Common use of of the Lease Clause in Contracts

of the Lease. Therefore, notwithstanding any Sublease provision to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeFor all purposes of this Sublease, notwithstanding the calculation of usable square feet contained within the Subleased Premises and the Building shall be subject to final measurement and verification by Landlord’s licensed architect, at Landlord’s sole cost and expense, according to ANSI/BOMA Standard Z65.1-2010 (or any successor standard), and the rentable square feet contained within the Subleased Premises and the Building shall be the quotient of the usable square feet so calculated divided by .85, which measurement and verification may, at Subtenant’s option and at Subtenant’s sole cost and expense, be confirmed by Subtenant’s licensed architect. (The immediately preceding sentence shall be the sole and exclusive method used for the measurement and calculation of usable and rentable square feet under this Sublease provision for the Subleased Premises and the Building.) On request of Subtenant, Landlord shall provide Subtenant with a copy of Landlord’s architect’s verification and certification as to the contrary, Subtenant covenants actual usable and rentable square feet of the Subleased Premises prior to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Commencement Date. In the event of a variation between the United States at the address square footage set forth above for Landlord in this definition and the square footage set forth in such verification and certification, the Parties shall amend this Sublease accordingly to conform to the square footage set forth in such verification and certification, amending each provision that is based on usable or at such other place as Landlord may designate to Subtenant in writingrentable square feet, on or before the date due. To the extent including, without limitation, Sublease Basic Monthly Rent, Sublease Security Deposit, Subtenant’s Parking Stall Allocation, Subtenant’s Percentage of all rent Operating Expenses and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the LeaseTI Allowance, and Subtenant shall receive credit under the Sublease for appropriately reconcile any payments already made pursuant to those amountsprovisions; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if Landlord’s architect and Subtenant’s architect disagree on the rent actually received by Landlord from Subtenant under amount of usable or rentable square feet within the Sublease exceeds Subleased Premises and the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this AgreementBuilding, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure disagreement is not resolved within three ten (310) business days after such measurement and verification is completed by Landlord’s architect, such disagreement shall be resolved by an independent, licensed architect mutually selected by Landlord and Subtenant, acting reasonably, the receipt cost of such notice from Landlordwhich architect shall be shared equally by the Parties.

of the Lease. Therefore, notwithstanding any Sublease provision Such Construction Documents shall substantially conform to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice lay-out plan attached as Exhibit H. Tenant shall provide either (i) CAD drawings or demand by Landlord all rent (ii) one reproducible sepia set and other amounts payable to Tenant under the Sublease in lawful money 12 prints of the United States at Construction Documents. Tenant's Construction Documents or changes thereto shall be deemed approved if Landlord does not notify Tenant otherwise within ten (10) business days after submission of the address set forth above for Landlord complete Construction Documents or at such other place the complete change order as Landlord the case may designate to Subtenant in writing, on or before be. Within thirty (30) days after the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordhereof, Tenant shall receive credit under retain Tenant's Architect (as defined herein) for the Lease against current amounts then payable Finish Work. If an architect other than Landlord's architect is selected by Tenant, Tenant shall provide a letter from such architect to Landlord under stating that the architect has carefully reviewed the requirements of this Lease, of any design manual or handbook provided to Tenant by Landlord with respect to the Finish Work, and Subtenant shall receive credit under the Sublease for those amounts; providedof any Finish Work design schedule, however, and that the receipt architect will comply with all such requirements including without limitation the submission deadlines stated in any Finish Work design schedule. Tenant shall also retain the services of the electrical and mechanical engineers engaged by Landlord for the Building, as well as Landlord's structural engineer if any portion of any rent Finish Work affects structural components of the Building. Even though such engineers (and architect if Tenant engages Landlord's architect) have been otherwise engaged by Landlord in connection with the Building, Tenant shall be solely responsible for the liabilities and expenses of all architectural and engineering services relating to the Finish Work (subject to reimbursement from the Construction Documents Allowance) and for the adequacy and completeness of the Construction Documents submitted to Landlord. The Construction Documents shall provide for the uniform exterior appearance of the Building Tenant shall be solely responsible for the timely preparation and submission to Landlord of the Construction Documents whether or other amounts from Subtenant not the Construction Documents are prepared in whole or in part by Landlord's engineers (or architect). Tenant agrees and acknowledges that substantial time will be required on its part to provide complete information concerning its requirements to its architect and engineers, and that it must make timely decisions as and when requested. Tenant will cause its personnel to devote such time as may be necessary to consult with its architect and engineers in order to enable them to complete the Construction Documents. The Construction Documents shall not be deemed or construed as releasing to have been submitted by Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received unless and until they are in a form in which they are thereafter approved by Landlord) or . If the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received Construction Documents are disapproved by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the LeaseLandlord, Landlord shall promptly remit fifty percent (50%) of state specifically the reasons for such excess disapproval, and Tenant shall forthwith cause the same to be corrected and resubmitted. No Tenant Work shall be effected except in accordance with and subject to Paragraph 10.3 complete, consistent, final Construction Drawings approved in advance by Landlord, which approval shall not be unreasonably withheld if the Construction Documents comply with this Section 3.3. The Construction Documents shall set forth in detail the requirements for construction of the Lease Tenant Work (meaning that such excess including all architectural, mechanical, electrical and structural drawings and detailed specifications), shall be calculated after reimbursing fully coordinated with one another and with field conditions as they exist in the Premises and elsewhere in the Building, and shall show all work necessary to complete the Tenant Work including all cutting, fitting, and patching and all connections to the mechanical and electrical systems and components of the Building. At Tenant's request, Landlord shall provide, at Tenant's expense, copies of existing architectural, mechanical, electrical and structural drawings pertaining to the Premises. However, Tenant's Architect shall ascertain all field dimensions and conditions which may be different from those shown on such drawings. The Tenant Work described in the Construction Documents (i) shall comply with all applicable laws, regulations, building codes, and reasonable and prudent design standards for reasonable advertising expensesa first-class office building, brokerage commissions(ii) shall not in any manner affect any structural component of the Building (including, tenant improvement costs without limitation, exterior walls, exterior windows, core walls, columns, roofs or floor slabs), (iii) shall in all respects be compatible with the mechanical, electrical and attorneys’ fees actually incurred by structural components and systems of the Building, (iv) shall not affect any space or area in or around the Building other than the Premises (including the exterior of the Building) except as expressly permitted in Articles XII, XIII, and XIV and in the Construction Drawings, (vi) and with respect to all materials, equipment and special designs, processes, or products, not infringe on any patent or other proprietary rights of others. Landlord's approval of Construction Documents shall signify Landlord's consent to the Tenant Work shown thereon only and payable shall not result in any responsibility of Landlord concerning compliance of the Tenant Work with laws, regulations, or codes, coordination of any aspect of the Tenant Work with any other aspect of the Tenant Work or any component or system of the Building, or the feasibility of constructing the Tenant Work without damage or harm to non-affiliated third parties in connection with such assignment or subleasingthe Building, all of which must shall be amortized over the sole responsibility, and shall be corrected or repaired at the sole cost, of Tenant in the event of a breach of the foregoing warranties (it being understood that Landlord shall, except in cases of emergency, refrain from undertaking any such correction or repair of Tenant Work in the Premises if Tenant performs such work within the applicable assignment or sublease term). Landlord shall give notice and cure periods.) Tenant prompt may, from time to time, by written notice if Subtenant fails to pay any monthly rent order to Landlord when due under this Agreementon a form specified by Landlord ("Finish Work Change Order"), request a change in the Finish Work shown on the Construction Documents, subject to Landlord's approval, which approval shall not be unreasonably withheld. The Construction Documents shall not be modified in any material respect except with Landlord's prior written approval; and no late charge all modifications to the Construction Documents, whether material or default interest not, shall be payable made only by Finish Work Change Order submitted to Landlord and approved by Landlord, provided that Landlord's approval is not required for minor adjustments in the Construction Documents that are cosmetic in nature and do not affect the Building structure or the Building systems. However, Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after shall notify Landlord of said adjustments and shall provide Landlord with copies of the receipt of such notice from Landlordmodified plans.

of the Lease. Therefore, notwithstanding If Landlord fails to respond to any Sublease provision to such request within the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money of the United States at the address five (5) business day period set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlordabove, Tenant shall receive credit under have the right to provide Landlord with a second request. Tenant’s second request must specifically state that Landlord’s failure to respond within a period of two (2) business days following Tenant’s delivery of such second notice pursuant to the TCCs of Section 29.18 of the Lease against current amounts then payable by Tenant shall be deemed to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt be an approval by Landlord of any rent the proposed MEP Engineer or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from TenantLifeSafety Consultant. If Landlord’s obligations under the Lease failure to respond continues for two (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (32) business days after Tenant’s delivery of the receipt second request pursuant to the TCCs of Section 29.18 of the Lease, the MEP Engineer or LifeSafety Consultant proposed by Tenant for which Tenant has requested such notice from consent shall be deemed to have been approved by Landlord. The plans and drawings to be prepared by the Architect and any structural, mechanical, electrical, plumbing, lifesafety or HVAC consultants retained by Tenant (including the MEP Engineer and the LifeSafety Consultant) (collectively, the “Engineers”) shall be known collectively as the "Construction Drawings". The Construction Drawings may be prepared and submitted to Landlord independently for each portion of the Premises (on no less than on a floor by floor basis) and Landlord shall review the Construction Drawings so submitted. All Construction Drawings shall comply with the drawing format and specifications determined by Landlord, and shall be subject to Landlord's reasonable approval, which shall not be withheld except in the case of a “Design Problem,” as that term is defined below. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the Base Building plans, and Tenant and Architect shall be solely responsible for the same, and Landlord shall have no responsibility in connection therewith. Landlord's review of the Construction Drawings as set forth in this Section 3, shall be for its sole purpose and shall not imply Landlord's review of the same, or obligate Landlord to review the same, for quality, design, Code compliance or other like matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance which may be rendered to Tenant by Landlord or Landlord's space planner, architect, engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings, and Tenant's waiver and indemnity set forth in this Lease shall specifically apply to the Construction Drawings. A “Design Problem” is defined as, and will be deemed to exist if such Improvements may (i) affect the exterior appearance of the Premises or Building; (ii) adversely affect the Building Structure; (iii) adversely affect the Building Systems; (iv) fail to comply with applicable Laws, (v) reduce the availability of points needed by Landlord to maintain Landlord's LEED Gold certification for the Building, or (vi) adversely affect any other tenant premises in the Building that are directly adjacent and/or contiguous to the Premises.

of the Lease. Therefore, notwithstanding any Sublease provision 6.5 Notwithstanding anything to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease contrary contained in lawful money of the United States at the address set forth above for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, Subtenant agrees that it shall, upon the expiration of the Term or earlier termination of this Sublease, remove from the Sublet Premises all of Subtenant’s alterations and improvements that Landlord then requires to be removed, and all equipment installed by Subtenant (including lines and conduit installed in the walls and ceilings), in good and workmanlike fashion, and shall restore the Sublet Premises to the condition that existed on the Sublease Commencement Date (collectively, the “Restoration Work”), in default of which Sublandlord shall do so, in which latter event Subtenant shall receive credit under reimburse to Sublandlord on demand Subtenant’s Portion (hereinafter defined) of the Sublease for those amounts; providedcosts incurred by Sublandlord on account of such work. Provided that no Event of Default then exists, howeverSublandlord shall reimburse to Subtenant Fifty Thousand Dollars ($50,000.00) of the documented out-of-pocket cost of the Restoration Work (“Sublandlord’s Contribution”), which sum Sublandlord shall pay to Subtenant within thirty (30) days after receipt from Subtenant of Subtenant’s written request accompanied by evidence reasonably satisfactory to Sublandlord that Subtenant has incurred the sums sought to be reimbursed (such request must be delivered to Sublandlord within 180 days after the Restoration Work is completed, time being of the essence). All costs of the Restoration Work in excess of such contribution by Sublandlord (“Subtenant’s Portion”) shall be borne solely by Subtenant. It is agreed by the parties that the receipt cost of purchasing and installation of cubicles by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under included in the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 cost of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordRestoration Work.

of the Lease. Therefore, notwithstanding any Sublease provision During the period of occupancy of the Additional Premises by Tenant prior to the contraryAdditional Premises Commencement Date, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money provisions of the United States at Lease and this Lease Amendment except the address set forth above provisions relating to the payment of rent for Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant Additional Premises shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except apply to the extent that said provisions may be made applicable to said period. Tenant's Construction Representative (as defined below) may enter upon the Premises during the progress of Landlord's Work to inspect the progress thereof and to determine if the work is being performed in accordance with the requirements of this Section. Tenant shall promptly give to Landlord notices of any alleged failure by Landlord to comply with those requirements. Landlord's Work shall be deemed approved by Tenant when Tenant commences occupancy of the Additional Premises for business purposes except for items of Landlord's Work which are uncompleted or do not conform to Exhibit B and as to which Tenant shall, in either case, have given notice to Landlord by providing a "Punch List" prior to such commencement of occupancy. If Tenant shall not have commenced occupancy of the Premises for business purposes within 30 days after the Additional Premises Commencement Date, a certificate of completion by a licensed architect or registered engineer shall be conclusive evidence that Landlord's Work has been completed except for items stated in such certificate to be incomplete or not in conformity with Exhibit B. Each party authorizes the other to rely in connection with plans and construction upon approval and other actions on the party's behalf by any Construction Representative of the party named below or any person hereafter designated in substitution or addition by notice to the party relying. Tenant's Construction Representative shall be Xxxxx Xxxxx and Landlord's Construction Representative shall be Xxxxxxx Xxxxxx. Landlord agrees to correct any defects due to faulty workmanship or materials in Landlord's Work for the Additional Premises, provided Tenant shall have given written notice of such amounts actually received by defects to Landlord prior to the first anniversary of the Additional Premises Commencement Date. Except for the Landlord) or 's Work, the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess Premises are leased to Tenant in accordance with "AS IS" and subject to Paragraph 10.3 "WHERE IS" condition, without representation or warranty of any kind and Landlord makes no express or implied warranty that the Premises are suitable for the Permitted Uses, for Tenant's intended use of the Lease (meaning Premises or for any purpose whatsoever. Without limiting the generality of the foregoing, Tenant understands and agrees that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordLANDLORD HEREBY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR THE PARTICULAR PURPOSE WITH RESPECT TO THE PREMISES AND ALL SYSTEMS AND EQUIPMENT THEREIN.

of the Lease. ThereforeTenant shall comply with the provisions of Section 6.1 of the Lease irrespective of the cost of the Field Improvements, notwithstanding any Sublease provision including, without limitation, obtaining Landlord’s prior written consent. Upon Tenant’s delivery of the Sports Field Notice, the Field and all Field Improvements, when constructed, shall be considered a part of the common areas of the Project, subject to the contrary, Subtenant covenants to pay directly to Landlord without abatement, deduction, offset, prior notice or demand uses and restrictions set forth herein; (b) No Field Improvements which may be made by Landlord all rent and other amounts payable to Tenant under shall interfere with the Sublease in lawful money function of the United States at Field as part of the address set forth above stormwater management system for Landlord the Project, and Tenant shall not be permitted to make any change to the grading of the Field; 15 O1037432.2 5/9/2014 (c) Prior to the construction or at such other place as Landlord may designate to Subtenant in writing, on or before the date due. To the extent installation of all rent and other amounts actually paid by Subtenant and received by Landlordany Field Improvements, Tenant shall receive credit under the Lease against current amounts then payable by Tenant provide plans and specifications therefor to Landlord for Landlord’s prior written approval, which written approval shall not be unreasonably withheld, delayed or conditioned. At such time as Tenant provides such proposed plans and specifications, Landlord and Tenant shall cooperate in order to identify any elements of the Field or such stormwater management system or any recorded easements or governmental permits and approvals affecting the Field which may impact Tenant’s use thereof or the installation and use of the Field Improvements. (d) As consideration for Tenant’s expense in installing the Field Improvements described herein, Tenant shall have priority rights for the use of the Field. Subject to such priority rights, other tenants in the Project may use the Field on a non-exclusive basis, but Tenant shall have no obligation or liability to Landlord of any kind, nature or description arising out of the use of the Field by such other tenants. Landlord shall perform reasonable maintenance of the Field which shall be included in CAM Charges under the Lease, and Subtenant . (e) Tenant shall receive credit under provide commercial general liability insurance covering the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except Field to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable required to be obtained by Tenant under the Lease, Landlord and otherwise on the terms and conditions outlined in the Lease applicable to Tenant’s commercial general liability insurance. In addition, within a reasonable period following substantial completion of any Field Improvements made by Tenant, Tenant shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 furnish evidence of the Lease (meaning that such excess shall be calculated after reimbursing full payment by Tenant for such improvements and the release of any applicable lien from any contractor, subcontractor or other potential lienor. (f) Landlord makes no representations or warranties regarding the suitability of the Field for Tenant’s intended use, or the ability to obtain permits for the construction or use of any Field Improvements. Tenant agrees to indemnify Landlord for any claims, damages, liability or expenses of Landlord, including reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred or costs, arising from or related to the use of the Field or Field Improvements by Tenant and payable Tenant’s express invitees (but not arising from or related to non-affiliated third parties in connection with such assignment the use of the Field or subleasing, all Field Improvements by any other person) and/or the negligent installation or negligent construction of which must be amortized over the applicable assignment Field Improvements by or sublease term). Landlord shall give at the direction of Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due and the breach by Tenant of Tenant’s obligations under this Agreement, and no late charge Section 9. This indemnity shall survive the termination or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after expiration of the receipt of such notice from LandlordLease. 10.

of the Lease. ThereforeThe Dish/Antenna Payments shall constitute Additional Rent under the terms of the Lease and Tenant shall be required to make these payments in the same manner and at the same time as other payments of Additional Rent and in strict compliance with the terms of Section 4 of the Lease. Landlord reserves the right, notwithstanding any Sublease provision at Landlord's sole cost and expense, to relocate the Roof Space, together with Tenant's Dish/Antenna equipment and appurtenances, as reasonably necessary during the Term. Landlord's designation shall take into account Tenant's use of the Dish/Antenna and the operating efficiency and/or functionality of same. Notwithstanding the foregoing, Tenant's right to install the Dish/Antenna shall be subject to the contraryapproval rights of Landlord and Landlord's architect and/or engineer with respect to the plans and specifications of the Dish/Antenna, Subtenant covenants the manner in which the Dish/Antenna is attached to pay directly the roof of the Building and the manner in which any cables are run to and from the Dish/Antenna. The Dish/Antenna must be tagged with weatherproof labels showing manufacturer, model, frequency range, and name of Tenant. In addition, the cable between the Dish/Antenna and Tenant's suite must be tagged in the telecom closet on each floor with a label showing Tenant's name, phone number and suite number. In addition to the Plans and Specifications, all other documents Landlord reasonably requires (and requests in writing not later than the date of Landlord's delivery of the applicable Advice or ROFO Notice) to review the installation of the Dish/Antenna (collectively, the "ADDITIONAL INFORMATION") shall be submitted to Landlord without abatementfor Landlord's written approval no later than 20 days before Tenant commences to install the Dish/Antenna. Tenant shall be solely responsible for obtaining all necessary governmental and regulatory approvals and for the cost of installing, deductionoperating, offset, prior notice or demand by maintaining and removing the Dish/Antenna. Tenant shall notify Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money upon completion of the United States at installation of the address set forth above for Dish/Antenna. If Landlord determines that the Dish/Antenna equipment does not comply with the approved Plans and Specifications and Additional Information, that the Building has been damaged during installation of the Dish/Antenna or at such other place that the installation was defective, Landlord shall notify Tenant of any noncompliance or detected problems and Tenant shall promptly commence and diligently cure the defects. If the Tenant fails to promptly commence and diligently cure the defects, Landlord shall have the right, but not the obligation, to cure the same and Tenant shall pay to Landlord upon demand the cost, as Landlord may designate to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received reasonably incurred by Landlord, of correcting any defects and repairing any damage to the Building caused by such installation. If at any time Landlord, in its sole discretion, deems it necessary, Tenant shall receive credit under provide and install, at Tenant's sole cost and expense, appropriate aesthetic screening, reasonably satisfactory to Landlord, for the Lease against current amounts then payable by Tenant to Landlord under Dish/Antenna (the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term"AESTHETIC SCREENING"). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeLandlord may adjust its estimates of Total Operating Costs at any time based upon Landlord's experience and reasonable anticipation of costs, notwithstanding upon at least ten business days prior written notice specifying the reasons for any Sublease provision adjustments. Such adjustments shall be effective as of the next Rent payment date after notice to Tenant. Within 120 days after the end of each fiscal year (which shall be January 1 through December 31 for this Lease) during the Term, Landlord shall deliver to Tenant a statement (the "Statement") prepared in accordance with generally accepted accounting principles setting forth, in reasonable detail, the Total Operating Costs paid or incurred by Landlord during the preceding fiscal year. Within thirty days after Tenant's receipt of such Statement, there shall be an adjustment made in good faith between Landlord and Tenant, with payment to or credit given by Landlord (as the case may be) in order that Landlord shall have received the actual amount of Total Operating Costs for such period. Tenant (and its accountants and representatives) shall have the right, within thirty days of receipt of the Statement, to notify Landlord that it would like to audit Landlord's books and records with respect to the contraryTotal Operating Costs. Such audit is to be at Tenant's sole cost and expense (except as provided in the following sentence) and is to performed and completed within two months of the receipt of the Statement by Tenant. If such audit reveals that the Total Operating Costs billed to Tenant exceed the actual Total Operating Costs by more than five percent, Subtenant covenants Landlord shall pay the reasonable costs of such audit. In addition to its obligation to pay Base Rent and Total Operating Expenses, Tenant is required hereunder to pay directly to Landlord without abatementsuppliers, deductionvendors, offsetcarriers, prior notice or demand by Landlord all rent contractors, etc. certain maintenance expenses, insurance premiums, utility costs, personal property taxes, cleaning and other amounts payable expenses (collectively "Additional Expenses"). If Landlord pays for any Additional Expenses in accordance with the terms of this Lease, Tenant's obligation to Tenant under the Sublease in lawful money of the United States at the address set forth above for Landlord or at reimburse such other place as Landlord may designate to Subtenant in writing, on or before the date duecosts shall be an Additional Rent obligation. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordUnless this Lease provides otherwise, Tenant shall receive credit under pay all Additional Rent then due with the Lease against current amounts then payable by next monthly installment of Base Rent due after Tenant to Landlord under received written notice of the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent amount of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordAdditional Rent.

of the Lease. ThereforeIn the event of a Partial Destruction of the Premises that is an Insured Loss, notwithstanding any Sublease provision CITY shall immediately pursue completion of all repairs necessary to restore the Premises to the contrarycondition which existed immediately prior to said Partial Destruction, Subtenant covenants other than COUNTY’s fixtures, inventory, personal property or other items used by COUNTY’s in its operation of the use on the Premises, for which COUNTY is required to maintain insurance pursuant to Section 14.2 of the Lease and for which COUNTY shall restore (the “County Property”). The restoration work for which CITY is responsible (including any demolition required) shall be completed by the City (except with respect to the County Property), at City’s sole cost, with reasonable diligence following the occurrence of said Partial Destruction. The restoration work for which COUNTY is responsible (including any demolition required) shall be completed by the COUNTY, at COUNTY’S sole cost, with reasonable diligence following the occurrence of said Partial Destruction. The Partial Destruction of the Premises shall in no way render this Lease null and void. If a Partial Destruction of the Premises occurs that is not an Insured Loss, CITY may either: (i) repair such damage as soon as reasonably possible at CITY's expense, in which event this Lease shall continue in full force and effect, or (ii) terminate this Lease by giving written notice to COUNTY. In the event CITY elects to terminate this Lease, COUNTY shall have the right within 10 days after receipt of the termination notice to give written notice to CITY that COUNTY elects to pay directly to Landlord for the repair of such damage without abatementreimbursement from CITY. In such event and provided COUNTY has sufficient funds at hand for the repairs, deduction, offset, prior notice or demand by Landlord all rent this Lease shall continue in full force and other amounts payable to Tenant under effect and COUNTY shall complete the Sublease in lawful money repairs as soon as reasonably possible. In the event of Total Destruction of the United States at Premises or the address set Premises being legally declared unsafe or unfit for occupancy, CITY shall have the option of terminating this Lease or immediately instigating action to rebuild or make repairs, as necessary, to restore the Premises (but not including repair or replacement of COUNTY’s fixtures, inventory, personal property or other items used by COUNTY’s in its operation of the use on the Premises, for which COUNTY is responsible) to the condition which existed immediately prior to the destruction. In the event CITY elects to terminate this Lease under either of the two proceeding paragraphs, CITY shall reimburse COUNTY for the reimbursement payments made by COUNTY to CITY, if any, pursuant to Section 2.5 of the Funding Agreement (“County Payment”), in the following amounts: (i) if the termination occurs during the first ten years of the Lease Term, City shall pay to COUNTY 100% of the County Payment, and (ii) commencing on the 10th anniversary of the Commencement Date and on each one year anniversary thereafter, the amount of the County Payment subject to reimbursement by CITY under this paragraph shall be reduced by an amount equal to 1/15 of the County Payment. AMENDMENT (9.5 S) This Lease sets forth above for Landlord the entire agreement between CITY and COUNTY and any modification must be in the form of a written amendment executed by both CITY and COUNTY. PARTIAL INVALIDITY (9.6 S) If any term, covenant, condition, or at such other place as Landlord may designate provision of this Lease is held by a court of competent jurisdiction to Subtenant be invalid, void, or unenforceable, the remainder of the provisions hereof shall remain in writingfull force and effect and shall in no way be affected, on impaired, or before the date due. To invalidated thereby to the extent such remaining provisions are not rendered impractical to perform taking into consideration the purposes of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant this Lease. CIRCUMSTANCES WHICH EXCUSE PERFORMANCE (9.7 S) If either party hereto shall receive credit under be delayed or prevented from the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord performance of any rent or other amounts from Subtenant act required hereunder by reason of acts of God, performance of such act shall be excused for the period of the delay; and the period for the performance of any such act shall be extended for a period equivalent to the period of such delay. Financial inability shall not be deemed or construed as releasing Tenant from Tenant’s obligations considered a circumstance excusing performance under the Lease this Lease. STATE AUDIT (except 9.8 N) Pursuant to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant and in accordance with Section 8546.7 of the California Government Code, in the event that this Lease involves expenditures and/or potential expenditures of public funds aggregating in excess of ten thousand dollars ($10,000), CITY and COUNTY shall be subject to Paragraph 10.3 the examination and audit of the Lease (meaning that such excess Auditor General of the State of California for a period of three years after final payment under this Lease. The examination and audit shall be calculated after reimbursing Tenant for reasonable advertising expensesconfined to those matters connected with the performance of this Lease, brokerage commissionsincluding, tenant improvement but not limited to, the costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under administering this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from LandlordLease.

of the Lease. ThereforeIf Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, notwithstanding the Plans in question shall be deemed disapproved by Landlord. If Landlord disapproves of any Sublease provision Plans, Tenant may revise Tenant’s Plans and resubmit such Plans to Landlord; in such event the contrary, Subtenant covenants scope of Landlord’s review of such Plans shall be limited to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Tenant’s correction of the United States at items to which Landlord had previously objected. Landlord’s review and approval (or deemed disapproval) of such revised Plans shall be governed by the address provisions as set forth above in this Section 10.2. The procedure set forth above for approval of Tenant’s Plans will also apply to any change, addition or amendments to Tenant’s Plans. Landlord’s approval of an Alteration shall not be deemed a representation by Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before that the date dueAlteration complies with Law. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordUpon completion, Tenant shall receive credit under furnish Landlord with at least three (3) sets of “as built” Plans (as well as a set in CAD format, if requested by Landlord) for the Lease against current amounts then payable by Tenant Alterations, completion affidavit and full and final unconditional waivers of liens and will cause a Notice of Completion to Landlord under be recorded in the LeaseOffice of the Recorder of the County of Alameda. Any Alteration (excluding Tenant’s equipment and trade fixtures, and Subtenant whether or not affixed to the Premises) shall receive credit under at once become the Sublease for those amountsproperty of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any Alterations and cap Off-Site Infrastructure Improvements prior to the receipt by expiration or sooner termination of this Lease. If Tenant serves a request in writing together with Tenant’s request for Landlord’s consent to any such Alterations (“Removal Request”), Landlord will notify Tenant at the time of Landlord’s consent to any such Alterations as to whether Landlord requires their removal. All costs of any rent Alterations (including, without limitation, the removal thereof, if required) shall be borne by Tenant. If Tenant fails to promptly complete the removal of any Alterations and/or to repair any damage caused by the removal, Landlord may do so and may charge the reasonable costs thereof to Tenant. All Alterations shall be made in a good and workmanlike manner and in a manner that will not disturb other tenants, in accordance with Landlord’s then-current guideline for construction, and Tenant shall maintain appropriate liability and builders’ risk insurance throughout the construction. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any and all claims for injury to or other amounts from Subtenant shall not be deemed death of persons or construed as releasing Tenant from damage or destruction of property arising out of or relating to the performance of any Alterations by or on behalf of Tenant’s obligations under the Lease (, except to the extent caused by the gross negligence or willful misconduct of Landlord. Under no circumstances shall Landlord be required to pay, during the Term (as the same may be extended or renewed) any ad valorem or other Taxes on such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided furtherAlterations, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails hereby covenanting to pay any monthly rent all such taxes when and to Landlord when the extent they become due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after during the receipt of such notice from LandlordTerm.

of the Lease. Therefore, notwithstanding any Sublease provision Landlord and Tenant acknowledge and agree that the Tenant Improvements to be performed in accordance with the Working Drawings to be approved by Landlord pursuant to EXHIBIT C are expected to include the installation of additional HVAC capacity in order to enable Landlord to provide HVAC service to the contraryPremises and other premises within the Project in accordance with Project standards. Preliminary engineering indicates that up to 20 additional tons of capacity, Subtenant covenants via either 4 ton or 5 ton individual roof-mounted units or enhancements to the existing cooling plant (either of which will include modifications within the Premises as well), may be required. Tenant acknowledges and agrees that, except if and to the extent that the Tenant Allowance is available to cover the same, Tenant will be required to pay directly to Landlord without abatementall costs, deduction, offset, prior notice or demand expenses and fees incurred by Landlord all rent in designing, implementing and installing such additional capacity. Notwithstanding the foregoing, at Tenant's request, Landlord has agreed, on the terms and subject to the conditions set forth herein, to upgrade the HVAC capacity in phases, if, as and when the same becomes necessary, in Landlord's sole opinion. Without in any way limiting Landlord's discretion hereunder, Tenant acknowledges that a variety of factors are pertinent to Landlord's decision in this regard, including without limitation providing a comfortable and healthy temperature and air flow within the Premises and other amounts payable premises in the Project and eliminating or reducing wear and tear on existing HVAC equipment, systems and/or plants. After completion of Landlord's Work (which may include implementation of some of the additional HVAC capacity referred to herein), Landlord may, in its sole discretion, determine that implementation of additional HVAC capacity or equipment as contemplated herein is necessary or desirable and, if Landlord does so, Landlord will provide to Tenant under written notice of its intention to upgrade the Sublease in lawful money of HVAC capacity. Within fifteen (15) days after such notice is given, Tenant may, by written notice to Landlord, suggest modifications to the United States at Premises and/or Tenant's operations therein which could eliminate or reduce the address set forth above necessity for Landlord or at such other place as Landlord may designate additional HVAC capacity. If and to Subtenant in writing, on or before the date due. To the extent of all rent and other amounts actually paid by Subtenant and received (only) that Landlord, in its sole discretion, accepts Tenant's proposed modifications as a full or partial solution to the problem(s) identified by Landlord, then Tenant shall receive credit under shall, within forty-five (45) days from the Lease against current amounts then payable by Tenant date Tenant's notice is given to Landlord under Landlord, implement the Lease, and Subtenant shall receive credit under the Sublease for those amounts; provided, however, that the receipt by Landlord of any rent or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred measures identified by Tenant and payable to non-affiliated third parties accepted by Landlord as curative (in connection with such assignment whole or subleasing, all in part) of which must be amortized over the applicable assignment or sublease termproblem(s). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after the receipt of such notice from Landlord.

of the Lease. ThereforeTenant shall use a general contractor acceptable to Landlord for construction of the Finish Work, notwithstanding such approval therefor not to be unreasonably withheld or conditioned by Landlord (Landlord acknowledging that either of Bowdoin Construction and J. Xxxxxx & Associates, Inc. are hereby approved as Tenant’s general contractor) and to be granted or denied within five (5) business days following Tenant’s request. Landlord shall not be responsible for any Sublease provision aspects of the design or construction of Finish Work, the correction of any defects therein, or any delays in the completion thereof, except as expressly set forth below, with respect to Landlord Delays (as defined below). Tenant shall pay Landlord or its affiliate a construction coordination fee equal to one percent (1%) of all Hard Costs, which fee shall be paid as the Finish Work progresses. Tenant shall construct the Finish Work in a good and workmanlike manner, using new or like new materials of first quality, and shall comply with applicable laws and all applicable ordinances, orders and regulations of governmental authorities applicable to the contraryFinish Work. Tenant shall obtain all permits necessary for the prosecution of the Finish Work. Landlord shall cooperate, Subtenant covenants at no out-of-pocket cost to pay directly to Landlord, in obtaining any such permits, it being expressly understood that Landlord without abatementshall execute, deductionand/or notarize, offset, prior notice or demand by Landlord all rent and other amounts payable deliver to Tenant under and/or to applicable governmental authorities, such customary forms, customary certifications, customary declarations and such customary applications as required by and/or provided by applicable governmental authorities from the Sublease in lawful money owner of the United States at the address set forth above for Landlord or at such other place as Landlord may designate Property with respect to Subtenant in writing, on or before the date due. To the extent customary permitting of all rent and other amounts actually paid by Subtenant and received by Landlord, Tenant shall receive credit under the Lease against current amounts then payable by Tenant to Landlord under the Lease, and Subtenant shall receive credit under the Sublease for those amounts; Finish Work provided, however, that the receipt by in no event shall Landlord be required to incur any liability on account of any rent conditions imposed upon such permits or other amounts from Subtenant shall not be deemed or construed as releasing Tenant from Tenant’s obligations under the Lease (to be responsible for such Finish Work. No Finish Work shall be performed except to the extent of such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided further, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with the approved Construction Documents for the Finish Work, and any Finish Work Change Orders, approved by Landlord in accordance with this Work Letter. Tenant shall obtain a full, permanent certificate of occupancy from the Town of Burlington for the Finish Work within twelve (12) months following the date that Landlord approves Tenant’s Construction Documents (subject to Paragraph 10.3 extension for force majeure events described in Section 16.25 of the Lease (meaning that such excess Lease). Tenant shall be calculated after reimbursing Tenant responsible for reasonable advertising expensescosts of Building services or facilities (such as electricity, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails to pay any monthly rent to Landlord when due under this AgreementHVAC, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three cleaning) required to implement the Finish Work (3) business days after subject to Tenant’s use of the receipt of such notice from LandlordAllowance as provided below).

of the Lease. ThereforeIf Landlord fails to respond to such Second Request within five (5) business days after receipt by Landlord, notwithstanding the Plans in question shall be deemed disapproved by Landlord. If Landlord disapproves of any Sublease provision Plans, Tenant may revise Tenant’s Plans and resubmit such Plans to Landlord; in such event the contrary, Subtenant covenants scope of Landlord’s review of such Plans shall be limited to pay directly to Landlord without abatement, deduction, offset, prior notice or demand by Landlord all rent and other amounts payable to Tenant under the Sublease in lawful money Tenant’s correction of the United States at items to which Xxxxxxxx had previously objected. Landlord’s review and approval (or deemed disapproval) of such revised Plans shall be governed by the address provisions as set forth above in this Section 10.2. The procedure set forth above for approval of Tenant’s Plans will also apply to any change, addition or amendments to Tenant’s Plans. Xxxxxxxx’s approval of an Alteration shall not be deemed a representation by Landlord or at such other place as Landlord may designate to Subtenant in writing, on or before that the date dueAlteration complies with Law. To the extent of all rent and other amounts actually paid by Subtenant and received by LandlordUpon completion, Tenant shall receive credit under furnish Landlord with at least three (3) sets of “as built” Plans (as well as a set in CAD format, if requested by Landlord) for the Lease against current amounts then payable by Tenant Alterations, completion affidavit and full and final unconditional waivers of liens and will cause a Notice of Completion to Landlord under be recorded in the LeaseOffice of the Recorder of the County of Alameda. Any Alteration (excluding Tenant’s equipment and trade fixtures, and Subtenant whether or not affixed to the Premises) shall receive credit under at once become the Sublease for those amountsproperty of Landlord; provided, however, that Landlord, at its option, may require Tenant to remove any Alterations and cap Off-Site Infrastructure Improvements prior to the receipt by expiration or sooner termination of this Lease. If Xxxxxx serves a request in writing together with Xxxxxx’s request for Xxxxxxxx’s consent to any such Alterations (“Removal Request”), Landlord will notify Tenant at the time of Landlord’s consent to any such Alterations as to whether Landlord requires their removal. All costs of any rent Alterations (including, without limitation, the removal thereof, if required) shall be borne by Tenant. If Tenant fails to promptly complete the removal of any Alterations and/or to repair any damage caused by the removal, Landlord may do so and may charge the reasonable costs thereof to Tenant. All Alterations shall be made in a good and workmanlike manner and in a manner that will not disturb other tenants, in accordance with Landlord’s then-current guideline for construction, and Tenant shall maintain appropriate liability and builders’ risk insurance throughout the construction. Tenant shall indemnify, defend, protect and hold Landlord harmless from and against any and all claims for injury to or other amounts from Subtenant shall not be deemed death of persons or construed as releasing Tenant from Tenant’s obligations under damage or destruction of property arising out of or relating to the Lease (performance of any Alterations by or on behalf of Xxxxxx, except to the extent caused by the gross negligence or willful misconduct of Landlord. Under no circumstances shall Landlord be required to pay, during the Term (as the same may be extended or renewed) any ad valorem or other Taxes on such amounts actually received by Landlord) or the acceptance of Subtenant as a direct tenant; provided furtherAlterations, however, that if the rent actually received by Landlord from Subtenant under the Sublease exceeds the rent payable by Tenant under the Lease, Landlord shall promptly remit fifty percent (50%) of such excess to Tenant in accordance with and subject to Paragraph 10.3 of the Lease (meaning that such excess shall be calculated after reimbursing Tenant for reasonable advertising expenses, brokerage commissions, tenant improvement costs and attorneys’ fees actually incurred by Tenant and payable to non-affiliated third parties in connection with such assignment or subleasing, all of which must be amortized over the applicable assignment or sublease term). Landlord shall give Tenant prompt written notice if Subtenant fails hereby covenanting to pay any monthly rent all such taxes when and to Landlord when the extent they become due under this Agreement, and no late charge or default interest shall be payable by Tenant on such monthly rent payable by Subtenant in such event if Tenant cures such failure within three (3) business days after during the receipt of such notice from LandlordTerm.