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HomeMy WebLinkAboutAGMT - 201 8th Street, Suite 140AMENDMENT NUMBER TWO TO STANDARD MULTI - TENANT OFFICE LEASE — GROSS DATED JULY 8, 2014 BETWEEN CITY OF SEAL BEACH ( "LESSOR "), AND PETER F. FRAZIER, AN INDIVIDUAL ( "LESSEE ") FOR THE PROPERTY LOCATED AT 201 8T" STREET, SUITE 140, SEAL BEACH, CA 90740 WITNESSETH Whereas, it is the desire of Lessor and Lessee to modify the terms of said Lease in the manner hereinafter set forth: NOW THEREFORE, in consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Lease Renewal Term: Lessor and Lessee acknowledge and agree that the Lease Renewal Term commences August 1, 2016 and shall expire midnight July 31, 2017. 2. Base Rental Rate: Lessee's Base Rental Rate shall be as follows: August 1, 2016 through July 31, 2017 $414.06 per month 3. Rentable Square Footage: The rentable square footage for Suite 140 has been changed to reflect 134 rentable square feet, as determined by architectural field measuring of the building in 2014. 4. Tenant Improvements: Lessee shall accept the premises in "As Is" condition. 5. Full Force and Effect: All other terms and conditions of the Lease shall remain in full force and effect. THIS AMENDMENT NUMBER TWO TO LEASE SHALL NOT BECOME EFFECTIVE UNTIL THIS AMENDMENT NUMBER TWO TO LEASE IS EXECUTED BY LESSOR AND DELIVERED TO LESSEE AND ANY OTHER REQUIREMENTS OF LESSOR HAVE BEEN FULFILLED. NO EMPLOYEE OR AGENT OF LESSOR OR ANY PERSONS WITH WHOM LESSEE MAY HAVE NEGOTIATED THIS AMENDMENT NUMBER TWO TO LEASE HAS ANY AUTHORITY TO MODIFY THE TERMS HEREOF OR TO MAKE ANY AGREEMENTS, REPRESENTATIONS OR PROMISES UNLESS THE SAME ARE CONTAINED HEREIN OR ADDED HERETO IN WRITING. LESSOR: THE CITY OF SEAL BEACH By: + ill .Ingram City Manager Dated: LESSEE: PETER F. FRAZIER By: , Peter Frazier President Dated: e,/(O /I& Pacififfiest Asset Management Corporation June 9, 2016 Ms. Jill R. Ingram City Manager CITY OF SEAL BEACH 211 8'h Street Seal Beach, CA 90740 RE: 201 8rn STREET, SUITE 140, SEAL BEACH, CA PETER F. FRAZIER Dear Jill: O T Enclose, as approved, please find three (3) Amendment Number Two to Lease agreements for the above- referenced suite, executed by Peter F. Frazier, for the one- (1) year renewal of his lease with a three (3 %) percent increase over his current rent, effective August 1, 2016. Please sign all documents where tabbed, retain one if you wish, and return the remaining fully executed Amendments to my attention for distribution to the appropriate parties. I have enclosed a self - address postage -paid envelope for your convenience. Thank you for your assistance and, should you have any questions, please feel free to contact this office. Sincerely, Pacific W est Asset Management Corporation �''� Lori Smith Nakamura Assistant Property Manager /lsn Enclosures Mailing Address 0 Post Office Box 19068 0 Irvine, California 92623 -9068 3191 D Airport Loop 0 Costa Mesa, California 92626 -3404 0 (714) 433 -7300 Fax (714) 433 -7330 AMENDMENT NUMBER ONE TO STANDARD MULTI-TENANT OFFICE LEASE — GROSS DATED JULY 8, 2014 BETWEEN CITY OF SEAL BEACH ( "LESSOR"), AND PETER F. FRAZIER, AN INDIVIDUAL ("LESSEE") FOR THE PROPERTY LOCATED AT 2018" STREET, SUITE 140 SEAL BEACH, CA 90740 WITNESSETH Whereas, it is the desire of Lessor and Lessee to modify the terms of said Lease in the manner hereinafter set forth: NOW THEREFORE, in consideration of the mutual agreements herein contained and other I good and valuable consideration, the receipt of which is hereby acknowledged, it is agreed as follows: 1. Lease Renewal Term: Lessor and Lessee acknowledge and agree tha: Renewal Term commences August 1, 2015 and shall expire midnight July 31, 2. Base Rental Rate: Lessee's Base Rental Rate shall be as follows: August 1, 2015 through July 31, 2016 $402.00 per month 3. Tenant Improvements: Lessee shall accept the premises in "As Is" conditi 4. Full Force and Effect: All other terms and conditions of the Lease shall force and effect. THIS AMENDMENT NUMBER ONE TO LEASE SHALL NOT BECOME UNTIL THIS AMENDMENT NUMBER ONE TO LEASE IS EXECUTED BY L- DELIVERED TO LESSEE AND ANY OTHER REQUIREMENTS OF LESSOR I FULFILLED. NO EMPLOYEE OR AGENT OF LESSOR OR ANY PERSONS )A LESSEE MAY HAVE NEGOTIATED THIS AMENDMENT NUMBER ONE HAS ANY AUTHORITY TO MODIFY THE TERMS HEREOF OR TO T 'CREEIVI ENTS, ' '\EPr-E NTATI ONS 1 PROMISES U TLES0 THE CONTAINED HEREIN OR ADDED HERETO IN WRITING. LESSOR: LESSEE: THE CITY OF SEAL BEACH PETER F. FRAMER By: By: Frazie JU. ingrani Peter F. F azie City Manager President Dated: Ash 5 Dated: the Lease 2016. in full SOR AND ,VE BEEN 'H WHOM 0 LEASE kKE ANY ME ARE `�PacificWest Assaudgement Corporatim August 21, 2015 Ms. Jill R. Ingram City Manager CITY OF SEAL BEACH 211 Eighth Street Seal Beach, CA 90740 RE: CITY OF SEAL BEACH — ANNEX BUILDING PETER F. FRAZIER 201 EIGHTH STREET, SUITE 140, SEAL BEACH, CA AMENDMENT NUMBER ONE TO LEASE Dear Jill: Enclosed please find three (3) Amendment Number One to Lease agreements, I Frazier for his one- (1) year lease renewal, as approved, at the above-referenced I by Peter Please execute all documents, retain one (1) for your records, and return the remainin two (2) to my attention for distribution to the appropriate parties. If you have any questions, please let us know, and thank you for the opportunity to worlk with the City on this building. Thank you. Sincerely, PacifieWest Asset Management Corporation Lori Smith Nakamura Assistant Property Manager Asn Enclosures Mailing Address * Post Office Box 19068 0 Irvine, California 92623-9068 3191 D Airport Loop 0 Costa Mesa, California 92626-3404 # (714) 433-7300 Fax (714 )433-7330 A I .4KfJJVJ I ffil NZ[9] fAIN IWO 4W1 0MV1 JJ:W 'jib *T I Basic Provisions ("Basic Provisions"). 11.1 Parties, This Lease ("Lease"), dated for reference purposes only Jul is made by and between City of Seal Beach 8, 2014 R_ ("Lessor") and Peter F. Frazie-r, an individual ,collectively the'Partles", or individually a "Party")- 1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s) 14 0 first floor(s), consisting of approximately 120 rentable square feet and approximately useable square feet( "Premises"). The Premises are located at; 201 8th Street , in the City of Seal Beach County of Oran- e State of Cali f ornia. with zip code 90740 In addition to Lessee's rights to use and occupy the I Premises as hereinafter specified, Lessee shall have non-exclusive rights to the Common Areas (as defined in Paragraph 27 below) as hereinafter specified, but shall not hav6 any rights to the roof, the exterior walls, the area above the dropped ceilings, or the utility raceways of the building. containing the Premises ("Building") or to any other buildings in the Project The Premises, the Building, the Common Areas, tile land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." he Project consists of approximately rentable square feet. (See also Paragraph 2) 1.2(b) Parking: one space ill Cortirtioti, WhOM aVallaHe unreserved and —0— reserved vehicle parking spaces at a monthly cost of $ - - - -- per unreserved space and per reserved space. (See Paragraph 16) 1 1.3 Term: one (1) years and zero (0) n commencing August 1, 2014 ("Commencement Date") and ending July 31, 2015 ("Expiration Date). (See also Paragraph 3) 1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of the July 9, 2014 ("Early Possession Date"). (See also Pars 1.5 Base Rent: $300 .00 per month ("Base Rent} ", payable on the first commencing J �uqu s t 1, 2 014 (See also Paragraph 4) C1 If this box is checked, there are provisions In this Lease for the Base Rent to be adjusted. See Paragraph 1.6 Lessee's Share of Operating Expense Increase: N/A percer Share"). In the event that that size of the Premises and/or the Project are modified during the term of this Lease, Lessor s[ Share to reflect such modification. 1.7 Base Rent and Other Monies Paid Upon Execution: (a) Base Rent: $300 .00 for the period August 1, 2014 thru Aug (b) Security Deposit: $300 . 00 ("Security Deposit"), (c) Parking: $0.00 for the period---- - (d) Other: $0 . 00 for---- - (e) Total Due Upon Execution of this Lease: $600 . 0 0 1,8 Agreed Use: office use PAGE 1 OF IS VLs 01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM )nths ("Original Term") Premises commencing raphs 3.2 and 3.3) day of each month is t %) ("Lessee's ill recalculate Lessee's st 31, 2014 e also Paragraph 5) INITIAL$ . ..... (See also Paragraph 6) 1.9 Base Year; Insuring Party. The Base Year is N/A Lessor is the "Insuring Party". (See also Paragraphs 4.2 and 8) 1.10 Real Estate Brokers: (See also Paragraph 15 and 25) (a) Representation: The following real estate brokers ( the "Brokers") and brokerage relationships exist i� this transaction (check applicable boxes): P/1 Pacific?ies'Ll Asset Management Corporation represents Lessor exclusiv ❑ ­1 — — ----- represents Lessee exclusively ral represents both Lessor and (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the ("Lessor's Broker"); essee's Broker); or see ("Dual Agency"). <ers for the brokerage services rendered by the Brokers the fee agreed to in the attached separate written agreement or if no such agreement is attached, the sum of or five (5) % of the total Base Rent payable for the Original Term, the sum of or I of the total Base Rent payable during any period of time that the Lessee occupies the Premises subsequent to the Original Term, andfor the sum of or % of the purchase price in the event that the Lessee or anyone affiliated with Lessee acquires from Lessor any rights p to the Premises, 1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by ("Guarantor"). 1.12 Business Hours for the Building: a.m. to p.m., Mondays through Fridays (excep a.m. to p.m. on Saturdays (except Building Holidays). "Building Holidays' shall mean the date Year's Day, President's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas bay, and 1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1, Lessor is NOT obligated Within the Premises: Z Janitorial services ❑ Electricity ❑ Other (specify): 1.14 Attachments. Attached hereto are the ■ ■ M■ ■ an Addendum consisting of Paragraphs • plot plan depicting the Premises; • current set of the Rules and Regulations; a Work Letter; a janitorial schedule; other (specify): Exhibit "All through of which constitute a part lee also Paragraph 37) Building Holidays) and of observation of New provide the following 2. Premises. 2.1 Letting, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease, While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. Note: Lessee is advised to verify the actual size prior to executing this Lease, 2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the Commencement Date lor the Early Possession Date, whichever first occurs ("Start Date"), and warrants that the existing electrical, plumbing, fire sprinkler, lighting, healing, ventilating and air conditioning systems ("HVAC"), and all other items which the Lessor is obligated to construct pursuant to the Work Letter attached ked hereto, if any, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements o the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices ol'Default affecting the Premise; (I!) any delinquent amounts due under any loan secured by the Premises; and (III) any bankruptcy , roceeding affecting the Premises. . pi 2.3 Compliance. Lessor warrants to the best of its knowledge that the improvements comprising the Premises comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constri applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applicable Requirements") in effect on the S does not apply be the use to which Lessee will put the Premises, modifications which may be required by the Americans witl similar laws as a result of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraf made by Lessee, NOTE: Lessee is responsible for determining whether or not the zoning and other Applicable Require for Lessee's intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises warranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with sl extent or such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as to require during If construction of an addition to or an alteration of the Premises, the remedlation of any Hazardous Substance, or the rainforc modification of the Premises ("Capital Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows: (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specifl, Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provid Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lesse this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor difference between the actual cost thereof and the amount equal to 6 months' Base Rent, If Lessee elects termination, Lessee PAGE 2 OF 18 we UZ nd the Common Areas ted, and also with all rt Date. Said warranty Disabilities Act or any 7.3(a)) made or to be ents are appropriate o not comply with said cificity the nature and term of this Lease the neat or other physical and unique use of the id, however that if such � may instead terminate has elected to pay the ihall Immediately cease @1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFGJ,1 2-9/1 3E INITIALS the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. (b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (s ch as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, leach month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal t? 11144th of the portion of such costs reasonably attributable to the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its snare thereof, Lessor shall have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee nolifies 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 R lent until Lessor's share of such costs have been fully paid. If Lessee is unable to finance Lessees share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to (c) Notwithstanding the above, the provisions concerning Capital Expenditures are Intended to apply only to nonvoluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are Instead triggered by Lessee as a result of an actilal or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either., (i) immediately cea such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. 2.4 Acknowledgements. Lessee acknowledges that: (a) it has been given an opportunity to inspect and measure the Premises, (b) Lessee has been advised by Lessor and/or Brokers to satisfy itself with respect to the size and condition of the Pre i as ncludl but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requiremenu)]and their suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and as umes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of the Premis6s made by Brokers or Lessor, (a) the square footage of the Premises was not material to Lessee's decision to lease the Premises and pay the Reni stated herein, and (f) neither Lessor, Lessor's agents, nor Brokers have made any oral or written representations or warranties with respect to said m�tters other than as set forth in this Lease. In addition, Lessor acknowledges that: (I) Brokers have made no representations, promises or warranties con erning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (!I) it is Lessors sole responsibility to investigate the financial capat lifty and/or suitability of all proposed tenants. 2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date, Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. 2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and Regulations attached her!eto, and as established by Lessor from time to time, Lessee shall be entitled to rent and use the number of parking spaces specified in Paragraph I 2(b) at the rental rate applicable from time to time for monthly parking as set by Lessor and/or its licensee. (a) If Lessee commits, permits or allows any of the prohibited activities described in the Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 'I (b) The monthly rent per parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice to Lessee. The rent for the parking is payable one month in advance prior to the first day of each calendar month. 1 2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Premises that are provided and do I signaled by the Lessor from time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project and their respectivel employees, suppliers, shippers, customers, contractors and invitees, Including, but not limited to, common entrances,. lobbles, corridors,. stairwells, public restrooms, elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas. 2.8 Common Areas - Lessee's Rights. Lessor grants to Lessee, for the benefit of Lessee and its employeL, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the rionexclusive right to use, in common with others entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the ter ms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the prior written consent of Lessor or Lessor's designated agent, which consent may be revoked at any time] In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedi els that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. 2.9 Common Areas - Rules and Regulaftons, Lessor or such other person(s) as Lessor may appoint shall hate the exclusive control arid management of the Common Areas and shall have the right, from time to time, to adopt, modify, amend and ento reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees, The Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the noncompliance with said Rules and Regulations by other tenants of the Project. 2.10 Common Areas - Changes. Lessor shall have the right, in Lessor's sole discretion, from time to time; (a) To make changes to the Common Areas, including, without limitation, changes in the location, si , shape and number of the lobbies, vVindows, stairways, air shafts, elevators, escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises remains available; (c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; (d) To add additional buildings and improvements to the Common Areas; (e) To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any - PAGE soF1m INITIALS 91999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-12-9113E as Lessor may, in the exercise of sound business judgment, deem to be appropriate. 3, Term, 3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1 �3. 3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant of Early Possession only conveys a Inon-exclusive right to occupy the Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pl�y Base Rent shall be abated for the period of such Early Possession. All other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of the Operating Expense Increase) shall be in effect during such period. Any such Early Possession shall not affect the Expiration Date, 1 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 shallinot be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date, Lessee shall not, however, btbligated to pay Rent 0 or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement i ould otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have en I �oyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days afte I r the Commencement Date, as the same may be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which event the Parties shall be discharged from all obligations here I under. 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 I remises is not delivered within 120 days after the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. 3.4 Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to Lessee until Lessee complies with 'as obligation to provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perfo all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor's election to withhold poss asion pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurTent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied, 4. Rent. 4,1. Rent Defined, All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent"). 4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in addition to the Base Rent, Lessee's Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all Operating Expenses for the Base Year, such excess being hereinafter referred to as the "Operating Expense Increase, in accordance with the following provisions: (a) "Base Year" Is as specified in Paragraph I �9. (b) "Comparison Year" is defined as each calendar year during the term of this Lease subsequ nt to the Base Year; provided, however, Lessee shall have no obligation to pay a share of the Operating Expense Increase applicable to the first 1� months of the Lease Term (other than such as are mandated by a governmental authority, as to which government mandated expenses Lessee she pay Lessee's Share, notwithstanding they occur during the first twelve (12) months). Lessee's Share of the Operating Expense Increase for the flrs' and last Comparison Years of the Lease Term shall be prorated according to that portion of such Comparison Year as to which Lessee is responsib a for a share of such increase. (c) The followling costs relating to the ownership and operation of the Project, calculated as if the P ect was at least 95% occupied, are defined as "Operating Expenses": W Costs relating to the operation, repair, and maintenance in neat, clean, safe, good order and condition, but not the replacement (see subparagraph (g)), ofthe following: (aa) The Common Areas, including their surfaces, coverings, decorative items carpets, drapes and window coverings, and including parking areas, loading and unloading areas, trash areas, roadways, sidewalks, waJkways:1 stairways, parkways, driveways, landscaped areas, striping, bumpers, irdgatlon systems, Common Area lighting facilities, building exteriors and roofs, fe I rides and gates; (bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment, communication systems and other equipment used in common by, or for the benefit of, tenants or occupants of the Project, including e!levators and escalators, tenant directories, fire detection systems including sprinkler system maintenance and repair, (cc) All other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (11) The cost of trash disposal, janitorial and security services, pest control services, and the costs of any environmental inspections; (iji) The cost of any other service to be provided by Lessor that is elsewhere in this Lease stated to be an "Operating Expense"; (IV) The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 and any deductible portion of an insured loss concerning the Building or the Common Areas; M The amount of the Real Property Taxes payable by Lessor pursuant to paragraph 10; (VI) The cost of water, sewer, gas, electricity, and other publicly mandated services not separately metered; (vil) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and tools', used in maintaining and/or cleaning the Project and accounting and management fees attributable to the operation of the Project; (Vill) The cost of any capital improvement to the Building or the Project not covered uIlder the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period a d Lessee shall not be required to pay more than Lessee's Share of 11144th of the cost of such Capital Expenditure in any given month; I (IX) The cost to replace equipment or improvements that have a useful life for accounting purposes of 5 years or less. (X I ) Reserves set aside for maintenance, repair and/or replacement of Common Area improve merits and equipment. (d) Any item of Operating Expense that is specifically attributable to the Premises, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Premises, Building, or other building. However, anysuch item that is not specifically attributable to the Building or to any other building or to the operation, repair and maintenance the of, shall be equitably allocated by Lessor to all buildings In the Project. (a) The inclusion of the improvements, facilities and services set forth in Subparagraph 4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. C. aun� A PAGE 4 OF 18 1 Lx V1J iKffF�L—S INITIALS @1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-12-9/13E M Lessee's Share of Operating Expense Increase is payable monthly on the Base Rent ent is clue hereunder. The amount of such payments shall be based an Lessor's estimate of the Operating Expense Expenses, Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the laGtual Common Area Operating Expenses for the preceding year. if Lessee's payments during such Year exceed Lessee's Share, Lessee shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such Year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance determined to exist with respect to that portion of the,last Comparison Year for which Lessee is responsible as to Operating Expense Increases, notwithstanding that the Lease term may have terminated before the end of such Comparison Year. (g) Operating Expenses shall not include the costs of replacement for equipment or capital components such as the roof, foundations, exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5 years or more. (h) Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or by insurance proceeds. 4.3 Payment, Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United StatE s on or before the day on which it is due, without offset or deduction (except as specifically permitted in this Lease). All monetary amounts shall be rounded to the nearest whole dollar, In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendarm6nth shall be prorated based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due Oall 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 an � 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 , �n addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashiers check. Payments will be applied first to ace ued late charges and attorneys fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining; It amount to any other outstanding charges or costs, 5, Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lease `s faithful performance of its obligations under this Lease. If Lessee falls to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse 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 after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full 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 monies 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 amended to accommodate a material chapge in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to Increase the Security 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, significantly I reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable enable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit 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 any monies to be paid by Lessee under thl,, Lease. 6. Use. 6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is r asonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or properties. Other than guide, signal and suing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not Impair the structural integrity of the improveme its of the Building, will not adversely affect the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect the exterior appearance of the Building. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessees 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 Ill mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination n with other materials expected to be on the Premises, is either: (I) potentially injurious to the public health, safety or welfare, the environment or the Pre I mises, 00 regulated or monitored by any governmental authority, or (ill) a basis for potential liability of Lessor to any governmental agency or third part� under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and /or crude oil or any products, byproducts or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes! I a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (I) the installation or use of any above or below ground storage tank, (Ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (ill) the presence at the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the I normal course of the Agreed Use such as ordinary officd supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the public, the Premises and/or t Ile environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. I (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 prese ce of such Hazardous Substance. il PAGE 6 OF 18 INIUS INITIALS 01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-12 -9113E (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or released 6sed in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term o this Lease, by or for Lessee, or any third party. I (d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties,, and attorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease, No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement, I (e) Lessor indemnification. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which 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. Lessees obligations, as and when required by the Applicable Requirements, shall include, but not be limited to, the cost of investigation, removal, remediation, restoration and/or abatement, and shall su ive the expiration or termination of this Lease, (f) Investigations and Remediations, Lessor shall retain the responsibility and pay for any investigation- or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premi I ses prior to Lessee's occupancy, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in para raph 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 he request of Lessor, including allowing Lessorand Lessor's agents to have reasonable access to the Premises at reasonable times in order to carry ou Lessor's investigative and remedial responsibilities, I (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.11(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the 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 Lessors option, either (I) investigate and remedlate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lessor's expense, in which event this Lease shall continue in full force and effect, or (I!) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000, whichever Is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 50 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 �o Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurancel 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 h remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or assurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor's notice of termination. 63 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 Applicable Requirements, the requirements of any a plicable fire insurance underwriter or rating bureau, and the recommendations of Lessors engineers and/or consultants which relate in any manner to the Premises, without regard to whether said requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor's written request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee'sl compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written notice to Lessor of. (1) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold*, or (it) any mustiness or other odors that might indicate the presence of mold in the Premises. 6.4 Inspection; Compliance. Lessor and Lessor's "Lender" (as defined In Paragraph 30) and consultants shat 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 pa I id by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragraph 9.1 e) is found to exist or be imminent, nt, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such, inspection, so long as such inspection is reasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request therefor. 7, Maintenance, Repairs; Utility Installations; Trade Fixtures and Alterations, 7.1 Lessee's Obligations, Notwithstanding Lessors obligation to keep the Premises in good condition and repair, Lessee shall be responsible for payment of the cost thereof to Lessor as additional rent for that portion of the cost of any maintenance and repair of the Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the extent such cost is attributable to abuse or misuse. In addition, Lessee rather than the Lessor shall be responsible for the cost of painting, repairing or replacing wall coverings, and to repair or replace any similar improvements within the Premises. Lessor may, at Its option, upon reasonable notice, elect to have Lessee perform any parficul r such maintenance or repairs the cost of which is otherwise Lessee's responsibility hereunder." 7.2 Lessor's Obligations, Subject to the provisions of Paragraphs 22 (Condition), 2.3 (Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant ;' Paragraph 4.2, shall o - keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and /or smoke detection systems, fire hydrants, and the Common Areas. Lessee expressly waives the benefit of any s atute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease, 7,3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions, The term "Utility Installations" refers to all floor and window coverings, air lines, vacuum lines, power panels, PAGE 6 OF 18 INITIALS 01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-12-9/13E electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in or on the Premises. The term 'Trade Fixtures" shall mean Lessee's machinery and equipment that can be removed without doing material damage to the Premises. The term " Alterations" shall mean any modification of the improvements, other than Utility Installations or Trade Fixtur s, whether by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" are defined as Alterations and/or Utility Installations made 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 Lessors prior written consent. Lessee may, however, make non-structural Alterations or Utility Installations to the Interior of the Premises (excluding the roof} without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof, ceilings, floors 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 $2000. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (1) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (M) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations -shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor I with asbullt plans and specifications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 160% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor, I (c) Lions; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialmen!s lien against the Pr I emises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Pre ses, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then �3ssee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse j I udgment that may be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to o 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any y such action, Lessee shall pay Lessor's attorneys' fees and costs, 7.4 Ownership; Removal; Surrender; and Restoration. i (a) Ownership, Subject to Lessor's right to require removal or elect ownership as hereinafter provided, alll 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 7A(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Less r and be surrendered by Lessee with the Premises. I - (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expi I ration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installat ons made without the required consent. 1 (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 clean and free of debris, and in good operating order, condition and state of repair, iordinary wear and tear excepted, "Ordinary wear and tear' shall not include any damage or deterioration that would have been prevented by good maintenance practice, Notwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also completely remove from the Premises any and all Hazardous Substances brought o to the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Premises) even if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain �th'e 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 te �mlnatlon date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. 8. Insurance; Indemnity. 8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(Iv)). Said costs shall Include increases in the premiums resulting from additional coverage related to requirements of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project, Increased valillation of the Premises, Building and/or Project, and /or a general premium rate increase. Said costs shall not, however, include any premium increases resulting from the nature of the occupancy of any other tenant of the Building. If the Project was not insured for the entirety of the Base Year, then the bas el premium shall be the lowest annual premium reasonably obtainable for the required Insurance as of the Start Date, assuming the most nominal use Possible of the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured under Paragraph 8.2(b). 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such Insurance shall be on an occurrence' basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000.000. Less I ee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured4 I Aanagers or Lessors of Premises" Endorsement and coverage shall also be extended to include damage caused by heat, smoke or fumes from a hostile fire, The policy shall not contain any intra-Insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "Insured contract' for the performance of Lessee's indemnity obligations under this Lease, The limits of said insurance I hall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder, Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. PAGE 7 OF 18 INITIALS @1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-1.2-9113E (b) Carried by Lessor. Lessor shall maintain liability insurance as described In Paragraph 8.2(a), in additort 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. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Building and/or Project. The amount of such insurance. shall be equal to the full insurable replacement cost of the Building and/or Project, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility, Installations, Trade Fixtures, and Lessee's persona[ property shall be insured by Lessee not by Lessor. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood anv!J/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase lin the annual property insurance coverage amount by a factor of not less than the adjusted U.S, Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not exceed $5,000 per occurrence. (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180 days ("Rental Value insurance"). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by Lessee, for the next 12 month period, (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property insurance of tilie Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee's acts, omissions, use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this Lease, 8.4 Lessee's Property; Business Interruption Insurance; Worker's Compensation Insurance. (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessee's personal property, ra a Fixtures, and Lessee Owned Alterations and Utility Installations- Such insurance shall be full replacement cost coverage with a dedu,,bble of not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. (b) Worker's Compensation Insurance. Lessee shall obtain and maintain Worker's Compensation Insura ice in such amount as may be required by Applicable Requirements. Such policy shall include a 'Waiver of Subrogation' endorsement. Lessee shat provide Lessor with a copy of such endorsement along with the certificate of insurance or copy of the policy required by paragraph 8.5. (c) Business Interruption. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent lessees in business of Lessee or attributable to prevention of access to the Premises as a result of such perils, . (d) No Representation of Adequate Coverage. Lessor makes no representation that the limits or forms 0) 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 maintaining during the policy term a 'General Policyholders I Rating" of at least A-, VII, as set forth in the most current issue of "Bests Insurance Guide", or such other rating as may be squired by a Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of 'policies of such Insurance or certificates with copies of the required endorsements evidencing the exi tence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 10 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or "insurance binders" evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of at least one year, or the length of the remaining 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 I same. . 8.5 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of r 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 � or required, or by any deductibles applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right tj subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. 8.7 . Indemnity. Except for Lessor's gross negligence or willful misconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and/or damages, liens, judgments, penalties, attorneys' and consultants' fees, expenses and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor by reason of any of the for going matters, Lessee shall upon notice defend the same at Lessee's expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperdta with Lessee in such defense. Lessor need not have first paid any such claim In order to be defended or indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of this Lease by Lessor or its agents, neither Lessor nor its agents shall be liable under any circumstances for. (I) injury or damage to the person or goods, lwares, merchandise or other property of Lessee, Lessee's employees, contractors, invitees, customers, or any other person in or about the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damagef results from conditions arising upon the Premises or upon other portions of the Building, or from other sou'rces or places, (ii) any damages arising from any act or neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the !provisions of any other lease in the Project, or (iii) injury to Lessee's business or for any loss of income or profit therefrom. Instead, it is intended that Lessee's sole recourse in the event of such damages or injury be to file a claim on the insurance policy(jes) that Lessee is required to maintain pursui nt to the provisions of paragraph 8. 8.9 Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required insurance and/or does not 'Provide Lessor with the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such PAGE 8 OF 18 (D1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM OFG-12-9113E increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reasor of Lessee's failure to maintain the required Insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to maintain such insurance, prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. 9. Damage or Destruction, 9.1 Definitions, (a) "Premises Partial Damage" shall mean damage or destruction to the improvements on the Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or des uction, and the cost thereof does not exceed a sum equal to 6 month's Base Rent. Lessor shall notify, Lessee In writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. (b) "Premises Total Destruction" shall mean damage or destruction to the improvements on the Premisl s, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the Idate of the damage or destruction and/or the cost thereof exceeds a sum equal to 6 month's Base Rent, Lessor shall notify Lessee in writing within 301 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. I (c) "Insured Loss" shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. I (d) "Replacement Cost" shall mean the cost to repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and without deduction for depreciation. (e) "Hazardous Substance Condition" shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance, in, on.-or under the Premises which requires restoration. 9.2 Partial Damage - Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs, then Le sor shall, at Lessor's expense, repair such damage (but not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as soon Le reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destruction the total cost to repair of which is $5,000 or less, and, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not In force or the insurance proceeds are not sufficient to affect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to �omplete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of the improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insuran4e proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover same, or adequate assurance I thereof, within 10 days following receipt of written notice of such shortage and request therefor, If Lessor receives said funds or adequate assurance thereof within said 10 day period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10 days I hereafter to: (1) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (II) have this Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds I contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made a 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: (1) repair suc damage as soon as reasonably possible at Lessors expense, in which event this Lease shall continue in full force and effect, or (!I) 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 she 1 11 be effective 60 days following the date of such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee's commitment to pay for the repair of such damage without reirnbL rsement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof Within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as reasonably possible after 'he 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, tW, Lease shall terminate 60 days following such Destruction, If the damage or destruction was caused by the gross negligence or willful misconduct of Le ]see, Lessor shall have the right to recover Lessor's damages from Lessee, except as provided in Paragraph 8.6. 9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there Is dan hich the cost to repair exceeds one month's Base Rent, whether or not an Insured Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage� Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (2) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance there needed to make the repairs on or before the earlier of (1) the date which is 10 days after Lessee's receipt of Lessor's written notice purporting to terminate this Lease, or (I!) the day prior to the date upon which such option expires, If Lessee duly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessors commercially reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be extinguished. 9.6 Abatement of Rent; Lessee's Remedies. (a) Abatement, In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediatjon or restoration of such damage shall be abated in proportion to the degree to which Lessees use of the Premises Is Impaired, but not to exceed the proc I eeds received from the Rental Value insurance, All other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein, I (b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or restoration Within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate t� is Lease on a date not 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 PAGE 9 OF 18 01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-112-9/131E INITIALS thereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs, 9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security Deposit as has not been, or is not then required to be, used by Lessor, 10. Real Property Taxes. 10.1 Definitions. As used herein, the term "Real Property Taxes" shall include any form of assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and /fir license fee imposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor's right to other income therefrom, and/or Lessors business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction Within which the Prqject is located. "Real Property Taxes" shall also include any tax, fee, levy, assessment or charge, or any increase therein: (I) imposed by reason of a I vents occurring during the term of this Lease, including but not limited to, a change in the ownership of the Project, (h) a change in the improvements the reon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. 10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property axes applicable to the Project, and said payments shall be included in the calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2. 10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes specified in the tax assessors records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fxturee or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason of, any alterations or improvements to the Prerr�ises made by Lessor subsequent to the execution of this Lease by the Parties. 10.4 Joint Assessment, If the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportidn to be determined by Lessor from the respective valuations assigned in the assessor's work sheets or such other information as may be reasonably available. Lessor's reasonable determination thereof, in good faith, shall be conclusive. 10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied/ upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee's property, 11. Utilities and Services. 11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning, reasonable amounts of electricity for normal lighting and office machines, water for reasonable and normal drinking and lavatory use in connection with an office, and 1 placement light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial services to the Premises and Common Areas 5 times per week, excluding Building Holidays, or pursuant to the attached janitorial schedule, if any. Lessor shall not, however, be required to provide janitorial services to kitchens or storage areas included within the Premises. 11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, light, power, telephone and other utilities aid services specially or exclusively supplied and/or metered exclusively to the Premises crto Lessee, together with any taxes thereon. Ifa service isdele I led by Paragraph 1,13 and such service is not separately metered to the Premises, Lessee shall pay at Lessors option, either Lessee's Share or a reasonable proportion to be determined by Lessor of all charges for such jointly metered service. I 11.3 Hours of Service. Said services and utilities shall be provided during times set forth in Paragraph 1.12. Utilities and services required at other times shall be subject to advance request and reimbursement by Lessee to Lessor of the cost thereof. 11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by or through existing outletsi and shall not install or use machinery or equipment in or about the Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra burden upon the utilities or services, including but not limited to security and trash services, over standard office usage for the Project. Lessor shall require Lessee to reimburse Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph by Les-see, Lessor may, in its sole discretion, Install at Lessee's expense supplemental equipment and/or separate metering applicable to Lessee's excess usage or ioading. 11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, at stoppage, interruption or discontinuance of any utility or service due to riot, strike, labor dispute, breakdown, accident, repair 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 (co ' Ilectively, "assign or assignment') or sublet all or any part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. (b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute -a change in control for this purpose. (c) The involvement of Lessee or Its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged buyout 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 execution 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 transactions constituting such reduction, whichever was or is greater, shall be considered an assignment of this Lease to whic I h Lessor may withhold its consent. "Net Worth 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 Lessor's option, be a Default curable after notice pe, 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 noncurable Breach, Lessor may either: (I) terminate this Lease, or (11) upon 30 days written notice, increase the monthly Base Reit 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 PAGE 10 OF 18 01999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM INITIALS Lessee shall be subject to similar adjustment to 110% of the price previously in effect, and (4) all fixed and non-fixed rental adjust 'ents scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. I (a) Lessee's remedy for any breach of Paragraph 12.1 by Lessor shall be limited to compensatory damages a dlor Injunctive relief. (1) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, I e. 20 square feet or less, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. 12.2 Terms and Conditions Applicable to Assignment and Subletting_ (a) Regardless of Lessor's consent, no assignment or subletting shall: (I) be effective without the express written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (fl) release 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 'a pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance of Rent or performance shall constitute a waiver or estoppel of Lessors right to exercise its remedies for Lessee's Default or Breach. mi (c) Lessor's consent to any assignment or subletting shall not constitute a consent to any subsequent assign ant 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 remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor, (a) Each request for consent to an assignment or subletting shall be in writing, accompanied by informal relevant to Lessors determination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, incl6ding but not limited to the intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessor's considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36) (f) Any assignee of, or sublessee, under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and every term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease to which Lessor has specifically conserted to in writing. (g) Lessor's consent to any assignment or subletting shall not transfer to the assignee or sublessee any Cption granted to the original Lessee by this Lease unless such transfer is specifically consented to by Lessor in writing. (See Paragraph 39,2) 12,3 Additional Terms and Conditions Applicable to Subletting. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outs anding obligations any such excess shall be refunded to Lessee, Lessor shall not, by reason of the foregoing or any assignment of such sublease nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee's obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn to Lessor, in w iich 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 s ch sublease; provided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or fdr any prior Defaults or Breaches of such sublessor, (c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of Less r. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lessors prior written consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall halve the right to cure the Default of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. 13. Default; Breach; Remedies. 13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following efaults, and the failure of Lessee to cure such Default within any applicable grace period: r (a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days following written notice to Lessee, THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a pe'riod of 3 business days following written notice to Lessee. (d) The failure by Lessee to provide (I) reasonable written evidence of compliance with Applicable Requir J Lents, (11) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate or financial statements, (v) a requested subordination, (vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under Paragraph 41, (iii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of f this Lease, where any such failure continues for a period of 10 days following written notice to Lessee, I (a) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted opted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.11(a), (b) or (c), above, where such Default continues for a period of 30 days after written r� I PAGE 11 OF IS 11WJ i ti s INITIALS @11999 - Al R COMMERCIAL R EAL ESTATE ASSOCIATION FOR 2-9113E notice: provided, however, that if the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then it shall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion. (f) The occurrence of any of the following events. (i) the making,of any general arrangement or assignment for the benefit of creditors; III) becoming a "debtor" as defined in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petitioh filed against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee's assets located at the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially Jae. (h) If the performance of Lessee's obligations under this Lease is guaranteed: (1) the death of a Guarantor, '(I!) the termination of a Guarantors liability with respect to this Lease other than in accordance with the terms of such guaranty, (ill) a Guarantor's becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantor's breach of its guaranty obligalticn on an anticipatory basis, and Lessee's failure, within 60 days following written notice of any such event, to provide written alternative assurance or, security, which, when coupled with the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. 13.2 Remedies., If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee's behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay to Lessor an ount equal to 115% of r , 5r, the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event d :,i ,Lessor may, with or without further notice or demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have a on of such Breach: (a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lee . e she terminate and Lessee shall immediately surrender possession to Lessor, In such event Lessor shall be entitled to recover from Lessee: (I) the npaid Rent which had been earned at the time of termination; (H) the worth at the time of award of the amount by which the unpaid rent which would Lve been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; oided; (III) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided: and (1v) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result t erefrom, including but not limited to the cost of recovering possession of the Premises, expenses of reletting, Including necessary renovation and alteration of the Premises, reasonable attorneys' fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence) shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor t - o mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. If termination of this Lease is obtained through the provisional remedy of unlawful detainer} Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay refit or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1 - In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cur I e the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations- Acts of maintenance, efforts to reet, and/or the appointment of a receiver #o protect the Lessors interests, shall not constitute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Les'see from liability under any indemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee's occupancy ncy of the Premises. 13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the giving or pa} ing 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 fare hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's full and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by ILessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the time of such acceptance. 1 13.4 Late, Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent shall not I be received by Lessor within 5 days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights! and remedies granted hereunder, In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance, 13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31 st day after it was due. The interest ("Interest") charged shall be computed at the rate of 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. 13.6 Breach by Lessor. (a) Notice of Breach. Lessor shall not be deemed In breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been fumished Lessee In writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that If the nature of Lessors obligation Is such that more than 30 days are PAGE 12 OF 18 IN TI LS INITIALS Q1999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM .2-9113E reasonably required for its performance, then Lessor shall not be in breach if performance is commenced within such 30 dad period and thereafter diligently pursued to completion. (b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days after receipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offs I 9t shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor. 1 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 lauthority takes title or possession, whichever first occurs. If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee's Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part t I ken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocallion expenses, loss of business goodwill and/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility installations made to the Premises by Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not termiTted by reason of the Condemnation, Lessor shall 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 1.10 above, and unless � essor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and located within the Project, (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, whether by agreement or operation f an escalation clause herein, then, Lessor shall play Brokers a fee in accordance with the fee schedule of the Brokers In effect at the time the Lease wal executed. 15.2 Assumption of Obligations. Any buyer or transferee of Lessors 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 A0, 15, 22 and 31. If Lessor fall's to pay 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 Brokermay send written notice to Lessor and Lessee of such failure and If Uessorfalls 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 to 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 brokerage fee owed. 1 15,3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and t t the other that it a an 'o -. n has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and r htT 9 one 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 which 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 costs, expenses, attorneys' fees r8asonably 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 published by the AIRCommercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party. (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day perio the Requesting Party may execute an Estoppel Certificate stating that: (I) the Lease is in full force and effect without modification except as may pe represented by the Requesting Party, (I!) there are no uncured defaults in the Requesting Party's performance, and (111) 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 Esb�pel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee ackrio ledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the Lessee fail to execute and/or deliver a requesH Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease, The Parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to provide the Est6ppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder, (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantirs shall within 10 days after written notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth. 17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the time in questio of the fee title to the Premises, or, if this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in Gash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect tc the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants In this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined, 18, Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof. 19, Days, Unless otherwise specifically indicated to the contrary, the word "days' as used in this Lease shall mean and refer to calendar days, 20, Limitation on Liability. The obligations of Lessor under this Lease shall not constitute personal obligations of :Lessor or its partners, PAGE 13 OF 18 IAl R INITIALS 01999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-1.2-9113E members, directors, officers or shareholders, and Lessee shall look to the Project, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lassoes partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction, 21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. 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. Brokers have no responsibility with I respect thereto or with respect to any default or breach hereof by either Party. 23. Notices. 23.1 Notice Requirements. All notices required or permitted by this Lease or applicable law shall be In writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The address6s noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by written notice' to the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall constitute Lessee's) 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 ti e me hereafter designate in writing. 23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given I on the date of delivery shown on the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deem d given 72 hours after the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail of overnight courier that guarantees next day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices I ansmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt (confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed � received on the next business day. 1 24. Waivers. (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by Less 'e shall e 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 1�her term, covenant or condition hereof, Lessors consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of �Iessors 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 p ovisions of this Lease requiring such consent, (b) The acceptance or Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. 1i y payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee In connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment. I (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE ExTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE. 25. 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 acknowledge 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 performance of the agents duties. b. A duty of honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent materially affectinghe 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 Information obtained from the other Party which does not involve the affirmative duties set forth above. (ii) Lessee's Arent. An agent can agree to act as agent for the Lessee only. In these sltuattons, 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 frord, 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. JL!bLLgAsee and the Lessor: a. Diligent exercise of reasonable skills and care in performance 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 vaig I a 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 information 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 acrd consent of both the Lessor 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 duty of utmost care, integrity, honesty and loyalty in the dealings with either Lesser or the Lessee. b. Other duties to the Lessor and the Lessee as stated above in subparagraphs (I) or (11), 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 their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate- If legal or tax advise is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any default or breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be brought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys' fees), of any Broker with respect to any such lawsuit and/or legal proceeding 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 "Confidential" any communication or linformattin given Brokers that is considered by such Party to be confidential, I 01999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION INITIALS FORM 0FG- 2-9113E 26, No Right To Holdover, Lessee has no right to retain possession of the Premises or any par', thereof beyond the expiation or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing 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 emulative 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 tides are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the Parties, but rather according to its fair meaning as a whole, as if both Parties had prepared it, 1 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 Le se shall be initiated in the county in which the Premises are located. 30. Subordination; Attornment; Non-Disturbance. 30,1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, "Security DeviceI% now or hereafter placed upon the Premises, t7, any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any under Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease, Any Lender may elect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving 4itton notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such Security Device, notwithstanding the relative date!s of the documentation or recordation thereof. 30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (I) Lessee shall, subject to the non-disturbance provisi8ns of Paragraph 30.3, attom to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between (Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessor's obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner, 30.3 Non - Disturbance. With respect to Security Devices entered into by Lessor after the execution Of1 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 an� options to extend the term hereof, will not be disturbed so long as Lessee Is not in Breach hereof and attoms to the record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provi� e the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, directly contact Lender and attempt to negotiate for the axe ution and delivery of a Non-Disturbance Agreement. 30.4 Self - Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of thel Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attomment and/or Non-Disturbance Agreement provided for herein. 31. Attomeys'Fees. If any Party or Broker brings an action or proceeding involving the Premises whether founded In tort, contractor equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' fees. Such fees may be awarded In the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limitation, a Party or Broker who substantially obtaips or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense, The attorneys' fees award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys' fees reasonably incurred. In addition, Lessor shall be entitled to attorneys' fees, costs and expenses incurred in the preparation aT d service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach 0200 is a reasonable minimum per occurrence for such services and consultation). 32. Lessor's Access; Showing Premises; Repairs, Lessor and Lessor's agents shall have the right to enter the Prem ses at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem neo I s$a y or desirable no and 1, the erecting, using and maintaining of utilities, ities, services, pipes and conduits through the Premises and/or other premises as .1as there is material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. 33. Auctions, Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent_ Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. 34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease" signs during L last 6 months of the term hereof. Lessor may not place any sign on the exterior of the Building that covers any of the windows of the Premises, Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor's prior written consent. All signs must comply with all Applicable Requirements. 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminatelany sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessors failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have such event constitute the termination of such interest. 36. Consents, Except as otherwise provided herein, wherever In this Lease the consent of a Party is required to an act t y or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' fees) incurred In the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use Of 2 Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessors consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or 8 ach, except as may be PAGE 15OF18 (4 �vv 1141TIALS INITIALS @11999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-12.9/13E otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lessor's consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent Is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 10 business days following such request, 37. Guarantor, 37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. 37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of the guaranty, including the authority of the party signing on Guarantor'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 • rovlsions on Lessee's part to be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises dur ng the term hereof. 39, Options. If Lessee is granted any Option, as defined below, then the following provisions shall apply. i 39.1 Definition. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premis els or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor. 39.2 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 and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the event that Lessee has any multiple Options to extend or renew this Lease, a k ter Option cannot be exercised unless the prior Options have been validly exercised. 39.4 Effect of Default on Options. (a) Lessee shall have no right to exercise an Option: (I) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (4) during the period of time any Rent is unpaid (without regard to whether notice thereofil is given Lessee), (III) during the time Lessee is in Breach of this Lease, or (iv) in the event 'hat Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. I (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason d f Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a), I (c) An Option shall terminate and be of no further force or effect, notwithstanding Lessee's due and timely ex rclse of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (I) Lessee fails to pay Rent for a period of 30 days after such Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibiliiy for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. In the event, however, that Lessor should elect to provide security services, then the cost thereof shall be an Operating Expense. 41. Reservations. (a) Lessor reserves the right: (I) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (!I) to cause the recordation of parcel maps and restrictions, (III) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or title of the Building or Project upon at least 90 days prior written notice; provide and install' at Lessee's expense, Building standard graphics on the door of the Premises and such portions of the Common Areas as Lessor shall reasonably dee appropriate; grant to any lessee the exclusive right to conduct any business as long as such exclusive right does not conflict with any rights expressly given herein; and to place such signs, notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of the Building or the Project or on signs in the Common Areas. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rightli, The obstruction of Lessee's view, air, or light by any structure erected in the vicinity of the Building, whether by Lessor or third parties, shall in no way affect this Lease or impose any liability upon Lessor. (b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building Or Project. Lessor must provide at least 45 days prior written notice of such move, and the new space must contain improvements of comparable quality to I e contained within the Premises. Lessor shall pay the reasonable out of pocket costs that Lessee Incurs with regard to such relocation, including the expenses of moving and necessary stationary revision costs. In no event, however, shall Lessor be required to pay an amount in excess of two months Ba'se Rent. Lessee may not be relocated more than once during the term of this Lease. I (c) Lessee shall not. (1) use a representation (photographic or otherwise) of the Building or Project or their name(s) in connection with Lessee's business; or (ii) suffer or permit anyone, except in emergency, to go upon the roof of the Building, 42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "u� cler 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 Irecovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest' within 6 months shall be deemed to have waived its right to protest such payment. 43. Authority; Multiple Parties; Execution (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each Individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf, Each Party shall, within 30 days after request, deliver to the other Party satisfactory evidence Of Such authority_ (b) if this Lease is executed by more than one person or entity as 'Lessee", each such person or en ity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. I PAGE 16 OF 18 IN Ti S INITIALS 01999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM Orvi- 12-9113E 44. Conflict. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shaall be controlled by the typewritten or handwritten provisions. 45. Offer. Preparation of this Lease by either party or their agent and submission of same to the other Party shall not be diemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. 46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable nonmonetary modifications to this Lease as may be reasonably required by a Lender in connection with the obtaining of normal financing or refinancing of the Premises. 47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT. 48. Arbitration of Disputes. An Addendum requiring the Arbitration of all disputes between the Parties and/or Brokers ar'sing out of this Lease ID is 2 is not attached to this Lease. 49, Accessibility; Americans with Disabilities Act_ (a) The Premises: © have not undergone an inspection by a Certified Access Specialist (CASp), Q 'nave undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises met all applicable construction- related accessibility standards pursuant to California Civil Code §55.51 et seq. 0 have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction- related accessibility standards pursuant to California Civil Code §55.51 at seq. (b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessees 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 ag lees to make any such necessary modifications and/or additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO, THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES. I ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: I . SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE. WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LSE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. Executed at: 5 al Beach, CA I Executed at: On: On: By LESSOR: The City of Seal Beach By: Name rinod:t�i'll Ingram Titte: City Manager By: Name Printed: Title: Address:211 8th Street Seal Beach, CA 90740 Telephone:(562) 431 -2527 Facsim11 562) 493 -9857 IN M 11't`,r 19 PAGE 17 OF 18 By LESSEE: Peter F. Frazier Name Printed: peter F. Frazier Title: By: Name Printed: Title: Address:206 7th Street Seal Beach, CA 9074.0 Telephone:( ) Facsimile:(—) Emaii:pfrazier @orbitintl.com Ernai: Q1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG- 1!2 -9113E INITIALS LESSOR'S BROKER: PacificiXiest Asset Management Corporation Attn: Jim Go'l-ses Address; P.O. Box 19068 Irvine, CA 92623 Telephone:(7 14) 315 --3405 Facsimile:(—) Email:jgotses@cox.net Broker /Agent BRE License #: 00622023 O Federal ID No. LESSEE'S BROKER: Attn: Address: Telephone:( Facsimile:( Email: Broker/Agent BRE License #: NOTICE: These forms are often modified to meet changing requirements of law and industry needs. Always write or call to make sure you are utilizing the most current form: AIR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendaic CA 91201 Telephone No. (213) 687-8777. Fax No.: (213) 687-8616. @Copyright 1999-By AIR Commercial Real Estate Association. All rights reserved. No part of these works may be reproduced In any form without permission in writing. PAGE 18OF18 I I UTI LS INITIALS 01999 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM OFG-'2-9113E 41 scab —TL- i`�a5r 2ttoa sr Rxu�A/ il [.,-A I svr- 69sp 4C7 a6''X 13f c�'yCE AAA S-tL.-IC, SF FA4FLC, Par AAl Officir 44XL-L'kJ,b,q z CJILS6 rLg- Loos q S?1a 5F Exhibit "A"