Common use of Liens and Claims Clause in Contracts

Liens and Claims. Tenant will keep the Property and the Complex free from any mechanics', materialmen's, designers' or other 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; provided, that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”. 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' 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s 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 Exhibit “D”.

Liens and Claims. Tenant will keep Should any Subcontractor or any other Person acting through or under Contractor or any Subcontractor file a claim, lien, encumbrance, security interest or right in rem of any kind is filed or asserted against or attached upon all or any portion of the Property Barge, the Work, the Job Site or the Facility or any interest therein, Contractor shall, at its sole cost and expense, promptly (i) remove, pay or discharge, and discharge of record, or post a bond against, any such claim, lien, encumbrance, security interest or right in rem and (ii) indemnify and protect the Complex free Owner Indemnified Parties as set forth in Section 19.2(D), which indemnity shall survive the termination of this Agreement. Contractor shall immediately notify Owner of the assertion of any such claim, lien, encumbrance, security interest or right in rem against the Barge, the Work, the Job Site, the Facility, or any part thereof. Upon the failure of Contractor promptly to remove, pay, discharge or post a bond against, any such claim, lien, encumbrance, security interest or right in rem as required hereby within twenty (20) days of notice of the existence thereof from any mechanics'source, materialmen'sOwner may, designersin its sole discretion and in addition to any other rights that it has under this Agreement, at law or equity, take any one or more of the following actions: (i) remove, pay or discharge such claim, lien encumbrance, security interest or right in rem using whatever means that Owner, in its sole discretion deems appropriate, including the payment of settlement amounts. In such circumstance, Contractor shall be liable to Owner for all Damages (including all attorneys' or other liens fees, consultant fees and litigation expenses, and settlement payments) incurred by Owner arising out of any work performedor relating to such removal and discharge. All such Damages shall be paid by Contractor no later than thirty (30) days after receipt of each invoice from Owner; (ii) seek and obtain an order granting specific performance from a court of competent jurisdiction, materials furnished requiring that Contractor immediately discharge and remove, by bond, payment or obligations otherwise, such claim, lien, encumbrance, security interest or right in rem. The Parties expressly agree that Owner shall be entitled to such specific performance and that Contractor shall be liable to Owner for all Damages (including all attorneys' fees, consultant fees and litigation expenses) incurred by Owner arising out of or for Tenant or any person or entity claiming by, through or under Tenant; provided, relating to such specific performance action. Contractor agrees that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”. 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 discharge and remove any amount such claim, lien, encumbrance, security interest or right in rem will give rise to irreparable injury to Owner and Owner's Affiliates, and further, that is Tenant’s responsibility Owner and Tenant, within 45 days after such filing, does Owner Affiliates will not release the same of record or provide Landlord with be adequately compensated by Damages; or (iii) unless Contractor shall furnish a bond or other surety satisfactory adequate security for any such lien, withhold any amounts otherwise due and owing 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 Contractor 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 this Agreement equal to the lien or posting security to cause the discharge amount of the claim, lien. In such event, Tenant will reimburse Landlord, as Rent, for encumbrance or right in rem plus all amounts Landlord pays (including, without limitation, reasonable attorneys' 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 Damages arising out of the Tenant Improvementssuch claim, lien, encumbrance, security interest or right in rem, including all attorneys' fees, consultant fees and litigation expenses. Nothing in this ARTICLE XXIII shall be construed as limitation on or waiver by Contractor of any of its rights to encumber the Landlord’s Facility as security for Work or any other work performed, materials furnished or obligations incurred performed by 77 Contractor or for Tenant any payments owed to it by Owner hereunder; provided that Contractor may only exercise such right after providing Owner with thirty (30) days prior written notice of its intent to do so and, with respect to payments to Contractor by Owner hereunder, Owner shall not have made such payment or any person provided a bond or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s Work other reasonably acceptable provision to the extent secure such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”payment within such thirty (30) day period.

Liens and Claims. Tenant will keep As and when requested, Subcontractor shall furnish evidence, which is satisfactory to Contractor and Owner, that all amounts due for labor and material Subcontractor has furnished in connection with performance of this Agreement have been paid, including union, health, welfare and pension fund payments and payroll taxes. Such evidence shall be furnished in such form and manner as Contractor requests, and all related statements Contractor requires shall be made by sworn affidavit. Subcontractor shall obtain releases of lien from all of Subcontractor’s subcontractors and suppliers identified on the Property Statement of Lower Tier Subcontractors and Suppliers, as set forth in Section 42, and shall provide Contractor with a certificate containing a statement, in a form acceptable to Contractor, all claims for compensation for the Complex Work have been satisfied. Subcontractor shall deliver the Work free from all claims, encumbrances and liens. If Subcontractor provides Contractor with written notice that a lien or claim is disputed, Subcontractor hereby agrees to fully reimburse Contractor for any mechanics', materialmen's, designers' costs or other 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; provided, that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate losses Contractor incurs as a result of Landlordsuch lien or claim (including Contractor’s failure to timely pay the Improvement Allowance in accordance with the terms loss of this Exhibit “D”. Tenant will upon request record and post notices use 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 retainage Owner holds back because the lien or posting security to cause the discharge of the lien. In such eventclaim has not been released, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (including, without limitation, reasonable attorneys' fees and costswhich shall not be considered consequential in nature). To Where Subcontractor furnishes a notice of dispute, the fullest extent allowable under notice shall not alter Contractor’s right to retain sufficient monies to fully protect Contractor from payments otherwise due Subcontractor until the LawsWork is free of all claims, 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred encumbrances and/or liens. Should Contractor be notified by or for Tenant or any a person or entity claiming byfurnishing labor, through services and/or materials to Subcontractor it has not been paid or under Tenantit is concerned it will not be paid, but not Contractor and Subcontractor hereby agree Contractor may, in its sole discretion and after sending written notice to Subcontractor, make payment by joint check to Subcontractor and such persons or entities in the amount of monies due such persons or entities for any Claims arising from Landlord’s Work or labor, services and/or materials furnished and obligations incurred in connection with any Landlord’s Work provided to the extent Project. Such joint payment shall be a full accord and satisfaction of the amount paid to said persons or entities as if such Claims are payment had been made solely to Subcontractor. This provision shall not, in any way, be construed: (i) as a promise or guarantee; (ii) as creating a contractual relationship between Contractor and third parties; (iii) as creating a liability on the result Contractor’s part for amounts Subcontractor owes; or (iv) as a waiver or limitation of LandlordContractor’s failure rights under this Agreement against Subcontractor or others. In no event, shall Contractor be obligated to timely pay make payments in excess of the Improvement Allowance in accordance with the terms of amounts due and payable to Subcontractor under this Exhibit “D”Agreement’s terms.

Liens and Claims. Tenant will keep the Property and the Complex free from 13.1 If, at any mechanics'time, materialmen's, designers' there is any lien or other liens arising out claim of any kind whatsoever filed against the Project by a Trade Contractor or anyone claiming under or through Design/Builder or a Trade Contractor for work performedperformed or materials, materials supplies or equipment furnished in connection with the Work, then, Design/Builder shall, within seven (7) days after notice from Owner, commence to cause such lien or obligations incurred encumbrance to be canceled and discharged of record by bonding or otherwise, and thereafter diligently pursue such cancellation or discharge, at Design/Builder’s sole cost and expense. Notwithstanding the foregoing, if Trade Contractor’s entitlement to a lien arises only because Owner wrongfully fails to make payment properly due to Design/Builder for Tenant such sum on account of Trade Contractor, Owner shall reimburse Design/Builder for the reasonable cost (including reasonable attorney’s fees) of causing such lien to be canceled and discharged of record. 13.2 If any lien required to be removed pursuant to Section 13.1 hereof is not canceled and discharged of record as aforesaid, Owner shall have the right to take such action as Owner shall deem appropriate (which shall include the right to cause such lien to be canceled and discharged of record by bonding or any person or entity claiming by, through or under Tenant; provided, that Landlord otherwise but shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay include the Improvement Allowance satisfaction thereof by payment), and in accordance with the terms of this Exhibit “D”. 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 costs and expenses incurred by Owner in connection therewith (including, without limitation, premiums for any bond furnished in connection therewith, and reasonable attorneys' ’ fees and costsdisbursements). To , shall be paid by Design/Builder to Owner on demand, or at the fullest extent allowable under the Lawsoption of Owner, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable deducted from any payment then due or thereafter becoming due from Owner 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s Work to the extent such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance Design/Builder in accordance with the terms provisions of this Exhibit “D”Agreement. If Design/Builder fails to discharge lien by bonding or otherwise, Owner can satisfy the lien by payment and deduct all costs and expenses from sums due to Design/Builder. In addition, Owner shall have the right to withhold double the lien amount from sums due to Design/Builder and, Design/Builder shall not be entitled to payment of any monies until the Design/Builder so discharges such lien or claim.

Liens and Claims. Tenant will keep 13.01 If, at any time, there is any lien or claim of any kind whatsoever filed against the Property Project by a Trade Contractor or anyone claiming under or through Contractor for work performed or materials, supplies or equipment furnished in connection with the Work for which Owner shall have paid or reimbursed Contractor, and the Complex free from any mechanics', materialmen's, designers' Contractor shall not have reimbursed such Trade Contractor or other liens arising out of any work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming byentity, through or under Tenant; providedthen, that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”. 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 TenantContractor shall, within 45 fourteen (14) 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 notice from any obligation under the LeaseOwner, cause such liens lien or encumbrance to be released canceled and discharged of record by bonding or otherwise as a General Conditions expense as provided in Section 3.01. 13.02 If, at any means Landlord deems propertime, includingthere is any lien or claim of any kind whatsoever filed against the Project by a Trade Contractor or anyone claiming under or through Contractor or a Trade Contractor for work performed or materials, but supplies or equipment furnished in connection with the Work for which Owner shall not limited tohave paid or reimbursed Contractor by reason of Owner’s proper exercise of its right to withhold payment to Contractor under the applicable provisions of this Agreement, paying the claim giving rise then, Contractor shall, within fourteen (14) days after notice from Owner, cause such lien or encumbrance to be cancelled and discharged of record by bonding or otherwise, at Owner’s sole cost and expense. Notwithstanding anything to the contrary, Contractor shall not be obligated to have such lien or posting security encumbrance cancelled and discharged of record until such time as Owner pays Contractor for the costs of doing so. 13.03 If any lien required to be removed pursuant to Sections 13.01 and 13.02 hereof is not cancelled and discharged of record as aforesaid, Owner shall have the right to take such action as Owner shall deem appropriate (which shall include the right to cause the discharge such lien to be cancelled and discharged of the lien. In record by bonding or otherwise, and in such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays (costs and expenses incurred by Owner in connection therewith including, without limitation, premiums for any finance furnished in connection therewith, and reasonable attorneys' attorney’s fees and costs). To disbursements) shall be paid by Contractor to Owner on demand, or at the fullest extent allowable under the Lawsoption of Owner, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable deducted from any payment then due or thereafter becoming due from Owner 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s Work to the extent such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance Contractor in accordance with the terms provisions of this Exhibit “D”Agreement. 13.04 All of the above actions shall be conducted in accordance with lien laws in the State of New Jersey.

Liens and Claims. Tenant will keep 13.1. Contractor shall not cause, suffer or permit any liens or claims to be filed against the Property and Project Site, or against the Complex free from any mechanics', materialmen's, designers' or other liens arising out Project by reason of any work performedlabor, services or materials furnished supplied or obligations incurred claimed to have been supplied by or for Tenant Contractor or any person or entity claiming by, through or under Tenant; provided, that Landlord shall not permit any such liens Subcontractor to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure the extent Owner has paid pursuant to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”Agreement. Tenant will upon request If, at any time, there is any such lien or claim filed by a Subcontractor or anyone claiming under or through Contractor or a Subcontractor for work performed or materials, supplies or equipment furnished in connection with the Work for which Owner shall have paid or reimbursed Contractor, and Contractor shall not have reimbursed such Subcontractor or other person or entity, then, Contractor shall, within fifteen (15) days after notice from Owner, cause such lien or encumbrance to be canceled and discharged of record by payment, deposit, bond (including any notice of bond in the case of any work which is covered by a payment and post notices performance bond), order of non-responsibility court of competent jurisdiction or otherwise, at Contractor’s sole cost and expense, and at no cost to Owner. 13.2. If, at any time, there is any such similar protective notices as Landlord may reasonably requestlien or claim by a Subcontractor or anyone claiming under or through Contractor or a Subcontractor for work performed or materials, supplies or equipment furnished in connection with the Work for which Owner shall not have paid or reimbursed Contractor by reason of Owner’s exercise of its right to withhold payment to Contractor under the applicable provisions of this Agreement, then, Contractor shall, likewise, within fifteen (15) days after notice from Owner, cause such lien or encumbrance to be canceled and discharged of record at Contractor’s sole cost and expense, and at no cost to Owner. Notwithstanding anything to the contrary herein, Contractor reserves all rights and remedies afforded to it by NRS Chapters 624 and 108. 13.3. If any such liens are filed against Tenant lien or the Property or Tenantother encumbrance required to be removed at Contractor’s leasehold estate as a result of the failure sole cost and expense pursuant to pay any amount that Sections 13.1 and 13.2 hereof is Tenant’s responsibility and Tenant, within 45 days after such filing, does not release the same discharged of record or provide Landlord with a bond as aforesaid, Owner shall have the right to take such action as Owner shall deem appropriate (which shall include the right to cause such lien 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 encumbrance to be released by any means Landlord deems propercanceled and discharged of record), including, but not limited to, paying the claim giving rise to the lien or posting security to cause the discharge of the lien. In and in such event, Tenant will reimburse Landlord, as Rent, for all amounts Landlord pays costs and expenses incurred by Owner in connection therewith (including, without limitation, premiums for any bond furnished in connection therewith, and reasonable attorneys' fees ’ fees, court costs and costsdisbursements). To , shall be paid by Contractor to Owner on demand, or at the fullest extent allowable under the Lawsoption of Owner, Tenant releases and will indemnify, protect, defend (with counsel reasonably acceptable deducted from any payment then due or thereafter becoming due from Owner 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s Work to the extent such Claims are the result of Landlord’s failure to timely pay the Improvement Allowance Contractor in accordance with the terms provisions of this Exhibit “D”Agreement.

Liens and Claims. Tenant will keep the Property and the Complex free from A. The Contractor shall not permit any mechanics'laborer's, materialmen's, designersmechanics' or other liens similar lien to be filed or otherwise imposed on any part of the Work or the Property, and shall provide Owner with partial and final lien releases in the form required by the Texas Property Code from all parties performing any part of the Work or providing materials for the Work. Contractor shall defend, indemnify, and hold Owner harmless from and against all claims, actions, losses, costs, damages, expenses, liabilities and obligations, including without limitation, reasonable attorney’s fees, resulting from (1) the assertion or filing of any claim for amounts alleged to be due to the claimant for labor, services, materials, supplies, machinery, fixtures or equipment furnished in connection with the construction of the Work, (2) the foreclosure of any mechanic’s or materialman’s lien that allegedly secured the amounts allegedly owed claimant, (3) any other legal proceedings initiated in connection with that claim. B. If any laborer's, materialmen's, mechanics' or other similar lien or claim thereof is filed and if the Contractor does not cause such lien to be released and discharged forthwith, or file a bond in lieu thereof at the Contractor's sole cost which satisfies the requirements of Subchapter H of Chapter 53 of the Texas Property Code, within ten (10) days following the filing of same, the Owner shall have the right to pay all sums necessary to obtain such release and discharge and deduct amounts so paid from the Guaranteed Maximum Cost, or deduct same from the Contractor's Fee portion of the next succeeding Application for Payment until the total amount of same shall be recouped, as the Owner may elect. C. Not withstanding anything contained in Section XVI to the contrary. If any such lien is filed or otherwise imposed, at the request of the Owner, the Contractor shall cause such lien to be released and otherwise discharged within ten (10) days following receipt of a request from Owner. The Contractor shall indemnify and hold harmless the Owner from all claims, losses, demands, causes of action or suits of whatever nature arising out of any work performed, materials furnished such lien or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant; provided, that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”. 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 part of the failure Work covered thereby with respect to pay any amount that is Tenant’s responsibility Work theretofore performed and Tenant, within 45 days after such filing, does not release for which payment has been made by 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 Owner 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' 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 Tenant Improvements, any of the Landlord’s Work or any other work performed, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s 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 Exhibit “D”Contractor.

Liens and Claims. Tenant will keep the Property and the Complex Premises free from any mechanics'’, materialmen'smaterialmens’, designers' ’ or other 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; provided, that Landlord shall not permit any such liens to be placed upon Tenant’s leasehold estate as a result of Landlord’s failure to timely pay the Improvement Allowance in accordance with the terms of this Exhibit “D”. 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 30 days after such receipt of written notice of such filing, does not release the same of record or provide Landlord with a bond or other surety reasonably 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 Additional Rent, for all amounts Landlord actually pays (including, without limitation, reasonable attorneys' ’ fees and costs)) to release such liens. 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 Tenant Initial Improvements, and any of the Landlord’s Work or any other work performedTenant Work, materials furnished or obligations incurred by or for Tenant or any person or entity claiming by, through or under Tenant, but not for any Claims arising from Landlord’s Work or materials furnished and obligations incurred in connection with any Landlord’s Work except to the extent such Claims are the result of arise from or relate to Landlord’s negligence or willful misconduct, a default by Landlord under this Lease or a failure of Landlord to timely pay disclose to Tenant in writing any condition related to the Improvement Allowance in accordance with the terms of this Exhibit “D”Building.