Tenant Indemnification. Tenant shall indemnify, defend by counsel reasonably acceptable to Landlord, protect and hold Landlord, Wilson Meany, L.P. and their respective directors, shareholders, investment managers, partners, lenders, members, managers, contractors, affiliates, employees, trustees, principals, beneficiaries, officers, mortgagees and agents (each a “Landlord Party” and collectively, the “Landlord Parties”) harmless from and against any and all claims, liabilities, losses, costs, loss of rents, liens, damages, injuries or expenses, including reasonable attorneys’ and consultants’ fees and court costs, demands, causes of action, or judgments (collectively, “Losses”), directly or indirectly arising out of or related to: # the use or occupancy or manner of use or occupancy of the Premises (including the Roof Top Area) by Tenant or any Tenant Party; or # any injury or death of any person or damage to or destruction of property occurring in the Premises (including the Roof Top Area), from any cause whatsoever; or # any injury or death of any person or damage to or destruction of property occurring in, on or about the Building or Project or in the vicinity of the Building or Project, including the Common Areas and Parking Facilities, to the extent such injury, death or damage is caused by the negligence or willful misconduct of Tenant or any Tenant Parties; or # Tenant’s use of the roof of the Building pursuant to Paragraph 38; or # the installation, use, operation, maintenance, replacement and/or removal of the Generator Equipment or any portion. The foregoing indemnity by Tenant shall not be applicable to claims to the extent arising from the gross negligence or willful misconduct of Landlord. Landlord shall not be liable to Tenant and Tenant hereby waives all claims against Landlord for any injury to or death of, or damage to any person or property or business loss in or about the Premises, Building or Project by or from any cause whatsoever (other than Landlord’s gross negligence or willful misconduct) and, without limiting the generality of the foregoing, whether caused by water leakage of any character from the roof, walls, basement or other portion of the Premises, Building or Project, or caused by gas, fire, oil or electricity in, on or about the Premises, Building or Project, acts of God or of third parties, or any matter outside of the reasonable control of Landlord. The provisions of this Paragraph shall survive the expiration or earlier termination of this Lease.

Tenant Remedies. Notwithstanding anything to the contrary in this Lease, if Tenant claims that Landlord has unreasonably withheld, conditioned, or delayed its consent under this Paragraph 22 or otherwise has breached or acted unreasonably under this Paragraph 22, Tenant’s remedies shall be declaratory judgment and an injunction for the relief sought, and/or an action for compensatory monetary damages, and Tenant hereby waives all other remedies, including, without limitation, any right provided under California Civil Code Section 1995.310 or other Applicable Laws to terminate this Lease.

Tenant Requested. Tenant may notify Landlord in writing, on or before September 15, 2015, if Tenant desires any modifications to # the lighting within the interior first floor lobby, # the floor finishes of the first floor lobby, # the wall finishes of the first and second floor lobby (excluding the glass entry façade), # the balcony treatment of the second floor lobby, # the interior of the elevator cabs and # the finishes and fixtures within the restrooms (“Proposed Modifications”). No modifications to the concrete shear wall within the lobby or to the glass curtain wall systems opening from the Building to the plaza will be permitted. Tenant’s notice must be sufficiently detailed to permit Landlord’s architect to timely incorporate any such Proposed Modifications into the Building Plans. Landlord shall not unreasonably withhold its approval of the Proposed Modifications, provided that, without limiting the generality of the foregoing, it shall be reasonable to disapprove such Proposed Modifications for the reasons specified in [Section 2.2.1] below or if such Proposed Modifications would delay Substantial Completion of the Base Building Improvements or if Tenant requests any materials, finishes, or installations which are not readily available. Landlord shall perform or cause to be performed any Proposed Modifications approved by Landlord pursuant to this [Section 1.2.2] as part of the Base

Tenant Acknowledgement. Tenant hereby acknowledges receipt of the notification in paragraph # of this Section 43 and understands that the purpose of such notification is to make Tenant and any agents, employees, and contractors of Tenant, aware of the presence of ACMs and/or PACMs within or about the Building in order to avoid or minimize any damage to or disturbance of such ACMs and/or PACMs.

Tenant Audit. If Tenant disputes the amount set forth in any statement provided by Landlord under Paragraph 4.3 above, Tenant shall have the right, not later than twenty (20) days following receipt of such statement and upon the condition that Tenant shall first deposit with Landlord the full amount in dispute, to cause Landlord’s books and records with respect to Operating Expenses for such calendar year to be audited by a certified public accountant selected by Tenant and subject to Landlord’s right of approval. The Operating Expense Reconciliation may be adjusted in accordance with the audit. If the audit discloses a discrepancy in Tenant’s favor in excess of ten percent (10%) of Tenant’s Proportionate Share of the Operating Expenses previously reported, the cost of the audit shall be borne by Landlord; otherwise the cost of the audit shall be paid by Tenant. If Tenant does not request an audit in accordance with the provisions of this Paragraph 4.5 within twenty (20) days after receipt of Landlord’s statement provided pursuant to Paragraph 4.3, such statement shall be final and binding for all purposes hereof. Tenant acknowledges and agrees that any information revealed in the above described audit may contain proprietary and sensitive information and that significant damage could result to Landlord if such information were disclosed to any party other than Tenant’s auditors. Tenant shall not in any manner disclose, provide or make available any information revealed by the audit to any person or entity without Landlord’s prior written consent, which consent may be withheld by Landlord in its sole and absolute discretion. The information disclosed by the audit will be used by Tenant solely for the purpose of evaluating Landlord’s books and records in connection with this Paragraph 4.5.

Tenant Responsibility. Tenant, at its sole expense, shall be solely responsible for any Signage it uses at the Premises, and shall, at its sole cost and expense conform with these Sign Criteria and all applicable laws, obtain required permits, install, maintain and remove such Signage, as well as restore the Premises to Landlord’s satisfaction after such Signage is removed.

Tenant Rights. All awards, damages and other compensation paid on account of such condemnation shall belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and compensation. Tenant shall not make any claim against Landlord or such authority for any portion of such award, damages or compensation attributable to damage to the Premises, value of the unexpired portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim against the authority for relocation expenses and for the value of furnishings, equipment and trade fixtures installed in the Premises at Tenant’s expense and which Tenant is entitled pursuant to this Lease to remove at the expiration or earlier termination of the Lease Term, provided that such claim shall in no way diminish the award, damages or compensation payable to or recoverable by Landlord in connection with such condemnation.

Tenant Estoppels. The Borrowers have delivered to the Agent true, correct, accurate and complete copies of # each form of estoppel certificate sent to a Tenant of any Property and # each estoppel certificate received from a Tenant of any Property prior to the Closing Date.

Tenant Receivables. Rents due from tenants under Leases and from tenants or licensees under License Agreements and operating expenses and/or taxes payable by tenants under Leases (collectively, “Tenant Receivables”) and not collected by ​ as of Closing shall not be prorated between ​ and ​ at Closing but shall be apportioned on the basis of the period for which the same are payable and if, as and when collected, as follows:

Tenant Deposits. All tenant and licensee security deposits collected and not applied by ​ (and interest thereon if required by Law or contract) shall be transferred or credited to ​ at Closing. As of the Closing, ​ shall assume ​’s obligations related to tenant and licensee security deposits, but only to the extent they are credited or transferred to ​. Any and all deposits, bonuses or similar payments by any licensees under the License Agreements or any vendors under the Service Contracts shall be retained by ​ and not prorated or credited to ​. In the event the security deposit shall have been deposited with ​ in a form other than cash (e.g., letter of credit), ​ shall satisfy its obligations hereunder with respect to such security deposit by delivering to Escrow Agent, to be held in trust for the benefit of ​, an assignment of such security deposit to ​ with written instructions to the issuer of such deposit to transfer the same to ​, and appropriate instruments of transfer or assignment.