By Landlord. Landlord hereby indemnifies and agrees to defend (at Tenant’s option and with counsel reasonably acceptable to Tenant), save and hold Tenant harmless from and against any and all Claims for injury or death to persons or damage to property occurring within or within or about the Common Area caused by the willful misconduct or gross negligence of Landlord or its employees, except to the extent caused by the willful misconduct or negligence of Tenant or its agents or employees.

By Landlord. Notwithstanding the confidentiality provisions herein, Landlord may disclose the existence and/or contents of this Lease: # as and only to the extent required by Legal Requirements or in response to a request by a Governmental Authority; # as necessary to # manage its investment in the Building or Project or # seek input, advice, or guidance from existing or prospective professional advisors, including, without limitation, analysts, investors, tax preparers, bank personnel, brokers, business advisors, legal advisors, lenders, and financial advisors; # as necessary to manage and enforce the terms of this Lease, # if the information is already a matter of public record or generally known to the public, or # as otherwise reasonably necessary in the course of operations of the property or business of Landlord and its affiliates, including, without limitation, capital formation.

Entry. Following the Effective Date and continuing until the Closing or earlier termination of this Agreement, Seller shall provide the Buyer Parties with reasonable access to the Property in accordance with the terms and conditions of this # in order for Buyer to investigate the Property and the physical conditions thereof, including without limitation such non-invasive environmental, engineering and economic feasibility inspections and testing as Buyer may elect (the “Due Diligence Activities”). In connection with the foregoing, Buyer and Seller each agree that the provisions of this # shall supersede any prior access agreements made by Buyer in favor of Seller as of the date of this Agreement including, without limitation, that certain Entry and Indemnity Agreement dated February 16, 2021, by and between Seller and Buyer. Such access, investigation, inspections, tests and discussions shall be on the following terms and conditions:

Assignments by Landlord. Landlord will have the right to transfer and assign, in whole or in part, all its rights and obligations hereunder and in the Building and Project, and in such event and upon its transferee’s assumption of Landlord’s obligations thereafter accruing hereunder, no further liability or obligation will thereafter accrue against Landlord hereunder (provided that any such successor in interest expressly assumes the obligations of Landlord hereunder, in writing). Upon request by Landlord, Tenant agrees to execute a certificate certifying such facts as Landlord may reasonably require in connection with any such assignment by Landlord. This paragraph shall not affect Landlord’s liability for matters arising prior to the transfer of the Building including the Security Deposit.

Inspection by Landlord. Tenant shall use commercially reasonable efforts to provide Landlord with reasonable prior notice of any inspection to be performed by a governmental entity in connection with the construction of the Tenant Improvements in order to allow Landlord to be present during such inspection. Landlord shall have the right to inspect the Tenant Improvements at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same; further provided that such inspections shall not unreasonably interfere with construction of the Tenant Improvements. Should Landlord reasonably disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved; provided Landlord may only so disapprove of defective Tenant Improvement work or Tenant Improvement work that does not conform to the Approved Working Drawings or is otherwise not performed in a good and workman like manner. Any such defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord reasonably determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant's use of such other tenant's leased premises, Landlord may, take such action as Landlord reasonably deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord's reasonable satisfaction.

Performance by Landlord. Upon an Event of Default, Landlord may (but need not) and without waiving any default or releasing Tenant from any obligations, cure such default for the account of Tenant. Tenant shall promptly pay Landlord the amount of such charges, costs and expenses as Landlord shall have incurred in curing such default, together with interest at the Base Interest Rate.

Forbearance by Landlord. Except as otherwise set forth in this Agreement, Landlord hereby agrees to forbear pursuit of its rights and remedies under the Leases, Guarantees, Pledge Agreements, Security Agreements, and Subordination Agreements (collectively, the “Lease Documents”) and applicable law until the occurrence of a Termination Event (defined below) under this Agreement. Upon a Termination Event, Landlord may cease such forbearance and may immediately commence and pursue any or all rights and remedies Landlord may have under the Lease Documents and applicable law, all in such order and manner as Landlord may elect from time to time in its sole discretion, and without further notice of any kind to any of the Wellington Parties or any other person.

Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements at all times upon reasonable prior notice, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same. Should Landlord reasonably disapprove any portion of the Tenant Improvements, on the grounds that the construction is defective or fails to comply with the Approved Working Drawings, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any such defects or deviations shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists that might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, or the structure or exterior appearance of the Building, Landlord may, take such action as Landlord reasonably deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord's reasonable satisfaction.

Inspection by Landlord Landlord shall have the right to inspect the Tenant Improvements at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same Should Landlord disapprove any portion of the Tenant Improvements, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved Any defects or deviations in, and/or disapproval by Landlord of, the Tenant Improvements shall be rectified by Tenant at no expense to Landlord; provided however, that in the event Landlord determines that a defect or deviation exists or disapproves of any matter in connection with any portion of the Tenant Improvements and such defect, deviation or matter might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant's use of the Project, Landlord may, take such action as Landlord deems reasonably necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord's satisfaction

Inspection by Landlord. Landlord shall have the right to inspect the Tenant Improvements at all times, provided however, that Landlord's failure to inspect the Tenant Improvements shall in no event constitute a waiver of any of Landlord's rights hereunder nor shall Landlord's inspection of the Tenant Improvements constitute Landlord's approval of the same. Should Landlord reasonably disapprove any portion of the Tenant Improvements, on the grounds that the construction is defective or fails to comply with the Approved Working Drawings, Landlord shall notify Tenant in writing of such disapproval and shall specify the items disapproved. Any such defects or deviations shall be rectified by Tenant at no expense to Landlord, provided however, that in the event Landlord determines that a defect or deviation exists that might adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning or life-safety systems of the Building, the structure or exterior appearance of the Building or any other tenant's use of such other tenant's leased premises, Landlord may, take such action as Landlord reasonably deems necessary, at Tenant's expense and without incurring any liability on Landlord's part, to correct any such defect, deviation and/or matter, including, without limitation, causing the cessation of performance of the construction of the Tenant Improvements until such time as the defect, deviation and/or matter is corrected to Landlord's reasonable satisfaction.