Common use of Landlord’s Obligations Clause in Contracts

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in Article Seven (Damage or Destruction) and Article Eight (Condemnation) and Section 6.04(b) below, and subject to the provisions of Section 6.04 regarding repairs during the initial construction warranty period, LANDLORD shall, at its sole cost and expense, keep the foundations, resurfacing or replacement of parking lot surface, structural portions of the building (including foundations, the slab, and compliance with earthquake code), replacement of the structural portions of the roof (and the roof membrane), the structural portions of the roof top signage, if any, the pylon signage, if any, exterior walls, fire sprinkler system (if any) and utility connections to the building (water, sewer, electrical, phone, etc.) in good order, condition and repair. LANDLORD shall make repairs under this AgreementSection 6.03 within a reasonable time after receipt of written notice from TENANT of the need for such repairs. If LANDLORD fails to commence to meet any obligation hereunder, Landlord including without limitation Section 6.03 and Section 4.05, within a reasonable amount of time after TENANT’s notice thereof (not exceeding 15 days, except in the case of an emergency or dangerous condition, in which event no notice shall notbe required), under then TENANT may, but shall not be obligated to do so and without waiving any circumstancesother rights or remedies provided hereunder or by law, be required perform any portion of LANDLORD’s obligations and deduct all reasonable amounts expended in connection therewith from TENANT’s subsequent, financial obligations to build LANDLORD. All notices sent to LANDLORD prerequisite of TENANT’s exercise of its rights pursuant to the provisions of the foregoing sentence shall contain the words ‘Notice of Intention to Exercise Self-Help Rights’ in the “Re” line or rebuild any improvement on otherwise prominently noted at the Leased Propertytop of such notice. Subject to satisfaction of the provisions of Section 11.01 with respect to TENANT’s receipt of recorded non-disturbance agreements from each lender, or to make any repairs, replacements, alterations, restorations or renewals TENANT shall send copies of any nature or description notice referring to the Leased PropertyTENANT’s self-help rights to such lender(s) as TENANT has been notified in writing by LANDLORD from time to time, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make at such addresses as LANDLORD specifies in such notice(s). TENANT will accept a cure by any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except such lender as otherwise expressly provided in this Agreement, Tenant hereby waivesa cure, to the maximum extent permitted of such cure, of LANDLORD’s obligations under this LEASE. The self-help and offset rights set forth in this Section shall inure solely to the benefit of 99¢ Only Stores and only such of its assignees as may be owned by lawit, under the right control of it, under the control of any entity which also controls it, or which own not less than ten (10) stores operated under the name ‘99¢ Only Stores’ or such other name as may be employed by TENANT in its retail operations prior to make repairs at any Property at such assignment. Notwithstanding anything to the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord contrary contained herein, TENANT shall have the right to give, record install and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to maintain antennae and/or a satellite dish on the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature roof of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such NoticePREMISES, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant law. TENANT shall so elect, directly to the Manager or promptly repair any other Person performing the required work) and, upon such disbursementdamage to, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding roof of the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived PREMISES which is caused by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementinstallation and maintenance of said antennae and/or satellite dish.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement shall renovation, and such failure shall, except as otherwise provided in Section 5.1.2(f), not be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, a Default or Event of Default. Tenant shall have no obligation include a good faith projection of funds required pursuant to make such required repair, renovation or replacementthis Section 5.1.3(b) in the FF&E Estimate.

Landlord’s Obligations. (a) Except as otherwise expressly provided in Notwithstanding the provisions of Sections 11.1 and 11.2 above, subject to compliance with the provisions of this AgreementSection 11.3, Landlord shall notreimburse Tenant for the costs reasonably incurred by Tenant for maintenance, under any circumstancesrepair and replacement of the roof (including membrane), be required except for costs to build the extent necessitated by Tenant’s installation, maintenance or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals removal of any nature Roof Equipment (as defined below), foundations, and exterior walls of the Building. Except in the case of an emergency, Landlord shall not be obligated to reimburse any such costs, unless such costs have been authorized in advance by Landlord or description deemed to have been authorized, as provided below in this Section 11.3. In the event any such costs are incurred as a result of an emergency, Tenant shall notify Landlord of such emergency and the need to incur such costs as soon as reasonably practicable thereafter, and shall only incur such costs as are reasonably necessary (as determined by Tenant in its reasonable discretion) to stabilize the Building and avoid further damage to the Leased Property, whether ordinary Building or extraordinary, structural injury to any persons prior obtaining Landlord’s approval of such costs. If Tenant desires to perform any repair or nonstructural, foreseen or unforeseen, or maintenance costs for which it intends to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted seek reimbursement by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law this Section 11.3, except in effect on the Commencement Date for case of an emergency, Tenant shall request Landlord’s approval of the costs to be incurred prior to incurring the same. Any such Property or thereafter enactedrequest shall be in writing, and shall include a copy of proposal(s) from the contractor(s) Tenant desires to hire to perform the same. Landlord shall have not unreasonably withhold its approval of any such request that is reasonably necessary to maintain such components of the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant Building to the terms standard to which Tenant has historically maintained such components of this Agreementthe Building during its occupancy thereof, Tenant is required including occupancy during the term of the Original Lease. Landlord’s failure to make any expenditures in connection with any repair, maintenance or renovation with respect respond to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, request within ten (10) Business Days business days after receipt thereof shall be deemed to constitute Landlord’s approval of such Noticerequest, subject so long as the request from Tenant includes a statement advising Landlord that its failure to and respond within such ten (10) business day period shall be deemed to constitute its approval thereof. Any costs incurred by Tenant for which Landlord is responsible to pay in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent this Section 11.3 shall be adjusted as reimbursed by Landlord within thirty (30) days after receipt of an invoice from Tenant, which shall be accompanied by copies of the underlying invoices from the contractor(s) performing such work, evidence that Tenant has paid the cost of such work in full, and a statement from Tenant certifying that such work has been completed to Tenant’s satisfaction. Any amounts not paid by Landlord within such thirty (30) day period shall bear interest from and after the thirty-first (31st) day at the rate of interest provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement21.2 below.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall notmaintain, under repair and replace in a first class condition the Project and the Common Area elements of the Building, those portions of the base building systems not located within nor exclusively servicing the Premises or other leased space, and the exterior walls, structural walls, supporting pillars, foundations, roof and roof membrane of the Building. If such maintenance, repair or replacement is due to the acts, omissions or negligence of Tenant or any circumstancesTenant Parties (as defined in Section 7.07 below), be required then Landlord shall nevertheless make such repairs at Tenant’s expense, and Tenant, within thirty (30) days after receipt of an invoice, shall pay to build or rebuild Landlord all costs and expenses of any improvement on the Leased Property, or to make any such repairs, replacements, alterations, restorations or renewals together with accrued interest at the Agreed Rate from the date of Landlord’s payment. Tenant shall give Landlord written notice of any nature or description to needed repairs which are the Leased Propertyobligation of Landlord hereunder. It shall then be the obligation of Landlord, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waivesafter receipt of such notice, to perform the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. same within thirty (b30) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenantnotice; provided, however, that if the nature of the repairs is such that more than thirty (30) days are reasonably required for performance, then Landlord shall elect not be deemed to disburse be in default hereunder if Landlord commences such required funds repairs within said thirty (30) day period and thereafter diligently completes them and provided further that, for purposes of this sentence, “commences” includes any steps taken by Landlord to investigate, design, consult, bid or seek permit or other governmental approval in connection with such repair. Should Landlord default, as aforesaidprovided in Section 12.03 below, Tenant’s in its obligation to make any of the repairs assumed by it hereunder with respect to the Premises, or with respect to the Building if such required repair, renovation or replacement repairs shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement reasonably necessary to Tenant’s use and occupancy of the contraryPremises, Tenant shall have no obligation the right to perform such repairs, in which event Landlord, within thirty (30) days after written demand accompanied by detailed invoice(s), shall pay to Tenant the reasonable, actual out-of-pocket costs expended by Tenant for such repairs together with accrued interest at the Agreed Rate from the date of Tenant’s payment, provided that nothing herein shall be deemed to create a right of setoff or withholding by Tenant of Base Rent or Additional Rent or any other amounts due herein. Landlord shall not be liable to Tenant for any damage to person or property as a result of any failure to timely perform any of its obligations with respect to the repair, maintenance or replacement of the Premises, the Building, or the Project or any part thereof, and Tenant’s sole right and remedy (together with its rights under Section 12.03 below) shall be the performance of said repairs by Tenant with the right of reimbursement from Landlord, all in accordance with the terms of this Section 6.01(b). Tenant hereby expressly waives all rights under and benefits of Sections 1941 and 1942 of the California Civil Code or under any law, statute or ordinance on the same subject now or hereafter in effect to make such required repairrepairs and offset the cost of same against Rent or to withhold or delay any payment of Rent or any other of its obligations hereunder as a result of any default by Landlord under this Section 6.01(b). Except to the extent arising in connection with a breach of a representation or warranty of Landlord in Section 5.02 above, renovation or replacementall costs and expenses incurred by Landlord in connection with the foregoing obligations shall be included in Operating Expenses.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section SECTION 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s 's obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or or, except as provided in Section 5.1.3(b), to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant at any time, funds in the Reserve shall be insufficient or are reasonably projected to the terms of this Agreement, Tenant is required to make any be insufficient for necessary and permitted expenditures in connection with any repair, maintenance or renovation with respect to any Propertythereof, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementpermitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in the Reserve) and such other information with respect thereto as Landlord may reasonably require. Provided that (i) no Event of Default shall have occurred and be continuing as to which (x) ninety (90) days or less shall have elapsed after Notice of the occurrence thereof from Landlord to Tenant or (y) Landlord shall have commenced enforcing and is diligently pursuing enforcing its rights and remedies, and (ii) Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, or such later dates as Tenant may direct by reasonable prior Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding In the foregoingevent that any dispute shall arise with respect to Landlord's obligation to disburse any funds pursuant to this Section 5.1.3(b),such dispute shall be resolved in accordance with the applicable provisions of Article 19. Whenever reasonably possible, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementidentify disputed items on a line item basis.

Landlord’s Obligations. (a) Except as otherwise expressly provided in Article Seven (Damage or Destruction) and Article Eight (Condemnation) and Section 6.04(b) below, and subject to the provisions of Section 6.04 regarding repairs during the initial construction warranty period, LANDLORD shall, at its sole cost and expense, keep the foundations, resurfacing or replacement of parking lot surface, structural portions of the building (including foundations, the slab, and compliance with earthquake code), replacement of the structural portions of the roof (and the roof membrane), the structural portions of the roof top signage, if any, the pylon signage, if any, all COMMON AREAS (including, without limitation, all parking areas), and the existing COMMON AREA signs and electrical service thereto, exterior walls, fire sprinkler system (if any) and utility connections to the building (water, sewer, electrical, phone, etc.) in good order, condition and repair. LANDLORD shall make repairs under this AgreementSection 6.03 within a reasonable time after receipt of written notice from TENANT of the need for such repairs. If LANDLORD fails to commence to meet any obligation hereunder, Landlord including without limitation Section 6.03 and Section 4.05, within a reasonable amount of time after TENANT’s notice thereof (not exceeding 15 days, except in the case of an emergency or dangerous condition, in which event no notice shall notbe required), under then TENANT may, but shall not be obligated to do so and without waiving any circumstancesother rights or remedies provided hereunder or by law, be required perform any portion of LANDLORD’s obligations and deduct all reasonable amounts expended in connection therewith from TENANT’s subsequent, financial obligations to build LANDLORD. All notices sent to LANDLORD prerequisite of TENANT’s exercise of its rights pursuant to the provisions of the foregoing sentence shall contain the words ‘Notice of Intention to Exercise Self-Help Rights’ in the “Re” line or rebuild any improvement on otherwise prominently noted at the Leased Propertytop of such notice. Subject to satisfaction of the provisions of Section 11.01 with respect to TENANT’s receipt of recorded non-disturbance agreements from each lender, or to make any repairs, replacements, alterations, restorations or renewals TENANT shall send copies of any nature or description notice referring to the Leased PropertyTENANT’s self-help rights to such lender(s) as TENANT has been notified in writing by LANDLORD from time to time, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make at such addresses as LANDLORD specifies in such notice(s). TENANT will accept a cure by any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except such lender as otherwise expressly provided in this Agreement, Tenant hereby waivesa cure, to the maximum extent permitted of such cure, of LANDLORD’s obligations under this LEASE. The self-help and offset rights set forth in this Section shall inure solely to the benefit of 99¢ Only Stores and only such of its assignees as may be owned by lawit, under the right control of it, under the control of any entity which also controls it, or which own not less than ten (10) stores operated under the name ‘99¢ Only Stores’ or such other name as may be employed by TENANT in its retail operations prior to make repairs at any Property at such assignment. Notwithstanding anything to the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord contrary contained herein, TENANT shall have the right to give, record install and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to maintain antennae and/or a satellite dish on the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature roof of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such NoticePREMISES, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant law. TENANT shall so elect, directly to the Manager or promptly repair any other Person performing the required work) and, upon such disbursementdamage to, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding roof of the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived PREMISES which is caused by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementinstallation and maintenance of said antennae and/or satellite dish.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairsagreements and/or obligations of Landlord under the Master Lease, replacementsincluding, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by lawwithout limitation, the right services provided under the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to make repairs at any Property at be performed under the expense of Master Lease by Landlord pursuant thereunder. Subtenant acknowledges and agrees that Sublandlord shall be entitled to any law in effect on the Commencement Date look to Landlord for such Property or thereafter enactedperformance. Landlord In addition. Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required workMaster Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) andabatement, upon such disbursementdiminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)part of Sublandlord. Notwithstanding the foregoing, Landlord may elect not Sublandlord shall use commercially reasonable efforts, under the circumstances, to disburse secure such required funds performance upon Subtenant’s request to Tenant; provided, however, that if Landlord Sublandlord to do so and shall elect not to disburse thereafter diligently prosecute such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by performance on the part of Landlord, and, notwithstanding anything contained provided that in no event will this Agreement sentence be construed to the contrary, Tenant shall have no obligation require Sublandlord to make such required repair, renovation commence any litigation or replacementsimilar proceeding against Landlord.

Landlord’s Obligations. (a) Except as otherwise expressly provided Subject to subsections (b) and (c) below, in this Agreementthe event the Improvements shall be damaged by fire or other casualty, Landlord shall, at its own expense, cause such damage to be repaired, and the Rent shall not, under any circumstances, be required to build abated from the date of the occurrence of such fire or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for other casualty until such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingrepair work is completed. (b) IfSubject to subsection (c) below, pursuant to if a fire or other casualty occurs during the terms last two (2) years of the Term of this AgreementLease and (A) the cost of repairing or restoring the Improvements to their condition existing prior to such casualty, as determined by an architect or contractor selected by Landlord and reasonably approved by Tenant, is equal to or greater than 75% of the market value of the Improvements immediately preceding such casualty, as determined by an appraiser selected by Landlord and reasonably approved by Tenant is or (B) the time required to make any expenditures in connection with any repairrepair and restore the Improvements to their condition existing prior to such casualty, maintenance using a reasonable construction schedule as determined by an architect or renovation with respect to any Propertycontractor selected by Landlord and reasonably approved by Tenant, will exceed 180 days from the commencement of repairs and restoration, then either Landlord or Tenant may, at its electionoption, advance elect to terminate this Lease by giving the other written notice of termination within thirty (30) days from the date of such funds occurrence. In such event, the proceeds of insurance will belong to the party carrying such insurance, Tenant will not be required to pay the deductible, and the Rent shall ▇▇▇▇▇ completely from and after the date of the occurrence of such fire or give Landlord Notice thereof, which Notice shall set forthother casualty. (c) Notwithstanding the foregoing, in reasonable detailthe event that the Improvements shall be damaged by any casualty not covered by Landlord's insurance as required by SECTION 9.1, Landlord shall have the nature option to terminate this Lease by notice to Tenant within sixty (60) days of the required repairoccurrence; provided, renovation or replacement, the estimated cost thereof and that Tenant may nullify Landlord's notice of termination in such other information with respect thereto as case by notifying Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject days thereafter that Tenant will make available to Landlord funds sufficient to cover the uninsured damage and in accordance with the applicable provisions of Article 6, disburse such required funds making arrangements reasonably satisfactory to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by funds available to Landlord as needed. If Tenant makes such funds available to Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant Landlord shall have no obligation to make repay such required repair, renovation funds to Tenant any time or replacementin any manner.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enactedthereafter. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or or, except as provided in Sections 5.1.3(b), 10.2 and 11.2, to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementrenovation.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any the Leased Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any the Leased Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense agreements and/or obligations of Landlord pursuant under the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to any law in effect on be performed under the Commencement Date Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. performance (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation except with respect to any Property, Tenant may, at its election, advance such funds or give Sublandlord’s obligation to pay Monthly Rent (as defined in the Master Lease) to Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions terms of Article 6the Master Lease, disburse such required funds in which case Subtenant shall look to Tenant (orSublandlord). In addition, if Tenant Sublandlord shall so elect, directly have no obligation to the Manager perform any repairs or any other Person performing obligations of Landlord under the required workMaster Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (a) andabatement, upon diminution or reduction of Subtenant’s obligations under this Sublease (provided that if Sublandlord is entitled to an abatement of Rent payable under the Master Lease with respect to the Subleased Premises as a result of an interruption in services, or Landlord’s failure to provide such disbursementservices, to the Minimum Subleased Premises, including, without limitation, pursuant to Paragraphs 17.e or 23 of the Original Master Lease, Subtenant will be entitled to a parallel abatement of the Rent shall be adjusted as provided in Section 3.1.1(cpayable hereunder), or (b) liability on the part of Sublandlord. Notwithstanding the foregoing, Landlord may elect if the Subleased Premises, or a material portion of the Subleased Premises, are made untenantable for a period in excess of five (5) consecutive business days following Subtenant’s notice to Sublandlord of the occurrence of a service interruption as a result of a service interruption that is reasonably within the control of Sublandlord to correct or which is caused by Sublandlord’s gross negligence or willful misconduct (and through no fault of Subtenant) and provided that Subtenant in fact cannot and does not use the Subleased Premises (or such portion) as a consequence of such service interruption, then Subtenant, as its sole remedy, shall be entitled to disburse receive an abatement of Rent payable hereunder during the period beginning on the sixth (6th) consecutive business day following Subtenant’s notice to Sublandlord of the service interruption and ending on the day such required funds to Tenant; providedservice has been restored. Notwithstanding the foregoing, however, that if Landlord shall elect not default in any of its obligations to disburse perform services with respect to the Subleased Premises, Sublandlord shall use good faith efforts, under the circumstances, to seek Landlord’s performance upon Subtenant’s request to Sublandlord to do so and shall thereafter seek such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement performance on the part of Landlord; the foregoing provisions of this sentence shall in no event be deemed waived by Landlordto require Sublandlord to commence any legal proceeding, andarbitration or any other similar form of process unless Sublandlord, notwithstanding anything contained in this Agreement to the contrarySublandlord’s good faith discretion, Tenant shall have no obligation to make determines that commencement of such required repair, renovation or replacementaction is necessary and appropriate.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementDuring the Term, Landlord shall notshall, under any circumstancesat Landlord’s expense, be required subject to build or rebuild any improvement on reimbursement as an Operating Expense to the Leased extent permitted pursuant to Article 4 and Exhibit D, comply with all Applicable Laws relating to the Property, the Building, and the Building Structure and the Building Systems, including, but not limited to, Applicable Laws requiring any physical modifications to the Premises (except to the extent of Tenant's obligations pursuant to Section 9.1 above). Without limiting the generality of the foregoing, Landlord shall, at its sole cost and expense, subject to reimbursement as an Operating Expense to the extent permitted pursuant to Article 4 and Exhibit D, cause the Building and the Property to comply with the ADA, subject to Tenant’s obligations under Article 6. Landlord's obligations hereunder include the obligation to comply with local building codes enacted under the ADA to the extent required for Tenant to obtain and maintain a certificate of occupancy or to make comply with any repairsenforcement action brought by a governmental authority or private party. Landlord's obligation to comply with Applicable Laws, replacementsat Landlord's expense, alterations, restorations or renewals of any nature or description subject to reimbursement as an Operating Expense to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to Article 4 and Exhibit D, shall apply to any law in effect corrective work to cure violations existing on the Commencement Date for such Property (whether known or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant unknown to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cparties). Notwithstanding the foregoing, Landlord may elect shall have the right to contest any alleged violation in good faith (whether such alleged violation is asserted by a governmental authority or private party), including, but not limited to, the right to disburse such required funds apply for and obtain a waiver or deferment of compliance, the right to Tenant; providedassert any and all defenses allowed by law and the right to appeal any decisions, howeverjudgments or rulings to the fullest extent permitted by law, provided that if (a) Landlord shall elect indemnify, defend and hold Tenant harmless from and against all Claims relating to such alleged violation, (b) Tenant's use and enjoyment of the Premises is not adversely affected thereby and (c) after the exhaustion of any and all rights to disburse such required funds as aforesaidappeal or contest, Tenant’s obligation make all repairs, additions, alterations or improvements necessary to make such required repair, renovation comply with the terms of any final order or replacement judgment. Nothing contained in this Section 9.2 shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to limit Tenant’s obligations under Sections 6.2(e) or 9.1 with respect to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementADA.

Landlord’s Obligations. To the extent that the provision of any services or the performance of any maintenance or any other act respecting the Subleased Premises, the Master Lease Premises or the Building is the responsibility of Landlord, including without limitation providing the services described in Section 7 of the Master Lease (collectively “Landlord Obligations”), upon Subtenant’s request, Sublandlord shall make diligent commercial efforts to cause Landlord to perform such Landlord Obligations. Provided Sublandlord makes such diligent commercial efforts, in no event shall Sublandlord be liable to Subtenant for any liability, loss or damage whatsoever in the event that Landlord should fail to perform the same despite Sublandlord’s diligent commercial efforts, nor shall Subtenant be entitled to withhold the payment of Rent or terminate this Sublease in such case; provided, further, that if Landlord fails to perform the same under the Master Lease then Subtenant shall have all of the rights under this Sublease that Sublandlord has under the Master Lease with respect to such failure to act despite Sublandlord’s diligent commercial efforts. Such diligent commercial efforts by Sublandlord shall include, without limitation, upon becoming aware of non-performance by the Landlord, (a) Except as otherwise expressly provided immediately notifying Landlord of its non-performance under the Master Lease and requesting that Landlord perform its obligations under the Master Lease and (b) reasonably cooperating with any efforts by Subtenant (at no cost to Sublandlord) in this Agreementcausing Landlord to perform such Landlord Obligations. Without limiting the generality of the foregoing, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build perform any of the Landlord Obligations, nor shall any representations or rebuild warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any improvement failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) liability on the Leased Propertypart of Sublandlord, or (ii) abatement, diminution or reduction of Subtenant’s obligations under this Sublease. In addition to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forthdiligent commercial efforts, in reasonable detailthe event any failure by Landlord to perform the Landlord Obligations materially interferes with Subtenant’s rights under this Sublease, then following written request by Subtenant, Sublandlord agrees to institute legal proceedings against Landlord to obtain the nature performance of the required repair, renovation or replacement, Landlord Obligations under the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantMaster Lease; provided, however, that if Landlord Subtenant shall elect not to disburse such required funds as aforesaidindemnify Sublandlord against, Tenant’s obligation to make such required repairand hold Sublandlord harmless from, renovation or replacement shall be deemed waived all costs and expenses incurred by Landlord, and, notwithstanding anything contained Sublandlord in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementconnection therewith.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten at Landlord’s sole cost and expense, maintain the following in good condition and repair (10including repairs and replacements, as reasonably necessary): (i) Business Days after such Noticethe Building footings, subject to foundations, floor slab, structural steel columns and in accordance with girders; (ii) the applicable provisions of Article 6Building roof (including, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursementwithout limitation, the Minimum Rent shall be adjusted roof structure, membrane and roof covering) and exterior walls; and (iii) any underground utilities serving the Premises (collectively referred to herein as provided in Section 3.1.1(c“Capital Replacements”). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repairpay for any Capital Replacements made by Landlord in a commercially reasonable manner and to the extent reasonably necessary to be made, renovation except as follows: Tenant shall reimburse Landlord for the amortized portion of the cost of any Capital Replacements (amortized on a straight-line basis over its useful life or replacementthe remaining Term of this Lease, whichever is longer), payable in equal monthly installments beginning on the date which is thirty (30) days after Landlord has provided a written demand, accompanied by a paid invoice and reasonable supporting documentation therefor, and thereafter on the first day of each month during the remainder of the Term of this Lease, as applicable; provided, Tenant shall in no event be liable for any portion of the amortized cost of any Capital Replacements which extends beyond the expiration of the Term. If Tenant becomes aware of any condition that is Landlord’s responsibility to repair pursuant to this Lease, Tenant shall promptly notify Landlord of the condition. All repairs and replacements made by or on behalf of Landlord shall be made and performed in accordance with all applicable Laws.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any the Leased Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any the Leased Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s 's obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at to any Property at the expense of Landlord pursuant to any law in effect on the applicable Commencement Date for with respect to such Property or thereafter enactedthereafter. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any the Leased Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any the Leased Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other other, Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. Landlord shall undertake to complete the requirements referenced in Exhibit "C", as amended and agreed to by Landlord and Tenant in good faith from time to time (ahereinafter "the Improvements"), it being acknowledged by Landlord and Tenant that the initial Exhibit C is only a partial list of improvements to be made to the Premises and that further improvements will be identified in the future. Landlord shall require its contractors to construct the Improvements in accordance with all federal, state and local governmental requirements and that the Improvements shall be constructed in a good and workmanlike manner. Landlord, via its contractors and engineers, shall be responsible for obtaining all necessary permits to complete construction of the Improvements, including but not limited to building permits and sewer tap-in fees. In the event Landlord is for any reason unable to obtain all necessary zoning and building permits (collectively the "Governmental Permits") Except as for the Improvements, this Lease shall terminate and the parties shall be released from liability to one another. Landlord agrees to complete the Improvements to permit the operation of Tenant's business. Landlord shall contract with a qualified construction company, pre-approved by Tenant, to erect the Improvements. Unless otherwise expressly agreed to in writing by Tenant, Landlord agrees that only like new, quality materials and equipment shall be used in regards to the construction of the Improvements. Tenant is hereby provided in the right, subject to reasonable security and safety regulations, and upon reasonable notice, to have its respective agents, or representatives inspect the Premises and the construction of the Improvements thereon at any time after the execution of this Agreement, . Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description notify Tenant when Tenant and Tenant's contractors may have joint access to the Leased PropertyPremises with Landlord for the purpose of accomplishing such work not being done by Landlord's contractor, whether ordinary or extraordinaryincluding the installation of such Tenant improvements as Tenant so desires including but not limited to carpet, structural or nonstructural, foreseen or unforeseen, or furniture and other Interior Finishes required by Tenant and not deemed to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any waybe a part of Landlord's work. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature Tenant's taking possession of the required repairPremises shall constitute Tenant's acceptance of the Premises and of the performance of and conditions of the Improvements, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided conclusive evidence that the Premises were in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, good order and satisfactory condition when Tenant shall have no obligation to make such required repair, renovation or replacementtook possession.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant mayLandlord, at its electionexpense (but subject to recoupment to the extent permitted in Article 6 herein), advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detailkeep and maintain the Common Areas, the nature Structural Elements and the Base Building Systems (other than the areas of the required repair, renovation or replacement, the estimated cost thereof Premises that Tenant is obligated to keep and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and maintain in accordance with the applicable provisions of Article 6Section 10.1 above) in good working order, disburse condition and repair, as a first class office building, consistent with the standards of Comparable Buildings and shall make all repairs and replacements (if necessary), structural and otherwise, interior and exterior, as and when needed in or about the Building, except for (i) those repairs for which Tenant is responsible pursuant to any other provision of this Lease, including but not limited to Section 10.1 above; (ii) repairs to Tenant’s Property; and (iii) repairs to other leased premises which are the obligation of the tenant thereof (Landlord being obligated to enforce such required funds to Tenant (or, if Tenant shall so elect, directly obligation to the Manager extent the same affects the Premises or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cTenant’s rights hereunder). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that Landlord shall have no obligation or liability for repairs in the Premises until receipt of notice from Tenant specifying the repairs required, except in the case of emergencies where the notice may be by telephone (or otherwise orally by a duly authorized officer), thereafter promptly followed by a written notice, Additionally, Landlord shall enforce its rights under the REA to require that the Park be kept and maintained in good working order, condition and repair. Notwithstanding the foregoing, if Landlord shall elect not fails to disburse such required funds enforce its rights under the REA as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived provided herein within thirty (30) days after demand by Landlord, and, notwithstanding anything contained in this Agreement to the contraryTenant that Landlord do so, Tenant shall have no obligation the right (either on its own or with other tenants) to make exercise such rights or to take other measures to cause the party required repairunder the REA to keep and maintain the Park in the condition required herein, renovation All reasonable costs incurred by Tenant shall be reimbursed to Tenant by Landlord within thirty (30) days following demand (with reasonable back-up). (b) Tenant shall reimburse Landlord, as Additional Rent, for the reasonable cost of the following: (i) any repairs or replacementreplacements necessitated or occasioned by the negligence or willful misconduct (subject to the waiver of subrogation provisions contained in Article 7) of Tenant or any of the Tenant Parties, or (ii) any repairs or replacements necessitated or occasioned by or resulting from Alterations to the Premises made by Tenant; or (iii) any repairs made to the Base Building Systems necessitated or occasioned by the negligence or willful misconduct of Tenant or any of Tenant’s Representatives; provided, however, that, notwithstanding anything to the contrary herein, Tenant shall not be liable in any way for any repair or replacement required due to a fire or other casualty that was or should have been covered by the insurance to be maintained by Landlord under this Lease for which subrogation has been waived.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any PropertyProperty other than with respect to the Required Repairs, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. Landlord agrees to repair and maintain the structural portions of the Building and the plumbing, heating, ventilating, air conditioning, elevator and electrical systems installed or furnished by Landlord in the Building and the Premises, unless such maintenance and repairs are (ai) Except as otherwise expressly provided attributable to items installed in this AgreementTenant's Premises which are above standard interior improvements (such as, Landlord shall notfor example, under any circumstancescustom lighting, be required to build special HVAC and/or electrical panels or rebuild any improvement systems, kitchen or restroom facilities and appliances constructed or installed within Tenant's Premises) and identified on the Leased PropertyExhibit "I" attached hereto, or (ii) caused in part or in whole by the act, neglect or omission of any duty by Tenant, its agents, servants, employees or invitees, in which case Tenant will pay to Landlord, as additional rent, the reasonable cost of such maintenance and repairs. Landlord will not be liable for any failure to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, such repairs or to make perform any expenditure whatsoever with respect thereto, maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to maintain the Leased Property in any wayLandlord by Tenant. Except as otherwise expressly provided in this AgreementParagraph 20, Tenant hereby waiveswill not be entitled to any abatement of rent and Landlord will not have any liability by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the maximum extent permitted by lawBuilding or the Premises or in or to fixtures, appurtenances and equipment therein unless the same is a direct result of Landlord's gross negligence or willful misconduct. Tenant waives the right to make repairs at any Property at the Landlord's expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now law, statute, ordinance, rule, regulation, order or hereafter existing. ruling (b) Ifincluding, pursuant without limitation, to the terms of this Agreement, Tenant is required to make any expenditures extent the Premises are located in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detailCalifornia, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to California Civil Code Sections 1941 and in accordance with the applicable provisions 1942 and any successor statutes or laws of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(ca similar nature). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except Landlord warrants that, as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required of Landlord’s delivery of the Premises to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by lawTenant, the right to make repairs Tenant Improvements shall be in compliance with all laws applicable thereto as of the issuance of the building permits therefor, and Landlord shall, at its sole cost and expense and as Tenant’s sole remedy, promptly correct any Property at the expense breach of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enactedwarranty promptly following receipt of written notice thereof from Tenant. Landlord shall have the right to give, record and postbe responsible, as appropriate, notices part of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant Operating Expenses to the terms of this Agreementextent permitted under Article 4 above, Tenant is required for making all alterations to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature following portions of the Premises and Building required repairby Laws: (i) structural portions of the Premises but not including any Alterations installed by or at the request of Tenant, renovation or replacement(ii) all Building systems, equipment and appurtenances located within the estimated cost thereof Premises except those serving the Premises exclusively, and such other information with respect thereto as Landlord may reasonably require. Provided that no Event (iii) those portions of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with Building located outside the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantPremises; provided, however, that if Landlord shall elect not be responsible for the costs incurred to disburse make alterations to any such required funds portions of the Premises and Building described in clause (i), (ii) or (iii) above to the extent such alterations are necessary due to the installation of Alterations to the Premises by or at the request of Tenant or as aforesaid, a result of Tenant’s obligation particular use of the Premises and Tenant shall, within thirty (30) days of Tenant’s receipt of Landlord’s invoice therefor, reimburse Landlord for all such costs. Except for Landlord’s obligations described in the immediately preceding sentence and elsewhere in this Lease, and subject to make such Section 24.1 above, Tenant shall, at its sole cost and expense, be responsible for compliance with all Laws affecting the Premises, including the making of all required repairalterations thereto. As of the date of this Lease, renovation or replacement shall be deemed waived the Premises and Real Property have not been inspected by a Certified Access Specialist. Tenant hereby acknowledges that Landlord has certain energy usage disclosure requirements under California law and, in connection therewith, Tenant agrees (i) to cooperate with Landlord, andas reasonably necessary, notwithstanding anything contained in this Agreement to the contraryconnection with Landlord’s compliance with such requirements, Tenant shall have no obligation to make and (ii) that all out-of-pocket costs incurred by Landlord in connection with such required repair, renovation or replacementcompliance may be included in Operating Expenses.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in SECTION 5.1.2(A)(I), (II) AND (III), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1(B). Notwithstanding ; PROVIDED, HOWEVER, that, in the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this SECTION 5.1.3(B), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement shall renovation, and such failure shall, except with respect to the Tampa Renovation, not be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, a Default or Event of Default. Tenant shall have no obligation include a good faith projection of funds required pursuant to make such required repair, renovation or replacementthis SECTION 5.1.3(B) in the FF&E Estimate.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at ----------------------------------- its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within --------- ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to --------- Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, ---------------- -------- ------- in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to ---------------- make such required the applicable repair, renovation maintenance or replacement renovation, and such failure shall not be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, a Default or Event of Default. Tenant shall have no obligation include a good faith projection of funds required pursuant to make such required repair, renovation or replacementthis Section 5.1.3(b) ---------------- in the FF&E Estimate.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or or, except as provided in Section 5.1.3(b), to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant at any time, funds in the Reserve shall be insufficient or are reasonably projected to the terms of this Agreement, Tenant is required to make any be insufficient for necessary and permitted expenditures in connection with any repair, maintenance or renovation with respect to any Propertythereof, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementpermitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in the Reserve) and such other information with respect thereto as Landlord may reasonably require. Provided that (i) no Event of Default shall have occurred and be continuing as to which (x) ninety (90) days or less shall have elapsed after Notice of the occurrence thereof from Landlord to Tenant or (y) Landlord shall have commenced enforcing and is diligently pursuing enforcing its rights and remedies, and (ii) Tenant shall otherwise comply with the applicable provisions of Article 6, 6,(unless Landlord shall, within notifies Tenant prior to the expiration of such ten (10) Business Days after Day period that it disputes such obligation pursuant to the applicable provisions of this Agreement), or such later dates as Tenant may direct by reasonable prior Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.such

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any PropertyProperty other than with respect to the Required Repairs, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section SECTION 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense agreements and/or obligations of Landlord pursuant under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to any law in effect on be performed under the Commencement Date Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such Property or thereafter enactedperformance. Landlord In addition, Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)Master Lease. Notwithstanding the foregoing, Sublandlord acknowledges and agrees that it is not released from its obligations under the Master Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord may elect not or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to disburse furnish, or interruption of, any such required funds services or facilities shall give rise to Tenant; providedany (i) abatement, however, diminution or reduction of Subtenant's obligations under this Sublease (provided that if Landlord shall elect and to the extent that Sublandlord is entitled to an abatement in rent payable under the Master Lease as a result of a failure or interruption in services which affects the Subleased Premises, Subtenant will similarly be entitled to receive an abatement in Rent payable hereunder), or (ii) liability on the part of Sublandlord. Notwithstanding the forgoing provisions of clause (i) above, if a service interruption occurs which is due to the gross negligence or willful misconduct of Sublandlord, its agents' employees or contractors, and Subtenant is prevented from using, and does not to disburse use, a portion of the Subleased Premises as a direct result of such required funds as aforesaidservice interruption for a period in excess of three (3) consecutive business days, Tenant’s obligation to make such required repair, renovation or replacement the Rent payable under this Sublease shall be deemed waived by Landlordabated following the expiration of such three (3) business day period, andfor such time that Subtenant continues to be prevented from using, notwithstanding anything contained and does not use, the subject area of the Subleased Premises in this Agreement the proportion that the rentable area of the subject area of the Subleased Premises bears to the contrarytotal rentable area of the Subleased Premises. Notwithstanding the foregoing, Tenant Sublandlord shall have no obligation promptly take such action as may reasonably be indicated, under the circumstances, to make secure such required repair, renovation or replacementperformance upon Subtenant's request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord.

Landlord’s Obligations. (a) Except as otherwise expressly Sublandlord hereby grants to Subtenant the right to receive all of the services and benefits with respect to the Premises which are to be provided in this Agreement, by Landlord under the Master Lease. Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense agreements and/or obligations of Landlord pursuant under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to any law in effect on be performed under the Commencement Date Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such Property or thereafter enactedperformance. Landlord In addition, Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required workMaster Lease. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) andabatement, upon such disbursementdiminution or reduction of Subtenant’s obligations under this Sublease except as otherwise provided herein, or (ii) liability on the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)part of Sublandlord. Notwithstanding the foregoing, Landlord Sublandlord shall promptly take such action as may elect be necessary, under the circumstances, to secure such performance upon Subtenants request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord. Notwithstanding the foregoing provisions of clause (i) above, if an Essential Services Interruption Event (as said term is defined in Section 15.B of the Original Master Lease) occurs which is due to the act or omission of Sublandlord, and Subtenant is prevented from using, and does not to disburse use, an Affected Area (as said term is defined in Section l5.B of the Original Master Lease) as a result of such required funds to Tenant; providedEssential Services Interruption event for a period in excess of the Eligibility Period (as said term is defined in Section l5.B of the Original Master Lease), however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement the Rent payable under this Sublease shall be deemed waived by Landlordabated after the expiration of the Eligibility Period for such time that Subtenant continues to be prevented from using, andand does not use, notwithstanding anything contained the Affected Area in this Agreement the proportion that the rentable area of the Affected Area bears to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementtotal rentable area of the Subleased Premises.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease, including, without limitation, the provision of services provided in the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance; provided that Sublandlord shall reasonably cooperate with Subtenant to coordinate any request for services or rebuild enforcing any improvement on other covenant of Landlord under the Leased PropertyMaster Lease. In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Landlord under the Master Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or to make interruption of, any repairs, replacements, alterations, restorations such services or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant facilities shall give rise to any law in effect on (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease (provided that if Sublandlord is entitled to an abatement of Rent payable under the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation Master Lease with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, the Subleased Premises as a result of an interruption in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly services to the Manager Subleased Premises, then Subtenant will be entitled to a parallel abatement of Rent payable hereunder) or any other Person performing (ii) liability on the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)part of Sublandlord. Notwithstanding the foregoing, Landlord may elect not Sublandlord shall use good faith efforts, under the circumstances, to disburse secure such required funds performance upon Subtenant’s request to TenantSublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord; provided, however, that if Landlord shall elect this sentence will not be interpreted to disburse require Sublandlord to commence any legal proceeding, arbitration or any other similar form of process unless Sublandlord, in Sublandlord’s sole discretion, determines that commencement of such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementaction is necessary and appropriate.

Landlord’s Obligations. The Landlord hereby agrees with the Tenant as follows: (1) To permit the Tenant (who duly pay the Rent, rate and other charges payable under this Agreement on the day sand in the manner herein provided and observing and performing the agreements, covenants, stipulations and conditions herein contained on the Tenant's part) to have quiet possession and enjoyment of the said premises during the term of this Agreement without any interruption by the Landlord or any person lawfully claiming under or in trust for the Landlord. (2) To pay the Government Rent and Property Tax payable in respect of the said premises. (a) Except as otherwise expressly provided Subject to Clause (1) in this Agreement, Landlord shall not, under any circumstances, be required Section VI hereto to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals provide a supply of any nature or description chilled water to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain said premises for the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to purposes of the maximum extent permitted by law, Tenant's air-conditioning during the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingNormal Business Hours (hereinafter defined). (b) If, pursuant Subject to Clause (1) in Section VI hereto to supply the Tenant with a supply of chilled water to the terms said premises for the purposes of the Tenant's air-conditioning during hours outside Normal Business Hours upon request being made by the Tenant to the Landlord. The cost for such additional hours of chilled water supply from time to time shall be determined by the Landlord whose decision shall be final and notified to the Tenant from time to time and shall be paid by the Tenant to the Landlord with the Rent, rates and other charges payable under this AgreementAgreement and shall be recoverable by the Landlord as part of the air-conditioning and service charge hereunder. (4) It is hereby agreed and expressly confirmed that the following rights are excepted and reserved to the Landlord (its successors and assigns and all persons having the like right) throughout the said term: (a) the right of free and uninterrupted passage and running of water, Tenant is required soil, gas, drainage, electricity and all other services or supplies through such sewers, watercourses, conduits, pipes, wires, cables and ducts as are now or may hereafter be in, on or under the said premises and serving or capable of serving the Building or any adjoining or neighboring property. TOGETHER WITH the right to make any expenditures in connection with any enter upon the said premises to inspect, repair, maintenance replace or renovation with respect maintain any such sewers, watercourses, conduits, pipes, wires, cables and ducts. (b) the full and free right and liberty to any Property, enter upon the said premises in the circumstances in which the covenants by the Tenant may, at its election, advance contained in these presents permit such funds or give Landlord Notice thereof, which Notice shall set forth, entry and in reasonable detail, particular but without prejudice to the nature generality of the required repair, renovation or replacement, foregoing the estimated cost thereof right to enter into and such other information with respect thereto as Landlord may reasonably require. Provided that no Event upon the said premises at all times for the purpose of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject obtaining access to and in accordance with egress from any machinery or switch rooms or the applicable provisions like remaining under the control of Article 6, disburse such required funds the Landlord and located on any of the floors of the Building on which any portion of the said premises is situated. (c) the right from time to time on giving reasonable notice to the Tenant (or, if Tenant shall so elect, directly such notice not to be required in case of emergency or breakdown) and causing as little inconvenience to the Manager Tenant as reasonably possible to suspend the air-conditioning system, lifts, escalators, electric power, water supply and any other building service provided in or serving the Building for the purpose of servicing, maintaining, repairing, renewing, improving or replacing the same and any of them. (d) the right form time to time and without the necessity of joining the Tenant or any other Person performing person to enter into such Deed of Mutual Covenant or Sub-Deed of Mutual Covenant or Management Agreement affecting the required work) and, upon such disbursement, Building or any part thereof as the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementdeem appropriate.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement shall renovation, and such failure shall, except with respect to the Tampa Renovation, not be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, a Default or Event of Default. Tenant shall have no obligation include a good faith projection of funds required pursuant to make such required repair, renovation or replacementthis Section 5.1.3(b) in the FF&E Estimate.

Landlord’s Obligations. It shall be the obligation of Landlord to (ai) Except as otherwise expressly provide all services to be provided by Landlord under the terms of the Master Lease and (ii) to satisfy all obligations and covenants of Landlord made in this Agreementthe Master Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants; provided, however, that: Sublessor, upon written notice by Sublessee, shall diligently attempt to enforce all obligations of Landlord under the Master Lease (without requiring Sublessor to spend more than a nominal sum, which nominal sum shall be limited to all costs associated with the preparation of and transmittal to Landlord of documentation from Sublessor or Sublessee's attorneys determining the obligations to be performed by Landlord under the Master Lease). If, after receipt of written request from Sublessee, Sublessor shall fail or refuse to take action ("Action") or if Sublessor's action is not, under any circumstancesin Sublessor and Sublessee's mutual judgement, be required to build or rebuild any improvement on adequate for the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals enforcement of any nature or description Sublessor's rights against Landlord with respect to the Leased Propertyportion of the Premises then occupied by Sublessee, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord Sublessee shall have the right to givetake such Action or additional action, record including but not limited to litigation, in its own name, and postfor that purpose and only to such extent, all of the rights of Sublessor as appropriatetenant under the Master Lease are hereby conferred upon and assigned to Sublessee, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant and Sublessee shall be subrogated to such rights to the terms extent that the same shall apply to the portion of this Agreementthe Premises then occupied by Sublessee. If any Action against Landlord in Sublessee's name shall be barred by reason of lack of privity, Tenant is required to make any expenditures nonassignability or otherwise, Sublessee may take such Action in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereofSublessor's name; provided that Sublessee has obtained the prior written consent of Sublessor, which Notice consent shall set forthnot be unreasonably withheld; and provided, in further, that Sublessee shall indemnify, protect, defend by counsel reasonably satisfactory to Sublessor and hold Sublessor harmless from and against any and all claims, demands, actions, suits, proceedings, liabilities, obligations, losses, damages, judgments, costs and expenses (including, without limitation, reasonable detailattorneys' fees) which Sublessor may incur or suffer by reason of such Action, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly except to the Manager extent incurred or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation suffered by reason of Sublessor's negligent acts or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementomissions.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s 's obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enactedthereafter. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s 's obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided in If Landlord fails within fifteen (15) days after notice from Tenant (i) to discharge any of its obligations imposed by a mortgage that is superior to this AgreementLease, Landlord shall not, under or (ii) to pay any circumstances, be required to build real estate taxes or rebuild any improvement on assessments imposed upon the Leased Property, then Tenant may (but is not required to) discharge such obligations, or to make any repairspay such taxes, replacementsas the case may be, alterationsand may recover the same from Landlord, restorations or renewals together with interest thereon at the legal rate from the date of any nature or description payment to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense date of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingrecovery from Landlord. (b) If, pursuant If Landlord fails to commence and diligently pursue any necessary repairs to the terms Property or Premises within thirty (30) days after notice from Tenant of the need for such repairs, and if the necessary repairs are of a nature that the costs thereof are properly borne by Tenant under the provisions of this Agreementtriple net Lease, Tenant may (but is not required to to) make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, such repairs at its electionsole expense, advance and may not recover from Landlord the costs of such funds repairs, it being understood by the parties that the obligation for payment of the cost of such repairs is Tenant's responsibility under the provisions of this Lease. (c) If Landlord fails to commence and diligently pursue any necessary repairs to the Property or give Landlord Notice thereofPremises within thirty (30) days of notice from Tenant of the need for such repairs, which Notice shall set forth, in reasonable detailand if the necessary repairs are to the structure of the Building, the nature costs of the required repairwhich are properly borne by Landlord under this Lease, renovation or replacement, the estimated cost thereof and if Landlord fails to commence and diligently pursue such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, repairs within ten (10) Business Days after days of a second notice from Tenant of the need for such Noticerepairs, subject to Tenant may (but is not required to) make such repairs, and may recover the reasonable direct costs incurred by Tenant in accordance connection with such repairs, together with interest thereon at the applicable provisions legal rate from the date of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly payment to the Manager date of recovery from Landlord. (d) Notwithstanding any other provision of this Lease or of applicable law, Tenant may not deduct from Rent payable hereunder any amount claimed due from Landlord hereunder. Tenant's sole remedy shall be to institute an action in a court of competent jurisdiction to obtain a judgement against Landlord. If Tenant or any Invitee is awarded a money judgement against Landlord, then recourse for satisfaction of such judgement shall be limited to execution against Landlord's estate and interest in the Building and the Land, which interest shall be deemed to include the rent payments due under this Lease. No other asset of Landlord, any partner, director or officer of Landlord (collectively, "Officer") or any other Person performing the required work) and, upon such disbursement, the Minimum Rent person or entity shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoingavailable to satisfy or subject to such judgment, nor shall any Officer or other person or entity have personal liability for satisfaction of any claim or judgment against Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementany Officer.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be 34 required to build or rebuild any improvement on the Leased Real Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures Capital Expenditures, including, without limitation, the Capital Expenditures identified in connection with any repair, maintenance or renovation with respect to any PropertyCapital Replacements Budget, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Expenditure, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s 's obligation to make such required repair, renovation or replacement Capital Expenditure shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementCapital Expenditure.

Landlord’s Obligations. (a) Except as otherwise expressly provided Notwithstanding anything to the contrary contained in this Agreement, Landlord except for Sublessor’s express obligations set forth in this Agreement, Sublessor shall nothave no responsibility to Tenant for, under any circumstances, and shall not be required to build provide, any of the services or rebuild make any improvement on of the Leased Propertyrepairs, restorations, improvements, or alterations that Landlord has agreed to make or provide, or cause to be made or provided, under the Lease, including, but not limited to, any repairs, replacements, alterations, restorations actions or renewals of any nature or description obligations with respect to the Leased Propertymaintaining, whether ordinary operating, and insuring the Building or extraordinarythe Property (collectively, structural the “Landlord Obligations”), and Tenant shall rely upon, and look solely to, Landlord for the provision of such Landlord Obligations. In the event Landlord fails to provide any of such Landlord Obligations, Sublessor shall reasonably cooperate with Tenant to obtain such Landlord Obligations, and Sublessor shall take reasonable action to exercise its remedies available to it as tenant under the Lease to obtain such Landlord Obligations, but in no event shall Sublessor be obligated to bring any lawsuits or nonstructural, foreseen or unforeseen, or other legal proceedings to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any wayobtain such Landlord Obligations. Except as otherwise expressly provided in this Agreement, in no event shall Tenant hereby waives, to receive an abatement of Rent for the maximum extent permitted by law, the right to make repairs at any Property at the expense failure of Landlord pursuant to provide or perform any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, Landlord Obligations unless Sublessor receives a corresponding abatement under the estimated cost thereof and such other information with respect thereto as Landlord may reasonably requireLease. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, andFurthermore, notwithstanding anything contained in this Agreement to the contrary, Tenant Sublessor shall have no obligation responsibility to make Tenant for any representation or warranty made by Landlord under the Lease, and such required repair, renovation or replacementrepresentations and warranties shall not be deemed to be made by Sublessor for the benefit of Tenant unless expressly set forth in this Agreement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant Subject to the terms of this AgreementSECTION 5.1.3 (c), Tenant is required to make any if funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof and the amount of such expenditures exceeds the amount on deposit in connection with any repair, maintenance or renovation with respect to any Propertythe FF&E Reserve, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten twenty (1020) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to for deposit in the Manager or any other Person performing the required work) FF&E Reserve and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1 (b). Notwithstanding Tenant shall include a good faith projection of funds required pursuant to this SECTION 5.1.3 (b) in the foregoingFF&E Estimate. (c) Unless and until the Affiliates of Portfolio Manager which sold the Pooled FF&E Hotels to the Portfolio Purchaser and the stock of Landlord to the Portfolio Purchaser have expended $25,000,000 (net of any applicable value added tax that is refundable) of their own funds to make Capital Replacements at the Pooled FF&E Hotels, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementto cause its Affiliates to make any advances to the FF&E Reserve pursuant to SECTION 5.1.3 (b).

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreementfor the obligations of Landlord under Section 8 (relating to destruction of the Premises) and under Section 10 (relating to condemnation of the Premises), it is intended by the parties hereto that Landlord shall nothave no obligation, under in any circumstancesmanner whatsoever, be required to build repair and maintain the Premises nor any building or rebuild improvement located thereon nor any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Propertyequipment, whether ordinary or extraordinary, structural or nonstructural, foreseen all of which obligations are intended to be that of the Tenant under this Article 6. Tenant expressly waives the benefit of any statute now or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property hereinafter in any way. Except as effect which would otherwise expressly provided in this Agreement, afford Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at Landlord’s expense or to terminate this lease because of Landlord’s failure to keep the expense of Landlord pursuant to any law Premises in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to givegood order, record condition and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingrepair. (b) If, pursuant to Tenant hereby accepts the terms of this Agreement, Tenant is required to make any expenditures Premises in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature their condition existing as of the required repairLease Commencement Date or the date that Tenant takes possession of the Premises, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Noticewhichever is earlier, subject to all applicable zoning, municipal, county and in accordance with state laws, ordinances and regulations governing and regulating the applicable provisions use of Article 6the Premises, disburse such required funds and any covenants, easements, restrictions or other matters of record, and accepts this lease subject thereto and to all matters disclosed thereby and by any exhibits attached hereto. Tenant (or, if Tenant shall so elect, directly acknowledges that neither Landlord nor Landlord’s agent has made any representation or warranty as to the Manager present or any other Person performing future’s suitability of the required work) and, upon such disbursement, Premises for the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, conduct of Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementbusiness.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement renovation, and such failure shall not be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, a Default or Event of Default. Tenant shall have no obligation include a good faith projection of funds required pursuant to make such required repair, renovation or replacementthis Section 5.1.3(b) in the FF&E Estimate.

Landlord’s Obligations. (a) Except as otherwise expressly provided Anything contained in this AgreementSublease or in the Prime Lease to the contrary notwithstanding, Landlord shall nothave no responsibility to Tenant for, under any circumstances, and shall not be required to build provide, any of the services or rebuild make any improvement on of the Leased Propertyrepairs or restorations that Prime Landlord has agreed to make or provide, or cause to make be made or provided, under the Prime Lease (including, without limitation, those set forth in Sections 4 [Delivery of Possession], 10 [Services and Utilities], 11.1 [Landlord's Obligations], 12.1 [Landlord's Construction Obligations], 16 [Damage or Destruction] [relating to any repairsduty to restore the Premises or the ▇▇▇▇▇▇▇▇], replacements▇▇ [Eminent Domain] [relating to any duty to restore the Premises or the Building], alterationsand 35 [Telecommunications] thereof), restorations and Tenant shall rely upon, and look solely to, Prime Landlord for the provision or renewals making thereof. If Prime Landlord shall default in the performance of any nature or description to of its obligations under the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseenPrime Lease, or if Tenant wishes to make any expenditure whatsoever with respect thereto, file a protest or to maintain dispute any matter or thing, Landlord has the Leased Property in any wayright to protest or dispute as tenant under the Prime Lease, then Tenant shall advise Landlord of such protest or dispute (together with all material facts and circumstances pertaining thereto) and Landlord shall make demand on Prime Landlord and shall employ all reasonable efforts to cause Prime Landlord to cure such default or resolve such dispute. Except as otherwise expressly provided may result from a default of Landlord from its obligations specified in this Agreementthe preceding sentence, Tenant hereby waivesshall not make any claim against Landlord for any damage which may arise, nor (except for any abatement provided to and actually received by Landlord) shall Tenant's obligations hereunder be impaired or abated by reason of (i) the maximum extent permitted by lawfailure of Prime Landlord to keep, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property observe or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, perform its obligations pursuant to the terms Prime Lease, or (ii) the acts or omissions of this AgreementPrime Landlord and each of its agents, Tenant is required to make any expenditures in connection with any repaircontractors, maintenance servants, employees, invitees or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementlicensees.

Landlord’s Obligations. (a) Except as otherwise expressly provided In accordance with the cost allocation set forth in this AgreementSection 5.2, Landlord shall notmaintain and repair (i) the structural portions of the Building (the “Building Structure”), under any circumstances(ii) the Building’s mechanical, electrical, life safety, plumbing, sprinkler and HVAC systems (other than fixtures located inside the Premises) (collectively, the “Building Systems”), and (iii) the Common Areas. The manner in which the Common Areas are maintained and operated shall be at the sole, but reasonable discretion of Landlord. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas; provided that such alterations or additions do not materially interfere with or unreasonably disturb Tenant’s use and occupancy of the Premises. Notwithstanding anything in this Lease to the contrary, Tenant shall be required to build pay for the cost of repairs or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description upgrades to the Leased PropertyBuilding Structure, whether ordinary or extraordinarythe Building Systems and/or the Common Areas to the extent required because of (i) Tenant’s use of the Premises for other than normal and customary office operations, structural or nonstructural(ii) excessive use of the HVAC systems (i.e, foreseen or unforeseenuse during non-standard business hours), or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any wayand/or (iii) Tenant’s improvements and alterations. Except as otherwise expressly provided in this AgreementLease, Landlord shall have no liability to Tenant hereby waivesnor shall Tenant’s obligations under this Lease be reduced or abated in any manner whatsoever by reason of any inconvenience, annoyance, interruption or injury to the maximum extent business arising from Landlord’s making any repairs or changes which Landlord is required or permitted by law, the right this Lease or by any other tenant’s lease or required by law to make repairs at any Property at the expense of Landlord pursuant in or to any law portion of the Project, Building or the Premises. Tenant shall give Landlord prompt notice of any damage to or defective condition in effect on any part or appurtenance of the Commencement Date for such Property Building’s mechanical, electrical, plumbing, HVAC or thereafter enactedother systems serving, located in, or passing through the Premises. Landlord shall have the right use commercially reasonable efforts to give, record and post, as appropriate, notices of nonresponsibility under any mechanicnot interfere with Tenant’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures business operations in connection with Landlord performing any repairmaintenance, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation repair or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementProject.

Landlord’s Obligations. (a) Except In the event Remedial Work is required under any Governmental Requirements to be performed in the Premises as otherwise expressly provided a result of Hazardous Substances that are located in this Agreementthe Premises prior to the Commencement Date, Landlord shall notnot be liable to Tenant for damages, under any circumstancesbut Landlord, be required as Tenant's sole remedy, shall, except to build the extent arising from the use, storage, treatment, transportation, release or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals disposal of any nature Hazardous Substances on or description about the Project by Tenant or any Tenant Parties, perform or cause to the Leased Propertybe performed, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or at no cost to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by lawTenant, the right Remedial Work in compliance with Governmental Requirements. Landlord's obligation to make repairs at perform the Remedial Work hereunder shall apply after the exhaustion of any Property at the expense of and all rights Landlord pursuant may have to any law in effect on the Commencement Date for such Property appeal or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingcontest. (b) If, pursuant Landlord shall indemnify and hold Tenant harmless from any Claims to the terms extent any such Claim results from or arises out of this Agreementthe negligent use, storage, treatment, transportation, release, or disposal of any Hazardous Substances on or about the Project by Landlord, its agents, employees, or contractors or relating to contamination due to any hydraulic oil released to the Land prior to the Delivery Date as a direct result of the installation, maintenance or operation of the elevators within the Project, except to the extent such Claim arises by reason of any negligent or intentional misconduct by Tenant or any Tenant Parties. Landlord's liability under the foregoing indemnity (i) is required personal to make Tenant and may not be assigned to or relied upon by any expenditures third party other than a Permitted Transferee without Landlord's prior written consent, which may be withheld in Landlord's sole and absolute discretion, (ii) is limited to Tenant's actual, out of pocket costs incurred in connection with complying with any repairorder of any applicable state or federal agencies relating to the remediation, removal, disposal or monitoring ("Compliance Order") of ----------------- Hazardous Substances on or about the Project as a result of the use, storage, treatment, transportation, release, or disposal by Landlord, its agents, employees or contractors or relating to contamination due to any hydraulic oil released to the Land prior to the Delivery Date as a direct result of the installation, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature operation of the required repairelevators within the Project, renovation or replacementand to reasonable consultants fees and costs and reasonable attorneys' fees and costs incurred in defending against a proposed Compliance Order, the estimated cost thereof and such other information with respect thereto so long as Landlord may reasonably require. Provided that no Event of Default shall select the attorney to defend Tenant and have occurred sole authority to make all settlement and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and other decisions in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly regard to the Manager proceedings, including the decision whether to challenge the Compliance Order (and any related order or action) by appeal or court challenge, and (iii) specifically excludes any claims, costs, damages or losses for personal injury, property damage, punitive damages, damage to business, lost profits, or consequential damages incurred by Tenant or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementthird party.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord It shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense obligation of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. (i) provide all services to be provided by Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of the Master Lease and (ii) to satisfy all obligations and covenants of Landlord made in the Master Lease. Sublessee acknowledges that Sublessor shall be under no obligation to provide any such services or satisfy any such obligations or covenants; provided, however, Sublessor, upon written notice by Sublessee, shall use reasonable good faith efforts to enforce all obligations and covenants of Landlord under the Master Lease. In each instance in this Agreement, Tenant Sublease where Sublessor is required to make use reasonable good faith efforts to enforce all such obligations and covenants of Landlord under the Master Lease, such efforts shall include, without limitation: (i) upon Sublessee’s written request, notifying Landlord of any expenditures in connection nonperformance under the Master Lease and requesting that Master Landlord perform its obligations and covenants thereunder; and (ii) after the time by which Master Landlord must cure a breach has expired, cooperating with any repair, maintenance or renovation with respect Sublessee to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forthinstitute legal proceedings, in reasonable detailthe name of Sublessor with legal counsel selected by Sublessee and reasonably approved by Sublessor, to obtain the nature of performance required from Landlord under the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantMaster Lease; provided, however, that (A) before Sublessee commences any action in Sublessor’s name, Sublessee shall first obtain Sublessor’s written approval of such action, which approval shall not be unreasonably withheld as long as Sublessee is not in default under this Sublease beyond all applicable notice and cure periods, and (B) if Sublessee commences a lawsuit or any other action against Landlord, Sublessee shall pay all costs and expenses incurred by Sublessor in connection therewith, including any costs, expenses or penalties assessed by Landlord to Sublessor (excluding, however, any costs, expenses or penalties to the extent attributable to the Sublessor’s negligence or willful misconduct or breach of the Master Lease), and Sublessee shall elect not indemnify Sublessor against, and hold Sublessor harmless from, all reasonable costs and expenses incurred by Sublessor in connection therewith, including costs, expenses or penalties assessed by Landlord (excluding, however, any costs, expenses or penalties to disburse such required funds as aforesaidthe extent attributable to the Sublessor’s negligence or willful misconduct or breach of the Master Lease). Sublessor, Tenantin Sublessor’s reasonable discretion, shall be entitled to jointly control the conduct of the litigation with Sublessor’s counsel; provided, however that in the conduct of any litigation brought against Landlord to enforce its obligations under the Master Lease for the benefit of Sublessee, both Sublessor and Sublessee shall have an obligation to make act in a commercially reasonable manner and with the goal of employing the strategy which is designed to ensure that Landlord will fully perform its obligations under the Master Lease, and no action may be taken which may materially and adversely affect the other party’s rights or obligations under the Master Lease or Sublease without such required repairother party’s consent, renovation which shall not be unreasonably withheld or replacement delayed, including settlement. All costs incurred in connection with any enforcement action undertaken by Sublessor at the request of Sublessee (except to the extent such costs arise from the negligence or willful misconduct of Sublessor) shall be deemed waived paid by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementSublessee.

Landlord’s Obligations. (a) Except In the event Remedial Work is required under any Governmental Requirements to be performed in the Premises as otherwise expressly provided a result of Hazardous Substances that are located in this Agreementthe Premises prior to the Commencement Date, Landlord shall notnot be liable to Tenant for damages, under any circumstancesbut Landlord, be required as Tenant’s sole remedy, shall, except to build the extent arising from the use, storage, treatment, transportation, release or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals disposal of any nature Hazardous Substances on or description about the Project by Tenant or any Tenant Parties, perform or cause to the Leased Propertybe performed, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or at no cost to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by lawTenant, the right Remedial Work in compliance with Governmental Requirements. Landlord’s obligation to make repairs at perform the Remedial Work hereunder shall apply after the exhaustion of any Property at the expense of and all rights Landlord pursuant may have to any law in effect on the Commencement Date for such Property appeal or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existingcontest. (b) If, pursuant Landlord shall indemnify and hold Tenant harmless from any Claims to the terms extent any such Claim results from or arises out of this Agreementthe negligent use, storage, treatment, transportation, release, or disposal of any Hazardous Substances on or about the Project by Landlord, its agents, employees, or contractors or relating to contamination due to any hydraulic oil released to the Land prior to the Delivery Date as a direct result of the installation, maintenance or operation of the elevators within the Project, except to the extent such Claim arises by reason of any negligent or intentional misconduct by Tenant or any Tenant Parties. Landlord’s liability under the foregoing indemnity (i) is required personal to make Tenant and may not be assigned to or relied upon by any expenditures third party other than a Permitted Transferee without Landlord’s prior written consent, which may be withheld in Landlord’s sole and absolute discretion, (ii) is limited to Tenant’s actual, out of pocket costs incurred in connection with complying with any repairorder of any applicable state or federal agencies relating to the remediation, removal, disposal or monitoring (“Compliance Order”) of Hazardous Substances on or about the Project as a result of the use, storage, treatment, transportation, release, or disposal by Landlord, its agents, employees or contractors or relating to contamination due to any hydraulic oil released to the Land prior to the Delivery Date as a direct result of the installation, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature operation of the required repairelevators within the Project, renovation or replacementand to reasonable consultants fees and costs and reasonable attorneys’ fees and costs incurred in defending against a proposed Compliance Order, the estimated cost thereof and such other information with respect thereto so long as Landlord may reasonably require. Provided that no Event of Default shall select the attorney to defend Tenant and have occurred sole authority to make all settlement and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and other decisions in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly regard to the Manager proceedings, including the decision whether to challenge the Compliance Order (and any related order or action) by appeal or court challenge, and (iii) specifically excludes any claims, costs, damages or losses for personal injury, property damage, punitive damages, damage to business, lost profits, or consequential damages incurred by Tenant or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementthird party.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementSubject to Paragraphs 7.1, 12 and 13, Landlord shall notmaintain or cause to be maintained in good order, condition and repair, the Common Areas of the Property (including the parking area and the landscaping on the Property), the structural components of the Building (which structural components include only the foundation and the structural components of all exterior walls and the Building’s roof system), the Building’s exterior walls, and the Building’s roof (including the roof membrane). Any costs incurred by Landlord pursuant to this provision shall be Operating Costs (to the extent properly included therein) and nothing contained herein shall be construed to negate or limit Tenant’s obligation to pay Tenant’s Share of such costs. Landlord shall be under no obligation to inspect the Property, including the Building; and Tenant shall promptly report in writing to Landlord any circumstances, be condition known to Tenant which Landlord is required to build or rebuild any improvement on repair. As a material part of the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in consideration for this AgreementLease, Tenant hereby waiveswaives any benefits of any applicable existing or future Law, to including the maximum extent permitted by lawprovisions of California Civil Code Sections 1932(1), the right 1941 and 1942, that allows a tenant to make repairs at any Property at its landlord’s expense. Notwithstanding anything to the expense of Landlord pursuant to any law contrary in effect on the Commencement Date for such Property or thereafter enacted. this Lease, Landlord shall perform and construct, and Tenant shall have the right no responsibility to giveperform or construct, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertyimprovements (a) necessitated by the acts or omissions of Landlord, Tenant mayor its respective agents, at its electionemployees or contractors, advance such funds (b) for which Landlord has a right of reimbursement from others or give Landlord Notice thereof, (c) which Notice shall set forth, could be treated as a “capital expenditure” under generally accepted accounting principles and cost in reasonable detail, the nature excess of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)$75,000 per occurrence. Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord Tenant shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained pay for its share of the repairs described in this Agreement subsections (a) and (c) to the contrary, Tenant shall have no obligation to make extent such required repair, renovation or replacementcosts are properly included in Operating Costs.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall notkeep in good condition and repair the structure and exterior of the Building, under including the roof, the elevator(s), if any, the plumbing and electrical systems, and the heating and ventilating and air conditioning systems servicing the Building and the Premises (except for such equipment and service lines installed by Tenant), and any circumstanceswalkways, stairs, and paved areas, if any, serving the Building. Landlord shall comply with laws, rules, regulations and ordinances affecting the Building, unless the subject matter of the compliance relates to Tenant or Tenant’s particular manner of use of the Premises, or to any other tenant in the Building. Notwithstanding the foregoing or any other provision of this Lease, however, Tenant shall not be responsible for installations or replacements of, or repairs to, the Building Structure (as hereinafter defined) or the Building Systems (as hereinafter defined) unless necessitated by (i) Tenant’s Alterations (as hereinafter defined), (ii) Tenant’s particular manner of use of the Premises (as opposed to office use generally), or (iii) the negligence or willful misconduct of Tenant or Tenant’s Agents. Landlord shall keep the sidewalks, common corridors, stairways, elevator(s), if any, and all other means of ingress and egress for the Premises and all public portions of the Building in serviceable repair and in a reasonably clean and safe condition. Landlord reserves the right to interrupt, curtail, stop, and suspend the furnishing of any services and operation of the plumbing and electrical, heating, ventilating, and air conditioning systems, and elevator(s), if any, when necessary, by reason of accident or emergency or for repairs, alterations, replacements, or improvements, which may become necessary or Landlord is not able to secure supplies or labor or by reason of any other cause beyond Landlord’s control, without liability or any abatement of Base Rent or Additional Rent claimed by Tenant. Landlord shall use reasonable efforts to minimize interruption of Tenant’s business, but Landlord shall not be required to build perform work in such a manner so as to incur overtime or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for other such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)after-hours charges. Notwithstanding the foregoing, and subject to the terms and conditions of this Lease, if (A) (1) Landlord may elect fails to perform its maintenance obligations under this Lease or (2) there is an interruption, suspension or stoppage of any service which Landlord is required to provide pursuant to this Lease, including but not limited to disburse the provision of utilities pursuant to Section 10, ((1) and (2) each a “Service Interruption”), (B) such required funds to Service Interruption was the result of causes, events or circumstances within Landlord’s reasonable control, (C) such Service Interruption was not caused by Tenant or Tenant’s Agents, (D) such Service Interruption continues for more than five (5) consecutive Business Days after Landlord’s receipt of written notice from Tenant of such Service Interruption, and (E) as a result of such Service Interruption, the conduct of Tenant’s normal business operations in the Premises is materially and adversely affected, then there shall be an abatement of one day’s Base Rent for each day during which such Service Interruption continues after such five (5) consecutive Business Day period; provided, however, that if any portion of the Premises is reasonably usable for Tenant’s normal business operations or if Tenant conducts all or any part of its business operations in any portion of the Premises notwithstanding such Service Interruption, then the amount of the daily abatement of Base Rent shall be proportionate to the nature and extent of the interruption of Tenant’s normal business operations or ability to use the Premises. Landlord shall elect maintain the Common Areas in accordance with the standards of comparable class buildings in Boston. Landlord reserves the right from time to time to (a) make changes in the shape, size, location and appearance of the Common Areas; provided, however, that the same shall not to disburse such required funds as aforesaid, Tenant’s obligation to render the Premises untenantable for the Permitted Use; (b) make such improvements, alterations and repairs to the Common Areas as may be required repairby governmental authorities or by utility companies servicing the Property; (c) construct, renovation maintain and operate lighting and other facilities on all said areas and improvements; and (d) to add or replacement remove improvements and facilities to or from the Common Areas; provided, however, that the same shall not render the Premises untenantable for the Permitted Use. The use of the Common Areas shall be deemed waived subject to such reasonable regulations and changes therein as Landlord shall make from time to time and notify Tenant of in writing, including (but not by way of limitation) the right to close from time to time, if necessary, all or any portion of the Common Areas to such extent as may be legally sufficient, in the opinion of Landlord’s counsel, andto prevent a dedication thereof or the accrual of rights of any person or of the public therein; provided, notwithstanding anything contained however, Landlord shall do so at such times and in this Agreement such manner as shall minimize any disruption to Tenant to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementextent reasonably possible.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, any MSLS Operating Agreement with respect to a Property shall require that funds be disbursed for repairs, maintenance, renovations or replacements at or to such Property (including, but not limited to, pursuant to Section 8.01 and 8.03 of the MSLS Operating Agreements), or if, pursuant to the terms of this AgreementAgreement (including, without limitation, the provisions of Section 5.4 hereof), Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any PropertyProperty and the amount of such disbursements or expenditures either exceeds the amount on deposit in the FF&E Reserve or is not a permitted expenditure therefrom, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. 7.01 The Leased Premises shall be constructed by Landlord: (ai) Except in accordance with the Approved Plan and Specifications and anything reasonably inferable therefrom; (ii) in compliance with all federal, state, county, municipal or local government laws, ordinances, regulations, rules and orders (including, without limitation, the Occupational Safety and Health Act of 1970, as otherwise expressly provided amended), and after obtaining all necessary approvals and permits; (iii) diligently, continuously and in this Agreementa ▇▇▇▇▇▇▇-like manner; and (iv) with new and first-class materials. The obligations of Landlord in the preceding sentence shall be referred to as "Landlord's Work". All costs of Landlord's Work shall be borne by Landlord. Changes in the Approved Plans and Specifications shall be made only pursuant to written change order (hereafter a "Change Order") signed by both Tenant and Landlord and shall be in compliance with the Protective Covenants. Such Change Order shall specify the increase or decrease in construction costs as a result of the change (which shall be based on the actual costs and expenses attributable thereto with no ▇▇▇▇-up or profit by Landlord or general contractor whatsoever, except for a 10% ▇▇▇▇-up for overhead and profit to be charged by Landlord), and any reasonably expected increase or decrease in the time, if any, required to substantially complete construction as a result of such change. In the event of a net increase in the cost of construction resulting from such Change Orders requested by Tenant, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on invoice Tenant for the net increase upon Substantial Completion of the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forthPremises, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and which event Tenant shall otherwise comply with pay Landlord the applicable provisions of Article 6, Landlord shall, amount thereof within ten (10) Business Days business days after delivery of such Noticeinvoice. In the event of a net increase in the amount of time required for substantial completion resulting from such Change Orders requested by Tenant, subject such Change Orders shall constitute an amendment to and this Lease extending the dates specified in accordance with the applicable provisions Article 4 hereof by that number of Article 6, disburse days of net additional time so specified in such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantChange Orders; provided, however, that if in such event the Commencement Date, for purposes of Tenant's obligation to commence the payment of rent and for purposes of fixing the lease term, shall be the date on which Substantial Completion would have occurred but for the extension of time caused by such Change Order. Landlord shall elect indemnify and hold Tenant harmless from or in connection with any occurrence during construction of the Leased Premises, unless such claims or demands are caused by any act or negligence of Tenant or its agents, contractors, employees or invitees. 7.02 During the course of construction of the Leased Premises, Tenant may enter upon the Leased Premises for purposes of inspecting and reviewing Landlord's Work, taking measurements, making plans, installing trade fixtures and telephones, erecting temporary or permanent signs and doing such other work as may be appropriate or desirable without being deemed thereby to have taken possession or obligated itself to pay rent but Tenant agrees that: (a) Landlord shall have no liability for injury to any person or damage to any property of Tenant stored on the Leased Premises except for damages caused by the negligence of Landlord or its employees, contractors, or agents, (b) Tenant shall not to disburse materially interfere with Landlord's construction work on the Leased Premises, (c) Tenant shall indemnify, protect and hold harmless Landlord from and against any and all claims, demands, damages, losses, costs, expenses, liabilities and actions at law or in equity directly arising out of Tenant's exercise of such required funds as aforesaidright, Tenant’s obligation to make such required repair, renovation or replacement and (d) Tenant shall be deemed waived solely responsible for the permitting of any such work it performs to the extent required. 7.03 No later than twenty (20) days after the Commencement Date, Tenant and Landlord shall an agreed final punch list ("Punch List") setting forth the work, if any, remaining to be done, or requiring correction, on the Leased Premises, and Landlord shall promptly commence, and thereafter with due diligence prosecute to completion the work required by Landlordthe Punch List (which shall in no event include, andexcept on the condition Tenant shall pay to Landlord the actual cost thereof plus ten percent (10%) of such amount, notwithstanding work required as a consequence of injury or damages to the Leased Premises attributable to Tenant, its agents, employees, contractors or movers). If the parties cannot agree upon the Punch List, then the Punch List shall be determined by an independent professional engineer employed by the mutual agreement of Landlord and Tenant. Landlord agrees to commence to complete all the items on the Punch List within thirty (30) days after Substantial Completion. Landlord acknowledges and agrees that in the event it has not completed all of the items on the Punch List within ninety (90) days after Substantial Completion, Tenant shall have the right to complete such items and charge Landlord the cost thereof. 7.04 Notwithstanding anything contained elsewhere in this Agreement Lease to the contrary, Landlord shall, at its sole cost and expense, upon notice by Tenant, for a period of one (1) year immediately subsequent to the Commencement Date, repair, replace or otherwise correct any defects or problems related to any of Landlord's Work, as well as defects in any of the additional items to be constructed or installed by Landlord in accordance with this Lease, provided that Landlord shall not have any obligation to correct or repair any defect or condition directly caused by the acts of Tenant, its agents, contractors, employees or invitees. In addition, Landlord acknowledges and agrees that it shall, at its sole cost and expense, repair any defects or problems in any of the structural components of the Leased Premises (including but not limited to the roof, exterior walls, and foundation) discovered during the Lease Term. Landlord acknowledges and agrees that Landlord's costs incurred in connection with its obligations under this Section 7.04 shall not be passed through as CAM. 7.05 From the Commencement Date until the expiration or earlier termination of the term hereof, Tenant shall have exclusive control of the Leased Premises and Landlord shall be under no obligation to inspect the same. Tenant shall report in writing to Landlord any defective condition known to it which Landlord is required to repair, and Landlord shall move with reasonable diligence to repair such condition. Landlord agrees that in the event Landlord fails to maintain the Leased Premises as required or fails to commence to make repairs within thirty (30) days after its receipt of notice from Tenant, or fails thereafter to diligently pursue such repair to completion, then Tenant shall have the right to make such required repair, renovation repairs or replacementhave a contractor make such repairs and charge Landlord for the cost thereof. Failure to report such defects within a reasonable time after discovery shall make Tenant responsible to Landlord for any and all additional costs or liability incurred by Landlord resulting from such delay in notification.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementSubject to Sections 4.3 and 11.1, Landlord shall notrepair, under any circumstancesmaintain in good and tenantable condition and replace, as necessary, the roof, exterior walls, structural parts of the Premises (including the structural floor) and all meters, pipes, conduits, equipment, components and facilities that supply the Premises with Utilities on a nonexclusive basis (except as the appropriate utility company has assumed these duties); in addition, Landlord shall maintain (but shall not be required to build repair or rebuild any improvement on replace) the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; HVAC system provided, however, that if Landlord shall elect have the option, but shall not be required, to disburse make repairs necessitated by reason of the negligence of Tenant or anyone claiming under Tenant, or by reason of Improvements made by Tenant or anyone claiming under Tenant, or by reason of breaking and entering of the Premises. In the event that Landlord makes such required funds repairs necessitated by the negligence of Tenant or anyone claiming under Tenant, Tenant shall pay as aforesaidAdditional Rent Landlord's costs plus fifteen percent (15%) of such costs for overhead, Tenant’s within fifteen (15) days after presentation of a statement therefor. As used in this Article 11, "exterior walls" shall include exterior surfaces of storefronts, window sashes, casements and frames. Exterior walls shall specifically exclude exterior and interior glass. It is understood and agreed that Landlord shall be under no obligation to make such required repair, renovation replace or replacement shall be deemed waived by Landlordmaintain the Premises or the mechanical equipment exclusively serving the Premises at any time, and, notwithstanding except as this Lease expressly provides. Notwithstanding anything to the contrary contained in this Agreement Lease, Landlord shall not in any way be liable to the contrary, Tenant shall have no obligation for failure to make repairs as herein specifically required of it unless Tenant has previously notified Landlord, in writing, of the need for such required repair, renovation or replacementrepairs and Landlord has failed to commence and complete said repairs within a reasonable period of time following receipt of Tenant's written notification.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall notmaintain, under any circumstancesrepair, be replace and keep in good operating condition comparable to similar first class office properties in the Applicable Submarket, the Common Areas (including, without limitation, the lobbies, elevators, stairs, parking areas, grounds, landscaping, loading areas and corridors), the roofs, foundations, load-bearing elements, conduits and structural walls and other structural elements of the Building, the underground utility and sewer pipes of the Buildings (except to the extent required to build be maintained or rebuild repaired by a governmental or quasi-governmental authority, in which case such authority shall have sole responsibility for such maintenance and/or repair provided Landlord is diligent in causing such governmental or quasi-governmental authority to perform its maintenance and/or repair responsibilities), all Building Systems (including base building restrooms but excluding any improvement on Specialty Systems and excluding Tenant’s data and telecommunications systems, all of which shall be Tenant’s sole responsibility), and all other portions of the Leased PropertyLand, or to make any repairsBuilding and Premises which are not Tenant’s responsibility under Section 7.3, replacementsbelow, alterations, restorations or renewals the cost of any nature or description which shall be included within Operating Costs except to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property extent set forth in any waySection 9.6 hereof. Except as otherwise expressly provided in this Agreement, Tenant hereby waivesThe foregoing notwithstanding, to the maximum extent permitted the need for any such repairs or replacements arises as the result of the negligence or willful misconduct of Tenant or Tenant’s Agents, and the same is not covered under the policies of casualty insurance which are required to be carried by lawthe parties pursuant to this Lease (in which case the proceeds of such insurance will be utilized to satisfy the cost thereof), the right entire cost of such repairs or replacements shall be reimbursable by Tenant to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to giveas Additional Rent under this Lease, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent reimbursement shall be adjusted as provided in Section 3.1.1(c)due not later than thirty (30) days after Landlord’s written demand therefor. Notwithstanding the foregoing, any defects in construction of the Building or Premises discovered by Tenant or Landlord may elect not within the applicable warranty period (which in the case of latent defects, shall be limited to disburse one year after the applicable date Substantial Completion of the item in question is achieved unless a manufacturer’s or contractor’s warranty for such required funds items has a greater length than one year) shall be timely repaired at no expense to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description Subject to the Leased Propertyprovisions of this Lease, whether ordinary or extraordinaryincluding, structural or nonstructuralwithout limitation, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. subparagraph (b) If, pursuant to below and the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof limitations and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred restrictions imposed by applicable laws and be continuing government and Tenant shall otherwise comply with the applicable provisions of Article 6utility company regula tions, Landlord shall, within ten at its sole cost and expense: (10i) Business Days after such Noticefurnish or cause to be furnished to the Building twenty-four (24) hours a day, subject during each day of the Term, electricity suitable for the intended use of the Premises, hot and cold running water, scavenger and recycling service, and elevator service; (ii) provide to the Premises window washing service for exterior windows and those janitorial services set forth on Exhibit "J" attached hereto and made a part hereof; (iii) maintain and keep lighted the Common Areas in accordance with the applicable provisions of Article 6Building; and (iv) provide heating, disburse such ventilation and air conditioning ("HVAC") to the Premises on all business days starting no later than 7:00 a.m. and ending no earlier than 6:00 p.m. Any HVAC required funds by Tenant for any days and hours other than those in the preceding sentence shall be provided to the Pre mises, upon reasonable notice by Tenant (orto Landlord, if and Tenant shall so electpay the actual costs to Landlord of providing such HVAC as such costs are established from time to time, directly within five (5) business days of receipt of an invoice from Landlord therefor. Landlord represents, warrants, cove nants and agrees that throughout the Term and any extension thereof, said electrical capacity shall not be reduced, and may be increased, as reasonably requested by Tenant, in order to sustain Tenant's intended use of the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantPremises; provided, however, that if any costs relating to such increase shall be incurred and paid by Tenant. Notwithstanding anything to the contrary contained herein, Landlord shall elect not (if reasonably possible) deliver to disburse Tenant written notice of any intended interruption (including, without limitation any cessation or diminution) in the electricity or water supply affecting the Premises, within a reasonable period prior to such required funds as aforesaidinterruption. (b) As used herein, Tenant’s obligation to make such required repair, renovation or replacement "Essential Services" shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement mean (i) ingress and egress to the contraryBuilding (including, Tenant shall have no obligation to make such required repairwithout limitation, renovation or replacement.emergency exits), the Premises, the rest rooms in the Building and the Building's parking area; (ii) HVAC; (iii) life safety systems; (iv) mechanical systems; (v) plumbing and waste disposal systems; and

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairsagreements and/or obligations of Landlord under the Master Lease, replacementsincluding, alterationswithout limitation, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly services provided in this AgreementArticle 13 of the Original Lease, Tenant hereby waivesand, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the maximum extent permitted Master Lease by lawLandlord thereunder, the right Subtenant acknowledges and agrees that Sublandlord shall be entitled to make repairs at any Property at the expense of look to Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enactedperformance. Landlord In addition, Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required workMaster Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life- safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) andabatement, upon such disbursementdiminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)part of Sublandlord. Notwithstanding the foregoing, Landlord may elect not Sublandlord shall use good faith efforts, under the circumstances, to disburse secure such required funds performance upon Subtenant’s request to TenantSublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord; providedprovided that in no event will this sentence be construed to require Sublandlord to commence any litigation, howeverarbitration, judicial reference or other similar proceeding against Landlord. To the extent Sublandlord receives any abatement of Rent under the Master Lease that if Landlord shall elect not relates to disburse such required funds as aforesaidthe Subleased Premises, TenantSubtenant’s obligation to make such required repair, renovation or replacement Rent hereunder shall be deemed waived abated by Landlordthe same amount. With respect to services and repairs required to be effected by Landlord pursuant to the Master Lease, promptly following Sublandlord’s receipt of written notice from Subtenant identifying such repairs and/or services (“Repair Notice”), Sublandlord shall reasonably investigate Subtenant’s Repair Notice, and, notwithstanding anything contained if Sublandlord reasonably determines that Landlord is responsible for such repairs and/or services under the Master Lease, Sublandlord shall commence and diligently pursue to completion commercially reasonably efforts to cause Landlord to undertake appropriate corrective action. Sublandlord agrees to not unreasonably withhold its consent to any work or services requested by Subtenant of Landlord in this Agreement or to the contrarySubleased Premises, Tenant provided that Subtenant shall have no obligation pay all costs and expenses with respect to make such work or services to the extent payment is required repair, renovation or replacementunder the Master Lease.

Landlord’s Obligations. (ai) Except Landlord acknowledges and agrees to hold any and all information of any kind provided by, or on behalf of, Tenant relating to Tenant’s business in the Premises and identified by Tenant to Landlord (i) in writing as confidential or (ii) verbally at the time that Landlord or its representative observes the same (all the foregoing, “Tenant Information”), confidential and not to disclose such to any third parties except for the specific Tenant Information that is permitted under this Lease elsewhere to be disclosed by Landlord to a third party. Landlord shall not use Tenant Information for any purpose other than performing its obligations and exercising its rights under this Lease or otherwise expressly during the ordinary course of Landlord’s business. Tenant Information shall not include information which: (1) is generally known to the public at the time of disclosure or observation by Landlord; (2) becomes generally known to the public after disclosure hereunder other than by breach of this Lease by Landlord (or any third party to which Landlord disclosed Tenant Information pursuant to the terms of the Lease); (3) is provided to Landlord by a third party who is lawfully entitled to possession of such Tenant Information and who does not violate any obligation to Tenant by providing such Tenant Information to the Landlord free of restriction, or (4) is independently developed by employees or agents of the Landlord without the use of Tenant Information. (ii) Notwithstanding anything to the contrary herein contained: (1) Nothing herein shall preclude Landlord from disclosing information required by applicable Legal Requirements, court order, or in this Agreementconnection with litigations between the parties. In the event that Landlord is required by court order or governmental authority or other legal compulsion to disclose Tenant Information, Landlord shall notuse reasonable efforts to promptly inform Tenant in writing so that Tenant may seek a protective order or other appropriate remedy. Landlord shall, under if so requested, cooperate, at no cost to Landlord, with Tenant in such manner as Tenant may reasonably request in connection with Tenant’s efforts to obtain any circumstancessuch order or other remedy. In the event that no such protective order or other remedy is obtained, be then Tenant may furnish only that portion of the Tenant Information which Landlord is advised by counsel that it is legally required to build or rebuild any improvement on the Leased Property, or disclose and shall exercise reasonable efforts to make any repairs, replacements, alterations, restorations or renewals of any nature or description obtain assurance that confidential treatment will be accorded to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Information. (2) Landlord shall have the right to givedisclose Tenant Information to Landlord’s mortgagees, record investors, purchasers (as well as prospective mortgagees, investors and postpurchasers), as appropriatedirectors, notices officers, accounts, attorneys, consultants, contractors and others who have the need to know such Tenant Information in the ordinary course of nonresponsibility under any mechanicLandlord’s lien laws now or hereafter existingbusiness. (b3) IfWhere Landlord is permitted under this Lease to disclose specific Tenant Information to a third party, pursuant it shall only do so after Landlord advises such third party that Landlord is subject to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall confidentiality obligations set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained forth in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementSection 25.15(b).

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant Subject to the terms of this AgreementSection 5.1.3 (c), Tenant is required to make any if funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof and the amount of such expenditures exceeds the amount on deposit in connection with any repair, maintenance or renovation with respect to any Propertythe FF&E Reserve, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten twenty (1020) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to for deposit in the Manager or any other Person performing the required work) FF&E Reserve and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1 (b). Notwithstanding Tenant shall include a good faith projection of funds required pursuant to this Section 5.1.3 (b) in the foregoingFF&E Estimate. (c) Unless and until the Affiliates of Portfolio Manager which sold the Pooled FF&E Hotels to the Portfolio Purchaser and the stock of Landlord to the Portfolio Purchaser have expended $25,000,000 of their own funds to make Capital Replacements at the Pooled FF&E Hotels, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementto cause its Affiliates to make any advances to the FF&E Reserve pursuant to Section 5.1.3 (b).

Landlord’s Obligations. Landlord warrants that, as of Landlord’s delivery of the Premises to Tenant, (aA) Except the Tenant Improvements shall be in compliance with all laws applicable thereto as otherwise expressly provided of the issuance of the building permits therefor, and (B) the Common Areas located outside of the Building shall be in this Agreementcompliance with all laws applicable thereto as of the date the Lease Commencement Date is satisfied, and Landlord shall, at its sole cost and expense (and not as a part of Operating Expenses) and as ▇▇▇▇▇▇’s sole remedy, correct any breach of such warranty promptly following receipt of written notice thereof from Tenant. In addition, Landlord shall notbe responsible, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals as part of any nature or description Operating Expenses to the Leased Propertyextent permitted under Article 4 above, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, for making all alterations to the maximum extent permitted following portions of the Premises and Building required by law, Laws: (i) structural portions of the right to make repairs at Premises but not including any Property Alterations installed by or at the expense request of Landlord pursuant to any law in effect on Tenant, (ii) all Building Systems and Equipment, (iii) all appurtenances located within the Commencement Date for such Property or thereafter enacted. Landlord shall have Premises, except those serving the right to givePremises exclusively, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (biv) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature those portions of the required repair, renovation or replacement, Building located outside the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to TenantPremises; provided, however, that if Landlord shall elect not be responsible for the costs incurred to disburse make alterations to any such required funds portions of the Premises and Building described in clause (i), (ii), (iii), or (iv) above to the extent such alterations are necessary due to the installation of Alterations to the Premises by or at the request of Tenant or as aforesaid, a result of Tenant’s obligation use of the Premises for any purpose other than general office, research and development and light manufacturing purposes permitted under the zoning ordinance applicable to make the Premises as of the date of this Lease, and Tenant shall, within thirty (30) days of Tenant’s receipt of Landlord’s invoice therefor, reimburse Landlord for all such required repaircosts. Except for Landlord’s obligations described in the immediately preceding sentence, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained and elsewhere in this Agreement to Lease and in the contraryTenant Work Letter, Tenant shall have no obligation to make such shall, at its sole cost and expense, be responsible for compliance with all Laws affecting the Premises, including the making of all required repair, renovation or replacementalterations thereto.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, any MSLS Operating Agreement with respect to a Property shall require that funds be disbursed for repairs, maintenance, renovations or replacements at or to such Property (including, but not limited to, pursuant to Section 8.01 and 8.03 of the MSLS Operating Agreements), or if, pursuant to the terms of this AgreementAgreement (including, without limitation, the provisions of SECTION 5.4 hereof), Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any PropertyProperty and the amount of such disbursements or expenditures either exceeds the amount on deposit in the FF&E Reserve or is not a permitted expenditure therefrom, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section SECTION 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.no

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Collective Leased PropertyProperties, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Collective Leased PropertyProperties, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or or, except as provided in Section 5.1.2(b), to make any expenditure whatsoever with respect thereto, or to maintain the Collective Leased Property Properties in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, at any time, any of the Management Agreements require that funds be disbursed for repairs, maintenance, renovations or replacements at or to any Leased Property (including, but not limited to, pursuant to Section 8.01 and 8.03 of the Management Agreements), or, pursuant to the terms of this AgreementAgreement (including, without limitation, Section 4.3), Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any PropertyLeased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementSECTIONS 5.1.2(B) AND 10.2.1, or as otherwise required under the Ground Lease, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs (except for structural repairs), replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, If Tenant is required to make any expenditures expenditure in connection with any repairCapital Repair which is required as a result of a fire, maintenance any other casualty or renovation with respect any other events, circumstances or conditions which threaten the safety or physical well-being of the Hotel's guests or employees or which involve the risk of material property damage or material loss to any Propertythe Hotel or which are required to prevent a material and detrimental economic loss to the Hotel (collectively, "EMERGENCY REPAIRS") and the amount of such expenditures exceeds the amount on deposit in the Reserve Fund, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementEmergency Repair, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten five (105) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required or, if costs for Emergency Repairs have already been incurred by Tenant, reimburse any funds necessary to complete Emergency Repairs which are in excess of the amount on deposit in the Reserve Fund to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect theretoor, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing.44 -37- (b) If, at any time, funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof or, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertythe Leased Property and the amount of such disbursements or expenditures exceeds the amount on deposit in the FF&E Reserve or such repair, maintenance or renovation is not a permitted expenditure from the FF&E Reserve as described in Section 5.1.2(a)(i), (ii) and (iii), Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that, in the event that if Landlord shall elect not to disburse such required any funds as aforesaidpursuant to this Section 5.1.3(b), Tenant’s obligation 's sole recourse shall be to elect not to make such required the applicable repair, renovation maintenance or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementrenovation.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense agreements and/or obligations of Landlord pursuant under the Master Lease and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to any law in effect on be performed under the Commencement Date Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such Property or thereafter enactedperformance. Landlord In addition, Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required workMaster Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) andabatement, upon such disbursementdiminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenantpart of Sublandlord; provided, however, that if Landlord shall elect not and to disburse such required funds as aforesaidthe extent that any circumstance occurs which Sublandlord receives an abatement of rent payable under the Master Lease, Tenant’s obligation Subtenant will similarly have a parallel right to make such required repair, renovation or replacement shall be deemed waived receive an abatement of rent hereunder (proportionate to the portion of the Subleased Premises then occupied by LandlordSubtenant), and, notwithstanding anything contained further, in this Agreement the event of any circumstance (for example, but without limitation, casualty damage) which would entitle Sublandlord to terminate the Master Lease, Subtenant may request in writing that Sublandlord exercise such termination right (which written request shall be provided to Sublandlord not later than ten (10) days prior to the contrarydeadline for Sublandlord to provide such termination notice pursuant to the terms of the Master Lease), Tenant and upon Sublandlord being granted such termination right, or if Sublandlord fails to exercise such termination right within the ten (10) day period specified above and Sublandlord should have been granted such termination right had it exercised its termination right timely, Subtenant will have a similar and parallel right to terminate this Sublease. Notwithstanding the foregoing, Sublandlord shall use good faith efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord; provided, that if such request is made prior to the Phase III Delivery Date, such request does not prejudice any rights Sublandlord may have no obligation under the Master Lease with respect to make the Phase III Premises. Such good faith efforts shall include, without limitation: (a) upon Subtenant's request, immediately notify Master Landlord of its non-performance under the Master Lease and request Master Landlord to perform its obligations; and (b) upon Subtenant's request, take appropriate legal action to enforce the terms of the Master Lease, using attorneys reasonably acceptable to Subtenant, provided that Subtenant agrees to pay all costs and expenses of Sublandlord reasonably incurred in connection therewith and to indemnify, defend and hold Sublandlord harmless from and against all liabilities, claims, expenses, losses and damages arising from such required repair, renovation or replacementaction.

Landlord’s Obligations. Landlord shall comply with all Applicable Laws relating (ai) Except as to the Building Structure, (ii) the Building Systems, but only with respect to Applicable Laws that were enacted, modified or initially enforced prior to the Lease Commencement Date, provided that, in either instance, compliance with such Applicable 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 for the Premises, or would unreasonably and materially affect the safety of Tenant's employees or create a health hazard for Tenant's employees, or would otherwise expressly provided materially and adversely affect Tenant's use of or access to the Premises. In addition to Landlord's obligations set forth in this Agreementthe Tenant Work Letter, Landlord shall notremove, under remediate, encapsulate or ▇▇▇▇▇ any circumstancesother Hazardous Substances (including, be required to build but not limited to, asbestos and lead paint) which were in existence in the Building or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description Project prior to the Leased PropertyDelivery Date, whether ordinary and were of such a nature that a federal, state, local or extraordinarymunicipal governmental authority, structural if it had then had knowledge of the presence of such Hazardous Substances, in the state, and under the conditions that it then existed in the Building or nonstructuralon the Project, foreseen would have then required the removal of such Hazardous Substances or unforeseen, other remedial or to make any expenditure whatsoever containment action with respect thereto. To the extent required by Applicable Laws, or Landlord shall cause an Asbestos Operations and Maintenance Manual to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, be prepared and delivered to Tenant hereby waives, prior to the maximum extent permitted by lawLease Commencement Date, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord and shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to all asbestos disclosure and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementnotification requirements under Applicable Laws.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant Subject to the terms of this AgreementSECTION 5.1.3 (c), Tenant is required to make any if funds in the FF&E Reserve shall be insufficient for necessary and permitted expenditures thereof and the amount of such expenditures exceeds the amount on deposit in connection with any repair, maintenance or renovation with respect to any Propertythe FF&E Reserve, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementCapital Replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article ARTICLE 6, Landlord shall, within ten twenty (1020) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ARTICLE 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to for deposit in the Manager or any other Person performing the required work) FF&E Reserve and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(cSECTION 3.1.1 (b). Notwithstanding Tenant shall include a good faith projection of funds required pursuant to this SECTION 5.1.3 (b) in the foregoingFF&E Estimate. (c) Unless and until the Affiliates of Portfolio Manager which sold the Pooled FF&E Hotels to the Portfolio Purchaser and the stock of Landlord to the Portfolio Purchaser have expended $25,000,000 (net of any applicable value added tax that is refundable) of their own funds to make Capital Replacements at the Pooled FF&E Hotels, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementto cause its Affiliates to make any advances to the FF&E Reserve pursuant to SECTION 5.1.3 (b).

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord Subtenant agrees that Sublandlord shall not, under any circumstances, not be required to build or rebuild perform any improvement on of the Leased Propertycovenants, or to make any repairsagreements and/or obligations of Landlord under the Master Lease, replacementsincluding, alterationswithout limitation, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly services provided in this AgreementArticle 7 of the Master Lease, Tenant hereby waivesand, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the maximum extent permitted Master Lease by lawLandlord thereunder, the right Subtenant acknowledges and agrees that Sublandlord shall be entitled to make repairs at any Property at the expense of look to Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enactedperformance. Landlord In addition, Sublandlord shall have the right no obligation to give, record and post, as appropriate, notices of nonresponsibility under perform any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager repairs or any other Person performing obligation of Landlord under the required workMaster Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) andabatement, upon such disbursementdiminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)part of Sublandlord. Notwithstanding the foregoing, Landlord may elect (i) Sublandlord shall use commercially reasonable efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord, provided that in no event will this sentence or any other provision of this Sublease be construed to require Sublandlord to commence any litigation, arbitration, judicial reference, or other similar proceeding against Landlord; and (ii) in the event that Sublandlord actually receives an abatement of rent under the Master Lease with respect to the Subleased Premises as result of an interruption of services thereto, then Subtenant shall receive a corresponding abatement of Base Rent under this Sublease (not to disburse such required funds exceed the corresponding amounts payable by Subtenant to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement Sublandlord pursuant to the contraryterms hereof or the amount actually received by Sublandlord, Tenant shall have no obligation to make such required repair, renovation or replacementwhichever is less).

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6Section 6.1 above, Landlord shall, within ten at its sole cost and expense, maintain, in good repair and condition, and service all portions of the Buildings and the Premises including, but not limited to, the foundation, roof, ceilings, floor coverings, downspouts, gutters, plumbing fixtures, utility lines, windows, doors, plate glass, exterior, interior, and demising walls, and all systems in the Buildings, including, but not limited to, heating, ventilating, air conditioning, and electrical systems, elevators, lighting facilities, boilers, fired or unfired pressure vessels, fire alarm and/or smoke detection systems and equipment and any other Utility Installations that are not owned by Tenant. In addition, Landlord shall perform or cause to be performed all maintenance, repair and other services to the Common Areas and the Land, as and when the same are reasonably necessary to maintain such areas in good condition and repair, including, but not limited to, landscape maintenance, driveway and parking area maintenance for the parking areas, any private streets and roadways serving or providing access to the Buildings and the Land, exterior lighting maintenance, waste removal, repair and maintenance of walkways, cleaning supplies, miscellaneous building supplies, external painting for the Buildings, exterior and interior Common Area maintenance, insect and pest extermination, security guards or security system for the Buildings, signs for the Buildings and other miscellaneous maintenance. In addition, Landlord shall accept from Tenant for disposal (10by Tenant's depositing such items for storage as specified by Landlord in writing) Tenant's spent Hazardous Substances (in quantities generally comparable with those generated by the Business Days after such Notice, subject to and as of the date of this Lease) ("Spent Materials") for disposal in accordance with Applicable Law. To the applicable provisions extent that the third-parties who haul away such Spent Materials require that the owner of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to Spent Materials sign the Manager manifest or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrarydocumentation, Tenant shall have no obligation sign such manifest or other documentation as the owner thereof. Tenant shall reimburse Landlord for Landlord's actual, documented, third-party costs incurred in having such Spent Materials hauled away from the Land and Buildings in accordance with Applicable Law. Tenant shall pay any amounts owing to make Landlord under the preceding sentence within thirty (30) days following Landlord's delivery of a written invoice, together with supporting documentation, for any such required repair, renovation or replacementamounts.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementSections 5.1.2(b) ----------------- and 10. 2.1 [Sea View --, or as otherwise required under the Ground ---------- Lease,]** Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs (except for structural repairs), replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, If Tenant is required to make any expenditures expenditure in connection with any repairCapital Repair which is required as a result of a fire, maintenance any other casualty or renovation with respect any other events, circumstances or conditions which threaten the safety or physical well-being of the Hotel's guests or employees or which involve the risk of material property damage or material loss to any Propertythe Hotel or which are required to prevent a material and detrimental economic loss to the Hotel (collectively, "Emergency Repairs") and the amount of such ----------------- expenditures exceeds the amount on deposit in the Reserve Fund, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementEmergency Repair, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, ---------- Landlord shall, within ten five (105) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article ------- 6, disburse such required or, if costs for Emergency Repairs have already been - incurred by Tenant, reimburse any funds necessary to complete Emergency Repairs which are in excess of the amount on deposit in the Reserve Fund to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or or, except as provided in Section 5.1.3(b), to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property date hereof or thereafter hereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s 's lien laws now or hereafter existing. (b) If, pursuant at any time, funds in the Reserve shall be insufficient or are reasonably projected to the terms of this Agreement, Tenant is required to make any be insufficient for necessary and permitted expenditures in connection with any repair, maintenance or renovation with respect to any Propertythereof, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacementpermitted action, the estimated cost thereof (including the amount which is in excess of the amount of funds in the Reserve) and such other information with respect thereto as Landlord may reasonably require. Provided that (i) no Event of Default shall have occurred and be continuing as to which (x) ninety (90) days or less shall have elapsed after Notice of the occurrence thereof from Landlord to Tenant or (y) Landlord shall have commenced enforcing and is diligently pursuing enforcing its rights and remedies, and (ii) Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, or such later dates as Tenant may direct by reasonable prior Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c3.1.1(b). Notwithstanding In the foregoing, Landlord may elect not event that any dispute shall arise with respect to Landlord's obligation to disburse such required any funds pursuant to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement this Section 5.1.3(b),such dispute shall be deemed waived by Landlord, and, notwithstanding anything contained resolved in this Agreement to accordance with the contrary, Tenant shall have no obligation to make such required repair, renovation or replacement.applicable provisions of

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementSubtenant shall be entitled to receive the benefit of any services, Landlord shall notutilities, under any circumstancesmaintenance, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterationsand restorations from Landlord under the Master Lease, restorations however Subtenant agrees that Sublandlord shall not be required to furnish any of such services, utilities, maintenance, repairs, replacements or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseenrestorations, or to make perform any expenditure whatsoever with respect theretoother covenants, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense agreements and/or obligations of Landlord pursuant to any law in effect on under the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by LandlordMaster Lease, and, notwithstanding anything contained in this Agreement insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the contraryMaster Lease by Landlord thereunder, Tenant Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance. In addition, Sublandlord shall have no obligation to make perform any repairs or any other obligation of Landlord under the Master Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord. Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of any of the services or facilities that may be appurtenant to or supplied at the Building, whether provided by Landlord under the Master Lease or Sublandlord under the express provisions of this Sublease, and including, without limitation, heat, air conditioning, ventilation, life-safety, water and electricity, if any; and no failure to furnish, or interruption of, any such required repairservices or facilities shall give rise to any (i) abatement (except as expressly set forth in this Sublease), renovation diminution or replacementreduction of Subtenant’s obligations under this Sublease, or (ii) liability on the part of Sublandlord. For the avoidance doubt, the preceding sentence shall not be deemed to abrogate Sublandlord’s obligation to use good faith commercially reasonable efforts to provide the services set forth in Section 3(c) above. Notwithstanding the foregoing or anything to the contrary, Sublandlord shall use good faith commercially reasonable efforts to secure Landlord’s performance of Landlord’s obligations under the Master Lease upon Subtenant’s request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation, arbitration, judicial reference, or other similar proceeding against Landlord.

Landlord’s Obligations. (a) Except as otherwise expressly provided set forth in Section 6.1, above, and subject to the provisions of Articles 11 and 12 of this AgreementLease, Landlord shall notrepair and maintain in good condition and repair the Base Building and the Common Areas, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description except to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, extent that such repairs are required due to the maximum extent permitted by law, the right to make repairs at any Property at the expense negligence or willful misconduct of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall elect not to disburse nevertheless make such required funds as aforesaid, repairs at Tenant’s obligation to make such required repairexpense, renovation or replacement shall be deemed waived or, if covered by Landlord’s insurance, andTenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times upon prior reasonable notice to Tenant (which notice, notwithstanding anything to the contrary contained in Section 21.5 of this Agreement Lease, may be oral, and which notice shall not be required in the case of an emergency) to make repairs, alterations, improvements or additions to the contraryPremises, the Project or any equipment located in the Project as Landlord shall desire or deem necessary, or as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, and (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall have no obligation be performed in a manner so as not to make such required repairmaterially interfere with Tenant’s use of, renovation or replacementaccess to, the Premises; provided further that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementTo the best of Landlord's actual knowledge, Landlord shall not, under any circumstances, be required to build or rebuild any improvement ---------------------- there exists no Hazardous Materials on the Leased PropertyPremises which are in violation of applicable Environmental Laws. If any Hazardous Materials in violation of applicable Environmental Laws are discovered in the Premises (other than as may be the responsibility of Tenant under Subparagraph B of this Section 8.3), and the existence of such Hazardous Materials results in a closure of the Premises or to make any repairspart thereof mandated by any Governmental Authority having jurisdiction thereof, replacements, alterations, restorations or renewals of any nature or description to then and in such event the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right (but not the obligation) to giveremediate or remove such Hazardous Materials, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (bi) If, pursuant if such Hazardous Materials are discovered prior to the terms commencement of this Agreementthe Term, Tenant then the date for commencement of the Lease Term shall be delayed by the same number of days as required for completion of such remediation or removal; and (ii) if such Hazardous Materials are discovered after the commencement of the Term, the Tenant's rent will be abated as is fair and equitable under the circumstances for as long as the Premises or any portion thereof is required to make be closed as the result of such Hazardous Materials. In the event the Landlord declines to undertake or fails to complete such remediation or removal as may be required by applicable Environmental Laws within a period of twelve (12) months following the closure of the Premises by such governmental authority as the result of such Hazardous Materials, then and in such event the Tenant shall have the right and option, as its sole remedy (except as and to the extent provided in the next sentence of this subparagraph C), to terminate this Lease by written notice delivered to Landlord at any expenditures in connection time following the expiration of said twelve (12) month period but prior to the completion of such remediation or removal. In addition, Landlord agrees to indemnify and hold harmless the Tenant from and against any and all liability, claims of liability, suits, actions, proceedings, judgments, penalties and fines paid or incurred by Tenant to any third parties or to any Governmental Authorities (hereinafter referred to as the "Third Party Environmental Liabilities"), together with any repairand all costs and expenses incurred by Tenant in defending against said Third Party Environmental Liabilities (including without limitation attorneys' fees, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereofconsultants' fees and expert fees), which Notice shall set forthmay be asserted against the Tenant as the result of any Hazardous Materials introduced into the Premises in violation of applicable Environmental Laws by the Landlord or its agents, in reasonable detail, servants or employees acting within the nature line and scope of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenanttheir authority; provided, however, that if notwithstanding anything to the contrary provided herein, the Landlord shall elect not to disburse such required funds have any liability for any Hazardous Materials which are present or caused in whole or in part as aforesaidthe result of any negligence, Tenant’s obligation to make such required repairwillful misconduct or other acts or omissions of (i) the Tenant or any of the other Tenant Parties, renovation (ii) any other tenants or replacement shall be deemed waived by occupants of the Building, (iii) any of Landlord, and, notwithstanding anything contained 's predecessors in this Agreement title to the contraryBuilding or any part thereof or interest therein, Tenant shall have no obligation to make such required repairor (iv) any other third parties (other than Landlord's agents, renovation servants or replacementemployees acting within the line and scope of their authority).

Landlord’s Obligations. (a) Except as otherwise expressly provided in this AgreementOn or before the Commencement Date, Landlord shall nothave the Premises tested for mold spore, under any circumstancesand if found, Landlord shall immediately remedy such situation, at its sole cost and expense. Landlord represents and warrants to Tenant that there is no asbestos in the Building or the Premises, but if asbestos is discovered, Landlord shall immediately cause such asbestos to be removed, at its sole cost and expense, and in such case, Landlord shall use its best efforts to have such removal done with minimum interference with Tenant's occupancy of the premises. Notwithstanding anything contained in Paragraphs 32(d) or 32(c), Landlord shall not be required to build or rebuild expend any improvement on the Leased Property, or amounts in excess of $750,000. Should Landlord fail to make any repairs, replacements, alterations, restorations or renewals discharge its obligations pursuant to Paragraphs 32(d) and (e) within a reasonable period of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreementtime, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to giveterminate this Lease by giving not less than ninety (90) days' prior written notice of its intention so to terminate to Landlord, record and post, this Lease shall terminate as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms date specified in such notice with the same effect as if such date were the scheduled expiration date of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)Lease. Notwithstanding the foregoing, Landlord may elect not if Tenant sends such a notice of cancellation and Landlord, prior to disburse the date of termination specified in such required funds notice, substantially completes such remediation or begins such remediation and prosecutes it to completion in good faith and with reasonable diligence, then Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement 's notice shall be deemed waived by Landlord, and, notwithstanding anything contained without force or effect and this Lease shall continue in this Agreement full force and effect. The foregoing provisions shall also apply to the contrary, Tenant shall have no obligation Landlord's obligations with respect to make such required repair, renovation or replacementRadon Gas as set forth in Rider No. 3 and the Landlord's obligations as to ADA compliance pursuant to Paragraph 48.

Landlord’s Obligations. Landlord, at its expense (asubject to reimbursement to the extent set forth in Section 4), shall maintain and repair in good working order, condition and repair and, where necessary, replace the following: (i) Except the footings, foundation, floor slab, sub-grade below floor slab and structural components (defined as otherwise expressly the steel, floor slab, foundations, load-bearing interior and exterior walls, joists, steel frames and columnar supports) of the Building, including the Premises; (ii) all utility lines outside stub locations within the Premises but serving the Premises, including plumbing mains and electrical panels, conduits and connections serving the Premises; (iii) the roof membrane, flashing, gutters, and downspouts of the Building; and (iv) the roof structure of the Building; provided that Tenant shall reimburse Landlord in full for the cost of any repairs performed by Landlord if caused by the negligence or willful misconduct of Tenant or its agents, employees, contractors, invitees and licensees (subject to Section 12(D)). In addition, Landlord, at its expense (subject to reimbursement as provided under Section 4), will maintain the Common Areas and landscaping in good repair and condition and in accordance with all Laws. Landlord shall use reasonable efforts to minimize interference with Tenant’s conduct of business in connection with ▇▇▇▇▇▇▇▇’s performance of any work described in this Agreement, Section 9(A). Tenant will notify Landlord promptly of any defective condition known to Tenant which Landlord is obligated to repair. Landlord shall notundertake such necessary repairs and shall complete same as soon as reasonably practicable, under any circumstancesunless such repair cannot be completed within thirty (30) days, in which event Landlord shall not be in breach provided it commences such repair within this thirty (30) day period and thereafter diligently prosecutes same to completion. If Landlord shall fail to perform the required to build maintenance or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right fail to make repairs at any Property at the expense required of Landlord it pursuant to any law in effect on this paragraph within the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Propertyforegoing cure, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof election and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or without waiving any other Person performing remedy it may otherwise have under this Lease or at law or in equity, perform such maintenance or make such repairs on Landlord’s behalf and charge Landlord the required work) and, upon such disbursement, the Minimum Rent shall be adjusted costs so incurred by Tenant for same. Except as provided in Section 3.1.1(c). Notwithstanding the foregoingthis Lease, Landlord may elect shall not be obligated to disburse such required funds provide any maintenance, repairs, replacements or services to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation Tenant or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementPremises.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on The Parties acknowledge that the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals Base Plans and Base Specifications incorporate the requirements of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and postTenant, as appropriateagreed with the Tenant, notices in respect of nonresponsibility under any mechanic’s lien laws now or hereafter existingits general requirements for the design and specifications of the Facility. (b) If, pursuant The Tenant shall be provided with reasonable time to review and provide their comments on any designs in relation to the terms Project. Design workshops leading to the staged design submissions shall be held at the following stages of completion: (i) 30% completion – concept design (this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give stage was completed on 21 November 2012); (ii) 60% completion – schematic design; (iii) 90% completion – tender issue; (iv) Approved for construction (if applicable); and (v) Contractor shop drawings. (c) The Landlord Notice thereof, which Notice shall set forth, in reasonable detail, develop and produce the nature of the required repair, renovation or replacement, the estimated cost thereof Detailed Plans and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and Specifications in accordance with the Base Plans and Base Specifications. (d) The Landlord shall design and construct the Facility (where applicable) such that, inter alia,: (i) the Facility is in compliance with the Base Plans and Base Specifications set out in Appendix 2 and the requirements herein; (ii) the Facility is targeted to obtain a minimum of 81% CONQUAS score and design and construction in accordance with the National Productivity and Quality Standards; (iii) the Facility is able to obtain a minimum of BCA ▇▇▇▇▇ ▇▇▇▇ certification and LEED certification and the Landlord shall instruct the Main Contractor to provide all necessary support and information to facilitate the application and approval process. The Landlord shall endeavour to design and construct the Facility such that they are able to obtain BCA Green ▇▇▇▇ ▇▇▇▇ and LEED Gold scores Provided that in doing so, the Landlord is not financially prejudiced; and (iv) the design and construction of the Facility is in accordance with all applicable laws. (e) The Landlord shall at its own cost develop and complete the Facility in accordance with the Detailed Plans and Specifications, subject to such amendment and modification as may be made thereto in accordance with the provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c)this Agreement. Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if The Landlord shall elect not procure all necessary utilities to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement undertake and complete the Project and shall be deemed waived ensure that the development works carried out by Landlord, and, notwithstanding anything contained it are in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementcompliance with applicable laws and regulations.

Landlord’s Obligations. (a) Except as otherwise expressly provided set forth in Section 6.1, above, and subject to the provisions of Articles 11 and 12 of this AgreementLease, Landlord shall notrepair and maintain in good condition and repair the Building Structure and the Common Areas outside of the Building, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description except to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, extent that such repairs are required due to the maximum extent permitted by law, the right to make repairs at any Property at the expense negligence or willful misconduct of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if such repairs are due to the negligence or willful misconduct of Tenant, Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to nevertheless make such required repairrepairs at Tenant's expense, renovation or replacement shall be deemed waived or, if covered by Landlord's insurance, andTenant shall only be obligated to pay any deductible in connection therewith. Landlord may, but shall not be required to, enter the Premises at all reasonable times upon at least 24 hours' prior notice to Tenant (which notice, notwithstanding anything to the contrary contained in Section 21.2 of this Agreement Lease, may be oral, and which notice shall not be required in the case of an actual or apparent emergency) to make repairs, alterations, improvements or additions to the contraryPremises, the Project or any equipment located in the Project as Landlord shall desire or deem necessary, or as Landlord may be required to perform by governmental or quasi-governmental authority or court order or decree; provided, however, except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, and (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall have no obligation be performed in a manner so as not to make such required repairmaterially interfere with Tenant's use of, renovation or replacementaccess to, the Premises; provided further that, with respect to items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant's use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect.

Landlord’s Obligations. (a) Except as otherwise expressly provided Anything contained in this AgreementSublease or in the Prime Lease to the contrary notwithstanding, Landlord shall nothave no responsibility to Tenant for, under any circumstances, and shall not be required to build provide, any of the services or rebuild make any improvement on of the Leased Propertyrepairs or restorations that Prime Landlord has agreed to make or provide, or cause to make any repairsbe made or provided, replacementsunder the Prime Lease (including, alterationswithout limitation, restorations those set forth in Sections 11(B) [Lessor's Obligations], and Section 16 [Indemnification and Liability] thereof), and Tenant shall rely upon, and look solely to, Prime Landlord for the provision or renewals making thereof. If Prime Landlord shall default in the performance of any nature or description to of its obligations under the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseenPrime Lease, or if Tenant wishes to make any expenditure whatsoever with respect thereto, file a protest or to maintain dispute any matter or thing, Landlord has the Leased Property in any wayright to protest or dispute as tenant under the Prime Lease, then Tenant shall advise Landlord of such protest or dispute (together with all material facts and circumstances pertaining thereto) and Landlord shall make demand on Prime Landlord and shall employ all reasonable efforts to cause Prime Landlord to cure such default or resolve such dispute. Except as otherwise expressly provided may result from a default of Landlord from its obligations specified in this Agreementthe preceding sentence, Tenant hereby waivesshall not make any claim against Landlord for any damage which may arise, nor shall Tenant's obligations hereunder be impaired or abated (except for any abatement provided to and actually received by Landlord) by reason of (i) the maximum extent permitted by lawfailure of Prime Landlord to keep, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property observe or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, perform its obligations pursuant to the terms Prime Lease, or (ii) the acts or omissions of this AgreementPrime Landlord and each of its agents, Tenant is required to make any expenditures in connection with any repaircontractors, maintenance servants, employees, invitees or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Notice, subject to and in accordance with the applicable provisions of Article 6, disburse such required funds to Tenant (or, if Tenant shall so elect, directly to the Manager or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to Tenant; provided, however, that if Landlord shall elect not to disburse such required funds as aforesaid, Tenant’s obligation to make such required repair, renovation or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementlicensees.

Landlord’s Obligations. (a) Except as otherwise expressly provided in this Agreement, Landlord shall not, under any circumstances, be required to build or rebuild any improvement on the Leased Property, or to make any repairs, replacements, alterations, restorations or renewals of any nature or description to the Leased Property, whether ordinary or extraordinary, structural or nonstructural, foreseen or unforeseen, or to make any expenditure whatsoever with respect thereto, or to maintain the Leased Property in any way. Except as otherwise expressly provided in this Agreement, Tenant hereby waives, to the maximum extent permitted by law, the right to make repairs at any Property at the expense of Landlord pursuant to any law in effect on the Commencement Date for such Property or thereafter enacted. Landlord shall have the right to give, record and post, as appropriate, notices of nonresponsibility under any mechanic’s lien laws now or hereafter existing. (b) If, pursuant to the terms of this Agreement, Tenant is required to make any expenditures in connection with any repair, maintenance or renovation with respect to any Property, Tenant may, at its election, advance such funds or give Landlord Notice thereof, which Notice shall set forth, in reasonable detail, the nature of the required repair, renovation or replacement, the estimated cost thereof and such other information with respect thereto as Landlord may reasonably require. Provided that no Event of Default shall have occurred and be continuing and Tenant shall otherwise comply with the applicable provisions of Article 6, Landlord shall, within ten (10) Business Days after such Noticeat all times during the Lease Term, subject to and in accordance a manner consistent with the applicable provisions Class A multi-tenant buildings of Article 6comparable age and condition located in the Central Perimeter Market of Atlanta, disburse such required funds to Tenant Georgia, maintain in good condition and repair: the foundation, floor slabs, roof structure, load-bearing, and exterior walls of the Building; all exterior Building windows; and all Systems and Equipment constructed or installed by Landlord on the Property other than Systems and Equipment (orincluding, if Tenant shall so electwithout limitation, directly to the Manager any Supplemental Equipment) installed by, on behalf of, or any other Person performing the required work) and, upon such disbursement, the Minimum Rent shall be adjusted as provided in Section 3.1.1(c). Notwithstanding the foregoing, Landlord may elect not to disburse such required funds to exclusively for Tenant; provided, however, that if Tenant shall, at its sole expense, repair all damage to the Premises or Property caused by the activities of Tenant or any Tenant Party. The provisions of this Subsection (b) shall in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3 above (to the extent permitted pursuant to Article 3), the costs incurred by Landlord in performing such maintenance and/or making such repairs. There shall elect be no abatement of Rent and no liability of Landlord by reason of any injury to or interference with Tenant's business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or Property; provided, however, Landlord in the performance of such work agrees to use commercially reasonable efforts to minimize, to the extent reasonably practicable under the circumstances, interference with Tenant's operations in the Premises. Commercially reasonable efforts shall not require Landlord to disburse schedule or perform any such required funds as aforesaidwork after Normal Business Hours (a) in the event of casualty, Tenant’s obligation condemnation, imminent harm to persons or damage to property, or other emergency or (b) in the event that scheduling and performing such work after Normal Business Hours would result in Additional Costs unless Tenant pays for such Additional Costs. Tenant waives any right to make such required repairrepairs at Landlord's expense that Tenant may have under any statute, renovation ordinance or replacement shall be deemed waived by Landlord, and, notwithstanding anything contained other Law now or hereafter in this Agreement to the contrary, Tenant shall have no obligation to make such required repair, renovation or replacementeffect.