Common use of Tenant’s Obligations Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Tenant’s Obligations. Tenant shall, at its sole cost and expense, keep each comply with all laws and requirements of public authorities and all requirements of insurance bodies now or hereafter in effect which shall, with respect to the Premises or the occupancy, use or manner of use of the Collective Leased Properties Premises or to any abatement of nuisance, impose any violation, order or duty upon Landlord, the Board or Tenant arising from (i) Tenant’s use of the Premises, (ii) the manner of conduct of Tenant’s business in the Premises or the operation by Tenant of its installations, equipment or other property thereon, (iii) any cause or condition created by or at the instance of Tenant, (iv) the making or performance of any Alterations, installations or other work by Tenant in or on the Premises, including, without limitation, any Tenant’s Work, or (v) the breach by Tenant of any of its obligations under this Lease; and Tenant shall make all private roadwaysrepairs or Alterations required thereby, sidewalks and curbs appurtenant thereto whether structural (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for which event all such repairs occurs as a result of or Alterations shall be performed by Landlord and the reasonable out-of-pocket cost thereof shall be paid by Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural ) or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to . Notwithstanding the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5foregoing, Tenant shall not take be required to make any Alterations pursuant to the foregoing clauses (i) or omit (ii) unless the same are required by reason of (A) Tenant’s particular manner of use of the Premises other than for normal and customary ordinary office purposes or (B) any ancillary use permitted hereunder other than those ancillary to take any actionnormal and customary ordinary office purposes. In addition to the foregoing, Tenant agrees to participate in all fire and other safety compliance procedures instituted by Landlord, the taking or omission of which materially impairs Board and/or public authorities for the value or the usefulness of any of the Collective Leased Properties or any part thereof for its respective Primary Intended Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Building.

Tenant’s Obligations. (a) Tenant shall, at its sole cost and expenseexpense (except as expressly provided in Section 5.1.2(b)), or shall direct the Manager to, keep each of the Collective Leased Properties and all private roadways, sidewalks and curbs appurtenant thereto (and Tenant's Personal Property, if any) in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs as a result of Tenant's or the Manager's use, any prior use, the elements or the age of the Collective any Leased Properties Property or Tenant's Personal Property, if any, or any portion thereof), and shall promptly make (or cause the Manager to make) all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike manner, consistent with the Manager's and first-class mannerindustry standards for like hotels in like locales, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take (and shall direct the Manager not to take or omit to take) any action, the taking or omission of which would materially impairs and adversely impair the value or the usefulness of any of the Collective Leased Properties Property or any part thereof for its respective Primary Intended Permitted Use. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties 5.1.1(a) shall be limited, limited in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 to the contrary, 11.2 and Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.44.3.

Tenant’s Obligations. Tenant, at its sole cost and expense, shall comply with all Environmental Requirements relating to the storage, use and disposal of all Hazardous Materials, including those materials identified in sections 66680 through 66685 of Title 22 of the California Administrative Code, Division 4. Chapter 30 ("Title 22") as the same may be amended from time to time. If Tenant does store, use or dispose of any Hazardous Materials, Tenant shall notify Landlord in writing at least ten (10) days prior to the first appearance of such materials on the Premises, Building or Office Building Project, and Landlord shall have the right to disapprove of Tenant's use thereof on the Premises (provided that Landlord's failure to disapprove thereof shall not constitute Landlord's approval thereof or excuse Tenant from complying with the terms of this paragraph 44), and Tenant's failure to so notify Landlord shall constitute a default under this Lease. Tenant shall be solely responsible for and shall protect, defend, indemnify, and hold Landlord, its agents and contractors harmless from and against all Environmental Damages arising out of or in connection with the storage, use and disposal of Hazardous Materials by Tenant, its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees. If the presence of Hazardous Materials on the Premises, Building or Office Building Project caused or permitted by Tenant results in contamination or deterioration of water or soil resulting in a level of contamination greater than the levels established by any governmental agency having jurisdiction over such contamination, then Tenant shall, at its sole cost and expense, keep each promptly take any and all action necessary to clean up such contamination if required by law or as a condition to the issuance or continuing effectiveness of any governmental approval which relates to the use of the Collective Leased Properties Premises, Building or Office Building Project. If at any time prior to the expiration of the Term, Landlord shall reach a reasonable good faith determination that Tenant or its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees have at any time violated any Environmental Requirements, discharged any Hazardous Material onto the Premises, Building or Office Building Project, or surrounding areas or otherwise subjected Landlord or the Office Building Project to liability for Environmental Damages, then Landlord shall have the right to require Tenant to conduct appropriate tests of water and all private roadways, sidewalks soil and curbs appurtenant thereto (and Tenant's Personal Property) to deliver to Landlord the result of such tests to demonstrate that no contamination in good order and repair, reasonable wear and tear excepted (whether or not the need for such repairs occurs excess of legally permitted levels has occurred as a result of Tenant's use, any prior use, the elements or the age use of the Collective Leased Properties Premises, Building or Tenant's Personal PropertyOffice Building Project. If the presence of Hazardous Materials on the Premises, Building or any portion thereof)office Building Project is caused or permitted by Tenant or its officers, employees, agents, representatives, servants, subtenants, concessionaires, licensees, contractors, invitees or permittees such that Landlord or Tenant becomes obligated to conduct the necessary clean-up of such contamination as required above, then, Tenant shall further be solely responsible for, and shall promptly make protect, defend, indemnify and hold Landlord, its agents and contractors harmless from and against all necessary claims, costs and appropriate repairs liabilities, including actual attorneys' fees, expert witness fees and replacements thereto costs, arising out of every kind or in connection with any removal, cleanup and naturerestoration work and materials required hereunder to return the Premises, whether interior Building or exterior, structural or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason office Building Project and any other property of a condition existing whatever nature to conditions which existed prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall be permitted Tenant's use thereof and which are within acceptable levels according to prosecute claims against Landlord's predecessors in title for breach of any representation or warranty made to or on behalf of Landlord or for any latent defects in the Collective Leased Properties. All repairs shall be made in a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of any of the Collective Leased Properties Environmental Requirements or any part thereof for its respective Primary Intended Useother Federal, State or local governmental requirements. Tenant's obligations under this Section 5.1.1 as to any of hereunder shall survive the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions termination of this Section 5.1 to the contrary, Tenant's obligations with respect to Hazardous Substances are as set forth in Section 4.4Lease.

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

Tenant’s Obligations. Except as otherwise set forth herein, Tenant shall, at its sole cost and expense, keep each comply with all laws and requirements of public authorities, all licenses and permits required for the proper and lawful conduct of Tenant’s business in the Premises (including all applicable environmental laws) and all requirements of insurance bodies now or hereafter in effect which shall, with respect to the Premises or the occupancy, use or manner of use of the Collective Leased Properties Premises or to any abatement of nuisance, impose any violation, order or duty upon Landlord or Tenant, including without limitation, any violation, order or duty arising from (i) Tenant’s use of the Premises, (ii) the manner of conduct of Tenant’s business in the Premises or the operation by Tenant of its installations, equipment or other property thereon, (iii) any cause or condition created by or at the instance of Tenant, (iv) the making or performance of any Alterations, installations or other work by Tenant in or on the Premises, including, without limitation, any Tenant’s Work, or (v) the breach by Tenant of any of its obligations under this Lease; and Tenant shall make all private roadwaysrepairs or Alterations required thereby, sidewalks and curbs appurtenant thereto whether structural (and Tenant's Personal Property) in good order and repair, reasonable wear and tear excepted (whether or not the need for which event all such repairs occurs as a result of or Alterations shall be performed by Landlord and the reasonable cost thereof shall be paid by Tenant's use, any prior use, the elements or the age of the Collective Leased Properties or Tenant's Personal Property, or any portion thereof), and shall promptly make all necessary and appropriate repairs and replacements thereto of every kind and nature, whether interior or exterior, structural ) or nonstructural, ordinary or extraordinary, foreseen or unforeseen or arising by reason of a condition existing prior to the commencement of the Term necessary for the Primary Intended Use (concealed or otherwise); provided, however, that Tenant shall only be permitted required to prosecute claims against Landlord's predecessors in title make any such structural Alterations to the extent the need for breach the same arises as a result of any representation (A) Tenant’s particular manner of use of the Premises or warranty made to or on behalf the manner of Landlord or for any latent defects conduct of Tenant’s business in the Collective Leased Properties. All repairs Premises or the operation by Tenant of its installations, equipment or other property thereon, where such manner of use, conduct or operation shall be made in reasonably distinguishable from the ordinary use, conduct or operation of a good, workmanlike and first-class manner, in accordance with all applicable federal, state and local statutes, ordinances, by-laws, codes, rules and regulations relating to any such work. Except as permitted by Section 4.5, Tenant shall not take business using the Premises for ordinary office purposes or omit to take any action, the taking or omission of which materially impairs the value or the usefulness of (B) any of the Collective Leased Properties or any part thereof for its respective Primary Intended Usecircumstances described in clauses (iii) through (v) above. Tenant's obligations under this Section 5.1.1 as to any of the Collective Leased Properties shall be limited, in the event of any casualty or Condemnation involving such Leased Property, as set forth in Sections 10.2 and 11.2. Notwithstanding any provisions of this Section 5.1 In addition to the contraryforegoing, Tenant's obligations with respect Tenant agrees to Hazardous Substances are as set forth participate in Section 4.4all fire and other safety compliance procedures instituted by Landlord and/or public authorities for the Building.

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