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<br />9138-126780\1512539.3
<br />6.4 Requirements of Governmental Agencies. At all times during the Term of this
<br />Lease, Tenant, at Tenant’s sole cost and expense, shall: (i) make all alterations, improvements,
<br />demolitions, additions or repairs to the Premises and/or the Improvements required to be made by
<br />any law, ordinance, statute, order or regulation now or hereafter made or issued by any federal, state,
<br />county, local or other governmental agency or entity; (ii) observe and comply in all material respects
<br />with all Laws now or hereafter made or issued respecting the Premises and/or the Improvements
<br />(subject to Tenant’s right to contest such Laws in accordance with Section 4.4); (iv) indemnify,
<br />defend and hold Agency, the Premises and the Improvements free and harmless from any and all
<br />liability, loss, damages, fines, penalties, claims and actions resulting from Tena nt’s failure to comply
<br />with and perform the requirements of this Article VI, except for liability arising out of the gross
<br />negligence or willful misconduct of Lessor or any Lessor Parties.
<br />6.5 Lessor Obligations. Tenant specifically acknowledges and agrees that Agency and
<br />Lessor Parties do not and shall not have any obligations with respect to the maintenance, alteration,
<br />improvement, demolition, replacement, addition or repair of any Improvements.
<br />6.6 Lessor Reservations. Without limiting Lessor’s rights with respect to the Premises,
<br />Lessor reserves for themselves, their successors and assigns those rights necessary to assure proper
<br />maintenance and operation of the Premises and to permit any steps to be taken which the Lessor
<br />deems necessary or desirable to maintain, repair, improve, modify or reconstruct the Premises. The
<br />rights reserved to Lessor in this section or any other section of this Lease shall be exercised by the
<br />Lessor at their sole discretion, unless otherwise provided herein.
<br />ARTICLE VII
<br />DAMAGE AND RESTORATION
<br />
<br />7.1 Damage and Restoration. In the event the whole or any part of the Improvements
<br />shall be damaged or destroyed by fire or other casualty, damage or action of the elements which is
<br />fully covered by insurance required to be carried by Tenant pursuant to this Lease or in fact cause d
<br />by Tenant, at any time during the Term, Tenant shall with all due diligence, at Tenant’s sole cost and
<br />expense, repair, restore and rebuild the Improvements on substantially the same plan and design as
<br />existed immediately prior to such damage or destruction and to substantially the same condition that
<br />existed immediately prior to such damage, with any changes made by Tenant to comply with then
<br />applicable Laws and with any upgrades or improvements that Tenant may determine in its reasonable
<br />discretion. If Tenant desires to change the use of the Premises following such casualty, then Tenant
<br />may make appropriate changes to the Premises to accommodate such changed use after approval of
<br />such change of use by the Lessor pursuant to Article IV above. This Article shall not apply to
<br />cosmetic damage or alterations. In the event that Tenant shall determine, subject to the rights of the
<br />Leasehold Mortgagees by notice to the Lessor given by the later of ninety (90) days after the date of
<br />the damage or destruction or thirty (30) days after receipt by Tenant of any such insurance proceeds,
<br />that there are not adequate proceeds to restore the Improvements and/or the Premises to substantially
<br />the same condition in which they existed prior to the occurrence of such damage or destruction, then
<br />Tenant may terminate this Lease as of a date that is not less than thirty (30) days after the date of
<br />such notice. Notwithstanding Section 17.9, if Tenant terminates this Lease pursuant to this Section
<br />7.1, Tenant shall surrender possession of the Premises to the Lessor immediately and assign to the
<br />Lessor (or, if same has already been received by Tenant, pay to the Lessor) all of its right, title and
<br />interest in and to the proceeds from Tenant’s insurance upon the Premises.
<br />EXHIBIT 5
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