Common use of Tenant Clause in Contracts

Tenant. To the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereof.

Tenant. To Tenant shall have the maximum extent this agreement may right to construct a trench on the Site in a location to be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced mutually agreed upon by Landlord relating and Tenant and install certain connecting telecommunications equipment in the trench in order to or arising out of Tenant’s useconnect certain telecommunications equipment located on the property addressed at 3950 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, occupancy▇▇▇ ▇▇▇▇▇▇, operation, maintenance or management of ▇▇▇▇▇▇▇▇▇▇ ▇▇ certain equipment in the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereofDemised Premises; provided, however, that such rights granted to Tenant are subject to (xa) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct approval of Landlord or Landlord’s contractorsall applicable governmental agencies, licensees(b) Tenant's compliance with all applicable laws, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (yc) in no event Landlord and Tenant entering into a commercially reasonable license agreement which, among other things, shall Tenant provide: (i) Landlord with the right to approve the size and location of the trench, the specifications for the equipment to be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below installed in the event trench, and the contractors who will be performing such work on behalf of a holdover by the Tenant). This indemnity and hold harmless agreement , (ii) that Landlord shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or be reimbursed for the costs it incurs in connection with any Landlord's review of plans and drawings for Tenant's proposed work and Landlord's oversight of the construction of such claim or proceeding brought thereonwork, (iii) Landlord with a commercially reasonable indemnity and releases of liability from Tenant; (iv) that Tenant's right to construct the trench and to use the connecting telecommunications equipment are subject to the reasonable rules and regulations governing such construction and use which Landlord may establish from time-to-time, and (v) upon Landlord's request, Tenant shall remove the defense thereofconnecting telecommunications equipment from the trench and restore the portion of the Site on which Tenant constructed the trench to the condition such portion of the Site existed immediately prior to Tenant's installation of the trench.

Tenant. To the maximum extent this agreement may be made effective according to law, and except Except as otherwise expressly provided in this Leaserequired of Landlord, Tenant agrees shall, at Tenant’s expense, keep and maintain the Premises, including but not limited to indemnify all entry doors, damage to entry doors occasioned by theft or vandalism, furnishings, lighting, trade fixtures, above-ground plumbing and save harmless Landlordconduits beginning at the point of entry into the Premises, Landlord Responsible Parties windows, glass and plate glass, doors, interior walls and finish work, floor surfaces and floor coverings, sprinkler and fire protection systems (which shall be in good working order as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from Commencement Date and against in compliance with all costsApplicable Laws), expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, and routine maintenance or management and repairs of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties HVAC System (collectively, together with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion replacement of the Premises during the Term applicable to that portion of HVAC System exclusively 23134410.6 servicing the Premises and installed by Tenant), in good and sanitary condition and repair and in compliance with all Applicable Laws. Tenant shall permit no waste, except normal wear and tear. Tenant shall also be responsible for arranging janitorial services for the Premises and the cost thereof. Tenant shall promptly notify Landlord, in writing, of any further period during known defective condition which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or Landlord is required to repair, and failure to comply so report such known defects in a commercially reasonable time and manner shall make Tenant responsible to Landlord for any increased liability incurred by Landlord by reason of such failure to report the known defective condition. Any contractor selected by Tenant in connection with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out performance of Tenant’s use, occupancy, operation, maintenance obligations under this Section in or management about the Premises or the Building shall require prior written approval of the Premises to Landlord which Landlord approval shall not be unreasonably withheld, conditioned or its employees or agents are made delayed, such approval shall require, at a party without fault on its partminimum, whether commenced by or against Tenant; or (v) arising out L▇▇▇▇▇▇▇’s receipt of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, Certificate of General Liability Insurance adding the Agent and is not so the Landlord as additionally insured, but only proof that the contractor is duly licensed and permitted in the municipality where the Premises is located, to the extent such licensing and permitting is required by such municipality, acknowledgment and agreement by the contractor that all work shall be done with good workmanship and in accordance with current building codes and ordinances, and with agreement to adhere to any other reasonable standards imposed by Landlord for the protection and preservation of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) Building and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofPremises.

Tenant. To During the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this LeaseTerm hereof, Tenant agrees shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature prior to the extentLease Commencement Date and annually thereafter before the expiration of each policy: (1) Commercial general liability insurance for the benefit of Tenant and Landlord as an additional insured, with a limit of not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrence, against claims for personal injury liability including, without limitation, bodily injury, death or property damage liability and covering (i) arising from the use, occupancy, operation, maintenance or management of the Premises business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or Tenant’s contractorsconstruction on or about the Premises, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties and (collectively, with Tenant, “Tenant Responsible Parties”iii) during the Termcontractual liability; (ii2) arising from any accidentFire, physical injury or physical damage occurring extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on any portion the Premises for not less than one hundred percent (100%) of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premisesactual replacement value thereof; (iii3) arising from Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. Each insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Landlord with at least thirty (30) days prior written notice of any material change, non-renewal or cancellation of the policy, shall be in a form satisfactory to Landlord and shall be taken out with an insurance company authorized to do business in the State in which the Project is located and rated not less than Best's Financial Class X and Best's Policy Holder Rating "A". In addition, any insurance policy obtained by Tenant shall be written as a primary policy, and shall not be contributing with or in excess of any coverage which Landlord may carry, and shall have loss payable clauses satisfactory to Landlord and in favor of Landlord naming Landlord, and any other party reasonably designated by Landlord, as an additional insured. The liability limits of the above described insurance policies shall in no matter limit the liability of Tenant under the terms of Section XV. below. Not more frequently than every two (2) years, if, in the reasonable opinion of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant’s or Tenant Responsible Parties’ use , in order to maintain the level of Hazardous Materials during insurance protection comparable to the protection afforded on the date the Term or violation commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIV., then Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to procure and maintain such insurance, the cost of or which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure of Tenant to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from this Section, Landlord is deemed a co-insurer by its insurance carrier, then any litigation loss or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to damage which Landlord or its employees or agents are made a party without fault on its part, whether commenced shall sustain by or against Tenant; or (v) arising out reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, ▇▇▇▇ therefor and is not so insured, but only to the extent evidence of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofloss.

Tenant. To Tenant shall not make any alterations to or modifications of the maximum extent this agreement may Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approvals shall not be made effective according to lawunreasonably withheld or delayed. Landlord's consent shall not be required for non-structural interior improvements costing less than $10,000 in any calendar year. Plans are required. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and except as otherwise expressly provided in this Leasegovernmental charges related thereto), Tenant agrees to indemnify and save harmless using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord Responsible Parties (as hereinafter defined) approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any Mortgagee providing financing with respect to such modifications or alterations or the construction of any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: such improvements until (i) arising from the useall required governmental approvals and permits shall have been obtained, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accidentall requirements regarding insurance imposed by this Lease have been satisfied, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use shall have given Landlord at least five business days prior written notice of Hazardous Materials during the Term or violation its intention to commence such work so that Landlord may post and file notices of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; non-responsibility, and (iv) arising from if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount reasonably satisfactory to Landlord to cover any litigation or proceeding not commenced by Landlord perils relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced proposed work not covered by or against Tenant; or (v) arising out of a risk which is required to be insured insurance carried by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in Article 9. In no event shall Tenant make any modifications, alterations or improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises without Landlord's approval which shall not be liable under this indemnity for indirect or consequential damages (except that nothing unreasonably withheld. As used in this Subsection 4.5.1 Article, the term "modifications, alterations and/or improvements" shall have any impact on include, without limitation, the Landlord’s rights specified in Article VII below in installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereoflike.

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

Tenant. To By entry hereunder and subject to completion of the maximum extent this agreement may be made effective according to lawconstruction of the initial Landlord’s Improvements, Tenant accepts the Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant’s sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair, and except as otherwise expressly provided in this Leaseshall, Tenant agrees to indemnify when and save harmless Landlordif needed, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or at Tenant’s contractorssole cost and expense, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable make all repairs to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of every part thereof, including, without limitation, Tenant’s trade fixtures, installations, equipment and other personal property items within the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity Tenant shall not include be obligated to make any cost or damage structural changes to the extent arising from any negligent act Premises unless caused by Tenant or omission or willful misconduct of Landlord or LandlordTenant’s contractorsalterations, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant by obligated to remove ACM as disclosed by Landlord. All such repairs, maintenance and replacements by Tenant shall be liable under this indemnity for indirect performed in a good and workmanlike manner. Tenant shall, upon the expiration or consequential damages (except that nothing sooner termination of the term hereof, surrender the Premises to Landlord in this Subsection 4.5.1 the same condition as when received, usual and ordinary wear and tear and acts of God excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any impact on part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be responsible for repairing any area damaged by Tenant, Tenant’s agents, employees, invitees and visitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant’s cost and expense and at such time and in such manner as Landlord may reasonably designate, (b) by contractors or mechanics reasonably approved by Landlord’s rights specified , (c) so that same shall be at least equal in Article VII below quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain and/or repair the Premises in accordance with the obligations under the Lease, Landlord shall have the right, but not the obligation, to enter the Premises and perform such maintenance and/or repairs at Tenant’s sole cost and expense (including a holdover by Tenantsum for overhead to Landlord equal to five (5%) of the cost of the maintenance, repairs or refurbishing). This indemnity Tenant shall maintain written records of maintenance and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costsrepairs, expenses and liabilities incurred or in connection with as required by any such claim or proceeding brought thereonApplicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant for the defense thereofPremises. Tenant shall bear the cost of replacement of lamps, starters and ballasts for the lighting fixtures within the Premises.

Tenant. To If (a) the maximum extent this agreement may be made effective according provisions of a Third Party Lease grant to law, and except as otherwise expressly provided in this Lease, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties as tenant thereunder, the right to obtain a Third Party Lease Non-disturbance Agreement and (as hereinafter definedb) and Landlord, at any Mortgagee providing financing time after the date hereof, receives notice from the applicable Third Party Lessor that such Third Party Lessor intends to enter into a Fee Mortgage with respect to any portion the Fee Estate subject to such Third Party Lease, then Landlord shall so inform Tenant and shall use its reasonable best efforts to cause the prospective holder of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature Fee Mortgage to enter into a Non-disturbance Agreement with Landlord on such prospective holder's customary form. Anything to the extent: (i) arising from the usecontrary contained herein notwithstanding, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but Landlord's failure to obtain a Third Party Lease Non-disturbance Agreement shall in no event be deemed hereunder to be a default by Landlord under the applicable Third Party Lease or hereunder. Unless Landlord obtains a new lease from the applicable Third Party Lessor pursuant to the preceding provisions, upon any Landlord Responsible Parties (collectivelytermination or expiration of a Third Party Lease, with the Property subject to such Third Party Lease shall be deemed deleted from this Restated Lease and, provided that such expiration or termination was not caused, directly or indirectly, by the acts or omissions of Tenant, “Tenant Responsible Parties”) during Subtenant or their respective agents, contractors, employees, licensees or invitees, the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable Fixed Rent shall be adjusted to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply reflect such deletion in accordance with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereonFixed Rent Adjustment Procedures, and the defense thereofamounts held pursuant to this Restated Lease on account of advanced Real Estate Tax payments pursuant to Article 4 shall be adjusted accordingly.

Tenant. To the maximum fullest extent this agreement may be made effective according to allowed by law, and except as to the extent the same is otherwise expressly provided waived by Landlord under this Lease (including, without limitation, in Section 5.5 hereof), Tenant shall, at all times, indemnify and save Landlord, and its members, directors, officers, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all loss, cost or damage, including, without limitation, reasonable attorneys' fees, incurred or sustained by any of them that is brought by third parties against them in connection with (i) the conduct or management, or from any work or things whatsoever done in or about the Demised Premises during the Term; (ii) any condition of the Demised Premises arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties or (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (iiii) arising from the useany negligence of Tenant, occupancyits directors, operationofficers, maintenance or management of the Premises by Tenant or Tenant’s shareholders, contractors, subtenantssubcontractors, licensees, inviteessub-subcontractors (other than Landlord or its subcontractors or sub-subcontractors), agents, servants or employees or others for whom Tenant is legally responsibleinvitees, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) or arising from any accident, physical injury or physical damage occurring on whatsoever caused to any portion of the Premises person or entity during the Term applicable Term, in or about the Demised Premises. The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to that portion death, bodily or personal injury or property damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the Premises provisions of Article 5 hereof. Anything in this Section 19.3(a) to the contrary notwithstanding, Tenant's indemnification obligations as aforesaid shall not apply to any claims, costs, liabilities, actions and any further period during damages which Tenant retains occupancy arise as a result of that portion (1) the negligence or wrongful acts or omissions of Landlord (or its members, partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees); or (2) the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use failure of Hazardous Materials during the Term or violation of or failure Landlord to comply with a provision of this Lease or the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofWork Letter.

Tenant. To the maximum extent this agreement may be made effective according to lawTenant shall at all times indemnify, defend and hold Landlord and Landlord's mortgagee(s), beneficiaries, partners, and except as otherwise expressly provided managing agent harmless against and from any and all claims, costs, liabilities, actions and damages (including, without limitation,'reasonable attorneys' fees and costs) by or on behalf of any person or persons, firm or firms, corporation or corporations, to the extent arising from the conduct or management, or from any work or things whatsoever done in or about the Demised Premises during the Term, and will further indemnify, defend and hold Landlord harmless against and from any and all claims arising during the term of this Lease, to the extent arising from any condition of the Improvements or any curb or sidewalk adjoining the Demised Premises, or of any passageways or space therein or appurtenant thereto, or to the extent arising from any breach or default on the part of Tenant agrees in the performance of any covenant or agreement on the part of Tenant to indemnify and save harmless Landlordbe performed, Landlord Responsible Parties (as hereinafter defined) and pursuant to the terms of this Lease, or arising from any Mortgagee providing financing with respect negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any portion person, firm or corporation occurring during the term of this Lease, in or about the Premises Demised Premises, or upon the sidewalk and the land adjacent thereto, and from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costsattorney's fees, expenses and liabilities incurred in or in connection with about any such claim or action or proceeding brought thereonthereto; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action proceeding by counsel reasonably satisfactory to Landlord. The indemnity obligations of Tenant under this Section 19.3(a) which relate directly or indirectly to death, bodily or personal injury or property damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5. Notwithstanding anything contained herein to the contrary, Tenant's obligations to indemnify, defend and hold Landlord harmless against and from any and all claims, costs, liabilities, actions and damages shall not apply to any claims, costs, liabilities, actions and damages to the defense thereofextent arising as a result of (i) the negligence or willful misconduct or omissions of Landlord; and/or (ii) the failure of Landlord to comply with a provision of this Lease.

Tenant. To Tenant shall not make any alterations to or modifications of the maximum extent this agreement may Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be made effective according to lawunreasonably withheld. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and except as otherwise expressly provided in this Leasegovernmental charges related thereto), Tenant agrees to indemnify and save harmless using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord Responsible Parties (as hereinafter defined) approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality . Tenant shall not commence the making of any Mortgagee providing financing with respect to such modifications or alterations or the construction of any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: such improvements until (i) arising from the useall required governmental approvals and permits shall have been obtained, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accidentall requirements regarding insurance imposed by this Lease have been satisfied, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use shall have given Landlord at least five business days prior written notice of Hazardous Materials during the Term or violation its intention to commence such work so that Landlord may post and file notices of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; non-responsibility, and (iv) arising from if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord to cover any litigation or proceeding not commenced by Landlord perils relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced proposed work not covered by or against Tenant; or (v) arising out of a risk which is required to be insured insurance carried by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in Article 9. In no event shall Tenant be liable under this indemnity for indirect make any modifications, alterations or consequential damages (except that nothing improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this Subsection 4.5.1 Article, the term "modifications, alterations and/or improvements" shall have any impact on include, without limitation, the Landlord’s rights specified in Article VII below in installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereoflike.

Tenant. To (i) shall carry on the maximum extent this agreement may business of producing the Renaissance Faire diligently and continually in the Premises throughout the Term and shall cause such business to be made effective according conducted in the Premises during such hours as the Renaissance Faire has typically operated in the State of California for the past three (3) years. Tenant shall operate the Renaissance Faire in the specified areas of the Premises set forth on the site plan attached hereto as EXHIBIT A. Tenant shall not operate the Renaissance Faire in any area outside of the specified areas as shown on the site plan, nor allow any of the Renaissance Faire activities or employees, customers, invitees, vendors or agents to lawenter onto or conduct any activity whatsoever in any area outside of such specified areas. (ii) may, and except as otherwise expressly provided in from November 29, 2000 through the termination of this Lease, maintain temporary structures and use portions of the premises for storage purposes as set forth in the Conditions of Approval. (iii) agrees that at all times during the Term of this Agreement (including nights, weekends and holidays), an officer or employee of Tenant agrees shall be located on the Premises, shall make periodic inspections of the Premises and shall immediately report to indemnify Landlord or the police, if appropriate, if such person notices any theft, vandalism, loitering, broken utility lines or other damage occurring or located on the Premises. The officer or employee remaining on the Premises shall also be responsible for landscape up-keep, including, but not limited to, weed abatement to prevent fire hazards, litter pick-up, and save harmless Landlordmaintenance of shrubs in a neat, orderly and safe condition. Tenant and its officer or employee remaining on the Premises shall fully cooperate with City's Code Compliance Technicians in maintaining the Premises in a manner so as not to create a nuisance or violate the Vacaville Municipal Code. Any reports to Landlord Responsible Parties shall be made by contacting ▇▇▇ ▇▇▇▇▇▇▇▇▇, at (as hereinafter defined707) 449-5660, and any Mortgagee providing financing with respect by faxing written notice to Landlord at its facsimile number set forth in the Lease. Tenant shall not use any portion of the Premises from for the purpose of operating a Renaissance Faire, haunted house or for any other activity, except for the general maintenance and against all costsup-keep provisions, expensesabove, liabilitiesduring the Off-Season. At the discretion of Landlord, claimsa home, losscurrently existing on the Premises, may be used solely by officers or damage employees of whatever nature Tenant for residential purposes in furtherance of Tenant's monitoring obligations under this Agreement. (iv) shall not make any alterations, additions or improvements to the extent: Premises, Storage Area or the Homes. On or prior to November 30, 2000, at Tenant's sole cost and expense, Tenant shall (i) arising remove from the use, occupancy, operation, maintenance Premises any signage or management of other advertising or promotional material for the Renaissance Faire or any other activity conducted at the Premises by Tenant under any previous Lease, and patch and repair any damage caused by or resulting from Tenant’s contractors's removal of such signage and material, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising remove all Tenant Property from the Vacated Premises, repair any accidentdamage resulting from such removal and otherwise leave the Vacated Premises in the condition required under the prior Lease, physical injury and (iii) surrender possession of the Vacated Premises. If Tenant fails to comply with these obligations, and without waiving or physical damage occurring on limiting any other remedy available, Landlord may enter upon any portion of the Premises during and remove the Term applicable to that portion same at Tenant's expense. Tenant shall not install any signage or other advertising or promotional material on any part of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofOff-Season."

Tenant. To Notwithstanding any Transfer, Tenant shall remain fully responsible and liable for the maximum extent payment of the Rent and for compliance with all of Tenant’s other obligations under this agreement may be made effective according to lawLease from and after such Transfer (even if future Transfers occur after the Transfer by Tenant, and regardless of whether or not Landlord’s Approval has been obtained for those future Transfers), except as otherwise expressly provided in that Tenant shall be relieved from any obligations arising under this Lease, Tenant agrees to indemnify Lease after the date of a Transfer if and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion only if all of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extentfollowing occur: (ia) arising from the use, occupancy, operation, maintenance or management Tenant has notified Landlord of the Premises name and address of the Tenant Transferee and the Controlling Person, if any, of such Tenant Transferee by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Termtime of the Transfer; (iib) arising from any accident, physical injury Such Transfer is a Permitted Transfer or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premisesis otherwise Approved by Landlord; (iiic) The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising from on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the form of the Assignment and Assumption Agreement Approved by Landlord, which Approval shall be limited to the question of whether such instrument, when duly executed, will accomplish its intended purposes under this Lease (the “Assignment and Assumption Agreement”); (d) As of the date of the Transfer the Tenant Transferee or any Person who is a Controlling Person of Tenant Transferee is not a Prohibited Person; and (e) As of the date of the Transfer (after giving effect to the Transfer), the Tenant Transferee meets the Financial Test as of the end of the fiscal quarter ending immediately preceding such date. The Tenant Transferee’s satisfaction of the Financial Test (after giving effect to the Transfer) shall be evidenced by (and be deemed satisfied by) (i) representations to that effect by the Tenant Transferee in the Assignment and Assumption Agreement and (ii) a letter addressed and delivered to Landlord and Tenant (at Tenant’s or the Tenant Responsible Parties’ use Transferee’s expense) from a firm of Hazardous Materials during the Term independent, certified public accountants of recognized national or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s useregional standing and stating that, occupancy, operation, maintenance or management based upon an audit of the Premises Tenant Transferee (after giving actual or pro forma effect to which Landlord or its employees or agents are the Transfer) made a party without fault on its partin accordance with generally accepted auditing standings, whether commenced by or against Tenant; or (v) arising out in such firm’s opinion the Financial Test is/was met as of a risk which is required the date of the Transfer, such letter to be insured by Tenant or its contractors pursuant subject to Subsection 3.6.1 hereof, such qualifications and is not so insured, but only to the extent assumptions as are usual and customary at that time for opinions of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofauditing firms.

Tenant. To the maximum extent this agreement may be made effective according to law, and except Except as otherwise expressly provided in this Leaseset forth herein, Tenant agrees shall have the right to indemnify and save harmless assign, mortgage, sublease or otherwise transfer its interest in the Leased Premises with the prior consent of Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costswhich consent shall not be unreasonably withheld, expenses, liabilities, claims, loss, conditioned or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereofdelayed; provided, however, that no such assignment or transfer shall relieve Tenant of any obligations or liability hereunder without the written consent of Landlord. If this Lease be assigned or transferred, or if all or any part of the Leased Premises be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant under the Lease (x) after expiration of all applicable notice and cure periods), collect rent from the assignee, transferee, subtenant or occupant, and apply the net amount collected to the rent reserved herein, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any agreement, term, covenant or condition hereof, or the acceptance of the assignee, transferee, subtenant or occupant as tenant, or a release of Tenant from the performance or further performance by Tenant of the agreements, terms, covenants and conditions hereof, and Tenant shall continue liable hereunder in accordance with the agreements, terms, covenants and conditions hereof. The consent by Landlord to an assignment, mortgage, pledge, encumbrance, transfer or subletting shall not in any wise be construed to relieve Tenant from obtaining the express consent in writing of Landlord to any further assignment, mortgage, pledge, encumbrance, transfer or subletting. Notwithstanding the foregoing indemnity or anything to the contrary contained herein, Tenant shall have the right without the consent of Landlord to assign its rights, privileges and obligations under this Lease to any entity which controls, is controlled by, or is under common control with Tenant, or to any entity which merges or consolidates with or acquires all or substantially all of the assets and liabilities of Tenant; provided that if the assignee has a net worth less than Tenant's net worth as of the date of this Amendment, Tenant shall obtain the prior written consent of Landlord to such assignment. Tenant shall deliver to Landlord a copy of the assignment agreement within thirty (30) days after the execution thereof, together with copies of financial statements and other documents as reasonably requested by Landlord. In addition, Tenant shall have the right to sublet all or a part of the Leased Premises with the prior consent of Landlord, which consent shall not include be unreasonably withheld, conditioned or delayed; provided that any cost or damage such sublease shall be subordinate to the extent arising from terms of this Lease. Landlord and Tenant shall share equally in any negligent act net rent payable to Tenant under the sublease or omission any assignment which is over and above the rent that Tenant is already obligated to pay to Landlord under the Lease for the space that is being subleased or willful misconduct of assigned by Tenant, so that Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below share equally in the event net profits, if any, made by Tenant under the sublease or assignment. For the purposes of a holdover this Section, "control" of any entity shall be deemed to be vested in the person owning, directly or indirectly, more than 50% of the voting power in and to such entity. The term "net rent" shall mean the excess rental less, on an amortized basis over the term of the sublease or assignment, any brokerage commission, any tenant improvement allowance or construction costs and any reasonable attorney's fees incurred by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or Tenant in connection with such subletting or assignment. Any sublease of all or any such claim or proceeding brought thereonportion of the Leased Premises shall be subordinate to the terms of this Lease, and Tenant shall furnish to Landlord a fully executed original counterpart of such sublease within ten (10) days after execution thereof. Tenant shall not directly or indirectly collect or accept any payment of rent (other than additional rent) under any sublease more than one month in advance of the defense thereofdate when the same shall become due.

Tenant. To Notwithstanding any Transfer, Tenant shall remain fully responsible and liable for the maximum extent payment of the Rent and for compliance with all of Tenant’s other obligations under this agreement may be made effective according to lawLease from and after such Transfer (even if future Transfers occur after the Transfer by ▇▇▇▇▇▇, and regardless of whether or not Landlord’s Approval has been obtained for those future Transfers), except as otherwise expressly provided in that Tenant shall be relieved from any obligations arising under this Lease, Tenant agrees to indemnify Lease after the date of a Transfer if and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion only if all of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extentfollowing occur: (ia) arising from the use, occupancy, operation, maintenance or management ▇▇▇▇▇▇ has notified Landlord of the Premises name and address of the Tenant Transferee and the Controlling Person, if any, of such Tenant Transferee by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Termtime of the Transfer; (iib) arising from any accident, physical injury Such Transfer is a Permitted Transfer or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premisesis otherwise Approved by Landlord; (iiic) The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising from on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the form of the Assignment and Assumption Agreement Approved by Landlord, which Approval shall be limited to the question of whether such instrument, when duly executed, will accomplish its intended purposes under this Lease (the “Assignment and Assumption Agreement”); (d) As of the date of the Transfer the Tenant Transferee or any Person who is a Controlling Person of Tenant Transferee is not a Prohibited Person; and (e) As of the date of the Transfer (after giving effect to the Transfer), the Tenant Transferee meets the Financial Test as of the end of the fiscal quarter ending immediately preceding such date. The Tenant Transferee’s satisfaction of the Financial Test (after giving effect to the Transfer) shall be evidenced by (and be deemed satisfied by) (i) representations to that effect by the Tenant Transferee in the Assignment and Assumption Agreement and (ii) a letter addressed and delivered to Landlord and Tenant (at Tenant’s or the Tenant Responsible Parties’ use Transferee’s expense) from a firm of Hazardous Materials during the Term independent, certified public accountants of recognized national or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s useregional standing and stating that, occupancy, operation, maintenance or management based upon an audit of the Premises Tenant Transferee (after giving actual or pro forma effect to which Landlord or its employees or agents are the Transfer) made a party without fault on its partin accordance with generally accepted auditing standings, whether commenced by or against Tenant; or (v) arising out in such firm’s opinion the Financial Test is/was met as of a risk which is required the date of the Transfer, such letter to be insured by Tenant or its contractors pursuant subject to Subsection 3.6.1 hereof, such qualifications and is not so insured, but only to the extent assumptions as are usual and customary at that time for opinions of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofauditing firms.

Tenant. To the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee mortgagee providing financing with respect to any portion the Property of the Premises which Tenant has received notice from and against all costs, expenses, liabilities, claims, loss, or and damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance occupancy or management operation of the Premises and/or the Common Areas by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties responsible (collectively, with Tenant, “Tenant Responsible Parties”) during the TermTerm and any further period during which Tenant retains occupancy of the Premises or the use or occupancy of the Property by Tenant or Tenant Responsible Parties during the Term and any further period during which Tenant or any Tenant Responsible Party retains occupancy of the Premises; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises;or an Extended Term; or (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereofMaterials; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing damages, but the limitation in this Subsection 4.5.1 clause (y) shall have any impact on not apply to the Landlord’s rights specified indemnity set forth in Article VII below in the event of a holdover by Tenant)Section 4.3 entitled “Hazardous Materials”. This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereof, and the enforcement of rights under this indemnity.

Tenant. To By entry hereunder, Tenant accepts the maximum extent this agreement may be made effective according Premises as being in good and sanitary order, condition and repair. Tenant, at Tenant's sole cost and expense, shall keep, maintain and preserve the Premises in first class condition and repair (including contracting with a professional, insured janitorial service provider to lawprovide janitorial services to the Project five (5) days per week, which janitorial services shall include interior and exterior window washing and cleaning all bathrooms in the Building) and shall, when and if needed, at Tenant's sole cost and expense, make all repairs to the Premises and the restrooms in the Building, and except every part thereof, including, without limitation, Tenant's trade fixtures, installations, equipment and other personal property items within the Premises. All such repairs, maintenance and replacements by Tenant shall be performed in a good and workmanlike manner. Tenant shall, upon the expiration or sooner termination of the Term hereof, surrender the Premises to Landlord in the same condition as otherwise expressly provided in this Leasewhen received, usual and ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion Tenant respecting the condition of the Premises from or the Project. Without limiting the foregoing, Tenant shall, at Tenant's sole expense, be responsible for repairing any area damaged by Tenant, Tenant's agents, employees, invitees and against all costsvisitors. All repairs and replacements by Tenant shall be made and performed: (a) at Tenant's cost and expense and at such time and in such manner as Landlord may reasonably designate, expenses(b) by contractors or mechanics approved by Landlord, liabilitieswhich approval shall not be unreasonably withheld, claims(c) so that same shall be at least equal in quality, loss, or damage of whatever nature value and utility to the extent: original work or installation (id) arising from in a manner and using equipment and materials that will not interfere with or impair the useoperations, occupancy, operation, maintenance use or management occupation of the Building or any of the mechanical, electrical, plumbing or other systems in the Building or the Project, and (e) in accordance with the Rules and Regulations attached hereto as EXHIBIT D and all Applicable Laws. In the event Tenant fails, in the reasonable judgment of Landlord, to maintain the Premises by Tenant or Tenant’s contractorsin accordance with the obligations under the Lease, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsibleLandlord shall have the right, but in no event any Landlord Responsible Parties (collectivelynot the obligation, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of enter the Premises and any further period during which Tenant retains occupancy of that portion perform such maintenance, repairs or refurbishing at Tenant's sole cost and expense (including a sum for overhead to Landlord equal to ten percent (10%) of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management cost of the Premises maintenance, repairs or refurbishing). Tenant shall maintain written records of maintenance and repairs, as required by any Applicable Law, and shall use certified technicians to which Landlord perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord, full and complete copies of all service or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured maintenance contracts entered into by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to for the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofPremises.

Tenant. To (a) Tenant shall not pledge, mortgage, transfer or assign its interest, in whole or in part, in and to the maximum extent this agreement may be made effective according Premises or the leasehold estate created hereby without the prior consent of Landlord. (b) Without the prior consent of or notice to law, and except as otherwise expressly provided in this LeaseLandlord, Tenant agrees may, subject to indemnify and save harmless Landlordthe provisions of Article 8 (including, Landlord Responsible Parties (as hereinafter definedwithout limitation, Section 8.01(e) and thereof), sublease, grant, license or permit the use by any Mortgagee providing financing with respect to third party of any portion of the Premises from Welcome Center or the Pier Open Space for Ancillary Uses (an “Occupancy Agreement”), provided that (x) such Occupancy Agreement shall include an indemnification provision for the benefit of Landlord substantially in the form attached hereto as Exhibit L, subject to reasonable and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature customary changes thereto which do not materially and adversely reduce Landlord’s rights thereunder (it being understood that any Occupancy Agreement that does not satisfy these conditions shall not be permitted) and (y) subject to the extentprovisions of Section 13.02(d) hereof, a copy of such Occupancy Agreement (sections of which may be designated by Tenant as “proprietary and confidential”) is provided to Landlord within thirty (30) days after the execution of such Occupancy Agreement, but in no event later than commencement date of such Occupancy Agreement. (c) Notwithstanding anything to the contrary in Sections 13.02(a) or (b) above: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in In no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during shall the Term;daily admission of Museum patrons or invitees or the general public require the prior consent of or notice to Landlord; and (ii) arising from Without the prior consent of or notice to Landlord, Tenant may, subject to the provisions of Article 8 (as applicable), sublease, grant, license or permit the use by any accident, physical injury or physical damage occurring on third party of any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises;Vessels for Permitted Uses. (iiid) arising from Landlord acknowledges that Tenant may be hereafter providing Occupancy Agreements to Landlord that contain confidential information, including trade secrets and proprietary or confidential information, the disclosure of which may be harmful to Tenant’s or Tenant Responsible Parties’ use competitive position. Accordingly, ▇▇▇▇▇▇▇▇ agrees that it shall maintain the confidentiality of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced such information that are clearly marked and identified as “proprietary and confidential”; provided that if disclosure requests are received by Landlord relating pursuant to the Freedom of Information Law or arising out any judicial or legislative subpoena, requesting any such proprietary or confidential information provided to Landlord by Tenant, Landlord shall give Tenant prior notice and the opportunity to object to such Freedom of Tenant’s use, occupancy, operation, maintenance Information Law request or management of subpoena (it being understood and agreed that Landlord shall have the Premises right to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required make disclosures believed in good faith to be insured by Tenant required under the Freedom of Information Law or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent other applicable law notwithstanding any objection of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity Tenant understands and hold harmless agreement shall include indemnity against reasonable attorneys’ fees acknowledges that Landlord is a public authority of the State of New York and all is subject to review and oversight by legislative and other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereonregulatory bodies, and that Landlord is required by law and may be compelled or requested by such oversight bodies to make public disclosure of information regarding this Lease and any Occupancy Agreement, and shall be fully entitled to do so without objection from Tenant, except in the defense thereoflimited circumstances described in this Section 13.02(d).

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

Tenant. To the maximum extent this agreement may be made effective according Tenant shall indemnify, defend (by counsel reasonably acceptable to lawLandlord), protect, and except as otherwise expressly provided hold Landlord and each of Landlord's Indemnitees free and harmless from and against any and all claims, liabilities, penalties, forfeitures, losses and/or expenses, attorneys' fees, consultant fees and expert fees, judgments, administrative rulings or orders, fines, costs for death of or injury to any person or damage to any property Tenant Initials: /s/ L.D.S. 21 whatsoever (including, without limitation, water tables, sewer systems and atmosphere), arising from, or caused or resulting, in whole or in part, directly or indirectly, by the release, presence or discharge in, on, under or about the Premises or Building of any Hazardous Materials caused by or arising from the activities of Tenant, Tenant's agents, employees, licensees, or invitees, or from the transportation or disposal of any Hazardous Materials to or from the Premises or Building by Tenant, Tenant's agents, employees, licensees or invitees or at Tenant's direction, or by Tenant's failure to comply with any Hazardous Materials Laws, or from Tenant's failure to provide adequate disclosures or warnings required by the Hazardous Materials Laws, or from any breach by Tenant of the obligations in this LeaseArticle 7. Tenant's indemnification obligations hereunder shall include, Tenant agrees to indemnify without limitation, and save harmless Landlordwhether foreseeable or unforeseeable, Landlord Responsible Parties (as hereinafter defined) and all costs of any Mortgagee providing financing with respect to any portion required or necessary Hazardous Materials management plan, investigation, repairs, cleanup or detoxification or decontamination of the Premises or Project, and the presence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or early termination of the Lease Term. Tenant shall further be solely responsible for and shall indemnify, protect, defend and hold the Landlord, and Landlord's Indemnitees harmless from and against all claims, costs and liabilities including actual attorneys' fees and costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereonremoval, remediation, clean up, restoration and materials required hereunder to return the defense thereofPremises and any other property of whatever nature to their condition existing prior to the appearance of the Hazardous Materials.

Tenant. To the maximum extent this agreement may be made effective according to lawLandlord shall prepare, and except Landlord and Tenant shall execute, an amendment to this Lease setting forth the Net Rentable Area of the Podium Roof Deck Premises and the aggregate Net Rentable Area of the Leased Premises as otherwise expressly provided in so determined (subject to Section 3.07(c) hereof), together with a revised Exhibit A, which revised Exhibit A shall thereupon be deemed to amend and replace the version of Exhibit A initially attached to this Lease, Tenant agrees although no failure to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion execute such an amendment shall affect the adjustment of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature Net Rentable Area to the extent: amount as so determined. Such amendment shall also: (i) arising from set forth the usePhase Two Rent Commencement Date, occupancyPhase Three Rent Commencement Date and Phase Four Rent Commencement Date, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring contain a revised Exhibit D on any portion which the “Dates” column denoting the first day of the Premises during Lease Months constituting the individual Base Rent periods are revised based upon the actual Term applicable Commencement Date, which revised Exhibit D shall thereupon be deemed to that portion amend and replace the version of the Premises Exhibit D revised pursuant to Section 3.01(b) hereof; and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising delete Addendum I from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with this Lease if the provisions of Section 4.3 above with regard to Hazardous Materials during such Addendum I are no longer applicable. For the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out purposes of Tenant’s usethis Lease, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that term “Net Rentable Area” shall mean: (x) until the foregoing indemnity shall not include any cost or damage to determination of the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractorsPodium Roof Deck Improvements has been determined, licenseesthe amount shown as Net Rentable Area on the Basic Information Sheet; and, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall after such determination has been completed, the aggregate of Net Rentable Areas of the Second Floor Premises, the Third Floor Premises, the Fourth Floor Premises, the Fifth Floor Premises, the Sixth Floor Premises, the Seventh Floor Premises and the Podium Roof Deck Premises (subject to Section 3.07 hereof). The foregoing notwithstanding, if Tenant be liable under this indemnity for indirect thereafter installs additional improvements or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact landscaping on the Landlord’s rights specified Podium Roof Deck with the consent of Landlord which expands the area subject to improvements or landscaping on the Podium Roof Deck, the Net Rentable Area of the Podium Roof Deck shall be redetermined as of the date such installation occurs in Article VII below in the event of a holdover by Tenant). This indemnity accordance with this Section 2.04 and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofSection 3.07.

Tenant. To During the maximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this LeaseTerm hereof, Tenant agrees shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature prior to the extentLease Commencement Date and annually thereafter before the expiration of each policy: (1) Commercial general liability insurance for the benefit of Tenant and Landlord as an additional insured, with a limit of not less than Two Million Dollars ($2,000,000.00) combined single limit per occurrence, against claims for personal injury liability including, without limitation, bodily injury, death or property damage liability and covering (i) arising from the use, occupancy, operation, maintenance or management of the Premises business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or Tenant’s contractorsconstruction on or about the Premises, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties and (collectively, with Tenant, “Tenant Responsible Parties”iii) during the Termcontractual liability; (ii2) arising from any accidentFire, physical injury or physical damage occurring extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on any portion the Premises for not less than one hundred percent (100%) of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premisesactual replacement value thereof; (iii3) arising from Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. Each insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Landlord with at least thirty (30) days' prior written notice of any material change, non-renewal or cancellation of the policy, shall be in a form satisfactory to Landlord and shall be taken out with an insurance company authorized to do business in the State in which the Project is located and rated not less than Best's Financial Class X and Best's Policy Holder Rating "A". In addition, any insurance policy obtained by Tenant shall be written as a primary policy, and shall not be contributing with or in excess of any coverage which Landlord may carry, and shall have loss payable clauses satisfactory to Landlord and in favor of Landlord naming Landlord, and any other party reasonably designated by Landlord, as an additional insured. The liability limits of the above described insurance policies shall in no matter limit the liability of Tenant under the terms of Section XV. below. Not more frequently than every two (2) years, if, in the reasonable opinion of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant’s or Tenant Responsible Parties’ use , in order to maintain the level of Hazardous Materials during insurance protection at least equal to the protection afforded on the date the Term or violation commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIV., then Landlord shall have, in addition to all other remedies provided herein and by law, the right, but not the obligation, to procure and maintain such insurance, the cost of or which shall be due and payable to Landlord by Tenant on demand. If, on account of the failure of Tenant to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from this Section, Landlord is deemed a co-insurer by its insurance carrier, then any litigation loss or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to damage which Landlord or its employees or agents are made a party without fault on its part, whether commenced shall sustain by or against Tenant; or (v) arising out reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, ▇▇▇▇ therefor and is not so insured, but only to the extent evidence of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofloss.

Tenant. To Except to the maximum extent this agreement may caused by the negligence of Landlord or any Landlord Indemnitee (as defined below), neither Landlord nor Landlord’s members, affiliates, employees, agents, or contractors (each, a “Landlord Indemnitee”) shall be made effective according to law, liable for and except as otherwise expressly provided in this Lease, Tenant agrees to shall indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises each Landlord Indemnitee from and against any and all costsliabilities, expenses, liabilitiesdamages, claims, losssuits, or damage costs (including costs of whatever nature to the extent: (i) arising from the usesuit, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises, or by reason of any other costsclaim whatsoever of any person or party, expenses and liabilities incurred occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Tenant or any Tenant Representative; or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding shall be brought by or against Landlord or any Landlord Indemnitee in connection with any such claim liability, claim, suit, cost, injury, death or proceeding brought thereondamage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this Section shall apply to all activities of Tenant or any Tenant Representative with respect to the Premises, whether occurring before or after execution of this Lease. Subject to Section 7(c) of this Lease, Tenant’s obligations under this Section shall not be limited to the coverage of insurance maintained or required to be maintained by Tenant under this Lease. In no event shall Landlord or any Landlord Indemnitee be liable in any manner to Tenant or any Tenant Representative as the result of the acts or omissions of Tenant or a Tenant Representative and all liability therefore shall rest with Tenant. Tenant’s indemnification obligations pursuant to this Section shall survive the defense thereofexpiration or earlier termination of this Lease.

Tenant. To Tenant shall not make any alterations to or modifications of the maximum extent this agreement may Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be made effective according to lawunreasonably withheld. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and except as otherwise expressly provided in this Leasegovernmental charges related thereto), Tenant agrees to indemnify and save harmless using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord Responsible Parties (as hereinafter defined) approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any Mortgagee providing financing with respect to such modifications or alterations or the construction of any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: such improvements until (i) arising from the useall required governmental approvals and permits shall have been obtained, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accidentall requirements regarding insurance imposed by this Lease have been satisfied, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use shall have given Landlord at least five business days prior written notice of Hazardous Materials during the Term or violation its intention to commence such work so that Landlord may post and file notices of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; non-responsibility, and (iv) arising from if requested by Landlord, Tenant shall have obtained contingent liability and broad form builder's risk insurance in an amount satisfactory to Landlord to cover any litigation or proceeding not commenced by Landlord perils relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced proposed work not covered by or against Tenant; or (v) arising out of a risk which is required to be insured insurance carried by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in Article 9. In no event shall Tenant be liable under this indemnity for indirect make any modifications, alterations or consequential damages (except that nothing improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this Subsection 4.5.1 Article, the term "modifications, alterations and/or improvements" shall have any impact on include, without limitation, the Landlord’s rights specified in Article VII below in installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereoflike.

Tenant. To the maximum fullest extent this agreement may be made effective according to allowed by law, and except as to the extent ------ the same is otherwise expressly provided waived by Landlord under this Lease (including, without limitation, in Section 5.4 hereof), Tenant shall, at all times, indemnify and save Landlord, and its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, Mortgagees, agents and employees, harmless from and against any and all loss, cost or damage, including, without limitation, reasonable attorneys' fees, incurred or sustained by any of them in connection with the conduct or management, or from any work or things whatsoever done in or about the Demised Premises during the Term, and will further indemnify and save them harmless from and against any and all loss, cost or damage, including, without limitation, reasonable attorneys' fees, arising during the Term, from any condition of the Demised Premises, or arising from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, Tenant agrees to indemnify and save harmless or arising from any negligence of Tenant, its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors (other than Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, Contractor or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance their respective subcontractors or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, inviteessub-subcontractors), agents, servants or employees or others for whom Tenant is legally responsibleinvitees, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) or arising from any accident, physical injury or physical damage occurring on whatsoever caused to any portion of the Premises person or entity during the Term applicable Term, in or about the Demised Premises. The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to that portion death, bodily or personal injury or property damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the Premises provisions of Article 5 hereof. Anything in this Section 19.3(a) to the contrary notwithstanding, Tenant's indemnification obligations as aforesaid shall not apply to any claims, costs, liabilities, actions and any further period during damages which Tenant retains occupancy arise as a result of that portion (i) the negligence or wrongful acts or omissions of Landlord or Contractor (or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees); or (ii) the Premises; (iii) arising from Tenant’s failure of either Landlord or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure Contractor to comply with the provisions a provision of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereofLease.

Tenant. To Tenant shall not make any alterations to or modifications of the maximum extent this agreement may Leased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be made effective according to lawunreasonably withheld or delayed. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant’s expense (including all permit fees and except as otherwise expressly provided governmental charges related thereto), using a licensed contractor first approved by landlord, in this Leasesubstantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality, Tenant agrees to indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and shall not commence the making of any Mortgagee providing financing with respect to such modifications or alterations or the construction of any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: such improvements until (i) arising from the useall required governmental approvals and permits shall have been obtained, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accidentall requirements regarding insurance imposed by this Lease have been satisfied, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use shall have given Landlord at least five business days prior written notice of Hazardous Materials during the Term or violation its intention to commence such work so that Landlord may post and file notices of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; non-responsibility, and (iv) arising from if requested by landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any litigation or proceeding not commenced by Landlord perils relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced proposed work not covered by or against Tenant; or (v) arising out of a risk which is required to be insured insurance carried by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in Article 9. In no event shall Tenant be liable under this indemnity for indirect make any modifications, alterations or consequential damages (except that nothing improvements whatsoever to the Outside Areas or the exterior or structural components of the Building including, without limitation, any cuts or penetrations in the floor, roof or exterior walls of the Leased Premises. As used in this Subsection 4.5.1 Article, the term “modifications, alterations and/or improvements” shall have any impact on include, without limitation, the Landlord’s rights specified in Article VII below in installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereon, and the defense thereoflike.

Tenant. To Except to the maximum extent this agreement may caused by the negligence of Landlord or any Landlord Indemnitee (as defined below, neither Landlord nor Landlord’s employees, agents, or contractors (collectively “Landlord Indemnitee”) shall be made effective according to law, liable for and except as otherwise expressly provided in this Lease, Tenant agrees to shall indemnify and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises each Landlord Indemnitee from and against any and all costsliabilities, expenses, liabilitiesdamages, claims, losssuits, or damage costs (including costs of whatever nature to the extent: (i) arising from the usesuit, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the Premises or the Property, or by reason of any other costsclaim whatsoever of any person or party, expenses and liabilities incurred occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the part of Tenant or its employees, agents or contractors (collectively “Tenant Representative”); or (b) by any breach, violation or non-performance of any covenant of Tenant under this Lease. If any action or proceeding shall be brought by or against Landlord or any Landlord Indemnitee in connection with any such claim liability, claim, suit, cost, injury, death or proceeding brought thereondamage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s expense, by or through attorneys reasonably satisfactory to Landlord or the Landlord Indemnitee. The provisions of this Section shall apply to all activities of Tenant or any Tenant Representative with respect to the Premises, whether occurring before or after execution of this Lease. Tenant’s obligations under this Section shall not be limited to the coverage of insurance maintained or required to be maintained by Tenant under this Lease. In no event shall Landlord or any Landlord Indemnitee be liable in any manner to Tenant or any Tenant Representative as the result of the acts or omissions of Tenant or a Tenant Representative and all liability therefore shall rest with Tenant. All personal property upon the Premises shall be at the risk of Tenant only, and neither Landlord nor any Landlord Indemnitee shall be liable for any damage thereto or theft thereof, except to the defense thereofextent caused by the negligence, willful misconduct or gross negligence of Landlord or any Landlord Indemnitee.

Tenant. To Tenant shall indemnify and hold harmless Landlord and all agents, servants and employees of Landlord from and against all claims, losses, damages, liabilities, expenses (including reasonable attorneys' fees), penalties and charges arising from or in connection with (i) Tenant's use of the maximum extent this agreement may Premises during the Lease Term, or (ii) the conduct of Tenant's business, or (iii) any activity, work or things done, permitted or suffered by Tenant in or about the Premises or Building during the Lease Term. Tenant shall further indemnify and hold harmless Landlord from and against any and all claims, loss, damage, liability, expense (including reasonable attorneys' fees), penalty or charge arising from any default in the performance of any obligation on Tenant's part to be made effective according to law, and except as otherwise expressly provided in performed under the terms of this Lease, Tenant agrees to indemnify or arising from any negligence of Tenant, or any of Tenant's agents, contractors, or employees, and save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the extent: (i) arising from the use, occupancy, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenants, licensees, invitees, agents, servants or employees or others for whom Tenant is legally responsible, but in no event any Landlord Responsible Parties (collectively, with Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or failure to comply with the provisions of Section 4.3 above with regard to Hazardous Materials during the Term; (iv) arising from any litigation or proceeding not commenced by Landlord relating to or arising out of Tenant’s use, occupancy, operation, maintenance or management of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs' fees, expenses and liabilities incurred or in connection with the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by legal counsel reasonably satisfactory to Landlord. Tenant, as a material part of its consideration to Landlord, hereby assumes all risk of damage to property or injury to persons in or upon the Premises arising from any cause and Tenant hereby waives all claims in respect thereof against Landlord. Notwithstanding the defense thereofforegoing, Tenant shall not be required to defend, save harmless or indemnify Landlord from any liability for injury, loss, accident or damage to any person or property resulting from ▇▇▇▇▇▇▇▇'s negligence or willful acts or omissions, or those of Landlord's officers, agents, contractors or employees. Tenant's indemnity is not intended to nor shall it relieve any insurance carrier of its obligations under policies required to be carried by Tenant pursuant to the provisions of this Lease to the extent that such policies cover the results of negligent acts or omissions of Landlord, its officers, agents, contractors or employees, or the failure of Landlord to perform any of its obligations under this Lease.

Tenant. To the maximum extent this agreement may be made effective according Tenant shall indemnify, defend (by counsel reasonably acceptable to lawLandlord), protect, and except as otherwise expressly provided in this Lease, Tenant agrees to indemnify hold Landlord and save each of Landlord's Indemnitees free and harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the Premises from and against any and all costs, expensesclaims, liabilities, claimspenalties, lossforfeitures, losses and/or expenses, attorneys' fees, consultant fees and expert fees, judgments, administrative rulings or orders, fines, costs for death of or injury to any person or damage to any property whatsoever (including, without limitation, water tables, sewer systems and atmosphere), arising from, or damage caused or resulting, in whole or in part, directly or indirectly, by the release, presence or discharge in, on, under or about the Premises or Project of whatever nature to the extent: (i) any Hazardous Materials caused by or arising from the useactivities of Tenant, occupancyTenant's agents, operation, maintenance or management of the Premises by Tenant or Tenant’s contractors, subtenantsemployees, licensees, inviteesor invitees or from the transportation or disposal of any Hazardous Materials to or from the Premises or Project by Tenant, Tenant's agents, servants employees, licensees or employees invitees or others for whom Tenant is legally responsibleat Tenant's direction, but in no event any Landlord Responsible Parties (collectively, with or by Tenant, “Tenant Responsible Parties”) during the Term; (ii) arising from any accident, physical injury or physical damage occurring on any portion of the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant retains occupancy of that portion of the Premises; (iii) arising from Tenant’s or Tenant Responsible Parties’ use of Hazardous Materials during the Term or violation of or 's failure to comply with the provisions of Section 4.3 above with regard to any Hazardous Materials during Laws, or from Tenant's failure to provide adequate disclosures or warnings required by the Term; (iv) arising Hazardous Materials Laws, or from any litigation breach by Tenant of the obligations in this Article 7. Tenant's indemnification obligations hereunder shall include, without limitation, and whether foreseeable or proceeding not commenced by Landlord relating to unforeseeable, all costs of any required or arising out of Tenant’s usenecessary Hazardous Materials management plan, occupancyinvestigation, operationrepairs, maintenance cleanup or management detoxification or decontamination of the Premises to which Landlord or its employees or agents are made a party without fault on its part, whether commenced by or against Tenant; or (v) arising out of a risk which is required to be insured by Tenant or its contractors pursuant to Subsection 3.6.1 hereof, and is not so insured, but only to the extent of the insurance limits specified in Subsection 3.6.1 hereof; provided, however, that (x) the foregoing indemnity shall not include any cost or damage to the extent arising from any negligent act or omission or willful misconduct of Landlord or Landlord’s contractors, licensees, invitees, agents, servants or employees or others for whom the Landlord is legally responsible (collectively, with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for indirect or consequential damages (except that nothing in this Subsection 4.5.1 shall have any impact on the Landlord’s rights specified in Article VII below in the event of a holdover by Tenant). This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such claim or proceeding brought thereonProject, and the defense thereofpresence and implementation of any closure, remedial action or other required plans in connection therewith, and shall survive the expiration of or early termination of the Lease Term.