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<br />5.2 Compliance with Laws. Lessee agrees not to use the Leased Premises for any use
<br />or purpose in violation of any valid and applicable law, regulation or ordinance of the United
<br />States, the State of Texas, the City of San Mazcos or other lawful governmental authority having
<br />jurisdiction over the Leased Premises, including, without limitation, the Americans with
<br />Disabilities Act of 1990, as amended; provided, however, there shall be no violation by Lessee of
<br />this provision (i) so long as Lessee shall, in good faith within a reasonable time after Lessee
<br />acquires actual knowledge thereof, by appropriate proceedings and with due diligence, contest
<br />the alleged violation or the validity or applicability of the law, regulation or ordinance; (ii) until
<br />Lessee has had a reasonable time after a final adjudication that such law, regulation or ordinance,
<br />in fact, has been violated; and (iii) so long as neither Lessor nor any portion of the Leased
<br />Premises, during the period of such contest, will be subject to any liability, loss, penalty or
<br />forfeiture.
<br />5.3 Maintenance; Casualty.
<br />(a) Lessor is not required to make any improvements, replacements or repairs
<br />of any kind or character to the non-structural portions of the Leased Premises during the Term.
<br />Lessor shall, however, maintain, repair and replace, at its sole cost and expense, the roof,
<br />foundation and structural soundness of exterior walls (excluding windows and doors) and interior
<br />load-bearing walls and columns of the Conference Center, and the HVAC systems located on the
<br />Leased Premises which serve the Conference Center (without any obligation to clean or perform
<br />any maintenance of such systems reasonably necessary to ensure optimal function including,
<br />without limitation, any scheduled maintenance of any component of such system recommended
<br />by the manufacturer thereof) in good repair and condition except for reasonable weaz and tear
<br />and damage by casualty or condemnation. Notwithstanding anything to the contrary herein, if
<br />the need for any repair or replacement is caused by the negligence or willful misconduct of
<br />Lessee, its employees, agents or contractors, then cost of such repair or replacement shall be paid
<br />solely by Lessee immediately upon demand for same by Lessor. Nothing contained herein
<br />entitles Lessee to make any repairs, alterations or additions to the Leased Premises at Lessor's
<br />expense or to terminate this Lease based on the physical condition of the Leased Premises;
<br />provided, however, in the event Lessee has provided notice to Lessor of the need for any
<br />maintenance, repair or replacement which is the obligation of Lessor pursuant to this
<br />Section 5.3(a) and Lessor has not commenced such maintenance, repair or replacement within
<br />thirty (30) days of such notice, or, if such maintenance, repair or replacement is required to cure
<br />or prevent any condition that materially interferes with Lessee's operations, as soon as
<br />reasonably practicable after such notice, and does not thereafter pursue completion of such
<br />maintenance, repair or replacement with diligence, Lessee may make such repair and invoice
<br />Lessor for the reasonable cost and expense of same and Lessor shall reimburse Lessee such
<br />reasonable costs and expenses within sixty (60) days of the invoice.
<br />(b) Except for the maintenance, repair and replacement obligations expressly
<br />assumed by Lessor pursuant to pazagraph (a) of this Section 5.3, Lessee shall, at is sole cost and
<br />expense, maintain the entirety of the Leased Premises in an upscale condition at all times
<br />throughout the Term, reasonable weaz and teaz, obsolescence, loss by casualty (except to the
<br />extent Lessee is required under this Lease to repair casualty damage) and damage that Lessor is
<br />required to repair pursuant to this Lease excepted. Without limiting the foregoing, Lessee must
<br />make all repairs and replacements necessary to keep the Leased Premises (including, without
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