Common use of Tenant’s Obligations Clause in Contracts

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallTenant, at its Tenant’s sole cost and expense, keep each shall promptly comply with all Applicable Requirements relating to (a) the use, condition, configuration or occupancy of the Collective Leased Properties and all private roadwaysPremises or (b) occupational, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairhealth or safety standards for employers or employees. In addition, reasonable wear and tear excepted (whether if modifications to the structural portions of the Building, the Building Systems, or not the need for such repairs occurs Common Areas, are triggered under any Applicable Requirement as a result of Tenant's use, any prior use, Alterations made by or at the elements request of Tenant or the age use of the Collective Leased Properties Premises for other than the Permitted Use, then Tenant, at Landlord’s option, shall either (i) make such modifications at Tenant’s cost or (ii) reimburse Landlord, as Additional Rent, for the cost of making such modifications, together with a fee to Landlord for oversight and coordination of such work equal to ten percent (10%) of such cost. Notwithstanding the foregoing provisions of this Section 5.2, Landlord will be responsible for causing the Premises and the Common Areas located on Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior ’s Floor to the commencement comply with Applicable Requirements as of the Term necessary for the Primary Intended Use (concealed or otherwise)Commencement Date; provided, however, that nothing contained herein shall be deemed to prohibit Landlord from obtaining a variance or relying upon a grandfathered right in order to achieve compliance with Applicable Requirements. Tenant’s obligation to comply with (or to pay for Landlord’s compliance with) Applicable Requirements includes the responsibility to make substantial or structural repairs and modifications regardless of, among other factors, the relationship of the cost of corrective action to the Rent, the length of the then remaining Term hereof, the relative benefit of the repairs to Landlord or Tenant, the degree to which the corrective action may interfere with Tenant’s use or enjoyment of the Premises, whether or not the Applicable Requirement is related to the Permitted Use, and the likelihood that the parties contemplated the particular Applicable Requirement involved. All work by Tenant pursuant to this Section 5.2 shall be performed in compliance with Section 7.3 of this Lease. Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach promptly provide Landlord with copies of any representation notices it receives regarding an alleged violation of Applicable Requirements. The judgment of any court of competent jurisdiction or warranty made to the admission of Tenant in any action or on behalf of proceeding against Tenant, whether or not Landlord is a party in such action or for proceeding, that Tenant has violated any latent defects in the Collective Leased Properties. All repairs Applicable Requirement shall be made in a good, workmanlike conclusive of that fact as between Landlord and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallIf any mechanic’s, at its sole cost and expense, keep each materialmen’s or other Liens against any of the Collective Landlord’s interest in the Leased Properties and all private roadwaysProperty in connection with any materials, sidewalks and curbs appurtenant thereto labor or equipment furnished or claimed to have been furnished to or for any Tenant Party are filed against Landlord’s interests in the Leased Property on account of action or inaction by any Tenant Party (and Tenant's Personal Property) including by Tenant in good order and repairits capacity as Landlord’s construction agent for Separable Additions or Non-Separable Additions under Article X, reasonable wear and tear excepted (whether or not the need for other than any such repairs occurs Liens filed as a result of Tenant's usematerials, any prior uselabor or services for Separable Additions or Non-Separable Additions and for which Landlord has failed to satisfy its obligation to pay the cost of such materials, labor or services), then Tenant shall promptly cause such Lien to be discharged (whether by payment or bond), or, if Tenant desires to contest the elements or Lien, Tenant may do so as long as the age enforcement of the Collective Lien is stayed pursuant to a Permitted Tenant Contest. If a Landlord Lender with respect to Landlord Indebtedness requires Landlord’s interest in the Leased Properties Property to be free of such mechanic’s or Tenant's Personal Propertymaterialmen’s liens, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf then upon request of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5Landlord Lender, Tenant shall not take either discharge the Lien or omit post a bond sufficient to take any action, cover the taking or omission of which materially impairs the value or the usefulness of any amount of the Collective Leased Properties or any part thereof for Lien and interest, penalties and costs that will be payable to discharge the Lien assuming its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2validity. Notwithstanding any provisions of this Section 5.1 to the contraryforegoing, Tenant's obligations Tenant shall have no obligation whatsoever for or with respect to Hazardous Substances are Liens arising from Landlord’s failure to advance payments for Non-Separable Additions or Separable Additions for which Landlord has engaged Tenant as set forth Landlord’s construction agent as provided in Section 4.410.1.

Tenant’s Obligations. Except as otherwise expressly provided in this Lease, and except for conditions caused by the gross negligence or willful misconduct of Landlord, its employees, agents or independent contractors (which terms shall not be deemed to include Manager with respect to actions or inactions of Manager during the Term of this Lease), Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties Property or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and naturenature (excluding Capital Expenditures), whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term unforeseen, necessary for the Primary Intended Use (concealed or otherwise); provided. Notwithstanding anything set forth herein to the contrary, howeverunless the need for compliance with this Section 5.1.1 is caused by Tenant's negligence or willful misconduct or that of its employees or agents (including Manager, but only to the extent that Tenant is obligated to indemnify Landlord and Landlord Indemnitees for Manager's acts or omissions pursuant to Section 4.3.3) and is not otherwise covered by insurance, Tenant shall not be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or responsible for any latent defects in the Collective Leased Propertiesnecessary repair of Existing Conditions relating to Hazardous Materials, including, without limitation, those set forth and described on Schedule 5.1.1 hereto, which are Landlord -------------- Obligations. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workLegal Requirements. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective the Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty Casualty or Condemnation involving such the Leased Property, as set forth in Sections 10.2 Articles 10 and 11.211. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations under this Section 5.1.1 with respect to Hazardous Substances FF&E are as set forth subject to the provisions of Section 4.4 hereof. Tenant shall have the non-exclusive right to prosecute claims against Landlord's predecessors-in-interest (other than any Affiliates of Landlord), contractors, subcontractors and suppliers for breach of any representation or warranty or for any latent defects in Section 4.4the Leased Property, unless Landlord is already diligently pursuing such claims.

Tenant’s Obligations. Tenant shallTenant, at its sole cost and expense, keep each of the Collective Leased Properties and shall promptly comply with all private roadwaysRequirements applicable to Tenant’s particular use or occupancy (that is, sidewalks and curbs appurtenant thereto (and Tenant's Personal Propertyother than general office use) in good order and repairof, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior usebusiness conducted in, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Premises, and shall promptly make maintain the Premises and all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)portions thereof in compliance with all applicable Requirements; provided, however, Tenant shall not be responsible for making any structural changes to the Premises unless such changes are necessitated by (i) Tenant’s use or occupancy of the Premises other than for general office use, or business conducted by Tenant therein, (ii) any acts or omissions of Tenant or Tenant Parties (including any Alterations), or (iii) an Event of Default, or Landlord may elect to perform such modifications at Tenant’s expense. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding involving Tenant, whether or not Landlord is party thereto, that Tenant is in non-compliance with any Requirement shall be permitted to prosecute claims against Landlord's predecessors in title for breach conclusive of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesthat fact. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5In addition, Tenant shall not take make all modifications to any portion of the Building outside the Premises (including whether structural or omit to take any actioncapital in nature), which are necessitated, in whole or in part, by (i) Tenant’s use or occupancy of the Premises other than for general office use, or business conducted in, the taking Premises, (ii) any acts or omission omissions of which materially impairs the value or the usefulness of any of the Collective Leased Properties Tenant or any part thereof for its respective Primary Intended Use. Tenant Parties, (iii) any Alterations, or (iv) an Event of Default, or Landlord may elect to perform such modifications at Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4’s expense.

Tenant’s Obligations. Tenant shall, at its sole cost and expensecost, keep each of the Collective Leased Properties and maintain and repair and said Premises and appurtenances and every part hereof, including but not limited to, roof membrane, glazing, sidewalks, parking areas, telephone, plumbing, electrical and HVAC systems, and all private roadwaysthe Tenant Improvements in good and sanitary order, sidewalks condition, and curbs appurtenant thereto repair. Tenant shall enter into a service contract with a licensed air-conditioning and heating contractor which contract shall provide for maintenance of all air conditioning and heating equipment at the Premises in accordance with general industry practices. Tenant shall pay the cost of all air-conditioning heating, and elevator equipment repairs which are either excluded from such service contract or any existing equipment warranties. All wall surfaces and floor tile are to be maintained in an as good a condition as when Tenant took possession free of holes, gouges, or defacements, except for damage resulting from normal wear and tear, casualty or other acts of God, Landlord, Landlord's agents, employees, contractors or invitees (and "Landlord Parties") In no event, however, shall Tenant's Personal Propertyobligation to repair under this subsection extend to (i) damage and repairs covered under any insurance policy carried by Landlord in good order and repairconnection with the Building; (ii) damage caused in whole or in part by the negligence or willful misconduct of Landlord or Landlord's agents, employees, invitees or licensees, (iii) reasonable wear and tear excepted tear; (whether iv) conditions covered under any warranties of contractors; or not (v) damage by fire and other casualties, or acts of governmental authorities, or acts of God and the need elements. Tenant shall also be responsible, at its sole cost and expense for such repairs occurs as the preventive maintenance of the membrane of the roof, which responsibility shall be deemed properly discharged if (i) Tenant contracts with a result of licensed roof contractor who is reasonably satisfactory to both Tenant and Landlord, at Tenant's usesole cost, to inspect the roof membrane at least every six (6) months, with the first inspection due the sixth (6th) month after the Commencement Date, and (ii) Tenant performs, at Tenant's sole cost, all preventive maintenance recommendations made by such contractor within a reasonable time after such recommendations are made. Such preventive maintenance might include acts such as clearing storm gutters and drains, removing debris from the roof membrane, trimming trees overhanging the roof membrane, applying coating materials to seal roof penetrations, repairing blisters, and other routine measures. Tenant make available for Landlord's inspection such preventive maintenance contracts and paid invoices for the recommended work. Tenant agrees, at its expense, to water, maintain and replace, when necessary, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), shrubbery and landscaping. Nothing herein shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of require either Landlord or for Tenant to replace any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Improvements.

Tenant’s Obligations. Tenant shallExcept for damage thereto caused by the gross negligence or willful misconduct of Landlord, its agents, servants, employees, or contractors, Tenant, at its sole cost and expense, shall keep each all parts of the Collective Leased Properties storefront, entrance and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) interior of the Premises not specifically required to be maintained by Landlord under this Article 8 in good order and repair, in a safe, clean and orderly condition, including without limitation reasonable wear periodic painting and tear excepted (whether making all non-structural repairs and replacement to the Premises and its component systems. Except for damage thereto caused by the gross negligence or not the need for such repairs occurs as a result willful misconduct of Tenant's useLandlord, any prior useits agents, servants, employees, or contractors, the elements or foregoing will obligate Tenant to repair, maintain and replace, without limitation, the age following: the storefront; all entrances and vestibules; partitions; the glass in all doors and windows of the Collective Leased Properties Premises; all interior portions of the Premises; all fixtures and signs; all of the following or Tenant's Personal Propertycomponents thereof exclusively serving the Premises: plumbing, or any portion thereofelectrical, sprinkler, heating, ventilation and air conditioning systems (including the HVAC System if exclusively serving the Premises), if any, mechanical systems and shall promptly make sewer lines; and all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior other apparatus or exterior, structural equipment which were installed by or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement for Tenant outside of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Premises. Tenant shall be permitted cause the Premises to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance comply with all applicable federal, state and local statutesgovernmental laws, ordinances, by-lawsrules, codesregulations, rules and regulations relating codes or other governmental restrictions or requirements. If Xxxxxx fails to any perform Tenant’s maintenance obligations hereunder within thirty (30) days following notice from Landlord, Landlord will have the right at its option to perform such work. Except as permitted by Section 4.5In such event, Tenant shall not take or omit reimburse the actual, reasonable costs incurred by Landlord in performing such work within thirty (30) days after billing, together with an administrative fee equal to take any actionfifteen percent (15%) of the cost of such work to reimburse Landlord for its administrative expense in connection with such work, as Additional Rent under this Lease. Tenant hereby waives the taking or omission of which materially impairs the value or the usefulness provisions of any law permitting repairs by a tenant at the expense of Landlord (including the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this California Civil Code Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.1942 and any successor statutes of a similar nature).‌

Tenant’s Obligations. Tenant shallTenant, at its Tenant’s sole cost and expense, keep each shall promptly comply with all Applicable Requirements relating to (a) Tenant’s use, condition, configuration or occupancy of the Collective Leased Properties and all private roadwaysPremises or (b) mandatory occupational, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairhealth or safety standards for employers or employees. In addition, reasonable wear and tear excepted (whether if modifications to the structural portions of the Building, the Building Systems, or not the need for such repairs occurs Common Areas, are triggered under any Applicable Requirement as a result of Tenant's use, any prior use, Alterations made by or at the elements request of Tenant or the age use of the Collective Leased Properties Premises for other than the Permitted Use, then Tenant, at Landlord’s option, shall either (i) make such modifications at Tenant’s cost or (ii) reimburse Landlord, as Additional Rent, for the cost of making such modifications, together with a fee to Landlord for oversight and coordination of such work equal to five percent (5%) of such cost. Notwithstanding the foregoing provisions of this Section 5.2, Landlord will be responsible for causing the Premises and the Common Areas located on Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior ’s Floor to the commencement comply with Applicable Requirements as of the Term necessary for the Primary Intended Use (concealed or otherwise)Commencement Date; provided, however, that nothing contained herein shall be deemed to prohibit Landlord from obtaining a variance or relying upon a grandfathered right in order to achieve compliance with Applicable Requirements. Tenant’s obligation to comply with (or to pay for Landlord’s compliance with) Applicable Requirements includes the responsibility to make substantial or structural repairs and modifications regardless of, among other factors, the relationship of the cost of corrective action to the Rent, the length of the then remaining Term hereof, the relative benefit of the repairs to Landlord or Tenant, the degree to which the corrective action may interfere with Tenant’s use or enjoyment of the Premises, whether or not the Applicable Requirement is related to the Permitted Use, and the likelihood that the parties contemplated the particular Applicable Requirement involved. All work by Tenant pursuant to this Section 5.2 shall be performed in compliance with Section 7.3 of this Lease. Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach promptly provide Landlord with copies of any representation notices it receives regarding an alleged violation of Applicable Requirements. The judgment of any court of competent jurisdiction or warranty made to the admission of Tenant in any action or on behalf of proceeding against Tenant, whether or not Landlord is a party in such action or for proceeding, that Tenant has violated any latent defects in the Collective Leased Properties. All repairs Applicable Requirement shall be made in a good, workmanlike conclusive of that fact as between Landlord and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallshall at all times during the Term, and at its sole cost and expense, maintain, keep and repair the Premises in good order, condition and repair. Such obligations of Tenant shall include, without limitation, the maintenance, repair and replacement of interior surfaces of exterior and demising walls, exterior doors and entrances, locks and closing devices, all plate glass, frames, moldings and trim of all doors and windows, all partitions, door surfaces, floor covering, fixtures, equipment and appurtenances thereof, lighting, plumbing fixtures (including any grease traps, grease lines and piping exclusively serving the Premises), toilet facilities and fixtures, windows, window sashes, showcases, storefronts, security grilles and similar enclosures, all of Tenant’s signs (including the Storefront Sign) and any HVAC exclusively serving the Premises (provided that maintenance work regarding parts of the HVAC or plumbing systems which protrude outside of the Premises shall be completed by a contractor selected by Landlord, as a Reimbursed Cost). Tenant shall promptly, at its sole cost and expense, keep each of comply, and cause the Collective Leased Properties and Premises to comply, with all private roadways, sidewalks and curbs appurtenant thereto (Governmental Regulations affecting the Premises and Tenant's Personal Property) ’s activities in good order the Center. Notwithstanding anything to the contrary contained in this Lease (including Section 12.1.1), all alterations, demolitions and repair, reasonable wear and tear excepted improvements (whether structural or not the need for such repairs occurs as a result of Tenant's usenon-structural, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural ) required by any Governmental Regulations arising from Tenant’s use or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement occupancy of the Term necessary for Premises, Tenant’s conduct of business upon the Primary Intended Use (concealed Premises, Tenant’s obligations as an employer and/or the construction, installation or otherwise); provided, however, that Tenant placement of any Improvements or Personal Property upon the Premises shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of undertaken by Tenant, at Tenant’s sole cost and expense, if upon the Premises, and by Landlord or for any latent defects as a Reimbursed Cost, if elsewhere in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Center.

Tenant’s Obligations. Tenant shallshall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated, including, without limitation, any such governmental regulations related to disabled access (collectively, “Applicable Laws”). At its sole cost and expense, except to the extent the same is Landlord’s obligation pursuant to the terms of the Tenant Work Letter, Tenant shall promptly comply with all Applicable Laws (including the making of any alterations to the Premises required by Applicable Laws) which relate to (i) Tenant’s use of the Premises, (ii) any Alterations or improvements (including the Tenant Improvements) in the Premises, or (iii) the Base Building, but, as to the Base Building, only to the extent such obligations are triggered by Tenant’s Alterations, the Tenant Improvements, or use of the Premises for non-general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, keep each to comply promptly with such standards or regulations. The judgment of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result any court of Tenant's use, any prior use, the elements competent jurisdiction or the age admission of the Collective Leased Properties or Tenant's Personal PropertyTenant in any judicial action, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto regardless of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of Landlord is a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, howeverparty thereto, that Tenant has violated any of said governmental measures, shall be permitted to prosecute claims against Landlord's predecessors in title for breach conclusive of any representation or warranty made to or on behalf that fact as between Landlord and Tenant. For purposes of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any 1938 of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. California Civil Code, Landlord hereby discloses to Tenant's obligations under this Section 5.1.1 as to any of , and Tenant hereby acknowledges that the Collective Leased Properties shall be limited, in Common Areas and the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises have not undergone inspection by a Certified Access Specialist (CASp).

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of the Collective applicable Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective such Leased Properties Property or Tenant's Personal Property, or any portion thereof), and and, shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); , provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord Landlord, or for any latent defects in the Collective such Leased PropertiesProperty. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall will not take or omit to take any action, the taking or omission of which would materially impairs impair the value or the usefulness of any of the Collective applicable Leased Properties Property or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective applicable Leased Properties Property shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 10.2.1 and 11.211.1. Notwithstanding any provisions of this Section 5.1 to the contrary5.1.1, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Article 4.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of acknowledges that the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) Premises are in good order and repair, reasonable unless otherwise indicated herein. Tenant shall, at its own expense and at all times, maintain the Premises in good and safe condition and shall surrender the same, at termination hereof, in as good condition as received, normal wear and tear excepted (whether excepted. Tenant shall promptly repair any damage done to the Premises and to the Building, or not the need for any art thereof, including replacement of damaged portions items, caused by Tenant or Tenant's agent, contractors, subcontractors, employees, invitees, or visitors. All such work or repairs by Tenant shall be effected in compliance will all applicable laws. If Tenant fails to make such repairs occurs or replacements promptly, Landlord many, at its option, make the repairs or replacements, and Tenant shall pay the cost thereof to the Landlord within ten (10) days of Landlord's demand therefor. Tenant shall not make or allow to be made any alteration to or install any vending machines on the Premises without the prior written consent of the Landlord, except as permitted in the Building Rules and Regulations attached hereto. Any and all alterations to the Premises shall become the property of Landlord upon termination of this Lease (except movable equipment or furniture owned by the Tenant). Landlord may, nonetheless, require Tenant to remove any and all fixtures, equipment and other improvements installed on the Premises by giving notice to Tenant of such requirement at the time it approves such alteration. lf Tenant fails to do so, Landlord may remove the same and Tenant agrees to pay Landlord on demand the cost of making repairs to the premises caused by such removal. Tenant shall not use or permit the use of the Premises for the generation, storage, treatment, use, transportation or disposal of any chemical, material, or substance which is regulated as toxic or hazardous or exposure to which is prohibited, limited, or regulated by any federal, state, county, regional, local, or other governmental authority or which, even if not so regulated, may or could pose a hazard to the health and safety of the other tenants and occupants of the Landlord's property or adjacent property. If any such chemical, material, or substance is used upon the Premises in the ordinary course of Tenant's permitted business, Tenant shall not use such chemical, material, or substance in hazardous manner. In the event of any use in violation of this provision Tenant will remove, or cause to be removed, such material at its own expense and will indemnify Landlord for any loss or expense, including reasonable attorney fees, it suffers as a result of the violation. Tenant's use, liability for such indemnification is not limited by any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)exculpatory provision in this Lease, and shall promptly make all necessary and appropriate repairs and replacements thereto survive any expiration, cancellation, or termination of every kind and nature, whether interior this lease or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason transfer of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects interest in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Except as otherwise provided in this Lease, Landlord shall have no maintenance obligation concerning the Premises and no obligation to make any repairs or replacements, in, on, or to the Premises. Tenant shall, at its sole cost and Tenant’s own expense, pursuant to and in accordance with the terms of this Lease, including without limitation Article 8 hereof, keep each the Premises, including all improvements, fixtures and furnishings therein, and the surface of the Collective Leased Properties and all private roadwaysfloor of the Premises, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order order, repair and repaircondition at all times during the Lease Term (including, electrical and mechanical systems not considered part of the “Building Systems” (as defined below) that have been installed for the exclusive use and benefit of Tenant such as additional HVAC equipment, hot water heaters, electronic, data, phone, and other telecommunications cabling and related equipment, and security or telephone systems for the Premises). Tenant shall not commit or allow to be committed any waste on any portion of the Premises. In addition, Tenant shall, at Tenant’s own expense, but under the supervision and subject to the prior written approval of Landlord, and within any reasonable period of time specified by Landlord, pursuant to the terms of this Lease, including without limitation Article 8 hereof, promptly and adequately repair all damage to the Premises and replace or repair all damaged, broken, or worn fixtures and appurtenances, except for damage caused by ordinary wear and tear excepted (whether or not the need for negligence or willful act of Landlord or any of its agents, contractors or employees; provided however, that, if Tenant fails to make such repairs occurs as a result of Tenant's usewithin the time and in the manner required by this Lease, any prior useLandlord may, the elements or the age of the Collective Leased Properties or Tenant's Personal Propertybut need not, or any portion thereof)make such repairs and replacements, and Tenant shall promptly pay Landlord upon demand the cost thereof forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises at all reasonable times to make all necessary and appropriate repairs and replacements thereto of every kind and naturesuch repairs, whether interior alterations, improvements or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior additions to the commencement of Premises or to the Term Project or to any equipment located in the Project as Landlord shall desire or deem necessary for the Primary Intended Use (concealed or otherwise)as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, that Tenant Landlord shall be permitted use commercially reasonable efforts to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made minimize the interference to or on behalf Tenant’s business, employees and customers caused by the activities of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a goodand its agents, workmanlike contractors and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations employees under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.47.1.

Tenant’s Obligations. Tenant shallshall not knowingly do anything or suffer anything to be done in or about the Premises or the Project which will in any way materially conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated (collectively, "Applicable Laws"). At its sole cost and expense, Tenant shall promptly comply with all such Applicable Laws (including the making of any alterations required to comply with Applicable Laws) which relate to (i) Tenant's use of the Premises, (ii) any Alterations made by Tenant to the Premises, and any tenant improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by nontypical general office Alterations made by Tenant to the Premises, or any nontypical general office Tenant Improvements, or Tenant's use of the Premises for non‑general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, keep each to comply promptly with such standards or regulations as they relate to Tenant or to the Premises. The judgment of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result any court of Tenant's use, any prior use, the elements competent jurisdiction or the age admission of the Collective Leased Properties or Tenant's Personal PropertyTenant in any judicial action, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto regardless of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of Landlord is a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, howeverparty thereto, that Tenant has violated any of said governmental measures, shall be permitted to prosecute claims against Landlord's predecessors in title for breach conclusive of any representation or warranty made to or on behalf of that fact as between Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallSubject to Landlord's obligations in Section 13.3, from and after the date of delivery of the Premises to Tenant, and continuously thereafter until the Expiration Date, Tenant, at its Tenant's sole cost and expense, keep each of shall maintain the Collective Leased Properties Premises in a first-class appearance, in a condition at least equal to that which existed when Tenant initially opened the Premises for business, and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order order, condition and repair, reasonable notwithstanding ordinary wear and tear excepted and condemnation, as reasonably determined by Landlord (whether or not including replacement of parts and equipment, if necessary) the need for such repairs occurs as a result of Tenant's usePremises and every part thereof and any and all appurtenances thereto wherever located and all other repairs, any prior usereplacements, the elements or the age of the Collective Leased Properties or Tenant's Personal Propertyrenewals and restorations, or any portion thereof), interior and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or and extraordinary, foreseen or unforeseen or arising and unforeseen, and all other work performed by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased PropertiesTenant pursuant to Exhibit "D" attached hereto. All repairs Tenant shall be made in a good, workmanlike and first-class manner, in accordance do all acts required to comply with all applicable federal, state and local statuteslaws, ordinances, by-laws, codes, and rules and regulations of any public authority relating to its maintenance obligations as set forth herein. Tenant expressly waives the benefits of any such workstatute now or hereafter in effect which would otherwise afford the Tenant the right to make repairs at Landlord's expense or to terminate this Lease because of Landlord's failure to keep the Premises in good order, condition and repair. Except as permitted by Section 4.5, Tenant shall not take place a load upon any floor of the Premises, which exceeds the load per square foot, which such floor was designed to carry, as determined by Landlord or omit to take any action, the taking or omission of which materially impairs the value or the usefulness Landlord's structural engineer. Tenant shall give Landlord prompt notice of any damage to or defective condition that Tenant has actual knowledge of in any part or appurtenance of the Collective Leased Properties Building's mechanical, electrical, plumbing, HVAC or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of other systems serving, located in, or passing through the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Except as otherwise expressly provided in this Lease, and except for conditions caused by the gross negligence or willful misconduct of Landlord, its employees, agents or independent contractors (which terms shall not be deemed to include Manager with respect to actions or inactions of Manager during the Term of this Lease), Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties Property or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and naturenature (excluding Capital Expenditures), whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term unforeseen, necessary for the Primary Intended Use (concealed or otherwise); provided. Notwithstanding anything set forth herein to the contrary, howeverunless the need for compliance with this Section 5.1.1 is caused by Tenant's negligence or willful misconduct or that of its employees or agents (including Manager, but only to the extent that Tenant is obligated to indemnify Landlord and Landlord Indemnitees for Manager's acts or omissions pursuant to Section 4.3.3) and is not otherwise covered by insurance, Tenant shall not be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or responsible for any latent defects in the Collective Leased Propertiesnecessary repair of Existing Conditions relating to Hazardous Materials, including, without limitation, those set forth and described on Schedule 5.1.1 -------------- hereto, which are Landlord Obligations. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workLegal Requirements. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective the Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty Casualty or Condemnation involving such the Leased Property, as set forth in Sections 10.2 Articles 10 and 11.211. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations under this Section 5.1.1 with respect to Hazardous Substances FF&E are as set forth subject to the provisions of Section 4.4 hereof. Tenant shall have the non-exclusive right to prosecute claims against Landlord's predecessors-in-interest (other than any Affiliates of Landlord), contractors, subcontractors and suppliers for breach of any representation or warranty or for any latent defects in Section 4.4the Leased Property, unless Landlord is already diligently pursuing such claims.

Tenant’s Obligations. Tenant shall, at its sole cost shall comply with the following provisions with respect to any proposed Sublease by Tenant: (i) Tenant shall notify Landlord promptly of any proposed Sublease and expense, keep each the name of the Collective Leased Properties Subtenant, (ii) the proposed Subtenant shall not have a reputation inconsistent with the first-class image of the Building, (iii) in no event shall Tenant enter into or permit a Sublease if the Premises are to be used for a purpose other than the Permitted Use, (iv) Tenant shall pay any and all private roadwaysreasonable fees (including, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's usewithout limitation, any prior usereasonable processing fee, Landlord's attorneys' fees at usual rates and disbursements and the elements or reasonable costs of making investigations as to the age acceptability of the Collective Leased Properties proposed Subtenant and Sublease) or Tenantother costs associated with Landlord's Personal Property, or any portion thereof), review and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement approval of the Term necessary for prospective Subtenant and with related documentation; (v) Tenant shall provide Landlord with such information concerning the Primary Intended Use proposed Sublease and Subtenant as may be reasonably required by Landlord to verify whether the conditions of this Section 14.3 have been met; (concealed or otherwise); provided, however, that vi) all Sublease activities by Tenant shall be permitted subject to prosecute claims against any approval rights required by Landlord's predecessors Mortgagee; (vii) Tenant (and the guarantor, if any) shall remain liable to Landlord for the payment of all Rent and for the performance of the covenants and conditions of this Lease (which liability, following any assignment, shall be joint and several with the Subtenant); (viii) Tenant shall be prohibited from subletting a portion of the Premises, and any subletting shall be of the entire Premises; (ix) the proposed Subtenant and/or its Affiliates shall not be (W) in title for breach a dispute or litigation with Landlord and/or its Affiliates, or (X) a tenant or occupant or an Affiliate of any representation tenant or warranty made to occupant of any part of the Building, or on behalf (Y) negotiating with Landlord or any Affiliate of Landlord or for any latent defects to lease space in the Collective Leased Properties. All repairs Building, or (Z) at any time a recipient of a lease proposed for space in the Building; (x) Tenant shall be made in provide Landlord with a good, workmanlike copy of any Sublease concurrently with the execution thereof; and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, (xi) Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness be in default of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this the Lease beyond applicable notice and cure periods. Neither any Sublease, nor any collection of Rental by Landlord from any Person other than Tenant as provided in Section 5.1.1 14.2, nor any application of any such Rental as to any of the Collective Leased Properties shall be limitedprovided in Section 14.2, shall, in the event any circumstances, relieve Tenant of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of its obligations under this Section 5.1 to the contrary, Lease on Tenant's obligations with respect part to Hazardous Substances are as set forth in Section 4.4be observed and performed.

Tenant’s Obligations. Tenant shallwill not cause or permit any Hazardous Material to be generated, at produced, brought upon, used, stored, treated or disposed of in or about the Property by Tenant, its sole cost agents, employees, contractors, sublessees or invitees without (i) the prior written consent of Landlord, and expense(ii) complying with all applicable Legal Requirements pertaining to the transportation, keep each storage, use or disposal of the Collective Leased Properties and all private roadwayssuch Hazardous Material (collectively, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for “entitled to take into account such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereofother Environmental Laws”), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and natureincluding, whether interior but not limited to, obtaining proper permits. Landlord may consider factors or exterior, structural facts Landlord deems reasonably relevant in granting or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior withholding consent to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); providedTenant’s proposed activity with respect to Hazardous Material. Landlord will not, however, that Tenant shall be permitted required to prosecute claims against Landlord's predecessors in title for breach consent to the installation or use of any representation storage tanks on the Property. Industrial Lease If Tenant’s transportation, storage, use or warranty made to or on behalf disposal of Landlord or for any latent defects Hazardous Materials results in the Collective Leased Properties. All repairs shall be made contamination of the soil or surface or ground water, release of a Hazardous Material or loss or damage to person(s) or property or the violation of any Environmental Law, then Tenant agrees to: (x) notify Landlord immediately of any contamination, claim of contamination, release, loss or damage, (y) after consultation with Landlord, clean up the contamination in a good, workmanlike and first-class manner, in accordance full compliance with all applicable federalEnvironmental Laws, state and local statutes(z) indemnify, ordinancesdefend and hold Landlord harmless from and against any claims, by-lawssuits, codescauses of action, rules costs and regulations relating to fees, including, without limitation, attorney’s fees and costs, arising from or connected with any such workcontamination, claim of contamination, release, loss or damage. Except Tenant will fully co-operate with Landlord and provide such documents, affidavits and information as permitted may be requested by Section 4.5Landlord (A) to comply with any Environmental Law, Tenant shall not take or omit (B) to take any action, comply with the taking or omission of which materially impairs the value or the usefulness request of any of the Collective Leased Properties lender, purchaser or any part thereof for tenant, and/or (C) as otherwise deemed reasonably necessary by Landlord in its respective Primary Intended Usediscretion. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, Tenant will notify Landlord promptly in the event of any casualty spill or Condemnation involving such Leased Propertyother release of any Hazardous Material at, as set forth in Sections 10.2 in, on, under or about the Premises which is required to be reported to a governmental authority under any Environmental Law, will promptly forward to Landlord copies of any notices received by Tenant relating to alleged violations of any Environmental Law, will promptly pay when due any fine or assessment against Landlord, Tenant or the Property and 11.2. Notwithstanding remove or bond any provisions lien filed against the Property relating to any violation of this Section 5.1 to the contrary, Tenant's ’s obligations with respect to Hazardous Substances are as set forth in Section 4.4Material.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord Landlord, whether in contract, at law or in equity, or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which would materially impairs impair the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended UseUses. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.this

Tenant’s Obligations. During the Term, Tenant shall, at its sole cost and Tenant's expense, keep each comply with all Applicable Laws relating to its use of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)Premises; provided, however, that Landlord shall perform all physical modifications to the Premises necessary to comply with Applicable Laws unless such physical modifications are (a) triggered by Tenant's Alterations (provided, however, that Landlord, at its expense and not to be included in Operating Expenses, shall make any modifications to the outside of the Building which are triggered by Tenant’s Alterations, such as adding ADA access ramps, reconfiguring or restriping parking areas and Tenant shall be permitted responsible, at Tenant’s expense for modifications required inside the Building, such as changes to prosecute claims against Landlordbathroom facilities, hallways or inside entranceways); or (b) necessitated by Tenant's predecessors in title use of the Premises for breach other than general office use, as to all of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs which Tenant shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any responsible for such workphysical modifications. Except as permitted by Section 4.5Notwithstanding the foregoing, Tenant shall have the right to contest any alleged violation in good faith (whether such alleged violation is asserted by a governmental authority or private party), including, but not take or omit to take any actionlimited to, the taking right to apply for and obtain a waiver or omission deferment of which materially impairs compliance, the value right to assert any and all defenses allowed by Applicable Laws and the right to appeal any decisions, judgments or rulings to the usefulness fullest extent permitted by Applicable Laws, provided that Tenant shall (i) indemnify, defend and hold Landlord harmless from and against all Claims relating to such alleged violation and (ii) after the exhaustion of any and all rights to appeal or contest, make all repairs, additions, alterations or improvements necessary to comply with the terms of any final order or judgment. Landlord agrees that it will not, absent an enforcement action by a governmental authority having jurisdiction, independently assert that any violation of Applicable Laws that is not also a breach of another obligation of Tenant constitutes a default on the part of Tenant hereunder or independently require Tenant to cure any violation or alleged violation of Applicable Laws that is not also a breach of another obligation of Tenant, except to the extent such violation constitutes an imminent and material threat to life or property or exposes Landlord to material liability or criminal liability or increases any costs which Landlord cannot fully recover from Tenant. Further, in no event may Landlord require Tenant to cure any violation or alleged violation of Applicable Laws that is not also a breach of another obligation of Tenant or to pay any sum in lieu thereof upon the expiration or earlier termination of this Lease as to all or a portion of the Collective Leased Properties Premises unless an enforcement action by a governmental authority having jurisdiction is pending at the time of such expiration or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limitedtermination, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 except to the contrary, extent such violation constitutes an imminent and material threat to life or property or exposes Landlord to material liability or criminal liability or increases any costs which Landlord cannot fully recover from Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallExcept as otherwise specifically provided herein, at its sole cost during the term of this Sublease all acts to be performed and expense, keep each all of the Collective Leased Properties terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and all private roadwaysagreements to be observed by and inuring to the benefit of, sidewalks Landlord, as tenant under the Prime Lease of the Premises and curbs appurtenant thereto (arising from and after the Commencement Date, shall be performed, and observed by, and shall inure to the benefit of, Tenant, and Tenant's Personal Property) in good order obligations shall run to Landlord or the Prime Landlord as Landlord may determine to be appropriate or required by the respective interests of Landlord and repairPrime Landlord. Tenant shall indemnify Landlord against, and hold Landlord harmless from and against, all costs, damages, claims, liabilities, liens and expenses (including, but not limited to, reasonable wear attorneys' fees and tear excepted (whether disbursements, court costs and other expenses of litigation or not the need for such repairs occurs arbitration) paid, suffered, incurred by or claimed against Landlord as a result of the nonperformance or non-observance by Tenant, Tenant's useagents, contractors, employees, invitees or licensees of any prior usesuch terms, provisions, covenants, stipulations, conditions, obligations and agreements contained in the elements or the age Prime Lease. In furtherance of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5foregoing, Tenant shall not take (i) do or omit permit to be done anything prohibited to Landlord, as tenant under the Prime Lease, or (ii) take any action, action or do or permit anything which would result in any additional cost or other liability to Landlord under the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended UsePrime Lease and/or this Sublease. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in In the event of any casualty inconsistency between the Prime Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or Condemnation involving such Leased Propertyrestrictions on, Tenant, shall be resolved in favor of that obligation which is more onerous to Tenant or that restriction which is more restrictive of Tenant, as set forth the case may be, or (ii) if it relates to the rights of, or benefits to be conferred upon, Tenant, shall be resolved in Sections 10.2 and 11.2. Notwithstanding any provisions favor of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Sublease.

Tenant’s Obligations. Subject to Landlord’s obligations set forth in Paragraph 8.b(ii) below, Tenant shallshall not do or permit anything to be done in or about the Premises which will in any way conflict with any Legal Requirement (as defined in Paragraph 7.a.(16) above) now in force or which may hereafter be enacted. Tenant, at its sole cost and expense, keep each shall promptly comply with all such present and future Legal Requirements relating to the condition, use or occupancy of the Collective Leased Properties Premises, and shall perform all private roadwayswork to the Premises or other portions of the Project required to effect such compliance (or, sidewalks at Landlord’s election, Landlord may perform such work at Tenant’s cost). Notwithstanding the foregoing, however, Tenant shall not be required to perform any structural changes to the Premises or other portions of the Project unless such changes are related to or affected or triggered by (i) Tenant’s Alterations (as defined in Xxxxxxxxx 0 xxxxx), (xx) Tenant’s particular use of the Premises (as opposed to Tenant’s use of the Premises for general office purposes in a normal and curbs appurtenant thereto customary manner), or (and iii) Tenant's Personal Property) ’s particular employees or employment practices. The judgment of any court of competent jurisdiction or the admission of Tenant in good order and repairan action against Tenant, reasonable wear and tear excepted (whether or not Landlord is a party thereto, that Tenant has violated any Legal Requirement shall be conclusive of that fact as between Landlord and Tenant. Tenant shall immediately furnish Landlord with any notices received from any insurance company or governmental agency or inspection bureau regarding any unsafe or unlawful conditions within the need for Premises or the violation of any Legal Requirement. Tenant, at Tenant’s expense, may contest by appropriate proceedings in good faith the legality or applicability of any Legal Requirement affecting the Premises, provided that (i) the Real Property or any part thereof (including the Premises) shall not be subject to being condemned or vacated by reason of non-compliance or otherwise by reason of such repairs occurs contest, (ii) no unsafe or hazardous condition remains unremedied as a result of Tenant's usesuch contest, (iii) such non-compliance or contest is not prohibited under any prior use, the elements Encumbrance and Tenant posts any security required under such Encumbrance in connection with such contest (or the age of non-compliance that is the Collective Leased Properties or Tenant's Personal Property, or any portion subject thereof), (iv) such non-compliance or contest shall not result in a fine or other monetary penalty to Landlord or prevent Landlord from obtaining any and shall promptly make all necessary permits and appropriate repairs licenses then required by applicable Laws in connection with the operation of the Building or leasing or improving space in the Building, and replacements thereto (v) the certificate of every kind and nature, whether interior occupancy (or exterior, structural comparable certificate or nonstructural, ordinary order) for the Building (or extraordinary, foreseen or unforeseen or arising any portion) is neither subject to being suspended by reason such of non-compliance or contest (any such proceedings instituted by Tenant being referred to herein as a condition existing prior “Compliance Challenge”). If Tenant initiates a Compliance Challenge, then Tenant shall keep Landlord advised regularly as to the commencement status of such proceedings. If, at any time during the Term necessary for the Primary Intended Use Compliance Challenge, it becomes apparent that any of (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5i) through (v) will apply, Tenant shall not take or omit to take any action, cease the taking or omission Compliance Challenge and comply with the Legal Requirement. The provisions of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended UseParagraph 14.b. Tenant's obligations under this Section 5.1.1 as below shall apply with regard to any of Claims arising from the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Compliance Challenge.

Tenant’s Obligations. In addition to the other obligations of the Tenant under this Lease, during the term of this Lease, Tenant shall: use the Premises for residential use only and in a manner so as not to disturb his neighbors; not use the Premises for any unlawful or immoral purposes or occupy them in such a way as to constitute a nuisance; keep the Premises, at its sole cost including, but not limited to, all plumbing fixtures, facilities and expenseappliances, keep each and yards used by Tenant in connection with the Premises in a clean, safe, sanitary and presentable condition; comply with any and all obligations imposed upon Tenant by applicable building and housing codes; dispose of all rubbish, garbage, and other waste in a clean and safe manner and comply with all applicable ordinances concerning recycling, garbage collection, waste and other refuse; use in a proper and reasonable manner all electrical, plumbing, sanitary, heating, ventilating, air conditioning, and other facilities and appliances, if any, furnished as a part of the Collective Leased Properties Premises (Tenant shall be liable to Landlord for any damages caused by his failure to comply with this requirement); not deliberately or negligently destroy, deface, damage or remove any part of the Premises (including all facilities, appliances and fixtures) or permit any person, known or unknown to Tenant, to do so; be responsible for and liable to Landlord for all private roadwaysdamage to, sidewalks defacement of, or removal of property from the Premises, whatever the cause, except such damage, defacement or removal caused by ordinary wear and curbs appurtenant thereto tear, acts of the Landlord, his agent, or of third parties not invitees of the Tenant, and natural forces; permit Landlord or their agent to enter the Premises during reasonable hours for the purpose of (1) inspecting the Premises and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not compliance with the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions terms of this Section 5.1 Lease; and (2) making such repairs, alterations, improvements or additions thereto as Landlord may deem appropriate; not to abandon or vacate the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.Premises during the term of this Lease;

Tenant’s Obligations. Tenant shallhereby agrees that: (i) no activity will be conducted on the Premises that will produce any Hazardous Substance; and (ii) the Premises will not be used in any manner for the storage of any Hazardous Substances, except for such materials that are normally used in the ordinary course of Tenant’s business (“Permitted Materials”). Any Hazardous Substance and/or Permitted Materials shall be properly stored and disposed of by Tenant, at its sole cost and is expense, keep each in a manner and location so as not to result in a violation of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether any Environmental Laws. Tenant shall not install any underground tanks of any type nor allow any surface or not the need for such repairs occurs subsurface conditions to exist or come into existence as a result of Tenant's use, any prior use, the elements ’s actions or the age conduct of Tenant’s business on the Premises that constitute or with the passage of time may constitute a violation of any Environmental Laws. Landlord or Landlord’s representative shall have the right, but not the obligation, to enter the Premises for the purposes of inspecting the storage, use and disposal of any Permitted Materials to ensure compliance with all Environmental Laws. Should it be determined, in Landlord’s reasonable opinion, that any Permitted Materials are being improperly stored, used, or disposed of, then Tenant shall immediately take the appropriate corrective action within twenty-four (24) hours; and should Tenant fail to do so, Landlord shall have the right, but not the obligation, to take the appropriate corrective action and require Tenant to promptly reimburse Landlord for any and all reasonable costs associated therewith. Tenant agrees to indemnify Landlord against and save and hold Landlord harmless from any and all claims, demands, actions, liabilities, costs, expenses, damages and obligations of any nature arising from or as a result of Tenant’s use of the Collective Leased Properties or Tenant's Personal Property, or Premises in any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of manner that constitutes a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach violation of any representation Environmental Laws. The obligations of Tenant pursuant to this Section, including the indemnification of Landlord, shall survive the termination or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions expiration of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Lease.

Tenant’s Obligations. Tenant shallExcept as provided in Section 7.1, Tenant, at its sole cost cost, shall keep the Premises in good order, condition and expenserepair during the Lease Term, keep each of including without limitation: the Collective Leased Properties Patio Areas, any system that serves the Premises exclusively; all glass, glazing, windows, window moldings, partitions, doors and door hardware; all interior painting; and all private roadwaysfixtures and appurtenances in the Premises. It is the intention of Landlord and Tenant that Tenant shall maintain the Premises, sidewalks and curbs appurtenant thereto (and at all times during the Lease Term, in substantially the same condition as received, at Tenant's Personal Property) in good order and repair’s expense, reasonable wear and tear excepted and casualty excepted. If Tenant fails to maintain the Premises or make required repairs, Landlord may, after written notice to Tenant and Tenant’s failure to so maintain and repair within five (whether 5) days thereafter (unless more than five (5) days is required to effectuate such repair, in which case Tenant shall have the time reasonably required to complete the repair, so long as Tenant commences the repair during the five (5) day period and diligently completes such repair), but need not, cause such maintenance to be performed or not the need for make such repairs occurs and replacements (as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereofapplicable), and Tenant shall promptly make pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Building and/or the Project, but not to exceed five percent (5%) of the cost of such work) sufficient to reimburse Landlord for all necessary overhead, general conditions, fees and appropriate other costs or expenses arising from Landlord’s involvement with such repairs and replacements thereto of every kind and natureforthwith upon being billed for same. Landlord may, whether interior but shall not be required to, enter the Premises at all reasonable times to cause such maintenance to be performed or exteriormake such repairs, structural alterations, improvements or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior additions to the commencement of Premises or to the Term Project or to any equipment located in the Project as Landlord shall desire or deem necessary for the Primary Intended Use (concealed or otherwise)as Landlord may be required to do by governmental or quasi-governmental authority or court order or decree; provided, however, that except for (i) emergencies, (ii) repairs, alterations, improvements or additions required by governmental or quasi-governmental authorities or court order or decree, or (iii) repairs which are the obligation of Tenant hereunder, any such entry into the Premises by Landlord shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made performed in a goodmanner so as not to materially interfere with Tenant’s use of, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any actionaccess to, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limitedPremises; provided that, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth items (ii) and (iii) above, Landlord shall use commercially reasonable efforts to not materially interfere with Tenant’s use of, or access to, the Premises. Tenant hereby waives any and all rights under and benefits of subsection 1 of Section 1932 and Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in Section 4.4effect.

Tenant’s Obligations. Tenant Tenant, shall, at its sole cost and expense, keep each comply with all of the Collective Leased Properties requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises, and shall faithfully observe in the use of the Premises all private roadwaysmunicipal ordinances and state and federal statutes and regulations now in force or which may hereafter be in force, sidewalks including, without limitation, “Environmental Laws” and curbs appurtenant thereto the Americans with Disabilities Act, 42 U.S.C. §§ 12101-12213 (and Tenant's Personal Property) in good order and repairany rules, reasonable wear and tear excepted (regulations, restrictions, guidelines, requirements or publications promulgated or published pursuant thereto, collectively herein referred to as the “ADA”), whether or not any of the need for foregoing were foreseeable or unforeseeable at the time of the execution of this Lease provided Tenant shall have the right to contest same in its commercially reasonable business judgment and at its sole cost and expense. The judgment of any court of competent jurisdiction, or the admission of Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that any such repairs occurs requirement, ordinance, statute or regulation pertaining to the Premises has been violated, shall be conclusive of that fact as a result between Landlord and Tenant. Within ten (10) days after receipt of Tenant's usenotice or knowledge of any violation or alleged violation of any Environmental Law(s) and/or the ADA pertaining to the Premises, any prior usegovernmental or regulatory proceedings, the elements investigations, sanctions and/or actions threatened or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance commenced with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating respect to any such work. Except as permitted by Section 4.5violation or alleged violation, and any claim made or commenced with respect to such violation or alleged violation, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness notify Landlord thereof and provide Landlord with copies of any written notices or information in Tenant’s possession. Notwithstanding anything to the contrary contained herein, Tenant shall have no obligation whatsoever to correct, repair or replace any pre-existing structural portions of the Collective Leased Properties Premises which are not in compliance with ADA, Environmental Laws or any part other applicable laws unless Tenant’s renovation, rebuilding or use thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any requires the correction, repair or replacement of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4same.

Tenant’s Obligations. Within twenty (20) days after receiving notice of any construction lien for material or work claimed to have been furnished to the Premises on Tenant's behalf and at Tenant's request, except for work and materials contracted by Landlord in connection with the construction and installation of the Tenant Improvements, Tenant shall either: discharge such lien; or post a bond equal to the amount of the disputed claim with companies reasonably satisfactory to Landlord. If Tenant does not discharge the lien or post the bond within the twenty (20) day period, Landlord may pay any amounts, including interest and legal fees, to discharge the lien. Tenant shall then be liable to Landlord for the amounts paid by Landlord, plus interest thereon from the date of Landlord's payment to the date Landlord is reimbursed by Tenant at the maximum interest rate allowed by law.. If Tenant posts a bond, Tenant shall promptly and diligently contest the validity of the lien at Tenant's expense. Tenant shall, at its sole cost in any event, indemnify, defend, and expensehold Landlord harmless from losses incurred with respect to such liens and shall, keep each within ten (10) days following Landlord's demand, reimburse Landlord for all losses, damages, claims, costs and expenses, including reasonable attorney fees, incurred as a consequence of the Collective Leased Properties filing and/or removal of such liens. This Subsection shall in no way be interpreted as a consent to subject Landlord's property to any liens. Landlord's Statutory Notice. Tenant will not permit any construction liens or other liens to be placed upon the Premises or the Project, and all private roadwaysnothing in this Lease shall be deemed or construed in any way as constituting the consent or request of Landlord, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairexpress or implied, reasonable wear and tear excepted (whether by inference or not otherwise, to any person for the need performance of any labor or the furnishing of,. any materials to the Premises or the Project or any part thereof, nor as giving Tenant any right, power, or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise to any construction or other lien against the Premises or the Project. In the event any such repairs occurs lien is attached to the Premises or the Project as a result of Tenant's useviolation of this provision, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class mannerthen, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating addition to any such work. Except as permitted by Section 4.5other right or remedy of Landlord, Tenant Landlord may, but shall not take or omit to take any actionbe obligated to, discharge the taking or omission of which materially impairs the value or the usefulness of same. Any amount paid by Landlord for any of the Collective Leased Properties aforesaid purposes shall be paid by Tenant to Landlord on demand as Additional Rent, together with interest thereon at the maximum legal rate. Pursuant to Section 713.10, Florida Statutes, Landlord has recorded in the public records of Xxxxx County, Florida, a public notice containing a true and correct copy of this provision, thereby giving notice that this Lease expressly prohibits such liability, and Tenant agrees ,to inform all contractors and vendors performing work on or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as supplying material to any the Premises or the Project of the Collective Leased Properties shall be limited, in the event existence of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4recorded public notice.

Tenant’s Obligations. Tenant shallshall not do anything or knowingly permit anything to be done in or about the Premises which will in any way conflict with any law, at statute, ordinance or other governmental rule, regulation or requirement (collectively, “Laws”), any provisions set forth in the CC&R’s now in force or which may hereafter be enacted or promulgated, or any code, ordinances and requirements of any fire insurance underwriters or rating bureaus now in force or which may hereafter be enacted or promulgated. At its sole cost and expense, keep each Tenant shall promptly comply with all such governmental measures; however, the making of structural changes or changes to the Collective Leased Properties and all private roadwaysBuilding’s life safety system shall be made in accordance with Section 24.2 below, sidewalks and curbs appurtenant thereto (and provided however, for any such changes that are required due to a breach of any of Tenant's Personal Property) in good order and repair’s obligations hereunder, reasonable wear and tear excepted (whether or not the need Tenant shall reimburse Landlord for such repairs occurs expense as a result Additional Rent within thirty (30) days following receipt of an invoice therefore and Tenant shall pay all out-of-pocket fees, costs, expenses, fines, penalties and damages imposed upon Landlord by reason of or arising P:00816539-5:12107.019 -26- out of Tenant's use’s failure to fully and promptly comply with and observe the provision of this Section 24. Where Tenant’s compliance as required by this Section 24 necessitates action by Tenant for which this Lease requires Landlord’s consent, Tenant shall obtain such consent before taking such actions. Tenant shall, within ten (10) business days after receipt of Landlord’s written request, provide Landlord with copies of all permits and other documents, and other information specifically requested by Landlord evidencing Tenant’s compliance with any prior use, the elements applicable laws or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)requirements specified by Landlord, and shall promptly make all necessary upon receipt of written notice by Tenant, notify Landlord in writing (and appropriate repairs and replacements thereto immediately provide to Landlord copies of every kind and natureany documents involved) of any threatened or actual claim, whether interior notice, citation, warning, complaint or exterior, structural report pertaining to or nonstructural, ordinary involving the failure of Tenant or extraordinary, foreseen the Premises to comply with any applicable laws or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that requirements. Tenant shall be permitted use reasonable efforts to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made cause its employees and invitees to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance comply with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Laws.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) Property in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed and whether or not necessitated by wear, tear, obsolescence or defects, latent or otherwise); provided, however, that Tenant and shall be permitted use all reasonable precautions to prosecute claims against Landlord's predecessors in title for breach of any representation prevent damage or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesinjury. All repairs shall be made in a good, workmanlike manner, consistent with the industry standards for like assisted living and first-class mannerindependent living facilities (and, if Tenant elects to operate a skilled nursing or dementia care component within the facility pursuant to Section 4.1.1 above, skilled nursing or dementia care facility) in like locales, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except Tenant shall provide prompt written notification to Landlord of any material adverse change to the Leased Property, such as permitted material changes to any environmental condition, including, without limitation, the presence of biocontaminants, such as mold and shall promptly undertake appropriate assessment, remedial and preventative actions sufficient to meet any guidelines or regulations adopted by Section 4.5applicable authoritative bodies or regulatory agencies in connection with a determination of any material adverse change, and, in any event with respect to mold contamination, Tenant shall undertake (a) removal of the mold, (b) abatement of the underlying cause of mold (including water intrusion), and (c) repair of any leaks and associated water damage at the Leased Property. In addition, Tenant shall also, at its sole cost and expense, put, keep, replace and maintain Tenant's Personal Property in good repair and in good, safe and substantial order, howsoever the necessity or desirability for repairs may occur, and whether or not take necessitated by wear, tear, obsolescence or omit defects. Tenant may at any time and from time to take any action, the taking or omission of which materially impairs the value or the usefulness time remove and dispose of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any Personal Property which has become obsolete or unfit for use or which is no longer useful in the operation of the Collective Facility's business conducted by Tenant on the Leased Properties Property; provided, however, that Tenant's Personal Property so disposed of shall be limitedpromptly replaced with other Tenant's Personal Property not necessarily of the same character, but of at least equal usefulness and quality as, and having a value at least equal to the value of, those disposed of, and in any event in accordance with and in compliance with the event standards required by and the provisions of any casualty or Condemnation involving such this Agreement. Tenant shall further at all times maintain the Leased Property, as set forth including the grounds and landscaping, in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4an aesthetically pleasing manner.

Tenant’s Obligations. Tenant shallTenant, at its sole cost and expense, keep each of shall take good care of, and make all interior non-structural repairs to, the Collective Leased Properties and all private roadwaysPremises, sidewalks and curbs appurtenant thereto (Building Equipment therein installed by Tenant at Tenant's expense and Tenant's Personal Property) in good order Property and repairFixtures. Tenant shall make and be responsible for (or, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of at Landlord's election,, Landlord shall make at Tenant's useexpense) all repairs, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural as and when needed to preserve the Premises and the Building Equipment therein and Tenant's Property and Fixtures in good working order and condition, when the need therefor arises out of (a) the performance of or nonstructuralexistence of Alterations made by or at the request of Tenant, ordinary (b) the installation, use or extraordinaryoperation of Tenant's Property or Fixtures, foreseen (c) the moving of Tenant's Property or unforeseen Fixtures in or arising out of the Building or the Premises, (d) the acts, omissions, negligence or, misuse of or by reason Tenant or any of a condition existing prior its subtenants or any of its or their employees, agents, contractors, licensees or invitees or their use or occupancy of the Premises (except fire or other casualty caused by Tenant's negligence, if the fire or other casualty insurance policies insuring Landlord are not invalidated and the rights of Landlord are not adversely affected by this provision), or (e) Legal Requirements or Insurance Requirements pursuant to the commencement provisions of Section 7.01. Tenant, at its sole cost and expense, shall promptly replace or repair scratched, damaged or broken doors and glass in and about the Term necessary Premises and shall be responsible for all repairs and maintenance of wall and floor coverings in the Primary Intended Use Premises (concealed or otherwise); providedincluding, howeverwithout limitation, that where Tenant shall be permitted lease an entire floor, the walls, elevator doors and floor coverings in the elevator lobby). Tenant, promptly and at its sole cost and expense, shall make all repairs in or to prosecute claims against Landlord's predecessors in title the Premises for breach of any representation or warranty which it is responsible. All repairs made to by or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs Tenant shall be made in a good, workmanlike conformity with the provisions of Articles 8 and first-9 and shall be at least equal in quality and class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value original work or the usefulness of any of then applicable standards for the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Building established by Landlord.

Tenant’s Obligations. Tenant shalland its employees, at its sole cost agents, contractors and expensepermittees shall not store, keep each generate, discharge, treat, dispose of, sell, handle or transport any Hazardous Substances on or about the Leased Premises except for Hazardous Substances commonly utilized in the operation of Tenant’s business, but then only in such quantities and to the Collective extent allowed under all applicable laws and regulations. If Tenant becomes aware that any Hazardous Substances have been released or are located on or beneath the Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs Premises as a result of any act or omission by Tenant's use, its employees, agents, contractors or permittees, Tenant shall promptly give written notice to Landlord of such condition. Tenant agrees to indemnify and hold harmless Landlord, its managers, members, employees, and agents, from any prior useand all costs, expenses, claims, fines, penalties and damages arising from (a) Tenant’s breach of any of its obligations contained in this Section 24.3 (provided that failure to give prompt notice shall not be a breach giving rise to indemnification), (b) the elements presence in, on, under, or about the age of the Collective Leased Properties or Tenant's Personal PropertyPremises, or any portion thereof)discharge or release in or from the Leased Premises of any Hazardous Substances, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement extent that any such presence, discharge or release is caused by Tenant or Tenant’s activities on the Leased Premises, or (c) Tenant’s failure to comply with any law regulating Hazardous Substances, including court costs and reasonable attorneys’ fees in any suit, action or administrative proceeding or negotiations resulting therefrom and including costs of remediation, cleanup and detoxification of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Tenant shallFrom and after the Commencement Date and continuously thereafter until the Expiration Date, Tenant, at its Tenant’s sole cost and expense, keep each of shall maintain the Collective Leased Properties Premises in a first-class appearance, in compliance with all Applicable Laws (subject to Landlord’s obligations pursuant to Section 3.3, Section 13.3 and all private roadwayselsewhere in this Lease) and the Exception Documents, sidewalks in a condition at least equal to that which existed when Tenant initially opened the Premises for business, and curbs appurtenant thereto (and Tenant's Personal Property) in good order order, condition and repair, reasonable wear and tear excepted every part thereof and any and all appurtenances thereto wherever located (whether or not the need for such repairs occurs as a result of Tenant's useincluding, any prior usewithout limitation, the elements or the age of the Collective Leased Properties or Tenant's Personal Propertyall landscaping) and all other repairs, or any portion thereof), renewals and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructuralrestorations, ordinary or and extraordinary, foreseen or unforeseen or arising and unforeseen, and all other work performed by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased PropertiesTenant. All repairs Tenant shall be made in a good, workmanlike and first-class manner, in accordance responsible for supplying janitorial services to the Premises. Tenant shall do all acts required to comply with all applicable federal, state and local statuteslaws, ordinances, by-laws, codes, and rules and regulations of any public authority relating to its maintenance obligations as set forth herein. Tenant shall not place a load upon any floor of the Premises, which exceeds the load per square foot, which such workfloor was designed to carry, as determined by Landlord or Landlord’s structural engineer. Except as permitted On or before the Commencement Date, Landlord shall assign to Tenant any and all construction, design and materials warranties and any and all maintenance and service agreements currently servicing the Premises obtained by Section 4.5Landlord with respect to the Premises. If Tenant re-keys the Premises, all keys to the exterior doors of the Premises shall be provided by Tenant to Landlord. Tenant shall, upon the termination of its tenancy, provide Landlord with the combinations to all combination locks on safes, safe cabinets and vaults and deliver to Landlord all keys to the Premises and all interior doors, cabinets, and other key-controlled mechanisms therein, whether or not such keys were furnished to Tenant by Landlord. In the event of the loss of any key furnished to Tenant by Landlord, Tenant shall not take pay to Landlord the cost of replacing the same or omit of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to take any actionmake such a change. The work “key” as used herein shall refer to keys, the taking or omission keycards, and all such means of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4obtaining access through restricted access systems.

Tenant’s Obligations. In connection with any such access, pursuant to this Paragraph 8.1 or otherwise, by Tenant shallor Tenant’s contractors and other agents, at its sole cost and expense, keep each Tenant agrees: to cease promptly upon request of Landlord any activity which shall interfere with or delay the completion of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements Tenant Improvements or the age Commencement Date; and to comply and cause Tenant’s contractors and agents to comply promptly with all procedures and regulations prescribed by Landlord from time to time. SCHEDULE 2 Summary of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and Approved Bid EXHIBIT “F” PARKING AGREEMENT Landlord shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior available to Tenant at the commencement of the Term necessary of this Lease the non-exclusive right to use, up to seventeen (17) total parking space including the amount of Parking Garage Spaces shown below, of the parking surface adjacent to the Building (the “Surface Lot”) within which tenants, and their employees, agents, advisors and invitees, may park. There will be no charge for such use of the Surface Lot by Tenant or its employees, agents, advisors or invitees during the Term of the Lease. Landlord reserves the right to designate specific areas and spaces on the Surface Lot for specific designated uses (including, without limitation, designation of certain spaces for exclusive or reserved use by designated persons or parties). Tenant shall not, however, be entitled to exclusive use of such designated parking spaces (unless granted such rights by Landlord in writing) and Landlord may, in its sole discretion, reassign the location of such designated parking spaces from time to time or at any time. Landlord further reserves the right to promulgate rules and regulations for the Primary Intended Use use of all parking areas from time to time or at any time during the Term of this Lease. Tenant agrees that it will employ its best efforts to prevent the use by Tenant’s employees, agents, visitors and invitees of parking spaces allocated to other tenants or designated uses. In addition to the parking spaces in the Surface Lot, Landlord shall make available to Tenant at the commencement of the Term of this Lease the use of nine (concealed or otherwise9) monthly parking cards (the “Cards”) to be used for gaining access to the Building parking garage (the “Parking Garage”); provided, however, that the issuance and use thereafter of such Cards shall be only upon and subject to the terms and conditions of this Exhibit “F”; provided, further, that Tenant must notify Landlord in writing within ten (10) days of the commencement of the Lease as to whether or not Tenant desires any or all of the Cards (which notice shall include identification of the specific persons who will utilize such Cards); provided, further, that Tenant shall be permitted notify Landlord in writing if the person(s) identified to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to utilize any such work. Except as permitted by Section 4.5Card(s) shall change, and Tenant shall return any Cards not take then being utilized by an authorized employee, agent, visitor or omit invitee of Tenant if such failure of use continues for ten (10) days or more at any time during the Lease Term. In the event Tenant does not elect to take use any action, the taking or omission of which materially impairs the value or the usefulness of any all of the Collective Leased Properties Cards within the aforesaid ten (10) day notice period, or any part thereof for thereafter terminates its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as right to any the use of one or more of the Collective Leased Properties shall be limitedCards, or in the event of the expiration or earlier termination of this Lease, Landlord shall have no further obligation to make Cards available to Tenant; and any casualty Cards theretofore issued to or Condemnation involving for the use of Tenant shall, upon such Leased Propertytermination of Tenant’s right to use of the Cards or expiration or termination of this Lease, be returned immediately by Tenant to Landlord. In the event that any of the Cards issued to or for the use of Tenant, or Tenant’s employees, agents, visitors or invitees, are damaged or lost, Tenant shall be required to pay to Landlord the then customary fee of Landlord for re-issuing a Card that has been so damaged or lost, which payment shall be a condition prerequisite to Landlord’s re-issuance (if applicable) of any replacement Card(s) to Tenant. In the event Tenant elects to use the Cards, Tenant shall contract directly with the operator (the “Operator”) of the Parking Garage and pay the security deposits and rental fees plus any applicable taxes for such Cards from time to time charged by the Operator. As a concession to Tenant, Landlord is granting the nine (9) Parking Garage Cards at a discounted rate of Twenty Five and No/Dollars ($25.00) per space per month. Also in consideration of this Lease, Landlord will grant Tenant years Four (4) and Five (5) at no charge as long as Tenant pays for all nine parking cards years One thru Three (1 – 3) and years Six thru Ten (6 – 10) of this lease. It is hereby agreed and understood that Landlord’s sole obligation hereunder is to make the Cards and the Parking Garage available to Tenant. Tenant’s right to the use of such “Cards and its right to park vehicles on the Property shall be subject to compliance with the rules and regulations promulgated from time to time by the Operator and the Landlord and shall be subject to termination for the violation of any such rules or regulations upon notice from the Operator or Landlord. Landlord shall have no liability whatsoever for any property damage and/or personal injury which might occur as a result of, or in connection with, the use of the Parking Garage or the Surface Lot by Tenant, its employees, agents, invitees and licensees, and Tenant hereby agrees to indemnify and hold Landlord and the Operator harmless from and against any and all costs, claims, expenses, and/or causes of action which Landlord may incur in connection with or arising out of the use of the Cards, Parking Garage or Surface Lot by Tenant, its employees, agents, invitees and licensees. EXHIBIT “G” ACCEPTANCE OF PREMISES MEMORANDUM THIS ACCEPTANCE OF PREMISES MEMORANDUM (this “Memorandum”) is an amendment to that certain Office Building Lease (the “Lease”) dated _________________, 2005, between Hall 2801 Network Associates, Ltd., a Texas limited partnership, as set forth Landlord, and Avatar Systems, Inc., as Tenant, covering those certain Premises (as defined in Sections 10.2 the Lease) commonly known as Xxxxx 000, 0000 Xxxxxxx Xxxxxxxxx, Xxxx of Frisco, Collin County, Texas. Tenant hereby stipulates, agrees and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.acknowledges that:

Tenant’s Obligations. (1) Tenant shall perform Tenant's Work to the Premises as described in Exhibit "C." (2) Tenant at Tenant's sole expense shall, at its sole cost and expenseexcept for services furnished by Landlord pursuant to Article 9 hereof, keep each of maintain the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) Premises in good order order, condition and repair, reasonable wear including the interior surfaces of the ceilings, walls and tear excepted floors, all doors, all interior windows, all plumbing, pipes and fixtures, electrical wiring, switches and fixtures, Building Standard furnishings and special items and equipment installed by or at the expense of Tenant. (whether or not 3) Tenant shall be responsible for all repairs and alterations in and to the Premises, Building and Project and the facilities and systems thereof, the need for which arises out of (i) Tenant's use or occupancy of the Premises, (ii) the installation, removal, use or operation of Tenant's Property (as defined In Article 13) in the Premises, (iii) the moving of Tenant's Property into or out of the Building, or (iv) the act, omission, misuse or negligence of Tenant, its agents, contractors, employees or invitees. (4) If Tenant fails to maintain the premises in good order, condition and repair, Landlord shall give Tenant notice to do such repairs occurs acts as are reasonably required to so maintain the Premises. If Tenant fails to promptly commence such work and diligently prosecute it to completion, then Landlord shall have the right to do such acts and expend such funds at the expense of Tenant as are reasonably required to perform such work. Any amount so expended by Landlord shall be paid by Tenant promptly after demand with interest at the prime commercial rate then being charged Norwest Bank, Denver plus two percent (2%) per annum, from the date of such work, but not to exceed the maximum rate then allowed by law. Landlord shall have no liability to Tenant for any damage, inconvenience, or interference with the use of the Premises by Tenant as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to performing any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. In the event Tenant shall, at its sole cost and expense, keep each in any instance is permitted under the Lease to separately construct or contract for the construction of all or any portion of the Collective Leased Properties Leasehold Improvements (including any fixtures or equipment to be installed by Tenant and all private roadwaysattached to the walls, sidewalks and curbs appurtenant thereto floors or ceiling) or to make alterations thereto, Tenant will cause such installation, construction or alteration (and Tenant's Personal Property"Tenant Installations") in good order and repair, reasonable wear and tear excepted to be performed on the following basis: (whether or not a) Tenant will have previously furnished the need for such repairs occurs as a result identity of Tenant's useproposed general contractor to Landlord for approval, which approval by Landlord will not be unreasonably withheld; (b) such Tenant Installations shall not weaken, impair or in any prior useother way have a detrimental impact on the structural integrity of the Leased Premises, the elements Building or the age leasehold improvements of other tenants of the Collective Leased Properties Building or in any way adversely affect the mechanical or electrical systems of the Building; (c) Tenant shall obtain all necessary licenses, permits and similar authorizations from Governmental Authorities in a timely manner and shall further cause all such Tenant Installations to comply with all applicable Laws and other Legal Requirements; (d) all Tenant Installations shall be completed with due diligence, in a good and workmanlike manner and in compliance with the Final Working Drawings (approved by Landlord, whether in compliance with the following procedure, or otherwise); (e) prior to commencing construction and at all times during construction, Tenant shall cause Tenant's Personal Propertycontractor to obtain and maintain builder's risk insurance in form, or any portion thereof)amounts and from carriers reasonably acceptable to Landlord, naming such contractor, Tenant, Landlord, and any Holder as additional insureds, as their interests appear; (f) Tenant shall promptly make obtain and furnish lien waivers from all necessary mechanics, materialmen and appropriate repairs laborers involved in the Tenant Installations and replacements thereto Tenant hereby further agrees to indemnify and hold Landlord harmless from and against any and all mechanics', materialmen's and laborers' liens which may be filed on the basis of any work performed or materials supplied in connection with such Tenant Installations; (g) with respect to such Tenant Installations, Tenant agrees to protect, indemnify, defend and hold Landlord and its agents, employees, invitees and licensees (including all other tenants of the Building and their respective agents, employees, licensees and invitees) free and harmless from and against any and all claims, liens, demands, and causes of action of every kind and naturecharacter, including, without limitation, the amounts of judgments, penalties, interest, court costs and legal fees incurred by Landlord in defense of same, arising in favor of any third person (including employees of any contractor or any subcontractor) or Governmental Authority on account of taxes, claims, liens, debts, personal injuries, death or damage occurring or in any wise instant to, whether interior direct or exteriorindirect, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen in connection with or arising by reason out of such Tenant Installations; and (h) Tenant shall cause the construction to be performed in a condition existing prior to manner that will (i) occur either at times other than the commencement of the Term necessary Building Hours for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, Building as established in accordance with all applicable federal, state the Building Regulations or at times as otherwise approved in writing by Landlord; and local statutes, ordinances, by-laws, codes, rules (ii) not interfere with other tenants' use and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any occupancy of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of Building and the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased PropertyPark, as set forth determined by Landlord in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, TenantLandlord's obligations with respect to Hazardous Substances are as set forth in Section 4.4sole discretion.

Tenant’s Obligations. Tenant shallTenant, at its sole cost and expense, keep each of shall promptly comply with all Applicable Laws applicable to Tenant’s use or occupancy of, or business conducted in, the Collective Leased Properties Premises, and shall maintain the Premises and all private roadwaysportions thereof in compliance with all Applicable Laws. The judgment of any court of competent jurisdiction, sidewalks and curbs appurtenant thereto (and or the admission of Tenant in any action or proceeding involving Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, howeverLandlord is party thereto, that Tenant is in non-compliance with any Applicable Law shall be permitted to prosecute claims against Landlord's predecessors in title for breach conclusive of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesthat fact. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5In addition, Tenant shall not take make all modifications to any portion of the Project outside the Premises (including modifications that are structural or omit to take any actioncapital in nature), which are necessitated, in whole or in part, by (a) Tenant’s use or occupancy of, or business conducted in, the taking Premises other than for general office use, (b) any acts or omission omissions of which materially impairs the value or the usefulness of any of the Collective Leased Properties Tenant or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to Tenant Parties, or (c) any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2Alterations. Notwithstanding any the foregoing provisions of this Section 5.1 7.3.1 to the contrary, Tenant need not comply with any Applicable Laws so long as Tenant is contesting the validity thereof or the applicability thereof in accordance with the remainder of this Section 7.3.1. Tenant's obligations , at its expense, after notice to Landlord, may contest by appropriate proceedings prosecuted diligently and in good faith, the validity or applicability of any Applicable Laws with respect which Tenant is responsible for compliance hereunder, provided that (i) the condition which is the subject of such contest does not pose a danger to Hazardous Substances are persons or property, (ii) the certificate of occupancy or other occupancy permit for the Premises or the Project is neither subject to being suspended nor threatened to be suspended by reason of non-compliance or otherwise by reason of such contest, and (iii) Landlord is not subject to criminal penalty or to prosecution for a crime by reason of Tenant’s non-compliance or otherwise by reason of such contest. Tenant shall keep Landlord advised as set forth to the status of any such proceedings and Tenant shall indemnify Landlord against liability in Section 4.4connection with such contest or non-compliance.

Tenant’s Obligations. At Tenant's sole cost and expense, Tenant shallshall maintain, repair and replace the Alterations, to the extent necessary to maintain such Alterations in good operating order and first-class condition, and Tenant shall be responsible for the expense of installation, operation, and maintenance of any telephone and other communications cabling it elects to install following the Commencement Date from the public right-of-way to the point of entry into the Building and throughout the Premises; although Landlord shall have the right, at Landlord's sole election, to perform such work on behalf of Tenant in Common Areas, provided Landlord performs such work in coordination with Tenant and its contractors in such a manner as will accommodate Tenant's reasonable objectives with respect thereto. Commencing upon Occupancy (and then only with respect to portions of the Building so Occupied) or a Reinstatement, and thereafter throughout the term of this Lease, Tenant shall maintain, repair and replace, to the extent necessary to maintain the Building (or the portion thereof as to which Reinstatement or Occupancy has occurred) in good operating order and first-class condition, at its sole cost and expense, keep each all portions of the Collective Leased Properties Premises and all private roadwaysBuilding (or the portion thereof as to which Reinstatement or Occupancy has occurred) which are not Landlord's obligations under Paragraph 7(a), sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairincluding, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior usewithout limitation, the elements interior portion of the Building (or the age of the Collective Leased Properties portion thereof as to which Reinstatement or Tenant's Personal Property, or any portion thereofOccupancy has occurred), and but excluding, following any partial termination, the Surrendered Premises. Subject to the limitations contained in the previous sentence, the Building shall promptly make at all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising times be maintained by reason Tenant in the condition of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Useoffice building. Tenant's obligations under this Section 5.1.1 as to Paragraph 7 include, without limitation, the replacement, at Tenant's sole cost and expense, of any portions of the Collective Leased Properties shall Premises or Building which are not Landlord's express responsibility under Paragraph 7(a), if it would be limitedcommercially prudent to replace, rather than repair, such portions of the Premises or Building, regardless of whether such replacement would be considered a capital expenditure. Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. In addition, Tenant hereby waives and releases its right to terminate this Lease under Section 1932(1) of the event of California Civil Code or under any casualty similar law, statute or Condemnation involving such Leased Property, as set forth ordinance now or hereafter in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4effect.

Tenant’s Obligations. (a) Except as provided in Section 6.03(a) above, Article Seven (Damage Destruction) and Article Eight (Condemnation), Tenant shall, at its sole cost and expense, shall keep each all portions of the Collective Leased Properties Property (including , nonstructural, interior, exterior, and all private roadwayslandscaped areas, sidewalks portions, systems and curbs appurtenant thereto (and Tenant's Personal Propertyequipment) in good order order, condition and repairrepair (including interior repainting and refinishing, reasonable wear as needed). If any portion of the Property or any system or equipment in the Property which Tenant is obligated to repair cannot be fully repaired or restored, Tenant shall promptly replace such portion of the Property or system or equipment or equipment in the Property, and tear excepted provided however if the benefit or useful life of such replacement extends beyond the Lease Term (as such term may be extended by exercise of any options), the useful life of such replacement shall be prorated over the remaining portion of the Lease Term (as extended), and Tenant shall be liable only for that portion of the cost which is applicable to the Lease Term (as extended). Tenant shall maintain a preventive maintenance contract providing for the regular inspection and maintenance of the heating and air conditioning system by a licensed heating and air conditioning contractor. If any part of the Property is damaged by any act or omission of Tenant, Tenant shall pay Landlord the cost of repairing or replacing such damaged property, whether or not Landlord would otherwise be obligated to pay the need for cost of maintaining or repairing such repairs occurs as a result property. It is the intention of Tenant's use, any prior use, Landlord and Tenant that at all times Tenant shall maintain the elements or the age portions of the Collective Leased Properties or Tenant's Personal PropertyProperty which Tenant is obligated to maintain in an attractive, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workfully operative condition. Except as permitted by Section 4.5, (b) Tenant shall not take or omit to take any action, the taking or omission fulfill all of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 6.04, at Tenant's sole expense. If Tenant fails to maintain, repair or replace the Property as required by this Section 6.04, Landlord may, upon ten (10) days' prior notice to any of the Collective Leased Properties Tenant (except that no notice shall be limited, required in the event case of any casualty an emergency), enter the Property and perform such maintenance or Condemnation involving such Leased Propertyrepair (including replacement, as set forth needed) on behalf of Tenant. In such case, Tenant shall reimburse Landlord for all costs reasonably incurred in Sections 10.2 and 11.2performing such maintenance or repair immediately upon demand. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.46.05.

Tenant’s Obligations. Tenant shallwill not cause or permit any Hazardous Material to be generated, at produced, brought upon, used, stored, treated or disposed of in or about the Property by Tenant, its sole cost agents, employees, contractors, sublessees or invitees except in compliance with all applicable Legal Requirements pertaining to the transportation, storage, treatment, generation, production, use and/or disposal of such Hazardous Material (collectively, “Environmental Laws”), including, but not limited to, obtaining proper permits. On or before the Lease Commencement Date, and expenseupon request of Landlord (not more than once quarterly), keep each Tenant shall provide Landlord with a list of Hazardous Materials that it uses or expects to use in the Collective Leased Properties and all private roadwaysPremises in connection with the operation of its business. Such list shall include the amounts of Hazardous Materials to be stored in the Premises. Tenant’s plan for disposal, sidewalks and curbs appurtenant thereto copies of permits needed to use such materials (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereofif any), and shall promptly make all necessary and appropriate repairs and replacements thereto any other information reasonably requested by Landlord. If Tenant’s transportation, treatment, generation, production, storage, use and/or disposal of every kind and natureHazardous Materials results in the contamination of the soil or surface or ground water, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason a release of a condition existing prior Hazardous Material, loss or damage to person(s) or property or the violation of any Environmental Law, then Tenant agrees to: (x) notify Landlord promptly of any contamination, claim of contamination, release, loss or damage, (y) after consultation with Landlord, report and clean up the contamination to the commencement extent required by applicable Environmental Laws, and (z) indemnify, defend and hold Landlord harmless from and against any claims, suits, causes of action, costs and fees, including, without limitation, actual attorney’s fees and costs, arising from or connected with any such contamination, claim of contamination, release, loss or damage, violation of Environmental Laws, or other breach of the Term necessary for the Primary Intended Use provisions of this Section Fifteen. Tenant will fully cooperate with Landlord and provide such documents, affidavits and information pertaining to Tenant’s compliance with Environmental Laws as may be reasonably requested by Landlord (concealed or otherwise); providedA) to comply with any Environmental Law, however, that Tenant shall be permitted (B) to prosecute claims against Landlord's predecessors in title for breach comply with any reasonable request of any representation lender or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any purchaser of the Collective Leased Properties or any part thereof for Property, and/or (C) as otherwise deemed reasonably necessary by Landlord in its respective Primary Intended Usereasonable discretion. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, Tenant will notify Landlord promptly in the event of any casualty spill or Condemnation involving such Leased Propertyother release of any Hazardous Material at, as set forth in Sections 10.2 in, on, under or about the Premises which is required to be reported to a governmental authority under any Environmental Law, will promptly forward to Landlord copies of any notices received by Tenant relating to alleged violations of any Environmental Law, will promptly pay when due any fine or assessment against Tenant, Landlord or the Property and 11.2. Notwithstanding remove or bond any provisions lien filed against the Property relating to any violation of this Section 5.1 to the contrary, Tenant's ’s obligations with respect to Hazardous Substances are as set forth in Section 4.4Materials.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each At the end of the Collective Leased Properties Term, all Taxes and Other Charges shall be prorated. Landlord shall promptly forward to Tenant copies of all bills and payment receipts for Taxes or Other Charges received by it. Tenant shall pay and discharge (including the filing of all required returns), prior to delinquency or imposition of any fine, penalty, interest or other cost ("PENALTY"), (a) "TAXES", consisting of any property (real and personal) and other taxes and assessments levied or assessed with respect to this Master Lease or any portion of the Premises during or prior to the Term or any amounts due under payment in lieu of taxes or impact fee agreements or similar arrangements (excluding any income tax of Landlord and any intangible, mortgage or transfer tax or stamps for its transfer of any interest in any portion of the Premises to any Person other than Tenant or any of its Affiliates), and (b) "OTHER CHARGES", consisting of any utilities and other costs and expenses of the Business or any portion of the Premises and all private roadwaysother charges, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) obligations or deposits assessed against any portion of the Premises during or prior to the Term. Tenant may pay the foregoing in good order and repair, reasonable wear and tear excepted permitted installments (whether or not interest accrues on the need for such repairs occurs unpaid balance) when due and before any Penalty. If Tenant fails to pay as a result of Tenant's use, and when due any prior use, the elements Tax or the age of the Collective Leased Properties or Tenant's Personal PropertyOther Charge, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to Penalty that may be assessed notwithstanding the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any foregoing provisions of this Section 5.1 5.1, and if thereafter Landlord (in its sole and absolute discretion) pays such Tax, Other Charge or Penalty, then, upon its receipt of Landlord's written notice of payment, Tenant shall pay Landlord an amount equal to any such Tax, Other Charge or Penalty for which Tenant is liable under this Master Lease. Tenant shall, prior to the contraryEffective Date, Tenant's obligations with respect pay all Taxes and Other Charges that are delinquent as of the day immediately prior to Hazardous Substances are the Effective Date. Notwithstanding the foregoing provisions of this Section 5.1, Landlord shall remain named as set forth in Section 4.4.the landowner and Tax payor on all real property Tax records concerning the Premises. 9393.9 (NHP Portfolio Lease)

Tenant’s Obligations. Landlord or Landlord's representative shall ---------------------------------- have the right, but not the obligation, to enter the Land and Building for the purpose of inspecting the storage, use and disposal of Hazardous Substances to ensure compliance with all Environmental Laws. Should it be determined, in Landlord's reasonable opinion, that any Hazardous Substances are being improperly stored, used or disposed of, then Tenant shallshall immediately take such corrective action, at its sole cost as reasonably requested by Landlord. Should Tenant fail to commence such corrective action as promptly as is reasonably possible, but in no event less than five (5) business days after receiving notice, except in the case of emergencies, following Tenant's receipt of Landlord's written notice therefor Landlord shall have the right to perform the corrective action, and expense, keep each of the Collective Leased Properties Tenant shall reimburse Landlord upon demand for any and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) costs associated with the corrective action. If at any time during or after the Lease Term the Building or Land are deemed by a Governmental Agency to be in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs violation of an Environmental Law as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties Permitted Activities or Tenant's Personal PropertyPermitted Materials or any other Hazardous Substances produced, stored or brought onto the Building or Land by Tenant or Tenant's use or occupancy of, or activity on or about the Building or Land, then Tenant shall diligently institute cleanup procedures, and Tenant shall indemnify, defend and hold harmless Landlord, its lenders and any managing agents of the Premises and their respective officers, directors, partners and employees from and against any and all claims, demands, actions, liabilities, damages (actual or punitive), costs and expenses (including but not limited to attorneys' and consultants' fees) arising from or as a result of Tenant's Permitted Activities, Permitted Materials, any other Hazardous Substances produced, stored or brought onto the Building or Land by Tenant, or Tenant's use or occupancy of or activities on and about the Building or Land, it being the intent of the parties that Tenant's liability hereunder shall be limited to any Hazardous Substances introduced by Tenant or its officers, directors, employees, agents, invitees, guests or contractors during the Lease Term and shall specifically exclude any Hazardous Substances introduced to the Building or Land prior to or following the Lease Term. The foregoing indemnification shall survive the expiration or termination of this Lease. During the Lease Term, Tenant shall provide Landlord with written notice (or copies of any written notice) of all summons, citations, directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders or decrees, claims, complaints, investigations, judgments, letters, and notices of environmental liens, of which Tenant receives notice (whether verbal or written) from the United States Environmental Protection Agency, Occupational Safety and Health Administration, Maryland Department of Environmental Protection or other federal, state or local agency or authority, or any portion thereof)other entity or individual, concerning (i) any Hazardous Substances and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior the Building or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to Land; (ii) the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach imposition of any representation lien on the Building or warranty made to Land; or on behalf of Landlord or for (iii) any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness alleged violation of any of Environmental Law regarding the Collective Leased Properties Building or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Land.

Tenant’s Obligations. Except for Landlord's obligations as set -------------------- forth specifically in Sections 10.1 and 13.1, Tenant shall, at its sole cost and expense, keep each shall take good care of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (Premises and Tenant's Personal Property. Tenant shall promptly replace all scratched, damaged or broken doors and interior glass in the Premises with doors and glass that match as nearly as practicable the damaged item unless such damage or breakage is caused by the acts or omissions of Landlord. Tenant shall be responsible for all repairs, maintenance and replacement of wall and floor coverings and electrical fixtures and equipment in the Premises (excluding the portions of the HVAC system located outside of the Premises and excluding the sprinkler system and life safety system). Additionally, Tenant shall be responsible for all maintenance and repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, of the Premises, the Building and the Building's facilities and systems, made necessary, in whole or in part, by: (a) the performance or existence of Tenant's Work or Alterations (excluding any Work or Alterations performed by Landlord under the Lease); b) the installation or use of Tenant's Property in good order the Premises; (c) the moving of Tenant's Property into or out of the Building; (d) an act or omission of Tenant or its officers, partners, EXECUTION COPY employees, agents, representatives, contractors, sublessees or invitees; or (e) the particular nature of Tenant's use or occupancy of the Premises. Tenant shall promptly make all repairs in or to the Premises for which Tenant is responsible, and repairsuch repair work shall be subject to the provisions of Article VIII regarding Alterations, reasonable wear to the extent applicable. Tenant shall also be responsible for any repairs and tear excepted (whether or not maintenance of the need for such repairs occurs Infrastructure required as a result of the acts or omissions of Tenant, its officers, partners, employees, agents, representatives, contractors, sublessees or invitees. Landlord shall perform or cause to be performed, at Tenant's useexpense, any prior use, other repairs of the elements Building and its facilities and systems or the age of the Collective Leased Properties or Tenant's Personal PropertyInfrastructure for which Tenant is responsible. Tenant shall reimburse Landlord on demand, or any portion thereof)as Additional Rent, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use costs of such repairs, plus fifteen percent (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against 15%) of such costs as an allowance for Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike overhead and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4indirect costs.

Tenant’s Obligations. If Tenant shall, at its sole cost and expense, keep each ever has knowledge of the Collective Leased Properties and all private roadwayspresence in the Premises or the Building or the Land of Hazardous or Toxic Materials (excluding those expressly permitted hereunder) which affect the Premises, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) Tenant shall notify Landlord thereof in good order and repairwriting promptly after obtaining such knowledge. If at any time during or after the term, reasonable wear and tear excepted (whether the Premises, Land or not the need Building are found to have Hazardous or Toxic Materials in, on or under them, except for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing conditions that were present prior to the commencement Commencement Date of the Term necessary for Lease, and such Hazardous or Toxic Materials were placed on or in the Primary Intended Use Premises, Land or Building by Tenant’s Parties (concealed or otherwiseexcluding invitees, without Tenant’s knowledge); provided, however, that then Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach promptly, diligently, and expeditiously investigate, clean up, remove and dispose of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class mannermaterial causing the violation, in accordance compliance with all applicable federalgovernmental standards, state and local statutes, ordinances, by-laws, codesLaws, rules and regulations relating to any such work. Except as permitted by Section 4.5regulations, including without limitation, applicable Environmental Laws and the then prevalent industry practice and standards, and Tenant shall not take repair any damage to the Premises or omit the Building or the Land as soon as practicable. Tenant shall notify Landlord in advance of its method, time and procedure for any investigation, remediation or monitoring of Hazardous or Toxic materials, and Landlord shall have the right to take require reasonable changes in such method, time or procedure as Landlord considers appropriate to prevent interference with any actionuse, occupancy, care, appearance or maintenance of the Land or the Building, or the Premises or the rights of other tenants or to require the same to be done after normal business hours. Under no circumstances shall any remediation by Tenant leave any Hazardous or Toxic Materials at, in, or under the Premises, the taking or omission of which materially impairs the value Land, or the usefulness Building without first obtaining the prior written consent of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2Landlord. Notwithstanding any provisions of anything in this Section 5.1 Lease to the contrary, the liability of the Tenant's obligations with respect , and any indemnities provided by the Tenant, shall not extend to Hazardous Substances are as set forth or Toxic Materials that were not placed on the Premises, in Section 4.4the Building, or on the Land by Tenant’s Parties (excluding invitees, without Tenant’s knowledge), which shall be the responsibility of Landlord. In addition, Landlord shall not include in Operating Expenses, or pass on to Tenant directly or indirectly, the cost incurred by Landlord in monitoring, reporting, testing, abating and/or removing Hazardous or Toxic Materials that were contained in the Premises, in the Building and/or on the Land at the time that the Lease was executed.

Tenant’s Obligations. Tenant shall be responsible for operating and maintaining the Premises pursuant to, and in no event may Tenant’s Permitted Use violate, (A) Landlord’s Rules and Regulations (as defined in Paragraph 13), (B) all applicable laws, (C) all applicable zoning, building codes and any applicable covenants, conditions, and restrictions, and (D) Class A office standards in the market in which the Building is located. Tenant shall, at its sole cost and expense, keep each promptly comply with all laws pertaining to the Premises or Tenant’s use or occupancy thereof, and shall faithfully observe all laws applicable to the Premises and the Building and Tenant’s use and occupancy thereof and all requirements of any board of fire underwriters or other similar body now or hereafter constituted related to or affecting the condition, use, or occupancy of the Collective Leased Properties Premises and the Building. Tenant, at its sole cost and expense, shall promptly perform all private roadwayswork to the Premises or other portions of the Building required to effect such compliance. The judgment of any court of competent jurisdiction, sidewalks and curbs appurtenant thereto (and or the admission of Tenant in any action or proceeding against Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not Landlord is a party thereto, that Tenant has violated any law pertaining to the need for such repairs occurs Premises or the Building shall be conclusive of that fact as a result between Landlord and Tenant. Without limiting the generality of Tenant's use, any prior usethe foregoing, the elements or duties of Tenant under this provision shall include the age making of all such alterations of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), Premises and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising the Building as may be required by law by reason of a condition existing prior Tenant’s particular use of the Premises (other than general office use), occasioned by reason of the failure of Tenant to effect repairs, maintenance, replacement or cleaning of the Premises as required under this Lease, or required by reason of Tenant’s alteration of the Premises, Tenant’s particular employees or employment practices (to the commencement extent the same is required of employers as opposed to owners of office buildings), and/or the construction of the Term necessary Tenant Improvements. Notwithstanding the foregoing terms and conditions of this Section 10.A or the last sentence in Section 10.B(1) below, Landlord shall be liable (except to the extent properly included in Expenses, subject to the terms and conditions of this Lease) for required code upgrades to the Primary Intended Use common areas, Building structure and Building Systems except to the extent such required code upgrades arise from (concealed i) Tenant’s use of the Premises other than for general office use; and/or (ii) non-Typical Office Improvements to the extent the same are part of the Tenant Improvements. Otherwise, Tenant, not Landlord, shall be responsible for all required code upgrades relating to the Premises or otherwiseTenant’s use or occupancy thereof, including, without limitation, such upgrades arising from or related to (a) Tenant’s particular use of the Premises (other than for general office use); provided, however, (b) any portion of the Tenant Improvements that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of are not Typical Office Improvements; and/or (c) any representation Alterations or warranty other improvements or additions made to by or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant, at its sole cost and expense, shall comply with all Environmental Requirements relating to the storage, use and disposal of all Hazardous Materials, including those materials identified in Sections 66680 through 66685 of Title 22 of the California Administrative Code, Division 4, Chapter 30 (“Title 22”), as the same may be amended from time to time. If Tenant does store, use or dispose of any Hazardous Materials other than copy machine toners or similar commonly used office supplies, Tenant shall notify Landlord in writing at least ten (10) days prior to the first appearance of such materials on the Premises, Building or Project, and Landlord shall have the right to disapprove of Tenant’s use thereof on the Premises (provided that Landlord’s failure to disapprove thereof shall not constitute Landlord’s approval thereof or excuse Tenant from complying with the terms of this paragraph 43), and Tenant’s failure to so notify Landlord shall constitute a default under this Lease. Tenant shall be solely responsible for and shall protect, defend, indemnify, and hold Landlord, its agents and contractors harmless from and against all Environmental Damages arising out of or in connection with the storage, use and disposal of Hazardous Materials by Tenant, its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees. If the presence of Hazardous Materials on the Premises, Building or Project caused or permitted by Tenant results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels permitted or established by any governmental agency having jurisdiction over such contamination, then Tenant shall, at its sole cost and expense, keep each promptly take any and all action necessary to clean up such contamination if required by law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Collective Leased Properties Premises, Building or Project. If at any time prior to the expiration of the Lease Term, Landlord shall reach a reasonable good faith determination that Tenant or its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees have at any time violated any Environmental Requirements, discharged any Hazardous Material onto the Premises, Building or Project, or surrounding areas or otherwise subjected Landlord or the Project to liability for Environmental Damages, then Landlord shall have the right to require Tenant, at Tenant’s expense, to conduct appropriate tests of water and all private roadways, sidewalks soil and curbs appurtenant thereto (and Tenant's Personal Property) to deliver to Landlord the result of such tests to demonstrate that no contamination in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs excess of legally permitted levels has occurred as a result of Tenant's use, any prior use, the elements ’s occupancy or the age use of the Collective Leased Properties Premises, Building or Tenant's Personal PropertyProject. If the presence of Hazardous Materials on the Premises, Building or any portion thereof)Project is caused, contributed to or permitted by Tenant or its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees such that Landlord or Tenant becomes obligated to conduct the necessary clean-up of such contamination as required above, then Tenant shall further be solely responsible for, and shall promptly make protect, defend, indemnify and hold Landlord, including Landlords’ agents, representatives, employees, lenders and contractors, harmless from and against any and all necessary claims, demands, losses, costs and appropriate repairs liabilities, including actual attorneys’ fees, expert witness fees and replacements thereto costs, arising out of every kind or in connection with any removal, cleanup and naturerestoration work and materials required hereunder to return the Premises, whether interior Building or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason Project and any other property of a condition existing whatever nature to conditions which existed prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted Tenant’s use thereof and which are within acceptable levels according to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties Environmental Requirements or any part thereof for its respective Primary Intended Useother Federal, State, local or other governmental requirements. Tenant's obligations under this Section 5.1.1 as to any of ’s obligations, liabilities and duties hereunder shall survive the Collective Leased Properties shall be limited, in the event of any casualty expiration or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions earlier termination of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Lease.

Tenant’s Obligations. Tenant shall, at its Tenant's sole cost and -------------------- expense, repair, replace and maintain the Leased Premises in a clean, neat and sanitary condition and shall keep each the Leased Premises and every part thereof in good condition and repair (except where the same is required to be done by Landlord or is due to ordinary wear and tear, casualties and condemnation) including, without limitation, the utility meters, pipes and conduits, all fixtures, air conditioning and heating equipment serving the Leased Premises and other equipment therein, all of Tenant's signs, locks and closing devices, all window sachets, casements or frames, doors and door frames, floor coverings, including carpeting, terrazzo or other special floor covering, and all such items of repair, maintenance, alteration and improvement or reconstruction as may at any time or from time to time be required by a governmental authority having jurisdiction whether or not presently in effect or anticipated, including, but not limited to, enforcement of the Collective Americans With Disabilities Act. Notwithstanding anything to the contrary herein, Landlord shall be solely responsible for, and Tenant shall not have any responsibility to cause or pay the cost of causing the Leased Properties and all private roadwaysPremises or the Project to comply with, sidewalks and curbs appurtenant thereto (and any laws, rules or regulations requiring capital expenditures unless the compliance with any of the foregoing is necessitated solely due to Tenant's Personal Property) particular use of the Leased Premises. Tenant hereby waives all rights to make repairs at the expense of Landlord as provided by any law, statute or ordinance now or hereafter in good order effect. All of Tenant's alterations and/or improvements are the property of the Landlord, and repairTenant shall, reasonable upon the expiration or earlier termination of the Lease Term, surrender the Leased Premises, including Tenant's alterations and/or improvements, to Landlord, janitorial clean and in the same condition as when received, ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workexcepted. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2Article 7.4 below, Landlord has ----------- no obligation to construct, remodel, improve, repair, decorate or paint the Leased Premises or any improvement thereon or part thereof. Notwithstanding any provisions Tenant shall pay for the cost of this Section 5.1 all repairs to the contraryLeased Premises not required to be made by Landlord and shall be responsible for any redecorating, remodeling, alteration and painting during the Lease Term as Tenant deems necessary. Tenant shall pay for any repairs to the Leased Premises, the Building and/or the Project made necessary by any negligence or carelessness of Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4, its employees or invitees.

Tenant’s Obligations. Without limiting the generality of Section 7.2 above, Tenant shall, and all other Tenant Parties shall at its sole cost all times comply with all applicable Environmental Laws with respect to the use and expense, keep each occupancy of any portion of the Collective Leased Properties Project pursuant to this Lease. Tenant and all private roadwaysother Tenant Parties shall not generate, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairstore, reasonable wear and tear excepted (whether handle, or not the need for such repairs occurs as a result of Tenant's otherwise use, any prior useor allow, the elements or the age of the Collective Leased Properties or Tenant's Personal Propertygeneration, storage, handling, or any portion thereof)use of, Hazardous Materials in the Premises or transport the same through the Project, except in accordance with Environmental Laws and shall promptly make all necessary the Rules and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)Regulations; provided, however, that Tenant shall be permitted have the right, without providing notice to prosecute claims against or obtaining the consent of Landlord's predecessors , to store reasonable quantities of and use standard cleaning solvents and chemicals commonly found in title for breach offices, provided that Tenant complies with all Applicable Laws and prudent industry practice in connection with such use. In the event of a release of any representation Hazardous Materials in violation of Environment Laws caused by, or warranty made due to the act or neglect of, Tenant or any other Tenant Parties, Tenant shall immediately notify Landlord and take such remedial actions as Landlord may direct in Landlord’s sole discretion as necessary or appropriate to xxxxx, remediate and/or clean up the same. If so elected by Landlord by notice to Tenant, Landlord shall take such remedial actions on behalf of Tenant at Tenant’s sole cost and expense. In any event, Landlord shall have the right, without liability or for obligation to Tenant, to direct and/or supervise Tenant’s remedial actions and to specify the scope thereof and specifications therefor. Tenant and the other Tenant Parties shall use, handle, store and transport any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, Hazardous Materials in accordance with all applicable federalEnvironmental Laws, state and local statutesshall notify Landlord of any notice of violation of Environmental Laws which it receives from any governmental agency having jurisdiction. In no event shall Landlord be designated as the “generator” on, ordinancesnor shall Landlord be responsible for preparing, by-laws, codes, rules and regulations any manifest relating to any such work. Except as permitted Hazardous Materials generated or used by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4other Tenant Parties.

Tenant’s Obligations. Tenant shallshall control and be separately metered for the electricity, gas, water, telephone for the Premises or other services which are metered, chargeable or provided to the Premises, at its Tenant’s sole cost and expense. Tenant shall make all such payments directly to the utility provider as and when bills are rendered. Should Tenant fail to pay such amounts, keep each Landlord shall have the right to pay the same on Tenant’s behalf and Tenant shall reimburse Landlord for all costs and expenses incurred by Landlord in conjunction with such payment within ten (10) days after demand therefor. All such costs and expenses incurred by Landlord on Tenant's behalf shall be deemed additional rent payable by Tenant and collectible by Landlord as such. At no time shall use of electricity in the Premises exceed the capacity of existing feeders and risers to or wiring in the Premises. Any risers or wiring to meet Tenant’s excess electrical requirements shall, upon Tenant’s written request, be installed by Landlord, at Tenant's sole cost, if, in Landlord’s reasonable judgment, the same are necessary and shall not (i) cause permanent damage or injury to the Project, the Building or the Premises, (ii) cause or create a dangerous or hazardous condition, (iii) entail excessive or unreasonable alterations, repairs or expenses, or (iv) interfere with or disturb other tenants or occupants of the Collective Leased Properties Building. Tenant shall cooperate fully at all times with Landlord, and abide by all private roadways, sidewalks reasonable regulations and curbs appurtenant thereto (requirements which Landlord may prescribe for the proper functioning and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age protection of the Collective Leased Properties Building’s services and systems. Tenant shall not use any apparatus or Tenant's Personal Propertydevice in, upon or about the Premises which may in any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto way increase the amount of every kind and nature, whether interior services or exterior, structural utilities usually furnished or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior supplied to the commencement of the Term necessary for the Primary Intended Use (concealed Premises or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects other premises in the Collective Leased PropertiesBuilding. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5In addition, Tenant shall not take connect any conduit, pipe, apparatus or omit other device to take the Building’s water, waste or other supply lines or systems for any actionpurpose. Neither Tenant nor its employees, agents, contractors, licensees or invitees shall at any time enter, adjust, tamper with, touch or otherwise in any manner affect the taking mechanical installations or omission of which materially impairs the value or the usefulness of any facilities of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Building.

Tenant’s Obligations. A. Subject to the provisions of Article 6 regarding damage, destruction and condemnation, and Landlord’s obligations pursuant to Section 5.3 of this Lease, Tenant shallshall at its expense throughout the Term (i) maintain in good order, condition and repair the lamps, ballasts and lights within the Leased Premises, as well as any freight elevators within the Leased Premises (installed by Tenant or on behalf of Tenant after the date of this Lease, but excluding any existing as of the date of this Lease) (ii) repair any and all damage to the Leased Premises (excepting only ordinary wear and tear, and damage by casualty or condemnation; provided, however, Tenant may, at its Tenant’s sole cost and expense, keep each of payable as Additional Rent under this Lease, elect upon written notice to Landlord to have Landlord maintain any freight elevators installed within the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising Premises by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Tenant after the date of this Lease. Landlord shall extend to Tenant, if permitted under applicable warranties for the foregoing items, the benefit from such warranties on such items, if any, that have been made by Landlord’s contractors or for vendors. If any latent defects portion of the Leased Premises or any system or equipment in the Collective Leased PropertiesPremises which Tenant is obligated to repair cannot be fully repaired, Tenant shall promptly replace the same at Tenant’s sole cost and expense (unless caused by Landlord’s gross negligence or willful misconduct). All repairs In addition, Tenant shall, at Tenant’s expense, repair any damage to the roof, foundation or structural portions or walls caused by Tenant’s acts or omissions or arising from or out of Tenant’s negligence or willful misuse of the Leased Premises, ordinary wear and tear and damage by casualty excepted. Landlord and Tenant intend that, at all times during the Term, Tenant shall be made maintain the Leased Premises in a goodan attractive, workmanlike and first-first class mannercondition. Notwithstanding anything contained in this Lease to the contrary, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5the event that Tenant installs a freight elevator in the Leased Premises, Tenant shall not take be required to remove such freight elevator and restore the Lease Premises upon the expiration or omit to take any action, the taking or omission earlier termination of which materially impairs the value or the usefulness this Lease. Landlord agrees that (a) Tenant may remove and dispose of any conveyors existing in the Leased Premises as of the Collective Leased Properties or date of this Lease, and install new conveyors and/or racking as a part of Tenant’s Work, and (b) any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, conveyors and/or racking installed in the event of any casualty Leased Premises by Tenant are Tenant’s trade fixtures and that Tenant will remove such trade fixtures upon the expiration or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions earlier termination of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Lease.

Tenant’s Obligations. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (some or all of which may constitute "HAZARDOUS MATERIALS" as defined in this Lease), Tenant shallagrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, "TENANT'S PARTIES"), without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, Tenaxx xxxees to promptly remove from the Premises, the Building and the Project, at its sole cost and expense, keep each of the Collective Leased Properties any and all private roadwaysHazardous Materials, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairincluding any equipment or systems containing Hazardous Materials which are installed, reasonable wear and tear excepted (whether brought upon, stored, used, generated or not released upon, in, under or about the need for such repairs occurs as a result Premises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant's useParties. To the fullest extent permitted by law, Tenaxx xxxees to promptly indemnify, protect, defend and hold harmless Landlord and Landlord's partners, officers, directors, employees, agents, successors and assigns (collectively, "LANDLORD INDEMNIFIED PARTIES") from and against any prior useand all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys' fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises, the elements Building or the age any other portion of the Collective Leased Properties Project and which are caused or permitted by Tenant or any of Tenant's Personal PropertyParties. Tenaxx xxxees to promptly notify Landlord of any release of Hazardous Materials in the Premises, the Building or any other portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and naturethe Project which Tenant becomes aware of during the Term of this Lease, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising caused by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Useother persons or entities. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in In the event of any casualty release of Hazardous Materials caused or Condemnation involving permitted by Tenant or any of Tenant's Parties, Landlord shall have the right, but not the obligation, to cause Tenant to immediately take all steps Landlord deems necessary or appropriate to remediate such Leased Property, as set forth in Sections 10.2 release and 11.2prevent any similar future release to the satisfaction of Landlord and Landxxxx'x xortgagee(s). Notwithstanding any provisions At all times during the Term of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.Lease following reasonable prior

Tenant’s Obligations. Tenant shallThe interior of the Premises and all facilities and equipment within and serving the Premises shall at all times be kept in good order, condition and repair by Tenant, and shall also be kept in a clean, sanitary and safe condition in accordance with the laws of the State of Michigan and all reasonable directions, rules and regulations of Landlord and the health officer, fire Marsxxxx, xxilding inspector or other proper officers of the governmental agencies having jurisdiction, at its the sole cost and expenseexpense of Tenant, keep each unless the same arise from any act or negligence of Landlord, its agents, employees, invites or 18 guests. Tenant shall comply with all requirements of law, ordinance and otherwise regarding Tenant's use and occupancy of the Collective Leased Properties and all private roadwaysPremises, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); providedproviding, however, that Tenant shall not be permitted so required to prosecute claims against make any structural or other substantial change to the Premises. Tenant shall cause no waste, damage or injury to the Premises. Tenant shall at its own cost and expense replace any glass windows and doors in the Premises which may be broken or cracked, unless the same arise out of any act or negligence of Landlord, its agents, employees, invitees or guests. Tenant shall at its own cost and expense maintain in good operating condition all heating and air conditioning equipment located within and serving the Premises as required by the manufacturers of such equipment or as reasonable required by Landlord, provide janitorial services for the Premises and wash the interior and exterior windows of the Premises. Tenant hereby waives all rights to make any repairs or incur any maintenance costs at Landlord's predecessors expense. At the expiration of this Lease, Tenant shall surrender the Premises in title for breach good condition, reasonable wear and tear and loss by fire or other unavoidable casualty excepted. Nothing within this Section shall create an obligation on the part of Tenant to comply with any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codesdirections, repairs, modifications, alterations or rules and regulations relating referred to which may require structural additions, unless such compliance is required due to any such work. Except as permitted act or work performed by Section 4.5Tenant, in which event Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for comply at its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4sole expense.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, or shall cause the Manager to, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property, if any) in good order and repair, reasonable subject to ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's or the Manager's use, any prior use, the elements or the age of the Collective Leased Properties Property or Tenant's Personal Property, if any, or any portion thereof), and shall promptly make (or cause the Manager to make) all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall not be permitted obligated to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made make Capital Expenditures with respect to or on behalf of Landlord or for any latent defects in the Collective Leased PropertiesProperty. All repairs shall be made in a good, workmanlike manner, consistent with the Manager's and first-class mannerindustry standards for like hotels in like locales, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations Applicable Laws relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take (and shall cause the Manager not to take or omit to take) any action, the taking or omission of which would materially impairs and adversely impair the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective Primary Intended UsePermitted Use in accordance with the Franchise Agreement, the Hotel Standard, and the Ground Lease. Tenant's obligations under this Section SECTION 5.1.1 as to any of the Collective Leased Properties shall be limited, limited in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections SECTIONS 10.2 AND 11.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4SECTION 4.3.

Tenant’s Obligations. (a) Except to the extent specifically required of Landlord under Section 9.1, Tenant will keep the Premises (including without limitation, any Alterations thereto) and the Tenant’s Exclusive Facilities and every part thereof neat, clean and sanitary, and will keep its trash free of rodents and vermin and suitably store same at Tenant’s sole cost in the Premises or at other locations in the Building or on the Property designated by Landlord, and in receptacles approved by Landlord, from time to time, and will maintain the Premises (including without limitation, any interior glass and Tenant’s Exclusive Facilities) in good order, condition and repair, excepting only reasonable wear and tear of the Premises, and damage by fire or other casualty or as a consequence of the exercise of the power of eminent domain; and Tenant shall surrender the Premises and the Tenant’s Exclusive Facilities (with the exception of Tenant’s Removable Property) to Landlord, upon the expiration or earlier termination of the Term, in such condition. Without limitation, Tenant shall, at its sole cost and Tenant’s expense, keep each comply with, and cause the Premises and the Tenant’s Exclusive Facilities to comply with all Applicable Law and the standards recommended by the local Board of Fire Underwriters applicable to Tenant’s use and occupancy of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Premises, and shall, at Tenant’s expense, timely obtain all permits, licenses and the like required thereby. Notwithstanding the foregoing, (a) Landlord shall promptly make all necessary deliver the Premises to Tenant on the Term Commencement Date in compliance with the ADA for general office use and appropriate (b) Landlord shall be responsible for maintain the Common Areas in compliance with the ADA. Subject to Section 13.4, regarding waiver of subrogation, Tenant shall be responsible for the cost of repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising which may be made necessary by reason of a condition existing prior damage to the commencement Building caused by any act or neglect of the Term necessary for the Primary Intended Use Tenant, or its Agents, invitees or independent contractors (concealed including any damage by fire or otherwiseother casualty arising therefrom); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallshall maintain, repair and replace, to the extent necessary to maintain the Building in good operating order and first-class condition, at its sole cost and expense, keep each all portions of the Collective Leased Properties Premises which are not Landlord's obligations under Paragraph 7(a), including, without limitation, (i) the roof membrane, windows, and window frames; (ii) the building systems serving the Premises for electrical, mechanical, HVAC and plumbing and all private roadwayscontrols appurtenant thereto, sidewalks and curbs appurtenant thereto any elevators in the Building (collectively, including elevators, "Building Systems"); and Tenant's Personal Property(iii) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result interior portion of Tenant's use, any prior usethe Building, the elements or Tenant Improvements, the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Alterations, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and natureany additional tenant improvements, whether interior alterations or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising additions installed by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Tenant within the Premises. Tenant shall be responsible for the expense of installation, operation, and maintenance of its telephone and other communications cabling from the point of entry into the Building to the Premises and throughout the Premises; though Landlord or for any latent defects shall have the right to perform such work on behalf of Tenant in Common Areas, provided Landlord performs such work in coordination with Tenant and its contractors in such a manner as will accommodate Tenant's reasonable objectives with respect thereto. The Premises shall at all times be maintained by Tenant in the Collective Leased Properties. All repairs shall be made in condition of a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Useoffice building. Tenant's obligations under this Section 5.1.1 as to Paragraph 7 include, without limitation, the replacement, at Tenant's sole cost and expense, of any portions of the Collective Leased Properties shall Premises or Building Systems which are not Landlord's express responsibility under Paragraph 7(a), if it would be limitedcommercially prudent to replace, rather than repair, such portions of the Premises, regardless of whether such replacement would be considered a capital expenditure. Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute or ordinance now or hereafter in effect. In addition, Tenant hereby waives and releases its right to terminate this Lease under Section 1932(1) of the event of California Civil Code or under any casualty similar law, statute or Condemnation involving such Leased Property, as set forth ordinance now or hereafter in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4effect.

Tenant’s Obligations. Tenant shallshall not knowingly cause or permit the escape, at its sole cost disposal or release of any biologically or chemically active or other Hazardous Substances, waste or materials ("Hazardous Substances, Waste or Materials"), or allow the storage or use of Hazardous Substances, Waste or Materials in any manner not sanctioned by law or by the standards prevailing in the industry for the storage and expenseuse of such substances, keep each waste or materials, or allow any Hazardous Materials, Waste or Substances to be brought onto the Leased Premises except as are customarily used for purposes of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)Project; provided, however, that Tenant all such uses, and the storage and disposal of any Hazardous Substances, Wastes or Materials, shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in strict accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workLegal Requirements. Except as permitted by provided in Section 4.514.2 above, Tenant shall not take defend, indemnify and hold harmless Landlord against and from any liability, claim of liability or omit to take any actionexpense (including attorneys' fees, the taking or omission of which materially impairs the value or the usefulness court costs and experts' fees) arising out of any Hazardous Substances on the Leased Premises while Tenant is in possession thereof, or while this Lease is in effect or at any time thereafter if caused by Tenant or any person acting under or through Tenant. Without limiting the foregoing, if the presence of any Hazardous Substances caused or permitted by Tenant or any person acting under Tenant results in any contamination of the Collective Leased Properties Premises, or if any part thereof for its respective Primary Intended Use. Tenant's obligations under contamination occurs either knowingly or unknowingly while this Section 5.1.1 as Lease is in effect or while Tenant is in possession of the Leased Premises, then subject to any of required payment by the Collective County as provided in Section 14.2 above, Tenant shall promptly take all actions at its sole cost and expense as are necessary to return the Leased Properties shall be limited, in Premises to the event condition existing prior to the introduction of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 Hazardous Substances to the contrary, Tenant's obligations with respect to Hazardous Substances are Leased Premises or as set forth in Section 4.4may be required under Applicable Law.

Tenant’s Obligations. Tenant shallSubject to the provisions of Article IX and Section 8.4, at all times during the Term, Tenant at its sole cost expense (a) shall maintain in good order, condition and expenserepair the Premises, keep each the Improvements and all fixtures or facilities contained therein which do not constitute part of the Collective Leased Properties Common Elements or the Building Service Systems, including, without limitation, any distribution conduits for the HVAC system serving the Premises, any supplemental air conditioning units, any private lavatory and any public lavatories located on floors leased entirely to Tenant, shower, toilet, washbasin and kitchen facilities, and all private roadwaysplumbing serving or connected to such systems or facilities and (b) shall be responsible for all maintenance and repairs, sidewalks interior and curbs appurtenant thereto exterior, structural and non- structural, ordinary and extraordinary, of the Premises (including all fixtures, installations and Tenantequipment therein), the Unit, the Unit's Personal Propertyfacilities and systems, the Building and the Building's facilities and systems, made necessary, in whole or in part, by: (i) in good order and repair, reasonable wear and tear excepted the performance of any Alteration or the existence of any Improvement; (whether ii) the installation or not the need for such repairs occurs as a result use of Tenant's useProperty in the Premises; (iii) the moving of Tenant's Property into or out of the Building; (iv) any act or omission of Tenant, any prior usesubtenant of Tenant or any officer, the elements partner, principal, employee, agent, contractor or the age invitee thereof; (v) Tenant's use or occupancy of the Collective Leased Properties Premises (other than use or occupancy of the Premises in the ordinary course of Tenant's Personal Property, business); or (vi) the use or removal by Tenant of any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)Improvement; provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any maintenance outside of the Collective Leased Properties Premises or any part thereof to the Common Elements for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as which Tenant is responsible pursuant to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any foregoing provisions of this Section 5.1 8.5 shall be performed by Landlord or the Board of Managers in a commercially reasonably manner after notice to the contraryTenant, at Tenant's obligations with respect to Hazardous Substances are as set forth cost and expense. Tenant, at its expense, shall promptly replace all scratched, damaged or broken doors and interior glass in Section 4.4the Premises if such scratch, damage or break is visible from any passenger elevator lobby on any floor of the Premises. Tenant shall be responsible for the cost of all repainting and all repairs, maintenance and replacement of wall, ceiling and floor coverings in the Premises.

Tenant’s Obligations. Tenant shallExcept as otherwise specifically provided herein, at its sole cost during the term of this Sublease all acts to be performed and expense, keep each all of the Collective Leased Properties terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and all private roadwaysagreements to be observed by and inuring to the benefit of, sidewalks Landlord, as tenant under the Prime Lease of the Premises and curbs appurtenant thereto (arising from and after the Commencement Date, shall be performed, and observed by, and shall inure to the benefit of, Tenant, and Tenant's Personal Property) in good order obligations shall run to Landlord or the Prime Landlord as Landlord may determine to be appropriate or required by the respective interests of Landlord and repairPrime Landlord. Tenant shall indemnify Landlord and Prime Landlord against, and hold Landlord and Prime Landlord harmless from and against, all costs, damages, claims, liabilities, liens and expenses (including, but not limited to, reasonable wear attorneys' fees and tear excepted (whether disbursements, court costs and other expenses of litigation or not the need for such repairs occurs arbitration) paid, suffered, incurred by or claimed against Landlord and/or Prime Landlord as a result of the nonperformance or nonobservance by Tenant, Tenant's useagents, contractors, employees, invitees or licensees of any prior usesuch terms, provisions, covenants, stipulations, conditions, obligations and agreements contained in the elements or the age Prime Lease. In furtherance of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5foregoing, Tenant shall not take (i) do or omit permit to be done anything prohibited to Landlord, as tenant under the Prime Lease, or (ii) take any action, action or do or permit anything which would result in any additional cost or other liability to Landlord and/or Prime Landlord under the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended UsePrime Lease and/or this Sublease. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in In the event of any casualty inconsistency between the Prime Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or Condemnation involving such Leased Propertyrestrictions on, Tenant, shall be resolved in favor of that obligation which is more onerous to Tenant or that restriction which is more restrictive of Tenant, as set forth the case may be, or (ii) if it relates to the rights of, or benefits to be conferred upon, Tenant, shall be resolved in Sections 10.2 and 11.2. Notwithstanding any provisions favor of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Sublease.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, or shall cause the Manager to, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property, if any) in good order and repair, reasonable subject to ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's or the Manager's use, any prior use, the elements or the age of the Collective Leased Properties Property or Tenant's Personal Property, if any, or any portion thereof), and shall promptly make (or cause the Manager to make) all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall not be permitted obligated to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made make Capital Expenditures with respect to or on behalf of Landlord or for any latent defects in the Collective Leased PropertiesProperty. All repairs shall be made in a good, workmanlike manner, consistent with the Manager's and first-class mannerindustry standards for like hotels in like locales, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations Applicable Laws relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take (and shall cause the Manager not to take or omit to take) any action, the taking or omission of which would materially impairs and adversely impair the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective Primary Intended UsePermitted Use in accordance with the Franchise Agreement, the Hotel Standard, and the Ground Lease. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, limited in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, 11.2 and Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.44.3.

Tenant’s Obligations. Commencing as of the Beneficial Occupancy Period and continuing during the Term of this Lease, Tenant shallshall be separately metered for the electricity, gas, water, telephone for the Premises or other services which are metered, chargeable or provided to the Premises, at its Tenant’s sole cost and expense, keep each . Tenant shall make all such payments directly to the service provider as and when bills are rendered (or to Landlord in the event Landlord provides submeters instead of the Collective Leased Properties utility company’s meters). Should Tenant fail to pay any such amounts, Landlord shall have the right to pay the same on Tenant’s behalf and Tenant shall reimburse Landlord for all private roadwayscosts and expenses incurred by Landlord in conjunction with such payment within ten (10) days after demand therefor. All such costs and expenses incurred by Landlord on Tenant’s behalf shall be deemed additional rent payable by Tenant and collectible by Landlord as such. Landlord shall designate the electricity utility provider from time to time. In addition, sidewalks and curbs appurtenant thereto Tenant shall also pay directly to Landlord (and not as part of Operating Expenses) Tenant's Personal Property’s Percentage (or such other equitable share as reasonably and equitably determined by Landlord) of the costs of electricity, gas, water and other services for the Common Areas. At no time shall use of electricity in good order the Premises exceed the capacity of existing feeders and repairrisers to or wiring in the Premises. Any risers or wiring to meet Tenant’s excess electrical requirements shall, upon Tenant’s written request, be installed by Landlord, at Tenant’s sole cost, if, in Landlord’s reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior usejudgment, the elements same are necessary and shall not (i) cause damage or injury to the Project, the Building or the age Premises, (ii) cause or create a dangerous or hazardous condition, (iii) entail excessive or unreasonable alterations, repairs or expenses, or (iv) interfere with or disturb other tenants or occupants of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Building. Tenant shall cooperate fully at all times with Landlord, and abide by all reasonable regulations and requirements which Landlord may prescribe for the proper functioning and protection of the Building’s services and systems. Tenant shall promptly make all necessary and appropriate repairs and replacements thereto not use any apparatus or device in, upon or about the Premises which may in any way increase the amount of every kind and nature, whether interior services or exterior, structural utilities usually furnished or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior supplied to the commencement of the Term necessary for the Primary Intended Use (concealed Premises or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects other premises in the Collective Leased PropertiesBuilding. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5In addition, Tenant shall not take connect any conduit, pipe, apparatus or omit other device to take the Building’s water, waste or other supply lines or systems for any actionpurpose. Neither Tenant nor its employees, agents, contractors, licensees or invitees shall at any time enter, adjust, tamper with, touch or otherwise in any manner affect the taking or omission of which materially impairs the value or the usefulness of any Systems of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of Building and/or the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Project.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each shall take good care of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and Demised Premises. Tenant shall promptly make (a) all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructuralnonstructural repairs, ordinary or extraordinary, foreseen (a) in and about the Demised Premises as shall be required by any reason other than the negligence or unforeseen willful misconduct of Landlord or arising its employees, agents or contractors and (b) all repairs, ordinary or extraordinary, structural or otherwise, in or about the other portions of the Building, as shall be required by reason of a condition existing prior to (i) the commencement performance or existence of Tenant's Changes, (ii) the installation, use or operation of Tenant's Property, or the use or operation of any Building systems and facilities exclusively servicing the Demised Premises, (iii) the moving of Tenant's Property in or out of the Term necessary for Building, (iv) the Primary Intended Use manner of use or method of operation of Tenant's business, or (concealed v) the misuse or otherwise)neglect of any of the Tenant Parties; provided, however, that Tenant shall not be permitted responsible for any of such repairs if and to prosecute claims against Landlord's predecessors in title for breach the extent that the same are required by reason of any representation the negligence or warranty made to or on behalf willful misconduct of Landlord or its employees, agents or contractors. Except if and to the extent required by the negligence or willful misconduct of Landlord or its employees, agents or contractors, Tenant at its expense, shall replace all scratched, damaged or broken interior doors or other glass in or about the Demised Premises and shall be responsible for any latent defects all repairs, maintenance and replacement of wall and floor coverings in the Collective Leased PropertiesDemised Premises and, for the repair and maintenance of all lighting fixtures therein. All Elevator lobbies on each floor shall be kept free of obstructions by Tenant and shall not be used for storage purposes. With respect to any floor on which Tenant may be a full floor tenant, Tenant agrees that the elevator lobby, public hallways and core lavatories shall, be maintained and repaired by Tenant, at Tenant’s sole cost and expense, subject to Section 19.02 hereof. Tenant shall perform any such maintenance and repairs using only contractors and subcontractors designated by Landlord. In the event that Tenant shall be required hereunder to perform any repairs to any Building system, structural portions of the Building or any area outside of the Demised Premises, at Landlord’s election, such repairs shall be made in a good, workmanlike performed by Landlord and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, be responsible for the taking or omission reasonable costs and expense of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4repairs.

Tenant’s Obligations. Tenant shallExcept as otherwise specifically provided herein, at its sole cost during the term of this Sublease all acts to be performed and expense, keep each all of the Collective Leased Properties terms, provisions, covenants, stipulations, conditions, rights, obligations, remedies and all private roadwaysagreements to be observed by and inuring to the benefit of, sidewalks Landlord, as tenant under the Prime Lease of the Premises and curbs appurtenant thereto (arising from and after the Commencement Date, shall be performed, and observed by, and shall inure to the benefit of, Tenant, and Tenant's Personal Property) in good order obligations shall run to Landlord or the Prime Landlord as Landlord may determine to be appropriate or required by the respective interests of Landlord and repairPrime Landlord. Tenant shall indemnify Landlord against, and hold Landlord harmless from and against, all costs, damages, claims, liabilities, liens and expenses (including, but not limited to, reasonable wear attorneys' fees and tear excepted (whether disbursements, court costs and other expenses of litigation or not the need for such repairs occurs arbitration) paid, suffered, incurred by or claimed against Landlord as a result of the nonperformance or nonobservance by Tenant, Tenant's useagents, contractors, employees, invitees or licensees of any prior usesuch terms, provisions, covenants, stipulations, conditions, obligations and agreements contained in the elements or the age Prime Lease. In furtherance of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5foregoing, Tenant shall not take (i) do or omit permit to be done anything prohibited to Landlord, as tenant under the Prime Lease, or (ii) take any action, action or do or permit anything which would result in any additional cost or other liability to Landlord under the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended UsePrime Lease and/or this Sublease. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in In the event of any casualty inconsistency between the Prime Lease and this Sublease, such inconsistency (i) if it relates to obligations of, or Condemnation involving such Leased Propertyrestrictions on, Tenant, shall be resolved in favor of that obligation which is more onerous to Tenant or that restriction which is more restrictive of Tenant, as set forth the case may be, or (ii) if it relates to the rights of, or benefits to be conferred upon, Tenant, shall be resolved in Sections 10.2 and 11.2. Notwithstanding any provisions favor of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Sublease.

Tenant’s Obligations. Tenant shallshall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated, including any such governmental regulations related to disabled access (collectively, "Applicable Laws"). At its sole cost and expense, Tenant shall promptly comply with any Applicable Laws which relate to (i) Tenant's use of the Premises, (ii) any Alterations made by Tenant to the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not normal and customary business office improvements, or triggered by Tenant's use of the Premises for non-general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, keep each to comply promptly with such standards or regulations and to cooperate with Landlord, including, without limitation, by taking such actions as Landlord may reasonably require, in Landlord's efforts to comply with such standards or regulations. Tenant shall be responsible, at its sole cost and expense, to make all alterations to the Premises as are required to comply with the governmental rules, regulations, requirements or standards described in this Article 24. The judgment of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result any court of Tenant's use, any prior use, the elements competent jurisdiction or the age admission of the Collective Leased Properties or Tenant's Personal PropertyTenant in any judicial action, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto regardless of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of Landlord is a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, howeverparty thereto, that Tenant has violated any of said governmental measures, shall be permitted to prosecute claims against Landlord's predecessors in title for breach conclusive of any representation or warranty made to or on behalf of that fact as between Landlord or for any latent defects in the Collective Leased Propertiesand Tenant. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take promptly pay all fines, penalties and damages that may arise out of or omit be imposed because of its failure to take any action, comply with the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Article 24.

Tenant’s Obligations. (a) Except to the extent specifically required of Landlord under Section 9.1, Tenant will keep the Premises (including without limitation, any Alterations thereto) and the Tenant’s Exclusive Facilities and every part thereof neat, clean and sanitary, and will keep its trash free of rodents and vermin and suitably store same at Tenant’s sole cost in the Premises or at other locations in the Building or on the Property designated by Landlord, and in receptacles approved by Landlord, from time to time, and will maintain the Premises (including without limitation, any interior glass, and Tenant’s Exclusive Facilities) in good order, condition and repair, excepting only reasonable wear and tear of the Premises, and damage by fire or other casualty or as a consequence of the exercise of the power of eminent domain; and Tenant shall surrender the Premises and the Tenant’s Exclusive Facilities (with the exception of Tenant’s Removable Property) to Landlord, upon the expiration or earlier termination of the Term, in such condition. Without limitation, Tenant shall, at its sole cost and Tenant’s expense, keep each comply with, and cause the Premises and the Tenant’s Exclusive Facilities to comply with all Applicable Law and the standards recommended by the local Board of Fire Underwriters applicable to Tenant’s use and occupancy of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Premises, and shall, at Tenant’s expense, timely obtain all permits, licenses and the like required thereby. Notwithstanding the foregoing, (a) Landlord shall promptly make deliver the Premises to Tenant on the Term Commencement Date in compliance with all necessary applicable laws, including the ADA for general office use and appropriate (b) Landlord shall be responsible for maintaining the Common Areas in compliance with applicable laws, including the ADA. Subject to Section 13.4 regarding waiver of subrogation, Tenant shall be responsible for the cost of repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising which may be made necessary by reason of a condition existing prior damage to the commencement Building caused by any act or neglect of the Term necessary for the Primary Intended Use Tenant, or its Agents, invitees or independent contractors (concealed including any damage by fire or otherwiseother casualty arising therefrom); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4.

Tenant’s Obligations. Tenant shallshall maintain, repair and replace, at its sole cost and expense, keep each all portions of the Collective Leased Properties Premises which are not Landlord's obligations under Paragraph 8(a), including, without limitation, (i) the roof membrane, windows and window frames; (ii) the building systems serving the Premises for electrical, mechanical, HVAC and plumbing and all private roadwayscontrols appurtenant thereto, sidewalks the fire safety sprinkler system, and curbs appurtenant thereto any elevators in the Building (collectively, including elevators, "Building Systems"); and (iii) the interior portion of the Buildings, the Tenant Improvements, the Alterations, and any additional tenant improvements, alterations or additions installed by or on behalf of Tenant within the Premises. If Tenant exercises its right to extend the Term for the Extension Term, at Tenant's Personal Propertyelection Tenant may, by written notice to Landlord delivered at any time at least thirty (30) days prior to expiration of the Initial Term, cause Landlord to assume Tenant's maintenance obligations with respect to the Building Systems under clause (ii) above, which assumption by Landlord shall be effective during the Extension Term. If Landlord assumes such obligations, all costs incurred by Landlord in good order connection therewith shall be deemed Additional Charges payable by Tenant in accordance with Paragraph 4(c). Tenant shall be responsible for the expense of installation, operation, and maintenance of its telephone and other communications cabling from the public right-of-way to the point of entry into the Buildings and throughout the Premises, although Landlord shall have the right, at Landlord's sole election, to perform such work on behalf of Tenant in Common Areas, provided Landlord performs such work in coordination with Tenant and its contractors in such a manner as will accommodate Tenant's reasonable objectives with respect thereto. The Premises shall at all times be maintained by Tenant in the condition of a first-class office building. Tenant's obligations under this Paragraph 8 include, without limitation, the replacement, at Tenant's sole cost and expense, of any portions of the Premises or Building Systems which are not Landlord's express responsibility under Paragraph 8(a), if it would be commercially prudent to replace, rather than repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age portions of the Collective Leased Properties or Tenant's Personal PropertyPremises, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto regardless of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of such replacement would be considered a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)capital expenditure; provided, however, that Tenant if Landlord has assumed Tenant's maintenance obligations for Building Systems pursuant to this Paragraph 8(b), any replacement of any portion of the Building Systems which would be considered a capital expenditure and which is made at least one (1) year after Landlord assumes such obligations shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, amortized in accordance with all applicable federalParagraph 4(c)(i)(D)(v). Tenant hereby waives and releases its right to make repairs at Landlord's expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workstatute or ordinance now or hereafter in effect. Except as permitted by Section 4.5In addition, Tenant shall not take or omit hereby waives and releases its right to take any action, the taking or omission of which materially impairs the value or the usefulness of any terminate this Lease under Section 1932(1) of the Collective Leased Properties California Civil Code or under any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limitedsimilar law, statute or ordinance now or hereafter in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4effect.

Tenant’s Obligations. Tenant shallshall comply with the following terms and conditions with respect to all signage, including the Exterior Sign: (a) Tenant shall obtain, at its cost, all necessary governmental approvals (Landlord makes no representation with respect to Tenant's ability to obtain such approvals); (b) the signage shall be in accordance with detailed signage specifications which Tenant shall submit to Landlord for its prior approval; (c) Tenant shall be responsible, at its cost, for installing and maintaining the signage strictly in accordance with all Laws; (d) Tenant shall be responsible, at its sole cost, for installing, maintaining and repairing the signage and removing it at the termination or expiration of the Lease and repairing any damage resulting from such removal; (e) the location of the Exterior Sign shall be determined on or before the Commencement Date of this Lease by Tenant, with Landlord's reasonable approval; (f) Landlord shall have the right, at its cost, to relocate the Exterior Sign from time to time, with Tenant's reasonable approval over the new location of the Exterior Sign; (g) if any signage affects the structural integrity of the Building, the signage shall be relocated, or if needed, removed, at Tenant's sole cost and expense. Tenant shall indemnify, keep each of the Collective Leased Properties defend, and hold Landlord harmless from and against any and all private roadwaysClaims arising from or in connection with the signage, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether unless solely caused by the gross negligence or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf wilful misconduct of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Authorized Representatives (it being agreed that Tenant's obligations under this Section 5.1.1 as to any indemnity obligation shall cover the negligence of the Collective Leased Properties shall be limitedLandlord, in the event of any casualty its agents, contractors or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4employees).

Tenant’s Obligations. Tenant shallshall not do anything or suffer anything to be done in or about the Premises or the Project which will in any way conflict with any law, statute, ordinance or other governmental rule, regulation or requirement now in force or which may hereafter be enacted or promulgated, including any such governmental regulations related to disabled access (collectively, "Applicable Laws"). Applicable Laws shall include, without limitation, all laws, rules, and regulations imposed by the Historic Preservation Commission and all design criteria applicable to the Project from all other sources. At its sole cost and expense, Tenant shall promptly comply with any Applicable Laws which relate to (i) Tenant's specific use of the Premises other than general office use, (ii) any Alterations made by Tenant to the Premises, and any Tenant Improvements in the Premises, or (iii) the Base Building, but as to the Base Building, only to the extent such obligations are triggered by Alterations made by Tenant to the Premises to the extent such Alterations are not normal and customary business office improvements, or triggered by the Tenant Improvements to the extent such Tenant Improvements are not normal and customary business office improvements, or triggered by Tenant's use of the Premises for non‑general office use. Should any standard or regulation now or hereafter be imposed on Landlord or Tenant by a state, federal or local governmental body charged with the establishment, regulation and enforcement of occupational, health or safety standards for employers, employees, landlords or tenants, then Tenant agrees, at its sole cost and expense, keep each to comply promptly with such standards or regulations to the extent applicable to Tenant’s non-general office use of the Collective Leased Properties Premises and all private roadwaysat no cost to Tenant, sidewalks and curbs appurtenant thereto (and Tenantto cooperate with Landlord, including, without limitation, by taking such actions as Landlord may reasonably require, in Landlord's Personal Property) in good order and repair, reasonable wear and tear excepted (whether efforts to comply with such standards or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and regulations. Tenant shall promptly make pay all necessary fines, penalties and appropriate repairs and replacements thereto damages that may arise out of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason be imposed because of a condition existing prior its failure to comply with the provisions of this Article 24. Notwithstanding anything to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); providedcontrary contained in this Lease and any exhibit attached hereto, however, that Tenant Landlord shall be permitted liable to prosecute claims against Landlord's predecessors in title for breach comply with all Applicable Laws respecting the Common Areas. Any liability of any representation or warranty made Tenant to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, comply with Applicable Laws in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 this Lease shall apply from and 11.2. Notwithstanding any provisions of this Section 5.1 to after the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Phase 1 Commencement Date only.

Tenant’s Obligations. Tenant shallwill not cause or permit any Hazardous Material to be generated, at produced, brought upon, used, stored, treated or disposed of in or about the Premises by Tenant, its sole cost agents, employees, contractors, sublessees or invitees without (i) the prior written consent of Landlord, and expense(ii) complying with all applicable Legal Requirements pertaining to the transportation, keep each storage, use or disposal of the Collective Leased Properties and all private roadwayssuch Hazardous Material (collectively, sidewalks and curbs appurtenant thereto (and "Environmental Laws"), including, but not limited to, obtaining proper permits. Landlord is entitled to take into account such other factors or facts Landlord deems reasonably relevant in granting or withholding consent to Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior proposed activity with respect to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); providedHazardous Material. Landlord will not, however, that Tenant shall be permitted required to prosecute claims against Landlord's predecessors in title for breach consent to the installation or use of any representation storage tanks on the Premises. If Tenant's transportation, storage, use or warranty made to or on behalf disposal of Landlord or for any latent defects Hazardous Materials results in the Collective Leased Properties. All repairs shall be made contamination of the soil or surface or ground water, release of a Hazardous Material or loss or damage to person(s) or property or the violation of any Environmental Law, then Tenant agrees to: (x) notify Landlord immediately of any contamination, claim of contamination, release, loss or damage, (y) after consultation with Landlord, clean up the contamination in a good, workmanlike and first-class manner, in accordance full compliance with all applicable federalEnvironmental Laws and (z) indemnify, state defend and local statuteshold Landlord harmless from and against any claims, ordinancessuits, by-lawscauses of action, codescosts and fees, rules including, without limitation, attorney"s fees and regulations relating to costs, arising from or connected with any such workcontamination, claim of contamination, release, loss or damage. Except Tenant will fully cooperate with Landlord and provide such documents, affidavits and information as permitted may be requested by Section 4.5Landlord (A) to comply with any Environmental Law, Tenant shall not take or omit (B) to take any action, comply with the taking or omission of which materially impairs the value or the usefulness request of any of the Collective Leased Properties lender, purchaser or any part thereof for tenant, and/or (C) as otherwise deemed reasonably necessary by Landlord in its respective Primary Intended Usediscretion. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, Tenant will notify Landlord promptly in the event of any casualty spill or Condemnation involving such Leased Propertyother release of any Hazardous Material at, as set forth in Sections 10.2 in, on, under or about the Premises which is required to be reported to a governmental authority under any Environmental Law, will promptly forward to Landlord copies of any notices received by Tenant relating to alleged violations of any Environmental Law, will promptly pay when due any fine or assessment against Landlord, Tenant or the Premises and 11.2. Notwithstanding remove or bond any provisions lien filed against the Premises relating to any violation of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Material.

Tenant’s Obligations. Tenant shallTenant, at its Tenant's sole cost and expense, shall keep each and maintain the Premises (including all non-structural interior portions, systems and equipment; interior surfaces of the Collective Leased Properties exterior walls; interior moldings, partitions and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Propertyceilings) in as good order order, condition and repairrepair as they were on the Commencement Date, reasonable wear and tear excepted and damage from fire and other casualties excepted. In the event that compliance with Laws is required after the Commencement Date, which is due in whole or in part to Tenant's specific use of the Premises (whether as opposed to general office use) and/or Tenant's specific actions or not inactions with respect to the need for such repairs occurs Premises, the cost of compliance shall be Tenant's sole responsibility. Likewise, in the event any governmental authority requires any alterations to the Building or the Premises as a result of Tenant's useparticular use of the Building or as a result of any alterations to the Premises by Tenant, Tenant shall be obligated for the cost of all such alterations. In the event such alterations involve the structural, mechanical, electrical, life safety or heating and air conditioning systems of the Building ("Structural Alterations"), Landlord shall make such repairs after Tenant deposits with Landlord an amount sufficient to pay for the cost thereof. In the event the alterations are not Structural Alterations, Tenant shall make the repairs, at Tenant's sole cost and expense. All such repairs shall be performed in accordance with Article 9. Tenant shall keep the Premises in a neat and sanitary condition and shall not commit any nuisance or waste on the Premises or in, on or about the Property. All uninsured damage or injury to the Premises or to the Property caused by Tenant installing, removing or transporting any furniture, fixtures, equipment or other property of Tenant, its agents, contractors, servants or employees shall be repaired, restored and replaced promptly by Tenant at its sole cost and expense to the satisfaction of Landlord. Tenant shall be solely responsible for, shall indemnify, protect and defend Landlord against and hold Landlord harmless from, any prior use, the elements penetrations or the age perforations of the Collective Leased Properties roof or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior exterior walls to the commencement Building caused by Tenant. It is the intention of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, Landlord and Tenant that Tenant shall be permitted to prosecute claims against Landlord's predecessors maintain the Premises in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesa first-class and fully operative condition. All repairs made by Tenant shall be at least equal in quality and workmanship to the original work (ordinary wear and tear excepted) and shall be made in a good, workmanlike and first-class manner, by Tenant in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such workLaws. Except as permitted by Section 4.5, The maintenance obligations of Tenant shall not take or omit to take any action, apply even if Tenant has vacated the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age passage of the Collective Leased Properties or Tenant's Personal Property, or any portion thereoftime), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); providedPROVIDED, howeverHOWEVER, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title title, as well as contractors and suppliers for breach of any representation or warranty made to or on behalf of Landlord Landlord, or for any latent defects in the Collective Leased PropertiesProperty. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which would materially impairs impair the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section SECTION 5.1.1 as to any of the Collective Leased Properties shall be limited, limited in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections SECTIONS 10.2 and AND 11.2. Notwithstanding any provisions of this Section SECTION 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4SECTION 4.3. Notwithstanding the foregoing, in the event that Landlord shall give notice to Tenant that Tenant is in default of its obligations under SECTION 5.1.1, such default shall not have arisen due to a casualty or a taking, or the requirements of Applicable Laws, and the cost of remedying such default shall exceed $1,000,000 (which amount shall be increased over the term of this Agreement by the increase in the Index from the Commencement Date to the date of such notice), then Landlord shall (at its sole discretion) either agree to provide to Tenant the funds necessary to cure such default, or excuse Tenant from curing such default. If Landlord shall agree to provide such funds then the Minimum Rent, as of the date(s) Landlord shall disburse the same, shall increase by one-twelfth of the product of (a) the amount of funds advanced multiplied by (b) the greater of (i) ten percent (10%) or (ii) the sum of the quoted per annum rate for fifteen year U.S. Treasury obligations on the date(s) of funding plus three hundred fifty (350) basis points; and the funds shall be disbursed upon receipt by Landlord of (i) lien waivers from all contractors performing the work for which such funds are provided, and (ii) evidence satisfactory to Landlord that all such work shall have been performed in a first-class manner and in compliance with Applicable Laws.

Tenant’s Obligations. To the fullest extent permitted by applicable Law, Tenant shallshall Indemnify the Indemnitees against any: (a) action, at negligence or willful misconduct of Tenant (and anyone claiming by or through Tenant) or its sole cost and expenseor their partners, keep each members, directors, officers, or employees; (b) failure of Tenant or its partners, members, directors, officers, or employees to act within the scope of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto duties of Tenant under this Lease; (and Tenant's Personal Propertyc) in good order and repair, reasonable wear and tear excepted Default or Event of Default by Tenant under this Lease; or (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for d) breach of any representation or warranty made to by Tenant in this Lease. In addition, Tenant shall Indemnify the Indemnitees against any claim arising out of the following during the Term and so long as Tenant remains in possession after the Expiration Date: (v) use, occupancy, control, management, operation, and possession of the Premises by Tenant and all Subtenants; (w) any Construction and any agreements that Tenant (or on behalf of Landlord or anyone claiming through Tenant) makes for any latent defects Construction; and (x) the condition of the Premises or any street, curb or sidewalk adjoining the Premises, or of any vaults, tunnels, passageways or space under, adjoining or appurtenant to the Premises excluding any conditions existing on the Commencement Date hereof. Notwithstanding anything to the contrary in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5this Lease, Tenant shall not take be required to Indemnify any Indemnitee regarding the Indemnitee's gross negligence or omit willful misconduct or for the acts or omissions of any Transit Agency, Rail Operator or Landlord’s Security Contractor. This paragraph does not apply to take Environmental Law and Hazardous Substances Discharges, which are covered elsewhere. Landlord’s Obligations . Landlord shall hold Tenant harmless from and against any actionand all loss, the taking cost, claims, liability, penalties, judgments, damages, and other injury, detriment, or omission expense (including Legal Costs, interest and penalties) suffered or incurred as a result of which materially impairs the value an Indemnitee's gross negligence or willful misconduct or the usefulness acts or omissions of any of the Collective Leased Properties Transit Agency, Rail Operator or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Landlord’s Security Contractor.

Tenant’s Obligations. 5.1.1 Tenant shall, at its sole cost and expense, except as otherwise set forth herein, keep each of the Collective Leased Properties and all private roadwaysProperty, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good working order and repair, reasonable wear and tear excepted (whether or not repair in accordance with the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Theme Park System Standards, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed and whether or not necessitated by wear and tear, acts of God, obsolescence or defects, latent or otherwise); provided, however, that Tenant and shall be permitted use all reasonable precautions to prosecute claims against Landlord's predecessors in title for breach of any representation prevent damage or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesinjury. All repairs shall be made in a good, workmanlike and first-class manner, consistent with the Theme Park Systems Standards, and in accordance with all applicable federal, state and local statutes, ordinances, by-by laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5Tenant shall further at all times maintain the Leased Property in an aesthetically pleasing manner. Tenant is not obligated to repair or replace any item listed on Schedule 5.1.1 which is part of the Leased Property and which was not in good order and working condition on the Effective Date. In addition to the foregoing, Tenant shall, at its sole cost and expense, comply with and perform any maintenance obligations and/or requirements set forth in any and all applicable agreements or permits concerning storm water control or drainage procedures. Notwithstanding anything to the contrary contained herein, Tenant shall not take be obligated to pay for the cost of, or omit to take repair any action, the taking or omission of which materially impairs the value or the usefulness of any item comprising a part of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 Property and which was not in good order and working condition as to any of the Collective Leased Properties shall be limitedEffective Date, except those items which are included in its normal and customary maintenance budget and those items which are included within the event of any casualty or Condemnation involving such Leased PropertyReserve, as set forth in Sections 10.2 Reserve Expenditures, Unforeseen Reserve Expenditures and 11.2. Notwithstanding any provisions of this Section 5.1 Unfunded Reserve Expenditures, to the contrary, Tenant's obligations with respect extent such funds are provided by Landlords and are added to Hazardous Substances are as set forth in Section 4.4Landlord’s Additional Investment.

Tenant’s Obligations. Tenant shallTenant, at its sole cost and expense, keep each of during the Collective Term hereof, shall maintain the Leased Properties Premises and all private roadwaysmake repairs thereto and replacements thereof so that the Leased Premises shall be in as good repair and operating condition as when delivered by Landlord to Tenant on the Commencement Date, sidewalks whether said repairs or replacements be usual or unusual, foreseen or unforeseen, ordinary or extraordinary, structural and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted non-structural (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties Premises or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary shall: (i) keep and appropriate repairs maintain in good order, condition, replacement and replacements thereto of repair the Leased Premises and each and every kind interior part thereof; and nature(ii) keep the alterations and improvements made by Tenant in good repair, whether interior or exterior, including structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Propertiesrepairs. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs or degrades the value or the usefulness of any of the Collective Leased Properties Premises or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties 5.02 shall be limited, in the event of any casualty Casualty or Condemnation involving such the Leased PropertyPremises, as set forth in Sections 10.2 Articles IX and 11.2X. Tenant shall have the non-exclusive right to prosecute claims against Landlord's predecessors-in-interest (other than any Affiliates of Landlord), contractors, subcontractors and suppliers for breach of any representation or warranty or for any latent defects in the Leased Premises, unless Landlord is already diligently pursuing such claims. Notwithstanding any provisions of this Section 5.1 provision contained herein, Tenant shall not be obligated to improve the contrary, Tenant's obligations with respect Leased Premises beyond the condition as delivered to Hazardous Substances are as set forth in Section 4.4Tenant by Landlord at the Commencement Date.

Tenant’s Obligations. Tenant shallshall not (a) use the Premises for any purpose other than the Permitted Use, or (b) do anything in or about the Premises that violates any of the Rules and Regulations, unreasonably interferes with or injures other occupants of the Project, or constitutes a common-law nuisance. Tenant, at its sole cost and expense, keep each shall comply with all Laws relating to (i) the operation of its business at the Project, (ii) the use, condition, configuration or occupancy of the Collective Leased Properties and all private roadwaysPremises, sidewalks and curbs appurtenant thereto or (and Tenant's Personal Propertyiii) the Tenant Systems. If, in good order and repairto comply with any such Law, reasonable wear and tear excepted Tenant must obtain or deliver any permit, certificate or other document evidencing such compliance, Tenant shall provide a copy of such document to Landlord promptly after obtaining or delivering it. If a change to any Landlord System or Common Area or the structure or roof of the Building becomes required under Law (whether or not the need for if any such repairs occurs requirement is enforced) as a result of any Tenant's use, any prior use-Insured Improvement (defined in Section 10.2.2), the elements installation of any trade fixture, the installation or the age operation of the Collective Leased Properties or Tenant's Personal Propertyany Exterior Equipment (defined in Section 1 of Exhibit F), or any portion thereof)particular use (as distinguished from general office use) of the Premises, Tenant, upon demand, shall, at Landlord’s option, either make such change at Tenant’s cost or pay Landlord the cost of making such change. As used herein, “Law” means any existing or future law, ordinance, regulation or requirement of any governmental authority having jurisdiction over the Project or the parties. Notwithstanding the foregoing, Tenant, at its expense, may contest any alleged violation in good faith, including by applying for and obtaining a waiver or deferment of compliance, asserting any defense allowed by Law, and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior appealing any order or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior judgment to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise)extent permitted by Law; provided, however, that Tenant (i) no cost or liability shall be permitted imposed upon Landlord (unless Tenant agrees to prosecute claims indemnify, defend and hold the Landlord Parties harmless from and against Landlord's predecessors in title for breach such cost or liability) as a result of such contest, (ii) after exhausting any representation rights to contest or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5appeal, Tenant shall not take perform or, at Landlord’s option, pay for any work necessary to comply with any final order or omit judgment, and (iii) nothing in this sentence shall extend any date by which Tenant is required to take any action, surrender the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as Premises to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Landlord.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each fulfill, observe and comply with all of the Collective Leased Properties terms and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result provisions of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutesenvironmental laws now in effect or hereinafter enacted ("Environmental Laws") which are applicable to Tenant's use and occupancy of the Property, including without limitation the Industrial Site Remediation Act (N.J.S.A. 13:1K-6 et seq.) ("ISRA") or any equivalent law or ordinance; as any of the same may be amended from time to time, and all rules, regulations, ordinances, by-lawsopinions, codes, rules orders and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take directives issued or omit to take any action, the taking promulgated pursuant thereto or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Usein connection therewith ("Environmental Laws"). Tenant's obligations under pursuant to this Section 5.1.1 as 10 shall apply to any conditions relating to Tenant's operations and/or possession or use of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth and to conditions arising during Tenant's possession or use of the Property whether pursuant to this Lease or otherwise. Tenant shall promptly deliver to Landlord any and all documentation reasonably acceptable to Landlord evidencing Tenant's compliance with Environmental Laws. Tenant shall not be required to undertake an environmental audit in Sections 10.2 order to document Tenant's compliance unless same is required by a governmental agency with jurisdiction over the Property and 11.2is related to Tenant's use and/or occupancy of the Property. Notwithstanding any provisions Tenant shall immediately provide Landlord with copies of this Section 5.1 all written correspondence, reports, notices, orders, findings, declarations and other materials pertinent to Tenant's compliance with Environmental Laws. If ISRA is applicable to (i) Tenant's use of the contraryProperty or (ii) the termination or expiration of the Lease, Tenant's obligations , at its sole cost and expense, shall, within the time period prescribed by applicable law with respect to Hazardous Substances "closing operations" or "transferring ownership or operations" (as said terms are as set forth defined in Section 4.4.ISRA) by Tenant, provide Landlord with a certified true copy of:

Tenant’s Obligations. Except for those portions of the Premises which shall be maintained, repaired and replaced by the Landlord as provided in Section 10.2 and elsewhere in this Lease, Tenant shall, at all times during the Term of this Lease, at its sole cost and expense, keep each keep, clean, maintain, repair and replace all interior, non-structural portions of the Collective Leased Properties Premises, including, without limitation, all exterior and interior windows (including, without limitation, plate glass windows), doors and entrances, floor coverings, and all private roadwaysexterior and interior signs and all interior walls, sidewalks partitions, fixtures, equipment, systems and curbs appurtenant thereto other appurtenances, including, without limitation, all electrical and lighting systems and fixtures, all plumbing systems and fixtures, all HVAC Systems in or serving the Premises (on which Tenant shall maintain a service and Tenant's Personal Propertymaintenance contract for regular service inspection, and emergency and extraordinary repair of the air conditioning unit(s) on the Premises), and the interior fire sprinkler system in good order the Premises, in good, clean, sanitary and safe order, condition and repair, reasonable ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's useexcepted. In furtherance thereof, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and Tenant shall promptly make all necessary and appropriate desirable repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructuralto the Premises, ordinary or and extraordinary, foreseen however the necessity or unforeseen desirability for repairs and replacements shall occur, and shall use all reasonable precautions to prevent waste, damage or arising by reason of a condition existing prior injury to the commencement of Premises, except for any repairs or replacements that are necessitated by the Term necessary for the Primary Intended Use (concealed negligence or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf misconduct of Landlord or for anyone claiming by, through or under Landlord. In connection with any latent defects in the Collective Leased Properties. All maintenance, repairs or replacements conducted by, through or under Tenant, Tenant shall be made in a good, workmanlike and first-class manner, in accordance comply with all applicable federal, state state, county and local statuteslaws and ordinances (including, ordinanceswithout limitation, by-lawsthe ADA), codes, and all rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of governmental authority having jurisdiction over the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Except as otherwise set forth in Section 3.01, Tenant shallshall pay or cause to be paid its Prorata Share of all charges for gas, water, sewer, electricity, light, heat/cooling, power, telephone or other communication service or other utility or service used, rendered or supplied to, upon or in connection with the Premises throughout the Demised Term. Tenant shall also procure or cause to be procured any and all necessary material permits, licenses or other authorizations required for the lawful and proper use, occupation and operation of the Leased Premises and for the lawful and proper installation and maintenance upon the Leased Premises of wires, pipes, conduits, tubes and other equipment and appliances for use in supplying any such service to or upon the Leased Premises. Landlord is not, nor shall it be, required to furnish to Tenant or any other occupant of the Leased Premises, during the Demised Term, any water, sewer, gas, heat, electricity, light, power or any other facilities, equipment, labor, materials or services of any kind whatsoever. Tenant shall be responsible, at its sole cost and expense, keep each for pest and insect control of the Collective Leased Properties Premises and the collection and removal of all private roadwaysrubbish, sidewalks garbage, and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not waste from the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof)Premises, and shall promptly make all necessary and appropriate repairs and replacements thereto not permit the accumulation of every kind and nature, whether interior any rubbish or exterior, structural garbage in or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement about any part of the Term necessary for the Primary Intended Use (concealed Premises or otherwise); provided, however, that Leased Premises. Tenant shall be permitted solely responsible for disposing of all Hazardous Materials (as hereinafter defined) so as to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects protect waste handlers and the public from exposure and such disposal shall comply with the requirements set forth in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except Environmental Laws (as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Usehereinafter defined). Tenant's obligations under this Section 5.1.1 as to disposal of Hazardous Materials and removal thereof from the Leased Premises shall be provided by Tenant's contractors, at Tenant's sole cost and expense. Under no condition shall Tenant store Hazardous Materials outside the Leased Premises or deposit any Hazardous Materials in trash receptacles serviced by the trash service provided by Landlord (if any) servicing any other part of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Premises.

Tenant’s Obligations. Tenant shall, at its sole cost and expense, ----- -------------------- or shall cause the Manager to, keep each of the Collective Leased Properties Property and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property, if any) in good order and repair, reasonable subject to ordinary wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's or the Manager's use, any prior use, the elements or the age of the Collective Leased Properties Property or Tenant's Personal Property, if any, or any portion thereof), and shall promptly make (or cause the Manager to make) all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall not be permitted obligated to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made make Capital Expenditures with respect to or on behalf of Landlord or for any latent defects in the Collective Leased PropertiesProperty. All repairs shall be made in a good, workmanlike manner, consistent with the Manager's and first-class mannerindustry standards for like hotels in like locales, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations Applicable Laws relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take (and shall cause the Manager not to take or omit to take) any action, the taking or omission of which would materially impairs and adversely impair the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective Primary Intended UsePermitted Use in accordance with the Franchise Agreement, the Hotel Standard **[Sea View --, and the Ground Lease]**. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties ------------- shall be limited, limited in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, 11.2 and Tenant's obligations with respect to ---------------------- Hazardous Substances are as set forth in Section 4.4.4.3. -----------

Tenant’s Obligations. Tenant shallcovenants, warrants and represents that -------------------- it shall not use, generate, place, store, release or otherwise dispose of, nor permit any of the Tenant Parties (as hereinafter defined) to use, generate, place, store, release or otherwise dispose of, any Hazardous Materials in, on, under or about the Premises or the Building except that ordinary and necessary quantities of lawful cleaning supplies may be kept and used in the Premises in a safe and lawful manner provided that same are kept and used solely for the purpose intended and in strict compliance with all applicable Environmental Laws. Tenant agrees at its sole cost expense to immediately remediate and expense, keep each of the Collective Leased Properties remove in strict compliance with all Environmental Laws any and all private roadwaysHazardous Materials at any time introduced in, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repairon, reasonable wear and tear excepted (whether under, from or not about the need for such repairs occurs as a result of Tenant's use, any prior usePremises, the elements Building or any adjacent properties by the age of the Collective Leased Properties Tenant, its successors or Tenant's Personal Propertyassigns, or its or their subtenants or licensees, or any portion thereofof its or their contractors, agents, servants, employees or invitees (collectively referred to herein as the "Tenant Parties"). To the fullest extent permitted by law, the Tenant agrees to indemnify and hold harmless the Landlord, and shall promptly make its property management agent, and their respective successors and assigns, and its or their officers, directors, stockholders, partners, members, agents, servants and employees, from and against any and all necessary liability, claims of liability, suits, actions, proceedings, judgments, penalties, fines, losses, damages, costs and appropriate repairs expenses (including without limitation any and replacements thereto all sums paid for settlement of every kind claims, attorneys' fees, consultants' fees and natureexpert fees) arising from or in connection with or as the result of (i) the presence, whether interior suspected presence, use, generation, storage, release or exteriordisposal of any Hazardous Materials in, structural on, under, from or nonstructuralabout the Premises, ordinary the Building, or extraordinary, foreseen any adjacent properties at any time caused by or unforeseen as the result of any acts or arising by reason of a condition existing prior to the commencement omissions of the Term necessary for the Primary Intended Use (concealed Tenant or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties other Tenant Parties, or (ii) any repair, cleanup, removal, remediation, detoxification or restoration of any such Hazardous Materials in, on, under, from or about the Premises, the Building, or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 adjacent properties at any time caused by or as to the result of any acts or omissions of the Tenant or any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4other Tenant Parties.

Tenant’s Obligations. Throughout the Term, Tenant shallshall ------------ -------------------- not commit, suffer or permit any damage or waste to the Common Area, and, at its sole cost and expense, keep each but subject to any obligations of Landlord expressly set forth herein, Tenant will care for, maintain and repair the Collective Leased Properties Premises, the fixtures and all private roadways, sidewalks and curbs appurtenant thereto (appurtenances therein and Tenant's Personal Property) in good order and repair, reasonable subject to ordinary wear and tear excepted (whether or not tear. Tenant shall be responsible for all repairs, interior and exterior, structural and non-structural, ordinary and extraordinary, in and to the Premises and the Building and the facilities and systems thereof, the need for such repairs occurs as a result which arises out of: (a) the performance or existence of Alterations; (b) the installation, use or operation of Tenant's use, any prior use, Property in the elements Premises; (c) the moving of Tenant's Property in or the age out of the Collective Leased Properties Building to the extent such movement causes damage; or Tenant's Personal Property(d) the act, misuse or neglect of Tenant or any portion thereof)of its subtenants or its or their employees, agents, contractors or invitees. In addition, Tenant, at its expense, shall promptly replace all scratched, damaged and broken doors and glass in and about the Premises, subject to ordinary wear and tear, and shall promptly make be responsible for (i) all necessary repairs, maintenance and appropriate replacement of wall and floor coverings in the Premises, (ii) the repair and maintenance of all sanitary and electrical fixtures therein, and (iii) all maintenance and repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a which may be necessary (in Landlord's discretion) in and within the Premises in order to keep same in the condition existing prior as of the Commencement Date of this Lease, ordinary wear and tear excepted. Tenant shall promptly make, at Tenant's expense, all repairs in or to the commencement Premises for which Tenant is responsible. Any repairs required to be made by Tenant to the mechanical, electrical, sanitary, heating, ventilating, air conditioning, or other systems of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant Building shall be permitted to prosecute claims against performed only by contractor(s) designated by Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All such repairs shall be made performed at such times and in a good, workmanlike and first-class manner, in accordance such manner as shall cause the least interference with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any operation of the Collective Leased Properties central systems of the Building and the use of the Building by other occupants. All such repairs shall be subject to the supervision and control by Landlord, for which Landlord may charge Tenant a reasonable fee. Any other repairs in or any part to the Building and the facilities and systems thereof for its respective Primary Intended Use. which Tenant is responsible shall be performed by Landlord at Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4expense.

Tenant’s Obligations. Neither Tenant shallnor its agents, at its sole cost employees or contractors shall cause or permit Hazardous Materials to be brought upon, kept, or stored in, on or about the premises, the building except as permitted under and expense, keep each in full compliance with all environmental laws. If Tenant obtains knowledge of the Collective Leased Properties and all private roadwaysactual or suspected release of Hazardous Material, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and then Tenant shall promptly make all necessary and appropriate repairs and replacements thereto notify Landlord of every kind and nature, whether interior such actual or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that suspected release. Tenant shall be permitted to prosecute claims immediately notify Landlord of any inquiry, test, investigation or enforcement proceeding by or against Tenant involving a release. If Tenant or its agents, employees or contractors shall cause or permit a release, then Tenant shall promptly notify Landlord of such release and immediately begin investigation and remediation of such release, as required by all environmental laws. Tenant shall indemnify, defend and hold Landlord harmless from and against Landlord's predecessors in title for Environmental Damage (as hereinafter defined) arising out of or related to Tenant's breach of any representation or warranty made to or on behalf the covenants contained in this subparagraph (ii) from and after June 25, 1996. For the purpose of Landlord or for any latent defects this Lease, "Landlord's Environmental Damages" shall mean: (1) all claims, judgments, damages, penalties, fines, costs, liabilities and losses (including, without limitation, diminution in the Collective Leased Properties. All repairs shall be made value of the building or premises, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the premises; (2) all sums paid for settlement of claims, attorneys fees, consultant's fees and expert's fees; and (3) all costs incurred by Landlord in a goodconnection with investigation of Hazardous Material (as defined herein) upon, workmanlike about or beneath the building or premises, the preparation of any feasibility studies or reports and first-class mannerthe performance of any cleanup, in accordance with all applicable remediation, removal or restoration work required by any federal, state and or local statutes, ordinances, by-laws, codes, rules and regulations relating governmental agency or political subdivision necessary for Landlord to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any make full economic use of the Collective Leased Properties premises, or any part thereof for its respective Primary Intended Useotherwise required under this Lease. Tenant's obligations obligation under this Section 5.1.1 as to any of subparagraph shall survive the Collective Leased Properties shall be limited, in the event of any casualty expiration or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions termination of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Lease.

Tenant’s Obligations. Tenant shallshall immediately notify Landlord in writing of (a) any enforcement, at its sole cleanup, removal or other governmental or regulatory action instituted, completed or threatened pursuant to any Hazardous Materials Laws; (b) any claim made or threatened by any person against Landlord, or the Premises or the Project, relating to damage, contribution, cost recovery, compensation, loss or injury resulting from or claimed to result from any Hazardous Materials; (c) any reports made to any environmental agency arising out of or in connection with any Hazardous Materials in, on or about the Premises or with respect to any Hazardous Materials removed from the Premises, including, any complaints, notices, warnings, reports or asserted violations in connection therewith; and expense(d) any release of a Hazardous Material that Tenant knows or has reason to believe has or will come to be released or located within, keep each of on, under or about the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto Premises or the Project (and except for Tenant's Personal PropertyNormal Usage). Tenant shall also provide to Landlord, as promptly as possible, and in any event within five (5) Business Days after Tenant first receives or sends the same, copies of all claims, reports, complaints, notices, warnings or asserted violations relating in good order and repair, reasonable wear and tear excepted (whether or not any way to the need for such repairs occurs as a result of Tenant's use, any prior use, the elements or the age of the Collective Leased Properties Premises or Tenant's Personal Propertyuse thereof, Upon written request of Landlord (to enable Landlord to defend itself from any claim or charge related to any portion thereofHazardous Materials Law), and Tenant shall promptly make deliver to Landlord notices of hazardous waste manifests reflecting the legal and proper disposal of all necessary such Hazardous Materials removed or to be removed from the Premises. All such manifests shall list the Tenant or its agent as a responsible party and appropriate repairs and replacements thereto of every kind and naturein no way shall attribute responsibility for any such Hazardous Materials to Landlord. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing Tenant agrees to deliver to Landlord prior to the commencement Commencement Date, a list identifying each type of Hazardous Material (except as to Tenant's Normal Usage) to be present on the Term necessary for Premises and setting forth any and all governmental approvals or permits required in connection with the Primary Intended Use presence of Hazardous Materials on the Premises (concealed or otherwise"Tenant Hazardous Materials List"); provided, however, that . Tenant shall be permitted deliver to prosecute claims against Landlord's predecessors in title for breach of Landlord an updated Tenant Hazardous Materials List at least once a year and shall also deliver an updated list before any representation or warranty made to new Hazardous Materials are brought onto the Premises or on behalf of Landlord or for before the date Tenant obtains any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take additional permits or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4approvals.