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from AV Taxes by reason of a change of law or otherwise, or any Lessor Entity or other entity <br />levies and assesses an AV Tax against the Leased Premises or the interest of Lessee in the <br />Leased Premises, then (A) Lessee shall, to the extent required by Lessor, pay such AV Taxes <br />before they become delinquent, subject to Lessee's right of contest as provided in Section 3.2 <br />hereof; and (B) such AV Taxes shall be due and payable in a timely manner. <br />3.5 Utilities. Lessee shall pay all bills for utility service provided to the Leased <br />Premises, excluding the utility services that are part of the cost of constructing the Conference <br />Center. <br />ARTICLE 4 <br />Improvements <br />4.1 Lessee Alterations. Lessee shall not make or allow to be made any alterations, <br />physical additions or improvements {collectively referred to herein as "Lessee Alterations") in or <br />to the Leased Premises without complying with all lacal, state and federal ordinances, laws, <br />statutes and without first obtaining the written consent of Lessor, which consent shall not be <br />unreasonably withheld; provided, however, that consent shall not be required for Lessee <br />Alterations to the Conference Center that will not affect the exterior appearance, the systems or <br />the structural elements of the Conference Center. Lessee shall not interfere with or disrupt the <br />structural integrity of the Conference Center during the eonstniction of any Lessee Alteration. In <br />any event, Lessee shall provide Lessor with a copy of the plans and specifications for any such <br />Lessee Alterations. Any alterations, physical additions or improvements to the Leased Premises <br />made by Lessor or Lessee shall become the property of Lessor and must be surrendered to Lessor <br />upon the termination of this Lease without credit to Lessee; provided, however, Lessor, at its <br />option, may require Lessee to remove any physical additions and/or repair any alterations in <br />order to restore the Leased Premises to the condition existing at the Operational Date, with all <br />costs of removal and/or alterations to be borne by Lessee, provided that Lessee shall not be <br />required to remove any physical additions or improvements if Lessor agrees at the time of <br />approval of such additions or improvements that they do not have to be so removed. Lessee shall <br />not make any Lessee Alterations during the Term that interfere with the development or use of <br />the Conference Center primarily as a public conference and meeting facility. <br />4.2 Furniture Movable Trade Fixtures and Equipment. To the extent Lessor <br />purchases any Lessor Equipment (as defined in the Master Agreement) pursuant to the terms of <br />the Master Agreement, Lessee shall have the right to use the Lessor Equipment in connection <br />with its operations at the Leased Premises. Lessee must maintain any and all Lessor Equipment <br />in good condition and repair on a regular and ongoing basis and replace such Lessor Equipment <br />with reasonably comparable items as needed should same become worn aut or obsolete. Upon <br />termination of this Lease, Lessee shall deliver up the Leased Premises with the Lessor <br />Equipment (or reasonably comparable replacements thereof) in the same condition existing at the <br />Operational Date, loss by casualty (except to the extent Lessee is required under this Lease to <br />repair casualty damage) excepted. <br />Except for the Lessor Equipment, if any, purchased pursuant to the terms of the Master <br />Agreement, Lessee shall be solely responsible for providing all furniture, trade fixtures and <br />equipment necessary for the use and operation of the Leased Premises. Any and all such <br />6 <br />2025904.1 <br />