Arizona Commercial Lease Agreement Form
Arizona-based proprietors can use this form if they wish to lease their property to commercial tenants for a certain amount of monthly rent.
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(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS)
1. Basic Provisions ("Basic Provisions"). 1.1
Parties: This Lease ( "Lease"), dated for reference purposes only, __________________________________________________, is made By and between ________________________________________________________________________________________________________ . ("Lessor") and __________________________________________________________________________________________________________________("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 _____________________________________________________________________________________________________________ ___, located in the County of ___________________________, State of _____________________________________________________, and generally described as (describe briefly the nature of the property and, if applicable, the "Project", if the property is located within a Project) __________________________________________________________________________________________________________________________________ ___________________________________________________________________________________________________( "Premises"). (See also Paragraph 2) 1.3 Term: ______________years and _____________ months ( "Original Term") commencing _____________________________________ ("Commencement Date") and ending ___________________________________________________________ ( "Expiration Date"). (See also Paragraph 3) 1.4 Early Possession: _______________________________________________________________________________ ( "Early Possession Date") (See also Paragraphs 3.2 and 3.3). 1.5 Base Rent: $ _____________ per month ( "Base Rent"), payable on the _____________________________________________________ day of each month commencing ___________________________________________________________________________________________(See also Para graph 4) [ ] If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. 1.6 Base Rent and Other Monies Paid Upon Execution: (check applicable boxes) [ ] Base Rent: $ _________________________________ for the period ______________________________________________ [ ] Security Deposit: $___________________________ ( "Security Deposit"). (See also Paragraph 5) [ ] Association Fees: $ ___________________________ for the period ______________________________________________ [ ] Other: $_____________________________________ for _______________________________________________________ [ ] Total Due Upon Execution of this Lease: $ ____________________________________________________. 1.7 Agreed Use: ___________________________________________________________________________________________________________ ________________________________________________________________________________________________________________(See also Parag raph 6) 1.8 Insuring Party: Lessor is the "Insuring Party" unless otherwise stated herein. (See also Paragraph 8) 1.9 Real Estate Brokers : (See also Paragraph 15) (a) Representation: The following real estate brokers (the "Brokers") an d brokerage relationships exist in this transaction: (check applicable boxes) [ ] _________________________________________________________________represents Lessor exclusively ( "Lessor's Broker(s)"); [ ]______________________________________________________________represents Lessee exclusively ( "Lessee's Broker(s)"); or [ ]_________________________________________________________________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 in their separate written agreement (or if there is no such agreement, the sum of _______________ or ____________% of the total Base Ren t) for the brokerage services
rendered by the Brokers.
1.10 Guarantor . The obligations of the Lessee under this Lease are to be guaranteed by__________________________________________________ ______________________________________________________________________________________________( "Guarantor(s)"). (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 _____________ through ______________; [ ] a plot plan depicting the Premises; [ ] a current set of the Rules and Regulations; [ ] a Work Letter; [ ] other (specify): ___________________________________________________________________________________________________
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2. Premises. 2.1 Letting . Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms,
covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lea se, 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 r evision whether or not the actual
size is more or less. Note: Lessee is advised to verify the actual size prior to executing this Lease.
2.2 Condition . Lessor shall deliver the Premises to Lessee broom clean and free of debris on the Commencement Date or the Early Possession D ate,
whichever first occurs ( "Start Date"), and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect
within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating , ventilating and air conditioning systems
("HVAC" ), loading doors, sump pumps, if any, and all other such elemen ts in the Premises, other than those constructed by Lessee, shall be in good operating
condition on said date and that the structural elements of the roof, bearing walls and foundation of any buildings on the Premi ses (the "Building") shall be free of
material defects. If a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the
appropriate warranty period, Lessor shall, as Lessor's sole obligation with respect to such matter, except as otherwise provide d in this Lease, promptly after receipt
of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failu re, rectify same at Lessors expense.
The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Building. If
Lessee does not give Lessor the required notice within the a ppropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the
obligation of Lessee at Lessee's sole cost and expense.
2.3 Compliance . Lessor warrants that the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of
record, regulations, and ordinances ("Applicable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said
warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar
laws as a result of Lessee's use (see Paragraph 50), or to an y Alterations or Utility Installations (as defined in Paragraph 7. 3(a)) made or to be made by Lessee.
NOTE: Lessee is responsible for determining whether or not the Applicable Requirements, and especially the zoning, are appropri ate for Lessee's intended use, and
acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shall, except as otherwise
provided, promptly after receipt of written notice from Lessee se tting forth with specificity the nature and extent of such non-compliance, rectify the same at
Lessor's expense. If Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months followin g the Start Date, correction of that
non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during
the term of this Lease the construction of an addition to or an alteration of the Premises and/or Building, the remediation of any Hazardous Substance, or the
reinforcement or other physical modification of the Unit, Premis es and/or Building ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as
follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditur es are required as a result of the specific and unique use of the Premises by Lessee as
compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if suc h Capital Expenditure is required
during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in
writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount
equal to 6 months' Base Rent. If Lessee elects termination, Lessee shall immediately cease the use of the Premises which requir es such Capital Expenditure and
deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, howeve r, in no event be earlier than the last
day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, government ally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligatio n to pay for such costs pursuant to the provisions of Paragraph 7.1(d); provided, however, that if
such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not ec
onomically feasible to pay its share
thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifie s Lessor, in writing, within 10 days
after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of
any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor's share of s uch costs have been fully paid. If
Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is no t sufficient to fully reimburse Lessee
on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unex pected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed chang e in use, change in intensity of use,
or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensi ty of use and/or take such other
steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall
not, however, have any right to terminate this Lease.
2.4 Acknowledgements. Lessee acknowledges that: (a) it has been advised by Lessor and/or 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, an d compliance with Applicable
Requirements and the Americans with Disabilities Act), and their suitability for Lessee's intended use, (b) Lessee has made suc h investigation as it deems necessary
with reference to such matters and assumes all responsibility ther efor as the same 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, pr omises 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 invest igate the financial capability and/or suitability of all propose d tenants.
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start
Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.
3. Term. 3.1 Term . The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3. 3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be
abated for the period of such early possession. All other terms of this Lease (including but not limited to the obligations to pay Real Property Taxes and insurance
premiums and to maintain the Premises) shall, however, be in effect during such period. Any such early possession shall not aff ect the Expiration Date.
3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the
Commencement Date. If, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject t o any liability therefor, nor shall such
failure affect the validity of this Lease. Lessee shall not, ho wever, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the
Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of posse ssion and continue for a period
equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omi ssions of Lessee. If possession
is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days aft er the end of such 60 day period,
cancel this Lease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day
period, Lessee's right to cancel shall terminate. If possession of the Premises is not delivered within 120 days after the Comm encement Date, this Lease shall
terminate unless other agreements are reached between Lessor and Lessee, in writing.
3.4 Lessee Compliance . Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with its obligation to pro vide
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 after
the Start Date, including the payment of Rent, notwithstanding Le ssor'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 L essor may elect to withhold possession
until such conditions are satisfied.
4. Rent. 4.1
Rent Defined . Al 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 on or before the day on which it is due,
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without offset or deduction (except as specifically permitted 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 st ated herein or to such other
persons or place as Lessor may from time to time designate in wr iting. 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 an y Late Charge and Lessor, at its
option, may require all future payments to be made by Lessee to be by cashier's check. Payments will be applied first to accrue d late charges and attorneys fees,
second to accrued interest, then to Base Rent and Operating Expense Increase, and any remaining amount to any other outstanding charges or costs.
4.3 Association Fees . In addition to the Base Rent, Lessee shall pay to Lessor each month an amount equal to any owner's association or condominium
fees levied or assessed against the Premises. Said monies shall be paid at the same time and in the same manner as the Base Ren t.
5. Security Deposit . Lessee shall deposit with Lessor upon execution hereof the Se curity Deposit as security for Lessee's faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or ret ain all or any portion of said Security
Deposit for the payment of any amount due Lessor or to reimburs e or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or
incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days afte r written request therefor deposit monies
with Lessor sufficient to restore said Security Deposit to the fu ll amount required by this Lease. If the Base Rent increases during the term of this Lease, Lessee
shall, upon written request from Lessor, deposit additional moneys with Lessor so that the total amount of the Security Deposit shall at all times bear the same
proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be a mended to accommodate a material
change in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Securit y Deposit to the extent necessary,
in Lessor's reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee
occurs during this Lease and following such change the financial condition of Lessee is, in Lessor's reasonable judgment, signi ficantly reduced, Lessee shall deposit
such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable leve l based on such change in financial
condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14 days after t he expiration or termination of this
Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph
7.4(c) below, Lessor shall return that portion of the Security De posit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in
trust, to bear interest or to be prepayment for an y monies to be paid by Lessee under this Lease.
6. Use. 6.1 Use . Lessee shall use and occupy the Premises only for the Agreed Us e, 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. Lesso r 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 structur al integrity of the improvements on the Premises or the mechani cal 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 a fter such request give written
notification of same, which notice shall include an explanation of Lessor's objections to the change in the Agreed Use.
6.2 Hazardous Substances . (a) Reportable Uses Require Consent . The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose
presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expec ted to be on the Premises, is either: (i)
potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a
basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law th eory. Hazardous Substances shall
include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions t hereof. 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 con sent of Lessor and timely
compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage
tank, (ii) the generation, possession, storag e, use, transportation, or disposal of a Hazardous Substance that requires a permi t from, or with respect to which a
report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presen ce 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 th e Premises or neighboring
properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used i n the normal course of the
Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all
Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful ri sk of contamination or damage or
expose Lessor to any liability therefor. In addition, Lessor may co ndition 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, in jury and/or liability, including, but
not limited to, the installation (and removal on or before Lease expiration or termin ation) of protective modifications (such as concrete encasements) and/or
increasing the Security Deposit.
(b) Duty to Inform Lessor . If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in, on, under or
about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a
copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation . Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises
(including through the plumbing or sanitary sewer system) and sha ll promptly, at Lessee's expense, comply with all Applicable Requirements and take all
investigatory and/or remedi al action reasonably recommended, whether or not formally ordered or required, for the cleanup of an y contamination of, and for the
maintenance, security and/or monitoring of the Premises or neig hboring properties, that was caused or materially contributed to by Lessee, or pertaining to or
involving any Hazardous Substance brought onto the Premises during the term of this Lease, by or for Lessee, or any third party.
(d) Lessee Indemnification . Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from
and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and attorneys' and c onsultants' fees arising out of or
involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lesse e shall have no liability under this
Lease with respect to underground migration of any Hazardous Subs tance under the Premises from adjacent properties not caused or contributed to by Lessee).
Lessee's obligations shall include, but not be limited to, the e ffects of any contamination or injury to person, property or th e environment created or suffered by
Lessee, and the cost of investigation, removal, remediation, re storation 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 unde r this Lease with respect to
Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement.
(e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders,
harmless from and against any and all environmental damages, incl uding the cost of remediation, which result from Hazardous Substances which existed on the
Premises prior to Lessee's occupancy or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor's obligations, as
and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, rem ediation, restoration and/or
abatement, and shall survive the expiration or termination of this Lease.
(f) Investigations and Remediations. Lessor shall retain the responsibility and pay for any in vestigations or remediation measures required by
governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to Lessee 's occupancy, unless such
remediation measure is required as a result of Lessee's use (including 'Alterations', as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee
shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request of Lessor, including allowing Lessor and Lessor's agents to
have reasonable access to the Premises at reasonable times in order to carry out Lessor's investigative and remedial responsibi lities.
(g)
Lessor Termination Option . If a Hazardous Substance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is
legally responsible therefor (in which case Lessee shall make th e investigation and remediation 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
remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event t his Lease shall continue in full
force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100 ,000, whichever is greater, give
written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Con dition, 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 w ith said funds or satisfactory
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assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make
such remediation as soon as reasonably possi ble 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 term inate as of the date specified in Lessor's notice of termination.
6.3 Lessee'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 A pplicable Requirements, the requirements of any applicable fire insurance underwriter or rating
bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner to the such Requirements, w ithout regard to whether such
Requirements are now in effect or become effective after the St art 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 informatio n evidencing Lessee's compliance with any Applicable Requirement s specified by Lessor, and shall
immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, n otice, citation, warning, complaint or
report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements.
6.4 Inspection; Compliance . Lessor and Lessor's "Lender" (as defined in Paragraph 30) an d 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 violatio n 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 b y 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.
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 Requiremen ts), 7.2
(Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnat ion), Lessee shall, at Lessee's sole expense, keep the Premises, Utility Installations (intended
for Lessee's exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the p ortion 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 su ch 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 equip ment or facilities, such as plumbing,
HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fire protection system, fixtures, walls (interior a nd 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 procur ement 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 go od order, condition and state of
repair. Lessee shall, during the term of this Lease, keep the ex terior appearance of the Building in a first-class condition (including, e.g. graffiti removal) consistent
with the exterior appearance of other similar facilities of comp arable age and size in the vicinity, including, when necessary, the exterior repainting of the Building.
(b) Service Contracts . Lessee shall, at Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substanc e
for, and with contractors specializing and experienced in the ma intenance of the following equipment and improvements, if any, if and when installed on the
Premises: (i) HVAC equipment, (ii) boiler, and pressure vessels, (iii) fire extinguishing systems, including fire alarm and/or smoke detection, (iv) landscaping and
irrigation systems, (v) roof covering and drains, (vi) clarifie rs (vii) basic utility feed to the perimeter of the Building, an d (viii) any other equipment, if reasonably
required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such servi ce contracts, and if Lessor so elects,
Lessee shall reimburse Lessor, upon demand, for the cost thereof.
(c) Failure to Perform . If Lessee fails to perform Lessee's obligations under this Para graph 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 ob ligations 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 there of.
(d) Replacement. Subject to Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's
failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than at a cost which is in excess of
50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated betw een the Parties and Lessee shall only
be obligated to pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amoun t equal to the product of
multiplying the cost of such replacement by a fraction, the nume rator of which is one, and the denominator of which is 144 (ie. 1/144th of the cost per month).
Lessee shall pay interest on the unamortized balance at a rate that is commercially reasonable in the judgment of Lessor's acco untants. Lessee may, however,
prepay its obligation at anytime.
7.2 Lessor's Obligations . Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 9 (Damage or Destruction) and 14
(Condemnation), it is intended by the Parties hereto that Lessor have no obligation, in any manner whatsoever, to repair and ma intain 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 no w 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 te rm "Alterations" shall mean
any modification of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. 'Les see Owned Alterations and/or Utility
Installations' are defined as Alterations and/or Utility Installati ons 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 no tice 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 Ren t in the aggregate or a sum
equal to one month's Base Rent in any one year. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on
the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or
approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor
in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable government al permits, (ii) furnishing Lessor with
copies of both the permits and the plans and specifications pr ior to commencement of the work, and (iii) compliance with all co nditions of said permits and other
Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a wo rkmanlike manner with good and
sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specifications. For work whi ch 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 Deposit with Lessor.
(c) Liens; Bonds . Lessee shall pay, when due, all claims for labor or materials fu rnished 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 interes t 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 righ t 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 enforceme nt thereof. If Lessor shall
require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand, i ndemnifying Lessor against liability
for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees and costs.
7.4 Ownership; Removal; Surrender; and Restoration. (a) Ownership . Subject to Lessor's right to require removal or elect owners hip as hereinafter provided, all Alterations and Utility Installations made by
Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part
of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility
Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal . By delivery to Lessee of written notice from Lessor not earlier than 90 and not late r 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 ter mination of this Lease. Lessor may
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require the removal at any time of all or any part of any Less ee Owned Alterations or Utility Installations made without the re quired 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. Notwi thstanding 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 St art Date with NO allowance for
ordinary wear and tear. Lessee shall repair any damage occasion ed 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 Premis es by or for Lessee, or any third party (except Hazardous Substances which were deposited via
underground migration from areas outside of the Premises, or if applicable, the Project) even if such removal would require Les see 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 di sposed of or retained by Lessor
as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall
constitute a holdover under the provisions of Paragraph 26 below.
8. Insurance; Indemnity. 8.1 Payment 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 periods 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 owner ship, use, occupancy or maintenance
of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit covera ge in an amount not less than
$1,000,000 per occurrence with an annual aggregate of not less than $2,000,000, an 'Additional Insured-Managers or Lessors of P remises Endorsement' and
contain the 'Amendment of the Pollution Exclusion Endorsement' for damage caused by heat, smoke or fumes from a hostile fire. T he policy shall not contain any
intra-insured exclusions as between insured persons or organiza tions, but shall include coverage for liability assumed under this Lease as an 'insured contract' for
the performance of Lessee's indemnity obligations under this Leas e. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of
any obligation hereunder. All insurance carried by Lessee 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 Para graph 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 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 equ al to the full 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 co mmercially reasonable and
available insurable value thereof. If Lessor is the Insuring Pa rty, however, Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal
property shall be insured by Lessee under Paragraph 8.4 rather th an by Lessor. If the coverage is available and commercially appropriate, such policy or policies
shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for
debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replac ement of any portion of the
Premises as the result of a covered loss. Said policy or policie s shall also contain an agreed valuation provision in lieu of a
ny 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 suc h 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) Rental Value . The Insuring Party shall obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any
Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ('Renta l Value insurance'). Said insurance
shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted ann ually to reflect the projected Rent
otherwise payable by Lessee, for the next 12 month period. Lessee shall be liable for any deductible amount in the event of suc h loss.
(c) Adjacent Premises . If the Premises are part of a larger building, or of a group of buildings owned by Lessor which are adjacent to the Premises, the
Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings if said increase is caused by Lessee's acts, omissions, use
or occupancy of the Premises.
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 excee d $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 Alter ations and Utility Installations.
Lessee shall provide Lessor with written evidence that such insurance is in force.
(b) Business Interruption . Lessee shall obtain and maintain loss of income and extra ex pense insurance in amounts as will reimburse Lessee for direct
or indirect loss of earnings attributable to all perils commonl y insured against by prudent lessees in the business of Lessee o r attributable to prevention of access to
the Premises as a result of such perils.
(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 state where the Premise s
are located, and maintaining during the policy term a 'General Po licyholders Rating' of at least B+, V, 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 invalidate s the required insurance policies.
Lessee shall, prior to the Start Date, deliver to Lessor certifie d 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 30 days
prior to the expiration of such policies, furnish Lessor with ev idence of renewals or 'insurance binders' evidencing renewal th ereof, 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 s hall 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 agains t 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 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 carrier s waive any right to subrogation that such companies may have a gainst 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, Le ssee shall indemnify, protect, defend and hold harmless the Pre mises,
Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of ren ts and/or damages, liens, judgments,
penalties, attorneys' and consultants' fees, expenses and/or lia bilities 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 noti ce 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 ha ve first paid any such claim in
order to be defended or indemnified.
8.8 Exemption of Lessor from Liability . Lessor shall not be liable for 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 dam age or injury is caused by or
results from fire, steam, electricity, gas, water or rain, or fr om the breakage, leakage, obstruction or other defects of pipes , fire sprinklers, wires, appliances,
plumbing, HVAC or lighting fixtures, or from any other cause, whet her 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. Lessor shall not be liable for any damages arising from any act or neglect
of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor's negligence or
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breach of this Lease, Lessor shall under no circumstances be liable for injury to Lessee's business or for any loss of income o r profit therefrom. 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 extreme ly difficult to ascertain. Accordingly,
for any month or portion thereof that Lessee does not maintain th e required insurance and/or does not provide Lessor with the required binders or certificates
evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount
equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent re presents fair and reasonable
compensation for the additional risk/ costs that Lessor will incur by reason of Lessee's failure to maintain the required insur ance. 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.
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 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.
(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 Prem ises, 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), irrespe ctive of any deductible amounts or
coverage limits involved.
(d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements ow ned by Lessor at the time of the occurrence to their condition
existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction
for depreciation.
(e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a
Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restor ation.
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 or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible a nd 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 ba sis for that purpose.
Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not sufficient to effec t 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 reas on of the unique nature of the improvements, full replacement cost insurance coverage was not
commercially reasonable and available, Lessor shall have no oblig ation 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 re ceipt 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 assur ance are not received, Lessor may
nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commerc ially reasonable with Lessor paying
any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease terminate 30 days thereafter. Lessee shall not be
entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall
be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insura nce shall be made available for
the repairs if made by either Party.
9.3 Partial Damage - Uninsured Loss . If a Premises Partial Damage that is not an Insured Loss occurs, unless caused by a negligent or willful act of
Lessee (in which event Lessee shall make the repairs at Lessee's expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor's
expense, 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 not ice to Lessor of Lessee's commitment to
pay for the repair of such damage without reimbursement from Less or. 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 mak e such repairs as soon as reasonably
possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the
termination notice.
9.4 Total Destruction . Notwithstanding any other provision hereof, if a Premises Total Destruction occurs, this Lease shall terminate 60 days following
such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover Lessor's
damages from Lessee, except as provided in Paragraph 8.6.
9.5 Damage Near End of Term . If at anytime 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 o f such damage by giving a written
termination notice to Lessee within 30 days after the date of oc currence of such damage. Notwithstanding the foregoing, if Less ee 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 (i) the d ate which is 10 days after Lessee's
receipt of Lessor's written notice purporting to terminate this Le ase, 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 pro ceeds, 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 specif ied 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 Re ntal Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destructi on, remediation, repair or restoration
except as provided herein.
(b) Remedies . If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, su ch repair
or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such rep air or restoration, give written
notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date n ot less than 60 days following the
giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, t his Lease shall terminate as of the
date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. 'Commence' shall mean
either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Pre mises, whichever first occurs.
9.7 Termination; Advance Payments . Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be
made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's
Security Deposit as has not been, or is not then required to be, used by Lessor.
9.8 Waive Statutes . Lessor and Lessee agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Premises with
respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsi stent herewith.
10. Real Property Taxes. 10.1 Definition . As used herein, the term "Real Property Taxes" shall include an y form of assessment; real estate, general, special, ordinary
or
extraordinary, or rental levy or tax (other than inheritance, pe rsonal income or estate taxes); improvement bond; and/or licens e 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 Lessor's business of leasing, by any
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authority having the direct or indirect power to tax and where the funds are generated with reference to the Building address a nd where the proceeds so generated
are to be applied by the city, county or other local taxing auth ority 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 occurring during the term of thi s Lease, including but not limited to,
a change in the ownership of the Premises, and (ii) levied or assessed on machinery or equipment provided by Lessor to Lessee p ursuant 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 day s
prior to the applicable delinquency date. If any such installmen t 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 Less ee monthly in advance with the payment of the Base Rent. Such m onthly 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 amo unt 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 maybe intermingled with other moneys of Lessor and s hall not bear interest. In the
event of a Breach by Lessee in the performance of its obligations under this Lease, then any such advance payments may be treat ed by Lessor as an additional
Security Deposit.
10.3 Joint Assessment. If the Premises are not separately assessed, Lessee's liability sh all 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 f rom 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 it s Lessee Owned Alterations and Utility
Installations, Trade Fixtures, furnishings, equipment and all othe r personal property to be assessed and billed separately from the real property of Lessor. If any of
Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee' s property within 10 days after receipt
of a written statement setting forth the taxes applicable to Lessee's property.
11. Utilities and Services . Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the
Premises, together with any taxes thereon. 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. Th ere shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the
inadequacy, stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond
Lessor's reasonable control or in cooperation with governmental request or directions.
12. Assignment and Subletting. 12.1 Lessor's Consent Required . (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any
part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent.
(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Le ssee shall constitute an
assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constit ute a change in control for this
purpose.
(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer,
leveraged buy-out or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a
reduction of the Net Worth of Lessee by an amount greater than 25% of such Net Worth as it was represented at the time of the e xecution of this Lease or at the
time of the most recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or tran sactions constituting such reduction,
whichever was or is greater, shall be considered an assignment of this Lease to which Lessor may withhold its consent. "Net Wor th of Lessee" shall mean the net
worth of Lessee (excluding any guarantors) established under generally accepted accounting principles.
(d) An assignment or subletting without consent shall, at Less or's option, be a Default curable after notice per Paragraph 13.1 (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 n oncurable Breach, Lessor may either:
(i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such
Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to similar adjustment to 110% of the
price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease ter m shall be increased to 110% of the
scheduled adjusted rent.
(e) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relie f. 12.2 Terms and Conditions Applicable to Assignment and Subletting. (a) Regardless of Lessor's consent, no assignment or subletting shall: (I) be effective without the express written assumption by such assignee or
sublessee of the obligations of Lessee under this Lease, (ii) re lease Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment
of Rent or for the performance of any other obligations to be performed by Lessee.
(b) Lessor may accept Rent or performance of Lessee's obligations from any person other than Lessee pending approval or disapproval of an
assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall c onstitute a waiver or estoppel of
Lessor's right to exercise its remedi es for Lessee's Default or Breach.
(c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assignment or subletting. (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible for the
performance of Lessee's obligations under this Lease, including any assignee or sublessee, without first exhausting Lessor's re medies against any other person or
entity responsible therefor to Lessor, or any security held by Lessor.
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor' s determination as to the
financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited t o the intended use and/or required
modification of the Premises, if any, toge ther with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide
Lessor with such other or additional information and/or docume ntation as may be reasonably requested. (See also Paragraph 36)
(f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment or entering into such subleas e, be deemed to have
assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the
term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assig nment or sublease to which Lessor
has specifically consented to in writing.
(g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this
Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39.2)
12.3 Additional Terms and Conditions Applicable to Subletting . The following terms and conditions shall apply to any subletting by Lessee of all or
any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated t herein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may
collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's obligations any such excess shall be refun ded to Lessee. Lessor shall not, by
reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the su blessee for any failure of Lessee to
perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any suc h sublessee, upon receipt of a
written notice from Lessor stating that a Breach exists in the pe rformance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due
under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligat ion or right to inquire as to whether
such Breach exists, notwithstanding any claim from Lessee to the contrary.
(b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the
obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such subleas e; provided, however, Lessor shall not
be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breac hes of such sublessor.
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the Default of
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Lessee within the grace period, if any, specified in such noti ce. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach . A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and
Regulations under this Lease. A "Breach" is defined as the occu rrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within
any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Prem ises without providing a commercially reasonable level of security, or where the
coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonab le assurances to minimize potential
vandalism.
(b) The failure of Lessee to make any payment of Rent or any Se curity 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 continue s for a period of 3 business days following written notice to Lessee.
(c) The failure by Lessee to provide (i) reasonable written evid ence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the
rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty and/or
Guarantor, (vii) any document requested under Paragraph 42, (viii) material safety data sheets (MSDS), or (ix) any other documentation or information which
Lessor may reasonably require of Lessee un der the terms of this Lease, where any such failure continues for a period of 10 days following written notice to Lessee.
(d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Parag raph 40 hereof, other than
those described in subparagraphs 13.1(a), (b) or (c), above, wher e such Default continues for a period of 30 days after written notice; provided, however, that if
the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences
such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.
(e) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of c reditors; (ii) 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 sam e is dismissed within 60
days); (iii) the appointment of a trustee or receiver to take po ssession 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 o f 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, h owever, in the event that any
provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining
provisions.
(f) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (g) If the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability
with respect to this Lease other than in accordance with the te rms of such guaranty, (iii) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv)
a Guarantor's refusal to honor th e guaranty, or (v) a Guarantor's breach of its gu aranty 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 L ease.
13.2 Remedies. If Lessee fails to perform any of its affirmative duties or oblig ations, 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 ap provals. 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 theref or. In the event of a Breach, Lessor may, with or without furthe
r notice or demand, and without
limiting Lessor in the exercise of any right or reme dy 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 Le ssee shall immediately
surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had be en earned at the time of
termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned after term ination until the time of award
exceeds the amount of such rental loss that the Lessee proves co uld 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 c ould 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 re sult 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 port ion of any leasing commission paid by
Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the
immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the
Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's
right to recover damages under Paragraph 12. If termination of th is 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 qui t, 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 appli cable 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 t he 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 suble t or assign, subject
only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Less or's interests, shall not constitute a
termination of the Lessee's right to possession.
(c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises a re located. The expiration
or termination of this Lease and/or the termination of Lessee 's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease
as to matters occurring or accruing during the term here of 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 fo r 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 hereinafte r referred to as "Inducement
Provisions," shall be deemed conditioned upon Lessee's full and faithful perfor mance of all of the terms, covenants and conditions of this Lease. Upon Breach of
this Lease by Lessee, any such Inducement Provision shall automati cally 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 Lesso r 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 ascertai n. 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 su ch 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 Les sor 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 resp ect 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 here under, 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 Lessor's option, become due and
payable quarterly in advance.
13.5 Interest . Any monetary payment due Lessor hereunder, other than late char ges, 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 fro m 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 c omputed at the rate of 10% per
annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provid ed for in Paragraph 13.4.
13.6 Breach by Lessor . (a) Notice of Breach . Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation requ ired
to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after recei pt by Lessor, and any Lender whose
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name and address shall have been furnished Lessee in writing for such purpose, of written notice specifying wherein such obliga tion of Lessor has not been
performed; provided, however, that if the nature of Lessor's oblig ation 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 bre ach 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 eq ual to the greater of one month's
Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor. Lessee shall document the cost o f said cure and supply said
documentation to Lessor.
14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power
(collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes title or possession, whichever fi rst
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 10 days after Lessor shall have given Lessee written notice of such takin g (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 a uthority 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 t he portion of the Premises remaining,
except that the Base Rent shall be reduced in proportion to th e 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 for Lessee's relocation expenses , loss of business goodwill and/or
Trade Fixtures, without regard to whether or not this Lease is te rminated 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 b e 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 sh all repair any damage to the
Premises caused by such Condemnation.
15. Brokerage Fees. 15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, and unless Lessor and the Brokers otherwise agree
in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires any rights to the Premises or other premises owned by Lessor and located
within the same Project, if any, within which the Premises is lo cated, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the
expiration of this Lease, or (d) if Base Rent is increased, wh ether by agreement or operation of an escalation clause herein, t hen, Lessor shall pay Brokers a fee in
accordance with the schedule of the Brokers in effect at the time of the execution of this Lease.
15.2 Assumption of Obligations. Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation
hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor fails to pa y to Brokers any amounts due as and
for brokerage fees pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker
when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after said notice,
Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed t o be a third party beneficiary of any
commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any broker age fee owed.
15.3 Representations and Indemnitie s of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no
dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no on e other than said named Brokers is
entitled to any commission or finder's fee in connection herewith . Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other
harmless from and against liability for compensation or charges wh ich may be claimed by any such unnamed broker, finder or other similar party by reason of any
dealings or actions of the indemnifying Party, including any cost s, expenses, attorneys' fees reasonably incurred with respect thereto.
16. Estoppel Certificates. (a) Each Party (as "Responding Party") shall within 10 days after written notice from the other Party (the "Requesting Party")
execute, acknowledge and
deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppel Certificate" form pub lished by the American Industrial Real
Estate Association, plus such additional in formation, confirmation and/or statements as may be reasonably requested by the Requ esting 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 force and effect without modification except as may be represented by the Requesting Party, (ii) 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 sh all be estopped from denying
the truth of the facts contained in said Certificate.
(c) If Lessor desires to finance, refinance, or sell the Premises , or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or
purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including b ut 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 conf idence and shall be used only for the
purposes herein set forth.
17. Definition of Lessor . The term "Lessor" as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if
this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in th e Premises or this Lease, Lessor shall deliver
to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragrap h 15, upon such transfer or
assignment and delivery of the Security Depo sit, 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 calenda r days. 20. Limitation on Liability. The obligations of Lessor under this Lease shall no constitute personal obligations of Lessor or its partners, members, direct ors,
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 no seek recourse against Lessor's partners, members, directors, officers or shareholders, or any of their pers onal 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 thi s Lease. 22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the Parties with respect to any matter mentioned
herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that
it has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as
to the use, nature, quality and character of the Premises. Broker s have no responsibility with respect thereto or with respect to any default or breach hereof by
either Party. The liability (including court costs and attorneys' fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor
or Lessee under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
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 p repaid, 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
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Lessee's taking 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 Date of Notice . Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery show n 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 48 hours after the same is
addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight cour ier 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 receip t (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery
or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.
24. Waivers. No waiver by Lessor of the Default or Breach of any term, cove nant 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 rend er 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 . 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 co nditions 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.
25. Disclosures Regarding The Nature of a Real Estate Agency Relationship. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand
what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee acknow ledge being advised by the Brokers
in this transaction, as follows:
(i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor's agent or
subagent has the following affirmative obligations: To the Lessor: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the
Lessor. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in perfor mance of the agent's duties. b. A duty of honest and fair
dealing and good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known
to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any c onfidential information
obtained from the other Party which does not involve the affirmative duties set forth above.
(ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lessor's agent, even if by
agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the
following affirmative obligations.
To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performanc e of the agent's duties. b. A duty of honest and fair dealing and
good faith. c. A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within
the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential in formation obtained from the
other Party which does not involve the affirmative duties set forth above.
(iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can
legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Le ssor and the Lessee. In a
dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: a. A fiduciary du ty of utmost care, integrity,
honesty and loyalty in the dealings with either Lessor or the Lessee. b. Other duties to the Lessor and the Lessee as stated ab ove in subparagraphs (i) or
(ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that
the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The
above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect the ir own interests. Lessor and
Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A re al estate agent is a
person qualified to advise about real estate. If legal or tax advice is desired, consult a competent professional.
(b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys' fees), of
any Broker with respect to any breach of duty, error or omission relating to this Lease shall not exceed the fee received by such Broker pursuant to this Lease;
provided, however, that the foregoing limitation on each Broker's liability shall not be applicable to any gross negligence or willful misconduct of such Broker.
(c) Lessor and Lessee agree to identify to Brokers as 'Confident ial' any communication or information given Brokers that is considered by such Party to
be confidential.
26. No Right To Holdover. Lessee has no right to retain possession of the Premises or an y part thereof beyond the expiration or termination of this Leas e.
In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately prec eding 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.
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 cons idered a part of this Lease. Whenever
required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather
according to its fair meaning as a whole, as if both Parties had prepared it.
29. Binding Effect; Choice of Law. This Lease shall be binding upon the Parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which
the Premises are located.
30. Subordination; Attornment; Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or othe r
hypothecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all a dvances made on the security thereof,
and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in thi s 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, whereupon this Le ase 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 ter mination
of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragra ph 30.3, attorn to such new owner,
and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at
the election of such new owner, this Lease shall automatically become a new Lease between Lessee and such new owner, upon all o f the terms and conditions
hereof, for the remainder of the term hereof , and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all
of Lessor's obligations hereunder, except that such new owner shall not: (a) be liable for any act or omission of any prior les sor 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.
30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease
shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance
Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, w ill not be disturbed so long as
Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its
commercially reasonable efforts to obtain a Non-Disturbance Agreem ent 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 opti on, directly contact Lender and
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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 Le ssor 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 involvin g the Premises whether founded in tort, contract or equity, or t o declare
rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such
fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to de cision or judgment. The term,
"Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by
compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys' fees award shall not be computed in
accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In add ition, Lessor shall be entitled to
attorneys' fees, costs and expenses incurred in the preparation and service of notices of Default and consultations in connecti on therewith, whether or not a legal
action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurren ce for such services and
consultation).
32. Lessor's Access; Showing Premises; Repairs. Lessor and Lessor's agents shall have the right to enter the Premises at anytime, in the case of an
emergency, and otherwise at reasonable time s after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants,
and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and t he erecting, using and
maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect to Lessee's use of
the Premises. Allsuch activities shall be without abatement of rent or liability to Lessee.
33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent. Le ssor shall not
be obligated to exercise any standard of reasonableness in determining whether to permit an auction.
34. Signs. Lessor may place on the Premises ordinary 'For Sale' signs at any time and ordinary 'For Lease' signs during the last 6 months of the term
hereof. Except for ordinary 'for sublease' signs, Lessee shall not place any sign upon the Premises without Lessor's prior writ ten consent. All signs must comply with
all Applicable Requirements.
35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutua l
termination or cancellation hereof, or a te rmination hereof by Lessor for Breach by Lessee, shall automatically terminate any s ublease 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 s uch 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 P arty, such
consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers'
and other consultants' fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, incl uding 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 an d supporting documentation
therefor. Lessor's consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breac h 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 cond ition to Lessor's consent shall not preclude the imposition by L essor at the time of consent of such
further or other conditions as are then re asonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees
with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining
party shall furnish its reasons in
writing and in reasonable detail within 10 business days following such request.
37. Guarantor. 37.1 Execution . The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate
Association, and each such Guarantor shall have the same obligations as Lessee under this Lease.
37.2 Default . It shall constitute a Default of the Lessee if any Guarantor fa ils or refuses, upon request to provide: (a) evidence of the execution of the
guaranty, including the authority of the party signing on Guaranto r's behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a
resolution of its board of directors authorizing the making of such guaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation
that the guaranty is still in effect.
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 t o be
observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.
39. Options. If Lessee is granted an Option, as defined be low, then the following provisions shall apply: 39.1 Definition . "Option" shall mean: (a) the right to extend the term of or re new this Lease or to extend or renew any lease that Lessee has on other
property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase or the right of first
refusal to purchase the Premises or other property of Lessor.
39.2 Options Personal To Original Lessee . Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or
exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises an d, if requested by Lessor, with Lessee
certifying that Lessee has no intention of thereafter assigning or subletting.
39.3 Multiple Options . In the event that Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be exercised unless th e
prior Options have been validly exercised.
39.4 Effect of Default on Options . (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said
Default is cured, (ii) during the period of time any Rent is un paid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach
of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaul ts are cured, during the 12 month
period immediately preceding the exercise of the Option.
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inabilit y to exercise an Option
because of the provisions of Paragraph 39.4(a).
(c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the Opt ion, if, after such exercise
and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such Rent becomes
due (without any necessity of Lessor to give notice thereo f), or (ii) if Lessee commits a Breach of this Lease.
40. Multiple Buildings. If the Premises are a part of a group of buildings controlled by Lessor, Lessee agrees that it will abide by and conform to all
reasonable rules and regulations which Lessor may make from time to time for the management, safety, and care of said propertie s, including the care and
cleanliness of the grounds and including the parking, loading and unloading of vehicles, and to cause its employees, suppliers, shippers, customers, contractors and
invitees to so abide and conform. Lessee also agrees to pay its fair share of common expenses incurred in connection with such rules and regulations.
41. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other secur ity
measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protec tion 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, ri ghts and
dedications that Lessor deems necessary, and to cause the recordation of parcel maps and restrictions, so long as such easement s, rights, dedications, maps and
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restrictions do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonab ly 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 'und er 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 recove ry 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.
44. Authority; Multiple Parties; Execution. (a) If either Party hereto is a corporation, trust, limited lia bility company, partnership, or similar entity, each individual executing this Lease on behalf of
such entity represents and warrants that he or she is duly auth orized 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 se verally 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 ancill ary thereto and bind all of the
named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which toget her 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 su bmission 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 the y do not
materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Leas e 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 ARIS ING OUT OF THIS AGREEMENT.
49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the Arbi tration of all disputes between the Parties and/or
Brokers arising out of this Lease [ ] is [ ] 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 any such n ecessary modifications and/or
additions at Lessee's expense.
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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 RE ASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND
LESSEE WITH RESPECT TO THE PREMISES.
ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY 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 INVESTIGAT E 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 CALI FORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED
TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES IS LOCATED.
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at:________________________________________ Executed at: ____________________________________________________ on:_______________________________________________ on:____________________________________________________________ For LESSOR By LESSEE: Lessor:_______________________________________________ Lessee:_________________________________________________________ By:__________________________________________________ By:____________________________________________________________ By:__________________________________________________ By:_\
___________________________________________________________
Name Printed:_________________________________________ Name Printed:____________________________________________________
Title:________________________________________________ Title:___________________________________________________________
Telephone: ___________________________________________ By: ____________________________________________________________
Facsimile: ____________________________________________ Name Printed: ___________________________________________________
Email address: ________________________________________ Title: ___________________________________________________________
Address: _____________________________________________ Telephone: ______________________________________________________
_____________________________________________________ Facsimile:_______________________________________________________
Email address: ___________________________________________________
Address: ________________________________________________________
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EEXXHHIIBBIITT ““AA””
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GUARANTY O F L EASE
WHERE AS____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ ______, he reinaf ter refe rred to as “Lessor” and ______ ___ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ___, hereinafter refe rred to as “Lesse e”, are about to e xecute a Lease dat ed _______ ____ _________ ____ _________ ____ _________ ____ _________ ____ ____concerning t he premises commonl y kno wn as _________ _________ ____ _________ ____ _________ ____ _________ ____ _ where Lessor will lease the pre mises to Lesse e and WHERE AS____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ _ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _________ ____ _____, hereinafter refe rred to as “Guara ntors” , have a fi nancial interest in Lessee and WHERE AS, Les sor would not e xecute the Lease i f Guar antors did not execute and deliver to Lessor this Guarante e of Lease. NO W THEREFOR E and in consideration of the e xecution of the for egoing Lease b y Lessor and as a materi al inducement to Lessor to execute said Lease, Guarant ors hereb y jointl y, severall y, unco nditionally and ir revocabl y gua rantee the prom pt pa yment b y Lessee of all rent als and all other sums payable by Lessee unde r said Le ase and th e faith ful and p rompt performa nce b y lessee of each an d ever y on of th e terms, conditi ons and covenants of said Lease to be kept and perfo rmed b y Lessee. It is specifically agreed and unde rstood that the terms of the foregoing Lease ma y be altered, affected, modified or ch anged b y ag ree ment bet ween Lessor and Lessee, or b y a cours e of conduct and said Lease ma y be assigned by Lessor or an y assignee of Lessor without consent or notice to Guara ntors and that this Gua rant y shall ther eupon and the reaft er guar antee the perform ance of said Lease as so changed, modified, altered or assigned. This Guar ant y shall not be relea sed, modified or affected b y failur e or dela y on t he part of Lessor to enforce a ny of the righ ts or remedies of the Lessor under sai d Lease whethe r pursuant to the terms thereof or a law or in equit y. No notice of defa ult need be give n to Guarant ors, it being specifically agree d and understood that the guarant ee of th e unders igned is a continuing guarantee unde r which L essor ma y p roceed fo rthwith and immediat ely against Less ee or against Gu arantors f ollow ing an y bre ach or default b y Lesse e or f or the enforcemen t of an y rights which Lessor ma y have as against Le ssee pursuant t o or unde r the te rms of the within Lease or at law or in equit y. Lessor shall have the right to pr oceed against Guaranto rs hereu nder follo wing an y breach o r def ault b y Lessee w ithout first pr oceeding against Lessee and without previous notice to or deman d upon either L essee or Guara ntors . Guar antors here by waive (a) notice of acceptance of the Guar ant y (b) demand of p ayment, present ation and protest, (c) all righ t to a ssert or plead any statute of limitations as to or relating to this Guar ant y and th e Lease, (d) an y right to require the Lessor to proceed aga inst the Lessee or any othe r Guar antor or an y othe r person o r entit y liable to Lessor, (e ) an y right to re quire L essor to appl y to an y default a nd securit y dep osit or ot her securit y it ma y hold under the L ease, (f) an y righ t to require Lessor to proc eed un der an y other remed y Lessor ma y have befor e pr oceeding again st Guara ntors , (g ) any right of subrogation. Guar antors do h ereb y sub rogate all existing or fut ure indebtednes s of Lessee to G uaranto rs to the obligations ow ed to Lessor u nder the Lease and this Guarant y. Any marri ed woman wh o si gns th is Gu arant y exp ressly agrees t hat rec ours e may be had agai nst her s epara te pro perty for all of her ob ligations hereunder . The obligations of Lessee under the Lease to e xecute and deliver estoppel statements and financial statements, as therein prov ided, shall be deemed to also r equire the Guar antors hereu nder t o do and p rovide the same relative to Gua ranto rs. The term “L essor” wheneve r here inabove used, refers to and mea ns the Lessor in the foregoing ide ntified Lease spe cifica lly nam ed a nd also an y assignee of said Lessor, w hethe r b y out right assignment or b y assignment for securit y, and also an y successor to the interest o f said Lessor or of an y assignee in such Lease o r an y pa rt the reof, wheth er by assignmen t or ot her wise. So long as the Lessor’s interest in or t o the leased premises or the rents, issues and profits there f rom, o r in, to o r unde r said Lease are subject to an y mortgage or deed of t rust or assignment for se curit y, no acquisition b y Guar antors of the Lessor’s interest in the leased p remises or under said Lease shall affect the contin uing obligation of Guaran tors under this Guarant y which shall nevertheless continue in full force an d effect for th e ben efit o f the mo rtgagee, beneficiar y, trustee or assignee under s uch mo rtgage, dee d of t rust or assignment of a ny pu rchase at sale b y judi cial foreclosure or under private p ower of sale, and of the successors and assigns of an y such mo rtgagee, beneficiar y, trust ee, assignee or p urchaser. The term “Lesse e” whenever he reinabove used refers to and means the Lessee in the foregoing Le ase specifically named and also any assignee or sublessee of said Lease and also an y successor to the inte rests of said Lessee, assignee, or sublessee of such Lease or an y part the reof, wh ether b y assignment, sublease or othe rwise. In the event any action be bro ught b y said Lessor against Guar antors her eun der to enforce t his obligation of Guarant ors her eun der, the unsuccessful par ty in such action shall pay to the p revailing par ty therein a reason able attorne y’s fee which shall be fixed b y the court. If thi s for m has been filled in i t has been pre pared for su bm ission to your attor ney for his appro val. N o represen tati on or re comme nda tion i s made by the ag ent of Less or o r an y real est ate brok er or i ts agents or e mployees as to the legal sufficien cy, leg al effec t or tax co nseq uence s of t his f orm or t he tra nsacti on r elatin g theret o. G UARANTORS Executed at:__ __________ ____ _________ ____ _________ ____ ___ _________ ____ _________ ____ _________ ____ _________ ____ _ On:___ _______ _________ ____ _________ ____ _________ ____ ____ _________ ____ _________ ____ _________ ____ _________ ____ _ Address:______ _________ ____ _________ ____ _________ ____ ___ _________ ____ _________ ____ _________ ____ _________ ____ _ _________ ____ _________ ____ _________ ____ _________ ____ ____ _________ ____ _________ ____ _________ ____ _________ ____ _
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