Landlord’s Obligation. Where a default exists under the Lease, the party assuming the Lease may not require Landlord to provide services or supplies incidental to the Lease before its assumption by such trustee or debtor, unless Landlord is compensated under the terms of the Lease for such services and supplies provided before the assumption of such Lease.

Landlord’s Obligation to Repair and Replace. Except as provided below, in the event of partial or total destruction of the Premises during the Term by fire or other casualty, Landlord shall, as promptly as practicable after receipt of any insurance proceeds available as a result of such casualty, repair, reconstruct or replace the portions of the Premises destroyed as nearly as possible to their condition prior to such destruction, except that in no event shall Landlord be obligated to expend more for such repair, reconstruction or replacement than the amounts of any such insurance proceeds actually received. Commencing on the date of such casualty and during the period of such repair, reconstruction and replacement there shall be an equitable abatement of Fixed Rent, Additional Rent with respect to Operating Expenses and Real Estate Taxes, and Supplemental Rent (if any) to the extent loss of Supplemental Rent is covered by Landlord’s rental interruption insurance, from the date of such casualty in proportion to the loss of usable floor area in the Premises.

Obligation. The Buyer agrees to indemnify the Sellers and their respective Affiliates and each of their respective officers, directors, stockholders, managers, members, partners, employees, agents, representatives, successors and assigns (collectively, the “Seller Indemnified Parties”) and hold each of them harmless against any Losses which any of them may suffer, sustain or become subject to, as the result of, arising out of, relating to or in connection with:

Landlord’s Obligation. Landlord shall, at all times during the Lease Term, maintain in good condition and repair the Common Areas and the foundation, footings, slabs, roof structure and membrane, structural and load-bearing and exterior walls of Building 3, elevators, plumbing, pipes, sinks, toilets, faucets and drains, and HVAC equipment. The provisions of this subparagraph # shall in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3 (to the extent not prohibited pursuant to Article 3), the costs incurred by Landlord in performing such maintenance and/or making such repairs. If as a part of Landlord’s obligations under this Paragraph 5.1(b), Landlord is responsible for any individual repair or replacement which is estimated to cost in excess of $10,000 and would typically be capitalized under GAAP, Landlord shall perform such capital repair or replacement and the costs incurred by Landlord with respect thereto (the “Capital Costs”) shall be amortized without interest over the useful life of such improvement as reasonably determined in accordance with GAAP, and Landlord shall notify Tenant in writing of the monthly amortization payment (“Notice of Amortized Capital Costs Amount”) required to so amortize such costs, and shall also provide Tenant with reasonable backup documentation (including calculation of the amortized amount) upon which such determination is made in the Notice of Amortized Capital Costs Amount. Landlord shall also promptly provide Tenant with any additional information regarding such amortized costs which are reasonably requested. Tenant shall pay at the same time the Base Monthly Rent is due an amount equal to such monthly amortization payment for each month after such improvements are completed until the first to occur of # the expiration of the Lease Term (as the same may be extended pursuant to Article 15 below or otherwise), or # the end of the term over which such costs were amortized.

Obligation. During the Employment Term, Executive will devote Executive’s full business efforts and time to the Company and will use good faith efforts to discharge Executive’s obligations under this Agreement to the best of Executive’s ability and in accordance with each of the Company’s corporate governance and ethics guidelines, conflict of interests policies and code of conduct. For the duration of the Employment Term, Executive agrees not to actively engage in any other employment, occupation, or consulting activity for any direct or indirect remuneration without the prior approval of the Board. Executive hereby represents and warrants to the Company that Executive is not party to any contract, understanding, agreement or policy, written or otherwise, that would be breached by Executive’s entering into, or performing services under, this Agreement.

Landlord’s Consent. Landlord shall not unreasonably withhold, condition or delay its consent to any proposed Transfer of the Subject Space to the Transferee on the terms specified in the Transfer Notice. Without limitation as to other reasonable grounds for withholding consent, the parties hereby agree that it shall be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where one or more of the following apply:

Landlord’s Representative. Landlord has designated J. Randal Long as its sole representative with respect to the matters set forth in this Tenant Work Letter, who, until further notice to Tenant, shall have full authority and responsibility to act on behalf of the Landlord as required in this Tenant Work Letter.

. Landlord shall, at all times during the Lease Term, maintain in good condition and repair, and at its sole cost and expense except as hereinafter provided: # the load-bearing walls (excluding paint, caulking, and sealant), foundation, and structural elements of the roof and slab, of the Building, and # the surface elements of the roof of the Building (i.e., the roof membrane), # utility mains servicing the Building, including sewer lines and electrical service exterior to the Building, # exterior portions of Building Systems (excluding HVAC), and # all of the Outside Areas, including the parking lot surfaces, landscaping and all outdoor facilities. Landlord shall regularly and periodically sweep and clean the driveways and parking areas. The costs incurred by Landlord for maintenance, repair, or replacement of the elements set forth in [clause (i) above] shall not be passed through to Tenant except to the extent necessitated by uninsured damage caused by the negligence or willful misconduct of Tenant or any of the Tenant Parties. In addition, the provisions of this subparagraph # shall in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3, the costs incurred by Landlord in the maintenance, repair, or replacement of the elements set forth in [clauses (ii) through (v) above]. Landlord shall maintain the Property in accordance with the Operating Standards (as defined below). In the event Tenant does not elect to hire a contractor under [clauses (x) and (y)] of Paragraph 5.1(a) above, Landlord may hire any such contractor. Notwithstanding anything to the contrary contained in this Lease, if, at any time during the Lease Term, the repair costs for # the HVAC units, # the roof and/or the roof membrane, or # any of the passenger elevators of the Building meets or exceeds or are anticipated to meet or exceed fifty percent (50%) of the estimated replacement cost of such items [(A) through (C)], respectively, then Landlord shall agree to replace such items pursuant to this Paragraph 5.1(b). If the foregoing sentence is satisfied, then Landlord shall promptly engage a licensed contractor to replace such items necessary for the safe and

Landlord’s Cure. All covenants and agreements to be kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and expense and without any reduction of Rent, except to the extent, if any, otherwise expressly provided herein. If Tenant shall fail to perform any obligation under this Lease, and such failure shall continue after notice in excess of the time allowed under [Section 19.1.2], above, unless a specific time period is otherwise stated in this Lease, Landlord may, but shall not be obligated to, make any such payment or perform any such act on Tenant’s part without waiving its rights based upon any default of Tenant and without releasing Tenant from any obligations hereunder.

Landlord’s Title. Landlord’s title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or may encumber the title of Landlord.