Nautilus 2009 Annual Report Download - page 244

ARTICLE 10A
TAXES
10A.1 Tenant’s Responsibility . Tenant shall be obligated (i) to pay all Taxes no later than the date after which any interest or
penalties could accrue and (ii) to provide Landlord, no later than one business day after Tenant has paid any Taxes, reasonable evidence to
confirm that such payment has been made.
10A.2 Landlord’s Responsibility . Landlord will send any written notices or statements regarding Taxes to Tenant as soon as
practicable after Landlord’s receipt of same so that Tenant will be able to make payments due before any date on which interest or penalties
could begin to accrue.
10A.3 Landlord’s Right to Satisfy Tenant’s Obligation . If Tenant fails timely to provide Landlord with reasonable evidence of
payment of any Taxes due in accordance with Section 10A.1 above, Landlord shall have the right to pay such Taxes (together with accrued
interest and penalties) and to demand reimbursement from Tenant in accordance with Section 4.2 above.
ARTICLE 11
ALTERATIONS AND ADDITIONS
11.1 Tenant’s Alterations . Tenant shall not make any additions, alterations, or improvements to the Premises without the prior
consent of Landlord, which consent shall be requested by Tenant at least thirty (30) days prior to the commencement of any work and which
consent shall not be unreasonably withheld or delayed by Landlord. Landlord’s consent may be conditioned, among other things, on Tenant’s
removing any such additions, alterations, or improvements at the Expiration Date and restoring the Premises to the same condition as on the
Commencement Date. All additions, alterations, and improvements shall be a)
made in a good and workmanlike manner using only good grades
of materials; b) performed by properly qualified and licensed personnel approved by Landlord; and c) diligently prosecuted to completion.
Notwithstanding the foregoing, Tenant shall have the right during the Term to make additions, alterations, or improvements as Tenant may
reasonably deem desirable or necessary, following ten (10) days’ notice to Landlord, but without Landlord’s consent, provided that such work
(i) is of a non-structural nature; (ii) is not visible from outside of the Premises; (iii) does not affect any system serving the Premises; (iv) does
not, in the aggregate, exceed $5,000 for alterations other than floor and wall covering in any twelve (12) month period; and (v) does not require
any license, permit or approval under applicable Law.
11.2 Payment and Indemnification . Tenant shall pay the costs of any work done on the Premises by or on behalf of Tenant and shall
keep the Premises free and clear of liens of any kind. Tenant shall indemnify, defend against, and keep Landlord free and harmless from all
claims, demands, liability, loss, damage, costs, reasonable attorneys’ fees, and any other expense incurred on account of claims by any person
performing work or furnishing materials or supplies for Tenant or any person claiming under Tenant, including but not limited to resolution of
any jurisdictional or other labor disputes.
11.3 Notices and Liens . Tenant agrees not to suffer or permit any lien of any mechanic or materialman to be placed or filed against
the Premises. In case any such lien shall be filed, Tenant shall satisfy and release such lien of record within twenty (20) days (or such shorter
period as may be required by any Mortgagee) after the earlier to occur of (a) receipt of notice thereof from Landlord; or (b) Tenant’s actual
knowledge or notice of such lien filing. If Tenant shall fail to have such lien satisfied and released of record as provided herein, Landlord may,
on behalf of Tenant, without being responsible for making any investigation as to the validity of such lien and without limiting or affecting any
other remedies Landlord may have, pay the same and Tenant shall reimburse Landlord on demand for such amount together with any other
reasonable costs of Landlord, including, without limitation, reasonable attorneys’ fees. Notwithstanding the foregoing, Tenant shall have the
right to contest any such lien claim diligently and in good faith, and during such contest shall not be obligated to pay such lien claim, provided
that Tenant is not in breach of any of its obligations under this Lease and provided, Tenant, at its sole cost and expense, bonds the lien, or
transfers the lien from the Property to a bond, thereby freeing the Property from any claim of lien. Notwithstanding any such contest or title
insurance, Tenant shall pay any such claim in full within five (5) days following the entry of an unstayed judgment or order of sale. All
materialmen, contractors, artisans, mechanics, laborers and any other person now or thereafter furnishing any labor, services, materials, supplies
or equipment to Tenant with respect to Premises or any portion thereof, are hereby charged with notice that they must look exclusively to Tenant
to obtain payment for the same. Notice is hereby given that
-
10
-