GROUND LEASE - RIDGE VIEW COMMONS II

(c) If any maintenance, repair, or replacement of landscaping needs immediate correction as a result of a public safety or health hazard, as reasonably determined by the City Engineer, and such maintenance is not performed, or cannot be performed, by Lessee within twenty-four (24) hours of receipt of such notice thereof, the Lessor may perform or cause to be performed such maintenance at Lessee's expense, and Lessee, upon demand by the Lessor, shall pay to the Lessor all reasonable expenses incurred by the Lessor in the performance of such maintenance. Section 7.3 Alterations to Leased Premises. Lessee may make additions, alterations or changes in or to the Improvements ("Alterations") subject, however, to the following conditions: (a) No Alterations shall be made that would impair the structural soundness of the Improvements; (b) No Alterations shall be undertaken that are prohibited by, or would cause the Leased Premises, the Improvements, Lessee, or Lessor to be in breach or violation of any Legal Requirements; (c) No Alterations shall be undertaken until Lessee shall have procured, to the extent the same may be required from time to time, all permits and authorizations of all applicable Governmental Authorities, all required consents of any Lender, and the consent of Lessor. Lessor shall join in the application for such permits or authorizations whenever such action is necessary or helpful and is requested by Lessee, and shall use Lessor's reasonable efforts to obtain such permits or authorization; (d) All Alterations shall be performed in good and workmanlike manner and in compliance with all applicable Legal Requirements and all applicable Insurance Requirements; and (e) All Alterations shall be consistent with the use of the Leased Premises as authorized under this Lease. (f) Any Alteration that will exceed the sum of Two Hundred Fifty Thousand Dollars ($250,000) in cost (increasing annually by the amount of the Consumer Price Index - Urban (CPI -U) for the San Francisco -Oakland -San Jose, California metropolitan area) shall require Lessor's advance written consent which shall not be unreasonably withheld. Section 7.4 Indemnification. Notwithstanding any other provision of this Lease to the contrary, and in addition to any other indemnities provided in this Lease, to the fullest extent permitted by law, Lessee hereby agrees to indemnify, protect, hold harmless and defend (by counsel reasonably satisfactory to Lessor) the Indemnitees from and against any and all Claims, arising from or relating to Lessee's obligations under this Lease or the rehabilitation, construction or operation of the Improvements or any Alterations except to the extent any such Claim arises from the gross negligence or willful misconduct of the Indemnitees. In addition, if any contractor or subcontractor that performed any construction work for Lessee or Lessee's affiliates on the Improvements or Alterations shall assert any claim against Lessor on account of 17 4859-3312-3005v5