Common use of Compliance with Requirements Clause in Contracts

Compliance with Requirements. (a) Insofar as the same relate to or are caused by Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future Requirements applicable to the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect thereto.

Compliance with Requirements. (a) Insofar Landlord hereby represents that to the best of its knowledge to Tenant that as of the same relate date of this Lease and as of the Commencement Date, the Office Complex, including the Premises comply with all applicable laws and ordinances, all court orders and decrees and all requirements of other governmental authorities. Subject to the foregoing, Tenant shall comply and cause the Premises to comply with all applicable laws and ordinances, all court orders and decrees and all requirements of other governmental authorities. Tenant shall not make, directly or are caused indirectly, any use of the Premises which may be prohibited thereby, which may be dangerous to person or property, which may jeopardize any insurance coverage or which may increase the cost of insurance or require additional insurance coverage. If any insurance policy carried by Tenant's occupancy and Landlord or Tenant shall be cancelled or cancellation shall be threatened or the coverage thereunder reduced or threatened to be reduced in any way by reason of the use or occupation of the Premises, and the Building or the Project or any part thereof by Tenant's other activities , any party claiming by, through or under this Lease, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future Requirements applicable or anyone permitted by Tenant to be upon the Premises, subject, however, and if Tenant fails to Tenant's rights remedy the conditions giving rise to contest any such Requirements, as set forth said cancellation or threatened cancellation or reduction in clause (b) below. Tenant shall likewise comply with coverage on or before the provisions earlier of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to forty eight (48) hours after notice thereof from Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) prior to said cancellation or reduction becoming effective, Tenant shall be solely responsible in default hereunder and Landlord shall have all of the remedies available to Landlord pursuant to this Lease. The parties hereto acknowledge that Landlord shall obtain the Certificate of Occupancy for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretothe Premises.

Compliance with Requirements. (a) Insofar as the same relate to or are caused by Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future Requirements applicable to the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-non- compliance, provided that (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect thereto.

Compliance with Requirements. (a) Insofar as Subject to Article 11 relating to contests, Lessee, at all times during the same relate to Lease Term and at Lessee’s expense, promptly and diligently shall: comply with all Legal Requirements and Insurance Requirements, whether or are caused by Tenant's occupancy not compliance therewith shall require structural changes in the Improvements or interfere with the use and enjoyment of the Demised Premises or any part thereof; comply with any instruments of record at the time affecting the Demised Premises or any part thereof; and procure, maintain and comply with all permits, licenses, franchises and other authorizations required for any use of the PremisesDemised Premises or any part thereof then being made, including without limitation all permits, licenses, and Tenant's franchises which Lessee is required to obtain for the proper erection, installation, operation or maintenance of the Improvements or Lessee’s Equipment or any part thereof. From time to time at the request of Lessor, Lessee at Lessee’s expense shall execute, file and record such certificates of compliance, continuation statements, and other activities documents and certificates, and shall pay such fees and comply with such laws and regulations, as are necessary or appropriate to preserve and protect any right of Lessor under this Lease. Lessee shall furnish to Lessor an opinion satisfactory to Lessor, throughout the Termof counsel satisfactory to Lessor, Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future Requirements applicable to the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the adequacy of such filings and recording. If Lessee’s use of the Demised Premises is or becomes a legal nonconforming use under any Legal Requirement, Lessee shall continually occupy and use the Demised Premises without interruption and comply with such other requirements as may be necessary or appropriate so that such use does not become illegal and may be continued by future occupants of the Demised Premises following the expiration or termination of the Lease Term. Lessee shall not permit all or any part of the Demised Premises to be availed of to qualify for fulfillment of any municipal or governmental requirements for the construction or maintenance of any buildings or other improvements on property other than the Demised Premises, and no building or other improvement constructed on the Demised Premises shall rely on other property not demised hereunder in order to qualify for fulfillment of any governmental requirements. Lessee shall not by act or omission impair the integrity of the Demised Premises as a zoning lot or lots separate and apart from all other property. Any attempt by Lessee to take any action which would violate any provision of this paragraph shall be null and void. During any period of the Lease Term when any perimeter portion of the Demised Premises shall be unimproved by any structure, wall, fence or gate, Lessee shall prevent the same from being used by the public, as such, without restriction or in such manner as might tend to impair Lessor’s title to the Demised Premises or any part thereof, or in such manner as might create an enforceable claim or claims of adverse use or possession by the public, or of implied dedication, of the Demised Premises or any part thereof. Such perimeter portion of the Demised Premises so unimproved at all times shall be subject to such rules or directions as Lessor from time to time. (b) Tenant time may make or give in writing with respect to the maintenance and use thereof, consistent with Lessor’s protection against a claim or claims of the public. All such rules and directions so made or given shall have the rightbe deemed to be and become incorporated in this Lease by reference and shall be complied with and performed fully and promptly by Lessee at Lessee’s expense. Lessee hereby acknowledges that Lessor does not hereby consent, after prior notice to Landlord, at Tenant's sole cost and expenseexpressly or by implication, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity unrestricted use or application possession of any Requirements; provided, however, that Tenant may delay compliance therewith until portion of the final determination of such proceeding only if Demised Premises by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretopublic.

Compliance with Requirements. (a) Insofar as 7.1. Throughout the same relate to or are caused by Term of this Agreement, Master Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Master Tenant's ’s sole cost and expense (except for Landlord Capital Improvements which shall be at Landlord’s expense) and in all material respects, shall promptly comply with all present and future Requirements applicable to whether or not such Requirements shall necessitate structural changes or improvements or interfere with the Premisesuse and enjoyment of the Project, subject, however, to Tenant's rights to contest or any such part thereof. If Landlord receives any notices regarding Requirements, as set forth in clause (b) below. Tenant Landlord shall likewise comply with promptly deliver the provisions of all of same to Master Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) 7.2. Master Tenant shall have the right, after prior notice solely at Master Tenant’s own expense, without cost or expense to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted conducted in good faith, in the name of Master Tenant, the validity or application of any Requirements; , provided, however, that Master Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without the incurrence of, or the risk of incurring, any fine, lien, charge or liability of any kind against the Project or Master Tenant’s leasehold interest therein and without subjecting Master Tenant or Landlord to the risk of any criminal liability, civil or imminent forfeiture of its estatecriminal, for failure so to comply therewith. To the extent reasonably required and at Master Tenant’s request and sole cost and expense, Landlord hereby agrees to cooperate with and provided further that if any fine, lien, charge or civil liability may be incurred by reason of assist Master Tenant with such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretocontests.

Compliance with Requirements. Tenant shall comply with all applicable Laws now or hereafter in force and with all applicable insurance underwriters' regulations (collectively, the "Requirements" and each, a "Requirement"), respecting all matters of occupancy, condition or maintenance of the Leased Premises, whether any of the foregoing shall be directed to Tenant or Landlord or any beneficiary of Landlord (if Landlord is a land trust), and whether imposed on the owner or occupant of the Leased Premises. Notwithstanding anything contained herein to the contrary, in no event shall Tenant be responsible for undertaking any alterations, improvements or construction in the Leased Premises, or paying the costs thereof, to bring the Leased Premises in compliance with any Requirement unless: (a) Insofar compliance with such Requirement is necessary as the same relate to or are caused by a direct result of Tenant's occupancy and specific use of the PremisesLeased Premises (as opposed to a Requirement that pertains broadly to general office use, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly comply with all present and future Requirements applicable to the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant general retail use with respect to the Retail Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faithonly), in the name of Tenant, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) which event Tenant shall be solely responsible for payment bringing the Leased Premises into compliance with such Requirement and all costs and expenses associated therewith; (b) compliance with such Requirement is necessary as a direct result of Tenant's specific tenancy of the Leased Premises (i.e. the Requirement only pertains to tenants who occupy more than 100,000 square feet in an office building), in which event Landlord shall complete any alteration, improvement or construction in the Leased Premises to bring the Leased Premises into compliance with such Requirement, and Tenant shall be responsible for Tenant's proportionate share of such finecosts (i.e. if Landlord performs such work on behalf of three similarly-situated tenants in the Building, lienTenant shall be responsible for the cost of the work directly attributable to Tenant's Leased Premises); (c) if such Requirement pertains broadly to general office use or general retail use, charge Landlord shall be responsible for completing such alterations, improvements or civil liability construction, the costs of which shall be treated as part of Operating Expenses and Tenant shall indemnifybe responsible for Tenant's Upper Level Premises Proportionate Share or Retail Premises Proportionate Share, defend as the case may be, thereof; (d) if such Requirement pertains to the ADA (as hereinafter defined), the obligations of Landlord and hold Landlord harmless Tenant with respect theretothereto shall be governed by the terms and conditions set forth in Article 31 of this Lease, or (e) if, as a direct result of Tenant's Work or Tenant's subsequent build-out of any premises added to the Leased Premises, the Leased Premises does not comply with any Requirement that was in effect at the time Tenant undertook such Tenant's Work or subsequent build-out, Tenant shall be solely responsible for bringing the Leased Premises into compliance with such Requirement and all costs and expenses associated therewith. Tenant shall not make or permit any use of the Leased Premises or the Building, or do or permit to be done anything in or upon the Leased Premises or the Building, or bring or keep anything in the Leased Premises or the Building, which directly or indirectly is forbidden by any of the foregoing or which may be dangerous to persons or property, or which may invalidate or increase the rate of insurance on the Building, its appurtenances, contents or operations, or which may cause a default under any Mortgage or Ground Lease provided that Tenant receives notice that said activity is or may be a default under said Mortgage or Ground Lease, and fails to cease same within ten (10) days after receipt of such notice. Tenant shall procure and maintain all licenses and permits legally necessary for the operation of Tenant's business and allow Landlord to inspect them upon at least twenty-four (24) hours prior verbal or written request, and, at Tenant's option, accompanied by a representative of Tenant. Tenant shall not be responsible for Hazardous Materials (as hereinafter defined) which exist in the Leased Premises or the Building prior to the Effective Date of this Lease.

Compliance with Requirements. (a) Insofar as Tenant shall, at Tenant’s expense, promptly comply with (i) all applicable federal, state, county or municipal laws, statutes, ordinances, rules, regulations, requirements, orders and directions now or hereafter in effect, including zoning laws, land use approvals, ordinances and building codes, stormwater laws and regulations and Title III of the same Americans With Disabilities Act (“ADA”) and other applicable laws and regulations that relate to access by the disabled or are caused handicapped (collectively, “Laws”), (ii) all applicable covenants and restrictions of record (including any Declaration), and (iii) requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter come into effect during the Term, for each of (i), (ii) and (iii) relating to the Premises and/or Tenant’s use thereof; however, Tenant shall not be required to make any structural alterations to the Premises and/or any alterations to the Systems and Equipment, the HVAC or the Common Areas in order to comply with applicable Laws, except to the extent that such compliance is triggered by Tenant's occupancy and ’s use of the Premises, any Tenant’s Work or any Alterations (as defined in Section 7.6), in which case such changes will be made by Landlord and Tenant's Tenant shall reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice therefor. Landlord shall be responsible for compliance with all Laws pertaining to the Project and the Common Areas, other activities under this Leasethan compliance for which Tenant is responsible as described above. Within fifteen (15) days of ▇▇▇▇▇▇▇▇’s written request, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly ▇▇▇▇▇▇ agrees to deliver to Landlord such information and/or documents as Landlord requires in order for Landlord to comply with all present and any regulations relating to commercial building energy ratings benchmarking and/or other reporting requirements either now or in the future Requirements applicable to the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) beloweffect. Tenant shall likewise comply with not use or permit the provisions use of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have in any manner that will create waste or a nuisance or disturb other occupants of the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in Project. Without limiting the name generality of Tenant, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-complianceforegoing, (i) Tenant furnishes shall not use or permit the Premises, or any portion thereof, to Landlord security satisfactory to Landlordbe used for the sale, against such fineprescription, liendistribution, charge use, possession, manufacture or civil liability in accordance with Section 5.7cultivation of cannabis and cannabis-based products regardless of the legality or illegality of the same, and (ii) Tenant shall, at its sole cost and expense, comply promptly with all Hazardous Materials Laws (as defined in Section 18.5) applicable to the Permitted Use and the conduct of Tenant’s business, as set forth in Section 18 below. If at any time it reasonably appears to Landlord that Tenant is not fulfilling its obligations under this Section 6, Landlord may perform, at Tenant’s sole cost and subject to the notice provisions of Section 19 below, an audit or inspection of the Premises to evaluate Tenant’s compliance herewith. (b) As of the date of this Lease, the Premises has not been inspected by a Certified Access Specialist (“CASp”). Landlord hereby makes the following disclosure pursuant to California Civil Code Section 1938: “A Certified Access Specialist can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” Landlord and Tenant hereby mutually agree that, if Tenant requests or otherwise obtains a CASp inspection of the Premises or any other area(s) within the Project, then (a) Tenant shall pay the cost of such inspection, (b) such inspection shall occur at a time mutually agreed upon by Landlord and Tenant, (c) Tenant shall provide Landlord with a copy of the CASp’s report resulting from such inspection within ten (10) days of Tenant’s receipt thereof, (d) Tenant shall keep the CASp’s inspection and all information in the CASp’s report confidential except as necessary to perform the necessary repairs or to comply with any disclosures required by Law and (e) Tenant shall, at its sole cost and expense, make all repairs necessary to correct violations of construction related accessibility standards identified by such inspection, which repairs shall be solely responsible for payment completed no later than one hundred twenty (120) days following the date of such fineCASp inspection; however, lienif any such repairs affect the structure of the Premises, charge the Systems and Equipment, the HVAC or civil liability the Common Areas, then such repairs will be made by Landlord and Tenant shall indemnify, defend and hold reimburse Landlord harmless with respect theretofor the entire cost thereof within thirty (30) days following receipt of an invoice therefor.

Compliance with Requirements. (a) Insofar as the same relate to or are caused by Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's expense, promptly comply with (i) all applicable federal, state, county or municipal laws, statutes, ordinances, rules, regulations, requirements, orders and directions now or hereafter in effect, including zoning laws, land use approvals, ordinances and building codes, all stormwater laws and regulations and Title III of the Americans With Disabilities Act ("ADA") and other applicable laws and regulations that relate to access by the disabled or handicapped (collectively, “Laws”), (ii) all applicable covenants and restrictions of record (including any Declaration), and (iii) requirements of any fire insurance underwriters or rating bureaus, now in effect or which may hereafter come into effect during the Term, for each of (i), (ii) and (iii) relating to the Premises and/or Tenant’s use thereof; however, Tenant shall not be required to make any structural alterations to the Premises and/or any alterations to the Common Areas in order to comply with applicable Laws, except to the extent that such compliance is triggered by Tenant’s use of the Premises, the construction of the Improvements pursuant to Exhibit B or any Alterations (as defined in Section 7.6), in which case such changes will be made by Landlord and Tenant shall reimburse Landlord for the cost thereof within thirty (30) days following receipt of an invoice therefor. Landlord shall, at Landlord’s sole cost and expense (subject to including in Operating Expenses to the extent permitted under Section 2.16), be responsible for compliance with all Laws pertaining to the Project and the Common Areas, other than compliance for which Tenant is responsible as described above. Within fifteen (15) days of Landlord’s written request, Tenant agrees to deliver to Landlord such information and/or documents as Landlord requires in order for Landlord to comply with California Public Resources Code Section 25402.10, or successor statute(s), and related California Code of Regulation, relating to commercial building energy ratings. Tenant shall not use or permit the use of the Premises in any manner that will create waste or a nuisance or disturb other occupants of the Project. Without limiting the generality of the foregoing, Tenant shall, at its sole cost and expense, comply promptly comply with all present and future Requirements Hazardous Materials Laws (as defined in Section 18.5) applicable to the Premises, subject, however, to Permitted Use and the conduct of Tenant's rights to contest any such Requirementsbusiness, as set forth in clause (b) Section 18 below. If at any time it reasonably appears to Landlord that Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the rightis not fulfilling its obligations under this Section, after prior notice to LandlordLandlord may perform, at Tenant's sole cost and expensecost, an audit or inspection of the Premises to contest by appropriate legal proceedings diligently prosecuted in good faithevaluate Tenant's compliance herewith. To Landlord’s actual knowledge, in as of the name date of Tenantthis Lease, the validity or application of any Requirements; provided, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if Premises has not been inspected by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, a Certified Access Specialist (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretoCASp).

Compliance with Requirements. (a) Insofar as the same relate to or are caused by Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's sole cost and expense, promptly Landlord shall comply with and shall cause the Premises to be in compliance with all present and future Requirements applicable to the Premises. Subject to the preceding sentence, subject, however, Tenant shall comply with all applicable Requirements with respect to Tenant's rights to contest any such Requirementsits use and occupancy of the Premises and its construction of the Annex Improvements, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity or application of any RequirementsSection 8.2; provided, however, that Tenant may delay compliance therewith until shall only be responsible for making improvements to the final determination Premises mandated by applicable Requirements if the necessity arises from Tenant’s specific use of the Premises; and provided, further, that Landlord shall be responsible for making structural or non-structural improvements to the Premises (excluding the Annex Improvements) mandated by applicable Requirements if such proceeding only if by improvements would have been required irrespective of the terms nature of the current tenancy. The term “Requirements” shall mean all requirements of all current and future laws, orders, ordinances, rules and regulations of federal, Puerto Rico and municipal authorities, and of any such Requirementscertificate of occupancy, compliance therewith pending use permit, or other direction issued pursuant to law by any public officer or officers, which shall relate to the prosecution Premises or the use, occupancy or control thereof or the conduct of any such proceeding may legally be delayed without subjecting Landlord business thereon, including those relating to the risk or which necessitate structural changes or improvements or alteration, repair or removal of any criminal liabilityimprovements on any part of the Premises. Notwithstanding the foregoing, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such finenot Tenant, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment any violations or breaches of such fine, lien, charge or civil liability the Requirements arising after the Effective Date and shall indemnify, defend and hold Landlord harmless with respect theretocaused by Landlord.

Compliance with Requirements. The Borrower Parties, at their joint and several expense, will promptly (ai) Insofar as comply with all Legal Requirements and Insurance Requirements in respect of the same relate to operation of the Business and the use, operation, maintenance, repair and restoration of the Collateral, whether or are caused by Tenant's occupancy not compliance therewith shall require structural change in any of the Improvements or interfere with the use and enjoyment of the Collateral or operation of the Hospital, and (ii) procure, maintain and comply with all licenses, certificates of need, Medicare and Medicaid provider agreements, accreditations and other authorizations required for the conduct of the Business and any use of the PremisesCollateral then being made, and Tenantfor the proper erection, installation, operation and maintenance of the Collateral or any part thereof. Upon MPT's request, the Borrower Parties shall deliver copies of all such licenses, certificates of need, agreements and other activities under this Leaseauthorizations. The Borrower Parties, throughout the Termjointly and severally, Tenant shallhereby agree to indemnify and defend, at Tenant's the Borrower Parties' sole cost and expense, promptly comply and hold the MPT Parties, their respective successors and assigns, harmless from and against, and to reimburse the MPT Parties and their respective successors and assigns, with respect to any and all present claims, demands, actions, causes of action, losses, damages, liabilities, costs and future Requirements applicable expenses (including, without limitation, reasonable attorneys' fees and court costs) of any and every kind or character, known or unknown, fixed or contingent, asserted against or incurred by any of the MPT Parties, or their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by the Premises, subject, however, to Tenant's rights to contest Borrower Parties of any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with of the provisions of this Section. The Borrower Parties covenant and agree that the Collateral shall not be used for any unlawful purpose. The Borrower Parties shall use their best efforts to have tenants acquire and maintain all of Tenant's insurance policies required licenses, certificates, permits, provider agreements and other authorizations and approvals needed to operate the Collateral and all equipment and machinery used in or in connection with the Collateral in its customary manner for the Primary Intended Use and any other use conducted on the Collateral as may be maintained hereunder or otherwise carried by Tenant with respect to the Premises permitted from time to time. (b) Tenant shall have time hereunder. The Borrower Parties further covenant and agree that their use of the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of TenantCollateral, the validity or application use of any Requirements; provided, however, that Tenant may delay compliance therewith until all equipment and machinery used in connection with the final determination of such proceeding only if by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewithCollateral, and provided further that if any finethe maintenance, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7alteration, and (ii) Tenant operation of the same, and all parts thereof, shall be solely responsible for payment of such fineat all times conform to all applicable local, lienstate and federal laws, charge or civil liability ordinances, rules and shall indemnify, defend and hold Landlord harmless with respect theretoregulations.

Compliance with Requirements. (a) Insofar Landlord represents to Tenant that, as of the same relate date hereof, Landlord has not received any written notice from any governmental authority that the Building Systems serving the Premises or the Common Areas of the Building, including the path of travel to the Premises, are in violation of Requirements as currently interpreted, which violation remains uncured. If any existing violation of applicable Requirements relating to the Building Systems or are caused by Common Areas prevents Tenant from obtaining a certificate of occupancy for the Premises or otherwise materially, adversely affects Tenant's occupancy and use of or access to the Premises, Landlord shall not be liable to Tenant for any damages, but Landlord, at no cost to Tenant, shall, as Tenant's sole remedy (except for the potential abatement of Base Rent and Escalation Rent as provided below in this Section 7.3(a)), perform such work or take such other action as may be necessary to cure the violation of Requirements that existed as of the date hereof, provided 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 Requirements. Further, if solely as a result of the failure of the Building Systems serving the Premises (but not any heating, ventilation or air conditioning units located in or exclusively serving the Premises) or the Common Areas to comply with applicable Requirements, Tenant is prohibited by local authorities from legally occupying the Premises, Base Rent and Escalation Rent (if applicable) shall ▇▇▇▇▇ one (1) day for each day after the Rent Commencement Date that such violation prevents Tenant from legally occupying the Premises. Notwithstanding the foregoing, Landlord shall have the right to contest any alleged violation in good faith, including, without limitation, the right to apply for and obtain a waiver or deferment of compliance, the right to assert any and all defenses allowed by law, and the right to appeal any decisions, judgments or rulings to the fullest extent permitted by law, and Landlord's obligation to perform work or take such other action to cure a violation under this Section 7.3(a) shall apply after the exhaustion of any and all rights to appeal or contest. In addition, notwithstanding any provision in this Section 7.3(a) to the contrary, Landlord's obligation under this Section 7.3(a) shall not apply to the life safety systems located wholly within the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's its sole cost and expensecost, promptly comply with all present and future Requirements applicable shall perform any work to ensure the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with compliance of the provisions of all of Tenant's insurance policies required to be maintained hereunder or otherwise carried by Tenant with respect to life safety systems serving the Premises from time to timewith applicable Requirements. (b) Tenant shall have Except to the rightextent of Landlord's obligations, after prior notice to LandlordTenant, at Tenant's sole its cost and expense, shall promptly comply with all Requirements applicable to contest by appropriate legal proceedings diligently prosecuted Tenant's use or occupancy of, or business conducted in, the Premises, and shall maintain the Premises and all portions thereof in good faithcompliance with all applicable Requirements. The judgment of any court of competent jurisdiction, or the admission of Tenant in the name of any action or proceeding involving Tenant, the validity whether or application of any Requirements; provided, howevernot Landlord is party thereto, that Tenant may delay compliance therewith until is in noncompliance with any Requirement shall be conclusive of that fact. In addition, Tenant shall make all modifications to any portion of the final determination of such proceeding only if Project outside the Premises (including whether structural or capital in nature), which are necessitated by the terms of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to LandlordTenant's use or occupancy of, against or business conducted in, the Premises (other than investment banking and securities trading, so long as such fineactivities are consistent with classification of the Premises as a "commercial facility" and not a "public accommodation" under the Americans With Disabilities Act), lien, charge or civil liability in accordance with Section 5.7, and (ii) any acts or omissions of Tenant shall be solely responsible for payment of or any other Tenant Parties, or (iii) any Alterations (subject to Landlord's obligations pursuant to Section 7.3(a) above), or Landlord may elect to perform such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretomodifications at Tenant's expense.

Compliance with Requirements. Subject to the terms of the next succeeding sentence, Tenant shall comply, in all material respects, with all applicable Laws (ahereinafter defined) Insofar as the same relate to now or are caused by Tenant's occupancy hereafter in force, and use with all applicable insurance underwriters regulations and other requirements, respecting all matters of occupancy, condition or maintenance of the Premises, whether any of the foregoing shall be directed to Tenant or Landlord and whether imposed on the owner or occupant of the Premises. Notwithstanding the foregoing, but subject to the provisions of Section 9(e) and 9(f) regarding Tenant's other activities under this Lease, throughout the Termobligations with respect to "Hazardous Substances" and "ADA" (as such terms are defined therein), Tenant shallshall not be obligated to make any structural alterations or capital improvements required by changes in Laws following the Commencement Date, at to the extent similar alterations or improvements will be required to be made in the Building as a whole as a result of such changes in Law (i.e., as distinguished from alterations or improvements made necessary by Tenant's sole cost particular use of the Premises or required to be made to, or made necessary by, Tenant's Work or other Tenant Alterations), and expenseall such structural alterations or capital improvements which are not so required to be made by Tenant shall instead be made by Landlord (subject to reimbursement as part of "Expenses", promptly comply with all present as and future Requirements applicable to the extent permitted in Exhibit C hereto). "LAWS" means all statutes, laws, ordinances, codes, rules and regulations, orders and directions of public officials or other acts having the force or effect of law, of all federal, state, county, municipal and other agencies, authorities or bodies having jurisdiction over the Premises, subject, however, to Tenant's rights to contest any such Requirements, as set forth in clause (b) below. Tenant shall likewise comply with not make or permit any use of the provisions of all of Tenant's insurance policies required Premises or the Building, or do or permit to be maintained hereunder done anything in or otherwise carried by Tenant with respect to upon the Premises from time to time. (b) Tenant shall have or the rightBuilding, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, or bring or keep anything in the name Premises or the Building, which directly or indirectly is forbidden by any of Tenantthe foregoing or which may be dangerous to persons or property, or which may invalidate or increase the validity rate of insurance on the Building, its appurtenances, contents or application of any Requirements; providedoperations, however, that Tenant may delay compliance therewith until the final determination of such proceeding only if or which would tend to create or continue a nuisance or which is contrary to or prohibited by the terms and conditions of any such Requirements, compliance therewith pending the prosecution of any such proceeding may legally be delayed without subjecting Landlord to the risk of any criminal liability, or imminent forfeiture of its estate, for failure so to comply therewith, and provided further that if any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretothis lease.

Compliance with Requirements. (a) Insofar as the same relate to or are caused by Tenant's occupancy and use of the Premises, and Tenant's other activities under this Lease, throughout the Term, Tenant shall, at Tenant's ’s sole cost and expense, promptly fully, diligently, and in a timely manner comply with all present “Applicable Requirements,” which term is used in this Lease to mean all laws, rules, regulations, ordinances, directives, covenants, easements, and future Requirements restrictions of record, permits, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Landlord’s engineers and/or consultants, relating in any manner to the Premises (including but not limited to matters pertaining to (a) industrial hygiene, (b) environmental conditions on, in, under, or about the Premises, subjectincluding soil and groundwater conditions, howeverand (c) the use, to Tenant's rights to contest any such Requirementsgeneration, as set forth in clause (b) below. Tenant shall likewise comply with the provisions of all of Tenant's insurance policies required to be maintained hereunder manufacture, production, installation, maintenance, removal, transportation, storage, spill, or otherwise carried by Tenant with respect to the Premises from time to time. (b) Tenant shall have the right, after prior notice to Landlord, at Tenant's sole cost and expense, to contest by appropriate legal proceedings diligently prosecuted in good faith, in the name of Tenant, the validity or application release of any RequirementsHazardous Substance), now in effect or which may hereafter come into effect; provided, however, in no event shall Tenant bear any responsibility for Hazardous Substances present in, on or under the Premises as of the Commencement Date or that migrate under the Premises through the air, water or soil through no fault of Tenant may delay or Tenant’s employees, agents, contractors or vendors. Tenant shall, within 5 days after receipt of Landlord’s written request, provide Landlord with copies of all documents and information evidencing Tenant’s compliance therewith until the final determination of such proceeding only if with any Applicable Requirements, with which Tenant is required by the terms of any such Requirementsthis Lease to comply, compliance therewith pending the prosecution and shall immediately upon receipt notify Landlord in writing (with copies of any such proceeding may legally be delayed without subjecting Landlord to the risk documents involved) of any criminal liabilitythreatened or actual claim, notice, citation, warning, complaint, or imminent forfeiture of its estate, for report pertaining to or involving failure so by Tenant or the Premises to comply therewith, and provided further that if with any fine, lien, charge or civil liability may be incurred by reason of such non-compliance, (i) Tenant furnishes to Landlord security satisfactory to Landlord, against such fine, lien, charge or civil liability in accordance with Section 5.7, and (ii) Tenant shall be solely responsible for payment of such fine, lien, charge or civil liability and shall indemnify, defend and hold Landlord harmless with respect theretoApplicable Requirements.