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CONTRACT 4884 Leasing Agreement CLOSED
AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL MULTI -TENANT LEASE - GROSS 1, Basic Provisions ("Basic Provisions"). Li Parties: This Lease ("Lease"), dated for reference purposes only gne t) 2015 Is made by and between Davis & DeRosa Physical Therapy, Inc., a California Corporation ("Lessor") and City of El Seaundg ("Lessee"), (collectively the "Parties", or individually a "Party"). 1.2(a) Premises: That certain portion of the Project (as defined below), Including all Improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address of 333 Main Street, Unit A locatedlntheCltyofE1 Seaundo CountyofLos Angeles „ Slate of California _ ... __..... ._..-- •_ ,withzipcode tttl�r",45. ,as•awdined'-e ••BTrtl4l l iisehod herete ("Premises") and generally described as (describe briefly the nature of the Premises): apj)rox,im:at o l v ), sa fa?_0t___ac)�.t• up feR,.. a larger commercial building. In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing the Premises ("Building")and to the Common Areas (as defined In Paragraph 2.7 below), but shall not have any rights to the roof, or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and Improvements thereon, are herein collectively referred to as the "Project," (See also Paragraph 2) 1,2(b) Parking: 2 tandem _ unreserved vehicle parking spaces . (See also Paragraph 2.6) 1.3 Term: 1 years and 21 d1y5 months ("Original Term") commencing August 'I .1, 20115 ("Commencement Date") and ending August 31 201G ("Expiration Date"). (See also Paragraph 3) ;rl 6rdy-PoseaoNen' fI 1h* Pmmkes are-avalbbhr-Inooso -may raw-llonex6lweN qpa War -Pram ttntencklg "Ba�yPasa,tawaJonlBaht�.'Sae•sIs>a a+iepralat+d�,on�d�.$B 1,5 Base Rent: $r 9d1 0)t)permonth ("Base Rent"), payable on the first Y g .,,,.,,_„ m t 1•, .. 2016 .(See also Paragraph s ...m..l.r.....�.w..� raph4) day of each month commencing Augu m� 6-I(•Il^tts•berx•ta-attoeysettr°thereafo~;pry+Nakvins�ln4lrls•Lease•faHheBaee•Raty4ko�Yo arfJ'usted,-bmwParagraP►r -__ . _.�, 1.6 Lessee's Share of Common Area Operating Expenses: fifty percent ( 50 %) ("Lessee's Share"). In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to renect such modification. 1.7 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $ 3r 81 r, 00 for The perlod August 11, 2015 - August 31, 2015 O Operating p 80 . 00 for the period September. 2015 b Common Area O eratin Expenses: $ „•-....... _._ •• •� , (c) Security Deposit: $ --• 0 _. ("Security Deposit"). (Sao also Paragraph 5) (d) Other: $ for (a) Total Due Upon Execution of this Lease: $ 2�4 0' SN 55.. 00 1.8 Agreed Use: General o f'rp (See also Paragraph 6) 1"9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8) �t1�Reel�slate$raksrsl-{Seealee�eragreph�b•and-2bj —(a}-RepressMalionr-7he�ollowing•neW�alAle•hrokera(Ihe"Brakars�and Drokerago rslalbnehlpe-oulskktlhle-Iranea6Uon-(6heck appllsatudo•troxe&)� - -- .._resonle Lessor ewvWoiy,¢tt oasaf a Brfrkot"); �'.:..�....�.�.�._..�.... �._..�___�. ... _.,__ _._..,......� :.-..v---r nog• vatiy-("I�saaaa'e-Baatrar.");a+ e _ apreaenlsbolhlaoeer aPd��sieoi"Dual Aganoy )r �b)-Payment-lo-Brokers: Upomaxeoullon and{Wkwy-oNhlskeoso by bolt Padko, Lester shall wydo4ho-aroker"he-brokefago too agreed to trre-separate WrNlen�greemeM-(oNt Utere Is tla al ogr ti greomenl lhs etlm of or %-oMhedotal-Bese Renl$41YwabftukoayYoaa randoieA byahe$rokors, T 11 Ow►anlor mho abllgalionsaFiha Lecsoo under4hls•keooe-ara4o�fyo-gytr mnteat4b ...... _..("tltaranlar"),--(SeaaitrParaBraPh°8 _... m112 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: ❑ an Addendum consisting of Paragraphs through ❑ a site plan depicting the Premises; ❑ a site plan depicting the Project; ❑ ' rent sal of the Rules and Regulations for the Project; PAGE 1 OF 17 / INITIALS INITIALS ©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04/14E 4884 � 1 10 . ❑ a current set of the Rules and Regulations adopted by the owners' association; ❑ a Work Letter; ❑ other ----------- ..,_ ,, - �....... .. ...... 2. Premises. 2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and Is not subject to adjustment should the actual size be determined to he different. NOTE: Lessee Is advised to verify the actual size prior to executing this Lease„ 2.2 Condition. Lessor shall deliver that portion of the Premises contained within the Building ("Unit") to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, If any, and all other such elements In the Unit, other than those constructed by Lessee, shall be In good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessors expense. The warranty periods shall be as follows: (1) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls - see Paragraph 7). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (1) any recorded Notices of Default affecting the Premise; (it) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises. 2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises and the Common Areas comply with the building codes applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") that were In effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined In Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee Is responsible for determining whether or not the Applicable Requirements, and especially the zoning are appropriate for Lessee's Intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remedtation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however, that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, In writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure Is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that It is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessors termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessors share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non -voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change In use, change In intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (tl) complete such Capital Expenditure at Its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements, Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premises made by Brokers or Lessor, (a) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Rent stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to .... — 66, PAGE 2 OF 17 RTIALS INITIALS ©1996 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04/14E 48 8 4 Investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect If immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. Lessee shall be entitled to use the number of Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided In Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: (a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities. (b) Lessee shall not service or store any vehicles In the Common Areas. (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, without notice, in addition to such other rights and remedies that It may have, to remove or low away the vehicle involved and charge the cost to Lessee, which cost shall be Immediately payable upon demand by Lessor. 2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and Interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 2.6 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and Invitees, during the term of this Lease, the non-exclusive right to use, In common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur, then Lessor shall have the right, without notice, In addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas - Rules and Regulations, Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invltees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. 2.10 Common Areas - Changes. Lessor shall have the right, In Lessor's sole discretion, from time to time: (a) To make changes to the Common Areas, including, without limitation, changes In the location, size, shape and 'number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and Improvements to the Common Areas; (a) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and (f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified In Paragraph 1.3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and Insurance premiums and to maintain the Premises) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date. 3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omisslons of Lessee. If possession Is not delivered within 60 days after the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice In writing within 10 days after the end of such 60 day period, cancel this Lease; in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee's right to cancel shall terminate. If possession of the Premises Is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 6.5). Pending delivery of such evidence, Lessee shall be required to perform all of Its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold possession pending receipt of such evidence of Insurance. Further, If Lessee Is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied. 4„ Rent. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Dap 6 are PAGE 3OF17 INITIALS INITIALS ©1996 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E deemed to be rent ("Rent"). 4.2 Common Area Operating Expenses". Lessee shall pay to Lessor during the term hereof, In addition to the Base Rent, Lessee's Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, In accordance with the following provisions: (a) The following costs relating to the ownership and operation of the Project are defined as "Common Area Operating Expenses" (1) Costs relating to the operation, repair and maintenance, In neat, clean, good order and condition, but not the replacement (see subparagraph (a)). of the following: (aa) The Common Areas and Common Area Improvements, Including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gales, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories. (cc) Any fire sprinkler systems. (dd) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii) The cost of water, gas, electricity and telephone to service the Common Areas and any utilities not separately metered. (Ili) The cost of trash disposal, pest control services, property management, security services, owner's association dues and fees, the cost to repaint the exterior of any structures and the cost of any environmental inspections. (iv) Reserves set aside for maintenance and repair of Common Areas and Common Area equipment. (w)• cog prase a�•ilia-Base • aa9.P rty Tame• t dafirt�ra ze0ragaR 16�)� (VI) Any "Insurance Cost Increase" (as defined in Paragraph 8). (vii) Any deductible portion of an Insured loss concerning the Building or the Common Areas. (viii) Auditors', accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the Project, (ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 1/144th of the cost of such capital improvement in any given month. (x) The cost of any other services to be provided by Lessor that are stated elsewhere In this Lease to be a Common Area Operating Expense, (b) Any Common Area Operating Expenses and Real Property Taxes that are specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (c) The inclusion or the improvements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to Impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lessor's estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such over -payment against Lessee's future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement. (a) Common Area Operating Expenses shall not include the cost of replacing equipment or capital components such as the roof, foundations, exterior walls or Common Area capital improvements, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or more. (f) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. 4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which it is due. ANp graaaaaederyaaaryounla-slgall 9tirw.adrraaReatl ka-Itaaevst whola4"Iaa; In the event that any statement or invoice prepared by Lessor Is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at Its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other Instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to any Late Charge and•t soc,.aat•tl Iioo,mayf aalraz4Wtf laare-92en8 kaapsakl.byoaflilee-G-ol as k. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs. 6z— Secmemltyfietyeaft<-LaadlvadWwlapros6'C�wrgtaL�r�..apron..tlxemmNVaan.�eaxae8-tll'�r-Secr4tyepare6f-rs�r�tarklyfarEmaerza"nfa699rfuN-par&+arrnanat�s ofilaolatldgfsfiGora gyrldertVa&�s oawe�.yt-h am•fag@e-kro ayf<trrt,-tarolheaa6srrBefa llaWtariderthisrLease,Waaef mayuw amappIyJan ad -saw ;�aoEtirdl�y.�afraasdk-fc r-CYa� yreent•aa1"�ray�arreranl-agraady-.darr,�-far- Reroute wbdc;Pr-wN9Nwbaoen-drm�9htlrrtum;,•� aa�l8-es-bo--redrr�aaa�.�-rrof eurmgaennwal Laauon•furany andppgy„�+axfasunsei^keys relaataage-whGaapa-f sca arrrray-swaftsaoralaawwar..fay..ae ssp 4#aeaeof��i¢..Lee6aw-oily partVera e6 tNrd Se �rBly.O0p* Nr,1e,54a,@-ehall aalOiln-10 tlaAg gs a�fler wn6gCcwn-cegaaerG tlkterelor•c�lefu a6l rraealcre +glYwl e6aasc eulfi eaal4m•aea4eFda dFraNd•13aourfaY Dep il4o4ae-f'u ti-araount.reepulred-hy..4ttlax Leceo�lftgre9 sea Reeu0.-Nr'rorae c6urVa�u tYaaterscw-awd,XtC tlze La-tthsrNtl arpwao-r•wrttNea4.•a + cat X m 9"aa¢wra•dmpea�a4�aAditGen`q,..rrairae-wblh�4.-raaurm-�e�4h„a�dvsa-taretaN. ancwa@-od-Wa+�•esuwGty�"aeliq-s&aoBf•al•�Ni Naare+ir-qua-me-�a�lara-le-lhcr paaufaasaal Cfasa-resat-ae.-bWm 4dt6N r9- rsargly.Onpc it Lwave ¢a.l}ae-pn6lNal•Bane- Renl,— kjId_t -A9r 4-UGa-be amemda"f to..,aecaaurr Secge rwar terd al arena4n-lho-i>L4Wness-.crt�-Leesaeaaa�-sa-aarcrrrnraea9ate•a-raeblestt drszacNgfreec tesaxas-e rwN&NaavrntNwa• lreq-te-Nraaaea wgNae uaatirr#i paroBt..Noglw:t extent-ndsaa�r;Ivr•fedssar's-reasaaannafiapsw•jaaSynaeal tle•ewauacat•faa•eny�.gaaremseat-was.enrf-gags Iap.la PnaReee•oaay snaxfrr aaa reeua9q-Ciroewaatr It -a okaanga-in a crlrar raf Leassae o tar+a�furjgat# gkals l rse ad.fogowNng-eo&-Ghange,lla,rr Caaaags 3ti+ wdd°utGaa•eP-R affia-%s 6nmLllesrra-rfaaegwgalale-jaudgw'ry wag, s gatilisanl y-aerduasadz l-asset saaal9•..daapaesf9..-suala-a ial4firyarry.,.rrreagl as Nlkeesaar saa sfaaVN beerdf+a fecr,N. lraatr sr*mgk r arvlgy-&aagasN6...dsa• hero-4 as commai,4 ia4ly-raa�soa'uatale..gevep• d ya ru daerwgar 6n•faaaar�aq serrufYgNoasw- eas +nr�•eha1V-neat4m Fei1ufrcw1-to ep-lbeeepa;ale- Ifom Its Oena41al acs0trnle•, Wjggadap0•pfay afierc tEae.axp2raglrara-or porn daaa0arer:.lhpe N eeassr-mdfal8..eogtrrn #laatpoatraan.ef.ghcz Ssw rar8ty fleNq=q arseri•ma� IN PAGE 4 OF 17 ©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM MTG-16-04114E 4 8 8 4 :` Iry.Iness+�r�-aanr:f�rt-t'hisP1-:�tatkp:, 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises In a manner that Is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not Impair the structural Integrity of the Building or the mechanical or electrical systems therein, and/or Is not significantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessors objections to the change in the Agreed Use. 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, Is either: (1) potentially injurious to the public health, safety or welfare, the environment or the Premises, (II) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage In any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (II) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the Installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance. (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released In, on, under, or about the Premises (Including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense,comply with all Applicable Requirements and lake all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or Involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party. (d) Lessee Indemnification. Lessee shall Indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor In writing at the time of such agreement. (a) Lessor Indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which suffered as a direct result of Hazardous Substances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessors obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of Investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. (f) Investigations and Remedlations. Lessor shall retain the responsibility and pay for any Investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph 7,3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully In any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibilities. (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (In which case Lessee shall make the investigation and remediallon thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lessor's rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor's option, either (1) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (II) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee's commitment to pay the amount by which the cost of the remedlatlon of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 6.3Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at essaaIs PAGE 5 OF 17" NfTtALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04114E 4884: sole expense, fully, diligently and In a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to such Requirements, without regard to whether said Requirements are now In effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor In writing (with copies of any documents Involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or Involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of: (1) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (11) any mustiness or other odors that might indicate the presence of mold in the Premises. 6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined In Paragraph 30) and consultants shall have the right to enter Into Premises at any time, In the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such Inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor. 7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations. 7.1 Lessee's Obligations. (a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of repairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, Interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are the responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically Including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and state of repair. (b) Service Contracts. Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (it) boiler and pressure vessels, and (iii) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof. (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior written notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perform such obligations on Lessee's behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115 of the cost thereof. (d) Replacement, Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an Item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of 50 % of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent Is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie. 1 /144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. 7.2 Lessor's Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of Interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. 7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" refers to all Boor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing in or on the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor's prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month's Base Rent in the aggregate or a sum equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (1) acquiring all applicable governmental permits, (II) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (III) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed In a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an anummii Its excess ofAie month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond In an ar munt equal PAGE 6 OF 17 INITIALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04/14E 4884 . to 150 % of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibllily. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at Its sole expense defend and protect Itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs. 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7,4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease, Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not Include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank Installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) to the level specified in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment of Premium Increases. (a) As used herein, the term "Insurance Cost Increase" is defined as any increase in the actual cost of the insurance applicable to the Building and/or the Project and required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8,3(b), over and above the Base Premium, as hereinafter defined, calculated on an annual basis. Insurance Cost Increase shall include, but not be limited to, requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, Increased valuation of the Premises, Building and/or Project, and/or a general premium rate increase. The term Insurance Cost Increase shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. The "Base Premium" shall be the annual premium applicable to the 12 month period Immediately preceding the Start Date. If, however, the Project was not insured for the entirety of such 12 month period, then the Base Premium shall be the lowest annual premium reasonably obtainable for the Required Insurance as of the Start Date, assuming the most nominal use possible of the Building. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b). (b) Lessee shall pay any Insurance Cost Increase to Lessor pursuant to Paragraph 4.2. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date. 8„2 Liability Insurance. (a) Carried by Lessee. Lessor understands, and acknowledges that Lessee Is a member of the Independent Cities Risk Management Association pursuant to a joint powers agreement and the limit of liability under that agreement Is $30,000,000. Lessee Is obligated to pay the first $750,000 of any claim. Lessor agrees to accept Lessee's status as satisfactory compliance with Lessors insurance requirements. In the event Lessee decided to change its Insurance status, Lessee agrees to provide Lessor with thrity days advance written notice of the effective date of this change in status. L�� c ch 14 o4 ge8r a nd•1 rep kt (offea a -Coln eestad-general-6iabilkky-tuoiioy od dtreeprcas ca•prm&ectgrw -L sep.end i. as r seta addllios ap-kfu trred•trgabn t, slafime-1ow�aradJly-lrljLtry,- fwers�ana6-tnjuraar-.aryd-f�rcpfrarglr...dar�agp,-ttasayaf -raper-�ari�t~I�-dut-at-klar�-�rww4+art;4alprmesew-�ar�s9agraru�p-twr-marngerazaraua-caC-tare Pr+rn -art Rp rr a pzpwmr r7an[ SN te#s, i l•in arasueo s&a W bo• n rrccnas s e�baWs, vidNng s9ngiaaGm4a-aavea�rge l w-s�mowrst-neat l •Jkueur+ $•1,a300,000-per-o6currenee-wikpaWas lk uzr.$; 9Gp0aCW(bG1"•Le em •ttltahl ctd�1 Lrttsbza+•as acre ldrtmnef•gr�ressred byrrneyn rii'..etr egad+ atnl•twtdrtasbaew•broad a hra-ldaeurarn�p.Sttr Parr Or err6 pimn'a-Adrik9'i aR-gn�tu+r d••71�a�ers- ws�t erq dl-Pneury es, gar iorseea�ent lbae polloyw shall not- utain•,aanyats-between.lnsarred mor,G er rmr n afioaas�-beat-spaelN imaaButY4- rry trine ,amhar 9 blklty asfiwfled...under4his Lease•bass-�n-"lnvsnere�p..�ormtr�et^�.,6rar�klae-raf�spr�et-rrearo'e-I'rem0ty�blflMans-eaaa�dor-dlais...,ur>esz�—T6u�-Ilraatllr�eaf-6d�r�urenysk�NY-sa"atr kowover,4Jmk-Ih,@4iabQy- ol-Lespee-lwr-roHavew-tzessee of -any r tlaW&gaRGan•krereeendtar-L ss a-ehe9l-p dw�ldo on.roedirasetnra,epa-dls-&tpGYlUty-trClbey(d�we) whWRa rasskYasYilaal lls ansureaece-.siaatl9-iro-lu r i Es,-ana% r �• soaylrBbcwA'ory wltia any �krNq�s lnsda raa� rr#ed_ ..L aB uwGas, frMeya+Bainru slwad�ite ronsldarad eaecess drasenaartotro-araCy (b) Carried by Lessor. Lessor shall obtain and keep In force a Commercial General Liability policy of insurance protecting Lessor against claims for bodily Injury, personal injury and prxopaerty da anage baiaed upon or arising out of the ownerohip, use, occupancy or maintenance of the Premises and all areas appurtenant therM,'o, 5uc.h Insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000. The policy shall not contain any Intra-insured exclusions as between Insured persons or organlzatlons. The limits of said Insurance shall not limit the liability of Lessor nor relieve Lessor of any obligation hereunder. Lessor shall provide an endorsement on its liability policy(ie5) which provides that its insurance shall be primary to and not contributory with any similar Insurance carried by Lessee, whose Insurance shall be considered excess insurance only, -9 3 INITIALS PAGE 7 OF 17 ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION VNITCALS FORM MTG-16.04/14E 4884 R.esm, -1.-eases-u��l4net-t-n&rrr*ed-�rar�ar�-s�d�pfdenad WncaNa€td-fh�ar+e(ra, t � j 8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground -lessor, and to any Lender Insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available Insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall Insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogatlon, and Inflation guard protection causing an Increase In the annual property insurance coverage amount by a factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, Insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Ftapple,(a;tplLa rrsura q "). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period. (o) Rjacent Prorniro u,...Loez asA of FaNl.. ..4op ray..dn scaa o•tie •tlV of pra�troM s�•f n• Egrr�-pro rty-gra sFans ap-Nov Efupfu& Rr -arid-ferom-i3no Gemmon q'raa•arraYp r-bmrlfdfmrgspn•thr•Pwm$edN•draatal-inas' rc pg3arftryLoN%aus"sacitbra+tltastoats�a a a upuarryoSk�lrora artlm' (d) Lessee's Improvements. Since Lessor Is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease. 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) pp+opsurtyiM1arr1apJa„--.L-oases sRVala-alrpa9ua arbaN-artaf¢krrdrrdsrsur�aaaca oedl�rtpgo~un•aRt+3P-Lea.�sa�a«+s.•frFrrscrnel pcc�prartiy,�-1`r•aatamf�dxlcaa°3; aod-Lesseewded 0.Wperldan[9•ldlkty Ne«splm�Sloawr2tr•[nnumemre-rrtpG-kaa-YuiB sepnWaentsa+�iad-kkuwa..deriuctitaPa uf-rrot-qla rxwa �'N�aPt6+J-fr+wrearreaco=•=1'h+a-proseeds frr�m-�'3+ty-eucto #nrsra�aric� sRrerwdd-kra-rrs+rd try-Sasrtc+so farr�dkre-repaCadosmrraa9•rsfprr«re;orwaG•properly,-Tradrt-Flxtrrr„os-ergsl �aeeerr-c�wne�V1etEwn-rr�rd-�aWlty�fastal9a�tGraur ............... . . Wit rtoim�tursa• see-frar-dtra tYr•Wradgrs t-Uas ode prrGngt tCfkV>sp rho NP•grer6Wscomrrionlylaa4he-business-of-Lessee or-artBr+buEataie- preven6Won•ef-a�ewss-tm-4hc-P'e�mdsa+z•.ea•�reeyu9t rW suala•parlpar�-- (c) Worker's Compensation Insurance. Lessee shall obtain and maintain Workers Compensation Insurance in such amount as may be required by Applicable Requirements. Such policy shall Include a Waiver of Subrogation endorsement. Lessee shall provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms of coverage of insurance specified herein are adequate to cover Lessee's property, business operations or obligations under this Lease. tC,B ..-Irvsuraanoa-PoRVoIoe—Warwuraeauas•rraqulreat•�oae��a,14-baby+sgraapatrl#ee-nrrr6aretaVrvNargrqua7r-thuo�Fapticvykeanr„a-"Lwaa�ne6•�sdle�r¢dars P4atfoatp +0 raq pease-A-,V'kfa-aa aet forrkr..tn-lBae ntarraont...lssaro of Bit"e pnaarrtrc�duaOdeW-ar r c9a-o&6ra raktil.asavy--be regaa%rewd fay c 8de�.r Losaao�,9vofl marl�-d�rr-sar-9adum8t-C€a-gwrx,�tl'asrrwyllaieap�hpekn..pnwcalfrCa(eaa-tltoe recyubrr'ad-qso�,rraarrc�ka-�eWepeeT-Leatseae•eiaepp,-fnadem.pe..M��Sda�-Dole,-dusliver-te p e�tcam- alifl'eap apaW&art • r1 aJp Was of•surd 1raesawam er-c�wet�ltfr pes•w64Rro cwsplias f-ppne a rcpgrelie3d•one0a rsea r+ea ovlairan Trapp tVie,existence�snai•�omauawV�rwf ph aalaala'ad•4raeuraun •Na ar - tf oysp a99 be aanoeGatrpe �+bjeetle rrwoadlYtaatpmn�xerrgat-ePGer- tGf�a aaior-w�fg4an emC6 -ta L sera ..,LeR�ae•ehapN,, aI,•Yeasi-Fi3�p,s-pcuor-lo-phc«•oxpslratVeva••of aataplv•pratkcpos�kuaniskw-9 rasser"-wVBka•arvpe9aaac�a od-r+au-�wvaN�salr_"1nauo'anes lalndows=avkdorbspngpmr+ea�asw�ap•pRaaararoRu-qw' Lessor rrr�p•ort9er surNr pwrosaawatrcoaact whare4pxo• ctlprerf &wa praaer vak irate,moaunz-a�lp-bwyattle dry-Laeaeo to -Baca aspon-aUemaa mud--Suah polwes-shr.041a•.fmr m t vary rsf-eLleast a ne•y rer car- denfy4Na -oi Ifiaa famainAngleacno of tthle-L sea e whpsNrower Gap .-tN spp armp rty al;f fadta r prara,rre aaad- Intepn-plaa•lnsurao aa•required-lo-bo earrted,•by It„�tlaeslttsar Waarly y, taeutshapp rnf k Y ct ulaew9 te, coaauaw a sttq.nasprre0ain Ghe saararo-a 8.,6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss 6f or damage to its property arising out of or incident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the Insurance is not Invalidated thereby. 8.7 Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall Indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or In connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any such claim in order to be defended or indemnified. 8,8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor Its agents shall be liable under any circumstances for: (1) Injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury Is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places, (ii)amy her geeardspotty.•4ornnosy-arAor-A"Iect0o aoy.odlataw-#eraarat-after ror-graraa.iprvop'a§pureafkesaser-r ..Ito.appergs.go.,errelo ae-ltm€w-provwC ofaoy-aalher l•lnAhtStaraafancf�os-(pI1�IraJara�4oq�sses'm•@aurmineea (or�waylose a�f.dnrne�aa-f«ceSlt-gherufa»��tlaaapra�td„-pf- tratorraledtkpet-L�ssooi+�He-retxrkaR-pn Bme^••at raad•of•s rtda alam es•oq•%raj�r; r:'oA0-wdatm•ontRaspnsurance�pe1Joy(iee IhaaJ_La eo ds-r�egaapred kr-raadnielm pusoarprl Io-the-pmwden of paFagFaph 8. - 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required Insurance and/or does not provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically Increased, without any requirement for notice to Lessee, by an amount equal to 10 % of the then existing Base Rent or $100, whichever is greater. The parties agree that such Increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to maintain the required Insurance. Such increase In Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maalntalai fete ON r ca specified in this Lease. t PAGE 8 OF 17 INITIALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E 4884` 9. Damage or Destruction. 9.1 Definitions. (a) "Premises Partial Damage" shall mean damage or destruction to the Improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage Is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent. Lessor shall notify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. (d) "Replacement Cost" shall mean the cost to repair or rebuild the Improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on, or under the Premises which requires restoration. 9.2 Partial Damage - Insured Lass, If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor, If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain In full force and effect„ If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days thereafter to: (1) make such restoration and repair as Is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (11) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9„3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. 9.3 Partial Damage - Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's expense (subject to reimbursement pursuant to Paragraph 4,2), in which event this Lease shall continue In full force and effect, or (11) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified In the termination notice. 9.4 Total Destruction, Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided In Paragraph 8.6. 9.5 Damage Near End of Term,, If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (1) the date which Is 10 days after Lessee's receipt of Lessors written notice purporting to terminate this Lease, or (II) the day prior to the date upon which such option expires. If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in Insurance proceeds, Lessor shall, at Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified In the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is impalred, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. (b) Remedies. If Lessor Is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days fallowing the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return PAGE 9 OF 17 INITIALS INIT...______..IAL..."" S ©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor. 10. Real Property Taxes. 10.1 Definitions. (a) "Real Property Taxes." As used herein, the term "Real Property Taxes" shall Include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or lax (other than inheritance, personal income or estate taxes); improvement bond; and/or license fee Imposed upon or levied against any legal or equitable Interest of Lessor In the Project, Lessors right to other Income therefrom, and/or Lessor's business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term "Real Property Taxes" shall also Include any tax, fee, levy, assessment or charge, or any Increase therein: (1) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change In the ownership of the Project, (id) a change in the Improvements thereon, and/or (lid) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. (b) "Base Real Property Taxes." As used herein, the term "Base Real Property Taxes" shall be the amount of Real Property Taxes, which are assessed against the Premises, Building, Project or Common Areas In the calendar year during which the Lease Is executed. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for any real estate lax year shall be Included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. 10.2 Payment of Taxes. Except as otherwise provided In Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2. 10.3 Additional Improvements, Common Area Operating Expenses shall not include Real Property Taxes specified In the tax assessor's records and work sheets as being caused by additional Improvements placed upon the Project by other tenants or by Lessor for the exclusive enjoyment of such other Tenants. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety or any Increase in Real Property Taxes If assessed solely by reason of Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties, 10.4 Joint Assessment. If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and Improvements Included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the assessors work sheets or such other Information as may be reasonably available. Lessors reasonable determination thereof, In good faith, shall be conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property. 11. Utilities and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount of water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and/or an increase In the number of times per month that it is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessors reasonable control or in cooperation with governmental request or directions. 12. Assignment and Subletting. 12.1 Lessor's Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and Its stock Is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25 % or more of the voting control of Lessee shall constitute a change in control for this purpose. (s)...The*iY*1,vo want-W'-Lessee or, way- - yrgery _6010,--k6qeisk Wn, Oruenc4ny�trensfor�• IevoragatF-tatty-skat-or aatltsnrviiC#r)i•.�wk'repk�aaw.ayr, w+ot.-5r•8tyamaq-asslcpnkaspk-�r�hryrrotikagsra06an• a�f-#gwik�sase-sr-Loeerrse"n�-malz+n4emrs, wWudsh-raw pl& cw+wiWC-rd wRtwNr�r, r.aw�atewst0eew sf tlhae-di p WasrtRa-aaA.Les erg-0y- arro tasrVs€urrot-ga +trot t7a 9 a" efsausla•I nrak Wa rciVw aa•dty s rego-aemeeso4eeN -tho Uwpreef q#ac+-asxesuatisn.nf-thps-Leap•sar-at•phs-tdrras-swflh�r saawas4rert.eresiyltaawacaeri 8nw,rhlr�a pzcase� hn�aratr�fa�ewr..as44 oxFr�Iza,.iimrrraeafdat�pyfCrar•Is rid taara tigrl sa.#wdn rc9a wa-onfAlulinq surlyrodoclk rr: wN016vor-shop be- nstadWad-en.whinh 6esser ntaywBltadagl',d•4Un-a7a2aan�rnt�"•'N+:k-WWorth-arfL,raorw.t.eR�au4�ptwana-thvat-vva�h-ant-9Wee�searoanlwad&rca+1 any�asaalnd�ws�alle�ia4wrY.aswred-geanikyw.wr�pYsd asrsmuaatasag-priatedgroWas (d) An assignment or subletting without consent shall, at Lessor's option, be a Default curable after notice per Paragraph 13.1(c), or a noncurabie Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurabie Breach, Lessor may either: (1) terminate this Lease, or (11) upon 30 days written notice, Increase the monthly Base Rent to 110 % of the Base Rent then In effect. Further, in the event of such Breach and rental adjustment, (1) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110 % of the price previously in effect, and (it) all fixed and non -fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. (a) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief. (f) Lessor may reasonably withhold consent to a proposed assignment or subletting If Lessee Is in Default at the time consent is requested„ (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, ie. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall : (1) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (11) release Lessee of any obligations hereunder, or (!it) alter the primary liability of Lessee for the payment of Rent or for the performance of any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessor's right to exercise its remedies for Lessee's Default or Breach. — PAGE 10 OF 17 A INITIALS INITIALS ©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E 4884` (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessors remedies against any other person or entity responsible therefor to Lessor, or any security held by Lessor. (a) Each request for consent to an assignment or subletting shall be In writing, accompanied by information relevant to Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, Including but not limited to the Intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessors considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the tern of said assignment or sublease, other than such obligations as are contrary to or Inconsistent with provisions of an assignment or sublease to which Lessor has specifically consented to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2) 12.3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly Incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest In all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur In the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, In which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (a) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period: (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee„ THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance,, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. (d) The failure by Lessee to provide (1) reasonable written evidence of compliance with Applicable Requirements, (il) the service contracts, (lit) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (viil) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee. (a) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events: (1) the making of any general arrangement or assignment for the benefit of creditors; (il) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, In the case of a petition filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest In this Lease, where possession Is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure Is not discharged within 30 days; provided, however, In the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) If the performance of Lessee's obligations under this Lease Is guaranteed: (i) the death of a Guarantor, (it) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (If) a Guarantors becoming Insolvent or the subject of a bankruptcy riling, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantors breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, PAGE 11 OF 17 INITIALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04/14E 4884; which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies. If Lessee falls to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an amount equal to 115 % of the costs and expenses incurred by Lessor In such performance upon receipt of an Invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and without limiting Lessor In the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (ill) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which In the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor In connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to In provision (III) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof In a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detalner statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13,1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as It becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering Into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs Include, but are not limited to, processing and accounting charges, and late charges which may be Imposed upon Lessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10 % of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the casts Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge Is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessors option, become due and payable quarterly in advance. 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day after it was due. The Interest ("Interest") charged shall be computed at the rate of 10 % per annum but shall not exceed the maximum rate allowed by law. Interest Is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed In breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor, For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished to Lessee In writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessors obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 day period and (hereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or If having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cast of said cure and supply said documentation to Lessor. 14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10 % of the floor area of the Unit, or more than 25 % of the parking spaces is taken by Condemnation, Lessee may, at Lessee's option, to be exercised In writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain In full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be ( PAGE 12 OF 17 / 41C» INITIALS INITIALS ©1996 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04114E 4ae4"-'I entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease Is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation. �. Wakerage Fees. —__... .. �6,�1',--�--AckrAdtinc�eNC:Onanri;ssWon.-kar-xrdd6R9oa�-tra-ttr"aparyerboraYsa�i,prrreumsnCRta-parngr,caplr-lrfiP-ebOwtr,,-aarred�ankoss-L�¢as[�or-aril-tf�ot4rrslc�are otherwhs,e-ag0ee4n wfiNka .A e we egraoe•tgzaF O tC••L,i�e •axerci rw any P prtde•$b) 4f tl essee-r�r anyr�no afONVageu%.�wrt6k Le ssae-aoqu9r� frecrr 9 er r aray..rhks-tr1Nt!e•rerrrkaee•tr+r-e#Nrer..fwe'vyarak�awrgeaf„tlsy�Leewwd kcams�radw4l4�oknN,bra•Prfrjutrye)df-Lees1-rrel<rmVo-'mprossedrwwr.efmgkrC+-Pr�ernWq::'v"69ke 1,4e rseo-rvt•eW-twee ra-aflec4@men€axplrua�tkrrn-ofIfifs,-Lewrcrv..ec-(d)-irBa&a-14ol_ ..Jrrreaaer whrs#�heckayagmeern¢srrl•er�•arperagwrn rfan-esoaNaq{s r use harrarlr�-tiaon Lo or �qk-pay Brokwoo-a at..4 tlanetfae•Lrra a azgs e asecrged. &:..., Asarfmptlon-of-Clbg9gatlerfs.Arvy-kwyerwrlrwnrY�pred af.L�assor-elarlkroret-8n•pia,ttivat+pch+llbrm.Oeriaarmd.ga.havearea+rraa�d•tesraar otallmdafdora-@aecoaoaaaiaarQ rcakewr kaaB@-fre fhkrtk-faarty be aefkskar8es f khe•frrowGeione rsG-i etagr sphs-6,1atr-9 r 2 sand:f9x...BR`Le,%,a K-fWW o foray-tcr 3ro era -any earraonty iww•o asdfrrr• raakera Po+w orpe6rrkraggr g9rVw noes vata«zry kae,lhear••ductyroe awuaTew aalpeawtua-taciary E •Ia: aftkd+»twifdaa ar•• IGsio,pay aayaaxouratsafo-Lossoe"s-Broker Whondoo,-LosseWs. WLess w'--;andlLessee of..eu6h�fallu;o-and,41-Leswr 96tra-pay suah-amounts,within.-lfdtm•rt6.Broker-and •offsrrt•earcha;amanaMG-agalnukFLearf,-do..addGticawa Lessom"s Brisker-shakk •daeencat,to-Lea-thirdL0Dby..and/or-befweonLonsorand Naa�rroBraakar-daw-dRree p@rviktr�-puxfaosa+a4 asaNting-rrny karokaraga toe-$�. .........1,6:3 Reprasentat'lans-and InAer �niftes-of„and,,wacrant..l Who -ether IM141. Itao3ra<t•rre.deawh%aga•we&Mfn•anyfnr n„•dirrn;braskor-or, fndwq (011a+ar.4Pren..tfra•Brokor .4P..aspy):daaooaanaag9 ..wB9Lmtra8s. ariNkaaf-ncu•oao ibAar•tw as-ss4d nnm des koaw fs•essagdther tcs army rrrarmrspksekon-ar fln& s, fee hf nnae tmrw Ysorowvit8 s�-a ui,•La urmdas-oa r.dnaarsby- @rae•trs-iatdepranify> pvolea kw defaaredaxarj•hoidtiaao0�er�-harn�ass-frcarn-erct.agagawsb-9labdkgty-9orrrcrrn�)aensatiors.or-abrarg awaanbsrroeyMhe•d4afmod•aryany •sucGwwannaraseci•broker, Andef ar-oifter eumliaa- rty-�Sr`reaar�n oaf-aray-dea l4ngc ea-aetYran�-afthe-Gnaf�lfyin fp-portye-6rur�aer9l-any+r�st-oro¢per�est4eararryes"-ti1e� reara�inVy Jncunc�af w4tWe:.slaw thefete,. 16. Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an Estoppel Certlficate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (i[) there are no uncured defaults In the Requesting Party's performance, and (III) if Lessor Is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained In said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10 % of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser In confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time In question of the fee title to the Premises, or, if this is a sublease, of the Lessee's Interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. 18. Severability, The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19„ Days. Unless otherwise specifically Indicated to the contrary, the word "days" as used In this Lease shall mean and refer to calendar days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction. 21. Time of Essence, Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Le 6w— scud Lasses oataMa. rr preeear4s.arul woretarrfs-E�6Mara-Beorr�a-&trat•it•e-anon-and-cely#ngda@oGytsfswtnr°"-+awuv Bnwastigatll-es•an-gproaaattaeatvsallty�rawcaer-aarc6�aner�Ga1-rensl�R6iy o�kae-ottaor-&aady-to-phis d ra�mdaa.fho•uaa3rn aiasr�ugr.aailmy.andwar•d.tkao•prarmkeos mortal ere.travone respspbBk6ly av6Egr-resfaotfreioar wi9Are•r+rspocL imarny ak:hwuh Of tlaeeac4r heroottry Other-Psrr%y 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission or by emall, and shall be deemed sufficiently given if served In a manner specified In this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's aakdress for notice„ A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may fr gTq U 66 PAGE 13 OF 17 IT INITIALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E 4884ft"dip to time hereafter designate In writing. 23.2 Date of Notice. Any notice sent by registered or certified mall, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or If no delivery date is shown, the postmark thereon. If sent by regular mall the notice shall be deemed given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mall or overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or by emall shall be deemed delivered upon telephone confirmation of receipt (If by fax, a confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, It shall be deemed received on the next business day. 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of this Lease requiring such consent. (b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of monies or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. t-Daasolosures-Regarding•TYite•Nature•at-zw oatEstaRr /4genm�y•i%etntianshi� - .... (a).......,� Wtlaert-�aurta:rlrsgdatY+n•etgssaeiaan-wv{VY�•ts-xea�-asurrYe-agent-rewr9lstff-a-wr�at•estaXr�-laxsnsaoYdasrob..4o�lar-t°zs.�t�sr„rrsz-eYncruadei.frorren-aEaa augsaB-aarrdaraNa�nsf-w4�at-typs3-•tsC••,sageuamv�..,r+a6'alAafwlp,.r..�r...crspreseniatKrn-Y6�Yarn�-N+Yth IYao-�geet--Far--agetsCs-Hs-tha5-1rtaFreaiar'cans..w6eseeae.antt•-tl�sesseaa asfsrsaowfodfYsa-YadYrna�advBsad4aykYae•t3€o-kera:ira•tlreYsdFanuasMenra„-als faYl'awss . ........ 4i1 ram .W eat( ..a�esrar's.agewaa wribddr a 9Ynq.,.a, ixanwerrt-wYYfn aYwe-YWeenwsr-..stsls-n-aVa�earea-.fcar-tha-9rnNyr-A V,�a�r"��gaaaaaoe-wsugaagFrnR-base-kN�anfogYawkng.aafnrartaYdve•�t�gltpaVpoerea+-df?��4d_A�lladucYergr•duay-of�rgseaE-wras�n�ge9dy�Naowaoe&'ya..ond•Noyralty-Irw dea6ngswittm-tkua4essrru damifr"G t wt" e- ? -sr 0Ngeanbexaae h• f-ae saaaad�rkaekil arra�Y era in s rrn aw •Ft•#qae errt"s 9tsY'la 6A dolyef honest—andfair aNnc sand good laith—o--A-duty;4%- Bsolose-all4, iw-kraawo-to-the..agent•mler)a tly.,aff'eeRing-the-value-er-a3"ra billly-0 he f ty_tkaat-oar� p ks rvwrre• a as=wF@hdn tkr a9lligont atYosakkrrr rurreat a erwaikan.ns-tho•Rartpes—An•agent4sa-nowt-obflgol ,dlar aevaeR-aa a9duer P,avty roruN laG8r9oattlat folloaroa4o o obtained, above, _____40 _... f a teas a iaa ae nl aaa ywe •9o..arA_a6_a -tor thamt.os 4r�y,..tlaarse iCs V me gha• agaaa4•We vok-oho Loss o orwC;-evoo p4 b,y ngr amreawt MYns-aagfart-ae y4er lvp 3rvwfaa nsaYgors for.akrrvGCas xe+ad aaed Rts ar tea YuYq er i aart Trrray." YLossor: An, ageril acting cwaty •far-a-Lasser,rr 9aa lhca fakBawing aaYfrw Yi aYsRiga6N oc 7rs- Y r .A 4ayally-ire doa➢6r wvUai'wa4ta�YDahoa,-.•,Yo2Fa dasgrasrsd..tka�L g a,-Y Iant-a rrsssa!s' saanaY3io•andRNr-arad•aaeslw-peMarrawanr nY�Ilia acts-"tee.-it�A gYuty-+a�#aooaask-arra9 faardadlrag arwd ward �tl4krs,-o�A doaYy-aro�9YsoGoaaa.agVdardRs-&caaarwwnrfia..ttlaka..,agor+t3malariatiy-aStaokNrpg-t4po�aluo-tar draabaYptyof-the prratwarRy±-tdaak-aararta4km+lrwn to�aa••wYkhYaNaa•diPig,yapwa-a3garrgiear-and�rahservatYoaa�hf,.tlpna-Raw1'Bas—Aea �n0.-Ws zro4ob91gatvta�top Ya�aB4haer Naar4rye..amy c sasallriar«t aP•IrafaaaFavalkan nketaalnexY from the ootier ar9y-wvhieh tioe swmC..bravrsdva tl8 r•af6rsTaYYvacChatbae soR fcal 0.rsav¢n. ----------- {'&BB)f+,..ct4gC Ttraavtlear, aaiTga ar. C e Fv • aw•roaaV aaapaarcfOwa,•a title a r' ealitpg• Ydrasllycrr tlrwaurtaaana od-aneara aasoslaRa Urnssaa�-cw-en•foc�agfyrvba-q r�agairrtodCh�hta-L,sor-aresi-aha.Lsssea-%rr to trranr+aotlone-scarp-turCy�rv4fo•lk�•tCrnotiwYeatgaarwt rors,t�trra�,nfIlroYNh-tha-LosSer-aa-ad tYae-LassaF�-in-ra-drSaV-ag+snoy-sfarraq#a�tho..agont-trash-Oao-€o&Bow#w sag-at'Ors+ratkva-oYaiarpatiorts•aa•botka-.aYaa.L-erasr�r �rnd-diaa 4moasar�aa�•A•Osidr�aayofnaty-at uSn r N e ra daalargFday gaarrraraty ara'S Goyaily dra-tByo doaUngs witia-eaiYhar f asraar urr tgaa k assoFr�ta, Oph ma..4oi ee-fo dl o-Cesar rr cared tgos Lasrrso ass-a4a0.oap ahovo irl- rtuparagrag h (f) r dBB Nn� aaronBi - rYNq s it and-@ aaaa,-th+t aY tw vaynxrC 41Y�,1+a+d 7 •esapaoss arnvW n aT•tlh reap advo P orlya dYo tewlYao.atfrer••Party..thet 1Yael sot-wil•ar ta;aknewt•#nr•anaarerswrnC-#ems itlrearrtY' a•krgdWsa�taaY Orr gee faetgng or• f of the4essea-le willing to faay a*lghor rara�than�a�•sdtrrraedw�•6aNraaw•duB6€a�of•diogrrnLdrr a•eaplysata-0.�aaeroau0en•dd�ot reR'd•a &,aasor~rsr-t.es-fpomua-4Nwa earanolbdBNBytotaroteot�tYtair own4nteresl:s--Lossrnr,AfA4, sheialdaanefuYBymeadoflaItraor n taesaere-'pY takmY-ardega+airli•raaoq o ri�&u+rurd 'lamrcts+ elmkYre9rans&aofia w- A roof aslaB agauet-Ica ire+rsoer aBedag9fGaof mo•adwBeia..abou t-lea9 aataka-Iflegatrar Pawadvice, [rosdroNr n lC a ctaeorpolonl profar,10 orW, Qfs,) Rrokeea faavaa na' Olhef-logal, pro*eodlng 4nvolving-arfy br000h Lease,mavy,bebroughta instBroker-maeo4hamono,yearafterIlia Stan- Bate aruhnt•ihplab4Nlty (WressqurYgrag coereals aeawt•afQarneys"-,pars);afrpy-Brra9oa r•wdida•reeo�-,td-ar.orr-fa r s alt aardAar { agarq•praiagshaA sao1-awe.«eaaai-dtaa•feerarraa4v by a,ruaa•fi'srwka5a-fruune x'rryt-ao•IYaBs-p. arps'arl ;V,vsawor�t@uat•lYreforogofaed,91milat'ian-on 04ras atbaBwtOB'kaap'-nest-R ayspWe,abger aa• ay}�roas.negligerizo.or-wililul-mLacondum of swh Rrokone - f;�')---V�s4ee-a•L,«gra3a.trm•lwpppr¢6fy to-#grcataaar�nCpa9ertiBnB" anyaaerrrnroupufaaaliera• 8aadnrerosM1Pan•ggven•F3raes lNuad•i'a-aneldartact by-rsepoh f`"aFly-to aao GFAnlBdonllap, 26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150 % of the Base Rent applicable immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee. 27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. 28. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as If both Parties had prepared it. 29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of the State in which the Premises are located, Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. 30. Subordination; Attornment; Non -Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any kewatier may rtle t tr have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice illiareof to PAGE 14 OF 17 A, INITIALS INITIALS ©1998 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04114E 4884 Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. 30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non -disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (il) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner. 30.3 Non -Disturbance. With respect to Security Devices entered Into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non -disturbance agreement (a "Non -Disturbance Agreement") from the Lender which Non -Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, Including any options to extend the term hereof, will not be disturbed so long as Lessee Is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non -Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non -Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the execution and delivery of a Non -Disturbance Agreement. 30.4 Self -Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attomment and/or Non -Disturbance Agreement provided for herein. 31. Attorneys' Fees. If any Party or Broker brings an action or proceeding Involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of Its claim or defense. The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred In the preparation and service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs. Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, Improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessors prior written consent, Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during the last 6 months of the term hereof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically slated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser estate In the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser Interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and'expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred In the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent,. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons In writing and in reasonable detail within 10 business days following such request. 37-Guarantor, �47�I Sla'mcrt%on Ttam�nwaarrktrntt;-rC�ty,-ektaagY-eastrrenrta-guawrntyan•t9pe•f�rrrnrarra lracNXy„pwwbgkekrettlbyttAtR�wmertReaR Felala Aosoeiallon, _.- ...... _ _47-g2_Default. 11 C.eSseo-(f anythe exesutron ofllra gesa rt ,r•tncl,wll g lh • augltrasiity af-tlacro-p dy a€gning..eaaa Gaaar rRss"e-behalf tocrtAliafato6auaFemlar areaf b tho-sesaa-df-a ccr€ afle Guaarapro#rrrr•o-rt6fiod rs,y+�tl-e rd�sodusdoaa„B•dte-board-�Zf•dRrM�ar�z-Aculhorlaingwtlae-amauRwNaugro6•luaur.�r-gdlurarnly,(b)..elusrt-Y'Nmenaabad..�eCurnls,-(o).nn E tafa kal„t oalft4' air r (a&)�adrpatrrua•rewaflrrrralVa R-hati Ina -guararly 4, 114 in effool, 36. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. 39. Options. If Lessee is granted any option, as defined below, then the following provisions shall apply. 39.1 Definition, "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2Options Personal To Original Lessee. Any Option granted to Lessee In this Lease is personal to the original Lessee, and ex1not PAGE 15 OF 17 INITIALS INITIALS ©1996 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16-04/14E 486.4 be assigned or exercised by anyone other than said original Lessee and only while the original Lessee Is In full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (t) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (II) during the period of time any Rent Is unpaid (without regard to whether notice thereof Is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period Immediately preceding the exercise of the Option. (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39,4(a). (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Option, If, after such exercise and prior to the commencement of the extended term or completion of the purchase, (I) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not Include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invltees and their property from the acts of third parties. 41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (III) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not urireasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. 42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed to have waived its right to protest such payment. 43„ Authority.; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence of such authority. (b) If this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. It Is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as If all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. 44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 46. Amendments. This Lease may be modified only in writing, signed by the Parties in Interest at the time of the modification. As -•long s hey dsy not reueteriaBRy c arWgo L seaea s• pbRigat+auss-presa* �n ar, L ss ag�rew tern ak�a..aru ah ess ary ablea n ar oneaaetary..wwr adWOr XBamus-tle tNvgs Y earn as-rnay" rr re rabRyrngtfr [ dy. r r„In•sarosrsa'Gan.wVg1�-iRroeawbtt oing normal fma&DJ0Qor rapnonoinoaf„at�a,�•6�aorare➢erase 47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ❑ is 0 is not attached to this Lease. 49. Accessibility; Americans with Disabilities Act. (a) The Premises: IZ have not undergone an inspection by a Certified Access Specialist (CASp). ❑ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction -related accessibility standards pursuant to California Civil Code §55.51 at seq. ❑ have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable constructlon-related accessibility standards pursuant to California Civil Code §55.51 at seq. (b) Since compliance with the Americans with Disabilities Act (ADA) Is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions to the Premises In order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: 1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE (AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. PAGE 16 OF 17 GL. INITIALS INITIALS ©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTG-16.04/14E WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parties hereto have executed this Lease at the plea and on the dales epecl0ed above Ihelr respective signatures. On Executed at: El ''Se undo C A Executed E1 509und ., Cj Sy LESSOR; By LESSEE; Davis b Dellosa Ci,Ly of FU Segundo p Noma Prinled o Davis Nome Printed:r Car rater Title: — , Title; Y --.- YVLIW y.� Name Printod: Chr1 s .De Rosa N . Name P rate ra:tr "1Vuuvt I T10a: ®_ w..,_ Title: ily+Clerk Addveas: 325 Main Street, El Segundo, Stop CA 90245 Address: 350 Main St. El Segundo, CA 90245� Telophone:(310) 648-3167 Tolophone:(jU0 524-2301 Facsimile:(�?) _..,...�_..w�-- Facsimile:(_) ._ Email: Email: crcarPenter@elaequndo.orq Email; Email: Federal ID No. Federal ID No. Im ate-( Foseft0o* , Fps nNW ). EMOM FWsraHD Ma reds(&! in NO Sadlrar Agen1•SRFx- _ , _... .BR ,#wa.�.-._�.._ mm��... ......,�..,..��.� NOTICE: These forma am often modified to meet changing requirements of law and Industry needs. Always write or cell to make auto you are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Butts 200, Olsndals, CA 91203. Telephone No. (213) 667.9777. Fox No.: (217) 6874616. FARM. (c)Copyright 1295 By AIR Commercial Real Estate Assooladon. All rights reserved. No part of these works may be reproduced In any form without permission In writing. 11,EY PAGE 17 OF 17 INITIALS INITIALS 01998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTO.16.04114E 4884 ,w OPTION(S) TO EXTEND STANDARD LEASE ADDENDUM Dated June 8 By and Between (Lessor) D........--. erap. avis & DeRosa Physical Th vInc. a � California Corporation By and Between (Lessee) city_ of E se„q„u„ndo„ Address of Premises: 333 Main Street, Unit'A El Sectundo, CA 90245 Paragraph 50 A. OPTION(S) TO EXTEND: Lessor hereby grants to Lessee the option P to extend the term of this Lease For two (2) _...... additional twelve (12) ... month period(s) commencing when the prior term expires upon each and all of the following terms and conditions: (I) In order to exercise an option to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least 4 but not more than 6 months prior to the dale that the option period would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire, Options (if there are more than one) may only be exercised consecutively. (ii) The provisions of paragraph 39, including those relating to Lessee's Default set forth in paragraph 39.4 of this Lease, are conditions of this Option. (iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. (iv) This Option is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee Is in full possession of the Premises and without the intention of thereafter assigning or subletting. (v) The monthly rent for each month of the option period shall be calculated as follows, using the method(s) Indicated below: (Check Method(s) to be Used and FIII In Appropriately) E3--h--Cost-oaf t,Vvinq,Adjustmerat(s� {COLA) g4te�-use �R�ant-t�iaralH•Tkr�-aet usle<t �Is ..qk ..w ._„�..,. _.0 � .�._ w.m.,e_ ... __._ ) Y � me�h.eragea����tf•kc+ty: frer�-Ylre ire•,it+tdr9ll�•Crp�a�+fie+�•ikeO�W^r k¢ti ire C+a'�nsaArreer-Pu�(ce-&aaaiexr-r3�f 4he�f4�ur�raamr-�af��a�k�no� "atallst al•tlfhe Nth. Oepadnaentral'•L Psar fcr 'seksasl tw)t• CPI-y t.(i6ohar •thege..,Caaraees,�awad C9e �9-4Wnrkeen-)• r.9 6 Pt U,(All Urban Corvwmei�s�), ter (%'lllwtnw Urkrarb�Atrsa)a- - .. �.. .... ..� ..... ....... AI44ko; p 1970 fi t—lf40 rlieft4 viefeffed•lo as-Toprr __....fy,_ _..,,Tlraalerrghly r�nmk�ayv'abrealw�rxrrtJa�+nrlG� frexza�prsafah-F+;,G,a af-glrois-Adlabeare9aNmWslra8f�kae-saadeeatst»Ir�pGanws�l6tsa�4aau¢t-�trrad-rarrtl-f�xrMde.lat uagrawptiv � ufr•of-tPtryaltetahed-L-ca�ee�-staaNt#aaa-r�waBaapGkad,.bY.a•dra�sMdoar..lM�revrurtxr%ot,^eaf wvproYcfl •etttaPp-1ae •4he•CFv��f-kVree s�saVewbat�� annftr.�..�yt�grs pwW'rr-ao qhe-saroerwMh�e)-skfp'et1-to..pnr.krv4,a�•abarv�•d aµ�Vp�st..wWntpNa-gkwe-a�¢zeta'set�lra--&ak�r-e9iaGt-�mf�t-�9srndnetoa�o4" awh&sia��ntlroaq&•wwtNaa-C,Rdtat-td saleuvdae rabaea#aN�-wdvLcPa.Y�7�paaon4#vro-pe{�+�Un �eeretee#��raea�-E9-q,bee•fprsE�wroraarel6ati•tMme�r,vva-of dh&s•k:�Frsa as•e<r4•dtlh-InfYSReagralv9r.9,,-("rye-Mangla )•er..61 (IMil4lra 47ptir�'•"83ase ,taluavutl�":);- _ Eor th aWm scv aagewlaCetl•�4s�G(-t3�4&Ial�ge�ifpsr�rewavnaaanghSy easaal-kaer+sa:¢vd4arr #awnR�in ntir� o�+rent-� aYYa9B�vaay.ttaacrf�auaw-rAaoarlpre6y.r�anl-t�ele�s�-Uwan lkl��arra9 graytca Thsa s e rnan4pa-Mmmedte#tmly pesexNGn-IN�rerat ad uatrrrenret, �- ••,e�1n-IYae-event phe-coerce#aikaUfl�awalM/or�eFx9gaaCdrae�d-#,hwrPq�haiq•taeramartsfea�r�� toaatg+-atiMrer-caiovarraa:aatat•alefa�Raarartt•awR•rprru.rtrragrratau}^�rc shallbe•dkeconfiniiedrthet-thaa•trmdaxc-aav st-aaeardyIhe. aae,u e d-sha#be-eased-te-raataMl acXp ageuatttVerq,...lrrl9rpevwrrkt-lheak-gla •'pct6ea+ nntC agr�ea-asavuah-a9terrba#Iw��Gwndeao„-i6we�•1hn�enstRier-st�aGp prra esa�NarrrikLr�af4ae..avldsaaacp..lo-tMuay Apwpettl'u�tb9hctRpnAsasdagl�wxt-kpa-aa�r,�ratulcdaarga-vrUCkr dRrrrlheo cruGos�f•sak6-,�sseotaY9oeaaand Idsaa-ddsNsfi+�raf.tfaea-erl�ilnra9om�mNmaYl-drta gttlndivaspupw�ew-#Yae-Panfdeso 'fig-c�st��af-eaGd..J�rkaYtatWoeastN�be-Pafd-aaapuell�..lp'te RaRIeG. El--fli—Market-Renla t .Val ue-Adjustmont(s).{M RIf ) -- ._m . gdntw•asu•S�eirala�helN iota udju¢tGacVk'r•Vhcs-'°l4#arket-FwnMat-�+atlu�"m14#ucapwrs��.rrltp-eas tol�auvs« ',-Fear-manallBts- laldot #d-aaasft Maclsaad k erCaN- taWyae.dk¢G)d�sgrrrent•-PYata t#eseF6bece& u+ba vs lhO-Part@es shald-alperavpttea• agr ze capuRr•v�VtaC lMte-never Mi��'-wGGk tma-eww•thn)usGrrement date,-ICreemuawl�naaanel•laerelao4�d,-t4ttal IVrlal�rtays; I&aestG ... ...(a) Lessor, andlessee shake lmmedlaWy.appoint a the .sew•MRV-vr6 hJ4-the- xt-39 dayu �Any assookalec;• ska wldd tyke r3gHbh ray kpy.#�etwemdwthe.Pairdfes,rrr 6 PAGE t OF 2 INITIALS ©2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-3-0100E 4864 check, 0") of thof ottaxlee.Ge aocapwblo -Ccons"Itarit aFbAFatGr- ... ................ on parties, On -balsa said 0V)1.TtW"sfl6re.'oos1 olo,seatlo,tho,artualt IARV, new MRV 0WI-not lba,Iesa ihan-01000ri-payable for We -month -- 4)-Alio-now•Mr4V-wfl$4)eGGpno,tl10-;IQW - ..... . ........................ -2) 14,M-Afst, of-oaluvilafing any4urther Adlustmentg, 0 Ill. Fixed Rental Adjustment(s) (FRA) The Base Rent shall be increased to the following amounts on the dates set forth below: On (Fill In FRA Adjustment Date(s)): The Now Base Rent shall be: September 1, 2016 $5,614.00 .......... ....... ..... Seml�-tr- e'r-1 —2-0-177'— $5,782.00 B. NOTICE: Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental Adjustments, shall be made as specified In paragraph 23 of the Lease. C,-----BROKER'4-FEEr -The 6(okoffi-ehali ree-10F WIIIV"Tagtaph tfiof-lho Lease, NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 687-8777. Fax No.: (213) 687-8616. PAGE 2 OF 2 INITIALS @2000 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OE-3-8/00E