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 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 (a) If the Premises or the Common Area or any portion thereof (whether or not the Premises are affected) are damaged by fire or other casualty (“Casualty”) and Tenant shall be restoring the same in accordance with Section 19.3, Landlord shall make available to Tenant any insurance proceeds payable on account of such Casualty at such time and in accordance with such procedures as are provided in any Leasehold Mortgage (or if there shall be no Leasehold Mortgage, in accordance with such procedures as Landlord shall reasonably determine are customary for leasehold mortgages) and in compliance with the Ground Lease, which proceeds shall be used by Tenant only to fulfill restoration obligations hereunder and for no other purpose. (b) If all or any part of the Premises shall be rendered Untenantable by reason of a Casualty, the Base Rent and the Additional Rent shall be abated in the proportion that the Untenantable area of the Premises bears to the total area of the Premises, for the period from the date of the Casualty to the earlier of (i) the date the Premises is no longer Untenantable (provided that, if the Premises would no longer have been Untenantable at an earlier date but for Tenant having failed diligently to prosecute repairs or restoration required of Tenant under this Lease, then the Premises shall be deemed to no longer be Untenantable on such earlier date and the abatement shall cease) or (ii) the date Tenant or any subtenant reoccupies any Untenantable portion of the Premises for the ordinary conduct of business (in which case the Base Rent and the Additional Rent allocable to such reoccupied portion shall be payable by Tenant from the date of such occupancy). Pending resolution of any dispute with respect to the period or amount of such abatement, Tenant shall pay Rent in accordance with Landlord’s determination. Notwithstanding the foregoing, if by reason of any act or omission by Tenant, any subtenant or any of their respective partners, directors, officers, servants, employees, agents or contractors, Landlord or any Leasehold Mortgagee shall be unable to collect all of the insurance proceeds (including, without limitation, rent insurance proceeds) applicable to the Casualty, then, without prejudice to any portion of the Improvements or any FF&E) at any time during the Term of this Lease. Landlord agrees that it other remedies which may be available against Tenant, there 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 no abatement of Rent. (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"c) 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 liable for any particular Lease Year after complying with inconvenience or annoyance to Tenant or injury to the foregoing requirements business of this Section 11.2, the parties shall adopt Tenant resulting in any way from 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 damage by Casualty 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 repair thereof. 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 obligated to further review carry insurance of any kind on Tenant’s Property 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 any Alterations or any other improvements made at the request of the other party to order such compliance by the non-complying party Tenant’s sole cost 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 partiesexpense, 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 not be obligated to repair any damage thereto or replace 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 pointssame.

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 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, 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 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 (i) Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas (including the Exclusive Use Areas) except as hereinafter Building F and Amenities Building provided in this Section 11.2 Landlord shall not be required to make any alterationsParagraph 5.1(a) above), reconstructionsthe foundation, replacementsfootings, changesslabs, additionsroof structure, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion and structural exterior walls of the Improvements or any FF&E) at any time during the Term Buildings (excluding paint and sealant). The provisions of this Lease. subparagraph (b) shall in no way limit the right of Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairscharge to Tenant, alterationsas Additional Rent pursuant to Article 3, 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 costs incurred by Landlord shall not be madein 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 connection therewith. Landlord will ensure that Tenant has the benefit, on a non-exclusive basis with Landlord, of all applicable construction warranties in favor of Landlord. (ii) Notwithstanding any provision in this Lease to the contrary, if Landlord shall fail to commence any repair obligations required under Paragraphs 5.1(b)(1) above within ten (10) business days following Tenant’s written request for such repairs and thereafter complete such repairs with commercially reasonable judgementdue diligence, or if Palo Alto Networks, Inc. (or a Permitted Assignee) is the Tenant hereunder and leases 100% of the Building and Landlord shall fail to commence any emergency repairs (i.e., repairs required to avoid imminent injury or damage or cessation of business) within five (5) business days following written notice from Tenant and thereafter complete such repairs with commercially reasonable due diligence, then Tenant may elect to make such repairs at Landlord’s expense by complying with the following provisions of this Paragraph 5.1(b)(2). Before making any such repair, and following the expiration of the applicable period set forth above, Tenant shall deliver to Landlord a notice for the continued safe and orderly operation need for such repair (“Self Help Notice”), which notice shall specifically advise Landlord that Tenant intends to exercise its self-help right hereunder. Should Landlord fail, within five (5) business days following receipt of the Premises Self-Help Notice (or which are required by the Franchise Agreement or which are required within two (2) business days following written notice in the case event of an emergencynecessary emergency repairs), to commence the necessary repair (or to make other reasonable arrangements), then Tenant shall have the right to make such repair on behalf of Landlord so long as such repair is performed in strict compliance with all Laws and Restrictions. In the event Tenant properly takes such action in accordance with this Paragraph 5.1(b)(2), and such work will affect the Building structure and/or materially affect the major Building systems, Tenant shall use only those contractors used or reasonably approved by Landlord in the Building for work on such structure or major systems unless such contractors are unwilling or unable to perform, or to timely and competitively perform, such work, in which event Tenant may utilize the services of any other licensed and qualified contractor which normally and regularly performs similar work in comparable buildings in the area of the Property. Tenant shall provide Landlord with a reasonably detailed invoice together with reasonable supporting evidence of the costs reasonably and actually incurred in performing such repairs. Landlord shall either reimburse Tenant for the reasonable costs of such repairs within thirty (30) days following receipt of Tenant’s invoice for such costs or deliver a written objection stating with specificity the reasons Landlord disputes Tenant’s Building F and Amenities Building actions or the costs incurred. 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 fails to either pay Tenant’s invoice within such thirty (30) day period or deliver a written objection, Tenant shall have the right to resolve any disputesoffset such costs against Base Monthly Rent next coming due under this Lease, which attempts shall includein an amount each month not to exceed 40% of each payment of Base Monthly Rent, if requested until fully paid. If Landlord delivers to Tenant, within thirty (30) days, a written objection to the payment of such invoice, setting forth Landlord’s reasons for its claim that such action did not have to be taken by either party, at least one meeting Landlord pursuant to the terms of executive-level officers of Landlord and Tenant. In the event this Lease or that the parties charges are still excessive (in which case Landlord shall pay the amount it contends would not able have been excessive if the only objection is to reach agreement the costs incurred), then Tenant shall not be entitled to offset any amount from rent, but as Tenant’s sole remedy, the dispute shall be resolved by arbitration pursuant to Paragraph 5.1(b)(iii) below. If Tenant prevails in the arbitration, the amount of the award shall include interest at the Default Interest Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset) and reasonable attorneys’ fees and related costs. If Landlord fails to pay the amount of the award within thirty (30) days from the date of the award, the amount of the award, plus interest at the Default Interest Rate commencing on the Building Estimate 31st day after the award, may be deducted by Tenant from the Base Monthly Rent payments next due and owing under the Lease, in an amount each month not to exceed 40% of each payment of Base Monthly Rent, until fully paid. Tenant shall be responsible for obtaining any and all necessary governmental permits before commencing the repair work. Tenant shall be liable for any particular Lease Year damage, loss or injury resulting from said work. If Landlord prevails in the arbitration, the amount of the award shall include reasonable attorneys’ fees and related costs and shall be deemed Additional Rent hereunder due and owing no later than thirty (30) days after complying the date of the award. (iii) Any dispute or claim under Paragraph 5.1(b)(2) will be finally settled by binding arbitration in San Francisco, California, in accordance with the foregoing requirements rules of this Section 11.2the JAMS by one arbitrator appointed in accordance with said rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, 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 apply to any such matter court of competent jurisdiction for preliminary or interim equitable relief, or to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm compel arbitration in accordance 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 without breach 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 pointsthis arbitration provision.

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 (i) Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas (including the Exclusive Use Areas) except as hereinafter provided in this Section 11.2 Landlord shall not be required to make any alterationsParagraph 5.1(a) above), reconstructionsthe foundation, replacementsfootings, changesslabs, additionsroof structure, improvements or repairs of any kind or nature whatsoever to the Premises or any portion thereof (including, without limitation, any portion and structural exterior walls of the Improvements or any FF&E) at any time during the Term Building (excluding paint and sealant). The provisions of this Lease. subparagraph (b) shall in no way limit the right of Landlord agrees that it shall be Landlord's responsibility to make and pay for major repairscharge to Tenant, alterationsas Additional Rent pursuant to Article 3, 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 costs incurred by Landlord shall not be madein 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 connection therewith. Landlord will ensure that Tenant has the benefit, on a non-exclusive basis with Landlord, of all applicable construction warranties in favor of Landlord. (ii) Notwithstanding any provision in this Lease to the contrary, if Landlord shall fail to commence any repair obligations required under Paragraphs 5.1(b)(1) above within ten (10) business days following Tenant’s written request for such repairs and thereafter complete such repairs with commercially reasonable judgementdue diligence, or if Palo Alto Networks, Inc. (or a Permitted Assignee) is the Tenant hereunder and leases 100% of the Building and Landlord shall fail to commence any emergency repairs (i.e., repairs required to avoid imminent injury or damage or cessation of business) within five (5) business days following written notice from Tenant and thereafter complete such repairs with commercially reasonable due diligence, then Tenant may elect to make such repairs at Landlord’s expense by complying with the following provisions of this Paragraph 5.1(b)(2). Before making any such Building E repair, and following the expiration of the applicable period set forth above, Tenant shall deliver to Landlord a notice for the continued safe and orderly operation need for such repair (“Self Help Notice”), which notice shall specifically advise Landlord that Tenant intends to exercise its self-help right hereunder. Should Landlord fail, within five (5) business days following receipt of the Premises Self-Help Notice (or which are required by the Franchise Agreement or which are required within two (2) business days following written notice in the case event of an emergencynecessary emergency repairs), to commence the necessary repair (or to make other reasonable arrangements), then Tenant shall have the right to make such repair on behalf of Landlord so long as such repair is performed in strict compliance with all Laws and Restrictions. In the event Tenant properly takes such action in accordance with this Paragraph 5.1(b)(2), and such work will affect the Building structure and/or materially affect the major Building systems, Tenant shall use only those contractors used or reasonably approved by Landlord in the Building for work on such structure or major systems unless such contractors are unwilling or unable to perform, or to timely and competitively perform, such work, in which event Tenant may utilize the services of any other licensed and qualified contractor which normally and regularly performs similar work in comparable buildings in the area of the Property. Tenant shall provide Landlord with a reasonably detailed invoice together with reasonable supporting evidence of the costs reasonably and actually incurred in performing such repairs. Landlord shall either reimburse Tenant for the reasonable costs of such repairs within thirty (30) days following receipt of Tenant’s invoice for such costs or deliver a written objection stating with specificity the reasons Landlord disputes Tenant’s actions or the costs incurred. 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 fails to either pay Tenant’s invoice within such thirty (30) day period or deliver a written objection, Tenant shall have the right to resolve any disputesoffset such costs against Base Monthly Rent next coming due under this Lease, which attempts shall includein an amount each month not to exceed 40% of each payment of Base Monthly Rent, if requested until fully paid. If Landlord delivers to Tenant, within thirty (30) days, a written objection to the payment of such invoice, setting forth Landlord’s reasons for its claim that such action did not have to be taken by either party, at least one meeting Landlord pursuant to the terms of executive-level officers of Landlord and Tenant. In the event this Lease or that the parties charges are still excessive (in which case Landlord shall pay the amount it contends would not able have been excessive if the only objection is to reach agreement the costs incurred), then Tenant shall not be entitled to offset any amount from rent, but as Tenant’s sole remedy, the dispute shall be resolved by arbitration pursuant to Paragraph 5.1(b)(iii) below. If Tenant prevails in the arbitration, the amount of the award shall include interest at the Default Interest Rate (from the time of each expenditure by Tenant until the date Tenant receives such amount by payment or offset) and reasonable attorneys’ fees and related costs. If Landlord fails to pay the amount of the award within thirty (30) days from the date of the award, the amount of the award, plus interest at the Default Interest Rate commencing on the Building Estimate 31st day after the award, may be deducted by Tenant from the Base Monthly Rent payments next due and owing under the Lease, in an amount each month not to exceed 40% of each payment of Base Monthly Rent, until fully paid. Tenant shall be responsible for obtaining any and all necessary governmental permits before commencing the repair work. Tenant shall be liable for any particular Lease Year damage, loss or injury resulting from said work. If Landlord prevails in the arbitration, the amount of the award shall include reasonable attorneys’ fees and related costs and shall be deemed Additional Rent hereunder due and owing no later than thirty (30) days after complying the date of the award. (iii) Any dispute or claim under Paragraph 5.1(b)(2) will be finally settled by binding arbitration in San Francisco, California, in accordance with the foregoing requirements rules of this Section 11.2the JAMS by one arbitrator appointed in accordance with said rules. The arbitrator shall apply California law, without reference to rules of conflicts of law or rules of statutory arbitration, to Building E the resolution of any dispute. Judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing, 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 apply to any such matter court of competent jurisdiction for preliminary or interim equitable relief, or to be submitted to arbitration, Landlord shall be entitled to designate any nationally recognized accounting firm compel arbitration in accordance 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 without breach 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 pointsthis arbitration provision.

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 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.

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 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, 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 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 as hereinafter provided in this Section 11.2 If Landlord shall not fail to perform any covenant, term or condition of this Lease upon Landlord’s part to be required to make any alterationsperformed, reconstructionsand if as a consequence of such default Tenant shall recover a money judgment against Landlord, replacementssuch judgment shall be satisfied only out of the proceeds of same received upon execution of such judgment and levied thereon against the right, changes, additions, improvements or repairs title and interest of any kind or nature whatsoever the Landlord in and to the Premises Building and the land thereunder and out of rents or other income from such property receivable by Landlord. In any portion thereof (including, without limitation, any portion event Landlord will never be personally liable to tenant or anyone claiming under tenant. In the event of a sale or conveyance by Landlord of the Improvements building of which the demised premises comprise a part, the same shall operate to release Landlord from any future liability upon any covenant or any FF&E) at any time during the Term condition, express or implied, herein contained in favor of this Lease. Landlord agrees that it shall be Landlord's responsibility to make Tenant 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 regardin such event, 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 look solely 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 responsibility of each calendar year during the Term hereof. Tenant acknowledges and agrees that the terms of Section 23.9 shall not be applicable Landlord’s successor in interest to this Section 11.2 and any Major Repairs not approved by Landlord shall not be madeLease for relief with respect to same; provided, however, that Landlord agrees would not be released from liability for any breach which occurred prior to the sale or conveyance of the building. 30 TENANTS CERTIFICATE: Tenant agrees, at any time within ten (10) days of Landlord’s written request to execute, acknowledge and deliver to Landlord a written statement in form requested by Landlord, certifying that it will this Lease is unmodified and in full force and effect (or, if there have been modification, that this Lease is in full force and effect as modified and stating the modifications), and the dates to which the minimum rent and other charges have been paid in advance, if any, or whether or not withhold its consent with respect to Major Repairs which there are required by reason then existing any setoffs or defenses against the enforcement of any lawof the agreements, ordinanceterms or conditions hereof upon the part of Tenant to be performed or complied with (and, regulation if so, specifying the same), it being intended that any such statement delivered pursuant to this Section may be relied upon by any prospective purchaser or order mortgagee of governmental authority having jurisdiction (as determined by Landlord in its reasonable judgement) the building and land or any part thereof. 31 BANK APPROVAL: Tenant agrees to complete the Estopple Certificate and Subordination, Non-Disturbance and Attornment Agreements for the continued safe and orderly operation of Bank that has 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 mortgage on the Building Estimate for any particular Lease Year after complying with the foregoing requirements of and acknowledges that this Section 11.2, the parties shall adopt such portions of the Building Estimate as they lease 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 approval 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 pointsmortgage lender.