Common use of Tenant Clause in Contracts

Tenant. During the Term hereof, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease 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) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During the Term hereof, Tenant shall keep have the right to construct a trench on the Site in full force a location to be mutually agreed upon by Landlord and effect Tenant and install certain connecting telecommunications equipment in the following insurance trench in order to connect certain telecommunications equipment located on the property addressed at 3950 ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇ certain equipment in the Demised Premises; provided, however, that such rights granted to Tenant are subject to (a) the approval of all applicable governmental agencies, (b) Tenant's compliance with all applicable laws, and (c) Landlord and Tenant entering into a commercially reasonable license agreement which, among other things, shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date and annually thereafter before the expiration of each policyprovide: (1i) Commercial general liability insurance Landlord with the right to approve the size and location of the trench, the specifications for the benefit equipment to be installed in the trench, and the contractors who will be performing such work on behalf 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) the business(es) operated by Tenant and by any subtenant of Tenant on the PremisesTenant, (ii) operations that Landlord shall be reimbursed for the costs it incurs in connection with Landlord's review of independent contractors engaged by Tenant plans and drawings for services or Tenant's proposed work and Landlord's oversight of the construction on or about of such work, (iii) Landlord with a commercially reasonable indemnity and releases of liability from Tenant; (iv) that Tenant's right to construct the Premisestrench 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 (iiiv) contractual liability; (2) Fireupon Landlord's request, extended coverage, vandalism Tenant shall remove the connecting telecommunications equipment from the trench and malicious mischief insurance, insuring restore the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) portion of the actual replacement value thereof; (3) Workers' compensation in Site on which Tenant constructed the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory trench 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 condition such portion of the policy, shall be in a form satisfactory Site existed immediately prior 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 BestTenant'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 installation 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVtrench., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

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

Tenant. During Tenant shall not make any alterations to or modifications of the Term hereofLeased Premises or construct any improvements within the Leased Premises until Landlord shall have first approved, in writing, the plans and specifications therefore, which approvals shall not be unreasonably withheld or delayed. Landlord's consent shall not be required for non-structural interior improvements costing less than $10,000 in any calendar year. Plans are required. All such modifications, alterations or improvements, once so approved, shall be made, constructed or installed by Tenant at Tenant's expense (including all permit fees and governmental charges related thereto), using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality. Tenant shall not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall keep have obtained contingent liability and broad form builder's risk insurance in full force and effect the following insurance and shall provide appropriate insurance certificates an amount reasonably satisfactory to Landlord prior to cover any perils relating to the Lease Commencement Date and annually thereafter before proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements whatsoever to the expiration Outside Areas or the exterior or structural components 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 Building including, without limitation, bodily injuryany cuts or penetrations in the floor, death roof or property damage liability and covering (i) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) exterior walls of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Leased Premises without 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 's approval 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 unreasonably withheld. As used 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 Landlordthis Article, the amount of liability insurance specified in this Section XIV. is not adequateterm "modifications, alterations and/or improvements" shall include, without limitation, the above-described limits installation of coverage shall be adjusted by Landlordadditional electrical outlets, by written notification to Tenantoverhead lighting fixtures, in order to maintain drains, sinks, partitions, doorways, or the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVlike., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During To the Term hereofmaximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant shall keep in full force agrees to indemnify and effect save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and any Mortgagee providing financing with respect to any portion of the following insurance Premises from and shall provide appropriate insurance certificates to Landlord prior against all costs, expenses, liabilities, claims, loss, or damage of whatever nature to the Lease Commencement Date and annually thereafter before the expiration of each policyextent: (1i) Commercial general liability insurance 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 the benefit of whom Tenant and is legally responsible, but in no event any Landlord as an additional insuredResponsible Parties (collectively, with a limit of not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrenceTenant, against claims for personal injury liability including, without limitation, bodily injury, death or property damage liability and covering (i“Tenant Responsible Parties”) during the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, Term; (ii) operations arising from any accident, physical injury or physical damage occurring on any portion of independent contractors engaged by the Premises during the Term applicable to that portion of the Premises and any further period during which Tenant for services or construction on or about retains occupancy of that portion of the Premises, and ; (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to arising from Tenant’s or Tenant located on the Premises for not less than one hundred percent (100%) Responsible Parties’ use of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date Hazardous Materials during the Term 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 or violation of which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the or failure of Tenant to comply with the provisions of this SectionSection 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 deemed a co-insurer by its insurance carrierlegally responsible (collectively, then 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 loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt impact on the Landlord’s rights specified in Article VII below in the event of a ▇▇▇▇ therefor holdover by Tenant). This indemnity and evidence of hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any such lossclaim or proceeding brought thereon, and the defense thereof.

Tenant. During the Term hereofExcept as otherwise expressly required of Landlord, Tenant shall, at Tenant’s expense, keep and maintain the Premises, including but not limited to all entry doors, damage to entry doors occasioned by theft or vandalism, furnishings, lighting, trade fixtures, above-ground plumbing and conduits beginning at the point of entry into the Premises, windows, glass and plate glass, doors, interior walls and finish work, floor surfaces and floor coverings, sprinkler and fire protection systems (which shall keep be in full force and effect good working order as of the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date and annually thereafter before in compliance with all Applicable Laws), and routine maintenance and repairs of the expiration HVAC System (together with replacement of each policy: (1) Commercial general liability insurance the HVAC System exclusively 23134410.6 servicing the Premises and installed by Tenant), in good and sanitary condition and repair and in compliance with all Applicable Laws. Tenant shall permit no waste, except normal wear and tear. Tenant shall also be responsible for arranging janitorial services for the benefit Premises and the cost thereof. Tenant shall promptly notify Landlord, in writing, of any known defective condition which Landlord is required to repair, and failure to so report such known defects in a commercially reasonable time and manner shall make Tenant and responsible to Landlord as an additional insured, with a limit for any increased liability incurred by Landlord by reason 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) such failure to report the business(es) operated known defective condition. Any contractor selected by Tenant and by any subtenant in connection with the performance of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on Tenant’s obligations under this Section in or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring Premises or the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) Building shall require prior written approval of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 approval shall not be contributing with unreasonably withheld, conditioned or in excess of any coverage which Landlord may carrydelayed, and such approval shall have loss payable clauses satisfactory to Landlord and in favor of Landlord naming Landlordrequire, and any other party reasonably designated by Landlordat a minimum, 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon L▇▇▇▇▇▇▇’s receipt of a ▇▇▇▇ therefor Certificate of General Liability Insurance adding the Agent and evidence the Landlord as additionally insured, 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 such lossthe Building and Premises.

Tenant. During Except to the Term hereofextent caused by the negligence of Landlord or any Landlord Indemnitee (as defined below, neither Landlord nor Landlord’s employees, agents, or contractors (collectively “Landlord Indemnitee”) shall be liable for and Tenant shall keep in full force indemnify and effect save harmless Landlord and each Landlord Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to arise by reason of injury to or death of any person or damage to or loss of property, occurring on, in, or about the following insurance and shall provide appropriate insurance certificates to Landlord prior to Premises or the Lease Commencement Date and annually thereafter before Property, or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (a) by any act or omission on the expiration of each policy: (1) Commercial general liability insurance for the benefit part of Tenant and 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 as an additional insuredor any Landlord Indemnitee in connection with any such liability, with a limit of not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrenceclaim, against claims for personal injury liability includingsuit, without limitationcost, bodily injury, death or property damage liability and covering (i) damage, 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 business(es) operated by Tenant and by any subtenant Landlord Indemnitee. The provisions of this Section shall apply to all activities of Tenant on or any Tenant Representative with respect to the Premises, (ii) operations whether occurring before or after execution of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessarythis Lease. Each insurance policy obtained by Tenant pursuant to Tenant’s obligations under 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 Section shall not be contributing 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 or in excess Tenant. All personal property upon the Premises shall be at the risk of any coverage which Landlord may carryTenant only, and neither Landlord nor any Landlord Indemnitee shall have loss payable clauses satisfactory be liable for any damage thereto or theft thereof, except to Landlord and in favor the extent caused by the negligence, willful misconduct or gross negligence of Landlord naming Landlord, and or 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVLandlord Indemnitee., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During the Term hereof, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease 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) shall carry on the business(esbusiness of producing the Renaissance Faire diligently and continually in the Premises throughout the Term and shall cause such business to be conducted in the Premises during such hours as the Renaissance Faire has typically operated in the State of California for the past three (3) operated by years. Tenant shall operate the Renaissance Faire in the specified areas of the Premises set forth on the site plan attached hereto as EXHIBIT A. Tenant shall not operate the Renaissance Faire in any area outside of the specified areas as shown on the site plan, nor allow any of the Renaissance Faire activities or employees, customers, invitees, vendors or agents to enter onto or conduct any activity whatsoever in any area outside of such specified areas. (ii) may, from November 29, 2000 through the termination of this Lease, maintain temporary structures and by any subtenant 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 shall be located on the Premises, shall make periodic inspections of the Premises and shall immediately report to Landlord or the police, if appropriate, if such person notices any theft, vandalism, loitering, broken utility lines or other damage occurring or located on the Premises. The officer or employee remaining on the Premises shall also be responsible for landscape up-keep, including, but not limited to, weed abatement to prevent fire hazards, litter pick-up, and maintenance of shrubs in a neat, orderly and safe condition. Tenant and its officer or employee remaining on the Premises shall fully cooperate with City's Code Compliance Technicians in maintaining the Premises in a manner so as not to create a nuisance or violate the Vacaville Municipal Code. Any reports to Landlord shall be made by contacting ▇▇▇ ▇▇▇▇▇▇▇▇▇, at (707) 449-5660, and by faxing written notice to Landlord at its facsimile number set forth in the Lease. Tenant shall not use any portion of the Premises for the purpose of operating a Renaissance Faire, haunted house or for any other activity, except for the general maintenance and up-keep provisions, above, during the Off-Season. At the discretion of Landlord, a home, currently existing on the Premises, may be used solely by officers or employees of Tenant for residential purposes in furtherance of Tenant's monitoring obligations under this Agreement. (iv) shall not make any alterations, additions or improvements to the Premises, Storage Area or the Homes. On or prior to November 30, 2000, at Tenant's sole cost and expense, Tenant shall (i) remove from the Premises any signage or other advertising or promotional material for the Renaissance Faire or any other activity conducted at the Premises by Tenant under any previous Lease, and patch and repair any damage caused by or resulting from Tenant's removal of such signage and material, (ii) operations of independent contractors engaged by remove all Tenant for services or construction on or about Property from the Vacated Premises, repair any damage resulting from such removal and otherwise leave the Vacated Premises in the condition required under the prior Lease, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) surrender possession of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commencesVacated Premises. If Tenant fails to maintain comply with these obligations, and secure the insurance coverage required under this Section XIV.without waiving or limiting any other remedy available, 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account may enter upon any portion of the failure Premises and remove the same at Tenant's expense. Tenant shall not install any signage or other advertising or promotional material on any part of Tenant to comply with the provisions of this Section, Landlord is deemed a coPremises during the Off-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossSeason."

Tenant. During the Term hereof, Tenant shall keep in full force at all times indemnify, defend and effect the following insurance hold Landlord and shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date Landlord's mortgagee(s), beneficiaries, partners, and annually thereafter before the expiration of each policy: managing agent harmless against and from any and all claims, costs, liabilities, actions and damages (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 limitationlimitation,'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 in the performance of any covenant or agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or arising from any negligence of Tenant, its agents, servants, employees or licensees, or arising from any accident, injury or damage whatsoever caused to any person, firm or corporation occurring during the term of this Lease, in or about the Demised Premises, or upon the sidewalk and the land adjacent thereto, and from and against all costs, reasonable attorney's fees, expenses and liabilities incurred in or about any such claim or action or proceeding brought thereto; and in case any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, covenants to defend such action proceeding by counsel reasonably satisfactory to Landlord. The indemnity obligations of Tenant under this Section 19.3(a) which relate directly or indirectly to death, bodily injury, death or personal injury or property damage 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 covering 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 extent arising as a result of (i) the business(es) operated by Tenant and by any subtenant negligence or willful misconduct or omissions of Tenant on the Premises, Landlord; and/or (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure of Tenant Landlord to comply with the provisions a provision of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossLease.

Tenant. During the Term hereof, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date and annually thereafter before the expiration of each policy:If (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 (ia) the business(es) operated by Tenant and by any subtenant provisions of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory a Third Party Lease grant to Landlord, with as tenant thereunder, the right to obtain a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve Third Party Lease Non-disturbance Agreement and (12b) 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 at any other party reasonably designated by Landlordtime after the date hereof, as an additional insured. The liability limits of receives notice from 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 applicable Third Party Lessor that such Third Party Lessor intends to Tenant, in order to maintain the level of insurance protection comparable enter into a Fee Mortgage with respect to the protection afforded on the date the Term commences. If Tenant fails Fee Estate subject to maintain and secure the insurance coverage required under this Section XIV.such Third Party Lease, then Landlord shall haveso inform Tenant and shall use its reasonable best efforts to cause the prospective holder of the Fee Mortgage to enter into a Non-disturbance Agreement with Landlord on such prospective holder's customary form. Anything to the contrary contained herein notwithstanding, Landlord's failure to obtain a Third Party Lease Non-disturbance Agreement shall in addition no event be deemed hereunder to all other remedies provided herein and be a default by lawLandlord 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 termination or expiration of a Third Party Lease, the rightProperty subject to such Third Party Lease shall be deemed deleted from this Restated Lease and, but provided that such expiration or termination was not caused, directly or indirectly, by the obligationacts or omissions of Tenant, to procure and maintain such insuranceSubtenant or their respective agents, contractors, employees, licensees or invitees, the cost of which Fixed Rent shall be due adjusted to reflect such deletion in accordance with the Fixed Rent Adjustment Procedures, and payable the amounts held pursuant to Landlord by Tenant on demand. 19 If, this Restated Lease on account of the failure of Tenant advanced Real Estate Tax payments pursuant to comply with the provisions of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof Article 4 shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossadjusted accordingly.

Tenant. During By entry hereunder and subject to completion of the Term hereofconstruction 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 keep, maintain and preserve the Premises in full force first class condition and effect the following insurance repair, and shall provide appropriate insurance certificates to Landlord prior shall, when and if needed, at Tenant’s sole cost and expense, make all repairs to the Lease Commencement Date Premises and annually thereafter before the expiration of each policy: (1) Commercial general liability insurance for the benefit of Tenant and Landlord as an additional insuredevery part thereof, 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 injuryTenant’s trade fixtures, death or installations, equipment and other personal property damage liability and covering (i) items within the business(es) operated Premises; provided, however, that Tenant shall not be obligated to make any structural changes to the Premises unless caused by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the PremisesTenant’s alterations, and (iii) contractual liability; (2) Firein no event shall Tenant by obligated to remove ACM as disclosed by Landlord. All such repairs, extended coverage, vandalism maintenance and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 replacements by Tenant shall be written 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 a primary policywhen received, usual and ordinary wear and tear and acts of God excepted. Landlord shall not have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof. Tenant acknowledges, agrees and affirms that Landlord has made no representations to Tenant respecting the condition of the Premises or the Project. Without limiting the foregoing, Tenant shall, at Tenant’s sole expense, be contributing with or 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 excess of any coverage which such manner as Landlord may carryreasonably designate, and shall have loss payable clauses satisfactory to Landlord and in favor of Landlord naming Landlord, and any other party (b) by contractors or mechanics reasonably designated approved by Landlord, as an additional insured. The liability limits (c) so that same shall be at least equal in quality, value and utility to the original work or installation, (d) in a manner and using equipment and materials that will not interfere with or impair the operations, use or occupation of the above described insurance policies shall Building or any of the mechanical, electrical, plumbing or other systems in no matter limit the liability of 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 under the terms of Section XV. below. Not more frequently than every two (2) years, iffails, in the reasonable opinion judgment of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain and/or repair the level of insurance protection comparable to Premises in accordance with the protection afforded on obligations under the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIV.Lease, then Landlord shall have, in addition to all other remedies provided herein and by law, have the right, but not the obligation, to procure enter the Premises and maintain perform such insurance, maintenance and/or repairs at Tenant’s sole cost and expense (including a sum for overhead to Landlord equal to five (5%) of the cost of which the maintenance, repairs or refurbishing). Tenant shall be due maintain written records of maintenance and payable repairs, as required by any Applicable Law, and shall use certified technicians to perform such maintenance and repairs, as so required. Tenant shall promptly deliver to Landlord full and complete copies of all service or maintenance contracts entered into by Tenant on demandfor the Premises. 19 IfTenant shall bear the cost of replacement of lamps, on account of starters and ballasts for the failure of Tenant to comply with lighting fixtures within the provisions of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossPremises.

Tenant. During the Term hereofExcept as expressly set forth herein, Tenant shall keep have the right to assign, mortgage, sublease or otherwise transfer its interest in full force the Leased Premises with the prior consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such assignment or transfer shall relieve Tenant of any obligations or liability hereunder without the written consent of Landlord. If this Lease be assigned or transferred, or if all or any part of the Leased Premises be sublet or occupied by anybody other than Tenant, Landlord may, after default by Tenant under the Lease (after expiration of all applicable notice and effect cure periods), collect rent from the following insurance 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 provide appropriate insurance certificates 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 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 prior to the Lease 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) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) copy of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. Each insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Landlord with at least assignment agreement within thirty (30) days prior written notice after the execution thereof, together with copies of any material change, non-renewal or cancellation of the policy, shall be in a form satisfactory to Landlord financial statements 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"other documents as reasonably requested by Landlord. In addition, any insurance policy obtained by Tenant shall be written as have the right to sublet all or a primary policypart of the Leased Premises with the prior consent of Landlord, and which consent shall not be contributing with unreasonably withheld, conditioned or in excess delayed; provided that any such sublease shall be subordinate to the terms of any coverage which Landlord may carry, and shall have loss payable clauses satisfactory to this Lease. Landlord and Tenant shall share equally 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 net rent payable to Tenant under the terms of Section XV. below. Not more frequently than every two (2) yearssublease or any assignment which is over and above the rent that Tenant is already obligated to pay to Landlord under the Lease for the space that is being subleased or assigned by Tenant, if, so that Landlord and Tenant share equally in the reasonable opinion of Landlordnet profits, the amount of liability insurance specified in this Section XIV. is not adequateif any, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord made by Tenant on demandunder the sublease or assignment. 19 If, on account of For the failure of Tenant to comply with the provisions purposes of this Section, Landlord is deemed a co-insurer by its insurance carrier, then "control" of any loss or damage which Landlord shall sustain by reason thereof entity shall be borne 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 and in connection with such subletting or assignment. Any sublease of all or any portion of the Leased Premises shall be immediately paid by subordinate to the terms of this Lease, and Tenant as additional rent upon receipt of shall furnish to Landlord a ▇▇▇▇ therefor and evidence fully executed original counterpart of such losssublease 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 date when the same shall become due.

Tenant. During the Term hereofNotwithstanding any Transfer, Tenant shall keep in full force remain fully responsible and effect liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease 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 that Tenant shall be relieved from any obligations arising under this Lease after the date of a Transfer if and only if all of the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date and annually thereafter before the expiration of each policyoccur: (1a) Commercial general liability insurance for Tenant has notified Landlord of the benefit name and address of the Tenant Transferee and Landlord as an additional insuredthe Controlling Person, with a limit if any, 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) such Tenant Transferee by the business(es) operated by Tenant and by any subtenant time of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liabilityTransfer; (2b) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereofSuch Transfer is a Permitted Transfer or is otherwise Approved by Landlord; (3c) Workers' compensation The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the amount required form of the Assignment and Assumption Agreement Approved by lawLandlord, 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”); (4d) Business interruption As of the date of the Transfer the Tenant Transferee or loss any Person who is a Controlling Person of income insurance in amounts satisfactory to Landlord, with Tenant Transferee is not 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 insuranceProhibited Person; and (5e) 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 As of the policydate 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 form satisfactory letter addressed and delivered to Landlord and shall be taken out with Tenant (at Tenant’s or the Tenant Transferee’s expense) from a firm of independent, certified public accountants of recognized national or regional standing and stating that, based upon an 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 audit of the above described insurance policies shall Tenant Transferee (after giving actual or pro forma effect to the Transfer) made in no matter limit the liability of Tenant under the terms of Section XV. below. Not more frequently than every two (2) years, ifaccordance with generally accepted auditing standings, in such firm’s opinion the reasonable opinion Financial Test is/was met as of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure Transfer, such letter to be subject to such qualifications and assumptions as are usual and customary at that time for opinions of Tenant to comply with the provisions of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossauditing firms.

Tenant. During To the Term hereoffullest extent allowed by law, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior except to the extent the same is otherwise expressly waived by Landlord under this Lease 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 injuryin Section 5.5 hereof), death 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 property damage liability and covering 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 business(es) operated by Tenant and by conduct or management, or from any subtenant of Tenant on work or things whatsoever done in or about the Premises, Demised Premises during the Term; (ii) operations any condition of independent contractors engaged by the Demised Premises arising from any breach or default on the part of Tenant for services in the performance of any covenant or construction agreement on the part of Tenant to be performed, pursuant to the terms of this Lease, or (iii) arising from any negligence of Tenant, its directors, officers, shareholders, contractors, subcontractors, sub-subcontractors (other than Landlord or its subcontractors or sub-subcontractors), agents, employees or invitees, or arising from any accident, injury or damage whatsoever caused to any person or entity during the Term, in or about the Demised Premises. The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to death, bodily or personal injury or property damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5 hereof. Anything in this Section 19.3(a) to the contrary notwithstanding, Tenant's indemnification obligations as aforesaid shall not apply to any claims, costs, liabilities, actions and damages which arise as a result of (iii1) contractual liability; 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) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure of Tenant Landlord to comply with the provisions a provision of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss Lease or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossthe Work Letter.

Tenant. During the Term hereofLandlord shall prepare, and Landlord and Tenant shall keep in full force execute, an amendment to this Lease setting forth the Net Rentable Area of the Podium Roof Deck Premises and effect the following insurance aggregate Net Rentable Area of the Leased Premises as 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, although no failure to execute such an amendment shall provide appropriate insurance certificates to Landlord prior affect the adjustment of the Net Rentable Area to the Lease amount as so determined. Such amendment shall also: (i) set forth the Phase Two Rent Commencement Date, Phase Three Rent 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) the business(es) operated by Tenant and by any subtenant of Tenant on the PremisesPhase Four Rent Commencement Date, (ii) operations contain a revised Exhibit D on which the “Dates” column denoting the first day of independent contractors engaged by Tenant for services or construction on or about the PremisesLease Months constituting the individual Base Rent periods are revised based upon the actual Term Commencement Date, which revised Exhibit D shall thereupon be deemed to amend and replace the version of Exhibit D revised pursuant to Section 3.01(b) hereof; and (iii) contractual liability; delete Addendum I from this Lease if the provisions of such Addendum I are no longer applicable. For the purposes of this Lease, the term “Net Rentable Area” shall mean: (2x) Fire, extended coverage, vandalism and malicious mischief insurance, insuring until the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) determination of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 LandlordPodium Roof Deck Improvements has been determined, the amount shown as Net Rentable Area on the Basic Information Sheet; and, (y) after such determination has been completed, the aggregate of liability insurance specified 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 thereafter installs additional improvements or landscaping on the 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 accordance with this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain 2.04 and secure the insurance coverage required under this Section XIV3.07., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During the Term hereofTenant agrees to protect, Tenant shall keep in full force indemnify, hold harmless and effect the following insurance defend Landlord and shall provide appropriate insurance certificates to Landlord prior any Mortgagee, as defined herein, and each of their respective partners, directors, officers, agents and employees, successors and assigns (except to the Lease Commencement Date extent the losses described below are caused by the gross negligence or intentional misconduct of Landlord, its agents and annually thereafter before the expiration of each policyemployees), from and against: (1i) Commercial general any and all loss, cost, damage, liability insurance or expense as incurred (including but not limited to reasonable attorneys' fees and legal costs) arising out of or related to any claim, suit or judgment brought by or in favor of any person or persons for the benefit of Tenant and Landlord as an additional insureddamage, with a limit of loss or expense due to, but not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrence, against claims for personal injury liability including, without limitationlimited to, bodily injury, including death or property damage liability and covering (i) sustained by such person or persons which arises out of, is occupied by or is in any way attributable to the business(es) operated use or occupancy of the Premises or any portion of the Building by Tenant and by any subtenant or the acts or omissions of Tenant on or its agents, employees, contractors, clients, invitees or subtenants except that caused by the Premisessole active negligence or willful misconduct of Landlord or its agents or employees Such loss or damage shall include, but not be limited to, any injury or damage to, or death of, Landlord's employees or agents or damage to the Premises or any portion of the Building. (ii) operations of independent contractors engaged by Tenant for services or construction on or about any and all environmental damages which arise from: (a) the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 Handling of any material changeTenants Hazardous Materials, non-renewal as defined in Section 6.3 or cancellation of (b) 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 breach 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this SectionLease. For the purpose of this Lease, "environmental damages" shall mean (x) all claims, judgments, damages, penalties, fines, costs, liabilities, and losses (including without limitation, diminution in the value of the Premises or any portion of the Building, damages for the loss of or restriction on use of rentable or usable space or of any amenity of the Premises or any portion of the Building, and from any adverse impact of Landlord's marketing of space); (y) all reasonable sums paid for settlement of claims, attorneys' fees, consultants' fees and experts' fees; and (z) all costs incurred by Landlord in connection with investigation or remediation relating to the Handling of Tenant's Hazardous Materials, whether or not required by Environmental Laws, necessary for Landlord to make full economic use of the Premises or any portion of the Building, or otherwise required under this Lease. To the extent that Landlord is deemed held strictly liable by a co-insurer by its insurance carriercourt or other governmental agency of competent jurisdiction under any Environmental Laws, then Tenant's obligation to Landlord and the other indemnities under the foregoing indemnification shall likewise be without regard to fault on Tenant's part with respect to the violation of any loss Environmental Law which results in liability to the indemnitee. Tenant's obligations and liabilities pursuant to this Section 10.1 shall survive the expiration or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt earlier termination of a ▇▇▇▇ therefor and evidence of such lossthis Lease.

Tenant. During 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 Term hereofPremises 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 performed under the terms of this Lease, or arising from any negligence of Tenant, or any of Tenant's agents, contractors, or employees, and from and against all costs, attorneys' fees, expenses and liabilities incurred in the defense of any such claim or any action or proceeding brought thereon. If any action or proceeding be brought against Landlord by reason of any such claim, Tenant, upon notice from Landlord, shall defend the same at Tenant's expense by legal counsel reasonably satisfactory to Landlord. Tenant, 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 foregoing, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates not be required to defend, save harmless or indemnify Landlord prior to the Lease Commencement Date and annually thereafter before the expiration of each policy: (1) Commercial general from any 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 loss, accident or damage to any person or property damage liability and covering (i) the business(es) operated by Tenant and by 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 subtenant insurance carrier of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging its obligations under policies required to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. Each insurance policy obtained carried 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this SectionLease 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 is deemed a co-insurer by to perform any of its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossobligations under this Lease.

Tenant. During the Term hereof, Tenant shall keep in full force indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and effect the following insurance hold Landlord and shall provide appropriate insurance certificates 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 Landlord prior any person or damage to the Lease Commencement Date and annually thereafter before the expiration of each policy: any property whatsoever (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 injurywater tables, death sewer systems and atmosphere), arising from, or property damage liability and covering (i) caused or resulting, in whole or in part, directly or indirectly, by the business(es) operated by Tenant and by any subtenant of Tenant on the Premisesrelease, (ii) operations of independent contractors engaged by Tenant for services presence or construction on discharge in, on, under or about the PremisesPremises or Project 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 Project by Tenant, Tenant's agents, employees, licensees or invitees or at Tenant's direction, or by Tenant's failure to comply with any Hazardous Materials Laws, or from Tenant's failure to provide adequate disclosures or warnings required by the Hazardous Materials Laws, or from any breach by Tenant of the obligations in this Article 7. Tenant's indemnification obligations hereunder shall include, without limitation, and (iii) contractual liability; (2) Firewhether foreseeable or unforeseeable, extended coverageall costs of any required or necessary Hazardous Materials management plan, vandalism and malicious mischief insuranceinvestigation, insuring the personal propertyrepairs, furniture, furnishings and fixtures belonging to Tenant located on cleanup or detoxification or decontamination of the Premises for not less than one hundred percent (100%) of or Project, and the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 presence and implementation of any material changeclosure, non-renewal remedial action or cancellation of the policy, shall be other required plans 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 policyconnection therewith, and shall not be contributing with survive the expiration of 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 early termination 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVLease Term., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During Except to the Term hereofextent caused by the negligence of Landlord or any Landlord Indemnitee (as defined below), neither Landlord nor Landlord’s members, affiliates, employees, agents, or contractors (each, a “Landlord Indemnitee”) shall be liable for and Tenant shall keep in full force indemnify and effect the following insurance save harmless Landlord and shall provide appropriate insurance certificates each Landlord Indemnitee from and against any and all liabilities, damages, claims, suits, costs (including costs of suit, reasonable attorneys’ fees and costs of investigation) and actions of any kind, foreseen or unforeseen, arising or alleged to Landlord prior arise by reason of injury to the Lease Commencement Date and annually thereafter before the expiration or death of each policy: (1) Commercial general liability insurance for the benefit any person or damage to or loss of Tenant and Landlord as an additional insuredproperty, with a limit of not less than Two Million Dollars ($2,000,000.00)combined single limit per occurrenceoccurring on, against claims for personal injury liability includingin, without limitation, bodily injury, death or property damage liability and covering (i) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and or by reason of any other claim whatsoever of any person or party, occasioned, directly or indirectly, wholly or partly: (iiia) contractual 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 liability; (2, claim, suit, cost, injury, death or damage, Tenant, on notice from Landlord or any Landlord Indemnitee, shall defend such action or proceeding, at Tenant’s 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) Fireof this Lease, extended coverage, vandalism and malicious mischief insurance, insuring Tenant’s obligations under this Section shall not be limited to the personal property, furniture, furnishings and fixtures belonging 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 located on or any Tenant Representative as the Premises for not less than one hundred percent (100%) result of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption acts or loss omissions of income insurance in amounts satisfactory to Landlord, Tenant or a Tenant Representative and all liability therefore shall rest 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 necessaryTenant. Each insurance policy obtained by Tenant Tenant’s indemnification obligations pursuant to this Lease Section shall contain a clause that survive the insurer will provide Landlord with at least thirty (30) days prior written notice of any material change, non-renewal expiration 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 earlier termination of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossLease.

Tenant. During (a) Tenant shall not pledge, mortgage, transfer or assign its interest, in whole or in part, in and to the Term hereofPremises or the leasehold estate created hereby without the prior consent of Landlord. (b) Without the prior consent of or notice to Landlord, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior may, subject to the Lease Commencement Date and annually thereafter before the expiration provisions of each policy: Article 8 (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 injurySection 8.01(e) thereof), death sublease, grant, license or property damage liability permit the use by any third party of any portion of the Welcome Center or the Pier Open Space for Ancillary Uses (an “Occupancy Agreement”), provided that (x) such Occupancy Agreement shall include an indemnification provision for the benefit of Landlord substantially in the form attached hereto as Exhibit L, subject to reasonable and covering customary changes thereto which do not materially and adversely reduce Landlord’s rights thereunder (iit being understood that any Occupancy Agreement that does not satisfy these conditions shall not be permitted) and (y) subject to the business(esprovisions of Section 13.02(d) operated hereof, a copy of such Occupancy Agreement (sections of which may be designated by Tenant as “proprietary and by any subtenant of Tenant on the Premises, (iiconfidential”) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging is provided to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. Each insurance policy obtained by Tenant pursuant to this Lease shall contain a clause that the insurer will provide Landlord with at least within thirty (30) days after the execution of such Occupancy Agreement, but in no event later than commencement date of such Occupancy Agreement. (c) Notwithstanding anything to the contrary in Sections 13.02(a) or (b) above: (i) In no event shall the daily admission of Museum patrons or invitees or the general public require the prior written consent of or notice to Landlord; and (ii) Without the prior consent of any material change, non-renewal or cancellation of the policy, shall be in a form satisfactory notice 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 LandlordTenant may, 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 subject to Tenant, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this SectionArticle 8 (as applicable), sublease, grant, license or permit the use by any third party of any portion of the Vessels for Permitted Uses. (d) Landlord is deemed a co-insurer by its insurance carrieracknowledges that Tenant may be hereafter providing Occupancy Agreements to Landlord that contain confidential information, then any loss including trade secrets and proprietary or damage confidential information, the disclosure of which Landlord shall sustain by reason thereof shall may be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a harmful to Tenant’s competitive position. Accordingly, ▇▇▇▇▇▇▇▇ therefor and evidence agrees that it shall maintain the confidentiality of such lossinformation that are clearly marked and identified as “proprietary and confidential”; provided that if disclosure requests are received by Landlord pursuant to the Freedom of Information Law or any judicial or legislative subpoena, 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 Information Law request or subpoena (it being understood and agreed that Landlord shall have the right to make disclosures believed in good faith to be required under the Freedom of Information Law or other applicable law notwithstanding any objection of Tenant). Tenant understands and acknowledges that Landlord is a public authority of the State of New York and is subject to review and oversight by legislative and other regulatory 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 limited circumstances described in this Section 13.02(d).

Tenant. During the Term hereofNotwithstanding any Transfer, Tenant shall keep in full force remain fully responsible and effect liable for the payment of the Rent and for compliance with all of Tenant’s other obligations under this Lease 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 that Tenant shall be relieved from any obligations arising under this Lease after the date of a Transfer if and only if all of the following insurance and shall provide appropriate insurance certificates to Landlord prior to the Lease Commencement Date and annually thereafter before the expiration of each policyoccur: (1a) Commercial general liability insurance for ▇▇▇▇▇▇ has notified Landlord of the benefit name and address of the Tenant Transferee and Landlord as an additional insuredthe Controlling Person, with a limit if any, 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) such Tenant Transferee by the business(es) operated by Tenant and by any subtenant time of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liabilityTransfer; (2b) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereofSuch Transfer is a Permitted Transfer or is otherwise Approved by Landlord; (3c) Workers' compensation The Tenant Transferee shall have assumed responsibility for the performance of all of Tenant’s obligations under this Lease arising on and after the date of the Transfer pursuant to an instrument of assignment and assumption substantially in the amount required form of the Assignment and Assumption Agreement Approved by lawLandlord, 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”); (4d) Business interruption As of the date of the Transfer the Tenant Transferee or loss any Person who is a Controlling Person of income insurance in amounts satisfactory to Landlord, with Tenant Transferee is not 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 insuranceProhibited Person; and (5e) 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 As of the policydate 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 form satisfactory letter addressed and delivered to Landlord and shall be taken out with Tenant (at Tenant’s or the Tenant Transferee’s expense) from a firm of independent, certified public accountants of recognized national or regional standing and stating that, based upon an 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 audit of the above described insurance policies shall Tenant Transferee (after giving actual or pro forma effect to the Transfer) made in no matter limit the liability of Tenant under the terms of Section XV. below. Not more frequently than every two (2) years, ifaccordance with generally accepted auditing standings, in such firm’s opinion the reasonable opinion Financial Test is/was met as of Landlord, the amount of liability insurance specified in this Section XIV. is not adequate, the above-described limits of coverage shall be adjusted by Landlord, by written notification to Tenant, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure Transfer, such letter to be subject to such qualifications and assumptions as are usual and customary at that time for opinions of Tenant to comply with the provisions of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossauditing firms.

Tenant. During To the Term hereofmaximum extent this agreement may be made effective according to law, and except as otherwise expressly provided in this Lease, Tenant shall keep in full force agrees to indemnify and effect the following insurance save harmless Landlord, Landlord Responsible Parties (as hereinafter defined) and shall provide appropriate insurance certificates to Landlord prior any mortgagee providing financing with respect to the Lease Commencement Date Property of which Tenant has received notice from and annually thereafter before against all costs, expenses, liabilities, claims, loss, and damage of whatever nature to the expiration of each policyextent: (1i) Commercial general liability insurance arising from the use, occupancy or 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 the benefit of whom Tenant and Landlord as an additional insuredis legally responsible (collectively, with a limit Tenant, “Tenant Responsible Parties”) during the Term and any further period during which Tenant retains occupancy 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 the Premises or property damage liability and covering (i) the business(es) operated use or occupancy of the Property by Tenant or Tenant Responsible Parties during the Term and by any subtenant further period during which Tenant or any Tenant Responsible Party retains occupancy of Tenant on the Premises, ; (ii) operations arising from any accident, physical injury or physical damage occurring on any portion of independent contractors engaged by Tenant for services the Premises during the Term or construction on or about the Premises, and an Extended Term; or (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to arising from Tenant’s or Tenant located on the Premises for not less than one hundred percent (100%) Responsible Parties’ violation of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 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 this SectionSection 4.3 above with regard to Hazardous Materials; 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 deemed a co-insurer by its insurance carrierlegally responsible (collectively, then with Landlord, “Landlord Responsible Parties”) and (y) in no event shall Tenant be liable under this indemnity for consequential damages, but the limitation in this clause (y) shall not apply to the indemnity set forth in Section 4.3 entitled “Hazardous Materials”. This indemnity and hold harmless agreement shall include indemnity against reasonable attorneys’ fees and all other costs, expenses and liabilities incurred or in connection with any loss such claim or damage which Landlord shall sustain by reason thereof shall be borne by Tenant proceeding brought thereon, the defense thereof, and shall be immediately paid by Tenant as additional rent upon receipt the enforcement of a ▇▇▇▇ therefor and evidence of such lossrights under this indemnity.

Tenant. During Tenant shall not make any alterations to or modifications of the Term hereofLeased 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 unreasonably 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 governmental charges related thereto), using a licensed contractor first approved by landlord, in substantial compliance with the Landlord approved plans and specifications therefore. All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality, Tenant shall keep not commence the making of any such modifications or alterations or the construction of any such improvements until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by landlord, Tenant shall have obtained contingent liability and broad form builder’s risk insurance in full force and effect the following insurance and shall provide appropriate insurance certificates an amount satisfactory to Landlord prior to cover any perils relating to the Lease Commencement Date and annually thereafter before proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements whatsoever to the expiration Outside Areas or the exterior or structural components 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 Building including, without limitation, bodily injuryany cuts or penetrations in the floor, death roof or property damage liability and covering (i) the business(es) operated by Tenant and by any subtenant of Tenant on the Premises, (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) exterior walls of the actual replacement value thereof; (3) Workers' compensation Leased Premises. As used 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 LandlordArticle, the amount of liability insurance specified in this Section XIV. is not adequateterm “modifications, alterations and/or improvements” shall include, without limitation, the above-described limits installation of coverage shall be adjusted by Landlordadditional electrical outlets, by written notification to Tenantoverhead lighting fixtures, in order to maintain drains, sinks, partitions, doorways, or the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVlike., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

Tenant. During the Term hereof, Tenant shall keep in full force indemnify, defend (by counsel reasonably acceptable to Landlord), protect, and effect the following insurance hold Landlord and shall provide appropriate insurance certificates 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 Landlord prior any person or damage to the Lease Commencement Date and annually thereafter before the expiration of each policy: any property Tenant Initials: /s/ L.D.S. 21 whatsoever (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 injurywater tables, death sewer systems and atmosphere), arising from, or property damage liability and covering (i) caused or resulting, in whole or in part, directly or indirectly, by the business(es) operated by Tenant and by any subtenant of Tenant on the Premisesrelease, (ii) operations of independent contractors engaged by Tenant for services presence or construction on discharge in, on, under or about the PremisesPremises 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 Article 7. Tenant's indemnification obligations hereunder shall include, without limitation, and (iii) contractual liability; (2) Firewhether foreseeable or unforeseeable, extended coverageall costs of any required or necessary Hazardous Materials management plan, vandalism and malicious mischief insuranceinvestigation, insuring the personal propertyrepairs, furniture, furnishings and fixtures belonging to Tenant located on cleanup or detoxification or decontamination of the Premises for not less than one hundred percent (100%) of or Project, and the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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 presence and implementation of any material changeclosure, non-renewal remedial action or cancellation of the policy, shall be other required plans 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 policyconnection therewith, and shall not survive the expiration of or early termination of the Lease Term. Tenant shall further be contributing with or in excess of any coverage which Landlord may carry, solely responsible for and shall have loss payable clauses satisfactory to Landlord indemnify, protect, defend and in favor of Landlord naming hold the Landlord, and Landlord's Indemnitees harmless from and against all claims, costs and liabilities including actual attorneys' fees and costs, arising out of or in connection with any removal, remediation, clean up, restoration and materials required hereunder to return the Premises and any other party reasonably designated by Landlord, as an additional insured. The liability limits property of whatever nature to their condition existing prior to the appearance 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term commences. If Tenant fails to maintain and secure the insurance coverage required under this Section XIVHazardous Materials., 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 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 this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such loss.

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

Tenant. During To the Term hereoffullest extent allowed by law, Tenant shall keep in full force and effect the following insurance and shall provide appropriate insurance certificates to Landlord prior except to the extent ------ the same is otherwise expressly waived by Landlord under this Lease 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, 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, or arising from any negligence of Tenant, its partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors (other than Landlord, Contractor or their respective subcontractors or sub-subcontractors), agents, employees or invitees, or arising from any accident, injury or damage whatsoever caused to any person or entity during the Term, in or about the Demised Premises. The indemnity obligations of Tenant under this Section 19.3 which relate directly or indirectly to death, bodily injury, death or personal injury or property damage damage, shall be insured by contractual liability endorsement on Tenant's policies of insurance required under the provisions of Article 5 hereof. Anything in this Section 19.3(a) to the contrary notwithstanding, Tenant's indemnification obligations as aforesaid shall not apply to any claims, costs, liabilities, actions and covering damages which arise as a result of (i) the business(es) operated by Tenant and by any subtenant negligence or wrongful acts or omissions of Tenant on the PremisesLandlord or Contractor (or their respective partners, directors, officers, shareholders, contractors, subcontractors, sub-subcontractors, agents or employees); or (ii) operations of independent contractors engaged by Tenant for services or construction on or about the Premises, and (iii) contractual liability; (2) Fire, extended coverage, vandalism and malicious mischief insurance, insuring the personal property, furniture, furnishings and fixtures belonging to Tenant located on the Premises for not less than one hundred percent (100%) of the actual replacement value thereof; (3) Workers' compensation in the amount required by law; (4) Business interruption or loss of income insurance in amounts satisfactory to Landlord, with a rental interruption rider assuring Landlord that the rent due hereunder will be paid for a period of not less than twelve (12) months if the Premises are destroyed or rendered inaccessible by a risk insured against by a policy of all risk insurance; and (5) Such other insurance as Landlord deems reasonably necessary. 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, in order to maintain the level of insurance protection comparable to the protection afforded on the date the Term 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 which shall be due and payable to Landlord by Tenant on demand. 19 If, on account of the failure of Tenant either Landlord or Contractor to comply with the provisions a provision of this Section, Landlord is deemed a co-insurer by its insurance carrier, then any loss or damage which Landlord shall sustain by reason thereof shall be borne by Tenant and shall be immediately paid by Tenant as additional rent upon receipt of a ▇▇▇▇ therefor and evidence of such lossLease.