{"id":41939,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/nevada-pacific-industrial-park-fensley-nv-industrial-real.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"nevada-pacific-industrial-park-fensley-nv-industrial-real","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/nevada-pacific-industrial-park-fensley-nv-industrial-real.html","title":{"rendered":"Nevada Pacific Industrial Park (Fensley, NV) Industrial Real Estate Lease &#8211; Panattoni Development Co. and Amazon.com Inc."},"content":{"rendered":"<pre>\n                           California Chapters of the\n\n                Society of Industrial and Office Realtors, Inc.\n\n                          INDUSTRIAL REAL ESTATE LEASE\n                            (SINGLE-TENANT FACILITY)\n\n\nARTICLE ONE: BASIC TERMS\n\nThis Article One contains the Basic Terms of this Lease between the Landlord \nand Tenant named below. Other Articles, Sections and Paragraphs of the Lease \nreferred to in this Article One explain and define the Basic Terms and are to \nbe read in conjunction with the Basic Terms.\n\n\nSection 1.01. DATE OF LEASE:         December 14, 1998\n                            ---------------------------------------------------\n\nSection 1.02. LANDLORD (include legal entity):  Panattoni Development Company, \n                                                 or Assignee\n                                             ----------------------------------\nAddress of Landlord:                           8401 Jackson Road\n                    -----------------------------------------------------------\n                                               Sacramento, CA 95826\n-------------------------------------------------------------------------------\n\nSection 1.03. TENANT (include legal entity):   Amazon.com, Inc.\n                                             ----------------------------------\nAddress of Tenant:                             1516 Second Avenue\n                                               Seattle, WA 98101\n                  -------------------------------------------------------------\n                                               ATTN: General Counsel\n-------------------------------------------------------------------------------\n\nSection 1.04. PROPERTY: (include street address, approximate square footage and \ndescription) An approximately 322,560 square foot facility located on a 35 acre \nparcel at 1600 East Newlands Drive in the Nevada Pacific Industrial Park in \nFernley, Nevada. A legal description of the property has been attached as \nExhibit \"A\"\n\nSection 1.05. LEASE TERM: 10 years 0 months beginning on (see paragraph 3 of \nthe addendum) or such other date as is specified in this Lease, and ending on \n(see paragraph 3 of the addendum)\n\nSection 1.06. PERMITTED USES: (See Article Five) warehouse, distribution, office\nand other such uses as permitted by code and applicable state and local \nregulations\n\nSection 1.07. TENANT'S GUARANTOR: (If none, so state) None\n                                                     ------\n\nSection 1.08. BROKERS: (See Article Fourteen) (If none, so state)\nLandlord's Broker: Wilma Warshak - Colliers International\nTenant's Broker:   Wilma Warshak - Colliers International and Commercial \n                   Properties of Nevada, Inc.\n\nSection 1.09. COMMISSION PAYABLE TO LANDLORD'S BROKER: (See Article Fourteen) \n                                                       $ per separate agreement\n                                                       ------------------------\n\nSection 1.10. INITIAL SECURITY DEPOSIT: (See Section 3.03)\n                                        $ See Addendum to Lease, Paragraph 2\n                                        ------------------------------------\n\nSection 1.11. VEHICLE PARKING SPACES ALLOCATED TO TENANT:  per site plan\n\nSection 1.12. RENT AND OTHER CHARGES PAYABLE BY TENANT:\n\n(a) BASE RENT: or (ii) See Addendum to Lease, Paragraph 1.  (If (ii) is \ncompleted, then (i) and Section 3.02 are inapplicable.)\n\n(b) OTHER PERIODIC PAYMENTS: (i) Real Property Taxes (See Section 4.02); (ii)\nUtilities (See Section 4.03); (iii) Insurance Premiums (See Section 4.04); (iv)\nImpounds for Insurance Premiums and Property Taxes (See Section 4.07); (v)\nMaintenance, Repairs and Alterations (See Article Six).  The monthly per square\nfoot \"triple net\" expenses are estimated to be as follows: a) property taxes -\n$.032, b) property insurance - $.005, c) maintenance - $.01, and d) property\nmanagement (1.5%) - $.006.\n\nSection 1.13. LANDLORD'S SHARE OF PROFIT ON ASSIGNMENT OR SUBLEASE: (See \nSection 9.05) Fifty percent (50%) of the Profit (the \"Landlord's share\").\n\nSection 1.14. RIDERS: The following Riders are attached to and made a part of \nthis Lease: (If none, so state) Addendum to Lease \n                                -----------------\n\n                                Exhibit A - Site Plan\/Legal Description \n                                ---------------------------------------    \n                                Hazardous Materials Rider\n                                -------------------------\n\nNOTE:  The language in this Lease is based on the SIOR Format and has been \nmodified throughout per mutual agreement of Landlord and Tenant.\n\n1\n   2\nARTICLE TWO: LEASE TERM\n\nSection 2.01. LEASE OF PROPERTY FOR LEASE TERM. Landlord leases the Property to \nTenant and tenant leases the Property from Landlord for the Lease Term. The \nLease Term is for the period stated in Section 1.05 above and shall begin and \nend on the dates specified in Section 1.05 above, unless the beginning or end \nof the Lease Term is changed under any provision of this Lease. The \n\"Commencement Date\" shall be the date specified in Section 1.05 above for the \nbeginning of the Lease Term, unless advanced or delayed under any provision of \nthis Lease.\n\nSection 2.02. DELAY IN COMMENCEMENT. SEE PARAGRAPH 3 OF THE ADDENDUM. Landlord \nshall not be liable to Tenant if Landlord does not deliver possession of the \nProperty to Tenant on the Commencement Date. Landlord's non-delivery of the \nProperty to Tenant on that date shall not affect this Lease or the obligations \nof Tenant under this Lease, except as set forth in paragraph 3 of the addendum; \nand except that the Commencement Date shall be delayed until Landlord delivers \npossession of the Property to Tenant and the Lease Term shall be extended for a \nperiod equal to the delay in delivery of possession of the Property to Tenant, \nplus the number of days necessary to end the Lease Term on the last day of a \nmonth. If delivery of possession of the Property to Tenant is delayed, Landlord \nand Tenant shall, upon such delivery, execute an amendment to this Lease \nsetting forth the actual Commencement Date and expiration date of the Lease. \nFailure to execute such amendment shall not affect the actual Commencement Date \nand expiration date of the Lease.\n\nSection 2.03. EARLY OCCUPANCY. If Tenant occupies the Property prior to the \nCommencement Date, Tenant's occupancy of the Property shall be subject to all \nof the provisions of this Lease.  Early occupancy of the Property shall not \nadvance the expiration date of this Lease. Tenant shall pay Base Rent and all \nother charges specified in this Lease for the early occupancy period.\n\nSection 2.04. HOLDING OVER. Tenant shall vacate the Property upon the \nexpiration or earlier termination of this Lease. Tenant shall reimburse \nLandlord for and indemnify Landlord against all damages which Landlord incurs \nfrom Tenant's delay in vacating the Property. If Tenant does not vacate the \nProperty upon the expiration or earlier termination of the Lease and Landlord \nthereafter accepts rent from Tenant,  Tenant's occupancy of the Property shall \nbe a \"month-to-month\" tenancy, subject to all of the terms of this Lease \napplicable to a month-to-month tenancy, except that the Base Rent then in \neffect shall be increased by Twenty-five percent (25%).\n\nARTICLE THREE: BASE RENT\n\nSection 3.01. TIME AND MANNER OF PAYMENT. Upon execution of this Lease, Tenant \nshall pay Landlord the Base Rent in the amount stated in Paragraph 1.12(a) \nabove for the first month of the Lease Term. On the first day of the second \nmonth of the Lease Term and each month thereafter, Tenant shall pay Landlord \nthe Base Rent, in advance, without offset, deduction or prior demand. The Base \nRent shall be payable at Landlord's address or at such other place as Landlord \nmay designate in writing.\n\nSection 3.02. COST OF LIVING INCREASES.  \n\nSection 3.03. SECURITY DEPOSIT; INCREASES.\n\n  (a) Upon the execution of this Lease, Tenant shall deposit with Landlord a \ncash Security Deposit in the amount set forth in Section 1.10 above. Landlord \nmay apply all or part of the Security Deposit to any unpaid rent or other \ncharges due from Tenant or to cure any other defaults of Tenant. If Landlord \nuses any part of the Security Deposit, Tenant shall restore the Security \nDeposit to its full amount within ten (10) days after Landlord's written \nrequest.  Tenants failure to do so shall be a material default under this\nLease. No interest shall be paid on the Security.\n\n\n2  \n   3\nDeposit. Landlord shall not be required to keep the Security Deposit separate\nfrom its other accounts and no trust relationship is created with respect to the\nSecurity Deposit.\n\nSection 3.04. TERMINATION; ADVANCE PAYMENTS. Upon termination of this Lease \nunder Article Seven (Damage or Destruction), Article Eight (Condemnation) or \nany other termination not resulting from Tenant's default, and after Tenant has \nvacated the Property in the manner required by this Lease, Landlord shall \nrefund or credit to Tenant (or Tenant's successor) the unused portion of the \nSecurity Deposit, any advance rent or other advance payments made by Tenant to \nLandlord, and any amounts paid for real property taxes and other reserves which \napply to any time periods after termination of the Lease.\n\nARTICLE FOUR: OTHER CHARGES PAYABLE BY TENANT\n\nSection 4.01. ADDITIONAL RENT. All charges payable by Tenant other than Base\nRent are called \"Additional Rent.\" Unless this Lease provides otherwise, Tenant\nshall pay all Additional Rent then due with the next monthly installment of Base\nRent. The term \"rent\" shall mean Base Rent and Additional Rent.\n\nSection 4.02. PROPERTY TAXES.\n\n     (a) REAL PROPERTY TAXES. Tenant shall pay all real property taxes on the \nProperty (including any fees, taxes or assessments against, or as a result of, \nany tenant improvements installed on the Property by or for the benefit of \nTenant) during the Lease Term. Subject to Paragraph 4.02(c) and Section 4.07 \nbelow, such payment shall be made at least ten (10) days prior to the \ndelinquency date of the taxes. Within such ten (10) -day period, Tenant shall \nfurnish Landlord with satisfactory evidence that the real property taxes have \nbeen paid. Landlord shall reimburse Tenant for any real property taxes paid by \nTenant covering any period of time prior to or after the Lease Term. If Tenant \nfails to pay the real property taxes when due, Landlord may pay the taxes and \nTenant shall reimburse Landlord for the amount of such tax payment as \nAdditional Rent.\n\n     (b) DEFINITION OF \"REAL PROPERTY TAX.\" \"Real property tax\" means: (i) any \nfee, license fee, license tax, business license fee, commercial rental tax, \nlevy, charge, assessment, penalty or tax imposed by any taxing authority \nagainst the Property; (ii) any tax on the Landlord's right to receive, or the \nreceipt of, rent or income from the Property or against Landlord's business of \nleasing the Property; (iii) any tax or charge for fire protection, streets, \nsidewalks, road maintenance, refuse or other services provided to the Property \nby any governmental agency; (iv) any tax imposed upon this transaction or based \nupon a re-assessment of the Property due to a change of ownership, as defined \nby applicable law, or other transfer of all or part of Landlord's interest in \nthe Property; and (v) any charge or fee replacing any tax previously included \nwithin the definition of real property tax. \"Real property tax\" does not, \nhowever, include Landlord's federal or state income, franchise, inheritance or \nestate taxes.\n\n     (c) JOINT ASSESSMENT. If the Property is not separately assessed, Landlord \nshall reasonably determine Tenant's share of the real property tax payable by \nTenant under Paragraph 4.02(a) from the assessor's worksheets or other \nreasonably available information. Tenant shall pay such share to Landlord \nwithin fifteen (15) days after receipt of Landlord's written statement.\n\n     (d) PERSONAL PROPERTY TAXES.\n\n          (i) Tenant shall pay all taxes charged against trade fixtures,\nfurnishings, equipment or any other personal property belonging to Tenant.\nTenant shall try to have personal property taxed separately from the property.\n\n          (ii) If any of Tenant's personal property is taxed with the Property,\nTenant shall pay Landlord the taxes for the personal property within fifteen\n(15) days after Tenant receives a written statement from Landlord for such\npersonal property taxes.\n\n     (c) TENANT'S RIGHT TO CONTEST TAXES. Tenant may attempt to have the \nassessed valuation of the Property reduced or may initiate proceedings to \ncontest the real property taxes. If required by law, Landlord shall join in the \nproceedings brought by Tenant. However, Tenant shall pay all costs of the \nproceedings, including any costs or fees incurred by Landlord. Upon the final \ndetermination of any proceeding or contest, Tenant shall immediately pay the \nreal property taxes due, together with all costs, charges, interest and \npenalties incidental to the proceedings. If Tenant does not pay the real \nproperty taxes when due and contests such taxes, Tenant shall not be in default \nunder this Lease for nonpayment of such taxes if Tenant deposits funds with \nLandlord or opens an interest-bearing account reasonably acceptable to Landlord \nin the joint names of Landlord and Tenant. The amount of such deposit shall be \nsufficient to pay the real property taxes plus a reasonable estimate of the \ninterest, costs, charges and penalties which may accrue if Tenant's action is \nunsuccessful, less any applicable tax impounds previously paid by Tenant to \nLandlord. The deposit shall be applied to the real property taxes due, as \ndetermined at such proceedings. The real property taxes shall be paid under \nprotest from such deposit if such payment under protest is necessary to prevent \nthe Property from being sold under a \"tax sale\" or similar enforcement \nproceeding.\n\nSection 4.03. UTILITIES. Tenant shall pay, directly to the appropriate \nsupplier, the cost of all natural gas, heat, light, power, sewer service, \ntelephone, water, refuse disposal and other utilities and services supplied to \nthe Property. However, if any services or utilities are jointly metered with \nother property, Landlord shall make a reasonable determination of Tenant's \nproportionate share of the cost of such utilities and services and Tenant shall \npay such share to Landlord within fifteen (15) days after receipt of Landlord's \nwritten statement.\n\n\n3\n   4\nSection 4.04. INSURANCE POLICIES.\n     (a) LIABILITY INSURANCE. During the Lease Term, Tenant shall maintain a \npolicy of commercial general liability insurance (sometimes known as broad form \ncomprehensive general liability insurance) insuring Tenant against liability \nfor bodily injury, property damage (including loss of use of property) and \npersonal injury arising out of the operation, use or occupancy of the Property. \nTenant shall name Landlord as an additional insured under such policy. The \ninitial amount of such insurance shall be One Million Dollars ($1,000,000) per \noccurrence and shall be subject to periodic increase (not more than once every \ntwo years) based upon inflation, increased liability awards, recommendation of \nLandlord's professional insurance advisers and other relevant factors. The \nliability insurance obtained by Tenant under this Paragraph 4.04(a) shall (i) \nbe primary and non-contributing; (ii) contain cross-liability endorsements; and \n(iii) insure Landlord against Tenant's performance under Section 5.05, if the \nmatters giving rise to the indemnity under Section 5.05 result from the \nnegligence of Tenant. The amount and coverage of such insurance shall not limit \nTenant's liability nor relieve Tenant of any other obligation under this Lease. \nLandlord may also obtain comprehensive public liability insurance in an amount \nand with coverage determined by Landlord insuring Landlord against liability \narising out of ownership, operation, use or occupancy of the Property. The \npolicy obtained by Landlord shall not be contributory and shall not provide \nprimary insurance.\n\n     (b) PROPERTY AND RENTAL INCOME INSURANCE. During the Lease Term, Landlord \nshall maintain policies of insurance covering loss of or damage to the Property\nin the full amount of its replacement value. Such policy shall contain an\nInflation Guard Endorsement and shall provide protection against all perils\nincluded within the classification of fire, extended coverage, vandalism,\nmalicious mischief, special extended perils (all risk), sprinkler leakage and\nany other perils which Landlord deems reasonably necessary. Landlord shall have\nthe right to obtain flood and earthquake insurance if required by any lender\nholding a security interest in the Property. Landlord shall not obtain insurance\nfor Tenant's fixtures or equipment or building improvements installed by Tenant\non the Property. During the Lease Term, Landlord shall also maintain a rental\nincome insurance policy, with loss payable to Landlord, in an amount equal to\none year's Base Rent, plus estimated real property taxes and insurance premiums.\nTenant shall be liable for the payment of any deductible amount under Landlord's\nor Tenant's insurance policies maintained pursuant to this Section 4.04, in an\namount not to exceed Ten Thousand Dollars ($10,000). Tenant shall not do or\npermit anything to be done which invalidates any such insurance policies.\n\n     (c) PAYMENT OF PREMIUMS. Subject to Section 4.07, Tenant shall pay all\npremiums for the insurance policies described in Paragraphs 4.04(a) and (b)\n(whether obtained by Landlord or Tenant) within fifteen (15) days after Tenant's\nreceipt of a copy of the premium statement or other evidence of the amount due,\nexcept Landlord shall pay all premiums for non-primary comprehensive public\nliability insurance which Landlord elects to obtain as provided in Paragraph\n4.04(a). If insurance policies maintained by Landlord cover improvements on real\nproperty other than the Property, Landlord shall deliver to Tenant a statement\nof the premium applicable to the Property showing in reasonable detail how\nTenant's share of the premium was computed. If the Lease Term expires before the\nexpiration of an insurance policy maintained by Landlord, Tenant shall be liable\nfor Tenant's prorated share of the insurance premiums. Before the Commencement\nDate, Tenant shall deliver to Landlord a copy of any policy of insurance which\nTenant is required to maintain under this Section 4.04. At least thirty (30)\ndays prior to the expiration of any such policy, Tenant shall deliver to\nLandlord a renewal of such policy. As an alternative to providing a policy of\ninsurance, Tenant shall have the right to provide Landlord a certificate of\ninsurance, executed by an authorized officer of the insurance company, showing\nthat the insurance which Tenant is required to maintain under this Section 4.04\nis in full force and effect and containing such other information which Landlord\nreasonably requires. Tenant shall have the right to obtain competitive bids for\nall insurance to be paid by Tenant (including any insurance obtained by\nLandlord), and Tenant shall be entitled to select the insurance provider based\non such bids. In addition, Landlord shall not acquire any insurance that has a\ndeductible in excess of Ten Thousand Dollars ($10,000) without Tenants's prior\nwritten consent.\n\n(d) GENERAL INSURANCE PROVISIONS.\n\n     (i) Any insurance which Tenant is required to maintain under this Lease \nshall include a provision which requires the insurance carrier to give Landlord\nnot less than thirty (30) days' written notice prior to any cancellation or \nmodification of such coverage.\n     (ii) If Tenant fails to deliver any policy, certificate or renewal to \nLandlord required under this Lease within the prescribed time period or if any \nsuch policy is canceled or modified during the Lease Term without Landlord's \nconsent, Landlord may obtain such insurance, in which case Tenant shall \nreimburse Landlord for the cost of such insurance within fifteen (15) days \nafter receipt of a statement that indicates the cost of such insurance.\n     (iii) Tenant shall maintain all insurance required under this Lease with \ncompanies holding a \"General Policy Rating\" of A-12 or better, as set forth in \nthe most current issue of \"Best Key Rating Guide\". Landlord and Tenant \nacknowledge the insurance markets are rapidly changing and that insurance in \nthe form and amounts described in this Section 4.04 may not be available in the\nfuture. Tenant acknowledges that the insurance described in this Section 4.04 \nis for the primary benefit of Landlord. If at any time during the Lease Term, \nTenant is unable to maintain the insurance required under the Lease, Tenant \nshall nevertheless maintain insurance coverage which is customary and \ncommercially reasonable in the insurance industry for Tenant's type of \nbusiness, as that coverage may change from time to time. Landlord makes no \nrepresentation as to the adequacy of such insurance to protect Landlord's or \nTenant's interests. Therefore, Tenant shall obtain any such additional property \nor liability insurance which Tenant deems necessary to protect Landlord and \nTenant.\n     (iv) Unless prohibited under any applicable insurance policies maintained, \nLandlord and Tenant each hereby waive any and all rights of recovery against \nthe other, or against the officers, employees, agents or representatives of the \nother, for loss of or damage to its property or the property of others under \nits control, if such loss or damage is covered by any insurance policy in force \n(whether or not described in this Lease) at the time of\n\n\n\n\n4\n   5\nsuch loss or damage. Upon obtaining the required policies of insurance, Landlord\nand Tenant shall give notice to the insurance carriers of this mutual waiver of\nsubrogation.\n\nSection 4.05.  LATE CHARGES.  Tenant's failure to pay rent promptly may cause\nLandlord to incur unanticipated costs. The exact amount of such costs are\nimpractical or extremely difficult to ascertain. Such costs may include, but are\nnot limited to, processing and accounting charges and late charges which may be\nimposed on Landlord by any ground lease, mortgage or trust deed encumbering the\nProperty. Therefore, if Landlord does not receive any rent payment within ten\n(10) days after written notice from Landlord that such payment is overdue,\nTenant shall pay Landlord a late charge equal to five percent (5%) of the\noverdue amount and remit the overdue amount within three (3) business days. The\nparties agree that such late charge represents a fair and reasonable estimate of\nthe costs Landlord will incur by reason of such late payment.\n\nSection 4.06.  INTEREST ON PAST DUE OBLIGATIONS.  Any amount owed by Tenant to\nLandlord which is not paid after written notice from Landlord that such payment\nis overdue shall bear interest at the rate of fifteen percent (15%) per annum\nfrom the due date of such amount. However, interest shall not be payable on late\ncharges to be paid by Tenant under this Lease. The payment of interest on such\namounts shall not excuse or cure any default by Tenant under this Lease. If the\ninterest rate specified in this Lease is higher than the rate permitted by law,\nthe interest rate is hereby decreased to the maximum legal interest rate\npermitted by law.\n\nARTICLE FIVE: USE OF PROPERTY\n\nSection 5.01.  PERMITTED USES.  Tenant may use the Property only for the\nPermitted Uses set forth in Section 1.06 above.\n\nSection 5.02.  MANNER OF USE.  Tenant shall not cause or permit the Property to\nbe used in any way which constitutes a violation of any law, ordinance, or\ngovernmental regulation or order, which annoys or interferes with the rights of\nother tenants of Landlord, or which constitutes a nuisance or waste. Tenant\nshall obtain any pay for all permits, including a Certificate of Occupancy,\nrequired for Tenant's occupancy of the Property and shall promptly take all\nactions necessary to comply with all applicable statutes, ordinances, rules,\nregulations, orders and requirements regulating the use by Tenant of the\nProperty, including the Occupational Safety and Health Act.\n\n                       SEE ADDENDUM TO LEASE, PARAGRAPH 4\n\nSection 5.03.  HAZARDOUS MATERIALS.  As used in this Lease, the term \"Hazardous\nMaterial\" means any flammable items, explosives, radioactive materials,\nhazardous or toxic substances, material or waste or related materials, including\nany substances defined as or included in the definition of \"hazardous\nsubstances\", \"hazardous wastes\", \"hazardous materials\" or \"toxic substances\" now\nor subsequently regulated under any applicable federal, state or local laws or\nregulations, including without limitation petroleum-based products, paints,\nsolvents, lead, cyanide, DDT, printing inks, acids, pesticides, ammonia\ncompounds and other chemical products, asbestos, PCBs and similar compounds, and\nincluding any different products and materials which are subsequently found to\nhave adverse effects on the environment or the health and safety of persons.\nTenant shall not cause or permit any Hazardous Material to be generated,\nproduced, brought upon, used, stored, treated or disposed of in or about the\nProperty by Tenant, its agents, employees, contractors, subleasees or invitees\nwithout the prior written consent of Landlord. Landlord shall be entitled to\ntake into account such other factors or facts as Landlord may reasonably\ndetermine to be relevant in determining whether to grant or withhold consent to\nTenant's proposed activity with respect to Hazardous Material. In no event,\nhowever, shall Landlord be required to consent to the installation or use of any\nstorage tanks on the Property. Notwithstanding anything to the contrary\ncontained in this Lease, Landlord acknowledges that Tenant will be operating a\ndistribution and warehouse facility at the Property, and Tenant shall be\nentitled to bring upon, use and store on and in the Property normal amounts of\nHazardous Materials (including, but not limited to, fuel for forklift trucks,\ncleaning compounds and other products used in the normal course of Tenants\nbusiness) without Landlord's prior consent provided that Tenant shall use all\nsuch Hazardous Materials in compliance with all applicable laws.\n\nSection 5.04.  SIGNS AND AUCTIONS.  Tenant shall not place any signs on the\nProperty without Landlord's prior written consent. Tenant shall not conduct or\npermit any auctions or sheriff's sales at the Property.\n\nSection 5.05.  INDEMNITY.  Tenant shall indemnify Landlord against and hold\nLandlord harmless from any and all costs, claims or liability arising from: (a)\nTenant's use of the Property; (b) the conduct of Tenant's business or anything\nelse done or permitted by Tenant to be done in or about the Property, including\nany contamination of the Property or any other property resulting from the\npresence or use of Hazardous Material caused or permitted by Tenant; (c) any\nbreach or default in the performance of Tenant's obligations under this Lease;\n(d) any misrepresentation or breach of warranty by Tenant under this Lease; or\n(e) other acts or omissions of Tenant.\n\n\n5\n\n   6\nTenant shall defend Landlord against any such cost, claim or liability at\nTenant's expense with counsel reasonably acceptable to Landlord or, at\nLandlord's election, Tenant shall reimburse Landlord for any legal fees or costs\nincurred by Landlord in connection with any such claim (but Landlord shall not\nsettle any claim without Tenant's written consent, which shall not be\nunreasonably withheld). As a material part of the consideration to Landlord,\nTenant assumes all risk of damage to property or injury to persons in or about\nthe Property arising from any cause, and Tenant hereby waives all claims in\nrespect thereof against Landlord, except for any claim arising out of Landlord's\nnegligence or willful misconduct. As used in this Section, the term \"Tenant\"\nshall include Tenant's employees, agents, contractors and invitees, if\napplicable.\n\nSection 5.06. LANDLORD'S ACCESS. Landlord or its agents may enter the Property\nat all times reasonable for Tenant's business to show the Property to potential\nbuyers, investors or tenants, or to inspect and conduct tests in order to\nmonitor Tenant's compliance with all applicable environmental laws and all laws\ngoverning the presence and use of Hazardous Material. Landlord shall give Tenant\nprior notice of such entry, except in the case of an emergency. Landlord may\nplace customary \"For Sale\" or \"For Lease\" signs on the Property. Any such access\nby Landlord or its agents pursuant to this section, or otherwise, shall only be\npermitted in accordance with the following:\n\n         (a)      Landlord shall give Tenant reasonable prior notice of any\n                  desired access (at least one business day in advance, except\n                  in case of emergency);\n\n         (b)      Any such access shall be strictly in accordance with such \n                  security and confidentiality requirements as Tenant may \n                  require (including, without limitation the requirement that\n                  any person having access be escorted by an employee of Tenant\n                  and that any such person sign nondisclosure and \n                  confidentiality agreements acceptable to Tenant).\n\nSection 5.07. QUIET POSSESSION. If Tenant pays the rent and complies with all\nother terms of this Lease, Tenant may occupy and enjoy the Property for the full\nLease Term, subject to the provisions of this Lease.\n\nARTICLE SIX: CONDITION OF PROPERTY; MAINTENANCE, REPAIRS AND ALTERATIONS\n\nSection 6.01. EXISTING CONDITIONS. Tenant accepts the Property in its condition\nas of the Commencement Date, subject to all recorded matters, laws, ordinances,\nand governmental regulations and orders. Except as provided herein, Tenant\nacknowledges that neither Landlord nor any agent of Landlord has made any\nrepresentation as to the condition of the Property or the suitability of the\nProperty for Tenant's intended use. Tenant represents and warrants that Tenant\nhas made its own inspection of and inquiry regarding the condition of the\nProperty and is not relying on any representations of Landlord (except as set\nforth herein) or any Broker with respect thereto.\n\nSection 6.02. EXEMPTION OF LANDLORD FROM LIABILITY. Landlord shall not be liable\nfor any damage or injury to the person, business (or any loss of income\ntherefrom), goods, wares, merchandise or other property of Tenant, Tenant's\nemployees, invitees, customers or any other person in or about the Property,\nwhether such damage or injury is caused by or results from: (a) fire, steam,\nelectricity, water, gas or rain; (b) the breakage, leakage, obstruction or other\ndefects of pipes, sprinklers, wires, appliances, plumbing, air conditioning or\nlighting fixtures or any other cause; (c) conditions arising in or about the\nProperty or from other sources or places; or (d) any act or omission of any\nother tenant of Landlord. Landlord shall not be liable for any such damage or\ninjury even though the cause of or the means of repairing such damage or injury\nare not accessible to Tenant. The provisions of this Section 6.02 shall not,\nhowever, exempt Landlord from liability for Landlord's negligence or willful\nmisconduct.\n\nSection 6.03. LANDLORD'S OBLIGATIONS. Subject to the provisions of Article Seven\n(Damage or Destruction) and Article Eight (Condemnation), Landlord shall have\nabsolutely no responsibility to repair, maintain or replace any portion of the\nProperty at any time; provided, however, that Landlord shall, at its sole cost,\nbe responsible for any structural repairs or replacements, and for any\nreplacements of the roof or roof membrane, building foundations, exterior walls\nor buried utility lines outside of the building. Tenant, however, shall be\nresponsible for normal roof repairs after the initial ten (10) years of the\nLease (from the Commencement Date). Tenant waives the benefit of any present or\nfuture law, which might give Tenant the right to repair the Property at\nLandlord's expense or to terminate the Lease due to the condition of the\nProperty.\n\nSection 6.04. TENANT'S OBLIGATIONS.\n\n   (a) Except as provided in Section 6.03, Article Seven (Damage or Destruction)\nand Article Eight (Condemnation), Tenant shall keep all portions of the Property\n(including structural, nonstructural, interior, exterior, and landscaped areas,\nportions, systems and equipment) in good order, condition and repair (including\ninterior repainting and refinishing, as needed), subject to normal wear and\ntear. If any portion of the Property or any system or equipment in the Property\nwhich Tenant is obliged to repair cannot be fully repaired or restored, Tenant\nshall promptly replace such portion of the Property or system or equipment in\nthe Property, regardless of whether the benefit of such replacement extends\nbeyond the Lease Term; but if the benefit or useful life of such replacement\nextends beyond the Lease Term (as such term may be extended by exercise of any\noptions), the useful life of such replacement shall be prorated over the\nremaining portion of the Lease Term (as extended), and Tenant shall be liable\nonly for that portion of the cost which is applicable to the Lease Term (as\nextended) and shall receive a refund from Landlord for any portion after the\nLease term. Tenant shall maintain a preventive\n\n\n6\n   7\nmaintenance contract providing for the regular inspection and maintenance of the\nheating and air conditioning system by a licensed heating and air conditioning \ncontractor. If any part of the Property is damaged by any act or omission of \nTenant, Tenant shall pay Landlord the cost of repairing or replacing such \ndamaged property, whether or not Landlord would otherwise be obligated to pay \nthe cost of maintaining or repairing such property. It is the intention of \nLandlord and Tenant that at all times Tenant shall maintain the portions of the \nProperty which Tenant is obligated to maintain in an attractive, and fully \noperative condition subject to normal wear and tear.\n\n     (b)  Tenant shall fulfill all of Tenant's obligations under this Section \n6.04 at Tenant's sole expense. If Tenant fails to maintain, repair or replace \nthe Property as required by this Section 6.04, within thirty (30) days after \nwritten notice from Landlord, Landlord may, upon ten (10) days' prior written \nnotice to Tenant (except that no notice shall be required in the case of an \nemergency), enter the Property and perform such maintenance or repair \n(including replacement, as needed) on behalf of Tenant. In such case, Tenant \nshall reimburse Landlord for all reasonable costs incurred in performing such \nmaintenance or repair immediately upon demand.\n\nSection 6.05.  ALTERATIONS, ADDITIONS, AND IMPROVEMENTS.\n\n     (a)  Tenant shall not make any alterations, additions, or improvements to \nthe Property without Landlord's prior written consent, (which consent shall not \nbe unreasonably withheld) except for non-structural alterations and \nmiscellaneous cabling (data, phone, etc.) which do not adversely affect the \nbuilding systems and which are not visible from the outside of any building of \nwhich the Property is part. Tenant shall promptly remove any alterations, \nadditions, or improvements constructed in violation of this Paragraph 6.05(a) \nupon Landlord's written request. All alterations, additions, and improvements \nshall be done in a good and workmanlike manner, in conformity with all \napplicable laws and regulations, and by a contractor approved by Landlord. Upon \ncompletion of any such work, Tenant shall provide Landlord with \"as built\" \nplans, copies of all construction contracts, and proof of payment for all labor \nand materials.\n\n     (b)  Tenant shall pay when due all claims for labor and material furnished \nto the Property. Tenant shall give Landlord at least twenty (20) days' prior \nwritten notice of the commencement of any work on the Property, regardless of \nwhether Landlord's consent to such work is required. Landlord may elect to \nrecord and post notices of non-responsibility on the Property.\n\nSection 6.06.  CONDITION UPON TERMINATION. Upon the termination of the Lease, \nTenant shall surrender the Property to Landlord, broom clean and in the same \ncondition as received (with such alterations as Landlord shall have approved, \nif approval is required or for which approval was not required) except for \nordinary wear and tear which Tenant was not otherwise obligated to remedy under \nany provision of this Lease. However, Tenant shall not be obligated to repair \nany damage which Landlord is required to repair under Article Seven (Damage or \nDestruction). In addition, Landlord may, if Landlord so notifies Tenant at the \ntime of granting initial consent, require Tenant to remove any alternations, \nadditions or improvements (whether or not made with Landlord's consent) prior \nto the expiration of the Lease and to restore the Property to its prior \ncondition, all at Tenant's expense. All alterations, additions and improvements \nwhich Tenant does not remove shall become Landlord's property and shall be \nsurrendered to Landlord upon the expiration or earlier termination of the Lease,\nexcept that Tenant may remove any of Tenant's machinery, trade fixtures, or \nequipment which can be removed without material damage to the Property. Tenant \nshall repair, at Tenant's expense, any damage to the Property caused by the \nremoval of any such machinery, trade fixtures, or equipment. In no event, \nhowever, shall Tenant remove any of the following materials or equipment (which \nshall be deemed Landlord's property) with Landlord's prior written consent: \nlighting or lighting fixtures; wall coverings; drapes, blinds or other window \ncoverings; carpets or other floor coverings; heaters, air conditioners or any \nother heating or air conditioning equipment; fencing or security gates.\n\nARTICLE SEVEN: DAMAGE OR DESTRUCTION\n\nSection 7.01    PARTIAL DAMAGE TO PROPERTY.\n\n     (a)  Tenant shall notify Landlord in writing immediately upon the \noccurrence of any damage to the Property. If the Property is only partially \ndamaged (i.e., less than fifty percent (50%) of the Property is untenantable as \na result of such damage or less than fifty percent (50%) of Tenant's operations \nare materially impaired) and if the proceeds received by Landlord from the \ninsurance policies described in Paragraph 4.04(b) are sufficient to pay for the \nnecessary repairs, this Lease shall remain in effect and Landlord shall repair \nthe damage as soon as reasonably possible. Landlord may elect (but is not \nrequired) to repair any damage to Tenant's fixtures, equipment, or improvements.\n\n     (b)  If the insurance proceeds received by Landlord are not sufficient to \npay the entire costs of repair, or if the cause of the damage is not covered by \nthe insurance policies which Landlord maintains under Paragraph 4.04(b) Landlord\nmay elect either to (i) repair the damage as soon as reasonably possible, in \nwhich case this Lease shall remain in full force and effect, or (ii) terminate \nthis Lease as of the date the damage occurred. Landlord shall notify Tenant \nwithin twenty (20) business days after receipt of notice of the occurrence of \nthe damage whether Landlord elects to repair the damage or terminate the Lease. \nIf Landlord elects to repair the damage, Tenant shall pay Landlord the \n\"deductible amount\" (if any) under Landlord's insurance policies and, if the \ndamage was due to an act or omission of Tenant, or Tenant's employees, agents, \ncontractors or invitees, the difference between the actual cost of repair and \nany insurance proceeds received by Landlord. If Landlord elects to terminate \nthis Lease, Tenant may elect to continue this Lease in full force and effect, \nin which case Tenant shall repair any damage to the Property and any building \nin which the Property is located. Tenant shall pay the cost of such repairs, \nexcept that upon satisfactory completion of such repairs, Landlord shall deliver\nto Tenant any insurance proceeds received by\n\n\n7\n   8\nLandlord for the damage repaired by Tenant. Tenant shall give Landlord written \nnotice of such election within (10) days after receiving Landlord's termination \nnotice.\n\n      (c) If the damage to the Property occurs during the last twelve (12) \nmonths of the Lease Term and such damage will require more than sixty (60) days \nto repair, and Tenant has not elected to re-new this Lease, either Landlord or \nTenant may elect to terminate this Lease as of the date damage occurred, \nregardless of the sufficiency of any insurance proceeds. The party electing to \nterminate this Lease shall give written notification to the other party of such \nelection within twenty (20) days after Tenant's notice to Landlord of the \noccurrence of the damage.\n\nSection 7.02. SUBSTANTIAL OR TOTAL DESTRUCTION. If the Property is \nsubstantially or totally destroyed by any cause whatsoever (i.e., the damage to \nthe Property is greater than partial damage as described in Section 7.01), and \nregardless of whether Landlord receives any insurance proceeds, this Lease \nshall terminate as of the date the destruction occurred. Notwithstanding the \npreceding sentence, if the Property can be rebuilt within six (6) months after \nthe date of destruction, Landlord may elect to rebuild the Property at \nLandlord's own expense, in which case this Lease shall remain in full force and \neffect. Landlord shall notify Tenant of such election within twenty (20) \nbusiness days after Tenant's notice of the occurrence of total or substantial \ndestruction. If Landlord so elects, Landlord shall rebuild the Property at \nLandlord's sole expense, except that if the destruction was caused by an act or \nomission of Tenant, Tenant shall pay Landlord the difference between the actual \ncost of rebuilding and any insurance proceeds received by Landlord.\n\nSection 7.03. TEMPORARY REDUCTION OF RENT. If the Property is destroyed or \ndamaged and Landlord or Tenant repairs or restores the Property pursuant to the \nprovisions of this Article Seven, any rent payable during the period of such \ndamage, repair and\/or restoration shall be reduced according to the degree, if \nany, to which Tenant's use of the Property is impaired. Except for such \npossible reduction in Base Rent, insurance premiums and real property taxes, \nTenant shall not be entitled to any compensation, reduction, or reimbursement \nfrom Landlord as a result of any damage, destruction, repair, or restoration of \nor to the Property.\n\nSection 7.04. WAIVER. Tenant waives the protection of any statute, code or \njudicial decision which grants a tenant the right to terminate a lease in the \nevent of the substantial or total destruction of the leased property. Tenant \nagrees that the provisions of Section 7.02 above shall govern the rights and \nobligations of Landlord and Tenant in the event of any substantial or total \ndestruction to the Property.\n\nARTICLE EIGHT: CONDEMNATION\n\nIf all or any portion of the Property is taken under the power of eminent domain\nor sold under the threat of that power (all of which are called \"Condemnation\"),\nthis Lease shall terminate as to the part taken or sold on the date the\ncondemning authority takes title or possession, whichever occurs first. If more\nthan twenty percent (20%) of the floor area of the building in which the\nProperty is located, or which is located on the Property, is taken, either\nLandlord or Tenant may terminate this Lease as of the date the condemning\nauthority takes title or possession, by delivering written notice to the other\nwithin ten (10) days after receipt of written notice of such taking (or in the\nabsence of such notice, within ten (10) days after the condemning authority\ntakes title or possession). However, Landlord shall not be entitled to terminate\nthis Lease if Tenant certifies that the Property is still usable for Tenant's\nbusiness. If neither Landlord nor Tenant terminates this Lease, this Lease shall\nremain in effect as to the portion of the Property not taken, except that the\nBase Rent and Additional Rent shall be reduced in proportion to the reduction in\nthe floor area of the Property. Any Condemnation award or payment shall be\ndistributed in the following order: (a) first, to any ground lessor, mortgagee\nor beneficiary under a deed of trust encumbering the Property, the amount of its\ninterest in the Property; (b) second, to Tenant, only the amount of any award\nspecifically designated for loss of or damage to Tenant's trade fixtures or\nremovable personal property; and (c) third, to Landlord, the remainder of such\naward, whether as compensation for reduction in the value of the leasehold, the\ntaking of the fee, or otherwise. If this Lease is not terminated, Landlord shall\nrepair any damage to the Property caused by the Condemnation, except that\nLandlord shall not be obligated to repair any damage for which Tenant has been\nreimbursed by the condemning authority. If the severance damages received by\nLandlord are not sufficient to pay for such repair, Landlord shall have the\nright to either terminate this Lease (if Tenant does not pay the difference) or\nmake such repair at Landlord's expense.\n\nARTICLE NINE: ASSIGNMENT AND SUBLETTING\n\nSection 9.01. LANDLORD'S CONSENT REQUIRED. No portion of the Property or of\nTenant's interest in this Lease may be acquired by any other person or entity,\nwhether by sale, assignment, mortgage, sublease, transfer, operation of law, or\nact of tenant, without Landlord's prior written consent as provided in Section\n9.02 below. Landlord has the right to grant or reasonably withhold its consent\nas provided in Section 9.05 below.  Any attempted transfer without consent shall\nbe void and shall constitute a non-curable breach of this Lease. Landlord\nacknowledges that Tenant is a publicly traded corporation, and Landlord agrees\nthat the transfer of any stock in Tenant (whether or not a controlling interest)\nshall not require Landlord's prior consent.\n\nSection 9.02. TENANT AFFILIATE. Tenant may assign this Lease or sublease the \nProperty, without Landlord's consent, to any corporation or other entity which \ncontrols, is controlled by or is under common control with Tenant, or to\n\n\n8\n   9\nany corporation or other entity resulting from the merger of or consolidation\nwith Tenant (\"Tenant's Affiliate\"). In such case, any Tenant's Affiliate shall\nassume in writing all of Tenant's obligations under this Lease. The Tenant may\nalso assign this Lease to any entity that acquires all or, substantially all, of\nTenant's assets, provided that any such transferee shall assume in writing all\nof Tenant's obligations under this Lease.\n\nSection 9.03. NO RELEASE OF TENANT. No transfer permitted by this Article Nine,\nwhether with or without Landlord's consent, shall release Tenant or change\nTenant's primary liability to pay the rent and to perform all other obligations\nof Tenant under this Lease. Landlord's acceptance of rent from any other person\nis not a waiver of any provision of this Article Nine. Consent to one transfer\nis not a consent to any subsequent transfer. If Tenant's transferee defaults\nunder this Lease, Landlord may proceed directly against Tenant without pursuing\nremedies against the transferee. Landlord may consent to subsequent assignments\nor modifications of this Lease by Tenant's transferee, without notifying Tenant\nor obtaining its consent. Such action shall not relieve Tenant's liability under\nthis Lease.\n\nSection 9.04. OFFER TO TERMINATE. If Tenant desires to assign the Lease or\nsublease the Property, Tenant shall have the right to offer, in writing, to\nterminate the Lease as of a date specified in the offer. If Landlord elects in\nwriting to accept the offer to terminate within twenty (20) days after notice of\nthe offer, the Lease shall terminate as of the date specified and all the terms\nand provisions of the Lease governing termination shall apply. If Landlord does\nnot so elect, the Lease shall continue in effect until otherwise terminated and\nthe provisions of Section 9.05 with respect to any proposed transfer shall\ncontinue to apply.\n\nSection 9.05. LANDLORD'S CONSENT.\n\n     (a) Tenant's request for consent to any transfer described in Section 9.01\nshall set forth in writing the details of the proposed transfer, including the\nname, business and financial condition of the prospective transferee, financial\ndetails of the proposed transfer (e.g., the term of and the rent and security\ndeposit payable under any proposed assignment or sublease), and any other\ninformation Landlord reasonably deems relevant. Landlord shall have the right to\nwithhold consent, if reasonable, or to grant consent, based on the following\nfactors: (i) the business of the proposed assignee or subtenant and the proposed\nuse of the Property; (ii) the net worth and creditworthiness of the proposed\nassignee or subtenant; and (iii) Tenant's compliance with all of its obligations\nunder the Lease. If Landlord objects to a proposed assignment solely because of\nthe net worth and or creditworthiness of the proposed assignee, Tenant may\nnonetheless sublease (but not assign), all or a portion of the Property to the\nproposed transferee, but only on the other terms of the proposed transfer.\n\n     (b) If Tenant assigns or subleases, the following shall apply:\n\n          (i) Tenant shall pay to Landlord as Additional Rent under the Lease\nthe Landlord's Share (stated in Section 1.13) of the Profit (defined below) on\nsuch transaction as and when received by Tenant, unless Landlord gives written\nnotice to Tenant and the assignee or subtenant that Landlord's Share shall be\npaid by the assignee or subtenant to Landlord directly. The \"Profit\" means (A)\nall amounts paid to Tenant for such assignment or sublease, including \"key\"\nmoney, monthly rent in excess of the monthly rent payable under the Lease, and\nall fees and other consideration paid for the assignment or sublease, including\nfees under any collateral agreements, less (B) costs and expenses directly\nincurred by Tenant in connection with the execution and performance of such\nassignment or sublease for real estate broker's commissions and costs of\nrenovation or construction of tenant improvements required under such assignment\nor sublease. Tenant is entitled to recover such costs and expenses before Tenant\nis obligated to pay the Landlord's Share to Landlord. The Profit in the case of\na sublease of less than all the Property is the rent allocable to the subleased\nspace as a percentage on a square footage basis.\n\n          (ii) Tenant shall provide Landlord a written statement certifying all\namounts to be paid from any assignment or sublease of the Property within thirty\n(30) days after the transaction documentation is signed, and Landlord may\ninspect Tenant's publicly-available books and records with respect to such\ntransaction to verify the accuracy of such statement. On written request, Tenant\nshall promptly furnish to Landlord copies of all the transaction documentation,\nall of which shall be certified by Tenant to be complete, true and correct.\nLandlord's receipt of Landlord's Share shall not be a consent to any further\nassignment or subletting. The breach of Tenant's obligation under this Paragraph\n9.05(b) shall be a material default of the Lease.\n\nSection 9.06. NO MERGER. No merger shall result from Tenant's sublease of the\nProperty under this Article Nine, Tenant's surrender of this Lease or the\ntermination of this Lease in any other manner. In any such event, Landlord may\nterminate any or all subtenancies or succeed to the interest of Tenant as\nsublandlord under any or all subtenancies.\n\nARTICLE TEN: DEFAULTS; REMEDIES\n\nSection 10.01. COVENANTS AND CONDITIONS. Tenant's performance of each of\nTenant's obligations under this Lease is a condition as well as a covenant.\nTenant's right to continue in possession of the Property is conditioned upon\nsuch performance. Time is of the essence in the performance of all covenants and\nconditions.\n\nSection 10.02. DEFAULTS. Tenant shall be in material default under this Lease:\n\n     (a) If Tenant abandons the Property in excess of thirty (30) days while\nTenant is in default (beyond applicable notice and cure periods) of a monetary\nobligation of the Lease;\n\n     (b) If Tenant fails to pay rent or any other charge within ten (10) days\nafter written notice from Landlord that\n\n9\n   10\nsaid payment is overdue;\n\n     (c)  If Tenant fails to perform any of Tenant's non-monetary obligations \nunder this Lease for a period of thirty (30) days after written notice from \nLandlord; provided that if more than thirty (30) days are required to complete \nsuch performance, Tenant shall not be in default if Tenant commences such \nperformance within the thirty (30) day period and thereafter diligently pursues \nits completion. The notice required by this Paragraph is intended to satisfy \nany and all notice requirements imposed by law on Landlord and is not in \naddition to any such requirement.\n\n     (d)(i)    If Tenant makes a general assignment or general arrangement for\nthe benefit of creditors; (ii) if a petition for adjudication of bankruptcy or\nfor reorganization or rearrangement is filed by or against Tenant and is not\ndismissed within thirty (30) days; (iii) if a trustee or receiver is appointed\nto take possession of substantially all of Tenant's assets located at the\nProperty or of Tenant's interest in this Lease and possession is not restored to\nTenant within thirty (30) days; or (iv) if substantially all of Tenant's assets\nlocated at the Property or of Tenant's interest in this Lease is subjected to\nattachment, execution or other judicial seizure which is not discharged within\nthirty (30) days. If a court of competent jurisdiction determines that any of\nthe acts described in this subparagraph (d) is not a default under this Lease,\nand a trustee is appointed to take possession (or if Tenant remains a debtor in\npossession) and such trustee or Tenant transfers Tenant's interest hereunder,\nthen Landlord shall receive, as Additional Rent, the excess, if any, of the rent\n(or any other consideration) paid in connection with such assignment or sublease\nover the rent payable by Tenant under this Lease.\n\n\n     (e)  If any guarantor of the Lease revokes or otherwise terminates, or \npurports to revoke or otherwise terminate, any guaranty of all or any portion \nof Tenant's obligations under the Lease. Unless expressly provided, no guaranty \nof the Lease is revocable.\n\nSection 10.03. REMEDIES. On the occurrence of any material default by Tenant, \nLandlord may, at any time thereafter, with or without further notice of demand \nand without limiting Landlord in the exercise of any right or remedy which \nLandlord may have;\n\n     (a)  Terminate Tenant's right to possession of the Property by any lawful\nmeans, in which case this Lease shall terminate and Tenant shall immediately\nsurrender possession of the Property to Landlord. In such event, Landlord shall\nbe entitled to recover from Tenant all damages incurred by Landlord by reason of\nTenant's default, including (i) the worth at the time of the award of the unpaid\nBase Rent, Additional Rent and other charges which Landlord had earned at the\ntime of the termination; (ii) the worth at the time of the award of the amount\nby which the unpaid Base Rent, Additional Rent and other charges which Landlord\nwould have earned after termination until the time of the award exceeds the\namount of such rental loss that Tenant proves Landlord could have reasonably\navoided; (iii) the worth at the time of the award of the amount by which the\nunpaid Base Rent, Additional Rent and other charges which Tenant would have paid\nfor the balance of the Lease term after the time of award exceeds the amount of\nsuch rental loss that Tenant proves Landlord could have reasonably avoided; and\n(iv) any other amount necessary to compensate Landlord for all the  detriment\nproximately caused by Tenant's failure to perform its obligations under the\nLease or which in the ordinary course of things would be likely to result\ntherefrom, including, but not limited to, any costs or expenses Landlord incurs\nin maintaining or preserving the Property after such default, the cost of\nrecovering possession of the Property, expenses of reletting, including\nnecessary renovation or alteration of the Property, Landlord's reasonable\nattorney's fees incurred in connection therewith, and any real estate commission\npaid or payable. As used in subparts (i) and (ii) above, the \"worth at the time\nof the award\" is computed by allowing interest on unpaid amounts at the rate of\nfifteen percent (15%) per annum, or such lesser amount as may then be the\nmaximum lawful rate. As used in subpart (iii) above, the \"worth at the time of\nthe award\" is computed by discounting such amount at the discount rate of the\nFederal Reserve Bank of San Francisco at the time of the award, plus one percent\n(1%). If Tenant has abandoned the Property, Landlord shall have the option of\n(i) retaking possession of the Property and recovering from Tenant the amount\nspecified in this Paragraph 10.03(a), or (ii) proceeding under Paragraph\n10.03(b);\n\n     (b)  Maintain Tenant's right to possession, in which case this Lease shall \ncontinue in effect whether or not Tenant has abandoned the Property. In such \nevent, Landlord shall be entitled to enforce all of Landlord's rights and \nremedies under this Lease, including the right to recover the rent as it \nbecomes due;\n\n     (c)  Pursue any other remedy now or hereafter available to Landlord under \nthe laws or judicial decisions of the state in which the Property is located.\n\nSection 10.04. REPAYMENT OF \"FREE\" RENT. If this Lease provides for a \npostponement of any monthly rental payments, a period of \"free\" rent or other \nrent concession, such postponed rent or \"free\" rent is called the \"Abated \nRent\". Tenant shall be credited with having paid all of the Abated Rent on the \nexpiration of the Lease Term only if Tenant has fully, faithfully, and \npunctually performed all of Tenant's obligations hereunder, including the \npayment of all rent (other than the Abated Rent) and all other monetary \nobligations and the surrender of the Property in the physical condition required\nby this Lease. Tenant acknowledges that its right to receive credit for the \nAbated Rent is absolutely conditioned upon Tenant's full faithful and punctual \nperformance of its obligations under this Lease. If Tenant defaults and does \nnot cure within any applicable grace period, the Abated Rent shall immediately \nbecome due and payable in full and this Lease shall be enforced as if there \nwere no such rent abatement or other rent concession. In such case Abated Rent \nshall be calculated based on the full initial rent payable under this Lease.\n\n10 \n   11\nSection 10.06. CUMULATIVE REMEDIES. Landlord's exercise of any right or remedy \nshall not prevent it from exercising any other right or remedy.\n\nARTICLE ELEVEN: PROTECTION OF LENDERS\n\nSection 11.01. SUBORDINATION. Landlord shall have the right to subordinate this\nLease to any ground lease, deed of trust or mortgage encumbering the Property,\nany advances made on the security thereof and any renewals, modifications,\nconsolidations, replacements or extensions thereof, whenever made or recorded.\nTenant shall cooperate with Landlord and any lender which is acquiring a\nsecurity interest in the Property or the Lease. Tenant shall execute such\nfurther documents and assurances as such lender may require, provided that\nTenant's monetary obligations under this Lease shall not be increased in any way\nand Tenant's contractual obligations under this Lease shall not be increased in\nany material way (the performance of ministerial acts shall not be deemed\nmaterial), and Tenant shall not be deprived of its rights under this Lease.\nTenant's right to quiet possession of the Property during the Lease Term shall\nnot be disturbed if Tenant pays the rent and performs all of Tenant's\nobligations under this Lease and is not otherwise in default. If any ground\nlessor, beneficiary or mortgagee elects to have this Lease prior to the lien of\nits ground lease, deed of trust or mortgage and gives written notice thereof to\nTenant, this Lease shall be deemed prior to such ground lease, deed of trust or\nmortgage whether this Lease is dated prior or subsequent to the date of said\nground lease, deed of trust or mortgage or the date of recording thereof.\nNotwithstanding the foregoing, Landlord agrees that Landlord shall cause to be\ndelivered to Tenant a non-disturbance agreement from Landlord's lender\n(\"Lender\"), if any, within thirty (30) days of the Commencement Date, pursuant\nto which the Lender shall agree that in event of a foreclosure or deed in lieu\nthereof it shall not disturb Tenant's possession under this Lease so long as\nTenant pays the rent and performs all of its obligations hereunder and is not\notherwise in default. If a non-disturbance agreement is not timely delivered,\nTenant may terminate this Lease within fifteen (15) days thereafter. The\nnon-disturbance agreement shall be in a commercially reasonable form and subject\nto Tenant's reasonable approval.\n\nSection 11.02. ATTORNMENT. If Landlord's interest in the Property is acquired \nby any ground lessor, beneficiary under a deed of trust, mortgagee, or \npurchaser at a foreclosure sale, Tenant shall attorn to the transferee of or \nsuccessor to Landlord's interest in the Property and recognize such transferee \nor successor as Landlord under this Lease. Tenant waives the protection of any \nstatute or rule of law which gives or purports to give Tenant any right to \nterminate this Lease or surrender possession of the Property upon the transfer \nof Landlord's interest.\n\nSection 11.03. SIGNING OF DOCUMENTS. Tenant shall sign and deliver any \ninstrument or documents necessary or appropriate to evidence any such \nattornment or subordination or agreement to do so. If Tenant fails to do so \nwithin ten (10) days after written request, Tenant hereby makes, constitutes \nand irrevocably appoints Landlord, or any transferee or successor of Landlord, \nthe attorney-in-fact of Tenant to execute and deliver any such instrument or \ndocument.\n\nSection 11.04. ESTOPPEL CERTIFICATES.\n\n     (a) Upon Landlord's written request, Tenant shall execute, acknowledge \nand deliver to Landlord a written statement certifying: (i)that none of the \nterms or provisions of this Lease have been changed (or if they have been \nchanged, stating how they have been changed); (ii) that this Lease has not been \ncanceled or terminated; (iii) the last date of payment of the Base Rent and \nother charges and the time period covered by such payment; (iv) to the best of \nits knowledge that Landlord is not in default under this Lease (or, if Landlord \nis claimed to be in default, stating why); and (v) such other representations \nor information with respect to Tenant or the Lease as Landlord may reasonably \nrequest or which any prospective purchaser or encumbrancer of the Property may \nreasonably require. Tenant shall deliver such statement to Landlord within ten \n(10) days after Landlord's request. Landlord may give any such statement by \nTenant to any prospective purchaser or encumbrancer of the Property. Such \npurchaser or encumbrancer may rely conclusively upon such statement as true and \ncorrect.\n\n     (b) If Tenant does not deliver such statement to Landlord within such ten \n(10)-day period, Landlord, and any prospective purchaser or encumbrancer, may \nconclusively presume and rely upon the following facts: (i) that the terms and \nprovisions of this Lease have not been changed except as otherwise represented \nby Landlord: (ii) that this Lease has not been canceled or terminated except as \notherwise represented by Landlord; (iii) that not more than one month's Base \nRent or other charges have been paid in advance; and (iv) that Landlord is not \nin default under the Lease. In such event, Tenant shall be estopped from \ndenying the truth of such facts.\n\nSection 11.05 TENANT'S FINANCIAL CONDITION. Within ten (10) days after written \nrequest from Landlord, Tenant shall deliver to Landlord such publicly-available \nfinancial statements as Landlord reasonably requires to verify the\n\n\n\n11\n   12\nnet worth of Tenant or any assignee, of Tenant. In addition, Tenant shall \ndeliver to any lender designated by Landlord any publicly-available financial \nstatements required by such lender to facilitate the financing or refinancing \nof the Property. Tenant represents and warrants to Landlord that each such \nfinancial statement is a true and accurate statement as of the date of such \nstatement. All financial statements shall be confidential and shall be used \nonly for the purposes set forth in this Lease.\n\nARTICLE TWELVE: LEGAL COSTS\n\nSection 12.01. LEGAL PROCEEDINGS. If any action for breach of or to enforce the\nprovisions of this Lease is commenced, the court in such action shall award to \nthe party in whose favor a judgment is entered, a reasonable sum as attorneys' \nfees and costs. The losing party in such action shall pay such attorneys' fees \nand costs. Tenant shall also indemnify Landlord against and hold Landlord \nharmless from all costs, expenses, demands and liability Landlord may incur if \nLandlord becomes or is made a party to any claim or action (a) instituted by \nTenant against any third party, or by any third party against Tenant, or by or \nagainst any person holding any interest under or using the Property by license \nof or agreement with Tenant; (b) for foreclosure of any lien for labor or \nmaterial furnished to or for Tenant or such other person; (c) otherwise arising \nout of or resulting from any act or transaction of Tenant or such other person; \nor (d) necessary to protect Landlord's interest under this Lease in a \nbankruptcy proceeding, or other proceeding under Title 11 of the United States \ncode, as amended. Tenant shall defend Landlord against any such claim or action \nat Tenant's expense with counsel reasonably acceptable to Landlord.\n\nSection 12.02. LANDLORD'S CONSENT. Tenant shall pay Landlord's reasonable \nattorneys' fees incurred in connection with Tenant's request for Landlord's \nconsent under Article Nine (ASSIGNMENT AND SUBLETTING), or in connection with \nany other act which Tenant proposes to do and which requires Landlord's consent.\n\nARTICLE THIRTEEN: MISCELLANEOUS PROVISIONS\n\nSection 13.01. NON-DISCRIMINATION. Tenant promises, and it is a condition to the\ncontinuance of this Lease, that there will be no discrimination against, or \nsegregation of, any person or group of persons on the basis of race, color, \nsex, creed, national origin or ancestry in the leasing, subleasing, \ntransferring, occupancy, tenure or use of the Property or any portion thereof.\n\nSection 13.02. LANDLORD'S LIABILITY; CERTAIN DUTIES.\n\n     (a) As used in this Lease, the term \"Landlord\" means only the current \nowner or owners of the fee title to the Property or the leasehold estate under \na ground lease of the Property at the time in question. Each Landlord is \nobligated to perform the obligations of Landlord under this Lease only during \nthe time such Landlord owns such interest or title. Any Landlord who transfers \nits title or interest is relieved of all liability with respect to the \nobligations of Landlord under this Lease to be performed on or after the date \nof transfer. However, each Landlord shall deliver to its transferee all funds \nthat Tenant previously paid if such funds have not yet been applied under the \nterms of this Lease.\n\n     (b) Tenant shall give written notice of any failure by Landlord to perform \nany of its obligations under this Lease to Landlord and to any ground lessor, \nmortgagee or beneficiary under any deed of trust encumbering the Property whose \nname and address have been furnished to Tenant in writing. Landlord shall not \nbe in default under this Lease unless Landlord (or such ground lessor, \nmortgagee or beneficiary) fails to cure such non-performance within thirty (30) \ndays after receipt of Tenant's notice. However, if such non-performance \nreasonably requires more than thirty (30) days to cure, Landlord shall not be \nin default if such cure is commenced within such thirty (30)-day period and \nthereafter diligently pursued to completion.\n\n     (c) Notwithstanding any term or provision herein to the contrary, the \nliability of Landlord for the performance of its duties and obligations under \nthis Lease is limited to Landlord's interest in the Property (and any proceeds \nthereof), and neither the Landlord nor its partners, shareholders, officers or \nother principals shall have any personal liability under this Lease.\n\nSection 13.03. SEVERABILITY. A determination by a court of competent \njurisdiction that any provision of this Lease or any part thereof is illegal \nor unenforceable shall not cancel or invalidate the remainder of such provision \nor this lease, which shall remain in full force and effect.\n\nSection 13.04. INTERPRETATION. the captions of the Articles or Sections of \nthis Lease are to assist the parties in reading this Lease and are not a part \nof the terms or provisions of this Lease. Whenever required by the context of \nthis Lease, the singular shall include the plural and the plural shall include \nthe singular. The masculine, feminine and neuter genders shall each include the \nother. In any provision relating to the conduct, acts or omissions of Tenant, \nthe term \"Tenant\" shall include Tenant's agents, employees, contractors, \ninvitees, successors or others using the Property with Tenant's expressed or \nimplied permission.\n\nSection 13.05. INCORPORATION OF PRIOR AGREEMENTS; MODIFICATIONS. This Lease is \nthe only agreement between the\n\n\n12\n   13\nparties pertaining to the lease of the Property and no other agreements are \neffective. All amendments to this Lease shall be in writing and signed by all \nparties. Any other attempted amendment shall be void.\n\nSection 13.06. NOTICES. All notices required or permitted under this Lease \nshall be in writing and shall be personally delivered or sent by certified \nmail, return receipt requested, postage prepaid. Notices to Tenant shall be \ndelivered to the address specified in Section 1.03 above. Notices to Landlord \nshall be delivered to the address specified in Section 1.02 above. All notices \nshall be effective upon delivery. Either party may change its notice address \nupon written notice to the other party.\n\nSection 13.07. WAIVERS. All waivers must be in writing and signed by the \nwaiving party. Landlord's failure to enforce any provision of this Lease or its \nacceptance of rent shall not be a waiver and shall not prevent Landlord from \nenforcing that provision or any other provision of this Lease in the future. No \nstatement on a payment check from Tenant or in a letter accompanying a payment \ncheck shall be binding on Landlord. Landlord may, with or without notice to \nTenant, negotiate such check without being bound to the conditions of such \nstatement.\n\nSection 13.08. NO RECORDATION. Tenant shall not record this Lease without prior \nwritten consent from Landlord. However, either Landlord or Tenant may require \nthat a \"Short Form\" memorandum of this Lease fees (including the right of first \nrefusal to purchase as set forth in the Addendum) executed by both parties be \nrecorded. The party requiring such recording shall pay all transfer taxes and \nrecording.\n\nSection 13.09. BINDING EFFECT; CHOICE OF LAW. This Lease binds any party who \nlegally acquires any rights or interest in this Lease from Landlord or Tenant. \nHowever, Landlord shall have no obligation to Tenant's successor unless the \nrights or interests of Tenant's successor are acquired in accordance with the \nterms of this Lease. The laws of the state in which the Property is located \nshall govern this Lease.\n\nSection 13.10. CORPORATE AUTHORITY; PARTNERSHIP AUTHORITY. If Tenant is a \ncorporation, each person signing this Lease on behalf of Tenant represents and \nwarrants that he has full authority to do so and that this Lease binds the \ncorporation. Within thirty (30) days after this Lease is signed, Tenant shall \ndeliver to Landlord a certified copy of a resolution of Tenant's Board of \nDirectors authorizing the execution of this Lease or other evidence of such \nauthority reasonably acceptable to Landlord. If Tenant is a partnership, each \nperson or entity signing this Lease for Tenant represents and warrants that he \nor it is a general partner of the partnership, that he or it has full authority \nto sign for the partnership and that this Lease binds the partnership and all \ngeneral partners of the partnership. Tenant shall give written notice to \nLandlord of any general partner's withdrawal or addition. Within thirty (30) \ndays after this Lease is signed, Tenant shall deliver to Landlord a copy of \nTenant's recorded statement of partnership or certificate of limited \npartnership.\n\nSection 13.11. JOINT AND SEVERAL LIABILITY. All parties signing this Lease as \nTenant shall be jointly and severally liable for all obligations of Tenant.\n\nSection 13.12. FORCE MAJEURE. If Landlord or Tenant cannot perform any of its \nobligations (except Tenant is still obligated for any and all financial \nobligations and covenants under this Lease from the Commencement Date) due to \nevents beyond such party's control, the time provided for performing such \nobligations shall be extended by a period of time equal to the duration of such \nevents. Events beyond the party's control include, but are not limited to, acts \nof God, war, civil commotion, labor disputes, strikes, fire, flood or other \ncasualty, shortages of labor or material, government regulation or restriction \nand weather conditions.\n\nSection 13.13. EXECUTION OF LEASE. This Lease may be executed in counterparts \nand, when all counterpart documents are executed, the counterparts shall \nconstitute a single binding instrument. Landlord's delivery of this Lease to \nTenant shall not be deemed to be an offer to lease and shall not be binding \nupon either party until executed and delivered by both parties.\n\nSection 13.14. SURVIVAL. All representations and warranties of Landlord and \nTenant shall survive the termination of this Lease.\n\nARTICLE FOURTEEN: BROKERS\n\nSection 14.01. BROKER'S FEE. Per Separate Agreement (executed December 1, 1998).\n\nSection 14.02. PROTECTION OF BROKERS. If Landlord sells the Property, or \nassigns Landlord's interest in this Lease,\n\n13\n   14\nthe buyer or assignee shall, by accepting such conveyance of the Property or \nassignment of the Lease, be conclusively deemed to have agreed to make all \npayments to Landlord's Broker thereafter required of Landlord under this \nArticle Fourteen. Landlord's Broker shall have the right to bring a legal action\nto enforce or declare rights under this provision. The prevailing party in such \naction shall be entitled to reasonable attorneys' fees to be paid by the losing \nparty. Such attorneys' fees shall be fixed by the court in such action. This \nParagraph is included in this Lease for the benefit of Landlord's Broker.\n\nSection 14.03. BROKER'S DISCLOSURE OF AGENCY. Landlord's Broker hereby \ndiscloses to Landlord and Tenant and Landlord and Tenant hereby consent to \nLandlord's Broker acting in this transaction as the agent of (check one):\n\n[ ] Landlord exclusively; or\n[X] both Landlord and Tenant.\n\nSection 14.04. NO OTHER BROKERS. Tenant represents and warrants to Landlord \nthat the brokers named in Section 1.08 above are the only agents, brokers, \nfinders or other parties with whom Tenant has dealt who are or may be entitled \nto any commission or fee with respect to this Lease or the Property.\n\nADDITIONAL PROVISIONS MAY BE SET FORTH IN A RIDER OR RIDERS ATTACHED HERETO OR \nIN THE BLANK SPACE BELOW. IF NO ADDITIONAL PROVISIONS ARE INSERTED, PLEASE DRAW \nA LINE THROUGH THE SPACE BELOW.\n\n\n14\n\n\n   15\nLandlord and Tenant have signed this Lease at the place and on the dates \nspecified adjacent to their signatures below and have initialed all Riders \nwhich are attached to or incorporated by reference in this Lease.\n\n                                   \"LANDLORD\"\n\nSigned on December 18, 1998        Panattoni Development Company\n          -----------              --------------------------------------\nat Sacramento, CA                  By:  \/s\/ Carl D. Panattoni\n                                      -----------------------------------\n                                        Carl D. Panattoni\n\n                                   Its:  Partner\n                                       ----------------------------------\n\n                                   By:  \/s\/ James R. Carlsen\n                                      -----------------------------------\n                                        James R. Carlsen\n\n                                   Its: Partner \n                                       ----------------------------------\n\n\n                                   \"TENANT\"\n\nSigned on December 16, 1998        Amazon.com, Inc.\n          -----------              --------------------------------------\nat Seattle WA                      By: \/s\/ Alan Caplan                       \n                                      -----------------------------------\n\n                                   Its:  VP\n                                       ----------------------------------\n                                   By:  \n                                      -----------------------------------\n\n                                   Its:  \n                                       ----------------------------------\n\n\nIN ANY REAL ESTATE TRANSACTION, IT IS RECOMMENDED THAT YOU CONSULT WITH A \nPROFESSIONAL, SUCH AS A CIVIL ENGINEER, INDUSTRIAL HYGIENIST OR OTHER PERSON \nWITH EXPERIENCE IN EVALUATING THE CONDITION OF THE PROPERTY, INCLUDING THE \nPOSSIBLE PRESENCE OF ASBESTOS, HAZARDOUS MATERIALS AND UNDERGROUND STORAGE \nTANKS.\n\nTHIS PRINTED FORM LEASE HAS BEEN DRAFTED BY LEGAL COUNSEL AT THE DIRECTION OF \nTHE SOUTHERN CALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE \nREALTORS, INC. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE SOUTHERN \nCALIFORNIA CHAPTER OF THE SOCIETY OF INDUSTRIAL AND OFFICE REALTORS, INC., ITS \nLEGAL COUNSEL, THE REAL ESTATE BROKERS NAMED HEREIN, OR THEIR EMPLOYEES OR \nAGENTS, AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT OR TAX CONSEQUENCES OF THIS \nLEASE OR OF THIS TRANSACTION. LANDLORD AND TENANT SHOULD RETAIN LEGAL COUNSEL \nTO ADVISE THEM ON SUCH MATTERS AND SHOULD RELY UPON THE ADVICE OF SUCH LEGAL \nCOUNSEL.\n\n\n\n15\n   16\n                               ADDENDUM TO LEASE\n\n                                 BY AND BETWEEN\n\n             PANATTONI DEVELOPMENT COMPANY OR ASSIGNEE, \"LANDLORD\"\n\n                                      AND\n\n                           AMAZON.COM, INC. \"TENANT\"\n\nBase Rent\n\nThe Base Rent on a \"Triple Net - NNN\" basis is shown below. In addition to Base \nRent, Tenant shall be responsible for the Other Periodic Payments as set forth \nin Section 1.12(b) of the Lease.\n\n          Months 1  - 30:       $114,745 per month\n\n          Months 31 - 60:       $120,483 per month\n\n          Months 61 - 90:       $126,507 per month\n\n          Months 91 - 120:      $132,833 per month\n\n\nSecurity Deposit\n----------------\n\nTenant shall pay a security deposit of $247,578 upon execution of the Lease \nthat will be applied by Landlord as follows:\n\n$114,745 (one months rent) to be applied to the Month 1 Base Rent, and $132,833\nto be retained as a security deposit.\n\nSaid security deposit shall be increased in the event of expansion pursuant to \nParagraph 6 below in an amount equal to one month's rent for the expansion \npremises.\n\nLease Term\n\nThe Lease Term shall commence on the Commencement Date (as defined below) and \nend on the day immediately preceding the tenth (10th) anniversary of the \nCommencement Date.\n\nAs used herein the \"Commencement Date\" shall mean the date on which all of the \nfollowing shall have occurred: Landlord shall have acquired fee simple title to \nthe Property from The Stanley Works pursuant to that certain in Purchase \nAgreement and Escrow Instructions dated November 30, 1998 (\"Purchase \nAgreement\"), and shall have delivered to Tenant reasonable documentation to \nconfirm that the acquisition under the Purchase Agreement has occurred and that \nthe existing lease and mortgage documents entered into by Bank One Trust \nCompany as trustee for the TSW Nevada Trust under recording numbers 203108 and \n203109, respectively, have been terminated and fully discharged.\n\nLandlord shall use its \"best efforts\" to cause the Commencement Date to occur \nby January 5, 1999 or otherwise as soon as possible thereafter. If after using \nits best efforts Landlord, for any reason, fails or is unable to cause the \nCommencement Date to occur by January 29, 1999, the Landlord or Tenant may \nterminate this Lease upon written notice to the other party given within \nthirty (30) days thereafter (but given prior to the date on which Landlord \ncauses the Commencement Date to occur).\n\nProperty Improvements\n\nThe Property shall be purchased and leased in \"AS-IS\" condition, subject to the\nexpansion option set forth below. Except as otherwise set forth in the Lease \n(including the exhibits thereof), Landlord makes no representation to Tenant \nrelative to the absence or presence of hazardous\n\n\n\n16 \n\n\n   17\nmaterial or to the condition and suitability of the Property for Tenant's use.\n\nRight of First Refusal\n\nIf during the term of the lease, Landlord receives a bona fide offer for the\npurchase of the Property (or any portion thereof) which Landlord desires to\naccept, Landlord shall give written notice to Tenant thereof (the \"Offering\nNotice\") to Tenant. The Offering Notice shall contain:\n\na) The name and address of the proposed purchaser;\n\nb) A copy of the terms and conditions of the offer; and\n\nc) An offer to sell the Property (or such portion) to Tenant in preference to \n   the proposed purchaser and upon the same terms and conditions in the Offering\n   Notice.\n\nTenant shall be entitled to agree to purchase the Property by giving written\nnotice thereof to Landlord within ten (10) business days after receipt of the\nOffering Notice, in which case the parties will use good faith efforts to close\nthe transaction within 90 days thereafter. If Tenant fails to deliver notice\nwithin such ten (10) business day period, Landlord shall have the right to\ncomplete the sale of the offered Property to the proposed purchaser under the\nterms and conditions set forth in the Offering Notice. If the terms and\nconditions of the such sale change, Landlord shall submit another Offering\nNotice to Tenant setting forth in detail the changes in such sale, which Tenant\nmay accept in accordance with this paragraph 5. Any purchaser of the Property\n(other than Tenant) shall hold the Property subject to the provisions of this\nLease, including Tenant's first right of refusal described in paragraph 5, to\nthe same force and effect as if such purchaser had been the Landlord in the\nLease.\n\nOption to Expand\n\n     6.1 Option: For the first 36 months of the Lease Term, Tenant shall have\n     the right to require Landlord to expand the facility to approximately\n     530,000 square feet (or the maximum size permitted on the existing site) in\n     approximately the area shown as the Expansion Land on Exhibit A (\"Expansion\n     Land\"). Tenant shall provide Landlord with 6 months of their intent to\n     expand, prior to the conclusion of the 30th month of the Lease. If Tenant\n     exercises the expansion option, Landlord shall cause the expansion to be\n     completed in accordance with applicable laws and available for Tenant's\n     occupancy within six months after Tenant's notice (\"Expansion Completion\n     Date\"). In the event that the Tenant does not exercise the expansion\n     option, the option shall expire, a parcel split shall occur, at Landlord's\n     cost, and, commencing on the 36th month of the Lease Term, the Expansion\n     Land shall no longer be part of the Property and the Landlord shall assume\n     responsibility for the excess land, which is estimated to be approximately\n     10.69 acres (valued at $582,070 - $1.25 psf). In such event, at the 36th\n     month, Tenant's Base Rent shall be decreased by $5,093 per month ($582,070\n     x 10 1\/2%\/ 12). Alternatively, Tenant shall have the right (but shall not\n     be required) to continue leasing the Expansion Land per the terms of the\n     Lease. In the event of expansion, and provided the expansion space is ready\n     for occupancy by the Expansion Completion Date, the Lease Term shall be\n     extended ten (10) years from the Expansion Completion Date and the rental\n     rate shall be adjusted as follows:\n\n     6.2 Expansion Rent: In the event that the notice to expand is provided\n     during the first 15 months of the lease term, the additional monthly rent\n     shall equal the actual cost of expansion (including all hard and soft costs\n     but excluding land acquisition costs), multiplied by a factor of 10 1\/2%\n     and divided by 12 months. In the event that the notice to expand is\n     provided during the second 15 months of the Lease Term, the return factor\n     shall be 11%. The rent shall be subject to the same escalations as set\n     forth above. Prior to commencement of construction, Landlord and Tenant\n     shall work together to develop a mutually approved site plan, construction\n     specifications and a final budget for the expansion. The cost of the\n     project shall be determined on an \"open book basis\", with Landlord\n     obtaining at least three competitive bids from qualified general\n     contractors. The construction contract for the expansion shall contain a\n     fixed price or a guaranteed maximum price, and such contract shall be\n     subject to Tenant's reasonable approval. All change orders, and any other\n     revisions to the project that would change the fixed price or guaranteed\n     maximum price, shall also be subject \n\n\n17\n\n   18\n     to Tenant's reasonable approval. There will be no development fee included \n     in the project cost.\n\n     If for any reason whatsoever (other than Tenant's willful default), the \n     expansion space is not ready for Tenant's occupancy by the date that is \n     three (3) months after the Expansion Complete Date, Tenant shall have the \n     option to a) terminate this Lease, b) require Landlord to pursue \n     completion of the expansion or c) to cause Landlord to cause the parcel \n     split to occur in accordance with Paragraph 6.1 and terminate this Lease \n     with respect to the Expansion Land.\n\nRenewal Options\n\nTenant will have two (2) renewal options of five (5) years each. Tenant shall \nprovide Landlord with at least nine (9) months prior written notice in the \nevent that it elects to renew the Lease Term. The rental rate during the option \nperiods will be the market rent at the time of extension as determined by good \nfaith negotiation or arbitration if necessary. In no event will the rent be \nless than the Base Rent in effect at the end of the original Lease Term or \nprevious extension period. The established Base Rent shall be subject to 5% \nincreases every thirty (30) months.\n\nThe Base Rent during each renewal period will be equivalent to the then current \nmarket rate for comparable space in the Nevada Pacific Industrial Park, Lyon \nCounty, Nevada (\"Market Rate\"). The Market Rate shall not include the value of \nany of Tenant's equipment, machinery or personal property installed or located \nin or on the Property. In the event Landlord and Tenant are unable to agree \nupon the Market Rate within thirty (30) days of Tenant's notice of renewal to \nLandlord, then the Base Rent shall be decided by independent appraisal in \naccordance with the terms of this Paragraph 7. Landlord and Tenant shall each \ncontract for an independent appraisal, which shall begin by no later than sixty \n(60) days following notice from Tenant to renew. Each appraiser selected shall \nbe a real estate appraiser with an MAI certification or a real estate broker, \nwith at least five years of experience appraising or leasing building space \ncomparable to the Property in the region where the Property is located. The \nappraisers shall convene in the city or county in which the Property is located \nas soon as practical and offer Landlord and Tenant an opportunity to present \ntheir cases. Each party shall be responsible for the cost, charges and fees of \nits appointed appraiser and the parties shall share equally in the costs, \ncharges and fees of the third appraiser, if needed. In the event either party \nfails to appoint an appraiser, then the party who chose an appraiser shall have \nthat appraiser make the determination. If two appraisers are chosen but the two \nappraisers fail to select a third appraiser within the time required by this \nsection, upon application of either party, the appraiser shall be appointed by \nthe then presiding judge of the district court and\/or presiding trial court of \nthe state and county in which the Property is located.\n\nEach appraiser shall have thirty (30) days to determine the Market Rate, which \nshall take into consideration any retrofit costs or interior improvements to \nbring the space to a shell state and shall also include any applicable lease \ncommissions. If with fifteen (15) days after determining the Market Rate, the \ntwo appraisers cannot agree but the high appraisal is within 10% of the lower \nof the two appraisals, then the two appraisals shall be averaged and the \nresulting amount shall be the Market Rate. If within fifteen (15) days after \ndetermining the Market Rate the two appraisers cannot agree and their \nappraisals are more than 10% apart, then both appraisers shall, within fifteen \n(15) days, appoint a third appraiser to review each appraisers report. This \nthird appraiser shall examine the reports and conclusions from each of the other\ntwo appraisers and conclude the Market Rate. Landlord and Tenant agree to \nabide by such findings and award, whether determined by the agreement of each \nof the appraiser's selected by Landlord and Tenant or by the third appraiser. \nThis procedure shall be repeated again for the second option period no later \nthan sixty (60) days after receiving Tenant's notice to renew.\n\nContingencies\n\nThis Lease is strictly conditioned upon the completion of a standard due \ndiligence study of the subject property to be conducted by Landlord and \napproved by Tenant. Said due diligence shall include (a) an environmental \nreview of the property, (b) a physical examination and study of the condition \nof the building and parking lot, and (c) a review of the title matters \nassociated with the property, and all materials shall be sent to Tenant for \nreview. Either Landlord or Tenant may \n\n\n\n18\n   19\ncancel this lease in writing on or before December 23, 1998 pursuant to this \nparagraph. If neither party cancels this lease in writing pursuant to this \nParagraph 8 by December 23, 1998, then this Paragraph 8 shall be of no further \nforce or effect.\n\nCommissions\n\nLandlord shall pay Wilma Warshak of Colliers International a leasing commission \nper the terms of a separate agreement. No commissions will be paid relative to \nthe Property purchase by Landlord (or assignee) from The Stanley Works.\n\nAdherence to CC&amp;R's\n\nTenant agrees to adhere to all requirements of the Conditions, Covenants and \nRestrictions recorded by the Nevada Pacific Industrial Park in the County of \nLyon, State of Nevada set forth in documents recorded under recording numbers \n194617 and 226155.\n\nImprovements Required By Code\n\nIn accordance with provisions of this lease, in the event the County, \nresponsible fire department, or any other governmental agency or entity with \njurisdictional authority, requires additional improvements to the building due \nto Tenant's use, such improvements, and any and all associated costs, shall be \nat the sole expense and coordination of Tenant, unless otherwise mutually \nagreed.\n\nUse of Forklifts\n\nTenant shall be responsible for repair to all damaged areas to concrete or \npaved areas from any cause whatsoever (other than Landlord's willful negligence \nor willful misconduct) including, but not limited to, the use of solid forklift \ntires.\n\n19\n\n   20\nTHIS ADDENDUM IS UNDERSTOOD AND AGREED UPON BY:\n\n\nLANDLORD: PANATTONI DEVELOPMENT COMPANY\n\n          By:  \/s\/ CARL D. PANATTONI         12\/18\/98\n               -------------------------     ----------\n                   Carl D. Panattoni         Date\n                   Partner\n\n\n          By:  \/s\/ JAMES R. CARLSEN          12-18-98\n               -------------------------     ----------\n                   James R. Carlsen          Date\n                   Partner\n\n\nTENANT:   AMAZON.COM, INC.\n\n\n          By:  \/s\/ ALAN CAPLAN               12\/17\/98\n               -------------------------     ----------\n          Its: Vice President                Date\n               -------------------------\n          By:  \n               -------------------------     ----------\n          Its:                               Date\n               -------------------------\n\n20\n   21\n                           HAZARDOUS MATERIALS RIDER\n\n                                   Amazon.com\n\nTenant shall (i) not cause or permit any Hazardous Material to be brought upon,\nkept or used in or about the Premises by Tenant, its agents, employees,\ncontractors or invitees, without the prior written consent of Landlord (which\nconsent Landlord shall not unreasonably withhold or delay as long as Tenant\ndemonstrates to Landlord's reasonable satisfaction that such Hazardous Material\nis necessary or useful to Tenant's business and will be used, kept and stored in\na manner that complies with all laws relating to any such Hazardous Material so\nbrought upon or used or kept in or about the Premises). If Tenant breaches the\nobligations stated in the preceding sentence, or if the presence of Hazardous\nMaterial on the Premises caused or permitted by Tenant results in contamination\nof the Premises by Hazardous Material or otherwise occurs for which Tenant is\nlegally liable to Landlord for damage resulting therefrom, then Tenant shall\nindemnify, defend and hold Landlord harmless from any and all claims, judgments,\ndamages, penalties, fines, costs, liabilities or losses (including, without\nlimitation, diminution on value of the Premises, damages for the loss or\nrestrictions on use of rentable or usable space or any amenity of the Premises,\ndamages arising from any adverse impact on marketing of the Premises, and\nreasonable sums paid in settlement of claims, attorneys' fees, consultant fees\nand expert fees) which arise during or after the lease term as a result of such\ncontamination. The indemnification set forth herein shall run to the benefit of\nany bank or other lender to which Landlord or Landlord's successors and assigns\nmay grant a security interest in the Property and or assigns may grant a\nsecurity interest in the Property and or the Premises. This indemnification of\nLandlord by Tenant includes, without limitation, costs incurred in connection\nwith any investigation of site conditions or any cleanup, remedial, removal or\nrestoration work required by any federal, state or local governmental agency or\npolitical subdivision because of Hazardous Material present in the soil or\nground water on or under the Premises caused or permitted by Tenant, its agents,\nemployees, contractors or invitees. Without limiting the foregoing, if the\npresence of any Hazardous Material on the Premises caused or permitted by Tenant\nresults in any contamination of the Premises, Tenant shall promptly take all\nactions at its sole expense as are necessary to return the Premises to the\ncondition existing prior to the introduction of any such Hazardous Material to\nthe Premises; provided that Landlord's approval of such actions shall first be\nobtained, which approval shall not be unreasonably withheld so long as such\nactions would not potentially have any material adverse long-term or short-term\neffect on the Premises. Notwithstanding anything to the contrary contained in\nthis Lease, Landlord acknowledges that Tenant will be operating a distribution\nand warehouse facility at the Property, and Tenant shall be entitled to bring\nupon, use and store on and in the Property normal amounts of Hazardous Materials\n(including, but not limited to, fuel for forklift trucks, cleaning compounds and\nother products used in the normal course of Tenant's business) without\nLandlord's prior consent, provided that Tenant shall use all such Hazardous\nMaterials in compliance with all applicable laws.\n\nLandlord represents that to the best of its knowledge, after due investigation, \nit is not aware of the existence of any Hazardous Material or related \nenvironmental concerns at, in, under or concerning the Property or any adjacent \nproperty \"other than what is stated in the Phase I report completed by Landlord \nand presented to Tenant prior to December 23, 1998. Furthermore, Landlord shall \nindemnify Tenant for any breach of this representation.\n\nAs used herein, the term \"Hazardous Material\" means any hazardous or toxic \nsubstance, material or waste which is or becomes regulated by any local \ngovernmental authority, the State of Nevada or the United States Government. \nThe term \"Hazardous Material\" includes, without limitation, any material or \nsubstance which is (i) defined as a \"hazardous waste,\" \"extremely hazardous \nwaste\" or \"restricted hazardous waste\" under Sections 25115, 25117 or 25122.7,\n\n\n21\n   22\n(viii) designated as a \"hazardous substance\" pursuant to Section 311 of the\nFederal Water Pollution Control Act (33 U.S.C. Section 1317); (ix) defined as a\n\"hazardous waste\" pursuant to Section 1004 of the Federal Resource Conservation\nand Recovery Act, 42 U.S.C. Section 6901 et. seq. (42 U.S.C. Section 6903); (x)\ndefined as a \"hazardous substance\" pursuant to Section 101 of the Comprehensive\nEnvironmental Response, Compensation and Liability Act, 42 U.S.C. Section 9601\net seq. (42 U.S.C. Section 9601); or (xi) or any substance requiring remediation\nunder any federal, state, municipal or other governmental statute, ordinance,\nrule, regulation or policy.\n\nAGREED BY:\n\n                                   (\"TENANT\")\n\nTENANT:                AMAZON.COM, INC.\n\nBY:  \/s\/ ALAN CAPLAN                      DATE:   12\/16\/98\n   -------------------------                  ------------------------\n\nITS:        VP              \n    ------------------------\n\nBY:  \/s\/ JOY D. COVEY                     DATE:                       \n   -------------------------                   -----------------------\n\nITS:     VP &amp; CFO    \n    ------------------------\n\n                                  (\"LANDLORD\")\n\nLANDLORD:        PANATTONI DEVELOPMENT COMPANY\n\nBY: \/S\/ CARL D. PANATTONI                 DATE:   12\/18\/98\n   -------------------------                  ------------------------\n   CARL D. PANATTONI\n   PARTNER\n\n\nBY: \/S\/ JAMES R. CARLSEN                  DATE:   12\/18\/98\n   -------------------------                  ------------------------\n   JAMES R. CARLSEN\n   PARTNER\n\n\n22\n   23\n                                                           EXHIBIT  A - p.1 OF 2\n\n                                  [SITE PLAN]\n   24\n                                                            EXHIBIT A - p.2 of 2\n\n                               LEGAL DESCRIPTION\n\nA parcel of land situate in Section 7, T 20 N, R 25 E, M.D.B.&amp; M., Fernley, Lyon\nCounty, Nevada, and more particularly described as follows:\n\nBeginning at a point from which the East 1\/4 corner of said Section 7 bears \nNorth 36 degrees 49'30\" East a distance of 979.88 feet, thence South 10 degrees \n21'00\" East a distance of 1026.73 feet, thence South 79 degrees 39'00\" West a \ndistance of 1048.95 feet, thence South 84 degrees 19'48\" West a distance of \n257.38 feet, thence South 79 degrees 39'00\" West a distance of 300.25 feet, \nthence along a tangent circular curve to the right with a radius of 21.00 feet \nand a central angle of 90 degrees 00'00\" an arc length of 32.99 feet, thence \nNorth 10 degrees 21'00\" West a distance of 291.96 feet, thence along a tangent \ncircular curve to the right with a radius of 510.82 feet and a central angle of \n24 degrees 57'14\" an arc length of 222.48 feet, thence North 14 degrees 36'14\" \nEast a distance of 88.54 feet, thence along a tangent circular curve to the \nleft with a radius of 530.00 feet and a central angle of 14 degrees 36'27\" an \narc length of 135.12 feet, thence North 00 degrees 00'12\" West a distance of \n217.84 feet, thence along a tangent circular curve to the right with a radius \nof 31.00 feet and a central angle of 90 degrees 00'00\" an arc length of 48.69 \nfeet, thence North 89 degrees 59'48\" East a distance of 193.54 feet, thence \nalong a tangent circular curve to the left with a radius of 530.00 feet and a \ncentral angle of 10 degrees 20'48\" an arc length of 95.71 feet, thence north \n79 degrees 39'00\" East a distance of 429.23 feet, thence along a tangent\ncircular curve to the left with a radius of 1030.00 feet and a central angle of\n06 degrees 20'56\" an arc length of 114.13 feet, thence North 73 degrees 18'04\"\nEast a distance of 600.60 feet to the point of beginning.\n\nSaid parcel as further delineated on Lyon County Record for Survey for Boundary \nLine Adjustment, recorded on May 6, 1996 as Document No. 193018.\n\nEXCEPTING THEREFROM, the subsurface rights of geothermal resources underlying \nall the herein described property in accordance with the terms and conditions \nof that certain Real Property Purchase\/Sales Agreement between James R. Johnson \netux etal, and Johnson Development Co., a partnership, dated April 22, 1978, as \nDisclosed in the Deed from James R. Johnson etux etal and Johnson Development \nCo., a partnership, recorded in the Official Records of Lyon County, Nevada on \nSeptember 1, 1978, as Document No. 40192.\n\n   25\n\n                                FIRST AMENDMENT\n                           TO SINGLE-TENANT NET LEASE\n                            DATED DECEMBER 14, 1998\n                                 BY AND BETWEEN\n                      PANATTONI CARLSON RIEGER, \"LANDLORD\"\n                                      AND\n                              AMAZON.COM, \"TENANT\"\n\n     To the extent of any inconsistencies or contradictions between the terms \nand conditions of the Lease and this Amendment, the terms and conditions \ncontained herein shall supersede and take precedence over those contained in \nthe Lease.\n\n     The parties above acknowledge and hereby agree that the Lease as \nreferenced above, the Lease Riders, the Addendum and the Exhibits attached \nthereto are hereby amended as follows:\n\n     1. SECTION 1.05. LEASE TERM: Ten (10) years commencing on January 7, 1999 \n        and ending on January 6, 2009.\n\n     The parties have executed this Amendment as of the dates signed below.\n\n\nLANDLORD:                               TENANT:\n\nPanattoni Carlsen Rieger                Amazon.com\n\n\nBy:  \/s\/ CARL D. PANATTONI              By:  \/s\/ ALAN CAPLAN\n   -------------------------               -----------------------------------\n         Carl D. Panattoni                       Allan Caplan\n\nIts:  Partner                           Its:  Vice President &amp; General Counsel\n    ------------------------                ----------------------------------\n\nDate:   1-22-99                         Date:   1\/14\/99\n     -----------------------                 ---------------------------------\n\n\nBy:  \/s\/ JAMES R. CARLSEN\n   -------------------------\n         James R. Carlsen\n\nIts:  Partner\n    ------------------------\n\nDate:   1-25-99\n     -----------------------\n\n\nBy:  \/s\/ JACKLYN L. RIEGER\n   -------------------------\n         Jacklyn L. Rieger\n\nIts:  Partner\n    ------------------------\n\nDate:   1-22-99\n     -----------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6645],"corporate_contracts_industries":[9492],"corporate_contracts_types":[9602,9579],"class_list":["post-41939","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-amazoncom-inc","corporate_contracts_industries-retail__books","corporate_contracts_types-land__nv","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41939","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41939"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41939"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41939"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41939"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}