Compliance with Legal and Insurance Requirements. Subject to Article XII relating to permitted contests, Lessee, at its expense, # shall comply, in all material respects with all Legal Requirements and Insurance Requirements applicable to Lessee and the use, operation, maintenance, repair and restoration of the Facilities and the Leased Property, whether or not compliance therewith shall require structural change in any of the Leased Improvements or interfere with the use and enjoyment of the Leased Property; # shall not use the Leased Property and Lessee’s Personal Property for any unlawful purpose; # shall procure, maintain and comply with all material Licenses and any other licenses, certificates, certifications, consents, permits, governmental approvals, and authorizations required under the Legal Requirements for any use of the Leased Property and Lessee’s Personal Property then being made, and for the proper erection, installation, operation and maintenance of the Leased Property or any part thereof, including, without limitation, any Capital Additions; and # shall use its commercially reasonable efforts to require under the Tenant Leases that all Tenants acquire and maintain all material Licenses necessary to operate any portion of the Leased Property subleased to them for any appropriate and permitted uses conducted on the Leased Property as may be permitted from time to time hereunder, it being acknowledged by Lessor that any failure by any Tenant under this clause (d) shall not cause (or be deemed to cause) a breach by Lessee of this Section 8.1 unless Lessee has so failed to use commercially reasonable efforts. Lessee’s use of the Leased Property, the use of all Lessee’s Personal Property used in connection with the Leased Property, and the maintenance, alteration, and operation of the same, and all parts thereof, shall at all times conform in all material respects to all Legal Requirements. Upon Lessor’s request, Lessee shall deliver to Lessor copies of all such Licenses that are currently held by Lessee or its Affiliates to the extent applicable to the Leased Property. Lessee shall indemnify and defend, at Lessee’s sole cost and expense, and hold Lessor, its Affiliates and their respective successors and assigns harmless from and against and agrees to reimburse Lessor, its Affiliates and their respective successors and assigns with respect to any and all claims, demands, actions, causes of action, losses, damages, liabilities, reasonable, out-of-pocket costs and 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 Lessor, its Affiliates and their respective successors and assigns, at any time and from time to time by reason or arising out of any breach by Lessee of any of the provisions of this Article VIII or any breach or violation by Lessee of any Legal Requirements, including any and all such claims, demands, liabilities, damages, costs and expenses relating to immaterial violations or breaches of the Legal requirements, except to the extent arising solely as a result of the gross negligence or willful misconduct of Lessor or its Affiliates. All such damages and reasonable out-of-pocket costs and expenses payable to Lessor under this Section 8.1 shall be due and payable by Lessee within thirty (30) days after delivery of written demand from Lessor, its Affiliates or their respective successors and assigns.

Existence; Compliance with Legal Requirements: Insurance. Each Borrower shall do or cause to be done all things necessary to preserve, renew and keep in full force and effect such Borrower’s existence as a limited liability company, the rights, licenses, Permits and franchises necessary for the conduct of such Borrower’s business and comply with all Legal Requirements and Insurance Requirements applicable to Borrowers and the Properties. Borrowers shall at all times maintain, preserve and protect all franchises and trade names and preserve all the remainder of Borrowers’ property necessary for the continued

. Except for the Open Permit (as defined in [Schedule 13]), the Meadow Parking Shortage (as defined in [Schedule 13]) and the past-due Orange, Connecticut Fire Marshal inspections for the Cascade Property, the 15 Executive Property, the 25 Executive Property, the 35 Executive Property, the Lambert Property and the Marsh Property, each Individual Property is in compliance with all applicable Legal Requirements. No Borrower has received any notice from any Governmental Authority as to any violation of any Legal Requirements.

The Lessee shall comply with the requirements of the Insurance Council of Australia, any fire protection authority or other body having similar jurisdiction and with the requirements of any statutes regulations or notices issued by any similar authority. The Lessee’s obligations under this clause 10.4 shall not require it to undertake structural alterations to the Premises unless such alterations are required as a result of the nature of the use of the Premises by the Lessee or the Lessee’s activities on the Premises. The Lessee covenants and agrees with the Lessor throughout the term of this Lease to perform and observe and to ensure that the Lessee’s Agents perform and observe all necessary and proper fire drills and emergency evacuation procedures.

Compliance with Legal Requirements. The granting and delivery of the Award, and any other obligations of the Company under this Agreement, shall be subject to all applicable federal, state, local, and foreign laws, rules, and regulations and to such approvals by any regulatory or governmental agency as may be required.

Compliance with Registration Requirements. The Registration Statement and any Rule 462(b) Registration Statement shall have been declared effective by the Commission under the Securities Act. The Company has complied, to the Commission’s satisfaction, with all requests of the Commission for additional or supplemental information. No stop order suspending the effectiveness of the Registration Statement or any Rule 462(b) Registration Statement is in effect and no proceedings for such purpose have been instituted or are pending or, to the best knowledge of the Company, contemplated or threatened by the Commission. The Company meets the requirements for use of Form S-3 under the Securities Act. The sale of the Placement Shares hereunder meets the requirements of General Instruction I.B.1 of Form S-3.

. Except for the Open Permit (as defined in [Schedule 13]), the Meadow Parking Shortage (as defined in [Schedule 13]) and the past-due Orange, Connecticut Fire Marshal inspections for the Cascade Property, the 15 Executive Property, the 25 Executive Property, the 35 Executive Property, the Lambert Property and the Marsh Property, each Borrower and Guarantor is in compliance with all applicable Legal Requirements, and no Borrower or Guarantor has received any written notice that any Borrower or Guarantor is in violation of any Legal Requirement.

Compliance With Insurance Requirements. With respect to any insurance policies required or permitted to be carried by Landlord in accordance with the provisions of this Lease, Tenant shall not conduct nor permit any Tenant Parties to conduct any activities nor keep, store or use (or allow any other person to keep, store or use) any item or thing within the Leased Premises, Building 3, the Common Areas or the Property which # is prohibited under the terms of any such policies, # could result in the termination of the coverage afforded under any of such policies, # could give to the insurance carrier the right to cancel any of such policies, or # would cause an increase in the rates (over standard rates) charged for the coverage afforded under any of such policies. Landlord represents and warrants to Tenant that Tenant’s use of the Leased Premises for the Permitted Use is not prohibited under any of such policies or to Landlord’s knowledge would give the insurance carrier the right to cancel any of such policies. Tenant shall comply with all requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters which are necessary to maintain, at standard rates, the insurance coverages carried by either Landlord or Tenant pursuant to this Lease.

The Lessee shall comply with the requirements of the Insurance Council of Australia, any fire protection authority or other body having similar jurisdiction and with the requirements of any

. All Required Insurance Policies are in full force and effect. All premiums due and payable in respect of such Required Insurance Policies have been paid. No Borrower has received any notice from any insurance company or inspection or rating bureau # terminating or threatening in writing to terminate any Required Insurance Policies insuring any Borrower or any Individual Property, or # setting forth any requirements as a condition to the continuation of any insurance coverage on or with respect to any Borrower or any Individual Property or the continuation thereof at premium rates existing at present that, in either case, has not been remedied or satisfied.