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<br />Page | 13 <br />9138-126780\1512539.3 <br />Materials on, into, from, under or about the Premises by Tenant or Tenant Parties, and excluding all <br />Existing Hazardous Materials. <br />(b) The foregoing indemnity shall also specifically include the cost of <br />any required or necessary repair, restoration, clean-up or detoxification of the Premises and the <br />preparation of any closure or other required plans. <br />(c) The foregoing indemnity and defense obligations of this Lease shall <br />survive its expiration or termination; provided, however, that the obligations contained in Section <br />4.3.3 and the indemnity and defense contained in this Section 4.4.4 shall not apply to any Liabilities <br />arising or occurring (a) prior to the Effective Date of this Ground Lease, (b) after the expiration or <br />earlier termination of the Term of this Ground Lease, or (c) as a result of the negligent or wrongful <br />acts or omissions of Lessor or any Lessor Parties. <br />4.5 Access by Lessor. Lessor reserves the right for Agency and its authorized <br />representatives to enter the Premises upon two (2) business days’ prior written notice to Tenant, <br />during normal business hours and subject to the rights of subtenants, in order to determine whether <br />Tenant is complying with Tenant’s obligations hereunder, or to enforce any rights given to Agency <br />under this Lease. Lessor and its representatives shall report to the Tenant’s on -site office and must <br />be accompanied by a representative of Tenant at all times while on the Property and obey Tenant’s <br />rules and regulations. Tenant acknowledges Lessor have the authority to enter the Premises and <br />perform work on the Premises at any time as needed to provide immediate or necessary protection <br />for the general public. Lessor will take all necessary measures not to unreasonably in terfere with <br />Tenant’s business at the Premises in exercising its rights under this Section. Lessor shall indemnify <br />and hold Tenant harmless from and against any loss, cost, damage or liability, including, without <br />limitation, attorneys’ fees, which results from the willful misconduct or gross negligence of any <br />Lessor Parties, or any other party acting under Lessor’s authority, of the rights granted by this <br />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 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 <br />be commenced, and no building or other materials shall be delivered to the Premises, until: <br />(a) Tenant has obtained a permit through the City, submitted Project <br />design, conceptual development, plans and special provisions for the construction of Improvements <br />in accordance with the Lessor’s criteria, standard and practices; <br />(b) Tenant has given Lessor written notice of the proposed <br />commencement of construction of the Premises or the delivery of construction materials in order to <br />allow Lessor to take all necessary actions under California Civil Code section 3094, including <br />EXHIBIT 5