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Home My WebLink AboutC-2398110 0 - q o C- 2398 -/ RENT SUBSIDY AGREEMENT THIS RENT SUBSIDY AGREEMENT ( "Agreement ") is executed as of this 10th day of march, 2009, by and between REDEVELOPMENT AGENCY OF THE CITY OF THE CITY OF ARCADIA, a public body, corporate and politic ( "Agency ") and THE CHURCH IN ARCADIA, a non - profit religious corporation ( "Church "). Any defined terms not otherwise defined in this Agreement will have the same meaning as set forth in that certain "Purchase and Sale Agreement and Joint Escrow Instructions" between Agency and Church (as Buyer and Seller) dated as of January 23, 2007 (the "Purchase Agreement "). This Agreement is made with reference to the following facts: A. Pursuant to the Purchase Agreement, the Agency has purchased the Property as described therein. Pursuant to Section 14.3 of the Purchase Agreement, the Agency has agreed to subsidize for a period not to exceed eighteen (18) months, certain expenses that the Church might incur for the rental of temporary Church facilities following purchase by the Agency of the Property and prior to the availability to the Church of its new facilities on the Live Oak Property. B. The purpose of this Agreement is to document the understanding and agreement of the parties with respect to rental by the Church of temporary facilities and the rent subsidy to be paid by the Agency with respect thereto. This Agreement supplements, and to the extent of any inconsistency, supersedes the provisions of the Purchase Agreement, including Section 14.3 thereof. The parties therefore agree as follows: 1. Temporary Church Facilities. The Church will utilize temporary office facilities at 43 East Huntington Drive in the City of Arcadia ( "Office Facilities "). The Office Facilities will provide office space for the weekday clerical needs of the Church. The Church has also arranged for the use on Sundays of facilities at Dana Middle School ( "Sunday Facilities "). 2. Office Facilities Rent Subsidy. Church has agreed to pay the initial sum of Nine Hundred Dollars ($900) per month as rent for the Office Facilities. Agency agrees to reimburse Church for its rental costs with respect to the Office Facilities in the amount of Nine Hundred Dollars ($900) per month. If, following the first year of the term of such Lease, monthly rent increases, Agency will reimburse such increased rent, in an amount not to exceed One Thousand Dollars ($1,000) per month. Church will be solely responsible for all utility, janitorial, signage and other costs associated with its lease and use of the Office Facilities. 3. Sunday Facilities Rent Subsidy. Agency agrees to reimburse Church for its rental costs with respect to the Sunday Facilities, in an amount not to exceed Three Thousand Dollars ($3,000) per month. Church will be solely responsible for any other rental or other costs associated with its use of the Sunday Facilities. 4. Termination. The rent subsidies for the Office Facilities and the Sunday Facilities. will each terminate on that date which is the earlier of (a) eighteen (18) months after such payments commence; or (b) thirty (30) days following issuance of a Certificate of Occupancy for the Live Oak Property or such earlier date on which the Church has relocated to the Live Oak RVBUSIMGRAN'M30 [79.4 Property. The parties acknowledge that if payment of the Office Facilities rent subsidy and the Sunday Facilities rent subsidy commence on different dates and if termination is based on the expiration of the eighteen (18) month period following their commencement, rent subsidies may likewise terminate on different dates. 5. Agency Payment. Church will provide to Agency copies of checks confirming payment by the Church of required monthly rent payments for the Office Facilities and the Sunday Facilities. Upon receipt of copies of such checks, Agency will pay to Church the rent subsidy amounts as set forth in Sections 2 and 3 above, such payments to be made within five (5) business days following receipt by Agency of copies of checks from the Church. Church and Agency acknowledge that Agency will have no contractual or other relationship with the lessors of the Office Facilities or the Sunday Facilities and that the Church will be solely responsible for compliance with all lease provisions relating to the use and occupancy by the Church of the Office Facilities and the Sunday Facilities.' The obligation of Agency hereunder is limited to payment of the rent subsidies in the amounts and for the periods described herein, and shalt not include payment of security deposits or other fees, if any, payable with respect to the use and occupancy by the Church of the Office Facilities and the Sunday Facilities. 6. Possession of the Property. Church and Agency reasonably anticipate that based upon the expected availability of the Office Facilities and the Sunday Facilities, Church will vacate the Property not later than February 15, 2009. Church will provide keys to the building located on the Property to Agency on or before such date. Prior to such date, Church may remove from the Property (or store in an agreed upon room at the Property), any and all personal property that is not affixed to the Property, but not including building fixtures and systems. Any personal property that the Church desires to store at the Property shall be placed in an agreed upon room, with such security measures, if any, as may be agreed upon between the Church and the Agency; provided, however, that Agency shall not be responsible for and does not guaranty the security of any such stored personal property. Upon fourteen (14) days prior written notice from the Agency to the Church, the Church will remove from the Property any items of personal property that it has stored. Any personal property remaining at the Property and not stored following the date upon which possession of the Property is transferred from Church to Agency or any personal property that has been stored but is not removed from the Property within fourteen (14) days following notice from the Agency shall be considered abandoned and Agency may thereafter dispose of such remaining personal property in any manner, without further obligation to the Church. 7. General Provisions. The "Miscellaneous" provisions contained in Section 16 of the Purchase Agreement are incorporated herein by reference. [Signatures Set Forth on Following Page] RVHUSWGRAKM30179.4 2 t� IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the date first set forth above. BUYER: REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic By., Its: TRx iye nt ector APPROVED AS TO FORM: /n� 1 By: Best Best & Krieger LLP Counsel to Redevelopment Agency of the City of Arcadia SELLER THE CHURCH IN ARCADIA, a California religious corporation B Y: Its: RVBUS \MGRANT \730179 4 3 CHICAGO TITLE COMPANY 560 EAST HOSPITALITY LANE, SAN BERNARDINO. CALIFORNIA 92408 (909)384 -7874 Fax(909)384 -7855 September 12, 2008 MR. DON PENMAN REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA 240 W. HUNTINGTON DRIVE ARCADIA, CALIFORNIA 91066 Property: APN 5775 025 026 & 8571 012 903, ARCADIA, CALIFORNIA Escrow No: 602048146 K55 Dear DON: woo Received _SEP ,a 2008 Development Services Economic Development Division In connection with the above referenced escrow, which closed on 09/12/08, we enclose the following: Settlement Statement for your information and records. REFUND DUE YOU COPY OF THE LEASE AGREEMENT - ORIGINAL SENT TO LINDA UNDERWOOD /MICHAEL GRANT. Any recorded document to which you are entitled will be mailed to you directly from the County Recorder's office. Your Policy of Title Insurance will be mailed to you under separate cover. We know you had a choice and appreciate your choosing Chicago Title Company. We look forward to assisting you with your future real estate transactions. Thank you for choosing Chicago Title Company. Sincerely, CHICAGO TITLE COMPANY MARY ANT RA /nc Sr. Escrow Officer BICLTR -- 08/23/96bk n ESCROW NUMBER CLOSING DATE: BUYER: SELLER: PROPERTY: CHICAGO TITLE COMPANY BUYER'S /BORROWER'S SETTLEMENT STATEMENT 05740- 602048146 -001 ORDER NUMBER: 05740- 602048146 09/12/08 CLOSER: Mary C. Antinora REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA THE CHURCH IN ARCADIA APN 5775 025 026 & 8571 012 903, ARCADIA, CALIFORNIA Deposits Received 09/10/08 CLOSING FUNDS Received 02/09/07 INITIAL DEPOSIT TOTAL RECEIPTS CHARGE BUYER 3,512,029.00 100,000.00 ------ -- -- - - -- LIVE OAK PROPERTY DOC STAMPS LIVE OAK PROPERTY TITLE INSURANCE FEE LIVE OAK PROPERTY RECORDING FEES Settlement or Closing Fee To CHICAGO TITLE COMPANY INSEPECTION FEE - CHICAGO TITLE LIVE OAK PROPERTY CONSIDERATION LIVE OAK PROPERTY CONSIDERATION NOT PAID FOR IN CAS CASH CONSIDERATION Funds Due To Buyer At Closing 2,471.70 3,982.00 21.00 5,000.00 75.00 2,247,000.00 3,600,000.00 479.30 --- -------- - - - - -- PAGE: 01 CREDIT BUYER 3,612,029.00 2,247,000.00 TOTALS $ 5,859,029.00 $ 5,859,029.00 ----- -- --- -- ----------------- ------------ --- -------- - - - - -- I AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL /COMMERCIAL SINGLE - TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) Basic Provisions ( "Basic Provisions "), 1.1 Parties: This Lease ("Lease"), dated for reference purposes only August r 2006 is made by and between Redevelopment Agency of the City of Arcadia, a public body, corporate and politic ( "Lessor") and The Church in Arcadia, a non - profit religious corporation ( "Lessee "), (collectively the "Parties," or individually a "Party "). 1.2 Premises: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 21 Morlan Place, Arcadia located in the County of Los Angeles , State of California and generally described as (describe briefly the nature of the property and, if applicable, the "Project ", If the property Is located within a Project) Church Building and land described as Lot 5 of Tract 13768 as per Map recorded in Book 273 Page 37 of Maps, Los Angeles County Records ( "Promises "). (See also Paragraph 2) 1.3 Term: years and months ( "Original Term ") commencing See Addendum ( "Commencement Date ") and ending See Addendum ( "Expiration Date "), (See also Paragraph 3) 1.4 Early Possession: N/A ( "Early Possession Date "). (See also Paragraphs 3.2 and 3.3) 1.5 Base Rent: $-0- per month ( "Base Rent"), payable on the See Addendum day of each month commencing . (See also Paragraph 4) ❑ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: for the period (b) Security Deposit $N /A ( "Security Deposit"). (See also Paragraph 5) (c) Association Fees: $N /A for the period (d) Other: $ -0- for (e) Total Due Upon Execution of this Lease: $ -0- 1.7 Agreed Use: Church Building and associated parking, use for religious worship (See also Paragraph 6) 1.8 Insuring Party: Lessor L,..." Is the "Insuring Party" unless otherwise stated herein. (See also Pamgmph 8) 1.9 Real Estate Brokers: (See also Paragraph 15) (a) Representation: The following real estate brokers (the "Brokers ") and brokerage relationships exist in this transaction (Check applicable boxes): 0 N/A represents Lessor exclusively ( "Lessor's Broker "); ❑ N/A represents Lessee exclusively ( "Lessee's Broker "); or ❑ N/A represents both Lessor and Lessee ( "Dual Agency'). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker the fee agreed to PAGE 1 OF 23 INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10-8 107E in their separate written agreement (or if there Is no such agreement, the sum of or % of the total Base Rent) for the brokerage services rendered by the Brokers. 1.10 Guarantor. The obligations of the Lessee under this Lease are to be guaranteed by N/A ( "Guarantor "). (See also Paragraph 37) 1.11 Attachments. Attached hereto are the following, all of which constitute a part of this Lease: ❑ an Addendum consisting of Paragraphs 51 through 57 ❑ a plot plan depicting the Premises; ❑ a current set of the Rules and Regulations; ❑ a Work Letter; ❑ other {specify): 2. Premises. 2.1 Lofting. 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. Unless otherwise provided herein, any statement of size set forth in this Lease. or that may have been used in calculating Rent, Is an approximation which the Parties agree Is reasonable and any payments based thereon are not subject to revision whether or not the actual size is more or less. Note: Lessee is advised to verify the actual size prior to executing this Lease. 22 C-Rditiom r- spal l-" 4%FipaFseaaises -te-Gasses4moem -slear d free Of debris -en.the PGSSOSS19R II W1419149VOF fiFSt 90SUFS ("St A Data"), SAG, 89 19A9 as PRO FSqUiFod use- seattact- aw_ara ys-fellewlag�peSEaH- Baia -waaar cis- 4baEtpaeidstiag- alestdsal- plureh 4s veAlfatiag - MCI - air- sondk! s,- Ramp- pumps- if any, aenstFusted by Imesses shall be in Flood APAM0 the MR -t F., --amAnts OF 4he �qf, be-Ang wells and fauAdattan of an buildings an the Premises — I.— aNk Aalthe- Prearlses -dea - fartgi ssel, Is er;_axsept so oth Pmi6B- provided "IH"itiis Leaser{MBmP ly AfteF moolpt of o4iltan matiGs fmm I-A-Ass sett Ad a4gni of -6a6b tk6- as- fa-the 1:040 systems, and (11) 3D days as is the FS 84RIng Systems and BMW MeMOMG Of the Building. if Lesson does AD! 1-9 68e69F1148 RQulrAd- POWs - WithiR ;he AppropRate wart A4 AxPQAAQ 2.3 n.......n....".. I AAAn....n...."/.. i at . I dIR9-aadesx Vial e kApravemeR t,- aF6eri+eR- t++ereoF+vasce s+vt«sb Me) be F89VIFOd II�4118 ' MAFIAASA � "it; V48814411198 AGI GF BAy slmllaF 'a" as a MAWIt 9f =QS6e8'6 6168 (S98 IzAFagFAPh 50), OF to anyAltwatiGno 9F 4911ty IrES7allat' Appltsa esiaJly the - aaANtg,- are - apprcpr edges,44at- pant - uses - ef-tpe WemiseuRaY-a e , tESSpEas..afha FQGA'P% 9914446A IRMtIm- fFQFA 608600 Setting forthwith Rponifigity the nature and exlen 69BGso does not give l6assoF YA#eA RotlGe of a PaA oamplianse with thin waFMAtV wthiR 6 menths falowIRif she Ring ps#% Gap,,Gt1sM of ghn non semplionse shall be the obligation of Losses a4 I ARGAR'S sale Gast and expAARG. 11 the 4PPII9abI8 R89WIFSFAents aFO il9F8eA8F tied- seas -te tkW te-o AeFplayskal meditisatiaR -a aFailimph 2 a(G) below, If GuGh capital ExpaR61NNS ala Faq"Wd SS a FBGUII of Ohs AP9919a MAGI UAIqlJe U66 Of the I�fem!sea by Imassee as so , PM kind, hGWeyar that ifSUGh Rg vHif difleFOR-0 h-001-SR the -644-1 G-61 th-F894 -Ad An aMeWRI AqUal to 6 Months' Bass RA,t. If LAnagn elqgb; IqFMIAng ........ A elF+mw>edlete✓yeeaee PAGE 2 OF 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN - 10.6107E the .asa -af the -Ate Raises ; vAish - requires- such- 6apitat- §xpeRdibua -aAd -dart i{ying- a- terralRatiaR- dale -et- least- g0.6aye thamnflap a .44 lapniq-40A data shall, hawava;, IhAR the 'act day that -Iuld lagally a- Premises- without (b) it Gush Capital Sxpapd tura is not the %, -11 a4the specillo amd uAlque use a( Raaadated- saismIG MGdIf1Wiens),hMA LOSSOF Shall aarcHe-9aYea94he berm ah- 1He-Ba Gush - sasfs- reasonably .tlFib �.hle to the PAimises, 698696 shot! paV InIsAiM an 1,140 ba!=AGM but Me)' PFOP%- ltS QW192NOR at 011�41AQ- It, (AN19"AF, cunh Gap'tal &iPGAdiuJA; im Mqii'Md GIWAAB the last 2 5Q=M Of this 692628 OF a Les—,--4—,^—Kh, Agi—in9c IAA# ;t In Sol ennRoMlan"y fangthim IQ pay 346 share iligiFlinf., LASMGF shall tease- tkeepiien- te IS; minate- thin - keaae . PGR gg dayn P OF wl#mn As' GA IQ 106-98 WRIGGS 1-88"A A-tifiki- I-ARAW, 'A lAtIA9, within 40 days afteF FaGelpt of L866008 topningfion AQtIQA that 1 .6688 411 Pil�' fQF SUGh Capital &PSAGIt"F9 if WSW$ dQG- RQI 8190 tQ kmAn Asia. aAd falig 10 NiAdAF its Chafe Gf any ctich G201tAl r%WMAdiW;Q, Lasgen m2y AdAeR.4 ...Gh I, -Ads ,d d.d.,j ,,a Will; tntsmst. fWA; Rent '-Alli I A.A.ra ch2;a of G-Gh oats IjaVm hm9A (Wily pAqd. if L.AsnAS in --Aahle in Gnome I-ARA046 sham, GF If the balaRMA Of #;A Rant due R sufflGiqAl to fully FelinbwMe Lessee on an offast basis, Lessee shall ha%-9 Via Fight to teminate this Wass upon 20 days WFI#eH WIGS IQ 6 .... A rldk4FQG- 2tpyRtand Aste eaed chaRlin !R Una, GhA diale15- - 98029 -cosh memplells a Ph Gap ltd , 2.4 Acknowledgements. Lessee acknowledges that: (a) It has been advised by Lessor andlor Brokers to satisfy itself with respect to the 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, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the some relate to its occupancy of the Premises, and (c) 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 investigate the financial capability andlor 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 cormflve work. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Tam of this Lease are as speed in Paragraph 1.3. 3.2 r9fly PGAGASSIGIA If L86688 Wally 8F paFtia!15' GGGWPi86 the PISFAIGAS PAW 49 !he G9iAiA8RGQ;A9Aj Date, !he aA an pay Bas.Renksha!ihe2hAt9d f9F the Paged Of A Ay possession. - A"tkeHerms -of thin Lease{krsWdiag but not 1 m! 12FGPGFIy Meet the &P ARIOA Date. Izasses sy the CommAnsement Date. if, despite said flabi' t OF PA404A 46 -e1A8c ebIlgagaRS- un III - 6essordeNvew- PessessienaLtAe- PrerAices-aa my paged of AiFA abstain Id GJAMPMse have anjoyed shall A -A (Min the date of deliveFy of paesescion sad AspAnus (OF 8 PQFI9d equal is what 6assee would athepwiss hays BP40�'Od VACISF the lQFMG 119FOUC. but FRIAUG BAY days 9f d9igy MMUCmd b)' th- Asia GF -FAIGGIORG Of 1 9-608, If PaGROGRIMA IS A04 41811-AFed WIthIA 60 days aft9F the e t Ite-eaten. by notlGe in w9ling within 19 days after the and of sugh 60 day pa edrsanse this .I asa;-in�vdichavant m Aate -t FQGGQGGiGR Gf #18 PFRI69AA In pat dii--Ared AA;hIR 1:10 GJAYS AflaF IhA GGIAMBAGORIOAt Gets, LE146 Lease el-all farmiRnui -ningn mthm greements -are "11- IClliCI11i PAGE 3 O 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -WD7E 3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph B.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. Rant. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ( "Rent'). 42 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. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such Inaccuracy shag 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 fWl 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 Lessors 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 Lessor, at its option, may require all future Rent be paid by cashiers check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Property Taxes, and any remaining amount to any other outstanding charges or costs. n- addigan-t 49 BaSO Rant, 606899 Shall pay IS I-0699F Beat; MgAV�M BffiGuRt equal to any G%%"04 Q-600-11-11 -FGQAdQM;AI11ffif99& levied OFASMAnoGd against the PpernlaAn- ald4nanie 2... Rant ace 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 a 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 improvements on the Premises or the mechanical or electrical systems therein, and /or is not significantly more burdensome to the Premises. 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. 10 PAGE 4 O 23 INITULLS INITIALS ®2D01 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10-6107E 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, (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (i) regulated or monitored byany 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, byproducts 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 (al Lessee's expense) with all Applicable Requirements. " Repwtable Use' shall mean (1) the installation or use of any above or below ground storage tank, (i) 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 (11) 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 (copler 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 Remises, 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 Remediatlon. 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 take all investigatory and /or remedlal action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security end /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 ono 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 ono 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 adjacent properties 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, remedialion, 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. shalt Haaard ss 11e9119ea6e BF VAI I MiSsead'At of Weser, Its agents eF ayees=- Lesso0s abli gallons. -ass Ad when mquked by the Apphaable R09WIFEIMBA118, Ghal e; the dJecaba m r...._.Ugaigens- and - Romp dlotions . es- Pr7er- -te below) Of the PFSFAIDGG. In ' F111911 - '-At I A-We shall he F86POSSWO f8F SUgh PayMMRI- 6866eil Ahall eh- aslivigasat the inquest ef- Lessen inaluding allawingl= essOF SAd 1=066006 agents40 have-rea kwe PAGE 5 OF 23 INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1(a)) occurs during the term of this Lease, unless Lessee Is legally responsible therefor (in which case Lessee shall make the investigation and remedlation 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 (i) investigate and immediate 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 (it) if the estimated cost to remediale 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 recelpt 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 remediation 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 remedlation 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 Lessors notice of termination. 6.3 Lossee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, at Lessee's 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 Lessors engineers and/or consultants which relate in any manner to the such Requirements, without regard to whether such 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, yarning, 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 (ii) 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 Lessorwithin 10 days of the receipt of a 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 (mended 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, fire protection system, fixtures, walls (interior and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located in, on, or adjacent to the Premises. 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. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first -class condition (including, e.g. graffiti rsmoval) consistent with the exterior appearance of other similar facilities of comparable age and size in the vicinity, including, when necessary, the exterior repainting of the Building. (b)- Servise- C+ontsaetar —Leese shall. e- and- me7Wain eenkast , d--e arieased --in this Ipmeet -and PAGE 6 OF 23 INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6/07E kG Sq =%ytlofi"H b9119F. SAd PFeSSUFe V8866 la g- SYStAMS, 'gaten- systems, ( d (vi) saec (c) Failure to Perform. If Lessee fails to perform Lessee's obligations under this Paragraph 7.7, 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 tha Premises In good order, condition and repair, and Lessee shall promptly pay to Lessors sum equal to 115% of the cost thereof, (EN44falasomen- 6ub) a- Pamgrapla ;avisq Lessee of liability-resul' 'so nd Herter Alts& r st of- replasiag- WGh ilam, then sash item sliall be niplased by 688se;, and the seat thereafshalibeflreratad -beMaea4he Parties- and - Lessee -sFuN oatyb kisLease, an ORO, Ad the donaffllnstw APAMI-h Is 144 (la, 11144th of 1149 Gast ReF MORth). I:e6Ge8 shall P2YlAi-F9Gt MR the WAAFAG ebligaNen at any Itme. 7.2 Lessor's Obligations. Sa4JesE- te4he- pr9visien , 14- (6endemnalien); it-6 Is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are Intended to be that of the Lessee. It is the Intention of the Parties that the terns of this Lease govern the respective obligations of the Parties as to maintenance and repair of the Premises, and they expressly waive 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 floor 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 nonstructural 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 deta(led plans. Consent shalt be deemed conditioned upon Lessee's: (i) acquiring all applicable govemmental permits, If) 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 shalt promptly upon completion furnish Lessor With as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and /or upon Lessee's posting an additional Security Deposilwith 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 - responsibility. 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 or 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 Lessors attorneys' fees and costs. c: 7 INITIALS PAGE 7 OF 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 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 Instmctad 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 earier than 00 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 cond flon 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 Tiede 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 completely 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) even if such removal would require Lessee to perform or pay for work that exceeds statutory 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 provlslons of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Payment For Insurance. Lessee shall pay for all Insurance required under Paragraph B except to the extent of the cost attributable to liability Insurance carried by Lessor under Paragraph B.2(b) in excess of $2,000,000 per occurrence. Premiums for policy periods commencing prior to or extending beyond the Lease term shag be prorated to correspond to the Lease tens. Payment shall be made by Lessee to Lessor within 10 days following receipt of an invoice. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of Insurance protecting Lessee and Lessor as an additional insured against claims for bodily Injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,D00 per occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured - Managers or Lessors of Premises" Endorsement. The policy shall not contain any Intra4nsured exclusions as between Insured persons or organizations, but shall Include coverage for liability assumed under this Lease as an "Insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said Insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. lessee shall provide an endorsement on Its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose Insurance shall be considered excess insurance only. (b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in feu of, the insurance required to be maintained by lessee. Lessee shall not be named as an additional Insured therein. 8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. The Insuring Party shall obtain and keep In force a policy or policies 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 peals of flood and /or earthquake unless required by a Lender), Including In PAGE 8 OF 23 INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 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 subrogation, 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 shalt not exceed $1,000 par occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b) Rental I Lessee aRGI aRy-LOA ' k+earanes"). Said lROUFSAGO Sh 4 -Goat =Rd ttia apAayfit-ef-� adjusted apnua4y-� ad Rant othaFwise paicabla b�r Itesses, fe... ..-Q PRxI 42 1., _41. -r4od. I-ORAGA shall he 11,hi foFaRy- dedustiblo ameuRk- iR- Oa�ess, (_) ..:___ t Ppernises If the Rramlsaa-aFe paFt of laF99; b ild meta- grae9eF6ailtliRQs- ewnedby'Lassocwpisp"araadlasent tom Premises, o-propaRy-IRGUr2RS Wilding 0111166i-AG- U68 8; OGGWPOAG�'Of . 8.4 Lessee's Property; Business Interruption Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such Insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occumeoee. The proceeds from any such insurance shaft be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written evidence that such Insurance is in force. ( b)- BuslRess- 'Ate rwpNeRr- LOSSae- spaN -abt 48 AXPAAAO 1AMUMAGe in apii.upt. aG -will relrnbu FAA I Aname far difeat Or Indi Rg iness of-kessga. Als- (c) 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. 8.6 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the Premises are located, and maintaining during the policy ten a "General Policyholders Rating" of at least A-, VI, as set forth in the most current issue of "Best's Insurance Guide", or such other rating as may be required by a Lender. Lasses shall not do or permit to be done anything which Invalidates the required insuraria policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the existence and amounts of the required Insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, fumish Lessor with evidence of renewals or "Insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be required to, procure and maintain the same. 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 of 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 waiters is not limited by the amount of insurance carded 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 min, indoor air quality, the presence of mold or from the breakage, leakage, INITIALS PAGE 9 OF 23 INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN•10 -6107E obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or righting factures, 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 of which the Premises are a part, or from other sources or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or Its agents to enforce the provisions of any other lease In the Project, or (ii) Injury to Lessee's business or for any loss of Income or profit therefrom. Instead, It is Intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(les) that Lessee is required to maintain pursuant to the provisions of paragraph 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 potion 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 insuance, 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 risklcosts 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 maintain the insurance specified In this Lease. 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 6 months or less from the date of the damage or destruction. 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. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7.1, (b) "Premises Total Destruction" shall mean damage or destruction to the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. 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 o1, or a contamination by, a Hazardous Substance . in, on, or under the Premises which requires remediation. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessors 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 (except as to the deductible which is Lessee's responsibllity) 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 (I) 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 PAGE 10 OF 23 INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 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 Parry. 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: () repair such damage as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or (ii) 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 alter making such commitment. In such event this Lease shag 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, H 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 Lessors 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 speed 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 impaired, 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. waYrcaspwpaker- testQMti Shall 269FUS, 6686BO May, at A F resteratlea; g' awaykeadem of W;isk- 6esseG44u- stual AGUGS Of WWese data s; vhisAevestlw4assaw. to tally -B Eby 6auoF. 10. Real Property Taxes. 10.1 Definition. As used herein, the term "Real Property Taxes" shall Include any form of assessment; real estate, general, special, ordinary a 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 Premises or the Project, Lessor's right to other Income therefrom, and /or Lessors business of leasing, by any authority having the direct or indirect power to lax and where the funds are generated with reference to the Building 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 Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) Imposed by reason of events PAGE 11 OF 23 INITIALS INITIALS 0201 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN•10 -W07E occurring during the term of this Lease, including but not limited to, a change in the ownership of the Premises, and (if) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover any padod of time prior to or after the expiration or termination of this Lease. Lessee's share of such installment shall be prorated. In the event Lessee incurs a late charge on any Rem payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid In advance to Lessor by Lessee monthly In advance with the payment of the Base RenL Such monthly payments shall be an amount equal to the amount of the estimated installment of taxes divided by the number of months remaining before the month in which said Installment becomes delinquent. When the actual amount of the applicable tax bill is Known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as is necessary. Advance payments may be Intarrningled with other moneys of Lessor and shall not bear interest In the event of a Breach by Lessee in the perrormance of its obligations under this Lease, then any such advance payments may be treated by Lessor as an additional Security Deposit 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability 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 conclusively determined by Lessor from the respective valuations assigned In the assessor's work sheets or such other information as may be reasonably available. 10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. 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 Lessors real property, Lessee shall pay Lessor the taxes attributable to Lessee's properly 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. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed, Thera 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 dot, strike, tabor dispute, breakdown, accident, repair or other cause beyond LesWs 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 wd thin consent. i- she -la- the - sentiel Of 698699 6488 , —(G) T- "VIDIVOROAt Of 69SS90 OF its assets in Orly er_gg�- 8�tliyjHBiF fin9a0ag; irensfer- t9verapel.4uy -out 9'6� 9t WOFth Off_ need afxh9 time afthe exasul an ea6e9Fat the - tiaae-e"hA MOM FA as- se nsRAtadreFas- it a rdsts- immediat9V9 ieF49-sai9 kansa6gea -9F4r e raay w acerb (d) An assignment or subletting without consent shall, at Lessors option, be a Default curable after notice per Paragraph 13,1(c), or a noncumble Breach without the necessity of any notice and gram period. if Lessor elects to treat such unapproved assignment or subletting as a noncumble Breach. Lessor may sitheF: -{i) terminate this Lease., aF (;)- u pan .30 -days Baae,Rent than In Affe,t ' -F-Ft 4y�eesae- shah- be- sublesfto-si adjustrae ts- schaduted EIU41494048fflallld�4110 WSGO 18FM Shall be 'A r9ased- te- 4iBg6.of . (a) 696sws FamAdy f;F any breach af peragmph 12 4 by LOSSOF Ghall b8 liMiled 18 er / d6mages- aad/arAaJdasfive- retie!° 0; Subletting It I Wee is-in- Beraull i14he4ime- sensen4-4 7� INITIALS PAGE 12 OF 23 INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10.6 107E (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 payphcne shall not constitute a subletting. 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 ., i,� If W19T-W PAGE 13 OF 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6707E 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, of wilhout 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 andlor its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, andlor 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, (ii) the service contracts, (ill) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (A) evidence concerning any guaranty and /or Guarantor, (vii) any document requested under paragraph 42, (viil) material safety data 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. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the miss adopted under Paragraph 40 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 clays 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: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined in 11 U.S.C. §1 Dt 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 rat restored to Lessee within 30 days; or IN) 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 clays; 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 Lessorwas materially false. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (I) the death of a Guarantor, (fi) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (lit) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, IN) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's 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, 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. H Lessee fails 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 ilmiting 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: (1) the unpaid Rent which had been earned at the tine of termination; (if) 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; (Iii) 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 relefting, including necessary renovation and alteration of the Premises, reasonable attomeys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of 1 PAGE 14 OF 23 INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-10-6)07E 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 Trot waive Lessor's right to recover damages under Paragraph 12. 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 detainer statute shalt also constitute the notice required by Paragraph 131. 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 orjudicial 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 tens 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 vnll 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 costs 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 as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non- scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non - scheduled payments. The Interest ( "Interest ") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed bylaw, Interest Is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.5 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 or 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 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 Lessor's 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 thereafter 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 seek reimbursement from Lessor for any Ivi- INITIALS PAGE 15 OF 23 INITIALS 020011 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E such expense In excess of such offset. Lessee shall document the cost 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 pourer (collectively "Condemnation "), this Lease shall terminate as to the pan taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be mmised 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 shag 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 entitled to any compensation pall by the condemnor for Lassee's relocation expenses, loss of business goodvall 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 enti0ed to any and all compensation which Is payable therefor. In the event that this Lease is not terminated by reason of the Condemnatlon, Lessor shall repair any damage to the Premises caused by such Condemnation. 16. Estoppel Certificates. (a) Each Party (es "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 Associatlon, 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 Certificate stating that: (i) the Lease is in full face and effect without modification except as may be represented by the Requesting Party, (1l) 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 me Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. us INITIALS PAGE 16 OF 23 INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E (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 potendal lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lenderor 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 We or interest in the Premises or this Lease, Lessor shaft 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 Win respect to this Lease, and shall not seek recourse against Lessor's partners, msmbers, 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 N etvrean Me RaFtias with FaspeGl-t"Ay Mettler warraala{a- tAe- Brakersthat 11 has made. " , 8f the Bth8F PAFty 18 this Lease and as to the use, PaWfe, q4ality and GlhaFaGt9F Of the PMMIGAA BFAk0FQ ha'- Re F96PORSibility With RS acREhareto� 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, 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 Lessees address for notice, A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, 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 mail 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 guarantee 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 similar means shall be deemed delivered upon telephone confirmation of receipt (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 shelf be deemed received on the next business day. 1.6 INITIALS PAGE 17 OF 23 INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E 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 moneys 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. 25. Diseleswes -Reg arding The Nature ef a Real Estate AgeneyRolatlanshW al-estate iraasasfi 04rda fly J&IIIIIII;i � n r866048 gen(, UA AFA- 116ting agreemmAt Wit FNie InassoF erafy-- A- L-essor-sa yrand layaltit dealing 149e4" sara- la- petiemtaase- ef the - ageaY4 dutles l; A duty Qf honest aAiJ lali: dealing and good falth o. A duty to O!sG!Gsa all fag's known to Ilis a eaten the VillWa OF deg:MhUhly Bf the PFOPGAI- that Bra Fiat 1019VOR t8, OF NY MIR Me G14191int 8#84en and elisawatlan of, the PaFtles AA agent is not ed to reveal to either Pa any trem &4@theFPaky-whishdoss -nat lw 4ve9ut7es set famaheve. h==_�__�" "�.- e- eltaaiieas, the -egent in net the I=esse4 agent, even if by agrsemaRt the e@BAI Re)' F868408 98MI)SRS8118A (OF 68P4686 FSAdSffld, 84148FIR fWlI 9F 'A pa4#em the Lesl%ap. eat A fiduGlaFy dutI, of utmost ___ :., ,. —.fir anesty, and leyal4, in dealMgm MIN the Wawa. .. ent-exewlseatreasenab duty of honest and fGIF E[8g':Ag aAd 00nd faith, G A duty to GlasleaG a I tests knew watiepa - the -Pad! S. An-ag ant is Rot obilgaleel IQ reveal in elthei: Pagy any (111) 10 ... t Seth I-ARROF ARM -ARA99-, A Foal estate 89SAt. 8ftheF asting diFeelly kkr qtr ORB OF R888818tS 110811686, GaA legally 118 the a09111 Of b8144 the IneSSOF Ad the I-AAAAA in A tMAAMANGA, bilt QA15' With the kR8WISdee and sansant ef lieth !he I mgsw And *ekassee. Ina- dealagencY- sitaatlen,- g, a- ageatkac+he-lauewiag- a9mx,ative- oblige' e; a. A fiduciary duly 99 utmosi eaFs. W I ' 49ya4ti`in4i e dealinge v+ithai[hOFL aA-ihe L- essee -ae stated SbOYS lR SUbp0Fa@Faphs (1) OF (;I), 'A F9 MeANA@ bath 686SOF and 69seee, the ailepit may not,vithout the express pe i1sSiOR Of the Fespeslo'a Berg isslese- ta4haa arty that fhe 68GSOF411 8998pt FOAt irl an unNese4#+anxhaiSadkafed -in th ag-ta-Ilay� higpff F8 1 -Map -t WAR dA A94 let Protest thelF a" intweets. d- sarefa! ek.uaderstaadiagatthe IIRRS GtiQA A. MaF estate - agent is_a Perse"Velified N kea3- hai'a- fig - ressepsibili4' with- M&P-Gi IS MAY 0109B6111 AF -Lr nape yea 1 ability shall pel- be- appksahle -faaay gmaa'nagilgep66e , A Lsssar and FAA '6p- eFtpfer eons' I- by SUGh Paky is be 6911fid-RU-1 , IN PAGE IS OF 23 INITIALS ®2001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-10 -S /07E 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 rase. 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. 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. 26. Covenants and Conditions; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and condtlons. in construing this Lease, all headings and Mae 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 govemed by the laws of the State In which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initialed in the county in which the Premises are located. 30. Subordination; Adornment; 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 ranewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lander ") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lander may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notvAlhslanding the relative dates of the documentation or recordation thereof. 302 Atornment 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 Devise to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, altom 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 (li) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessors 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. 3D.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 attoms 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, attornment 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 de0ned) 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. INITIALS PAGE 19 OF 23 11MIT111M 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10 ,6107E 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). e sass IeA(18F6, GF 18A2At8, and ak7ng- susAakeratio Table -aAd !he - efaeNAgr Us! A§- and- ma1PAWPlAg- BfiitlNg�p, pipes Ad A efa-IA 04nateFlat adversea amiss". 1-aw ilityle- Eessee. 3a— AUaNens,- Lessee- shah - sot- seAdast- AOFpeAA1 is be seRdwated, any auglien upon the Fie f ss!a- detaR*&iA 34�:gAa.- LB66BF- May -plage GA the PFeffit"B" erdl nary 'FerSal „ the Wm haFsgf 15%;aaipt Drd'AaFY'40; SUblGaGS" SIORS, 608688 she" Fiat Place aRY GIBR pBP- the -PF6m leas withgut laesoers prior written -opsenl All sigAS+saasbsem9lY . 35. Termination; Merger. Unless specifically stated 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 fimited 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 recelpt 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. 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. 9 PAGE 20 OF 23 0111FOR9 02001 - AIR COMMERCLAL REAL ESTATE ASSOCIATION FORM STN - 16.6107E 30 options if 6assee a or plod an9 3131 •, t;aa =spell -mean. e rsped�0 84:6saey -r HeFts4a AAA - eifI4ertpa.Premia8G OF otheF P FOP AY ef- OF the Flil$# Of Iff* retusa♦•teparspasa.tp 392. OpVGAsA*G4WW�9lnai -4ea ri&W Lessee, andGanpat. ✓3e-ass+Sn Promises and, 4 fegaeet So AF 9 b16«ing- 3A.4 Mot Of 08113UN OR GPIIWAS, esa�ised- aglaas" fha- 9AaF9pt +anattavebear++kMlAly- axewised: (a saafinuing .. the paged of (I nylien6 +stvipaid{wtpea{- Fagardfio -wI - .- • a etisaSlaemaf4s-9Wen- Lessee)r(IiI) a garate- pafau7trwhether 9F not ptien, etdime- within welsh An Qp beGause of the ppovisloprl�� axerskean+2pti der eaded- term- ecsemplat' 0 says aRoFa ph- Raat -b 44t�tpis-Lease. 44---guftiple SwIldings. it the le SwIldings. it the GDA%FGIIGd Is' 69680R. 16GAGBB alf1688 that It Al Billie by and GGAIaFffi to -11 9,290nabte-sa F-may- make- fromtkn sa 9;0urtEf&-aad4RWO4044he-park4Ay. lea leles and -te-ea wee its employees, suppilem, shippeFs. susiemers; sankaste aAd 1m,lities to Be ablds oAd 990GAnt— l- esseeaks -agree s 'ib such Fees And nigulafiens 41. 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 a the Premises. Lessee, its agents and invitees and their property from the acts of third parties. 42. Reservations. Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably Interfere with the use of the Promises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restdctions. 43. 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 Parry 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" with 6 months shall be deemed to have waived its right to protest such payment. 44. 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 shalt 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 _d1• INITIALS PAGE 21 OF 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E 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. 45. Conflict. Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. 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. 47. Amendments. This Lease may be modified only in writing, signed by the Parties In interest at the time of the modification. As long as they do not materially change Lessee's obllgatlons hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. 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. 49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and /or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ❑ is IZ Is not attached to this Lease. 50. Americans with Disabilities Act 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 anysuch 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, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES IS 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 IS LOCATED. PAGE 22 OF 23 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 1D -6/07E The parties hereto have executed this Lease at the place and on the dales specified above their respective signatures. Executed at: On: Executed at: On: By LESSOR: By LESSEE: Redevelopment Agency Of the City of Arcadia, The Church in Arcadia, a public body, corporate and politic a non - profit religious corporation BY _`` 1 ev-0-e. re" By. Name Printed: DIOnlL4 pe n mia n Name Printed: Title: tK e c .A+,, -, e ID ;re c'(-o r Title: By: By: Name Printed: Name Printed: Title: Title: Address: Address: Telephone:j( ) 574 -5401 Telephone:(_) Facslmile:(f. ) '-I U b - $ 7A f Facsimile:(_) Federal ID No. 95-6000667 Federal ID No. fi NUAI; Attn: _ Title: _ Address: Telephone:(_) Facsimile:(_), Federal ID No. BROKER: Attn: _ Title: _ Address: Telephone:(_) Facsimile:(_) Federal ID No. 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, 860 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213) 667.8777. Fax No.: (213) 687 -8616. ® Copyright 2DOi - By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing. PAGE 23 OF 23 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10 -6 107E nIlaDING101 i THIS ADDENDUM supplements the terms and provisions of that certain "Standard Industrial /Commercial Single Tenant Lease — Net" between the undersigned Lessor and Lessee dated as of September 12, 2008. 51. Statement of Background and Intention. This Lease is executed in order to effectuate leaseback provisions contained in that certain "Purchase and Sale Agreement and Joint Escrow Instructions" dated January 23, 2007 (the "Agreement ") between Lessor as Buyer and Lessee as Seller. Section 14.1 of the Agreement provides as follows: 14.1 Temporary Leaseback of the Propert y. Commencing at Close of Escrow, Buyer will lease the Property back to Seller upon the following terms and conditions: (a) Base Monthly Rent will not be charged; provided, however that Seller will be liable for all "Triple Net" expenses as additional rent, including (without limitation) the cost of utilities, maintenance, repair, real property taxes and any and all other similar costs and expenses relating to the use, operation and maintenance of the Property and Improvements thereon; (b) The term of the Lease will expire and Seller will fully vacate the Property not later than thirty (30) days following issuance by the City to Seller of a grading permit for construction by Seller of a new church on the Live Oak Property; and (c) Unless Buyer and Seller agree on a different lease form, the Lease will be memorialized using the latest available version of the AIR Commercial Real Estate Association Standard Industrial /Commercial Single Tenant Lease — Net form. Because Section 14.1(b) of the Agreement defines the term of the Lease in terms of the issuance of a grading permit to Lessee for the Live Oak Property, Sections 14.3 and 14.4 of the Agreement, quoted below, refer to the approval process with respect to the Live Oak Property. 143 Construction Period Rent Subsidy. [This section provides in part as follows:] ... such payments will continue for not more than eighteen (18) months and will commence upon the issuance to Seller of a grading permit for Seller's construction activities on the Live Oak Property; provided further that Seller agrees to submit its completed application for such grading permit to the City within four (4) months following Close of Escrow. 14.4 City Development Approval Process. Buyer will exercise commercially reasonable efforts to cause the City to expedite its process for reviewing and approving complete applications of the Seller regarding its use and development of the Live Oak Property, to the extent legally and practically feasible and reasonable, including any required parcel map, zone change, CUP, RV BUS\MGRANI 725888.2 architectural design review or California Environmental Quality Act review. Seller will be responsible to prepare and submit all necessary applications, drawings, maps, specifications, plans, bonds or other security as required by the City relating to Seller's proposed use and development of the Live Oak Property, all at Seller's sole cost and expense. Seller's development and operation of the Live Oak Property as a church shall be at Seller's sole cost and expense. Seller agrees to use commercially reasonable efforts to prepare and submit all application materials to the City on a timely basis, in compliance with the City's application requirements, including CUP and design review applications and building plan check. Prior to the expiration of the Due Diligence Period, Seller will present to Buyer its proposed schedule for its development of the Live Oak Property, which schedule will provide for submission to the City of completed CUP and zone change applications not later than one hundred twenty (120) days following Opening of Escrow. 52. Term. The term of this Lease shall be as described in Section 14.1(b) of the Agreement, as set forth above. As further described in Section 14.3 of the Agreement, Lessee agrees to submit its completed application for such grading permit within four (4) months following Close of Escrow. 53. Rent. As set forth in Section 14.1(a) of the Agreement, as set forth above, Lessee will not be liable for payment of Base Rent under this Lease. However, Lessee will be responsible for all costs associated with its use and occupancy of the Premises, including (without limitation) all utility costs, all real property taxes and assessments, all costs of maintenance, repair and reconstruction and all insurance costs (other than the cost of any insurance coverage that Lessor may choose to maintain with respect to the Premises). 54. Ownership; Removal; Surrender: and Restoration. Notwithstanding the provisions of Section 7.4 of the Lease, upon the expiration of the term of this Lease, Lessee may remove its furniture, fixtures and equipment from the Premises; provided, however, that Lessee will repair any damage resulting from such removal and will not remove power panels, HVAC systems or equipment or other systems integral to the structure and function of the building located upon the Premises. 55. Damage or Destruction. Notwithstanding any other provision of Section 9 to the contrary, Lessor and Lessee agree that in the event of any Partial Damage, whether insured or uninsured, if Lessee elects to repair and reconstruct, Lessee will be solely responsible for all costs associated therewith. 56. Assignment and Subletting. Notwithstanding any other provision of Section 12, Lessee shall have no right to assign or sublet its interest under this Lease, it being understood that this Lease and the rights of Lessee hereunder are personal to Lessee and not transferable. RVBUS\MGRANn725888.2 2 57. Interpretation. This Lease and the rights and obligations of Lessor and Lessee hereunder are to be interpreted in a manner consistent with the Agreement. In the event of any inconsistency, the Agreement will govern. With respect to the use provisions described in Section 1.7 of the Lease, Lessor and Lessee confirm that the "Agreed Use" will include use of the church building for church social events, church office uses and uses typically associated with church facilities. LESSOR: LESSEE: REDEVELOPMENT AGENCY OF THE THE CHURCH IN ARCADIA, CITY OF ARCADIA, a non -profit religious corporation a public body, corporate and politic By: �Or t tt� �c�wra— By: Its: Donald Penman Executive Director Rvausvv GRAN n725888.2 3 Its: AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD INDUSTRIAL/COMMERCIAL SINGLE - TENANT LEASE -- NET (DO NOT USE THIS FORM FOR MULTI - TENANT BUILDINGS) Basic Provisions ( "Basic Provisions "), 1,1 Parties: This Lease ("Lease"), dated for reference purposes only August , 2008 is made by and between Redevelopment Agency of the City of Arcadia, a public body, corporate and politic ( "Lessor") and The Church in Arcadia, a non - profit religious corporation ("Lessee "), (collectively the "Parties," or individually "Party'). 1.2 Premises: That certain real property, Including all improvements therein or to be provided by Lessor under the terms of this Lease, and commonly known as 21 Morlan Place, Arcadia located in the County of Los Angeles , State of California and generally described as (describe briefly the nature of the property and, if applicable, the "Project ", if the property is located within a Project) Church Building and land described as Lot 5 of Tract 13768 as per Map recorded in Book 273, Page 37 of Maps, Los Angeles County Records ( "Premises"). (See also Paragraph 2) 1.3 Term: years and months ("Original Term ") commencing See Addendum ("Commencement Date ") and ending See Addendum ("Expiration Data"). (See also Paragraph 3) 1A Early Possession: N/A ( "Early Possession Date "). (See also Paragraphs 32 and 3.3) 1.6 Base Rent: $ -0- per month ( "Base Rent "), payable on the See Addendum day of each month commencing See Addendum . (See also Paragraph 4) ❑ If thls box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $ -0- for the pedod (b) Security Deposit: $N /A C'Security Deposit "). (See also Paragraph 5) (c) Association Fees: $N /A for the period (d) Other. $ -0- for (e) Total Due Upon Execution of this Lease: $ -0- 1.7 Agreed Use: church Building and associated parking, use for religious worship (See also Paragraph 6) Le 1.6 Insuring Party: sser L..... is the "Insuring Party" unless otherwise stated herein. (See also Paragraph B) 1.9 Real Estate Brokers: (See also Paragraph 15) (a) Representation: The following real estate brokers (the "Brokers ") and brokerage relatlonships exist in this transaction (check applicable boxes): ❑ N/A represents Lessor exclusively ("Lessor's Broker "): Cl N/A represents Lessee exclusively ( "Lessee's Broker "); or ❑ N/A represents both Lessor and Lessee ("Dual Agency"). (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Broker the fee (eed PAGE 1 OF 23 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6707E in their separate written agreement (or If there is no such agreement, the sum of or N of the total Base Rent) for the brokerage services rendered by the Brokers. 1,10 Guarantor, The obligations of the Lessee under this Lease are to be guaranteed by N/A ( "Guarantor "). (See also Paragraph 37) 1.11 Attachments. Attached hereto are the following, all of which constitute apart of this Lease: ❑ an Addendum consisting of Paragraphs 51 ❑ a plot plan depicting the Premises; ❑ a current set of the Rules and Regulations; ❑ aWork Letter; ❑ other (specify): 2. Premises. through 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 tens, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree is reasonable and any payments based thereon are not subject to revision whether or not the actual size Is more or less. Note: Lessee is advised to verify the actual size prior to executing this Lease. 22 condition asha7l- deliver -the Rremise C I, hMAPR 919MA And fFAA M9 ClAbri. R the .C.M enseRaaat-✓Oate-es� possession Onto. "'rst Q;GUM ("SW4 Date"), and, so long as the quired- sewis obtained by Lessee anol in Ky- days following -the Start Date, wanaRls healing, ventilating any, and allthess be- Intiaa4�pe ndilien- eR- sa.A- dai- - tsofihe- reefrbeaRRg- walls - aid- fauRdatteR- e�atay buildJRgs er- thaRrernlses{tge " 8utldshall be rarts-that the - pFamrses OHwrgi 6911119d 96 tOKIS UA69F sppkable- stakFOF fAdAR41 law It a no -aarnp gnaw- with -Geld- vravanty SAO$.as- of -tqe- Ste# -0ate,- aFiFOae- at- sushsyslems -er Shall, 89 as- Lesser' s - sale -e § figat{aR- wltp- raspesHo- BUG h- matfeF- arraapt. Be, - Pro m9NyageR- resalpf- eCw'riileR 100MA 49M LGAGAS GAtUR9 tth- s9acrflsNY- ttoe- nature - and -AWARt of Rush RAR- crxRpliaRCar- mal(aRAtfep- oNaNara, rectify shall ke-ae to' Gwst�ARths -as-ts the -H"h(; syAtart+ s, ard{! i}3gdaysastetheiemainiRg- systems an "theF-alomeRts�f- Ehe -[1u lldlng If t Asses seas not give IxesSOF ills 'se witkiR the apprepriai serre600H of any - Gush - Ann - cemPliaRSe- maltaasfieR -Ar to! ure- shall- be- thB. bliga9AR- eflascaeatkeaseas.solenestand expense. 2�3 COMPli-AGO 18-90HAWF141919 that to the best Of tike' InapravemaRlA- aR' thA 'izrerRlaeepkywtth'tpe- 4atidiFi §nodes: RpPOSSIRIQ IaNYS, GQVeR d onfinanses ("Appikabtet2equkameRtG th ImpmvemaR , 4- 5aidusrraRty- does+rAta t. putthA- ptemiGar,r.raAdifacatiaRS -which ablAg PA-�r utisty Installations (as slegned in Paratinaph 7.3(a) }iRad epeR9tble -fef ApptiGa131 -Regal aRi ledgqs that past uses of ptly-after r% eiptePNdlf eRAetise# eRt- l- asses- sattRSg- f�eslticiyVpe- RatuRr'and ekte Os expense. 1 Leases -d gas - not - dive -L- riser-- wrJtian A-9-A at a - Ron vawaRly --Ahln �nARt °ksp- f'e�ll�� ' tthat neR- eompliaAaa she 1 be -t e-ob expense, if the Rte requiw- duirRg -.the I-RA Of this -10290 the Is OF an Altomf of any Gallen -of 'he -114, Lessor an I-AARMA shall 1, the AWA - (a�Sa4Jeot to 11RA)f] Fmp� 24(m) b fGWtsaQh-Gap(y P18MI686 by Ingeses as sempaFed YAI uses - byisRa - ertpe- GesFtAereair -prev7dedrf+ewevertAatJfsaeh Capita' Expenditure 16 F9qUIFBd duFlng e4ast -2- years- e€tpic-Leag, Rd 1h, nngf thAreAf Reload- teaRlRaie eaaRatlen- notice -that Lesse pa & d�eweaelaaltiaAtlher eafand- artamean e.;:.: Rat. a, :,- �cwsee- RhaNamrRadiatglycAasA PAGE 2 OF 23 INITIALS I IALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E 4sl ecsar alleR- aeUse- sDeelEY>a9-a- l9R4Aa iaa -dais- al -Jaast 90 40ys llhaF8298N such laminallan date shall, hgwev r, in Re eveRt he an4a; ti-en the Lact day that Lassmm Gould +89a ., lhA pmmlgac Mlh-ut GOM MRaiAg- Such- G3pltdl{� ' by Less (Such 86, FARBAtall) reap e- aa+gatad -la- pay -�� reraak +da�is6easarea�he- daleakat�A isp4pe Baaa Rent Is dwa, aaa mount aqua! to 444th ef the portion of Gumk-;O�� attributAh., In the p4affil--ft 686680 t9 duaw I64sq ' F41- Le9ser- ra2sePa4ly determines -*-- Itas- not -ego ornisally.faas7ble- tapay- its - strata- thetas(- Lease F shall have - the -COG A to- tormlaate 90 sys POOF vgttan Sallee ta Lessee days ape; et IA 1AP111- 1 -1aad- (all --le -teed -File ShHW- BFaRy{U6h"'°°PtI F;XPGAGNt9F -0f -u6h6B6f6 half Leh I A-1 sufge le M- toiullyialrsburse- Lessen- erfaAAffsat begin, Lessee she 1 -1a 444"IihtIs -tqg lAate- this- Waseupe440 days- 'o-tan- Rags -In Weser, r,.r w..r.ar�,.F....a Rg- life- 3ba4B-- g10- pfaM7 610R6- cePSef44Ag- Gaplial- [•xpandgHr9 -- eta- lAlePdBd -lB- apply- BWy-16 AaA-VD unla;y, w%xpe-ted. fd- flew Appileable aksPteAlG. it 114e GBP!tal EXPeAditums- are- iA- taad-Wtig 61ee1 - aF-pmpased Ghangs in use, chastie In Wansk), of use, a; medikAtIOR W the Pmml-eg th-A, ARd in that event, In 65eo shall either. ush 6kiaPg6dLbWe- aF IPleA611y- 9f- u6e2RdicFtake�yu6li- athaF6lap626- Riay- he- ABCe66aP�- b- agrAlnala -ltiai Adg{�ra- ar.(II� xpeA eAnhlaie-lkls-Laaser 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor andlor Brokers to satisfy itself with respect to the 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 Disabllities Act), and their suitability for Lessee's intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the some relate to its occupancy of the Premises, and (c) 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 Nat: (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 Lessors sole responsibility to Investigate the financial capability and/or suitability of all proposed tenants. 2.5 Lessee as Prior OwnerlOccupanL 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 shell be responsible for any necessary corrective work. 3. Term. 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. NyeFpatiia0.ysssuplesihaRretAlses- pAer�e- the- SemrneACarAaPbgats ;The- ebfigaliaP- le-pay R... Rant eh -1 h, naaled is; I -p FhxRrseLlhislease{IRSN+diRg -0 ul- netTirAlted the oblisallopl; to pay Real Properly- TaxesaA d WSUPaRGO PFUMIUMS aBd tQ MAWAIR The- premises }skaII- bG4R4Mw4,durinq s nh- peeled , --A yw�nsha11 net affesl the &rpUatleA Date. ' 2 Delay 4420ssession,- Lesser Seale 6asses by the go maRssment- Bate.- llydespita- Said - Sitarist LOW; TSaPaala -ie 9 bjeat to any liability -- tkerelerrPeFSnaILSSSh -tagu arm- its -Gli aMARtThat -Lease 4w N6 4ate -ef-d ae-far a PeFied equal to what enjoyed - uadef4e ieR s hereeybut minus any dayse eel- BaterLessea- mayrat "Ad Of AUGh 60 day P909d, Gaiisal-INA Loans, in lr#aysAt - the va all obligations hamunder, If sush �-Allen nellse in no! Fesel�-ad by Lesser withIA seld 40 day PBF19d, 686698'9 Fight 10 GaADBI Sha 1-toMinate. -11 pass eaalaP -ef- the- Rreml6aa- is -Rai d is-Le AFappSemSnlsare Fae6had- behw9aA- 1 =a66 -F Q da.essea; iAwdtIng. PAGE 3 OF 23 INITIALS FAW,AAIF*wA 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN.10 -6107E 3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of Insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and attar 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. Rent. 4.1. Rent Defined. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ( "Rent"). _ 4.2 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. All monetary amounts shall be rounded to the nearest whote dollar. In the event that any 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 Lessor, at Its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent, Insurance and Real Properly Taxes, and any remaining amount to any other outstanding charges or costs. a"ay4e -Lenox Penh - mart la -an Mass ev4e09FassessedagaLaskthe -Rreml t-thesams I;m, andinth, ss e aaner-aa-the Base -Reab 3,— SesuF',/- DepeaN- t�. waaa�.°.` alldepaNt- wlM- Lesseu+pon- execuUaake Seewfity Deposit as 7thfulper{Ofmapse aLia ebligag 'A IA 6e,6956er-r113Y UG9, pply of retain all apany9 ef-�rity -B o- L%oor- {eFRants -whInh IN -bewi riche -In4 Ftum, sera Nasuskyteason thAmof If WssopusBs gragplies all oF any patty may gsloGG4 ta.thaAdl -a ' g-tke- term - f-this Lease. - Lessee - shaU;- uprm-wr+ttea- request -frenv LeasaS -dew mania alt- at--II times- bear -the- same- prsportlwa•teJke inereaeed-Base Raet.a t Shoi 44lie- Agree4- l36e -aoa en a eslHa -tke extent- aeaessaryran -Lasso !sae may swfloF as a Fee u44;srsef. -Ifa shasile IA soRlml of rs- during4Hls- Lease- and- €eNeMdng the is, In- Lessors -massa ble- )udgmeat, slgaNeaagy -redo 12866es sposit sush addillmAl weniea -with _ _, t- §e- mquked -to keep tpe-Se 50pWall) from 49 l6esBeF shall mtum t u reel e a - interest efts- baprepaymenLfier- anyareniesto he paid bykeeseaandaFt4lek AM= , G. 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 mannor 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 improvements on the Promises or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give writlen notification of same, which notice shall Include an explanation of Lassoes objections to the change in the Agreed Use. PAGE 4 OF 23 INITIALS M 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 6.2 Hazardous Substances. (a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shag 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, (U) regulated or monitored by any governmental authority, or oil) 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 0) 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, registmuon or business plan is required to be filed with, any governmental authority, and /or (111) the presents 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 exposa the Premises or neighboring property to any meaningful risk of contaminatlon or damage or expose Lessor to any liability therefor. In addition, Lessor may condition Its consent to any Reportable Use upon recelving 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 orabout 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, calm or other documentation which It has conceming the presence of such Hazardous Substance. (c) Lessee Remedlation. 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 take 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, ciaims, 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 adjacent properties not caused a 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)•- laesGaFlndemnlQ OFS- and -assi AG- 64W- IndgmRlPILLri6{Pi✓)W aAd- held60ssee, its iB66- iFerA- 2nd- aQalFha%- ally- aFld -a He iluknlsseRddsE e66esserr- tlsageAt employees isablle -F:s fulFements, shall iReluda. but- Ael- be4imitad-ter!he east#aRVesHgat , Ads 4W&4 -&i - l: HfafiePS lPd- R8A0d3ail6ne -I 4660ril2ll -iet21 l VBA 6essee 's- oscupaACy,- 4raless- sach -mrs 4iati !A Pam mph 7.2(8) IA "AlGh OWN I A ... A shall be - -- m Bases shall 609pamte fully in Any sw-h asovitles at the request 1381M) 94118 ,,- age Gf WS IRSled7Rg WiA96essar -aAd- kessets -a asaaabiatimeFiR- ardeata- saRyow- 6esseF's tRVes4a6 'a and - remedi2l+espeASi4lNfies, PAGE 5 OF 23 INITIALS .Whirl rrnm 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E (g) Lessor Termination Option, If 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 remediatlon 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 (11) If the estimated cost to remediate such condi lon 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 remediation 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 remediatlon 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. 6.3 Lossee's Compliance with Applicable Requirements. Except as othenwtse provided In this Lease, Lessee shall, at Lessee's sole expense, fully, dillgenfly 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 Lessors engineers andlor consultants which relate in any manner to the such Requirements, without regard to whether such 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 Inionnation evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with coplas 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; (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (il) any mustiness or other odors that might indicate the presence of mold in the Premises. 6.4 inspection; Compliance. Lessor and Lessors "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 ofherwise 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 91) 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 a written request therefor. 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 (Lessors Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (Intended for Lassoe's exclusive use, no matter where Iccated), 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, tire protection system, fixtures, walls linlerlor and exterior), foundations, ceilings, roofs, roof drainage systems, floors, windows, doors, plate glass, skylights, landscaping, driveways, parking lots, fences, retaining walls, signs, sidewalks and parkways located In, on, or adjacent to the Premises. 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 requlred 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 slate of repair. Lessee shall, during the term of this Lease, keep the exterior appearance of the Building in a first -class condition (including, e.g. graffiti removal) consistent with the exterior appearance of other similar faclllties of comparable age and size In the vicinity, including, when necessary, the exterior repainting of the Building. N, At 1 essees- -6e7e- expense; - pmowa -- and- maiRialn son 8 to WSW, iA 6Y6IBI SFP' ferM RRd 94&18A6e-- ferrand— Atb d-- experianced -4 the me plenanse, of the -- fel lowing — equipmeet —and PAGE 6 OF 23 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E +H-4e -eystemsr insWCing-G w y-acall et-such- sewice sentraslsr and — Lweaaee-sh0- open demandrfier- thasestaherest+ . (c) Failure to Perform. If Lessee falls 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, demalfisatie Lessen In ef- IygOlty- resulting -/cam- Lessee's -fa71 inesrIf an- Item- d--eFl ed- ta- Paragrph -7: i(i>3- sannat -bs cepaiced- ethecth a;lR9 Gush item. - +IBM Shan be mpl 1149190f Shall h- PRMW e1?arties- andlassee -shai in tlae datso - soskofeachiaplasementbyaJraeilonrtASaumemID9 of whiuh -Is atec ast -an- the -amine 'ti zed - balanse--but may prepay Its eb7i5abaw At- anY'tMne: 7.2 Lessor's Obligations. Subfeat- te- the- previsieas -of Par 9faphs 2.2 (Go rrestrastien} and (Gandemn deryr 44. Is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and maintain the Premises, or the equipment therein, all of which obligations are intended to be that of the Lessee. It is the intention of the Parties that the terms of this Lease govern the respective obligations of The Parties as to maintenance and repair of the Premises, and they expressly waive 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 floor and window coverings, alt 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" shag 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 Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as may are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, wlii 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 shag 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: 0) acquiring all applicable governmental permits, (4) 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 Udlity Installations shag be performed in a workmanlike manner with good and surficlent materials. Lessee shall promptly upon completion furnish Lessor with as -built plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition Its consent upon Lessee providing a Ilan and completion bond in an amount equal 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 famished 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 shag have the right to post notices of non - responsibility. If Lessee shall wntesl the validity of any such Ilan, 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 surely 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 costa. PAGE 7 OF 23 INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -WDTE 7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership. Subject to Lessor's right to require removal or elect ownership as heminafter 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 fear excepted. "Ordinary wear and leaf' 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 completely 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) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Losses 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, Insurance; Indemnity. 8.1 Payment For Insurance. Lessee shall pay for all insurance required under Paragraph 8 except to the extent of the cost attributable to liability Insurance carried by Lessor under Paragraph 8.2(b) in excess of $2,000,000 per occurrence. Premiums for policy period$ commencing prior to or extending beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee to Lessor within 10 days following receipt of an Invoice, 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such 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. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured - Managers or Lessors of Premises" Endorsement, The policy shall not contain any infra- Insured exclusions as between Insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "Insured contract" for the performance of Lessee's Indemnity obligations under this Lease, The limits of said Insurance shall not, however, limit the lability of Lessee nor relieve Lessee of any obligation hereunder. Lessee shall provide an endorsement on its liability policy(les) which provides that its insurance shall be primary to and not contributory with any similar Insurance carried by Lessor, whose insurance shall be considered excess Insurance only. (b) Carried by Lessor, Lessor shall maintain liability Insurance as described in Paragraph 8.2(a), In addition to, and not In lieu of, the Insurance required to be maintained by Lessee. Lessee shall not be named as an additional Insured therein, 8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements, The Insuring Party shall obtain and keep in tome a policy or policies 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 pedls of flood and /or earthquake unless required by a Lender), including PAGE 8 OF 23 INITIALS INITIALS G2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6/07E 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 provlslon in lieu of any coinsurance clause, welver of subrogation, 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 $1,000 per occurrence, and Lessee shall be liable for such deductible amount in the event of an Insured Loss. (b) ReAW VAIMS The AGw4n aFty shall Dbta!A aAd keep 111 10FDO a pal"F pBligleli the PRIMA Qf I-A-9-F A-41 'ARM pAymh !At �asurtng -tA tended - petted- ef-IBdemai,T;a: anAdd iNanal- 18Odays ("ReA a 1-1 e :^.. �aw�` ,ealdaasuFaBBe- shalFsenfata -aa- agreed- vatuagan- prBVisiBa -la- lieu -af any -sal ceverege -- I-be adjusted- ass Ually -to Fi Aest -ibe -pro erfeFiAa- ne1-32- maa4hpeded —I enRAQ c s aaiaaai-k+_tha Avg Ai such -leas. ding, 9; ere am adjasent le- the -Rrs mises. the 6essea shall pay far aPy4 Grea9e- 1 a4118 - prem Amid ins:ease -is ;aused by kessso's i6;antisGlonsr++6e eceseupansyef2he- PreaJses' 8.4 Lessee's Property; Business Interruption Insurance. (a) Property Damage. Lessee shall obtain and maintain Insurance coverage on all of Lessee's personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to exceed $1,000 per occurrence. The proceeds from any such Insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations, Lessee shall provide Lessor with written evidence that such insurance is in force. () andaaalAWA less -of inseme ^ " •^ ^ em;s as mountsas will �ieFdireGt- eNndir legs of marAings Is.leaN- peak. sea+ Alea4/ aasuredagainN- by-Pardea4JesseesaA�Ae -4 .- ^ ^ ^,.,•, ....° ! ae- PrGrgisesas- a- resWFefsusA- peAk.- (c) 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. 8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or admitted to transact business in the stale where the Premises are located, and maintaining during the policy term a "General Policyholders Rating" of at least A-, VI, as set forth in the most current Issue of "Best's Insurance Guide ', or such other rating as may be required by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such Insurance or certificates evidencing the existence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "Insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining Tenn of this Lease, whichever is less. If either Party shall fall to procure and maintain the insurance required to be carried by It, the other Party may, but shall not be required to, procure and maintain the same. 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 or or damage to its property arlang 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 carders 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 Lessors gross negligence or wiliful misconduct, Lessee shall Indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lassoes 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 connectlon with, the use and/or occupancy of the Premises by Lessee. If any actlon 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, Lessees 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, PAGE g OF 23 ,./,V� INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10 ,6107E 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 of which the Premises am a part, or from other sources or places, 01) any damages arising from any act or neglect of any other tenant of Lessor or from the fallure of Lessor or Its agents to enforce the provisions of any other lease In the Project, or (Iii) Injury to Lessee's business or for any loss of Income or profit therefrom. Instead, it is Intended that Lessee's sole recourse in the event of such damages or injury be to file a ctalm an the Insurance polley0es) that Lessee is required to maintain pursuant to the provisions of paragraph 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 muse 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 or 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 $1 DD, 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 shag In no event constitute a walver 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 maintain the Insurance speclfled In this Lease. 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 8 months or less from the dale of the damage or destruction. 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. Notwithstanding the foregoing, Premises Partial Damage shall not Include damage to windows, doors, and/or other similar items which Lessee has the responsibility to repair or replace pursuant to the provislons of Paragraph 7.1. (b) "Premises Total Destruction" shag mean damage or destruction to the Promises, other than Lessee Owned Alterations and Uglily Installations and Trade Fixtures, which cannot reasonably be repaired in 6 months or less from the date of the damage or destruction. Lessor shall notify Lessee In writing within 30 days from the data or the damage ordeslruction 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 Alteratlons 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 exlsfing 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 remediatlon. 9.2 Partial Damage - Insured Loss. 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 m 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 (except as to the deductible which is Lessee's responsibility) 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, cr adequate assurance thereof, within 10 days following recalpt 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: 0) 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 (it) 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 PAGE 10 OF 23 L& INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 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 On which event Lessee shall make the repairs at Lessee's expense), Lessor may either, (t) repair such damage as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue In full force and effect, or fill 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 affective 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 lamination 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 Lessors 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 dale 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 insuranoe 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 fit) 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 pmvide such funds or assurance during such period, men this Lease shall terminate on the dale specified In the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement. In the went 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 die repair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee's use of the Premises is Impaired, 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, repairor restoration except as provided herein. e_ R (b) �,.�..�die "' sates - obligated -is 7- ea9- meaniegtW aysa4er -such- s4ligalign shall Desna ar,404 ae- semraertaement -of a sh- repaioec te- 6ess-F arid as a wglsk- Lessee has- ectuat- aetaseref- LessaeaeleaGanJOtersnlnate4hi. I ase at, m aA 90 days fallewing the giving of suGh Retise if Lessee fvec�ash- aatH;e -sari- cusp- cepafi -ec- rest eratJer +- iaaetce+nmensed- vtitAln -30 -days ti18m8faF, this 1=086e Shall nateasof the date spimiged in f4h9 Pepal; 8F FaStgragOR le-eammeneed mthin sush 30 days, Ws Wase swl-a time I eon- eiWec- the- unsendiNeaa4aaNaeaaatiep -alt- the - preparation- aWhe- requied- plans, -oc1Ae lregianiag- efthea ' heveo-grct- ossvfs. 07 Terminstleni Advarms o_,,...ents ,.,... M._...,.,__ _`. �e�easepuFaaanFte- P2rdgra9la- 6�fg}eF_Rara9rapq- 4- ane9uftabla adjustment RSl all be m and any 4;6r va ayrn ditlenrseturp ur+ty 9epeGtashas at been, aF is As! then 10. Real Property Taxes. 10.1 Definition. 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 tax (other than inheritance, personal income or estate taxes); improvement bond; andror license fee Imposed Upon or lavled against any legal or equitable Interest of Lessor In the Premises or the Project. Lessors right to other income therefrom, and /or Lessors business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building 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 Premises are located. Real Property Taxes shall also include any tax, fee, levy, assessment or charge, or any Increase therein: (1) imposed by reason of events PAGE 11 OF 23 INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN-10-6107E occurring during the term of this Lease, Including but not limited to, a change in tie ownership of the Premises, and 0) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. In addition to Base Rent, Lessee shall pay to Lessor an amount equal to the Real Property Tax installment due at least 20 days prior to the applicable delinquency date. If any such installment shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such installment shall be prorated. In the event Lessee Incurs a late charge on any Rent payment, Lessor may estimate the current Real Property Taxes, and require that such taxes be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base Rent. Such monthly payments shall be an amount equal to the amount of the estimated Installment of taxes divided by the number of months remaining before the month in which said Installment becomes delinquent. When the actual amount of the applicable tax bill is known, the amount of such equal monthly advance payments shall be adjusted as required to provide the funds needed to pay the applicable taxes. If the amount collected by Lessor is insufficient to pay such Real Property Taxes when due, Lessee shall pay Lessor, upon demand, such additional sum as Is necessary. Advance payments may be intermingled with other moneys of Lessor and shall not bear Interest. In the eventof a Breach by Lessee In the performance of its obligations under this Lease, then any such advance payments may be treated by Lessaas an additional Security Deposit. 10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability 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 conclusively determined by Lessor from the respective valuations assigned In the assessors work sheets or such other information as may be reasonably available. 10.4 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee. 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 properly of Lessor. If any of Lessee's said properly 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, heal, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessor shall not be liable In any respect whatsoever for the inadequacy, stoppage, Interrup0on 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 Lessors Consent Required. (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment ") or sublet all a any part of Lessee's Interest in this Lease or in the Premises without Lassoes prior written consent. (✓ 3} klaless- Lesseedsasor___ v '",an•,�,.a,a_,eck�s-pu4liclY-1 on a nallnRal sleek eimhastia, a �aLeFlessee ShalWenslita1s SIR SSIO m MiegaiFing sans 111, haSIS. of 2li9i F Msirmekhe- vetieg- sental of Lessee- sh all - seastlarle -a ahaage-Ir+centr 4ekhis-purpese. 6aR- 8ny -IFaA y�way - Bf- reEN§Bfr -Sale, asgUI6alBnr fiaansing- traasier,- Jeveraged fieaaa 1 aGcjpnMRt slease -erg welsh- resalfsecivlgaer�e- Net- i4teµMeE{es�t�re fkne eFgs ae- mes6reaent- assignment -Is Whiehlesser-hae seas trancast Jea- eaNansastiaas- senstii Wingcu W+ adaUion,- whisheveF�s- censidared_ an- asslgnman4ef- lkk- laase�aa3rish- Lassos rxrayavUhhotd !in - consent, "Not ud' ragany- guarantora )-astablisA�y- assepled aseaungag- prlasiples. (d) An assignmentor subletting without consent shall, at Lassoes option, be a Default curable after notice per Paragrsph 13.11(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may a4he". terminate this Lease..oc{ii} upon- 30days- wWUenastiae ,- Jncreasa- tJ3a- msswlyRasa RGRI to- l- tq%.of-the 8 Rant T{n -tke- ev ant -of- such- Smash andrentaL adjsctmenE {i}lke�urspaso- pdse�pany- Id by�4e-sub)est i�r Slreent -to I104Ae the 9rioe- previaval ' slmeatsssheduled dudag -the remeladmeftAe- bease- shall- hela.�AaLM�ustedfenf: (a) 692sea t44e- ita>ited -to oatapensafa9'- daraagesandlor-In)aastWe+ANef* PAGE 12 OF 23 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM STN- 10 -6107E requested. (g) Notwithstanding the foregoing, allowing a tie minimis portion of the Premises, is. 20 square feet or less, to be used by a third parry vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 T-9;:ms and Conditions AjipliGabla to 9 g• (a }Raga gwsent 9; sualetiling ;he! hn offaGtive',viWeu assumption by 6 # the stAlijagens ef - 66689- LNideFgii6 -L !!}let 6assee sf any obligations iMaFY d efS2eP y 9lhs; abllgatlaaS :9- p8�9ri9rmOdbyk9699� (b) L806OF May SGGept Rent OF 04 - ef1essea's -a4l (n9FA any - g9rsea-6ther- than '.Laessea- pending - approve! Qc d193ppF9Mal- ef- an- assignment, pF9VRI Gf SUGh 866ii)AFAW 6F49- a669gta960-Af Rent 9Fp9ff6RAan69- Giell' tsmmedies- feFLassees 9etaalt- er- lireesh, ID) I 9969k -ePSendtoaayas67gnmen4en A116194 Ag shall Pali; onstitute a o9pseAt lanY- su4ae9denfa6G9nmea4er- su4leking• Ej) in the event Of any WSUR OF 8FAM11 by I=BGS99. LUSSOF May tract! anyoP9eke Tl ohs- undeFtkis- tease,- fnGudiagaPy- a9Ggnee- sc- 6ublegg-A. 11110"t 11MI GA-119flPg- 1..e669K9 - — ------ — ---- — 404a asi IbF oessew Is an assignment -r—.uWe&g shall be in remedies, agGnGaaY- ath9FP9rsan -eFentih- respoPSl§Ie�Jaere€eFge La66arr -er-aPy-666eriq�p9ld�Y-E9sse doter ; lityaad -ePprepdatepass- efik%Drepesed- assignee- eFCablec .IP61udi9g1w1- netairaited -te the Intended fire4- medlg6ai4 'smtses, if any. - teg9#reFwitA -a- See- ef- $50B- as- seru,.id prafiessing- said -req FaddNiaPaHnfersnagenandJeFde9umeratallo�nably wque41ed- (9e6a1se-Rdmgraph 36) (I) ARy06rA@Aae Lease Shall, by FUGGaefasseptiag sufil}assl I, emegRq into Bush subleasew enteriPg- into- p96sessiep- 9f3h9 -Rremi and Gamply wtA -each - and -every Pre .atAeNhaR cusp e6ilgatleP 9• - �gj- 6esserc -seP Is any BSSiORFROM 9F Subletting s alinat- irawstefto the - assignee - oFSUWe66e9- nay- 4ptiongraated- ce-the edginalL aseeby -th' ed- ta.by- LasGar In wFifing (SeR __ ragraph -392) 4212 Addition,- Terms and CGRditlens AP P1f ' kgg-by Wssee�fal49FaAy� art- efaha- Rrarnkeand -spa Weases+iad €. •�'.,�.,- �,a�,,.,^ "_theFer- P9FexpresGyvnsergeraW therein; (a) L e -. "^� A. byasfiigasaad- baafitew- tai- esseFall- of -kesse ' Masse, and -WZ695 -may Gallas! suGh Rent and apply same toward Lessee's Iige#G 9u9 G18F this WaNj PRDVIC19d, h0WWiefrthAk until A- Breasp ef.Leseeec- eWigatiens rkesseeanayselle6iso:e -..oAt .0 line pw.nt t At the -nm=nt „9Ged -0y- Ees6eF9xseed9l Iigag9as , by P-of- the- f9rag91ng- ecawy- afisignmenisisv9h- sublease,- P�-fhs GoN 9y -f9i7 mpty -;OA4 Py-a subtassee. Lessee ' Doelpt - 9fa- wdtten anti erAsts- in -Nae- perl erman6ai +ila66ee's - obligations -under nFdueand -te- became - doe- undeFthe - auhlease.-- SuWesee9 spell- relytpoPawysuGif+etise -fw IsessaF and Ghall pay all plants to 69assFvAlhaul any abligaVe n OFFIght is ISEWIFe AS t9 WhBtha�exiGS, nehvitpslaadlP (b) in the event Qla @RaGh by Leo May, at its GlitiOn, F09WIM 669e- t9aiteiRt6L- 9666FriPi4dSlfip- aV9Af�.eb69f -shelf undellake line Obligations fram the #MR Millie previdedr peweveF- 1. e6seFSpaNaetke - liable- feFany- PrIS OF GSGUFity delpG&4- paid- h+feusp -sa eFan"def- DeraWis -er j Any 6-sob 1 1 theE9P6eni Of Le SSBA (d) We -weleasee- she lHwdliecasGgnar 6ublst all aF any part ofthe ri- priBRMYiliea seaseP6 • shall aetiver 96see- wpa shatipavatAa {iglid- t9 {liradp9 mnfawll of Lame- within the 9Fa;e p91409 of any, upaGilied in 0 s4-ae and offset fFem a d sublease a. 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, condltionS or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaulis and he PAGE 13 OF 23 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10 -6107E failure of Lessen 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, orwllhout 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 a threatens life or property, whore such failure continues for a pedod 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 a the commission of waste, act or acts constituting public a 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, (11) the service contracts, (iii) 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, (A) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or IN) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where anysuch failure continues for a period of 10 days following written notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 40 hereof, other than those described In subparagraphs 13.Ila), (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, than 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; (if) 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: (1) the death of a Guarantor, (11) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (ill) a Guarantor's becoming Insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's 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, 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 tolls% 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; (it) 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 tern 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 unexpiredttu� PAGE 14 OF 23 INITIALS INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E this Lease. The worth at the time of award of the amount referred to In provision (ili) of the immediately precedng sentence shall be computed by discounting such amount at the discount tale 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 damages under Paragraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detalner, 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 detainer 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 andforby 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 recelver to protect Una Lessor's interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remady now or hereafter available under the laws orjudicial 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 Indemnlly provisions of this Lease as to matters occurring or accruing during the term hereof or by mason 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 conslderallon 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 forts 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 rnt limited lo, 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 lair and reasonable estimate of the costs 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 Lassoes 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 as to scheduled payments (such as Base Rent) or within 30 days following the date on which it was due for non - scheduled payment, shall bear Interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non - scheduled payments. The Interest ( "Interest ") charged shall be computed at the rate of 10% per annum but Shan 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 Broach 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 Lander whose name and address shall have been furnished 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 Lessor's 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 thereafter 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 seek reimbursement from Lessor for any PAGE 15 OF 23 Ju INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10-5ID7E such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentatlon 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 " Gondemnation"), 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 Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within f0 days after Lessor shall have given Losses written notice of such taking (orin the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the data 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 entitled to any compensation paid by the condemnor for Lessee's relocarion 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 consldersd 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. 454 Additional C-mmlsslen In en -to 4.9abevsrand- 4nless-4r�e @rakers if 6asses the PFuFISu OF Other premises ;wA9GI by 6esSOF vp ��.. ,ya easr�resanY-dgAk -ts Pre jest, If any. Y,itAh- Whisk- the - Rretntses- is- lesatedr(s)tit- 69ssee m;Aa7ns4n- passer9 !&+efJha- F*r9mJSeerwigaahe Vvhsthacky agreea+snt- eceperatie -with the - ssheda le- efihe- Brekewip- eFfestat s� r- er- Nansferae Of 1- 6ec F!s- iatersstJnlAts- 6eare- rdall -4e- deemed- te- Aaveassasted{escerk ebggeNen- hereunder--® rokewshall- ba- ihrrd- PartY-§eneficia rag r- faAste- pay- taRrekerseny antsuntu9aeasand- feF4rakerage- tees- periakriaglo iskeasewlaaA•du9, Ilion Gurp- asaean d ":•: ^_�.�„ -.f lzuse ",o„.. ^•^ _.may aayameuMr4a kesre ' d- waUA RAtIAQ be Ad I-Sung at Ailgh falls- ts-pay nIS WAWA 40 dft�S after Said n(3485, Lessee ROM, !A addi9GA, Lessee's 8rekeraha siaq efanycemmWSi agreement nd/ er-§ et weealesserand- Lesreys✓3rekeHeHha •fee -awed. --4454 RAp,e-mi-t1iins and - Lessaneash- representandwanantte- Nre- ethenthataf has hadtred deF(oth e,it en ' , 6tIBRkaFalMih-- lzassu 2nd- WSW- i10 a oh4harabyaq%a- I94r4arF4$f,- protest; ram and against aiabNilyfiossereq , fiAde AaF any - dealia gG OF SGUORS Of the iRdGMRi uig- Ra#y`'in aS' ly insuoad whhreaI39(Ft rate, 16. Estoppel Certificates. (a) Each Party (as "Responding Party") shalt 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 Reel Estate Association, plus such additional Information, confirmation and/or statements as may be reasonably requested by the Requesting Parry. (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 Certificate stating that (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (it) 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 Win of the facts contained in said Certificate. PAGE 16 OF 23 INITIALS a INITIALS ®2001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6 /OTE (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 ten "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 Wriding only upon the Lessor as hereinabove defined. 18. Saverability. 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 Lassoes 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. 20 No 1211 -F _" nr1... n.............. �k@F- DSSGia!#nEF.— This - Lease- 6BRtaina- a0.a§t9eaieak.j+atwaea- the- Rartf3A will; respect 19 any m Us r raeegoaed- hereinrand- ne- otkcFpdeFec -ceA 00 UAde�Iandiflq Mhall Le- etfeatfva,— Eassorand�essee- eaah- repraserts -anA ,AQFA.Ato to the lamkism Its own Investigation 44aaasiakespensi4glly of the ama riatara, quality a.:d- sharaate at *@ PFamlses. ItFakar get t ereWa WWI- respesFtearry -defa 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be in wilting and may be delivered in person (by hand or by courier) or may be sent by regular, cenined or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, 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 faking possession of the Premises, the Premises shall constitute Lessee's address for notice. A copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. 23.2 Data of Notice. Any notice sent by registered or certified mail, 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 mail 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 Mail or Overnight courier that guarantee 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 similar means shall be deemed delivered upon telephone confirmation of receipt (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. PAGE 17 OF 23 INITIALS 1 INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN•1041OTE 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 lo, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lessor's consent to, or approval of, any subsequent of 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 moneys 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 Lessorat 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. ga��^.''Slesute^�.°.ea^ard :y :.So:.aYUreefz Neal 9state Aaensy RalatlDirigh 'ts. (a) WheR ^^'^- ^g We 3 6' 6suss ierswitM- aiealesfate- agsat- regar9ing- areal - estate- kaasasfierarakessgir or Lessee should from 11he Outset undo irstan #lone. "; - "_= sR it has wih the agent r- ageatsin- the- Kansastion-- Lesseo-and- Lessee aaknovAedgebeing- advised4y4ke- Brekers-7n-t k -tmfls Ggenras- fellow (I) 6s A hessaF's aaeai- wadeca- ll�at- witl athe -Less s ageat -.'Gr- Ike- 6esser only. 5. Lessegs agent 666Or y- dUty-0f- HIMQGt sale. !AiSffity, ene6ty, fd kgalty -in deaNags with the the - agent's oed- fa> fp.- s- Aduty- ta- dfsslese- e!!- faskskaawAla -- genFraaterJaW {�. xaWsar -0eska§iti4y ea- ef- 2he- Rartlss:- AaagenFi not 9bligated Is mysal to akfier-Pariy� enyraaAdeniial -ia es- aet- invelveipe -att' NR agent ear ngrae is set as ngerrt fsrtMe- Lessee- an4y,- la- ihese64IJ849asr the -age nt 19 RGt ^i aagng- anlyfoF a 6essee -Mas - the atleno. . — , - a+es , deagpgswbt9r -th duly Of hORPSt and feF daBlIA5 end gGGE1 fa th R A duly to d Woes all fast knawn to !he 4ent-rr+ateF♦aUyaHesfw+g -theme igated to Fe"eaNe e✓ ker RGAy ant senridenttal- fsfoaaatian- obtak aad- from- theetheFRarty- wplNt49AA Ant the abov, . et cestlyor- Njreugh- eaG-er maFs essesiata tisensasrsaa- IegaNyka�haagent-0Eb4*41A ' nI — I_ Media - aid- uansent-at.4oth ;ha LessGp. n t4;as;4e fs1lawing affirrnative abligauninn In sill t1i 6esses-and4e Lessen: 9. A fiduciary dUtygf -et bfaiel!- A4 DVa-inrsNUParagrapp�."�-�r{JIf,�. 1A Papiesengnif both Gatirlg6�Y 6aaFaad- tka- Laesesa6 pF+iGy- nokwtpaW��iMG GuntJess- tAan that andicated -I n-tksJisgng-eFgxa ;e1=4ss� hl eM-the- F86p0H6IbWFy -49 $FStGStt ss9e- should -sera ralhat- tAey- adequat9ly- e�sfanding- ef-tha s- a- perean4FGa1MAd to a 4w Feel egaFec2axadwse is des! d, GaAsWiars upe eitp Gtess ena (h) --BakeF&44a*"9-res;peFe1bIIIty with FaGpeet to aRy sp- pereaWY -slfkeF- Pady,- The -PsAies-agRe that Re akysuit OF othof legal pnanseding any breach F Or GMiGAIGA Misting is this se- may- pe- hseughtagainst aker- mare - an9ne y9BF 8149F ins Start DWS and tha ng'GGUa ,FandleNegat le�()Gljrif She" net SKGO(id the fee4OGeik�*WF pumuanf t9 this 6eagai pfovsled4swevepthat4e ' faFe Ding i1mits!sn-e*-saF eFa IfUI- mM6GGndY6LBf-GUGN lamkeF (m) LOSSOF and Losses rse4G4den9"Sra QA9Fi8ARI'o anyGGMMWniO3tt 9nGFJ nfeunatien- glven�rekers- that.is PAGE 16 OF 23 INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10.6/07E 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. Nothing ontalned 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 Par[Ies, 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 Initialed in the county In which the Premises are located. 3D. Subordination; Adornment; 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, modifcalions, 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 Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whoreupon 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 Devise 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 [arms 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 (I) 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 Nan - 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 Lenderwhlch 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 attoms 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 Nan - 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, attornmenl 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 atiorneye 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. PAGE 19 OF 23 i INITIALS INITIALS ®2001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN - 10.6107E 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 expanses 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 , _ .... Showing P.._,..__ RAP. IF. AGF _ "Rts - she Il kava- the - Aggt4o- enteNhe- Rreaatseea' any - time, iaghe sass- s€ aR- eRrerSaRe /and- elher+Mseai- reaseRaW tJcefiaNA8 PUFP DO 8 94149; ag tl;e - GAM e - sess.W-ar-0esirable -And tine- ereetine ;uaiRg- eRdiRakstalRkag -at util isr, servisesrpip here - 'SAG Rrafedaf adverse etfest- te- 6assee's -use of I a 14eRiisas.- Id4aush Art! N1AIII 4s Lessee+ 22, Al I -ssee shall mat ;eRdusl. Rai; pa�ll to be , any eR- upaR- ihe- RrerRises- vAfheuf- l- essor's- prior- waitteR- serweat— LasseFA altaet -4et34 freasaaa§IenA99 0 detemriaiRg- wgether- le- peuR7taRaustieR. Promises e4 "ter L ease" signs d„4Rg4e4ast -S riths -et tile- terA7�1er6ef T' �aK6ptxBF9fdWlaFy— i9FEk1�IBabB= '61gRar La6liBa- shalkRW-pla6 elii L91369eVSfki0rW4#8P GORSeRt 611 at 35. Termination; Merger. Unless specifically stated 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. 3& 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 Qncluding 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 shalt 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 than 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 determtning party shall furnish its reasons In writing and in reasonable detail within 10 business days following such request. 38, 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. PAGE 20 OF 23 INITIALS L& INITIALS 02001 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN -10.6 107E 29. Oirteftg- If l=96G08 is @FaAted 3A 7enr06 -de9e 9.1 I A!ew- theathelellewinii previsia 5 1 Nappy- 394 ®eAnt ienr'^ptJen"-shall ear; (a) the rilit; teaat efe - property of Lesser;- (4}thea7gpt-af f1mi MA FRAI Ar fimt effal, he i4emisea er- eSpec�repeAy tke- dgpt- a%Wrsi+ deal FOP erEyef Lessee 29.2 nettm. y9pfieR limplad to I Ass., R t4is 68ase Pe rceaalte- tAaedgk+al Lasses, and Gannet b assigned as exarGised by Pps a+lses -endtif �iLAGG98 G941�4RIII that 60ssae- hie- RBiale RtlBn 9 thereafteF assigning OF suirlett4nip- $913 Ada -eve sense - Aas- aaymWliple C3pptisasts- e;,tend exexle ad uBlssi; thopder Options have Wen,tallgly qxemlged- 3914 —Effect of Default an- Options, /_+ Wages nA_ / have n riliht to exasaise rig ,an ,°Pknn ^ /11 °yq the paged nQmmenG. �,,e.^,•,e .. -„ °{„° „., g of Vn_ta A n4 sontkw , 41}"taged of time any Plant Js- unpaid waeNcetA 19 given Lessee), (ili) s- In-BFOaCh of this Lease, or (IV) In IAnT„w"Ant /Ant nssea- pas - bean - given- 3araaoM notiseaefseparnte- Belaultrwhafherer-aet the4gefaaltsara suredduong the 12 Moatla per7adam�mediatey/- preseding F 9 exerelGe Gfthe Option• (4}T+ie -p eexerotaed- shoo- nef- be- extendeder am! afital L* reams exam ism an GOMA bacause of the provisigns of l2amqsaph 294,�a), e- fuKhenierseereAlae,' 44nj-Le&s9e4-&e and timely exersiss of the Opgagif, aheaeusp- exersi and PFIGF is the Of the Jed -at-30 days after susl' Rant becomes al se 6N theut -any Aesessity.ef- 6esaeH ssee- semmiwat3reash -et tAia- 6eaae” 48- -Mu#<pte ,rclk+gs, -I (dings- sentrelled4;Y4,s sarTLesseeag mom that It w it abide by and aGrlfamt4s, all reasenai his Miss maaagamant calety, and GarD of said ..propartien, insWdiagthe Dam -a nd alsonlirress at the fireunsig nne-Irroluding the - Park! agr- loadipg- and - unloading -- vehkAaa, Aew- shippers, suotemers- sonirastoreandlna4tees- te- seahide and eenferar— Lesseealssag GA expanses insarred.inaam+osg RAWih Gush HAIMS -Rd Mird'280AG, 41. 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 invitees and their property from the acts of third parties. 42. Reservations, Lessor reserves to itself the right, from time to time, to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easements, rights, dedications, maps and restrictions do not unreasonably Interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate any such easement rights, dedication, map or restrictions. 43. 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 protesr with 6 months shall be deemed to have waived Its right to protest such payment. 44. 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 PAGE 21 OF 23 INITIALS INITIALS 02001 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN•10 -15WE document. (c) This Lease may be executed by the Parries In counterparts, each of which shall be deemed an original and alt of which together shall constitute one and the same instrument 45. Conflict Any conflict between the printed provisions of this Lease and typewritten or handwritten provisions shall be controlled by the typewritten or handwritten provisions. 46. 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. 47. Amendments. This Lease may be modified only In writing, signed by the Parties In Interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non - monetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 48. 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. 49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and /or the Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease ❑ Is 0 is not attached to this Lease. 50. Americans with Disabilities Act. 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.additlons 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, AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING' IF THE PREMISES IS 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 IS LOCATED. PAGE 22 OF 21 INITIALS INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10.81D7E The parties hereto have executed this Lease at the place and on the dates specifled above their respective signatures. Executed at Executed at 7'� (4 /V1 1 a r t' n o. CA On: On: 4 ,�,ty��.y' }W r By LESSOR: By LESSEE: Redevelopment Agency of the City of Arcadia, The Church in Arcadia, a public body, corporate and politic a non-profit reli ious cor oration Name Printed: Name Printed: L/ D Title: Title! -g mod_ A_J p�� By: By: Name Printed: Name Printed: Title: Title: Address: Address: _'2 I �'�(,f r le' %A a CD 'kirc A of a . C A Telephone:) Telephone!( k-4 2-9a - 1012- Facsimile:(_) ' Facsimile:(1 5)70 -- 172- Federal ID No. Federal ID No, q5--+-z'4 S� 2 BROKER: BROKER: Attn: Attn: Title: Title: Address: Address: Telephone:(_) Telephone: (—_) Facsimile:(_) Facsimile:(_) Federal to No. Federal ID No. NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilising the most current form: AIR Commercial Real Estate Association, 80D W 6th Street, Suite BOD, Los Angeles, CA 90017. Telephone No. (213) 687.8777. Fax No,: (213) 687.8616. Q Copyright 2001 - By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced in any form without permission in writing. PAGE 23 OF 23 INITIALS L INITIALS 02001 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM STN- 10.6/07E ADDENDUM THIS ADDENDUM supplements the terms and provisions of that certain "Standard Industrial/Commercial Single Tenant Lease — Net" between the undersigned Lessor and Lessee dated as of August _ 2008. 51. Statement of Backezound and Intention. This Lease is executed in order to effectuate leaseback provisions contained in that certain "Purchase and Sale Agreement and Joint Escrow Instructions" dated January 23, 2007 (the "Agreement') between Lessor as Buyer and Lessee as Seller. Section 14.1 of the Agreement provides as follows: 14.1 TemporaryLeaseback of the Property. Commencing at Close of Escrow, Buyer will lease the Property back to Seller upon the following terms and conditions: (a) Base Monthly Rent will not be charged; provided, however that Seller will be liable for all "Triple Net" expenses as additional rent, including (without limitation) the cost of utilities, maintenance, repair, real property taxes and any and all other similar costs and expenses relating to the use, operation and maintenance of the Property and Improvements thereon; (b) The term of the Lease will expire and Seller will fully vacate the Property not later than thirty (30) days following issuance by the City to Seller of a grading permit for construction by Seller of a new church on the Live Oak Property; and (c) Unless Buyer and Seller agree on a different lease form, the Lease will be memorialized using the latest available version of the AIR Commercial Real Estate Association Standard Industrial/Commercial Single Tenant Lease — Net form. Because Section 14.1(b) of the Agreement defines the term of the Lease in terms of the issuance of a grading permit to Lessee for the Live Oak Property, Section 14.4 of the Agreement, quoted below, refers to the approval process with respect to the Live Oak Property. 14.4 City Development Approval Process. Buyer will exercise commercially reasonable efforts to cause the City to expedite its process for reviewing and approving complete applications of the Seller regarding its use and development of the Live Oak Property, to the extent legally and practically feasible and reasonable, including any required parcel map, zone change, CUP, architectural design review or California Environmental Quality Act review. Seller will be responsible to prepare and submit all necessary applications, drawings, maps, specifications, plans, bonds or other security as required by the City relating to Seller's proposed use and development of the Live Oak Property, all at Seller's sole cost and expense. Seller's development and operation of the Live Oak Property as a church shall be at Seller's sole cost and expense. Seller agrees to use commercially reasonable efforts to prepare and submit all RV37JS\MGRAN71725888.1 1 application materials to the City on a timely basis, in compliance with the City's application requirements, including CUP and design review applications and building plan check. Prior to the expiration of the Due Diligence Period, Seller will present to Buyer its proposed schedule for its development of the Live Oak Property, which schedule will provide for submission to the City of completed CUP and zone change applications not later than one hundred twenty (120) days following Opening of Escrow. 52. Term. The term of this Lease shall be as described in Section 14.1(b) of the Agreement, as set forth above. As further described in Section 14.4 of the Agreement, Lessee agrees to use commercially reasonable efforts to obtain a grading permit for the Live Oak Property. 53. Rent. As set forth in Section 14.1(a) of the Agreement, as set forth above, Lessee will not be liable for payment of Base Rent under this Lease. However, Lessee will be responsible for all costs associated with its use and occupancy of the Premises, including (without limitation) all utility costs, all real property taxes and assessments, all costs of maintenance, repair and reconstruction and all insurance costs (other than the cost of any insurance coverage that Lessor may choose to maintain with respect to the Premises). 54. Ownership. Surrender; and Restoration. Notwithstanding the provisions of Section 7.4 of the Lease, upon the expiration of the term of this Lease, Lessee may remove its furniture, fixtures and equipment from the Premises; provided, however, that Lessee will repair any damage resulting from such removal and will not remove power panels, HVAC systems or equipment or other systems integral to the structure and function of the building located upon the Premises. 55. Damage or Destruction. Notwithstanding any other provision of Section 9 to the contrary, Lessor and Lessee agree that in the event of any Partial Damage, whether insured or uninsured, if Lessee elects to repair and reconstruct, Lessee will be solely responsible for all costs associated therewith. 56. Assignment and Subletting. Notwithstanding any other provision of Section 12, Lessee shall have no right to assign or sublet its interest under this Lease, it being understood that this Lease and the rights of Lessee hereunder are personal to Lessee and not transferable. III MUSWGRAN71725888.1 2 57. Interpretation. This Lease and the rights and obligations of Lessor and Lessee hereunder are to be interpreted in a manner consistent with the Agreement. In the event of any inconsistency, the Agreement will govern. LESSOR: REDEVELOPMENT AGENCY OF THE CITY OF ARCADIA, a public body, corporate and politic In Its: RV13MMORANN25888.1 3 LESSEE: THE CHURCH IN ARCADIA, a non -profit religious corporation By: