Common use of Tenant Clause in Contracts

Tenant. By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed have the right to construct a trench on the Site in a good location to be mutually agreed upon by Landlord and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord and install certain connecting telecommunications equipment in the same condition as when receivedtrench in order to connect certain telecommunications equipment located on the property addressed at 3950 Xxxxx Xxxxxx Xxxxx, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alterXxx Xxxxxx, remodelXxxxxxxxxx xx certain equipment in the Demised Premises; provided, improvehowever, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations such rights granted to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: are subject to (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designatethe approval of all applicable governmental agencies, (b) by contractors or mechanics approved by LandlordTenant's compliance with all applicable laws, which approval shall not be unreasonably withheld, and (c) so Landlord and Tenant entering into a commercially reasonable license agreement which, among other things, shall provide: (i) Landlord with the right to approve the size and location of the trench, the specifications for the equipment to be installed in the trench, and the contractors who will be performing such work on behalf of the Tenant, (ii) that same Landlord shall be at least equal reimbursed for the costs it incurs in qualityconnection with Landlord's review of plans and drawings for Tenant's proposed work and Landlord's oversight of the construction of such work, value (iii) Landlord with a commercially reasonable indemnity and utility releases of liability from Tenant; (iv) that Tenant's right to construct the trench and to use the connecting telecommunications equipment are subject to the original work or installation, (d) in a manner reasonable rules and using equipment regulations governing such construction and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Projectwhich Landlord may establish from time-to-time, and (ev) in accordance with upon Landlord's request, Tenant shall remove the Rules connecting telecommunications equipment from the trench and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In restore the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) portion of the cost Site on which Tenant constructed the trench to the condition such portion of the maintenance, repairs or refurbishing). Tenant shall maintain written records Site existed immediately prior to Tenant's installation of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisestrench.

Tenant. By entry hereunderTenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approvals shall not be unreasonably withheld or delayed. Landlord's consent shall not be required for non-structural interior improvements costing less than $10,000 in any calendar year. Plans are required. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant accepts the Premises as being shall have obtained contingent liability and broad form builder's risk insurance in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs an amount reasonably satisfactory to Landlord to cover any perils relating to the Premises and every part thereofproposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, Tenant’s trade fixturesany cuts or penetrations in the floor, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration roof or sooner termination exterior walls of the Term hereof, surrender the Leased Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by without Landlord, 's approval which approval shall not be unreasonably withheld. As used in this Article, (c) so that same the term "modifications, alterations and/or improvements" shall be at least equal in qualityinclude, value and utility to without limitation, the original work or installationinstallation of additional electrical outlets, (d) in a manner and using equipment and materials that will not interfere with or impair the operationsoverhead lighting fixtures, use or occupation of the Building or any of the mechanicaldrains, electricalsinks, plumbing or other systems in the Building partitions, doorways, or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premiseslike.

Tenant. By entry hereunderTo the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant accepts agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises as being from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in good and sanitary orderno event any Landlord Responsible Parties (collectively, condition and repair. with Tenant, at Tenant’s sole cost and expense“Tenant Responsible Parties”) during the Term; (ii) arising from any accident, shall keep, maintain and preserve physical injury or physical damage occurring on any portion of the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs during the Term applicable to that portion of the Premises and every part thereof, including, without limitation, any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s trade fixturesor Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, installationsoccupancy, equipment and other personal property items within the Premises. All such repairsoperation, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination management of the Term hereof, surrender the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition event of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, Tenant’s agents, employees, invitees expenses and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at liabilities incurred or in connection with any such time and in such manner as Landlord may reasonably designate, (b) by contractors claim or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Projectproceeding brought thereon, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesdefense thereof.

Tenant. By entry hereunder, Tenant accepts the Premises Except as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination otherwise expressly required of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoingLandlord, Tenant shall, at Tenant’s sole expense, keep and maintain the Premises, including but not limited to all entry doors, damage to entry doors occasioned by theft or vandalism, furnishings, lighting, trade fixtures, above-ground plumbing and conduits beginning at the point of entry into the Premises, windows, glass and plate glass, doors, interior walls and finish work, floor surfaces and floor coverings, sprinkler and fire protection systems (which shall be in good working order as of the Commencement Date and in compliance with all Applicable Laws), and routine maintenance and repairs of the HVAC System (together with replacement of the HVAC System exclusively 23134410.6 servicing the Premises and installed by Tenant), in good and sanitary condition and repair and in compliance with all Applicable Laws. Tenant shall permit no waste, except normal wear and tear. Tenant shall also be responsible for repairing arranging janitorial services for the Premises and the cost thereof. Tenant shall promptly notify Landlord, in writing, of any area damaged known defective condition which Landlord is required to repair, and failure to so report such known defects in a commercially reasonable time and manner shall make Tenant responsible to Landlord for any increased liability incurred by Tenant, Landlord by reason of such failure to report the known defective condition. Any contractor selected by Tenant in connection with the performance of Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant obligations under this Section in or about the Premises or the Building shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as require prior written approval of the Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so conditioned or delayed, such approval shall require, at a minimum, Lxxxxxxx’s receipt of a Certificate of General Liability Insurance adding the Agent and the Landlord as additionally insured, proof that same the contractor is duly licensed and permitted in the municipality where the Premises is located, to the extent such licensing and permitting is required by such municipality, acknowledgment and agreement by the contractor that all work shall be at least equal done with good workmanship and in qualityaccordance with current building codes and ordinances, value and utility with agreement to adhere to any other reasonable standards imposed by Landlord for the original work or installation, (d) in a manner protection and using equipment and materials that will not interfere with or impair the operations, use or occupation preservation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunderDuring the Term hereof, Tenant accepts shall keep in full force and effect the Premises as being in good following insurance and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs provide appropriate insurance certificates to Landlord prior to the Premises Lease Commencement Date and every part thereofannually thereafter before the expiration of each policy: (1) Commercial general liability insurance for the benefit of Tenant and Landlord as an additional insured, with a limit of not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrence, against claims for personal injury liability including, without limitation, Tenant’s trade fixturesbodily injury, installations, equipment death or property damage liability and other personal property items within covering (i) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. All such repairsEach insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Landlord with at least thirty (30) days prior written notice of any material change, maintenance non-renewal or cancellation of the policy, shall be in a form satisfactory to Landlord and replacements shall be taken out with an insurance company authorized to do business in the State in which the Project is located and rated not less than Best's Financial Class X and Best's Policy Holder Rating "A". In addition, any insurance policy obtained by Tenant shall be performed written as a primary policy, and shall not be contributing with or in a good excess of any coverage which Landlord may carry, and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises shall have loss payable clauses satisfactory to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as favor of Landlord may naming Landlord, and any other party reasonably designate, (b) by contractors or mechanics approved designated by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation as an additional insured. The liability limits of the Building or any above described insurance policies shall in no matter limit the liability of Tenant under the mechanicalterms of Section XV. below. Not more frequently than every two (2) years, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant failsif, in the reasonable judgment opinion of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain the Premises in accordance with level of insurance protection comparable to the obligations protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under the Leasethis Section XIV., then Landlord shall have have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to enter the Premises procure and perform maintain such maintenanceinsurance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the maintenancefailure of Tenant to comply with the provisions of this Section, repairs Landlord is deemed a co-insurer by its insurance carrier, then any loss or refurbishing). damage which Landlord shall sustain by reason thereof shall be borne by Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into be immediately paid by Tenant for the Premisesas additional rent upon receipt of a xxxx therefor and evidence of such loss.

Tenant. By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and its expense, shall keep, maintain and preserve keep the interior ------ of the Building in good order and repair at all times during the Term following the Substantial Completion Date and perform the Tenant services set out in Section 9.7. In the event of a default by Tenant of its obligations under the foregoing sentence, Landlord shall, at Landlord's option, perform any maintenance or make any repairs to the Building as Landlord shall deem necessary or desirable. Landlord shall also (a) perform any maintenance or make any repairs to the portions of the Premises in first class condition and repairother than the Building as Landlord shall desire for the safety, operation or preservation of the Premises, and shall, when and if needed, at Tenant’s sole cost and expense, (b) perform any maintenance or make all any repairs to the Premises and every part thereofas Landlord (x) shall deem necessary for the safety, including, without limitation, Tenant’s trade fixtures, installations, equipment and operation or preservation of the Premises or (y) may be required or requested to do by the County of Sarasota or by the order or decree of any court or by any other personal property items within proper authority. Tenant shall reimburse Landlord for any such maintenance or repairs of the PremisesPremises pursuant to this Section 11.1. All such repairs, maintenance restorations and replacements performed by Tenant or at Tenant's direction shall be performed in conformity with the provisions of this Lease and shall be of a quality and class at least equal to the original work or installations or, if higher, the then standards for the Premises established by Landlord and, in either case, shall be done in a good and workmanlike manner. If Tenant, after written notice from Landlord, fails to meet its obligations under this subsection, Landlord may complete such obligations in a manner consistent with a first-class office building in metropolitan Sarasota and Tenant shallshall reimburse Landlord for the cost of completing same upon receipt of an invoice from Landlord for the work or repairs, upon plus interest from the expiration or sooner termination date of the Term hereof, surrender the Premises to payment by Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged until payment by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the PremisesDefault Rate.

Tenant. By entry hereunderTenant shall indemnify, Tenant accepts the Premises as being in good and sanitary orderdefend (by counsel reasonably acceptable to Landlord), condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repairprotect, and shallhold Landlord and each of Landlord's Indemnitees free and harmless from and against any and all claims, when liabilities, penalties, forfeitures, losses and/or expenses, attorneys' fees, consultant fees and if neededexpert fees, at Tenant’s sole cost and expensejudgments, make all repairs administrative rulings or orders, fines, costs for death of or injury to the Premises and every part thereof, any person or damage to any property whatsoever (including, without limitation, Tenant’s trade fixtureswater tables, installationssewer systems and atmosphere), equipment and other personal property items within arising from, or caused or resulting, in whole or in part, directly or indirectly, by the Premises. All such repairsrelease, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shallpresence or discharge in, upon the expiration on, under or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint about the Premises or Project of any part thereofHazardous Materials caused by or arising from the activities of Tenant, Tenant's agents, employees, licensees, or invitees or from the transportation or disposal of any Hazardous Materials to or from the Premises or Project by Tenant, Tenant's agents, employees, licensees or invitees or at Tenant's direction, or by Tenant's failure to comply with any Hazardous Materials Laws, or from Tenant's failure to provide adequate disclosures or warnings required by the Hazardous Materials Laws, or from any breach by Tenant of the obligations in this Article 7. Tenant acknowledgesTenant's indemnification obligations hereunder shall include, agrees without limitation, and affirms that Landlord has made no representations to Tenant respecting the condition whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) the presence and implementation of any closure, remedial action or other required plans in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Lawconnection therewith, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies survive the expiration of all service or maintenance contracts entered into by Tenant for early termination of the PremisesLease Term.

Tenant. By entry hereunderTenant shall at all times indemnify, Tenant accepts the Premises as being in good defend and sanitary orderhold Landlord and Landlord's mortgagee(s), condition and repair. Tenantbeneficiaries, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repairpartners, and shallmanaging agent harmless against and from any and all claims, when costs, liabilities, actions and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, damages (including, without limitationlimitation,'reasonable attorneys' fees and costs) by or on behalf of any person or persons, Tenant’s trade fixturesfirm or firms, installationscorporation or corporations, equipment to the extent arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises during the Term, and other personal property items within will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the Premises. All such repairsterm of this Lease, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon to the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or extent arising from any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises Improvements or any curb or sidewalk adjoining the Project. Without limiting Demised Premises, or of any passageways or space therein or appurtenant thereto, or to the foregoingextent arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, Tenant shallpursuant to the terms of this Lease, at Tenant’s sole expense, be responsible for repairing or arising from any area damaged by negligence of Tenant, Tenant’s its agents, employeesservants, invitees employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises, or upon the sidewalk and visitorsthe land adjacent thereto, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereto; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action proceeding by counsel reasonably satisfactory to Landlord. All repairs and replacements by The indemnity obligations of Tenant under this Section 19.3(a) which relate directly or indirectly to death, bodily or personal injury or property damage, shall be made insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5. Notwithstanding anything contained herein to the contrary, Tenant's obligations to indemnify, defend and performed: (a) at Tenant’s cost hold Landlord harmless against and expense from any and at such time all claims, costs, liabilities, actions and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval damages shall not be unreasonably withheldapply to any claims, (c) so that same shall be at least equal in qualitycosts, value liabilities, actions and utility damages to the original work extent arising as a result of (i) the negligence or installation, (d) in a manner and using equipment and materials that will not interfere with willful misconduct or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment omissions of Landlord, ; and/or (ii) the failure of Landlord to maintain the Premises in accordance comply with the obligations under the a provision of this Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunderExcept as expressly set forth herein, Tenant accepts shall have the Premises as being in good and sanitary orderright to assign, condition and repair. Tenantmortgage, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration sublease or sooner termination of the Term hereof, surrender the Premises to Landlord otherwise transfer its interest in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint Leased Premises with the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition prior consent of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such assignment or transfer shall relieve Tenant of any obligations or liability hereunder without the written consent of Landlord. If this Lease be assigned or transferred, or if all or any part of the Leased Premises be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant under the Lease (c) so that same after expiration of all applicable notice and cure periods), collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be at least equal in qualitydeemed a waiver of any agreement, value and utility to term, covenant or condition hereof, or the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation acceptance of the Building assignee, transferee, subtenant or any occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the mechanicalagreements, electricalterms, plumbing or other systems in the Building or the Projectcovenants and conditions hereof, and (e) Tenant shall continue liable hereunder in accordance with the Rules agreements, terms, covenants and Regulations attached hereto conditions hereof. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer or subletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer or subletting. Notwithstanding the foregoing or anything to the contrary contained herein, Tenant shall have the right without the consent of Landlord to assign its rights, privileges and obligations under this Lease to any entity which controls, is controlled by, or is under common control with Tenant, or to any entity which merges or consolidates with or acquires all or substantially all of the assets and liabilities of Tenant; provided that if the assignee has a net worth less than Tenant's net worth as EXHIBIT D of the date of this Amendment, Tenant shall obtain the prior written consent of Landlord to such assignment. Tenant shall deliver to Landlord a copy of the assignment agreement within thirty (30) days after the execution thereof, together with copies of financial statements and all Applicable Lawsother documents as reasonably requested by Landlord. In addition, Tenant shall have the event Tenant fails, in right to sublet all or a part of the reasonable judgment Leased Premises with the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided that any such sublease shall be subordinate to maintain the Premises terms of this Lease. Landlord and Tenant shall share equally in accordance with the obligations any net rent payable to Tenant under the sublease or any assignment which is over and above the rent that Tenant is already obligated to pay to Landlord under the Lease for the space that is being subleased or assigned by Tenant, so that Landlord and Tenant share equally in the net profits, if any, made by Tenant under the sublease or assignment. For the purposes of this Section, "control" of any entity shall be deemed to be vested in the person owning, directly or indirectly, more than 50% of the voting power in and to such entity. The term "net rent" shall mean the excess rental less, on an amortized basis over the term of the sublease or assignment, any brokerage commission, any tenant improvement allowance or construction costs and any reasonable attorney's fees incurred by Tenant in connection with such subletting or assignment. Any sublease of all or any portion of the Leased Premises shall be subordinate to the terms of this Lease, Landlord and Tenant shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead furnish to Landlord equal to a fully executed original counterpart of such sublease within ten percent (10%) of the cost of the maintenance, repairs or refurbishing)days after execution thereof. Tenant shall maintain written records not directly or indirectly collect or accept any payment of maintenance and repairs, as required by rent (other than additional rent) under any Applicable Law, and sublease more than one month in advance of the date when the same shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesbecome due.

Tenant. By entry hereunderTenant shall indemnify, Tenant accepts the Premises as being in good and sanitary orderdefend (by counsel reasonably acceptable to Landlord), condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repairprotect, and shallhold Landlord and each of Landlord's Indemnitees free and harmless from and against any and all claims, when liabilities, penalties, forfeitures, losses and/or expenses, attorneys' fees, consultant fees and if neededexpert fees, at Tenant’s sole cost and expensejudgments, make all repairs administrative rulings or orders, fines, costs for death of or injury to the Premises and every part thereof, any person or damage to any property Tenant Initials: /s/ L.D.S. 21 whatsoever (including, without limitation, Tenant’s trade fixtureswater tables, installationssewer systems and atmosphere), equipment and other personal property items within arising from, or caused or resulting, in whole or in part, directly or indirectly, by the Premises. All such repairsrelease, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shallpresence or discharge in, upon the expiration on, under or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint about the Premises or Building of any part thereofHazardous Materials caused by or arising from the activities of Tenant, Tenant's agents, employees, licensees, or invitees, or from the transportation or disposal of any Hazardous Materials to or from the Premises or Building by Tenant, Tenant's agents, employees, licensees or invitees or at Tenant's direction, or by Tenant's failure to comply with any Hazardous Materials Laws, or from Tenant's failure to provide adequate disclosures or warnings required by the Hazardous Materials Laws, or from any breach by Tenant of the obligations in this Article 7. Tenant acknowledgesTenant's indemnification obligations hereunder shall include, agrees without limitation, and affirms that Landlord has made no representations to Tenant respecting the condition whether foreseeable or unforeseeable, all costs of any required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) the presence and implementation of any closure, remedial action or other required plans in accordance with connection therewith, and shall survive the Rules expiration of or early termination of the Lease Term. Tenant shall further be solely responsible for and Regulations attached hereto as EXHIBIT D shall indemnify, protect, defend and all Applicable Laws. In hold the event Tenant fails, in the reasonable judgment of Landlord, and Landlord's Indemnitees harmless from and against all claims, costs and liabilities including actual attorneys' fees and costs, arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter return the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead any other property of whatever nature to Landlord equal their condition existing prior to ten percent (10%) the appearance of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the PremisesHazardous Materials.

Tenant. By entry hereunderNotwithstanding any Transfer, Tenant accepts shall remain fully responsible and liable for the Premises as being in good payment of the Rent and sanitary order, condition for compliance with all of Tenant’s other obligations under this Lease from and repair. after such Transfer (even if future Transfers occur after the Transfer by Tenant, at Tenantand regardless of whether or not Landlord’s sole cost and expenseApproval has been obtained for those future Transfers), shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by except that Tenant shall be performed in relieved from any obligations arising under this Lease after the date of a good Transfer if and workmanlike manner. Tenant shall, upon the expiration or sooner termination only if all of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: following occur: (a) at Tenant’s cost Tenant has notified Landlord of the name and expense address of the Tenant Transferee and at the Controlling Person, if any, of such Tenant Transferee by the time and in such manner as Landlord may reasonably designate, of the Transfer; (b) Such Transfer is a Permitted Transfer or is otherwise Approved by contractors or mechanics approved Landlord; (c) The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the form of the Assignment and Assumption Agreement Approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same Approval shall be at least equal in quality, value and utility limited to the original work or installationquestion of whether such instrument, when duly executed, will accomplish its intended purposes under this Lease (the “Assignment and Assumption Agreement”); (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation As of the Building date of the Transfer the Tenant Transferee or any Person who is a Controlling Person of the mechanical, electrical, plumbing or other systems in the Building or the Project, and Tenant Transferee is not a Prohibited Person; and (e) As of the date of the Transfer (after giving effect to the Transfer), the Tenant Transferee meets the Financial Test as of the end of the fiscal quarter ending immediately preceding such date. The Tenant Transferee’s satisfaction of the Financial Test (after giving effect to the Transfer) shall be evidenced by (and be deemed satisfied by) (i) representations to that effect by the Tenant Transferee in the Assignment and Assumption Agreement and (ii) a letter addressed and delivered to Landlord and Tenant (at Tenant’s or the Tenant Transferee’s expense) from a firm of independent, certified public accountants of recognized national or regional standing and stating that, based upon an audit of the Tenant Transferee (after giving actual or pro forma effect to the Transfer) made in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant failsgenerally accepted auditing standings, in such firm’s opinion the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) Financial Test is/was met as of the cost date of the maintenanceTransfer, repairs or refurbishing). Tenant shall maintain written records such letter to be subject to such qualifications and assumptions as are usual and customary at that time for opinions of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesauditing firms.

Tenant. By entry hereunderhereunder and subject to completion of the construction of the initial Landlord’s Improvements, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises; provided, however, that Tenant shall not be obligated to make any structural changes to the Premises unless caused by Tenant or Tenant’s alterations, and in no event shall Tenant by obligated to remove ACM as disclosed by Landlord. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear and acts of God excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics reasonably approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain and/or repair the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, maintenance and/or repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent five (105%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises. Tenant shall bear the cost of replacement of lamps, starters and ballasts for the lighting fixtures within the Premises.

Tenant. By entry hereunder(a) Tenant shall not pledge, Tenant accepts the Premises as being mortgage, transfer or assign its interest, in good whole or in part, in and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereofor the leasehold estate created hereby without the prior consent of Landlord. (b) Without the prior consent of or notice to Landlord, Tenant may, subject to the provisions of Article 8 (including, without limitation, Section 8.01(e) thereof), sublease, grant, license or permit the use by any third party of any portion of the Welcome Center or the Pier Open Space for Ancillary Uses (an “Occupancy Agreement”), provided that (x) such Occupancy Agreement shall include an indemnification provision for the benefit of Landlord substantially in the form attached hereto as Exhibit L, subject to reasonable and customary changes thereto which do not materially and adversely reduce Landlord’s rights thereunder (it being understood that any Occupancy Agreement that does not satisfy these conditions shall not be permitted) and (y) subject to the provisions of Section 13.02(d) hereof, a copy of such Occupancy Agreement (sections of which may be designated by Tenant as “proprietary and confidential”) is provided to Landlord within thirty (30) days after the execution of such Occupancy Agreement, but in no event later than commencement date of such Occupancy Agreement. (c) Notwithstanding anything to the contrary in Sections 13.02(a) or (b) above: (i) In no event shall the daily admission of Museum patrons or invitees or the general public require the prior consent of or notice to Landlord; and (ii) Without the prior consent of or notice to Landlord, Tenant may, subject to the provisions of Article 8 (as applicable), sublease, grant, license or permit the use by any third party of any portion of the Vessels for Permitted Uses. (d) Landlord acknowledges that Tenant may be hereafter providing Occupancy Agreements to Landlord that contain confidential information, including trade secrets and proprietary or confidential information, the disclosure of which may be harmful to Tenant’s trade fixturescompetitive position. Accordingly, installationsXxxxxxxx agrees that it shall maintain the confidentiality of such information that are clearly marked and identified as “proprietary and confidential”; provided that if disclosure requests are received by Landlord pursuant to the Freedom of Information Law or any judicial or legislative subpoena, equipment and other personal property items within the Premises. All requesting any such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration proprietary or sooner termination of the Term hereof, surrender the Premises confidential information provided to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees Landlord shall give Tenant prior notice and visitors. All repairs the opportunity to object to such Freedom of Information Law request or subpoena (it being understood and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so agreed that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not right to make disclosures believed in good faith to be required under the obligation, to enter the Premises and perform such maintenance, repairs Freedom of Information Law or refurbishing at other applicable law notwithstanding any objection of Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records understands and acknowledges that Landlord is a public authority of maintenance the State of New York and repairsis subject to review and oversight by legislative and other regulatory bodies, as and that Landlord is required by law and may be compelled or requested by such oversight bodies to make public disclosure of information regarding this Lease and any Applicable LawOccupancy Agreement, and shall use certified technicians be fully entitled to perform such maintenance and repairsdo so without objection from Tenant, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for except in the Premiseslimited circumstances described in this Section 13.02(d).

Tenant. By entry hereunder, Tenant accepts shall not make any alterations to or modifications of the Leased Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items or construct any improvements within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Leased Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. until Landlord shall have no obligation to alterfirst approved, remodelin writing, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees plans and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlordspecifications therefore, which approval shall not be unreasonably withheld. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality . Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (cii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that same Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall be at least equal have obtained contingent liability and broad form builder's risk insurance in quality, value and utility an amount satisfactory to Landlord to cover any perils relating to the original proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or installation, (d) in a manner and using equipment and materials that will not interfere with improvements whatsoever to the Outside Areas or impair the operations, use exterior or occupation structural components of the Building including, without limitation, any cuts or any penetrations in the floor, roof or exterior walls of the mechanicalLeased Premises. As used in this Article, electricalthe term "modifications, plumbing or other systems in alterations and/or improvements" shall include, without limitation, the Building installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premiseslike.

Tenant. By entry hereunder, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s 's sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s 's sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s 's trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s 's sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s 's agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s 's cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s 's sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunderTo the fullest extent allowed by law, except to the extent the same is otherwise expressly waived by Landlord under this Lease (including, without limitation, in Section 5.5 hereof), Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenantshall, at Tenant’s sole cost all times, indemnify and expense, shall keep, maintain and preserve the Premises in first class condition and repairsave Landlord, and shallits members, when directors, officers, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and if neededemployees, at Tenant’s sole harmless from and against any and all loss, cost and expense, make all repairs to the Premises and every part thereofor damage, including, without limitation, Tenant’s trade fixturesreasonable attorneys' fees, installationsincurred or sustained by any of them that is brought by third parties against them in connection with (i) the conduct or management, equipment and other personal property items within or from any work or things whatsoever done in or about the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon Demised Premises during the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or Term; (ii) any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Demised Premises arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or (iii) arising from any negligence of Tenant, its directors, officers, shareholders, contractors, subcontractors, sub-subcontractors (other than Landlord or its subcontractors or sub-subcontractors), agents, employees or invitees, or arising from any accident, injury or damage whatsoever caused to any person or entity during the Term, in or about the Demised Premises. The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to death, bodily or personal injury or property damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5 hereof. Anything in this Section 19.3(a) to the contrary notwithstanding, Tenant's indemnification obligations as aforesaid shall not apply to any claims, costs, liabilities, actions and damages which arise as a result of (1) the negligence or wrongful acts or omissions of Landlord (or its members, partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees); or (2) the failure of Landlord to comply with a provision of this Lease or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the PremisesWork Letter.

Tenant. By entry hereunderExcept to the extent caused by the negligence of Landlord or any Landlord Indemnitee (as defined below, neither Landlord nor Landlord’s employees, agents, or contractors (collectively “Landlord Indemnitee”) shall be liable for and Tenant accepts shall indemnify and save harmless Landlord and each Landlord Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises as being or the Property, or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Tenant or its employees, agents or contractors (collectively “Tenant Representative”); or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding shall be brought by or against Landlord or any Landlord Indemnitee in good and sanitary orderconnection with any such liability, condition and repair. claim, suit, cost, injury, death or damage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s sole cost and expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this Section shall keepapply to all activities of Tenant or any Tenant Representative with respect to the Premises, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at whether occurring before or after execution of this Lease. Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval obligations under this Section shall not be unreasonably withheld, (c) so that same limited to the coverage of insurance maintained or required to be maintained by Tenant under this Lease. In no event shall Landlord or any Landlord Indemnitee be liable in any manner to Tenant or any Tenant Representative as the result of the acts or omissions of Tenant or a Tenant Representative and all liability therefore shall rest with Tenant. All personal property upon the Premises shall be at least equal in qualitythe risk of Tenant only, value and utility neither Landlord nor any Landlord Indemnitee shall be liable for any damage thereto or theft thereof, except to the original work extent caused by the negligence, willful misconduct or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation gross negligence of the Building Landlord or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the PremisesIndemnitee.

Tenant. By entry If (a) the provisions of a Third Party Lease grant to Landlord, as tenant thereunder, the right to obtain a Third Party Lease Non-disturbance Agreement and (b) Landlord, at any time after the date hereof, receives notice from the applicable Third Party Lessor that such Third Party Lessor intends to enter into a Fee Mortgage with respect to the Fee Estate subject to such Third Party Lease, then Landlord shall so inform Tenant and shall use its reasonable best efforts to cause the prospective holder of the Fee Mortgage to enter into a Non-disturbance Agreement with Landlord on such prospective holder's customary form. Anything to the contrary contained herein notwithstanding, Landlord's failure to obtain a Third Party Lease Non-disturbance Agreement shall in no event be deemed hereunder to be a default by Landlord under the applicable Third Party Lease or hereunder. Unless Landlord obtains a new lease from the applicable Third Party Lessor pursuant to the preceding provisions, Tenant accepts upon any termination or expiration of a Third Party Lease, the Premises as being in good and sanitary orderProperty subject to such Third Party Lease shall be deemed deleted from this Restated Lease and, condition and repair. provided that such expiration or termination was not caused, directly or indirectly, by the acts or omissions of Tenant, at Tenant’s sole cost and expenseSubtenant or their respective agents, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agentscontractors, employees, invitees and visitors. All repairs and replacements by Tenant licensees or invitees, the Fixed Rent shall be made and performed: (a) at Tenant’s cost and expense and at adjusted to reflect such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) deletion in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable LawFixed Rent Adjustment Procedures, and the amounts held pursuant to this Restated Lease on account of advanced Real Estate Tax payments pursuant to Article 4 shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesbe adjusted accordingly.

Tenant. By entry hereunderTo the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant accepts agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any mortgagee providing financing with respect to the Property of which Tenant has received notice from and against all costs, expenses, liabilities, claims, loss, and damage of whatever nature to the extent: (i) arising from the use, occupancy or operation of the Premises as being in good and sanitary orderand/or the Common Areas by Tenant or Tenant’s contractors, condition and repair. subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible (collectively, with Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by “Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of Responsible Parties”) during the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. further period during which Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition retains occupancy of the Premises or the Project. Without limiting use or occupancy of the foregoingProperty by Tenant or Tenant Responsible Parties during the Term and any further period during which Tenant or any Tenant Responsible Party retains occupancy of the Premises; (ii) arising from any accident, Tenant shall, at physical injury or physical damage occurring on any portion of the Premises during the Term or an Extended Term; or (iii) arising from Tenant’s sole expenseor Tenant Responsible Parties’ violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials; provided, be responsible for repairing however, that (x) the foregoing indemnity shall not include any area damaged by Tenantcost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, Tenant’s licensees, invitees, agents, employeesservants or employees or others for whom the Landlord is legally responsible (collectively, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by with Landlord, which approval “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for consequential damages, but the limitation in this clause (y) shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility apply to the original work indemnity set forth in Section 4.3 entitled “Hazardous Materials”. This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or installationin connection with any such claim or proceeding brought thereon, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Projectdefense thereof, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment enforcement of Landlord, to maintain the Premises in accordance with the obligations rights under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesthis indemnity.

Tenant. By entry hereunderTenant shall indemnify and hold harmless Landlord and all agents, Tenant accepts servants and employees of Landlord from and against all claims, losses, damages, liabilities, expenses (including reasonable attorneys' fees), penalties and charges arising from or in connection with (i) Tenant's use of the Premises as being during the Lease Term, or (ii) the conduct of Tenant's business, or (iii) any activity, work or things done, permitted or suffered by Tenant in good or about the Premises or Building during the Lease Term. Tenant shall further indemnify and sanitary orderhold harmless Landlord from and against any and all claims, condition loss, damage, liability, expense (including reasonable attorneys' fees), penalty or charge arising from any default in the performance of any obligation on Tenant's part to be performed under the terms of this Lease, or arising from any negligence of Tenant, or any of Tenant's agents, contractors, or employees, and repairfrom and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by legal counsel reasonably satisfactory to Landlord. Tenant, at Tenant’s sole cost and expenseas a material part of its consideration to Landlord, shall keep, maintain and preserve hereby assumes all risk of damage to property or injury to persons in or upon the Premises arising from any cause and Tenant hereby waives all claims in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premisesrespect thereof against Landlord. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting Notwithstanding the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheldrequired to defend, (c) so that same save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from Xxxxxxxx's negligence or willful acts or omissions, or those of Landlord's officers, agents, contractors or employees. Tenant's indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be at least equal in quality, value and utility carried by Tenant pursuant to the original work provisions of this Lease to the extent that such policies cover the results of negligent acts or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment omissions of Landlord, its officers, agents, contractors or employees, or the failure of Landlord to maintain the Premises in accordance with the perform any of its obligations under the this Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunder, Tenant accepts (i) shall carry on the business of producing the Renaissance Faire diligently and continually in the Premises throughout the Term and shall cause such business to be conducted in the Premises during such hours as being the Renaissance Faire has typically operated in good the State of California for the past three (3) years. Tenant shall operate the Renaissance Faire in the specified areas of the Premises set forth on the site plan attached hereto as EXHIBIT A. Tenant shall not operate the Renaissance Faire in any area outside of the specified areas as shown on the site plan, nor allow any of the Renaissance Faire activities or employees, customers, invitees, vendors or agents to enter onto or conduct any activity whatsoever in any area outside of such specified areas. (ii) may, from November 29, 2000 through the termination of this Lease, maintain temporary structures and sanitary orderuse portions of the premises for storage purposes as set forth in the Conditions of Approval. (iii) agrees that at all times during the Term of this Agreement (including nights, condition weekends and repairholidays), an officer or employee of Tenant shall be located on the Premises, shall make periodic inspections of the Premises and shall immediately report to Landlord or the police, if appropriate, if such person notices any theft, vandalism, loitering, broken utility lines or other damage occurring or located on the Premises. The officer or employee remaining on the Premises shall also be responsible for landscape up-keep, including, but not limited to, weed abatement to prevent fire hazards, litter pick-up, and maintenance of shrubs in a neat, orderly and safe condition. Tenant and its officer or employee remaining on the Premises shall fully cooperate with City's Code Compliance Technicians in maintaining the Premises in a manner so as not to create a nuisance or violate the Vacaville Municipal Code. Any reports to Landlord shall be made by contacting Xxx Xxxxxxxxx, at (707) 449-5660, and by faxing written notice to Landlord at its facsimile number set forth in the Lease. Tenant shall not use any portion of the Premises for the purpose of operating a Renaissance Faire, haunted house or for any other activity, except for the general maintenance and up-keep provisions, above, during the Off-Season. At the discretion of Landlord, a home, currently existing on the Premises, may be used solely by officers or employees of Tenant for residential purposes in furtherance of Tenant's monitoring obligations under this Agreement. (iv) shall not make any alterations, additions or improvements to the Premises, Storage Area or the Homes. On or prior to November 30, 2000, at Tenant’s 's sole cost and expense, Tenant shall keep, maintain and preserve (i) remove from the Premises in first class condition and repairany signage or other advertising or promotional material for the Renaissance Faire or any other activity conducted at the Premises by Tenant under any previous Lease, and shallpatch and repair any damage caused by or resulting from Tenant's removal of such signage and material, when (ii) remove all Tenant Property from the Vacated Premises, repair any damage resulting from such removal and if neededotherwise leave the Vacated Premises in the condition required under the prior Lease, at Tenant’s sole cost and expense(iii) surrender possession of the Vacated Premises. If Tenant fails to comply with these obligations, make all repairs to and without waiving or limiting any other remedy available, Landlord may enter upon any portion of the Premises and every part thereof, including, without limitation, remove the same at Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises's expense. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration not install any signage or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate other advertising or paint the Premises or promotional material on any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or during the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the PremisesOff-Season."

Tenant. By entry hereunder, Tenant accepts shall not make any alterations to or modifications of the Leased Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items or construct any improvements within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Leased Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. until Landlord shall have no obligation to alterfirst approved, remodelin writing, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees plans and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlordspecifications therefore, which approval shall not be unreasonably withheldwithheld or delayed. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality, Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (cii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that same Landlord may post and file notices of non-responsibility, and (iv) if requested by landlord, Tenant shall be at least equal have obtained contingent liability and broad form builder’s risk insurance in quality, value and utility an amount satisfactory to Landlord to cover any perils relating to the original proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or installation, (d) in a manner and using equipment and materials that will not interfere with improvements whatsoever to the Outside Areas or impair the operations, use exterior or occupation structural components of the Building including, without limitation, any cuts or any penetrations in the floor, roof or exterior walls of the mechanicalLeased Premises. As used in this Article, electricalthe term “modifications, plumbing or other systems in alterations and/or improvements” shall include, without limitation, the Building installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premiseslike.

Tenant. By entry hereunderTo the fullest extent allowed by law, except to the extent ------ the same is otherwise expressly waived by Landlord under this Lease (including, without limitation, in Section 5.4 hereof), Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenantshall, at Tenant’s sole cost all times, indemnify and expense, shall keep, maintain and preserve the Premises in first class condition and repairsave Landlord, and shallits partners, when directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and if neededemployees, at Tenant’s sole harmless from and against any and all loss, cost and expense, make all repairs to the Premises and every part thereofor damage, including, without limitation, Tenant’s trade fixturesreasonable attorneys' fees, installationsincurred or sustained by any of them in connection with the conduct or management, equipment or from any work or things whatsoever done in or about the Demised Premises during the Term, and other personal property items within will further indemnify and save them harmless from and against any and all loss, cost or damage, including, without limitation, reasonable attorneys' fees, arising during the Premises. All such repairsTerm, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or from any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises Demised Premises, or arising from any breach or default on the Project. Without limiting part of Tenant in the foregoingperformance of any covenant or agreement on the part of Tenant to be performed, Tenant shallpursuant to the terms of this Lease, at Tenant’s sole expense, be responsible for repairing or arising from any area damaged by negligence of Tenant, Tenant’s its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors (other than Landlord, Contractor or their respective subcontractors or sub-subcontractors), agents, employeesemployees or invitees, invitees and visitorsor arising from any accident, injury or damage whatsoever caused to any person or entity during the Term, in or about the Demised Premises. All repairs and replacements by The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to death, bodily or personal injury or property damage, shall be made and performed: (ainsured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5 hereof. Anything in this Section 19.3(a) at to the contrary notwithstanding, Tenant’s cost and expense and at such time and in such manner 's indemnification obligations as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval aforesaid shall not be unreasonably withheldapply to any claims, costs, liabilities, actions and damages which arise as a result of (ci) so that same shall be at least equal in qualitythe negligence or wrongful acts or omissions of Landlord or Contractor (or their respective partners, value and utility directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees); or (ii) the failure of either Landlord or Contractor to the original work or installation, (d) in comply with a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation provision of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the this Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunderExcept to the extent caused by the negligence of Landlord or any Landlord Indemnitee (as defined below), neither Landlord nor Landlord’s members, affiliates, employees, agents, or contractors (each, a “Landlord Indemnitee”) shall be liable for and Tenant accepts shall indemnify and save harmless Landlord and each Landlord Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, reasonable attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises as being Premises, or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Tenant or any Tenant Representative; or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding shall be brought by or against Landlord or any Landlord Indemnitee in good and sanitary orderconnection with any such liability, condition and repair. claim, suit, cost, injury, death or damage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s sole cost and expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this Section shall keep, maintain and preserve the Premises in first class condition and repair, and shall, when and if needed, at Tenant’s sole cost and expense, make apply to all repairs activities of Tenant or any Tenant Representative with respect to the Premises and every part thereofPremises, including, without limitationwhether occurring before or after execution of this Lease. Subject to Section 7(c) of this Lease, Tenant’s trade fixtures, installations, equipment and other personal property items within obligations under this Section shall not be limited to the Premises. All such repairs, maintenance and replacements coverage of insurance maintained or required to be maintained by Tenant under this Lease. In no event shall Landlord or any Landlord Indemnitee be performed liable in any manner to Tenant or any Tenant Representative as the result of the acts or omissions of Tenant or a good Tenant Representative and workmanlike mannerall liability therefore shall rest with Tenant. Tenant shall, upon Tenant’s indemnification obligations pursuant to this Section shall survive the expiration or sooner earlier termination of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the this Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the cost of the maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premises.

Tenant. By entry hereunderNotwithstanding any Transfer, Tenant accepts shall remain fully responsible and liable for the Premises as being in good payment of the Rent and sanitary order, condition and repair. Tenant, at for compliance with all of Tenant’s sole cost other obligations under this Lease from and expense, shall keep, maintain and preserve after such Transfer (even if future Transfers occur after the Premises in first class condition and repairTransfer by Xxxxxx, and shallregardless of whether or not Landlord’s Approval has been obtained for those future Transfers), when and if needed, at Tenant’s sole cost and expense, make all repairs to the Premises and every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by except that Tenant shall be performed in relieved from any obligations arising under this Lease after the date of a good Transfer if and workmanlike manner. Tenant shall, upon the expiration or sooner termination only if all of the Term hereof, surrender the Premises to Landlord in the same condition as when received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: following occur: (a) at Tenant’s cost Xxxxxx has notified Landlord of the name and expense address of the Tenant Transferee and at the Controlling Person, if any, of such Tenant Transferee by the time and in such manner as Landlord may reasonably designate, of the Transfer; (b) Such Transfer is a Permitted Transfer or is otherwise Approved by contractors or mechanics approved Landlord; (c) The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the form of the Assignment and Assumption Agreement Approved by Landlord, which approval shall not be unreasonably withheld, (c) so that same Approval shall be at least equal in quality, value and utility limited to the original work or installationquestion of whether such instrument, when duly executed, will accomplish its intended purposes under this Lease (the “Assignment and Assumption Agreement”); (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation As of the Building date of the Transfer the Tenant Transferee or any Person who is a Controlling Person of the mechanical, electrical, plumbing or other systems in the Building or the Project, and Tenant Transferee is not a Prohibited Person; and (e) As of the date of the Transfer (after giving effect to the Transfer), the Tenant Transferee meets the Financial Test as of the end of the fiscal quarter ending immediately preceding such date. The Tenant Transferee’s satisfaction of the Financial Test (after giving effect to the Transfer) shall be evidenced by (and be deemed satisfied by) (i) representations to that effect by the Tenant Transferee in the Assignment and Assumption Agreement and (ii) a letter addressed and delivered to Landlord and Tenant (at Tenant’s or the Tenant Transferee’s expense) from a firm of independent, certified public accountants of recognized national or regional standing and stating that, based upon an audit of the Tenant Transferee (after giving actual or pro forma effect to the Transfer) made in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant failsgenerally accepted auditing standings, in such firm’s opinion the reasonable judgment of Landlord, to maintain the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance, repairs or refurbishing at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) Financial Test is/was met as of the cost date of the maintenanceTransfer, repairs or refurbishing). Tenant shall maintain written records such letter to be subject to such qualifications and assumptions as are usual and customary at that time for opinions of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the Premisesauditing firms.