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<br />Page | 18 <br />4894-6811-3695v.2 0017787-000542 <br />4894-6811-3695v.2 0017787-000542 <br />obligation or responsibility for the cost of any repair, remediation, restoration, clean -up or <br />detoxification of the Premises related to Existing Hazardous Materials. <br />(c) The foregoing indemnity and defense obligations (and exclusions <br />therefrom) of this Lease shall survive its expiration or termination; provided, however, that the <br />indemnity contained in this Section 4.4.4 shall not apply to any Liabilities arising or occurring (a) <br />prior to the Effective Date of this Ground Lease, (b) after the expiration or earlier termination of the <br />Term of this Ground Lease, (c) as a result of the grossly negligent or wrongful acts or omissions of <br />Lessor, or (d) related to Existing Hazardous Materials on the Premises. <br />4.5 Access by Lessor. Lessor reserves the right for County, Agency and their authorized <br />representatives to enter the Premises upon two (2) business days’ prior written notice to Tenant, <br />during normal business hours, in order to determine whether Tenant is complying with Tenant’s <br />obligations hereunder, or to enforce any rights given to County or Agency under this Lease. Lessor <br />and its representatives shall report to the Tenant’s on-site office and must be accompanied by a <br />representative of Tenant at all times while on the Property and obey Tenant’s rules and regulations. <br />Tenant acknowledges Lessor have the authority to enter the Premises and perform work on the <br />Premises at any time as needed to provide immediate or necessary protection for the general public. <br />Lessor will take all necessary measures not to unreasonably interfere with Tenant’s business at the <br />Premises in exercising its rights under this Section. <br />Lessor shall indemnify and hold Tenant harmless from and against any loss, cost, damage or liability, <br />including, without limitation, attorneys’ fees, which results from Lessor’s willful misconduct or gross <br />negligence, or willful misconduct or gross negligence committed by any party acting under Lessor’s <br />authority, of the rights granted by this Section 4.5. <br />ARTICLE V <br />CONSTRUCTION OF IMPROVEMENTS <br /> <br />5.1 Construction of Improvements. <br />5.1.1. Initial Improvements. Upon the fulfillment of the Preconditions set forth in <br />Section 5.1.2, below, and payment for and issuance of all permits required under the Laws (whether <br />from County or City in their governmental capacity, or otherwise), Tenant shall construct the Initial <br />Improvements. <br />5.1.2. Preconditions. No work for development of the Initial Improvements shall be <br />commenced, and no building or other materials shall be delivered to the Premises, until: <br />(a <br />(a) Lessor has provided approval in writing that all the conditions set forth in <br />Section 5 of the Option Agreement have been satisfied; <br />(b) Tenant has obtained a permit through the City, submitted Project design, <br />conceptual development, plans and special provisions for the construction of Improvements in <br />accordance with the Lessor’s criteria, standard and practices; <br />Commented [ST10]: Estoppe from Landlord must confirm <br />all preconditions satisfied at closing of USB loan. <br />Commented [ST11]: Per the recitals, I understood all <br />option conditions are satisfied prior to executing this Lease. <br />Commented [ST12]: <br />Commented [ST13]: <br />EXHIBIT 11