Common use of Liens and Claims Clause in Contracts

Liens and Claims. (a) During the Term, Tenant shall not suffer or permit to be enforced against the Development, or any part thereof, any mechanics', materialmen's, contractors', vendors', laborers' or subcontractors' liens growing out of the work, except work by or for Landlord or the City, on any building, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability for any and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses in connection therewith. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof. (b) Notwithstanding the foregoing, Tenant shall have the right to contest any such Lien and if Tenant shall in good faith contest the validity of such Lien, then Tenant shall, at its sole expense, defend itself, Landlord and the City against the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against Landlord, the City or the Development. If Landlord shall require, Tenant shall furnish to Landlord a surety bond or other security reasonably satisfactory to Landlord in an amount at least equal to such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liens.

Liens and Claims. (a) During Tenant will keep the Term, Tenant shall not suffer or permit to be enforced against Property and the Development, or any part thereof, Complex free from any mechanics', materialmen's, contractors', vendors', laborersdesigners' or subcontractorsother liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Tenant will upon request record and post notices of non-responsibility or such similar protective notices as Landlord may reasonably request. If any such liens are filed against Tenant or the Property or Tenant’s leasehold estate as a result of the failure to pay any amount that is Tenant’s responsibility and Tenant, within 45 days after such filing, does not release the same of record or provide Landlord with a bond or other surety satisfactory to Landlord protecting Landlord and the Property and the Complex against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under the Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' liens growing fees and costs). To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Related Parties and the Property and the Complex from and against any Claims in any manner relating to or arising out of the workTenant Improvements, except any of the Work or any other work performed, materials furnished or obligations incurred by or for Landlord Tenant or the Cityany person or entity claiming by, on any buildingthrough or under Tenant, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability but not for any Claims arising from the Work or materials furnished and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses obligations incurred in connection therewithwith any the Work to the extent such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof.NEW EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT (b) Notwithstanding the foregoing, Tenant Landlord shall have the right to contest not permit any such Lien liens to be placed upon Tenant or the Premises or Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. If any such liens are filed against Tenant or the Premises or Tenant’s leasehold estate as a result of the failure to pay any amount that is Landlord’s responsibility and if Tenant shall in good faith contest the validity of Landlord, within 45 days after such Lienfiling, then Tenant shall, at its sole expense, defend itself, Landlord and the City against does not release the same and shall pay and satisfy any adverse expense of record or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against Landlord, the City or the Development. If Landlord shall require, provide Tenant shall furnish to Landlord with a surety bond or other security reasonably surety satisfactory to Landlord in an amount at least equal to Tenant protecting Tenant and Tenant’s leasehold estate against such contested Lien indemnifying liens, Tenant may, without waiving its rights and remedies based upon such breach by Landlord and without releasing Landlord from any obligation under the City Lease, cause such liens to be released by any means Tenant deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. All reasonable sums paid and costs incurred by Tenant to do so will be credited against liability for the sameRent that first become due following such events or, and holding the Development free from the effect of such Lien. (c) at Tenant’s option, Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability will promptly reimburse Tenant for all Lienssums paid and costs incurred. To the fullest extent allowable under the Laws, Landlord releases and will indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant, the Premises and Tenant’s leasehold estate in the Premises from and against any Claims in any manner relating to or arising out of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”.

Liens and Claims. (a) During the Term, Tenant No Condominium Sublessee shall not suffer or permit to be enforced against its Unit or the DevelopmentCommon Are, or any part thereof, any mechanics', materialmen's, contractors', vendors'’, laborers' ’, material men’s contractors’, sub-contractors’ or subcontractors' other liens arising from, or any claim for damages growing out of the workof, except work by or for Landlord or the Cityany Alteration, on any building, constructionDecoration, repair, alteration, restoration, replacement or improvementimprovement required or permitted by this Sublease, and Tenant or any other claim or demand however the same may arise, but each Condominium Sublessee shall pay or cause to be paid all of said such liens, claims or and demands before any action is brought to enforce the same against the Development. Tenant same; and each Condominium Sublessee hereby indemnifies and agrees to indemnify and hold Landlord the Sublessor, the Master Sublessee, the County and the City and the Development Property free and harmless from all liability for any and all such liens, claims, demands and actions (collectively the "Liens")demands, together with reasonable attorney's fees and all costs and expenses in connection therewiththerewith including, without limitation, any attorneys’ fees incurred by Sublessor, the aster Sublessee or the County. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof. (b) Notwithstanding the foregoing, Tenant shall have the right to contest any such Lien and if Tenant shall A Condominium Sublessee may in good faith contest the validity of any such Lienlien, then Tenant claim or demand; provided, that, such Condominium Sublessee shall, at its sole expense, defend itself, Landlord Sublessor, Master Sublessee and the City County against the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against LandlordSublessor, Master Sublessee, the City County or any portion of the DevelopmentProperty. If Landlord shall requireEach Condominium Sublessee contesting such lien, Tenant claim or demand shall furnish to Landlord Sublessor and the county a surety survey bond or other security reasonably assurance satisfactory to Landlord Sublessor and the County, respectively, in an amount at least equal to such the contested Lien lien, claim or demand indemnifying Landlord Sublessor, Master Sublessee, and the City County against liability for the same, or shall provide and holding record the Development free bond provided for in Section 3143 of the California Civil Code or any successor statute hereinafter enacted, freeing the Property from the effect of such Lien. lien or claim or action thereon, unless such Condominium Sublessee has received a written waiver of both of the foregoing requirements from Sublessor and the County. In the even that a Condominium Sublessee fails to pay and discharge any liens or claims arising hereunder after ten (c10) Landlord reserves days written notice from Sublessor, Master Sublessee or the County, then the Sublessor, Master Sublessee or the County, whichever is appropriate, shall have the right at any time (but not be obligated) to make such payments as are necessary and to recover such amounts and expenses, including attorneys’ fees incurred by Sublessor, Master Sublessee or the County, whichever is appropriate, from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all LiensCondominium Sublessee upon demand.

Liens and Claims. (a) During Tenant will keep the Term, Tenant shall not suffer or permit to be enforced against Property and the Development, or any part thereof, Complex free from any mechanics', materialmen's, contractors', vendors', laborersdesigners' or subcontractorsother liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Tenant will upon request record and post notices of non-responsibility or such similar protective notices as Landlord may reasonably request. If any such liens are filed and Tenant, within fifteen (15) days after such filing, does not release the same of record or provide Landlord with a bond or other surety satisfactory to Landlord protecting Landlord and the Property and the Complex against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under the Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' liens growing fees and costs). To the fullest EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Related Parties and the Property and the Complex from and against any Claims in any manner relating to or arising out of the workTenant Improvements, except any of the Work or any other work performed, materials furnished or obligations incurred by or for Landlord or the City, on any building, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability for any and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses in connection therewith. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof. (b) Notwithstanding the foregoing, Tenant shall have the right to contest any such Lien and if Tenant shall in good faith contest the validity of such Lien, then Tenant shall, at its sole expense, defend itself, Landlord and the City against the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against Landlordperson or entity claiming by, the City through or the Developmentunder Tenant. If Landlord shall require, Tenant shall furnish to Landlord a surety bond or other security reasonably satisfactory to Landlord in an amount at least equal to such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liens.EXHIBIT D – TENANT IMPROVEMENTS AGREEMENT

Liens and Claims. (a) During the Term, Tenant Audubon shall not suffer or permit to be created, filed, recorded, or enforced against the Development, Property or any part thereofthereof or interest therein, any mechanics', materialmen's, contractors', vendors', laborers' or subcontractors' liens liens, privileges, claims, demands, security interests, or actions growing out of or arising from any claim for damage growing out of the work, except work by or for Landlord or the City, on of any building, construction, repair, alteration, restoration, replacement or improvement, or any other claim or demand howsoever the same may arise (hereinafter "Lien" or collectively the "Liens"). Audubon shall, at its sole cost and Tenant shall pay expense, satisfy or cause to be paid satisfied, bonded, or discharged of record to the reasonable satisfaction of the City all of said liensLiens and all amounts claimed thereunder on or before the earlier of (i) thirty (30) days after such Lien is filed, claims or demands before (ii) the date on which any action is brought to enforce the same against the DevelopmentProperty or any part thereof, or (iii) such shorter period as may be required by Governmental Requirements. Tenant agrees to indemnify Audubon shall reimburse the City for and indemnify, defend, and hold Landlord and the City harmless for, from, and the Development free against any and harmless all damage or loss sustained by any such parties or claims or liabilities asserted against any such parties arising from all liability for any and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's attorneys' fees and all costs and expenses in connection therewith. Tenant Audubon shall notify Landlord the City of the filing of a Lien within ten (10) Business Days days after Tenant Audubon has actual knowledge thereof. (b) . Notwithstanding the foregoing, Tenant shall have after prior written notice to the right to contest any such Lien and if Tenant shall in good faith contest the validity of such LienCity, then Tenant shallAudubon may, at its sole cost and expense, contest by appropriate legal proceedings, promptly initiated and conducted in good faith and with due diligence, the amount or validity or application in whole or in part of any Lien, provided that: (i) no Event of Default has occurred and is continuing; (ii) the proceeding will suspend the collection of the Lien or Audubon pays the entire amount of the Lien under protest; (iii) neither the Property, the Improvements, nor any part thereof or interest therein will be in danger of being sold, forfeited, terminated, canceled or lost; and (iv) Audubon shall defend itself, Landlord itself and the City against the same Lien and shall pay and satisfy the amount of such Lien, and any adverse expense or cost or any adverse judgment and costs and other expenses related thereto thereto, including, without limitation, any attorneys' fees and other costs, that may be rendered thereon before the enforcement thereof against Landlordthe City, the City Property or the DevelopmentImprovements. If Landlord the City shall require, Tenant then on or before the earlier of (i) thirty (30) days after demand by the City, or (ii) the commencement of such contest, Audubon shall furnish to Landlord the City a surety bond bond, cash or other security reasonably satisfactory to Landlord the City in an amount at least equal to 125% of such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development Property free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liens.

Liens and Claims. (a) During the Term, Tenant shall not suffer or permit to be enforced against the Development, or any part thereof, any mechanics', materialmen's, contractors', vendors', laborers' or subcontractors' liens growing out of the work, except work by or for Landlord or the City, on any building, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability for any and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses in connection therewith. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof. (b) Notwithstanding the foregoing, Tenant shall have the right to contest any such Lien and if Tenant shall in good faith contest the validity of such Lien, 120 then Tenant shall, at its sole expense, defend itself, Landlord and the City against the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against Landlord, the City or the Development. If Landlord shall require, Tenant shall furnish to Landlord a surety bond or other security reasonably satisfactory to Landlord in an amount at least equal to such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liens.

Liens and Claims. (a) During Tenant will keep the Term, Tenant shall not suffer or permit to be enforced against Property and the Development, or any part thereof, Complex free from any mechanics', materialmen's, contractors', vendors', laborersdesigners' or subcontractorsother liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Tenant will upon request record and post notices of non-responsibility or such similar protective notices as Landlord may reasonably request. If any such liens are filed against Tenant or the Property or Tenant’s leasehold estate as a result of the failure to pay any amount that is Tenant’s responsibility and Tenant, within 45 days after such filing, does not release the same of record or provide Landlord with a bond or other surety satisfactory to Landlord protecting Landlord and the Property and the Complex against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under the Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' liens growing fees and costs). To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Related Parties and the Property and the Complex from and against any Claims in any manner relating to or arising out of the workTenant Improvements, except any of the Work or any other work performed, materials furnished or obligations incurred by or for Landlord Tenant or the Cityany person or entity claiming by, on any buildingthrough or under Tenant, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability but not for any Claims arising from the Work or materials furnished and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses obligations incurred in connection therewith. Tenant shall notify Landlord with any the Work to the extent such Claims are the result of Landlord’s failure to timely pay the filing Improvement Allowance in accordance with the terms of a Lien within ten (10) Business Days after Tenant has actual knowledge thereofthis New Exhibit “D”. (b) Notwithstanding Landlord shall not permit any such liens to be placed upon Tenant or the foregoingPremises or Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. If any such liens are filed against Tenant or the Premises or Tenant’s leasehold estate as a result of the failure to pay any amount that is Landlord’s responsibility and Landlord, within 45 days after such filing, does not release the same of record or provide Tenant with a bond or other surety satisfactory to Tenant protecting Tenant and Tenant’s leasehold estate against such liens, Tenant may, without waiving its rights and remedies based upon such breach by Landlord and without releasing Landlord from any obligation under the Lease, cause such liens to be released by any means Tenant deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. All reasonable sums paid and costs incurred by Tenant to do so will be credited against Rent that first become due following such events or, at Tenant’s option, Landlord will promptly reimburse Tenant for all sums paid and costs incurred. To the fullest extent allowable under the Laws, Landlord releases and will indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant, the Premises and Tenant’s leasehold estate in the Premises from and against any Claims in any manner relating to or arising out of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. DT Project - Floors 5&6 Timeline 11/15/12 11/21/12 DealerTrack delivers Space Plans for 5 & 6 to Landlord for Approval 11/27/12 LL delivers Space Plan comments back to DealerTrack 11/30/12 DealerTrack reviews comments & provides Architect with directive, if applicable 12/5/12 DealerTrack's Architect completes Space Plans per LL and DealerTrack comments, if applicable 12/6/12 DealerTrack delivers revised Space Plans to LL, if applicable 12/7/12 DealerTrack's Architect starts CD's & begins coordination with MEP Engineers 11/22/12-11/25/12 Non-Productive days due to Thanksgiving Holiday 12/24/12-1/1/13 Non-Productive days due to Christmas & New Year's Holidays 1/7/13 DealerTrack delivers Demo Plans to LL for review 1/8/13 LL delivers Demo Plans comments back to DealerTrack 1/10/13 DealerTrack reviews comments & provides Architect with directive, if applicable 1/11/13 DealerTrack's Architect completes Demo Plans per LL and DealerTrack comments, if applicable 1/14/13 DealerTrack delivers final Demo Plans to LL, if applicable 1/15/13 LL sends Demo Plans out to bid 1/21/13 Demo Bids are back to LL 1/24/13 Demo begins 2/11/13 Demo complete 1/23/13 DealerTrack delivers CD's to LL for review 1/25/13 LL delivers CD's comments back to DealerTrack 1/29/13 DealerTrack reviews comments & provides Architect with directive, if applicable 2/1/13 DealerTrack's Architect completes CD's per LL and DealerTrack comments, if applicable 2/5/13 LL sends CD's out to bid for New Construction 2/14/13 New Construction Bids are back to LL 2/15/13 LL Analyzes Bids 2/19/13 DealerTrack approves GC and Authorizes Construction to Begin 2/21/13 New Construction Begins 5/15/13 Substantial Construction Completion Achieved Tenant shall have a right of first refusal to lease any vacant space on the right seventh (7th) floor of the Building (the "ROFR Floor") that becomes available for lease after the Effective Date, subject to contest any such Lien and if Tenant the following terms: A. For the purposes of this Exhibit, the term “Qualifying Offer” shall in good faith contest mean a written bona fide offer from a third party that covers some or all of the validity of such Lien, then Tenant shall, at its sole expense, defend itself, Landlord ROFR Floor but not more than the ROFR Floor and the City against Rentable Area equivalent of one additional floor in the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against LandlordBuilding (i.e., the City or the Development7th floor containing 24,907 square feet). If Landlord receives a Qualifying Offer (the space on the 7th floor covered by such Qualifying Offer is herein referred to as the "ROFR Space") that Landlord desires to accept, Landlord shall require, notify Tenant shall furnish in writing of such offer and the terms thereof (each an "Offer Notice"). Any offer to Landlord lease from a surety bond or other security reasonably satisfactory to Landlord in an amount third party prospective tenant that covers at least equal 50,000 square feet of Rentable Area in the Building and includes all (but not less than all) of the Rentable Area on the 7th floor will not be considered a Qualifying Offer and is not subject to such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liensfirst refusal contained in this Exhibit.

Liens and Claims. (a) During Tenant will keep the Term, Tenant shall not suffer or permit to be enforced against Property and the Development, or any part thereof, Complex free from any mechanics', materialmen's, contractors', vendors', laborersdesigners' or subcontractorsother liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant. Tenant will upon request record and post notices of non-responsibility or such similar protective notices as Landlord may reasonably request. If any such liens are filed against Tenant or the Property or Tenant’s leasehold estate as a result of the failure to pay any amount that is Tenant’s responsibility and Tenant, within 45 days after such filing, does not release the same of record or provide Landlord with a bond or other surety satisfactory to Landlord protecting Landlord and the Property and the Complex against such liens, Landlord may, without waiving its rights and remedies based upon such breach by Tenant and without releasing Tenant from any obligation under the Lease, cause such liens to be released by any means Landlord deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' liens growing fees and costs). To the fullest extent allowable under the Laws, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable to Landlord) and hold harmless the Landlord Related Parties and the Property and the Complex from and against any Claims in any manner relating to or arising out of the workTenant Improvements, except any of the Work or any other work performed, materials furnished or obligations incurred by or for Landlord Tenant or the Cityany person or entity claiming by, on any buildingthrough or under Tenant, construction, repair, alteration, restoration, replacement or improvement, and Tenant shall pay or cause to be paid all of said liens, claims or demands before any action is brought to enforce the same against the Development. Tenant agrees to indemnify and hold Landlord and the City and the Development free and harmless from all liability but not for any Claims arising from the Work or materials furnished and all such liens, claims, demands and actions (collectively the "Liens"), together with reasonable attorney's fees and all costs and expenses obligations incurred in connection therewithwith any the Work to the extent such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. Tenant shall notify Landlord of the filing of a Lien within ten (10) Business Days after Tenant has actual knowledge thereof.Assignment, Assumption And First Amendment To Office Lease Agreement 12/31/2012 (b) Notwithstanding Landlord shall not permit any such liens to be placed upon Tenant or the foregoingPremises or Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. If any such liens are filed against Tenant or the Premises or Tenant’s leasehold estate as a result of the failure to pay any amount that is Landlord’s responsibility and Landlord, within 45 days after such filing, does not release the same of record or provide Tenant with a bond or other surety satisfactory to Tenant protecting Tenant and Tenant’s leasehold estate against such liens, Tenant may, without waiving its rights and remedies based upon such breach by Landlord and without releasing Landlord from any obligation under the Lease, cause such liens to be released by any means Tenant deems proper, including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. All reasonable sums paid and costs incurred by Tenant to do so will be credited against Rent that first become due following such events or, at Tenant’s option, Landlord will promptly reimburse Tenant for all sums paid and costs incurred. To the fullest extent allowable under the Laws, Landlord releases and will indemnify, protect, defend (with counsel reasonably acceptable to Tenant) and hold harmless Tenant, the Premises and Tenant’s leasehold estate in the Premises from and against any Claims in any manner relating to or arising out of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this New Exhibit “D”. Assignment, Assumption And First Amendment To Office Lease Agreement 12/31/2012 New Exhibit D-1 DT Project - Floors 5&6 Timeline 11/15/12 11/21/12 DealerTrack delivers Space Plans for 5 & 6 to Landlord for Approval 11/27/12 LL delivers Space Plan comments back to DealerTrack 11/30/12 DealerTrack reviews comments & provides Architect with directive, if applicable 12/5/12 DealerTrack's Architect completes Space Plans per LL and DealerTrack comments, if applicable 12/6/12 DealerTrack delivers revised Space Plans to LL, if applicable 12/7/12 DealerTrack's Architect starts CD's & begins coordination with MEP Engineers 11/22/12-11/25/12 Non-Productive days due to Thanksgiving Holiday 12/24/12-1/1/13 Non-Productive days due to Christmas & New Year's Holidays 1/7/13 DealerTrack delivers Demo Plans to LL for review 1/8/13 LL delivers Demo Plans comments back to DealerTrack 1/10/13 DealerTrack reviews comments & provides Architect with directive, if applicable 1/11/13 DealerTrack's Architect completes Demo Plans per LL and DealerTrack comments, if applicable 1/14/13 DealerTrack delivers final Demo Plans to LL, if applicable 1/15/13 LL sends Demo Plans out to bid 1/21/13 Demo Bids are back to LL 1/24/13 Demo begins 2/11/13 Demo complete 1/23/13 DealerTrack delivers CD's to LL for review 1/25/13 LL delivers CD's comments back to DealerTrack 1/29/13 DealerTrack reviews comments & provides Architect with directive, if applicable 2/1/13 DealerTrack's Architect completes CD's per LL and DealerTrack comments, if applicable 2/5/13 LL sends CD's out to bid for New Construction 2/14/13 New Construction Bids are back to LL 2/15/13 LL Analyzes Bids 2/19/13 DealerTrack approves GC and Authorizes Construction to Begin 2/21/13 New Construction Begins 5/15/13 Substantial Construction Completion Achieved Assignment, Assumption And First Amendment To Office Lease Agreement 12/31/2012 NEW EXHIBIT “H” Right of First Refusal Tenant shall have a right of first refusal to lease any vacant space on the right seventh (7th) floor of the Building (the "ROFR Floor") that becomes available for lease after the Effective Date, subject to contest any such Lien and if Tenant the following terms: A. For the purposes of this Exhibit, the term “Qualifying Offer” shall in good faith contest mean a written bona fide offer from a third party that covers some or all of the validity of such Lien, then Tenant shall, at its sole expense, defend itself, Landlord ROFR Floor but not more than the ROFR Floor and the City against Rentable Area equivalent of one additional floor in the same and shall pay and satisfy any adverse expense or cost or any adverse judgment and costs and other expenses related thereto that may be rendered thereon before the enforcement thereof against LandlordBuilding (i.e., the City or the Development7th floor containing 24,907 square feet). If Landlord receives a Qualifying Offer (the space on the 7th floor covered by such Qualifying Offer is herein referred to as the "ROFR Space") that Landlord desires to accept, Landlord shall require, notify Tenant shall furnish in writing of such offer and the terms thereof (each an "Offer Notice"). Any offer to Landlord lease from a surety bond or other security reasonably satisfactory to Landlord in an amount third party prospective tenant that covers at least equal 50,000 square feet of Rentable Area in the Building and includes all (but not less than all) of the Rentable Area on the 7th floor will not be considered a Qualifying Offer and is not subject to such contested Lien indemnifying Landlord and the City against liability for the same, and holding the Development free from the effect of such Lien. (c) Landlord reserves the right at any time and from time to time to post and maintain on the Development such notices of nonresponsibility or other notices as may be necessary to protect Landlord and the City against liability for all Liensfirst refusal contained in this Exhibit.