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<br />4894-6811-3695v.2 0017787-000542
<br />5.6.10. Notwithstanding anything above to the contrary, if Tenant incurs
<br />expenditures that constitute Permitted Capital Expenditures but which are not funded out of the
<br />Capital Improvement Fund because sufficient funds are not then available in such fund, then Tenant
<br />may credit the Permitted Capital Expenditures so funded by Tenant out of its own funds against
<br />future Capital Improvement Fund contribution obligations of Tenant; provided, that such credit must
<br />be applied, if at all, within four (4) years after such Permitted Capital Expenditure is incurred by the
<br />Tenant.
<br />ARTICLE VI
<br />REPAIRS, MAINTENANCE, ADDITIONS AND RECONSTRUCTION
<br />
<br />6.1 Maintenance by Tenant. Throughout the Term of this Lease, Tenant shall, at Tenant’s
<br />sole cost and expense, keep and maintain the Premises and any and all Improvements now or
<br />hereafter constructed and installed on the Premises in good order, condition and repair (i.e., so that
<br />the Premises does not deteriorate more quickly than its age and reasonable wear and tear would
<br />otherwise dictate) and in a safe and sanitary condition and in compliance with all applicable Laws in
<br />all material respects. Tenant shall immediately notify the Lessor of any damage relating to the
<br />Premises.
<br />6.2 Interior Improvements, Additions and Reconstruction of Improvements. Following
<br />the completion of construction of the Initial Improvements, Tenant shall have the right from time to
<br />time to make any interior improvements to the Improvements that are consistent with the Lessor’s
<br />approved use of the Premises as reflected in this Lease, without Lessor’s prior written consent, but
<br />with prior written notice to the Lessor (except in the event of an emergency, in which case no prior
<br />written notice shall be required but Tenant shall notify Lessor of any emergency work done as soon
<br />as practicable). Tenant may restore and reconstruct the Improvements into the condition such
<br />Improvements were in immediately prior to such damage or destruction , and in that process make
<br />any modifications otherwise required by changes in Laws, following any damage or destruction
<br />thereto (whether or not required to do so under Article VII); and/or to make changes, revisions or
<br />improvements to the Improvements for uses consistent with the Lessor approved use of the Premises
<br />as reflected in this Lease. Tenant shall perform all work authorized by this Section at its sole cost
<br />and expense, including, without limitation, with insurance proceeds approved for such use in
<br />accordance with Article VII, if any, and in compliance with all applicable Laws in all material
<br />respects.
<br />6.3 All Other Construction, Demolition, Alterations, Improvements and
<br />Reconstruction. Following the completion of construction of the Initial Improvements, and except
<br />as specified in Sections 6.1 and 6.2, any construction, alterations, additions, demolition,
<br />improvements of any kind shall require the prior written consent of the Lessor, which consent shall
<br />not be unreasonably conditioned, delayed or withheld and if not contemplated pursuant to this Lease
<br />may require their respective governing body’s approval (e.g. Board of Supervisors’ and City Council
<br />approval). Tenant shall perform all work authorized by this Section at its sole cost and expense ,
<br />including, without limitation, with insurance proceeds approved for such use in accordance with
<br />Article VII, if any, and in compliance with all applicable Laws in all material respects.
<br />6.4 Requirements of Governmental Agencies. At all times during the Term of this Lease,
<br />Tenant, at Tenant’s sole cost and expense, shall: (i) make all alterations, improvements, demolitions,
<br />additions or repairs to the Premises and/or the Improvements required to be made by any law,
<br />ordinance, statute, order or regulation now or hereafter made or issued by any federal, state, county,
<br />EXHIBIT 15
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