TeleNav 2011 Annual Report Download - page 126

reasonable efforts to secure any reimbursements to which it is entitled and will credit any such recovery, whether during or after the Lease Term
to Tenant;
(e) costs in connection with the marketing or leasing of space in the Project, including brokerage commissions,
lease concessions, rental abatements and construction allowances; and costs incurred due to a violation of this Lease by Landlord;
(f) costs incurred in connection with the sale, ground leasing, financing or refinancing of the Project, or any
portion thereof;
(g) fines, interest and penalties incurred due to the late payment of Taxes or Expenses, or any failure of Landlord
to timely pay any obligation;
(h) organizational expenses associated with the creation and operation of the entity that constitutes Landlord;
(i) any penalties or damages that Landlord pays to Tenant under this Lease;
(j) costs to complete Landlord’
s Work or to place the Premises in the delivery condition required by the terms of
this Lease;
(k) costs to maintain the Project in a structurally sound condition, (1) except to the extent the same constitute
Expenses pursuant to clause (xii) above or (2) except in connection with a Casualty (as defined in Section 11.1.1
below) or a Taking (as defined
in Article 13 below) and permitted by clauses (l) and (m) below;
(l) costs of repairs or restoration occasioned by a Casualty or Taking other than the amount of any deductibles
under any insurance policy carried by Landlord, provided, however, that the amount of any such deductibles included among the Expenses shall
be limited as provided in clause (m) below;
(m) [*****], provided, however, that if this Lease is not terminated as a consequence of the Casualty pursuant to
Article 11 and if Landlord performs the [*****] pursuant to said Article 11 , Landlord may include the following amounts in Expenses [*****]:
(1) [*****] up to the amount (the “ Annual Limit ”)
of [*****] (provided, however, that,
notwithstanding any contrary provision hereof, if, for any occurrence, [*****] exceeds the Annual Limit, then, after such deductible is included
(up to the Annual Limit) in Expenses for the applicable Expense Year, such excess may be included (up to the Annual Limit) in Expenses for the
immediately succeeding Expense Year, and any portion of such excess that is not so included in Expenses for such immediately succeeding
Expense Year may be included (up to the Annual Limit) in Expenses for the next succeeding Expense Year, and so on with respect to each
subsequent Expense Year; provided further, however, that (A) no portion of such deductible shall be included in Expenses for any Expense Year
that is not included, in whole or in part, in the Term existing on the date of the earthquake occurrence, and (B) in no event shall the portions of
such deductible that are included in Expenses for any one or more Expense Years exceed, in the aggregate, [*****]. On the date of this Lease,
[*****]
(2) deductibles from Landlord’
s property insurance policy (other than earthquake deductibles) up to
$50,000.00 per occurrence;
(n) any fine, cost or expense (including reasonable legal expenses and consultants’
fees) paid by Landlord in
connection with the investigation or monitoring of Hazardous Substances, in connection with any “Remedial Work” (
as defined in
Section 25.2.3 below), or otherwise incurred by Landlord with respect to Hazardous Substances (other than Tenant’
s Hazardous Substances);
provided, however, that the foregoing shall not modify the rights and obligations of the parties under Article 25 of this Lease;
(o) costs arising out of the gross negligence, willful misconduct, breach of lease, or violation of any applicable
Laws by Landlord or any other Landlord Party;
(p) costs expressly made the sole obligation of Landlord under the terms of this Lease;
[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested
with respect to the omitted portions.
9