{"id":41966,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/standard-industrial-commercial-mutli-tenant-lease-net.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"standard-industrial-commercial-mutli-tenant-lease-net","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/standard-industrial-commercial-mutli-tenant-lease-net.html","title":{"rendered":"Standard Industrial\/Commercial Mutli-Tenant Lease – Net"},"content":{"rendered":"
STANDARD\nINDUSTRIAL\/COMMERCIAL MULTI-TENANT LEASE - NET <\/b><\/p> 
AIR COMMERCIAL REAL ESTATE ASSOCIATION <\/b><\/p>  
1. Basic Provisions (\u0093Basic Provisions\u0094)<\/b>. <\/p>  
1.1      Parties:<\/b> This Lease\n\n(\u0093Lease\u0094)<\/b>, dated for reference purposes only February 2, 2005, is made by and between Richard E. Solomon (\u0093Lessor\u0094) <\/b>and Alena, LLC, a Delaware limited liability company by Intermix Media, Inc., a Delaware\ncorporation, Managing Member (\u0093Lessee\u0094)<\/b>, (collectively the \u0093Parties\u0094<\/b>, or individually a \u0093Party\u0094<\/b>). <\/p>  \n
1.2(a) Premises: <\/b>That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the\nterms of this Lease, commonly known by the street address of [redacted], located in the City of Culver City , County of Los Angeles , State of California , with zip code 90232 , as outlined on Exhibit A attached hereto\n\n(\u0093Premises\u0094)<\/b> and generally described as (describe briefly the nature of the Premises): an approximate 29,700 square foot concrete tilt-up building on approximately 49,600 square feet of land.<\/b> In addition to Lessee\u0092s\nrights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to the any utility raceways of the building containing the Premises (\u0093Building\u0094<\/b>) and to the common Areas (as defined in Paragraph\n2.7 below), but shall not have any rights to the roof or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and\nimprovements thereon, are herein collectively referred to as the \u0093Project.\u0094 <\/b>(See also Paragraph 2) <\/p>  \n
1.2(b) Parking: <\/b>44 <\/b>unreserved vehicle parking spaces, including handicapped spaces. (See also Paragraph 2.6<\/b>). See addendum 1.2.\n\n<\/p>  
1.3      Term: <\/b>4 years and 0\nmonths (\u0093Original Term\u0094)<\/b> commencing March 1, 2005 (\u0093Commencement Date\u0094)<\/b> and ending February 28, 2009 (\u0093Expiration Date\u0094)<\/b>. (See also Paragraph 3) <\/p>  
1.4      Early Possession: <\/b>N\/A\n\n(\u0093Early Possession Date\u0094)<\/b>. (See also Paragraphs 3.2 and 3.3) <\/p>  
1.5      Base Rent:<\/b> $ 29,000.00 per month (\u0093Base Rent\u0094)<\/b>, payable on the first (1st) day of each month commencing March 1, 2005. (See also Paragraph 4) <\/p>  
\u00fe If this box is checked, there are provisions in this\nLease for the Base Rent to be adjusted. <\/p>  
1.6      Lessee\u0092s Share of Common Area Operating Expenses: <\/b>one hundred <\/b>percent (100%) (\u0093Lessee\u0092s Share\u0094)<\/b>. Lessee\u0092s Share has been calculated by dividing the approximate\nsquare footage of the Premises by the approximate square footage of the Project. In the event that the size of the Premises and\/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee\u0092s Share to reflect such\nmodification. See Addendum 1.6. <\/p>  \n
1.7      Base Rent and Other Monies Paid Upon Execution<\/b><\/p> \n  
(a)  Base Rent:<\/b> $29,000.00 for the period March 2005. See Addendum 1.5.  <\/p>\n  
(b) Common Area Operating Expenses: <\/b>$4,910.08 for the period March 2005. See Addendum 1.7(b).<\/p>\n  
(c) Security Deposit:<\/b> $63,378.00. (\u0093Security Deposit\u0094)<\/b>. (See also Paragraph 5)      <\/p>\n  
(d)  Other: $ N\/A for _________________________________________________________________\n          \n\n          \n_________________________________________________________________________________  <\/p>\n  
(e) Total Due Upon Execution of this Lease:<\/b>  See Addendum 1.7(e). <\/p>\n  
1.8 Agreed Use: <\/b>warehouse, distribution, and general offices\/call center and all other related legal uses. See Addendum 1.8. (See also Paragraph 6) <\/p>\n  
1.9      Insuring Party<\/b>. Lessor is the\n\n\u0093Insuring Party\u0094<\/b>. (See also Paragraph 8) <\/p>  
1.10    Real Estate Brokers: <\/b>(See also Paragraph 15) <\/p> \n\n\n\n\n\n\n\n\n(a)  Representation:<\/b> The following real estate brokers (the \u0093Brokers\u0094<\/b>) and brokerage relationships exist in this transaction (check applicable\nboxes):<\/b>\n
\u00fe\nThe Klabin Company - F. Ronald Rader\/Aleks Trifunovic represents Lessor exclusively ( \u0093Lessor\u0092s Broker\u0094 <\/b>); <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 1 OF 23<\/b>\n \n\n 
\u00fe CB Richard Ellis - Joe King represents Lessee exclusively ( \u0093Lessee\u0092s\nBroker\u0094<\/b>); or <\/p>  
\u00a8 represents both Lessor and Lessee (\u0093Dual Agency\u0094<\/b>). <\/p>  \n
(b) Payment to Brokers: <\/b>Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage\nfee agreed to in a separate written agreement. <\/p>  \n
1.11 Guarantor<\/b>. The obligations of the Lessee under this Lease are to\nbe guaranteed by Intermix Media, Inc., a Delaware corporation, Managing Member <\/b>(\u0093Guarantor\u0094)<\/b>. (See also Paragraph 37) <\/p>  
1.12 Attachments<\/b>. Attached hereto are the following, all of which constitute a part of this Lease: <\/p> \n\n\n\n\n\n\n\u00fe  an Addendum consisting of Paragraphs 1.2 through 56;\n\n\n\n\u00fe  a site plan depicting the Premises;\n\n\n\n\u00fe  a site plan depicting the Project;\n\n\n\n\u00a8  a current set of the Rules and Regulations for the Project;\n\n\n\n\n\u00a8  a current set of the Rules and Regulations adopted by the owners\u0092 association;\n\n\n\n\u00a8  a Work Letter;\n\n\n\n\n\u00a8  other (specify):                                   \n                                        \n                                        \n                                        \n                                        \n                       <\/u>\n
2. Premises<\/b>. See Addendum 1.2.\n\n<\/p>  
2.1 Letting<\/b>. Lessor hereby leases to Lessee, and Lessee\nhereby leases from Lessor, the Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this Lease, or that may have been\nused in calculating Rent, is an approximation which the Parties agree is reasonable and any use and\/or payments based thereon are not subject to revision whether or not the actual size is more or less. NOTE: Lessee is advised to verify the actual\nsize prior to executing this Lease.<\/b> <\/p>  
2.2 Condition<\/b>.\nLessor shall deliver that portion of the Premises contained within the Building (\u0093Unit\u0094)<\/b> to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs (\u0093Start\nDate\u0094)<\/b>, and, so long as the required service contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within thirty days following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,\nlighting, heating, ventilating and air conditioning systems (\u0093HVAC\u0094)<\/b>, loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said\ndate, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal\nlaw. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessor\u0092s sole obligation with respect to such\nmatter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor\u0092s expense. The\nwarranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. If Lessee does not give Lessor the required notice within the appropriate warranty period,\ncorrection of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee\u0092s sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and\/or bearing walls - see Paragraph 7).\n\n<\/p>  
2.3 Compliance<\/b>. Lessor warrants that to the best of its\nknowledge the improvements on the Premises and the Common Areas comply with the building codes that were in effect at the time that each such improvement, or portion thereof, was constructed, and also with all applicable laws, covenants or\nrestrictions of record, regulations, and ordinances in effect on the Start Date (\u0093Applicable Requirements\u0094) <\/b>. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the\nAmericans with Disabilities Act or any similar laws as a result of Lessee\u0092s use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for\ndetermining whether or not the Applicable Requirements and especially the zoning are appropriate for Lessee\u0092s intended use, and acknowledges that past uses of the Premises may no longer be allowed<\/b>. If the Premises do not comply with said\nwarranty, Lessor shall, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessor\u0092s expense. If Lessee does not\ngive Lessor written notice of a non-compliance with this warranty within 6<\/strike> four (4) months following the Start Date, correction of that non-compliance shall be the obligation of Lessee at Lessee\u0092s sole cost and expense. If the\nApplicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and\/or Building, the remediation of any Hazardous Substance, or the reinforcement\nor other physical modification of the Unit, Premises and\/or Building (\u0093Capital Expenditure\u0094)<\/b>, Lessor and Lessee shall allocate the cost of such work as follows: <\/p>  
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific\nand unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and\nthe cost thereof exceeds 6 months\u0092 Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee\u0092s termination notice that Lessor has elected to pay the difference\nbetween the actual cost thereof and the amount equal to 6 months\u0092 Base Rent. If Lessee elects termination, Lessee shall immediately \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 2 OF 23<\/b>\n \n\n 
\ncease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days\nthereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure. <\/p>  
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee\n(such as, governmentally mandated seismic modifications), then Lessor and Lessee shall allocate the obligation to pay for the portion of such costs reasonably attributable to the Premises pursuant to the formula set out in Paragraph 7.1(d);\nprovided, however, that if such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shall have the option to terminate this\nLease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor\u0092s termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate,\nand fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessor\u0092s share of such costs have been fully paid. If Lessee is unable to finance Lessor\u0092s share,\nor if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right to terminate this Lease upon 30 days written notice to Lessor. <\/p>  
(c) Notwithstanding the above, the provisions concerning\nCapital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of\nuse, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and\/or take such other steps as may be necessary to eliminate the requirement for such Capital Expenditure,\nor (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease. <\/p>  
2.4 Acknowledgements<\/b>. Lessee acknowledges that: (a) it has been advised by Lessor and\/or Brokers to satisfy itself with respect to the condition of\nthe Premises (including but not limited to the electrical, HVAC and fire sprinkler systems, security, environmental aspects, and compliance with Applicable Requirements and the Americans with Disabilities Act), and their suitability for\nLessee\u0092s intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, and (c) neither Lessor,\nLessor\u0092s agents, nor Brokers have made any oral or written representations or warranties with respect to said matters other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations,\npromises or warranties concerning Lessee\u0092s ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor\u0092s sole responsibility to investigate the financial capability and\/or suitability of all proposed tenants.\n\n<\/p>  
2.5 Lessee as Prior Owner\/Occupant<\/b>. The warranties made\nby Lessor in Paragraph 2 shall be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work. <\/p>  
2.6 Vehicle Parking<\/b>. Lessee shall be entitled to use the number of\nparking spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by\nvehicles no larger than full-size passenger automobiles or pick-up trucks, herein called \u0093Permitted Size Vehicles\u0094. <\/b>Lessor may regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in Paragraph\n2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior written permission of Lessor. In addition: <\/p>  
(a) Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee or Lessee\u0092s employees, suppliers,\nshippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities. <\/p>  
(b) Lessee shall not service or store any vehicles in the Common Areas. <\/p>  
(c) If Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then\nLessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.\n\n<\/p>  
2.7 Common Areas - Definition<\/b>. The term \u0093Common\nAreas\u0094<\/b> is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations within the Unit that are provided and designated by the Lessor from time\nto time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, shippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas,\nroadways, walkways, driveways and landscaped areas. <\/p>  
2.8\nCommon Areas - Lessee\u0092s Rights<\/b>. Lessor grants to Lessee, for the benefit of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with\nothers entitled to such use, the Common Areas as they exist from time to time, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use\nof the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permitted only by the\nprior written consent of Lessor or Lessor\u0092s designated agent, which consent may be revoked at any time. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights\nand remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor. <\/p> \n\n\n\n\n\n\n       \n\nPAGE 3 OF 23<\/b>\n \n\n 
2.9 Common Areas - Rules and Regulations<\/b>. Lessor or such other person(s) as Lessor may appoint\nshall have the exclusive control and management of the Common Areas and shall have the right, from time to time, to establish, modify, amend and enforce reasonable rules and regulations (\u0093Rules and Regulations\u0094) <\/b>which shall become a\npart of this Lease, for the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the\nProject and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors and invitees to so abide and conform. Lessor\nshall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project. <\/p>  
2.10 Common Areas - Changes<\/b>. Lessor shall have the right, in Lessor\u0092s sole discretion, from time to time: <\/p>  
(a) To make changes to the Common Areas, including, without\nlimitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways; <\/p>  
(b) To close temporarily any of the Common Areas for\nmaintenance purposes so long as reasonable access to the Premises remains available; <\/p>  
(c) To designate other land outside the boundaries of the Project to be a part of the Common Areas; <\/p>  
(d) To add additional buildings and improvements to the\nCommon Areas; <\/p>  
(e) To use the Common Areas\nwhile engaged in making additional improvements, repairs or alterations to the Project, or any portion thereof; and <\/p>  
(f) To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in\nthe exercise of sound business judgment, deem to be appropriate. <\/p>  
3.\n\nTerm<\/b>. <\/p>  
3.1 Term<\/b>. The Commencement Date,\nExpiration Date and Original Term of this Lease are as specified in Paragraph 1.3. <\/p>  
3.2 Early Possession<\/b>. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such early possession. All other\nterms of this Lease (including but not limited to the obligations to pay Lessee\u0092s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period. Any such\nearly possession shall not affect the Expiration Date. <\/p>  
3.3\nDelay In Possession<\/b>. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts, Lessor is unable to deliver possession as agreed, Lessor\nshall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers\npossession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of the delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed, but minus any\ndays of delay caused by the acts or omissions of Lessee. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at its option, by notice in writing within 10 days after the end of such 60 day period, cancel this\nLease, in which event the Parties shall be discharged from all obligations hereunder. If such written notice is not received by Lessor within said 10 day period, Lessee\u0092s right to cancel shall terminate. Except as otherwise provided, if\npossession is not tendered to Lessee by the Start Date and Lessee does not terminate this Lease, as aforesaid, any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a\nperiod equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. If possession of the Premises is not delivered within 4 months after the Commencement Date, this\nLease shall terminate unless other agreements are reached between Lessor and Lessee, in writing. <\/p>  
3.4 Lessee Compliance<\/b>. Lessor shall not be required to tender possession of the Premises to Lessee until Lessee complies with its obligation to\nprovide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor\u0092s\nelection to withhold possession pending receipt of such evidence of insurance. Further, if Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold\npossession until such conditions are satisfied. <\/p>  
4. Rent<\/b>. See Addendum\n1.5. <\/p>  
4.1 Rent Defined<\/b>. All monetary obligations of\nLessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent (\u0093Rent\u0094)<\/b>. <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 4 OF 23<\/b>\n \n\n 
4.2 Common Area Operating Expenses<\/b>. Lessee shall pay to Lessor during the term hereof, in addition\nto the Base Rent, Lessee\u0092s Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions: <\/p>  
(a) \u0093Common Area Operating Expenses\u0094 <\/b>are\ndefined, for purposes of this Lease, as all costs incurred by Lessor relating to the ownership and operation of the Project, including, but not limited to, the following: <\/p> \n\n\n\n (i)The operation, repair and maintenance, in neat, clean, good order and condition, and if necessary the replacement, of the following: 
(aa) The Common Areas and Common Area improvements, including parking\nareas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, and roof drainage systems. <\/p>  \n 
(cc) Any fire sprinkler systems and related telephone\nequipment. <\/p> \n\n\n\n(iii) Pest control services, property management, security services, owners\u0092 association dues and fees, the cost to repaint the\nexterior of any structures and the cost of any environmental inspections. \n\n (v) Real Property Taxes (as defined in Paragraph 10). \n\n (vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. \n\n (vii)Any deductible portion of an insured loss concerning the Building or the Common Areas. \n\n\n (viii) Auditors\u0092, accountants\u0092 and attorneys\u0092 fees and costs related to the operation, maintenance, repair and replacement of the Project. \n\n (ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any\nsuch capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee\u0092s Share of 1\/144th of the cost of such capital improvement in any given month. \n\n (x) Any other services to be provided by Lessor that are stated elsewhere in this Lease to be a Common Area Operating Expense. \n
(b) Any Common Area Operating Expenses and Real Property\nTaxes that are specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any\nCommon Area Operating Expenses and Real Property Taxes that are not specifically attributable to the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in\nthe Project. <\/p>  
(c) The inclusion of the\nimprovements, facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to impose an obligation upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same,\nLessor already provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. <\/p>  
(d) Lessee\u0092s Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount\nof such payments shall be based on Lessor\u0092s estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing\nLessee\u0092s Share of the actual Common Area Operating Expenses incurred during the preceding year. If Lessee\u0092s payments during such year exceed Lessee\u0092s Share, Lessor shall credit the amount of such over-payment against Lessee\u0092s\nfuture payments. If Lessee\u0092s payments during such year were less than Lessee\u0092s Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement. <\/p>  
(e) Common Area Operating Expenses shall not include any\nexpenses paid by any tenant directly to third parties, or as to which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds. <\/p>  \n
4.3 Payment<\/b>. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except\nas specifically permitted in this Lease), on or before the day on which it is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute\na waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full calendar month shall be prorated based upon the actual number of days of said month. Payment\nof Rent shall be made to Lessor at its address stated herein or to such other persons or place as Lessor may from time to time designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of\nLessor\u0092s rights to the balance of such Rent, regardless of Lessor\u0092s endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee\nagrees to pay to Lessor the sum of $100 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier\u0092s check. Payments will be applied first to accrued late charges and\nattorney\u0092s fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs. <\/p>  \n
5. Security Deposit<\/b>. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for\nLessee\u0092s faithful performance of its obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount\ndue Lessor or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 10 days after\nwritten request therefor deposit monies with Lessor sufficient to restore said Security Deposit to the full amount required by this Lease. If the Base <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 5 OF 23<\/b>\n \n\n 
\nRent increases during the term of this Lease, Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the total amount\nof the Security Deposit shall at all times bear the same proportion to the increased Base Rent as the initial Security Deposit bore to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in the business of Lessee\nor to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the extent necessary, in Lessor\u0092s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a\nresult thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lessor\u0092s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with\nLessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 14\ndays after the expiration or termination of this Lease, if Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return\nthat portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease. See Addendum\n1.7(c). <\/p>  
6. Use<\/b>. <\/b>See Addendum 1.8.<\/b> <\/p>  
6.1 Use<\/b>. Lessee shall use and occupy the Premises only for the Agreed\nUse, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of or\ncauses damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its\nconsent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and\/or is not significantly more burdensome to the\nProject. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lessor\u0092s objections to the change in the Agreed Use. <\/p>  
6.2 Hazardous Substances<\/b>. <\/p>  
(a) Reportable Uses Require Consent<\/b>. The term\n\n\u0093Hazardous Substance\u0094<\/b> as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be\non the Premises, is either: (i) potentially injurious to the public health, safety or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any\ngovernmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and\/or crude oil or any products, by-products or fractions thereof.\nLessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Lessor and timely compliance (at Lessee\u0092s expense) with all Applicable\nRequirements. \u0093Reportable Use\u0094<\/b> shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a\npermit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and\/or (iii) the presence at the Premises of a Hazardous Substance with respect to which any Applicable\nRequirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties. Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal\ncourse of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose\nthe Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as\nLessor reasonably deems necessary to protect itself, the public, the Premises and\/or the environment against damage, contamination, injury and\/or liability, including, but not limited to, the installation (and removal on or before Lease expiration\nor termination) of protective modifications (such as concrete encasements) and\/or increasing the Security Deposit. <\/p>  
(b) Duty to Inform Lessor<\/b>. If Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located\nin, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give written notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it\nhas concerning the presence of such Hazardous Substance. <\/p>  
(c) Lessee Remediation<\/b>. Lessee shall not cause or permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises (including through the plumbing or sanitary sewer system) and\nshall promptly, at Lessee\u0092s expense, comply with all Applicable Requirements and take all investigatory and\/or remedial action reasonably recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for\nthe maintenance, security and\/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance brought onto the Premises during the term of this\nLease, by or for Lessee, or any third party. <\/p>  
(d) Lessee Indemnification<\/b>. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and\/or damages, liabilities, judgments, claims,\nexpenses, penalties, and attorneys\u0092 and consultants\u0092 fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this\nLease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee\u0092s obligations shall include, but not be limited to, the effects of any\ncontamination or injury to person, property or the environment created or suffered by Lessee, and the cost of investigation, removal, remediation, \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 6 OF 23<\/b>\n \n\n 
\nrestoration and\/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into\nby Lessor and Lessee shall release Lessee from its obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. <\/p>  
(e) Lessor Indemnification<\/b>. Lessor and its successors\nand assigns shall indemnify, defend, reimburse and hold Lessee, its employees and lenders, harmless from and against any and all environmental damages, including the cost of remediation, which are suffered as a direct result of Hazardous Substances\non the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agents or employees. Lessor\u0092s obligations, as and when required by the Applicable Requirements, shall include,\nbut not be limited to, the cost of investigation, removal, remediation, restoration and\/or abatement, and shall survive the expiration or termination of this Lease. <\/p>  
(f) Investigations and Remediations<\/b>. Lessor shall retain the responsibility and pay for any\ninvestigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession, unless such remediation measure is required as\na result of Lessee\u0092s use (including \u0093Alterations\u0094, as defined in paragraph 7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities at the request\nof Lessor, including allowing Lessor and Lessor\u0092s agents to have reasonable access to the Premises at reasonable times in order to carry out Lessor\u0092s investigative and remedial responsibilities. <\/p>  
(g) Lessor Termination Option<\/b>. If a Hazardous\nSubstance Condition (see Paragraph 9.1(e)) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and\nthis Lease shall continue in full force and effect, but subject to Lessor\u0092s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor\u0092s option, either (i) investigate and remediate such Hazardous Substance Condition, if\nrequired, as soon as reasonably possible at Lessor\u0092s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent or $100,000,\nwhichever is greater, give written notice to Lessee, within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance Condition, of Lessor\u0092s desire to terminate this Lease as of the date 60 days following the\ndate of such notice. In the event Lessor elects to give a termination notice, Lessee may, within 10 days thereafter, give written notice to Lessor of Lessee\u0092s commitment to pay the amount by which the cost of the remediation of such Hazardous\nSubstance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days following such commitment. In such\nevent, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. If Lessee does not give such notice and provide the required funds or\nassurance thereof within the time provided, this Lease shall terminate as of the date specified in Lessor\u0092s notice of termination. <\/p>  
6.3 Lessee\u0092s Compliance with Applicable Requirements<\/b>. Except as otherwise provided in this Lease, Lessee shall, at Lessee\u0092s sole expense,\nfully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor\u0092s engineers and\/or consultants which\nrelate in any manner to such Requirements, without regard to whether said Requirements are now in effect or become effective after the Start Date. Lessee shall, within 10 days after receipt of Lessor\u0092s written request, provide Lessor with\ncopies of all permits and other documents, and other information evidencing Lessee\u0092s compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents\ninvolved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applicable Requirements. Likewise, Lessee shall immediately give written\nnotice to Lessor of: (i) any water damage to the Premises and any suspected seepage, pooling, dampness or other condition conducive to the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the\nPremises. <\/p>  
6.4 Inspection; Compliance<\/b>. Lessor and\nLessor\u0092s \u0093Lender\u0094<\/b> (as defined in Paragraph 30) and consultants shall have the right to enter into Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable notice, for the purpose of\ninspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance condition (see\nParagraph 9.1) is found to exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long as such inspection is\nreasonably related to the violation or contamination. In addition, Lessee shall provide copies of all relevant material safety data sheets (MSDS<\/b>) to Lessor within 10 days of the receipt of written request therefor. <\/p>  
7. Maintenance; Repairs, Utility Installations; Trade Fixtures and Alterations<\/b>.\n\n<\/p>  
7.1 Lessee\u0092s Obligations<\/b>. See Addendum 7.1.\n<\/p>  
(a) In General<\/b>. Subject to the\nprovisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee\u0092s Compliance with Applicable Requirements), 7.2 (Lessor\u0092s Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, at Lessee\u0092s sole expense,\nkeep the Premises, Utility Installations (intended for Lessee\u0092s exclusive use, no matter where located), and Alterations in good order, condition and repair (whether or not the portion of the Premises requiring repairs, or the means of\nrepairing the same, are reasonably or readily accessible to Lessee, and whether or not the need for such repairs occurs as a result of Lessee\u0092s use, any prior use, the elements or the age of such portion of the Premises), including, but not\nlimited to, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and\nskylights but excluding any items which are \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 7 OF 23<\/b>\n \n\n 
\nthe responsibility of Lessor pursuant to Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good\nmaintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1(b) below. Lessee\u0092s obligations shall include restorations, replacements or renewals when necessary to keep the\nPremises and all improvements thereon or a part thereof in good order, condition and state of repair. <\/p>  
(b) Service Contracts<\/b>. Lessee shall, at Lessee\u0092s sole expense, procure and maintain contracts, with copies to Lessor, in\ncustomary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, if and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels,\n(iii) clarifiers, and (iv) any other equipment, if reasonably required by Lessor. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon\ndemand, for the cost thereof. <\/p>  
(c) Failure\nto Perform<\/b>. If Lessee fails to perform Lessee\u0092s obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days\u0092 prior written notice to Lessee (except in the case of an emergency, in which case no notice shall\nbe required), perform such obligations on Lessee\u0092s behalf, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof. <\/p>  
(d) Replacement<\/b>. Subject to Lessee\u0092s\nindemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee\u0092s failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be\nrepaired other than at a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each month\nduring the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the product of multiplying the cost of such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (ie.\n1\/144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation at any time. <\/p>  
7.2 Lessor\u0092s Obligations<\/b>. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6\n(Use), 7.1 (Lessee\u0092s Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition\nof interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and\/or smoke detection systems, fire hydrants, parking lots, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common\nAreas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor\nbe obligated to maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in effect to the extent it is inconsistent with the terms of this Lease. <\/p>  
7.3 Utility Installations; Trade Fixtures; Alterations<\/b>. <\/p>  
(a) Definitions<\/b>. The term \u0093Utility\nInstallations\u0094<\/b> refers to all floor and window coverings, air and\/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and fencing\nin or on the Premises. The term \u0093Trade Fixtures\u0094<\/b> shall mean Lessee\u0092s machinery and equipment that can be removed without doing material damage to the Premises. The term \u0093Alterations\u0094<\/b> shall mean any modification\nof the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. \u0093Lessee Owned Alterations and\/or Utility Installations \u0094<\/b> are defined as Alterations and\/or Utility Installations made by\nLessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a). <\/p>  
(b) Consent<\/b>. Lessee shall not make any Alterations or Utility Installations to the Premises without Lessor\u0092s prior written consent. Lessee may, however, make non-structural Utility Installations to the\ninterior of the Premises (excluding the roof) without such consent but upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the\nelectrical, plumbing, HVAC, and\/or life safety systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal to 3 month\u0092s Base Rent in the aggregate or a sum equal to one month\u0092s Base Rent in any one\nyear. Notwithstanding the foregoing, Lessee shall not make or permit any roof penetrations and\/or install anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to\nutilize a contractor chosen and\/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent\nshall be deemed conditioned upon Lessee\u0092s: (i) acquiring all applicable governmental permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with\nall conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon\ncompletion furnish Lessor with as-built plans and specifications. For work which costs an amount in excess of one month\u0092s Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of\nthe estimated cost of such Alteration or Utility Installation and\/or upon Lessee\u0092s posting an additional Security Deposit with Lessor. <\/p>  
(c) Liens; Bonds<\/b>. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished to or\nfor Lessee at or for use on the Premises, which claims are or may be secured by any mechanic\u0092s or materialman\u0092s lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the\ncommencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and\nprotect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 8 OF 23<\/b>\n \n\n 
\nmay be rendered thereon before the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal to 150% of the amount\nof such contested lien, claim or demand, indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor\u0092s attorneys\u0092 fees and costs. <\/p>  
7.4 Ownership; Removal; Surrender; and Restoration<\/b>. See Addendum 7.4.\n\n<\/p>  
(a) Ownership<\/b>. Subject to\nLessor\u0092s right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in\nwriting to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration\nor termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises. <\/p>  
(b) Removal<\/b>. By delivery to Lessee of written notice from Lessor not earlier than 90 and not later than 30 days prior to the end of\nthe term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned\nAlterations or Utility Installations made without the required consent. <\/p>  
(c) Surrender; Restoration<\/b>. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris,\nand in good operating order, condition and state of repair, ordinary wear and tear excepted. \u0093Ordinary wear and tear\u0094 shall not include any damage or deterioration that would have been prevented by good maintenance practice.\nNotwithstanding the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any\ndamage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and\/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall\nalso completely remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project)\neven if such removal would require Lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the\nExpiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c)\nwithout the express written consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below. <\/p>  
8. Insurance; Indemnity<\/b>. <\/p>  
8.1 Payment of Premiums<\/b>. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b),\n8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date. <\/p>\n\n 
8.2 Liability Insurance<\/b>. <\/p>  
(a) Carried by Lessee<\/b>. Lessee shall obtain and keep\nin force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or\nmaintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000.\nLessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization\u0092s \u0093Additional Insured-Managers or Lessors of Premises\u0094 Endorsement and coverage shall also be extended\nto include damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an\n\u0093insured contract\u0094<\/b> for the performance of Lessee\u0092s indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee\nshall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only. <\/p>\n\n 
(b) Carried by Lessor<\/b>. Lessor shall maintain\nliability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein. <\/p>  
8.3 Property Insurance - Building, Improvements and Rental Value<\/b>.\n<\/p>  
(a) Building and Improvements<\/b>. Lessor\nshall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the\nfull insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations\nand Utility Installations, Trade Fixtures, and Lessee\u0092s personal property shall be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of\ndirect physical loss or damage (except the perils of flood and\/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction\nor replacement of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in \n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 9 OF 23<\/b>\n \n\n 
\nlieu of any coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance coverage amount by\na factor of not less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where the Premises are located. If such insurance coverage has a deductible clause, the deductible amount shall not\nexceed $1,000 per occurrence. <\/p>  
(b) Rental\nValue<\/b>. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor with loss payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additional 180\ndays (\u0093Rental Value insurance<\/u>\u0094). Said insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of coverage shall be adjusted annually to reflect the projected Rent otherwise payable by\nLessee, for the next 12 month period. <\/p>  
(c)\nAdjacent Premises<\/b>. Lessee shall pay for any increase in the premiums for the property insurance of the Building and for the Common Areas or other buildings in the Project if said increase is caused by Lessee\u0092s acts, omissions, use or\noccupancy of the Premises. <\/p>  
(d)\n\nLessee\u0092s Improvements<\/b>. Since Lessor is the Insuring Party, Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item in question has become the property of Lessor under the terms of this\nLease. <\/p>  
8.4 Lessee\u0092s Property; Business Interruption\nInsurance<\/b>. <\/p>  
(a) Property Damage<\/b>.\nLessee shall obtain and maintain insurance coverage on all of Lessee\u0092s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility Installations. Such insurance shall be full replacement cost coverage with a deductible of not to\nexceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide Lessor with written\nevidence that such insurance is in force. <\/p>  
(b)\n\nBusiness Interruption<\/b>. Lessee shall obtain and maintain loss of income and extra expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings attributable to all perils commonly insured against by prudent\nlessees in the business of Lessee or attributable to prevention of access to the Premises as a result of such perils. <\/p>  
(c) No Representation of Adequate Coverage<\/b>. Lessor makes no representation that the limits or forms of coverage of insurance\nspecified herein are adequate to cover Lessee\u0092s property, business operations or obligations under this Lease. <\/p>  
8.5 Insurance Policies<\/b>. Insurance required herein shall be by companies duly licensed or admitted to transact business in the state where the\nPremises are located, and maintaining during the policy term a \u0093General Policyholders Rating\u0094 of at least A-, VI, as set forth in the most current issue of \u0093Best\u0092s Insurance Guide\u0094, or such other rating as may be required by\na Lender. Lessee shall not do or permit to be done anything which invalidates the required insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies of policies of such insurance or certificates evidencing the\nexistence and amounts of the required insurance. No such policy shall be cancelable or subject to modification except after 30 days prior written notice to Lessor. Lessee shall, at least 10 days prior to the expiration of such policies, furnish\nLessor with evidence of renewals or \u0093insurance binders\u0094 evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies\nshall be for a term of at least one year, or the length of the remaining term of this Lease, whichever is less. If either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be\nrequired to, procure and maintain the same. <\/p>  
8.6 Waiver of\nSubrogation<\/b>. Without affecting any other rights or remedies, Lessee and Lessor each hereby release and relieve the other, and waive their entire right to recover damages against the other, for loss of or damage to its property arising out of or\nincident to the perils required to be insured against herein. The effect of such releases and waivers is not limited by the amount of insurance carried or required, or by any deductibles applicable hereto. The Parties agree to have their respective\nproperty damage insurance carriers waive any right to subrogation that such companies may have against Lessor or Lessee, as the case may be, so long as the insurance is not invalidated thereby. <\/p>  
8.7 Indemnity<\/b>. Except for Lessor\u0092s gross negligence or willful\nmisconduct, Lessee shall indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor\u0092s master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents and\/or damages, liens,\njudgments, penalties, attorneys\u0092 and consultants\u0092 fees, expenses and\/or liabilities arising out of, involving, or in connection with, the use and\/or occupancy of the Premises by Lessee. If any action or proceeding is brought against Lessor\nby reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee\u0092s expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such defense. Lessor need not have first paid any\nsuch claim in order to be defended or indemnified. <\/p>  
8.8\n\nExemption of Lessor from Liability<\/b>. Lessor shall not be liable for injury or damage to the person or goods, wares, merchandise or other property of Lessee, Lessee\u0092s employees, contractors, invitees, customers, or any other person in or\nabout the Premises, whether such damage or injury is caused by or results from fire, steam, electricity, gas, water or rain, indoor air quality, the presence of mold or from the breakage, leakage, obstruction or other defects of pipes, fire\nsprinklers, wires, appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said injury or damage results from conditions arising upon the Premises or upon other portions of the Building, or from other sources or places.\nLessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor nor from the failure of Lessor to enforce the provisions of any other lease in the Project. Notwithstanding Lessor\u0092s negligence or breach\nof this Lease, Lessor shall under no circumstances be liable for injury to Lessee\u0092s business or for any loss of income or profit therefrom. <\/p>  
8.9 Failure to Provide Insurance.<\/b> Lessee acknowledges that any failure on its part to obtain or maintain the insurance required herein will expose\nLessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required\ninsurance and\/or does not provide Lessor \n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 10 OF 23<\/b>\n \n\n 
\nwith the required binders or certificates evidencing the existence of the required insurance, the Base Rent shall be automatically increased, without any\nrequirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater. The parties agree that such increase in Base Rent represents fair and reasonable compensation for the additional risk\/costs\nthat Lessor will incur by reason of Lessee\u0092s failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute a waiver of Lessee\u0092s Default or Breach with respect to the failure to maintain such insurance,\nprevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee of its obligation to maintain the insurance specified in this Lease. <\/p>  
9. Damage or Destruction<\/b>. <\/p>  
9.1 Definitions<\/b>. <\/p>  
(a) \u0093Premises Partial Damage\u0094<\/b> shall mean damage or destruction to the improvements on the Premises, other than Lessee\nOwned Alterations and Utility Installations, which can reasonably be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof does not exceed a sum equal to 6 month\u0092s Base Rent. Lessor shall notify Lessee in\nwriting within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. Notwithstanding the foregoing, Premises Partial Damage shall not include damage to windows, doors, and\/or other similar items\nwhich Lessee has the responsibility to repair or replace pursuant to the provisions of Paragraph 7.1. <\/p>  
(b) \u0093Premises Total Destruction\u0094<\/b> shall mean damage or destruction to the improvements on the Premises, other than Lessee\nOwned Alterations and Utility Installations and Trade Fixtures, which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction and\/or the cost thereof exceeds a sum equal to 6 month\u0092s Base Rent. Lessor shall\nnotify Lessee in writing within 30 days from the date of the damage or destruction as to whether or not the damage is Partial or Total. <\/p>  
(c) \u0093Insured Loss\u0094<\/b> shall mean damage or destruction to improvements on the Premises, other than Lessee Owned Alterations\nand Utility Installations and Trade Fixtures, which was caused by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of any deductible amounts or coverage limits involved. <\/p>  
(d) \u0093Replacement Cost\u0094<\/b> shall mean the cost\nto repair or rebuild the improvements owned by Lessor at the time of the occurrence to their condition existing immediately prior thereto, including demolition, debris removal and upgrading required by the operation of Applicable Requirements, and\nwithout deduction for depreciation. <\/p>  
(e)\n\n\u0093Hazardous Substance Condition\u0094<\/b> shall mean the occurrence or discovery of a condition involving the presence of, or a contamination by, a Hazardous Substance as defined in Paragraph 6.2(a), in, on, or under the Premises which\nrequires repair, remediation, or restoration. <\/p>  
9.2 Partial\nDamage - Insured Loss<\/b>. If a Premises Partial Damage that is an Insured Loss occurs, then Lessor shall, at Lessor\u0092s expense, repair such damage (but not Lessee\u0092s Trade Fixtures or Lessee Owned Alterations and Utility Installations) as\nsoon as reasonably possible and this Lease shall continue in full force and effect; provided, however, that Lessee shall, at Lessor\u0092s election, make the repair of any damage or destruction the total cost to repair of which is $10,000 or less,\nand, in such event, Lessor shall make any applicable insurance proceeds available to Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not\nsufficient to effect such repair, the Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete said repairs. In the event, however, such shortage was due to the fact that, by reason of the unique nature of\nthe improvements, full replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless\nLessee provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance thereof within said 10\nday period, the party responsible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheless elect by written\nnotice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with Lessor paying any shortage in proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this Lease\nterminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any funds contributed by Lessee to repair any such damage or destruction. Premises Partial Damage due to flood or earthquake shall be subject to Paragraph 9.3,\nnotwithstanding that there may be some insurance coverage, but the net proceeds of any such insurance shall be made available for the repairs if made by either Party. <\/p>  
9.3 Partial Damage - Uninsured Loss <\/b>. If a Premises Partial Damage that is not an Insured Loss occurs, unless caused\nby a negligent or willful act of Lessee (in which event Lessee shall make the repairs at Lessee\u0092s expense), Lessor may either: (i) repair such damage as soon as reasonably possible at Lessor\u0092s expense, in which event this Lease shall\ncontinue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall be effective 60 days following the date\nof such notice. In the event Lessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination notice to give written notice to Lessor of Lessee\u0092s commitment to pay for the repair of such damage\nwithout reimbursement from Lessor. Lessee shall provide Lessor with said funds or satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease shall continue in full force and effect, and Lessor shall proceed\nto make such repairs as soon as reasonably possible after the required funds are available. If Lessee does not make the required commitment, this Lease shall terminate as of the date specified in the termination notice. <\/p>  
9.4 Total Destruction<\/b>. Notwithstanding any other provision hereof, if\na Premises Total Destruction occurs, this Lease shall terminate \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 11 OF 23<\/b>\n \n\n 
\n60 days following such Destruction. If the damage or destruction was caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the\nright to recover Lessor\u0092s damages from Lessee, except as provided in Paragraph 8.6. <\/p>  
9.5 Damage Near End of Term<\/b>. If at any time during the last 6 months of this Lease there is damage for which the cost to repair exceeds one month\u0092s Base Rent, whether or not an Insured Loss, Lessor may\nterminate this Lease effective 60 days following the date of occurrence of such damage by giving a written termination notice to Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time\nhas an exercisable option to extend this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance thereof) needed to\nmake the repairs on or before the earlier of (i) the date which is 10 days after Lessee\u0092s receipt of Lessor\u0092s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon which such option expires. If Lessee\nduly exercises such option during such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at Lessor\u0092s commercially reasonable expense, repair such damage as soon as\nreasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and provide such funds or assurance during such period, then this Lease shall terminate on the date specified in the termination\nnotice and Lessee\u0092s option shall be extinguished. <\/p>  
9.6\n\nAbatement of Rent; Lessee\u0092s Remedies<\/b>. <\/p>  
(a) Abatement<\/b>. In the event of Premises Partial Damage or Premises Total Destruction or a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the Rent payable by Lessee for the period required for the\nrepair, remediation or restoration of such damage shall be abated in proportion to the degree to which Lessee\u0092s use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other obligations of\nLessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration except as provided herein. <\/p>  
(b) Remedies<\/b>. If Lessor shall be obligated to repair or restore the Premises and does not commence,\nin a substantial and meaningful way, such repair or restoration within 90 days after such obligation shall accrue, Lessee may, at any time prior to the commencement of such repair or restoration, give written notice to Lessor and to any Lenders of\nwhich Lessee has actual notice, of Lessee\u0092s election to terminate this Lease on a date not less than 60 days following the giving of such notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days\nthereafter, this Lease shall terminate as of the date specified in said notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. \u0093Commence\u0094 shall mean either the\nunconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs. <\/p>  
9.7 Termination; Advance Payments<\/b>. Upon termination of this Lease pursuant to Paragraph 6.2(g) or Paragraph 9, an equitable adjustment shall be\nmade concerning advance Base Rent and any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee\u0092s Security Deposit as has not been, or is not then required to be, used by Lessor.\n\n<\/p>  
9.8 Waive Statutes<\/b>. Lessor and Lessee agree that the\nterms of this Lease shall govern the effect of any damage to or destruction of the Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute to the extent inconsistent herewith.\n<\/p>  
10. Real Property Taxes<\/b>. <\/p>  
10.1 Definition<\/b>. As used herein, the term \u0093Real Property\nTaxes\u0094<\/b> shall include any form of gross receipt tax assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other than inheritance, personal income or estate taxes); improvement bond; and\/or license fee\nimposed upon or levied against any legal or equitable interest of Lessor in the Project, Lessor\u0092s right to other income therefrom, and\/or Lessor\u0092s business of leasing, by any authority having the direct or indirect power to tax and where\nthe funds are generated with reference to the Project address and where the proceeds so generated are to be applied by the city, county or other local taxing authority of a jurisdiction within which the Project is located. The term \u0093Real\nProperty Taxes\u0094 shall also include any tax, fee, levy, assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the ownership of the\nProject, (ii) a change in the improvements thereon, and\/or (iii) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease. In calculating Real Property Taxes for any calendar year, the Real Property Taxes for\nany real estate tax year shall be included in the calculation of Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common. <\/p>  
10.2 Payment of Taxes<\/b>. Except as otherwise provided in Paragraph 10.3,\nLessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2. <\/p>  
10.3 Additional Improvements<\/b>. Common Area Operating Expenses shall not\ninclude Real Property Taxes specified in the tax assessor\u0092s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.\nNotwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety of any increase in Real Property Taxes if assessed solely by reason of Alterations,\nTrade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee\u0092s request or by reason of any alterations or improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.\n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 12 OF 23<\/b>\n \n\n 
10.4 Joint Assessment<\/b>. If the Building is not separately assessed, Real Property Taxes allocated\nto the Building shall be an equitable proportion of the Real Property Taxes for all of the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor from the respective valuations assigned in the\nassessor\u0092s work sheets or such other information as may be reasonably available. Lessor\u0092s reasonable determination thereof, in good faith, shall be conclusive. <\/p>  
10.5 Personal Property Taxes<\/b>. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee\nOwned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property of Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade\nFixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of Lessor. If any of Lessee\u0092s said property shall be assessed with Lessor\u0092s real property, Lessee shall pay Lessor\nthe taxes attributable to Lessee\u0092s property within 10 days after receipt of a written statement setting forth the taxes applicable to Lessee\u0092s property. <\/p>  
11. Utilities and Services<\/b>. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities\nand services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor\u0092s sole judgment, Lessor determines that Lessee is using a disproportionate amount of water,\nelectricity or other commonly metered utilities, or that Lessee is generating such a large volume of trash as to require an increase in the size of the trash receptacle and\/or an increase in the number of times per month that it is emptied, then\nLessor may increase Lessee\u0092s Base Rent by an amount equal to such increased costs. There shall be no abatement of Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any\nutility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause beyond Lessor\u0092s reasonable control or in cooperation with governmental request or directions. See Addendum 11. <\/p>  
12. Assignment and Subletting<\/b>. See Addendum 12. <\/p>  
12.1 Lessor\u0092s Consent Required<\/b>. <\/p>  
(a) Lessee shall not voluntarily or by operation of law\nassign, transfer, mortgage or encumber (collectively, \u0093assign or assignment\u0094<\/b>) or sublet all or any part of Lessee\u0092s interest in this Lease or in the Premises without Lessor\u0092s prior written consent. <\/p>  
(b) Unless Lessee is a corporation and its stock is publicly\ntraded on a national stock exchange, a change in the control of Lessee shall constitute an assignment requiring consent. The transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a change in control for\nthis purpose.. <\/p>  \n
(d) An assignment or subletting without consent shall, at Lessor\u0092s option, be a Default curable after\nnotice per Paragraph 13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may either: (i) terminate this Lease, or\n(ii) upon 30 days written notice, increase the monthly Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee shall\nbe subject to similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of the scheduled adjusted rent. <\/p>\n\n 
(e) Lessee\u0092s remedy for any breach of Paragraph 12.1\nby Lessor shall be limited to compensatory damages and\/or injunctive relief. <\/p>  
(f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in Default at the time consent is requested. <\/p>  
(g) Notwithstanding the foregoing, allowing a diminimus portion of the Premises, i.e. 20 square feet or\nless, to be used by a third party vendor in connection with the installation of a vending machine or payphone shall not constitute a subletting. <\/p>  
12.2 Terms and Conditions Applicable to Assignment and Subletting<\/b>. <\/p>  
(a) Regardless of Lessor\u0092s consent, no assignment or subletting shall: (i) be effective without the\nexpress written assumption by such assignee or sublessee of the obligations of Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the primary liability of Lessee for the payment of Rent or for the performance\nof any other obligations to be performed by Lessee. <\/p>  
(b) Lessor may accept Rent or performance of Lessee\u0092s obligations from any person other than Lessee pending approval or disapproval of an assignment. Neither a delay in the approval or disapproval of such assignment nor the acceptance\nof Rent or performance shall constitute a waiver or estoppel of Lessor\u0092s right to exercise its remedies for Lessee\u0092s Default or Breach. <\/p>  
(c) Lessor\u0092s consent to any assignment or subletting shall not constitute consent to any subsequent assignment or subletting.\n\n<\/p>  
(d) In the event of any Default or Breach by\nLessee, Lessor may proceed directly against Lessee, any Guarantors or anyone \n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\nPAGE 13 OF 23<\/b>\n \n\n 
\n\nelse responsible for the performance of Lessee\u0092s obligations under this Lease, including any assignee or sublessee, without first exhausting\nLessor\u0092s remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. <\/p>  
(e) Each request for consent to an assignment or subletting shall be in writing, accompanied by information relevant to Lessor\u0092s\ndetermination as to the financial and operational responsibility and appropriateness of the proposed assignee or sublessee, including but not limited to the intended use and\/or required modification of the Premises, if any, together with a fee of\n$500<\/strike> $1,000 as consideration for Lessor\u0092s considering and processing said request. Lessee agrees to provide Lessor with such other or additional information and\/or documentation as may be reasonably requested. (See also\nParagraph 36) <\/p>  
(f) Any assignee of, or\nsublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed to have assumed and agreed to conform and comply with each and\nevery term, covenant, condition and obligation herein to be observed or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with provisions of an assignment or sublease\nto which Lessor has specifically consented to in writing. <\/p>  
(g) Lessor\u0092s consent to any assignment or subletting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented to by\nLessor in writing. (See Paragraph 39.2) <\/p>  
12.3 Additional\nTerms and Conditions Applicable to Subletting<\/b>. The following terms and conditions shall apply to any subletting by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly\nincorporated therein: <\/p>  
(a) Lessee hereby\nassigns and transfers to Lessor all of Lessee\u0092s interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee\u0092s obligations under this Lease; provided, however, that until a Breach shall occur\nin the performance of Lessee\u0092s obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee\u0092s then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by\nreason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee to perform and comply with any of Lessee\u0092s obligations to such sublessee. Lessee\nhereby irrevocably authorizes and directs any such sublessee, upon receipt of a written notice from Lessor stating that a Breach exists in the performance of Lessee\u0092s obligations under this Lease, to pay to Lessor all Rent due and to become due\nunder the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary.\n\n<\/p>  
(b) In the event of a Breach by Lessee,\nLessor may, at its option, require sublessee to attorn to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the time of the exercise of said option to the expiration of such sublease; provided,\nhowever, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor. <\/p>  
(c) Any matter requiring the consent of the sublessor under a sublease shall also require the consent of\nLessor. <\/p>  
(d) No sublessee shall further assign\nor sublet all or any part of the Premises without Lessor\u0092s prior written consent. <\/p>  
(e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right to cure the\nDefault of Lessee within the grace period, if any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee. <\/p>  
13. Default; Breach; Remedies<\/b>. <\/p>  
13.1 Default; Breach<\/b>. A \u0093Default\u0094<\/b> is defined as a\nfailure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A \u0093Breach\u0094<\/b> is defined as the occurrence of one or more of the following Defaults, and the failure of\nLessee to cure such Default within any applicable grace period: <\/p>  
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in Paragraph 8.3 is\njeopardized as a result thereof, or without providing reasonable assurances to minimize potential vandalism. <\/p>  
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor\nor to a third party, when due, to provide reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers or threatens life or property, where such failure continues for a period of 3 business days\nfollowing written notice to Lessee. <\/p>  
(c) The\ncommission of waste, act or acts constituting public or private nuisance, and\/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following written notice to Lessee. <\/p>  
(d) The failure by Lessee to provide (i) reasonable written\nevidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty\nand\/or Guarantor, (vii) any document requested under Paragraph 41, (viii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such\nfailure continues for a period of 10 days following written notice to Lessee. <\/p>  
(e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d),\nabove, where such Default continues for a period of 30 days after written notice; provided, however, that if the nature of Lessee\u0092s Default is such that more than 30 days are reasonably required for its cure, then it \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 14 OF 23<\/b>\n \n\n 
\nshall not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.\n<\/p>  
(f) The occurrence of any of the following\nevents: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a \u0093debtor\u0094<\/b> as defined in 11 U.S.C. \u00a7 101 or any successor statute thereto (unless, in the case of a petition filed\nagainst Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee\u0092s assets located at the Premises or of Lessee\u0092s interest in this Lease, where\npossession is not restored to Lessee within 30 days; or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee\u0092s assets located at the Premises or of Lessee\u0092s interest in this Lease, where such seizure is\nnot discharged within 30 days; provided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining provisions.\n\n<\/p>  
(g) The discovery that any financial\nstatement of Lessee or of any Guarantor given to Lessor was materially false. <\/p>  
(h) If the performance of Lessee\u0092s obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor\u0092s liability with respect to this Lease other than in\naccordance with the terms of such guaranty, (iii) a Guarantor\u0092s becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor\u0092s refusal to honor the guaranty, or (v) a Guarantor\u0092s breach of its guaranty obligation on an\nanticipatory basis, and Lessee\u0092s failure, within 60 days following written notice of any such event, to provide written alternative assurance or security, which, when coupled with the then existing resources of Lessee, equals or exceeds the\ncombined financial resources of Lessee and the Guarantors that existed at the time of execution of this Lease. <\/p>  
13.2 Remedies<\/b>. If Lessee fails to perform any of its affirmative duties or obligations, within 10 days after written notice (or in case of an\nemergency, without notice), Lessor may, at its option, perform such duty or obligation on Lessee\u0092s behalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or\napprovals. Lessee shall pay to Lessor an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may, with or without further notice or demand, and\nwithout limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: <\/p>  
(a) Terminate Lessee\u0092s right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee\nshall immediately surrender possession to Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the time of termination; (ii) the worth at the time of award of the amount by which the\nunpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the\nunpaid rent for the balance of the term after the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately\ncaused by the Lessee\u0092s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses\nof reletting, including necessary renovation and alteration of the Premises, reasonable attorneys\u0092 fees, and that portion of any leasing commission paid by Lessor in connection with this Lease applicable to the unexpired term of this Lease. The\nworth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are\nlocated at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee\u0092s Breach of this Lease shall not waive Lessor\u0092s right to recover damages under Paragraph 12. If termination of this Lease is obtained\nthrough the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate\nsuit. If a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph\n13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both\nan unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and\/or by said statute. <\/p>  
(b) Continue the Lease and Lessee\u0092s right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or\nassign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and\/or the appointment of a receiver to protect the Lessor\u0092s interests, shall not constitute a termination of the Lessee\u0092s right to possession.\n\n<\/p>  
(c) Pursue any other remedy now or hereafter\navailable under the laws or judicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and\/or the termination of Lessee\u0092s right to possession shall not relieve Lessee from liability under any\nindemnity provisions of this Lease as to matters occurring or accruing during the term hereof or by reason of Lessee\u0092s occupancy of the Premises. <\/p>  
13.3 Inducement Recapture<\/b>. Any agreement for free or abated rent or other charges, or for the giving or paying by Lessor to or for Lessee of any\ncash or other bonus, inducement or consideration for Lessee\u0092s entering into this Lease, all of which concessions are hereinafter referred to as \u0093Inducement Provisions\u0094 <\/b>, shall be deemed conditioned upon Lessee\u0092s full and\nfaithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any\nrent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by\nLessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor at the\ntime of such acceptance. <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 15 OF 23<\/b>\n \n\n 
13.4 Late Charges<\/b>. Lessee hereby acknowledges that late payment by Lessee of Rent will cause\nLessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon\nLessor by any Lender. Accordingly, if any Rent shall not be received by Lessor within three (3) 5<\/strike> days after such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor as\nadditional rent a one-time late charge equal to 10% of each such overdue amount or<\/strike> $100, whichever is greater<\/strike>. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs\nLessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee\u0092s Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other\nrights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at\nLessor\u0092s option, become due and payable quarterly in advance. See Addendum 1.7. <\/p>  
13.5 Interest<\/b>. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30 days following the date on which it\nwas due for non-scheduled payment, shall bear interest from the date when due, as to scheduled payments, or the 31st day after it was due as to non-scheduled payments. The interest (\u0093Interest\u0094<\/b>) charged shall be computed at the rate\nof 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4. <\/p>  
13.6 Breach by Lessor<\/b>. <\/p>  
(a) Notice of Breach<\/b>. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an\nobligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days after receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for\nsuch purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, that if the nature of Lessor\u0092s obligation is such that more than 30 days are reasonably required for its performance, then\nLessor shall not be in breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion. <\/p>  
(b) Performance by Lessee on Behalf of Lessor<\/b>. In the event that neither Lessor nor Lender cures said breach within 30 days after\nreceipt of said notice, or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee\u0092s expense and offset from Rent the actual and reasonable cost to perform such cure,\nprovided however, that such offset shall not exceed an amount equal to the greater of one month\u0092s Base Rent or the Security Deposit, reserving Lessee\u0092s right to reimbursement from Lessor for any such expense in excess of such offset.\nLessee shall document the cost of said cure and supply said documentation to Lessor. <\/p>  
14. Condemnation<\/b>. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively \u0093Condemnation\u0094<\/b>), this Lease shall terminate as\nto the part taken as of the date the condemning authority takes title or possession, whichever first occurs. If more than 10% of the floor area of the Unit, or more than 25% of Lessee\u0092s Reserved Parking Spaces, is taken by Condemnation, Lessee\nmay, at Lessee\u0092s option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days after the condemning authority shall have taken possession)\nterminate this Lease as of the date the condemning authority takes such possession. If Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises\nremaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and\/or payments shall be the property of Lessor, whether such award shall be made as\ncompensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to any compensation for Lessee\u0092s relocation expenses, loss of business goodwill\nand\/or Trade Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by Lessee, for purposes of Condemnation only, shall be\nconsidered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises\ncaused by such Condemnation. <\/p>  
15. Brokerage Fees<\/b>. <\/p>  
15.1 Additional Commission<\/b>. In addition to the payments owed pursuant\nto Paragraph 1.10 above, and unless Lessor and the Brokers otherwise agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires from Lessor any rights to the Premises or other premises owned by Lessor and\nlocated within the Project, (c) if Lessee remains in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased, whether by agreement or operation of an escalation clause herein,\nthen, Lessor shall pay Brokers a fee in accordance with the schedule of the Brokers in effect at the time of the execution of this Lease<\/strike> separate agreement. <\/p>  
15.2 Assumption of Obligations<\/b>. Any buyer or transferee of Lessor\u0092s interest in this Lease shall be deemed to\nhave assumed Lessor\u0092s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 16 OF 23<\/b>\n \n\n 
15.3 Representations and Indemnities of Broker Relationships<\/b>. Lessee and Lessor each represent and\nwarrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled to any commission or finder\u0092s fee\nin connection herewith. Lessee and Lessor do each hereby agree to indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar\nparty by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, attorneys\u0092 fees reasonably incurred with respect thereto. <\/p>  
16. Estoppel Certificates<\/b>. <\/p>  
(a) Each Party (as \u0093Responding Party\u0094<\/b>) shall within 10 days after written notice from the other Party (the\n\n\u0093Requesting Party\u0094<\/b>) execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current \u0093Estoppel Certificate\u0094 <\/b>form published by the AIR Commercial Real Estate\nAssociation, plus such additional information, confirmation and\/or statements as may be reasonably requested by the Requesting Party. <\/p>  
(b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may\nexecute an Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party\u0092s performance, and\n(iii) if Lessor is the Requesting Party, not more than one month\u0092s rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party\u0092s Estoppel Certificate, and the Responding Party shall be\nestopped from denying the truth of the facts contained in said Certificate. <\/p>  
(c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements as\nmay be reasonably required by such lender or purchaser, including but not limited to Lessee\u0092s financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and\nshall be used only for the purposes herein set forth. <\/p>  
17. Definition of\nLessor<\/b>. The term \u0093Lessor\u0094<\/b> as used herein shall mean the owner or owners at the time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee\u0092s interest in the prior lease. In the event of a\ntransfer of Lessor\u0092s title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Except as provided in Paragraph 15, upon such transfer\nor assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and\/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the\nforegoing, the obligations and\/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined. <\/p>  
18. Severability<\/b>. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any\nother provision hereof. <\/p>  
19. Days<\/b>. Unless otherwise specifically\nindicated to the contrary, the word \u0093days\u0094<\/b> as used in this Lease shall mean and refer to calendar days. <\/p>  
20. Limitation on Liability<\/b>. The obligations of Lessor under this Lease shall not constitute personal obligations of Lessor, or its partners, members, directors,\nofficers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessor\u0092s partners, members,\ndirectors, officers or shareholders, or any of their personal assets for such satisfaction. <\/p>  
21. Time of Essence <\/b>. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease. <\/p>  
22. No Prior or Other Agreements; Broker Disclaimer<\/b>. This Lease contains all\nagreements between the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that it has made, and is\nrelying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with\nrespect thereto or with respect to any default or breach hereof by either Party. The liability (including court costs and attorneys\u0092 fees), of any Broker with respect to negotiation, execution, delivery or performance by either Lessor or Lessee\nunder this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker\u0092s liability shall not be\napplicable to any gross negligence or willful misconduct of such Broker. <\/p>  
23.\n\nNotices<\/b>. <\/p>  
23.1 Notice Requirements<\/b>. All notices\nrequired or permitted by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by\nfacsimile transmission, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party\u0092s signature on this Lease shall be that Party\u0092s address for delivery or mailing of\nnotices. Either Party may by written notice to the other specify a different address for notice, except that upon Lessee\u0092s taking possession of the Premises, the Premises shall constitute Lessee\u0092s address for notice. A copy of all notices\nto Lessor shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to time hereafter designate in writing. <\/p>  
23.2 Date of Notice<\/b>. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown\non the receipt card, or if no delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed given 72 hours after \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 17 OF 23<\/b>\n \n\n 
\nthe same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantee\nnext day delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or courier. Notices transmitted by facsimile transmission or similar means shall be deemed delivered upon telephone confirmation of receipt\n(confirmation report from fax machine is sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a Saturday, Sunday or legal holiday, it shall be deemed received on the next business day. <\/p>  
24. Waivers<\/b>. No waiver by Lessor of the Default or Breach of any term, covenant or\ncondition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor\u0092s consent to, or\napproval of, any act shall not be deemed to render unnecessary the obtaining of Lessor\u0092s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppel to enforce the provision or provisions of\nthis Lease requiring such consent. The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying\nstatements or conditions made by Lessee in connection therewith, which such statements and\/or conditions shall be of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or before the time of deposit of such payment.\n\n<\/p>  
25. Disclosures Regarding The Nature of a Real Estate Agency\nRelationship<\/b>. <\/p>  
(a) When entering into a\ndiscussion with a realestate agent regarding a realestate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation it has with the agent or agents in the transaction. Lessor and Lessee\nacknowledge being advised by the Brokers in this transaction, as follows: <\/p>  
(i) Lessor\u0092s Agent<\/i>. A Lessor\u0092s agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lessor\u0092s agent or subagent has the following affirmative obligations: To\nthe Lessor<\/u>: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To the Lessee and the Lessor<\/u> : (a) Diligent exercise of reasonable skills and care in performance of the agent\u0092s duties. (b) A\nduty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the\nParties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. <\/p>  
(ii) Lessee\u0092s Agent<\/i>. An agent can agree to act as agent for the Lessee only. In these\nsituations, the agent is not the Lessor\u0092s agent, even if by agreement the agent may receive compensation for services rendered, either in full or in part from the Lessor. An agent acting only for a Lessee has the following affirmative\nobligations. To the Lessee<\/u>: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To the Lessee and the Lessor<\/u>: (a) Diligent exercise of reasonable skills and care in performance of the\nagent\u0092s duties. (b) A duty of honest and fair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and\nobservation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. <\/p>  
(iii) Agent Representing Both Lessor and Lessee<\/i>. A\nreal estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual\nagency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the\nLessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an\namount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect\ntheir own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax advice\nis desired, consult a competent professional. <\/p>  
(b) Brokers have no responsibility with respect to any Default or Breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating to this Lease may be\nbrought against Broker more than one year after the Start Date and that the liability (including court costs and attorneys\u0092 fees), of any Broker with respect to any such lawsuit and\/or legal proceeding shall not exceed the fee received by such\nBroker pursuant to this Lease; provided, however, that the foregoing limitation on each Broker\u0092s liability shall not be applicable to any gross negligence or willful misconduct of such Broker. <\/p>  
(c) Buyer and Seller agree to identify to Brokers as\n\n\u0093Confidential\u0094 any communication or information given Brokers that is considered by such Party to be confidential. <\/p>  
26. No Right To Holdover<\/b>. Lessee has no right to retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the\nevent that Lessee holds over, then the Base Rent shall be increased to 150% of the Base Rent applicable immediately preceding the expiration or termination. Nothing contained herein shall be construed as consent by Lessor to any holding over by\nLessee. <\/p>  
27. Cumulative Remedies<\/b>. No remedy or election hereunder shall\nbe deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity. <\/p>  
28. Covenants and Conditions; Construction of Agreement<\/b>. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles\nare for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as if prepared by one of the\nParties, but rather according to its fair meaning as a whole, as if both Parties had prepared it. \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 18 OF 23<\/b>\n \n\n 
29. Binding Effect; Choice of Law<\/b>. This Lease shall be binding upon the parties, their personal representatives,\nsuccessors and assigns and be governed by the laws of the State in which the Premises are located. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located. <\/p>  
30. Subordination; Attornment; Non-Disturbance<\/b>. <\/p>  
30.1 Subordination<\/b>. This Lease and any Option granted hereby shall be\nsubject and subordinate to any ground lease, mortgage, deed of trust, or other hypothecation or security device (collectively, \u0093Security Device\u0094<\/b>), now or hereafter placed upon the Premises, to any and all advances made on the\nsecurity thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as \u0093Lender\u0094<\/b>) shall have no liability or obligation to\nperform any of the obligations of Lessor under this Lease. Any Lender may elect to have this Lease and\/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to Lessee, whereupon this Lease and such\nOptions shall be deemed prior to such Security Device, notwithstanding the relative dates of the documentation or recordation thereof. <\/p>  
30.2 Attornment<\/b>. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or\ntermination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and\nprovisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be\nrelieved of any further obligations hereunder and such new owner shall assume all of Lessor\u0092s obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior\nto acquisition of ownership; (b) be subject to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month\u0092s rent, or (d) be liable for the return of any security deposit paid to\nany prior lessor. <\/p>  
30.3 Non-Disturbance<\/b>. With respect to\nSecurity Devices entered into by Lessor after the execution of this Lease, Lessee\u0092s subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a \u0093Non-Disturbance Agreement\u0094 <\/b>)\nfrom the Lender which Non-Disturbance Agreement provides that Lessee\u0092s possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to\nthe record owner of the Premises. Further, within 60 days after the execution of this Lease, Lessor shall use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is\nsecured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee\u0092s option, directly contact Lender and attempt to negotiate for the execution and delivery of a\nNon-Disturbance Agreement. <\/p>  
30.4 Self-Executing<\/b>. The\nagreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises,\nLessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and\/or Non-Disturbance Agreement provided for herein. <\/p>  
31. Attorneys\u0092 Fees<\/b>. If any Party or Broker brings an action or proceeding\ninvolving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys\u0092 fees.\nSuch fees may be awarded in the same suit or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, \u0093Prevailing Party\u0094<\/b> shall include, without limitation, a Party or\nBroker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense. The attorneys\u0092 fees award shall not be\ncomputed in accordance with any court fee schedule, but shall be such as to fully reimburse all attorneys\u0092 fees reasonably incurred. In addition, Lessor shall be entitled to attorneys\u0092 fees, costs and expenses incurred in the preparation\nand service of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services\nand consultation). <\/p>  
32. Lessor\u0092s Access; Showing Premises; Repairs<\/b>.\nLessor and Lessor\u0092s agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times after reasonable prior notice for the purpose of showing the same to prospective purchasers,\nlenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises\nand\/or other premises as long as there is no material adverse effect on Lessee\u0092s use of the Premises. All such activities shall be without abatement of rent or liability to Lessee. <\/p>  
33. Auctions<\/b>. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor\u0092s prior written\nconsent. Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction. <\/p>  
34. Signs<\/b>. Lessor may place on the Premises ordinary \u0093For Sale\u0094 signs at any time and ordinary \u0093For Lease\u0094 signs during the last 6 months of\nthe term hereof. Except for ordinary \u0093For Sublease\u0094 signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessor\u0092s prior written consent. All signs must comply with all Applicable\nRequirements. <\/p>  
35. Termination; Merger<\/b>. Unless specifically stated\notherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor for Breach by Lessee, shall automatically terminate any sublease or lesser\nestate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor\u0092s failure within 10 days \n\n<\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\n\n\n\nPAGE 19 OF 23<\/b>\n \n\n 
\nfollowing any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor\u0092s election to\nhave such event constitute the termination of such interest. <\/p>  
36.\n\nConsents<\/b>. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessor\u0092s actual reasonable costs\nand expenses (including but not limited to architects\u0092, attorneys\u0092, engineers\u0092 and other consultants\u0092 fees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited\nto consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessor\u0092s consent to any act, assignment or subletting shall\nnot constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically stated in writing by Lessor at the\ntime of such consent. The failure to specify herein any particular condition to Lessor\u0092s consent shall not preclude the imposition by Lessor at the time of consent of such further or other conditions as are then reasonable with reference to the\nparticular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its\nreasons in writing and in reasonable detail within 10 business days following such request. <\/p>  
37. Guarantor<\/b>. <\/p>  
37.1\n\nExecution<\/b>. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the AIR Commercial Real Estate Association. <\/p>  
37.2 Default<\/b>. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution\nof the guaranty, including the authority of the party signing on Guarantor\u0092s behalf to obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of a resolution of its board of directors authorizing the making of such\nguaranty, (b) current financial statements, (c) an Estoppel Certificate, or (d) written confirmation that the guaranty is still in effect. <\/p>  
38. Quiet Possession<\/b>. Subject to payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee\u0092s part to be\nobserved and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof. <\/p>  
39. Options<\/b>. If Lessee is granted an option, as defined below, then the following provisions shall apply. <\/p>  
39.1 Definition<\/b>. \u0093Option\u0094<\/b> shall mean: (a) the right\nto extend the term of or renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase\nor the right of first refusal to purchase the Premises or other property of Lessor. <\/p>  
39.2 Options Personal To Original Lessee<\/b>. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be assigned or exercised by anyone other than said original Lessee and only\nwhile the original Lessee is in full possession of the Premises and, if requested by Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting. <\/p>  
39.3 Multiple Options<\/b>. In the event that Lessee has any multiple Options to extend or renew this Lease, a later\nOption cannot be exercised unless the prior Options have been validly exercised. <\/p>  
39.4 Effect of Default on Options<\/b>. <\/p>  
(a) Lessee shall have no right to exercise an Option: (i) during the period commencing with the giving of any notice of Default and continuing until said Default is cured, (ii) during the period of time any Rent is\nunpaid (without regard to whether notice thereof is given Lessee), (iii) during the time Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Default, whether or not the Defaults are cured,\nduring the 12 month period immediately preceding the exercise of the Option. <\/p>  
(b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee\u0092s inability to exercise an Option because of the provisions of Paragraph 39.4(a). <\/p>\n\n 
(c) An Option shall terminate and be of no further force\nor effect, notwithstanding Lessee\u0092s due and timely exercise of the Option, if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days after such\nRent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if Lessee commits a Breach of this Lease. <\/p>  
40. Security Measures<\/b>. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures,\nand that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their property from the acts of third parties. <\/p>  
41. Reservations<\/b>. Lessor reserves the right: (i) to grant, without the consent or\njoinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and\/or install new utility raceways, so long as such easements, rights,\ndedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee. Lessee agrees to sign any documents reasonably requested by Lessor to effectuate such rights. <\/p>  
42. Performance Under Protest<\/b>. If at any time a dispute shall arise as to any amount\nor sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment \u0093under protest\u0094 and such payment shall not be\nregarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of said Party to pay such sum or any part\nthereof, said Party shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid \u0093under protest\u0094 within 6 months shall be deemed to have\nwaived its right to protest such payment. <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 20 OF 23<\/b>\n \n\n 
43. Authority; Multiple Parties; Execution<\/b>. <\/p>  
(a) If either Party hereto is a corporation, trust, limited liability company, partnership, or similar\nentity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days after request, deliver to the other\nParty satisfactory evidence of such authority. <\/p>  
(b) If this Lease is executed by more than one person or entity as \u0093Lessee\u0094, each such person or entity shall be jointly and severally liable hereunder. It is agreed that any one of the named Lessees shall be empowered to execute\nany amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees had executed such document. <\/p>  
(c) This Lease may be executed by the Parties in\ncounterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. <\/p>  
44. Conflict<\/b>. Any conflict between the printed provisions of this Lease and the typewritten or handwritten provisions shall be controlled by the typewritten or\nhandwritten provisions. <\/p>  
45. Offer<\/b>. Preparation of this Lease by either\nparty or their agent and submission of same to the other Party shall not be deemed an offer to lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto. <\/p>  
46. Amendments<\/b>. This Lease may be modified only in writing, signed by the Parties in\ninterest at the time of the modification. As long as they do not materially change Lessee\u0092s obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably required by a Lender in\nconnection with the obtaining of normal financing or refinancing of the Premises. <\/p>  
47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT<\/b>. <\/p>  
48. Mediation and Arbitration of Disputes<\/b>. An Addendum requiring the Mediation and\/or\nthe Arbitration of all disputes between the Parties and\/or Brokers arising out of this Lease \u00a8 is \u00fe is not\nattached to this Lease. <\/p>  
49. Americans with Disabilities Act. <\/b>Since\ncompliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee\u0092s specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the\nevent that Lessee\u0092s use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance, Lessee agrees to make any such necessary modifications and\/or additions at Lessee\u0092s expense. <\/p> \n\n\n\n\n\n\n       \n\n\n\n\n\nPAGE 21 OF 23<\/b>\n \n\n 
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE\nEXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND\nLESSEE WITH RESPECT TO THE PREMISES. <\/p>  
ATTENTION: NO REPRESENTATION OR\nRECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO: <\/p>  
1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. <\/p>  
2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES.\nSAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH\nDISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE\u0092S INTENDED USE. <\/p>  
WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. <\/p>  
The parties hereto have executed this Lease at the place and on the dates specified above\ntheir respective signatures. <\/p> \n\n\n\n\n\n\n\n\n 
Executed at:<\/p> Los Angeles    
[signatures]<\/p> \n PAGE 23 OF 23<\/b>\n \n\n  
ADDENDUM TO STANDARD\nINDUSTRIAL\/COMMERCIAL <\/b><\/p> 
MULTI-TENANT LEASE-NET <\/b><\/p>  
BY AND BETWEEN RICHARD E. SOLOMON, LESSOR AND <\/b><\/p> 
ALENA, LLC, A DELAWARE LIMITED LIABILITY COMPANY BY INTERMIX MEDIA, INC., <\/b><\/p> 
A\nDELAWARE CORPORATION, MANAGING MEMBER, LESSEE <\/b><\/p>  \n
[redacted]<\/strong><\/p> \n
CULVER CITY, CA 90232 <\/b><\/p> \n\n\n\n1.2 <\/b>PREMISES: <\/b>\n
PROPERTY SIZE<\/u>: The building, land, office and all other square footage as represented by an agent of The Klabin Company, a cooperating agent, an\nA.I.R. listing sheet, or such other listing information as may be circulated by a third party, shall be deemed to be a reasonable approximation of the actual square footage. Since interpretation of measurements vary, there may be a differential\nbetween the represented number and the exact size. The quoted rent is an actual dollar figure independent of any variation that may exist in any building size. Neither The Klabin Company nor its agents shall be responsible for such variations if\nthey exist. <\/p>  
OTHER DIMENSIONS<\/u>: All other sizes,\ndimensions, and quantities are approximate and should be carefully measured by Lessee. <\/p> \n\n\n\n
1.5<\/b><\/b> BASE RENT ADJUSTMENTS: <\/b>The base monthly rent shall be as follows:<\/p>\n\n 
March 1, 2005 \u0096 February 28, 2006<\/p>  12  $29,000 per month, net\n\n\n 
March 1, 2006 \u0096 February 28, 2007<\/p>  12  $29,870 per month, net\n\n 
March 1, 2007 \u0096 February 29, 2008<\/p>  12  $30,766 per month, net\n\n 
March 1, 2008 \u0096 February 28, 2009<\/p>  12  $31,689 per month, net\n\n\n   
In the 2nd<\/sup>, 13th<\/sup>, and 25th<\/sup> months, there will be a $29,000 per month credit. Lessee will not pay taxes, insurance,\nand CAM costs during the 2nd<\/sup> month, but will pay taxes, insurance, and CAM costs during the 13th<\/sup> and 25th<\/sup> month. <\/p>  
Notwithstanding anything to the\ncontrary herein contained, in the event of the termination of this Lease pursuant to Paragraph 6.2(g) and\/or Paragraph 9, there shall be no credit or adjustment recognized or given for the base rent credit described in Paragraph 1.5. <\/p> \n\n\n\n
1.6<\/b> LESSEE\u0092S SHARE OF COMMON AREA EXPENSES: <\/b>All expenses for [redacted] are separate. All expenses for [redacted] are separate. However, there may be some\n  shared expenses such as parking lot stripping and slurry coating, tree trimming, gate repair, etc. These expenses will be pro rated as appropriate to each event. \n  \n<\/p>\n
1.7 <\/b>RENT: Rent is due on the first (1st<\/sup>) day of each\n    month and rent is late on the third (3rd<\/sup>) day of each month at 5:00 PM, regardless of weekends or holidays. Rent\n    checks shall be made payable to \u0093Richard E. Solomon\u0094 and mailed to: <\/b>\n    \n<\/p>\n
[redacted]<\/b><\/p>   \n
Since rent is due\non the first (1st<\/sup>) of the month, all rents received before the first (1st<\/sup>) are held uncashed until the first (1st<\/sup>). <\/b><\/p>  \n\n\n\n\n\n\n       \n\n 
(b) Common Area Maintenance (CAM), taxes, and insurance paid by Lessor and reimbursed by Lessee: <\/p>  \n 
Taxes:<\/p>  $2,683.42\n\n\n 
Insurance:<\/p>  $916.66\n\n 
HVAC Service Contract:<\/p>  $40.00\n\n\n 
Landscape Maintenance:<\/p>  $533.33\n\n 
Fire Sprinkler Monitor Service:<\/p>  $45.00\n\n\n 
Roof Maintenance Contract:<\/p>  $191.67\n\n 
Property Management:<\/p>  $500.00\n\n
(c) TOTAL DUE UPON\nEXECUTION: Lessee shall pay $4,910.08. <\/p> \n\n\n
1.8<\/b> AGREED USE: <\/b>Warehouse, distribution, call center, and office, and all other related uses that would not cause excess damage to the building; and no other uses that would\n  require hazardous or toxic materials, create dust or odors, require excess distribution of power, or HVAC equipment, or otherwise cause more \u0093wear and tear\u0094 on the property than the Agreed Use. <\/p>\n
7.1 <\/b>LESSEE\u0092S OBLIGATION: <\/b>Subject to the provisions of 7.1(b) hereof, Lessor shall procure and maintain, at Lessee\u0092s expense, an air conditioning system maintenance\n  contract, providing for service every 60 days. Such maintenance service is currently $10.00 per HVAC unit per month and will be billed monthly. There are four (4) HVAC units for this Premises. In addition, the cost of repairs and service items shall\n  be billed to Lessee. <\/p>\n
In the event of a failure\nby Lessee to perform its obligations under the lease if the default is not cured within the appropriate cure period, Lessor reserves the right, upon not less than ten (10) days prior written notice to Lessee, to control and perform all or any part\nof the inspection and maintenance of the Premises reasonably required of Lessee under this Lease, and to charge Lessee the reasonable cost thereof. <\/p> \n\n\n
7.4 <\/b>OWNERSHIP; REMOVAL; SURRENDER; AND RESTORATION: <\/b>Notwithstanding anything to the contrary in Paragraph 7.4, upon termination of this Lease, Lessor shall require that Lessee\n  cause the following (which is not an exclusive list) to be true as of the date of surrender: \n  \n (a) All interior lights including bulbs and ballasts are operational and burning. \n  \n (b) All exhaust, ceiling, and overhead fans are operational. \n  \n (c) Warehouse floor is broom swept and clean of all trash and materials. \n  \n (d) Warehouse floor is reasonably cleaned of excessive oils, fluids and other foreign materials, including tape. \n  \n\n   (e) All electrical, plumbing, and other utilities, which are terminated by Lessee are disconnected, capped, and\/or terminated according to applicable building codes and all other\n  governmental requirements. \n  \n (f) All electrical conduit and wiring installed by Lessee specifically for Lessee\u0092s equipment are removed to originating electrical panel. \n  \n\n   (g) Overhead interior and exterior doors are operational and in good condition, and are not dented or otherwise damaged. \n  \n (h) Any bolts secured to floor are cut off flush and sealed with epoxy. \n  \n\n   (i) Warehouse fencing or partitions installed by Lessee are removed. \n  \n (j) All furniture, trash, and debris are removed. (k) All pictures, posters, signage, stickers, and all similar items are removed from all walls, windows, doors and all other interior and exterior surfaces of the Premises, and the\n  surface is repaired. \n  \n (l) Carpet areas are vacuumed, and all stains are removed. \n  \n\n   (m) All uncarpeted office floors are swept and any excess wax buildup on tile and vinyl floors is removed. \n  \n (n) All Lessee installed computer cable, telephone and data, alarm, intercom, paging, video and any other wires, transformers, and equipment is removed to point of origin, and repair\n  any damage caused by such removal. \n  \n\n   (o) All doors, windows, and miscellaneous hardware are operational and there are no broken windows or other glass items. \n  \n (p) All heating, air conditioning and mechanical equipment is operational and in good working condition. \n  \n (q) Ceiling tiles, grid, light lenses, air grills and diffusers are in place and reasonably cleaned with no holes or stains \n  \n (r) Bathroom walls, floors, and fixtures are reasonably clean. \n  \n (s) All plumbing fixtures are intact and operational and do not leak. \n  \n (t) All downspouts are undamaged and operational. \n  \n (u)Inside walls are reasonably clean and any holes in the walls or roof which are caused by Lessee are properly and permanently patched. \n<\/p>\n
11. <\/b>UTILITIES: <\/b>Lessee shall contract directly with Southern California Edison for Lessee\u0092s electric services to the Premises. <\/p>\n
12.<\/b> ASSIGNMENT AND SUBLETTING: <\/b>Any profit on subleasing shall be divided equally between Lessor and Lessee. \u0093Profit\u0094 shall be defined as the difference between the\n      \n\u0093base\u0094 rent provided for under the Lease and the \u0093base rent provided for under the proposed sublease.\u0094 <\/b>\n<\/p>\n
The financial condition at the time of proposed sublease of both the Lessee and Guarantor under the Lease shall be used in determining whether the\nproposed Sublessee is of comparable financial condition which is one standard to be evaluated by Master Lessor in determining the consent of proposed Sublessee. <\/p> \n\n\n
50.<\/b>CONFLICT: <\/b>Any conflict between the provisions of the Lease and the provisions of the Proposal to Lease shall be controlled by the Lease. \n\n<\/p>\n
51. <\/b>LESSEE\u0092S IMPROVEMENTS: <\/b>Lessee, at Lessee\u0092s sole cost and expense, shall complete the following: \n  \n<\/p>\n
50.1 Install Lessee\u0092s telephone system and distribution. \n    \n<\/p>\n
50.2 Install Lessee\u0092s computer\/data system and distribution. \n      \n<\/p>\n
50.3 Install any special equipment required by Lessee.  <\/b>\n<\/p>\n
52. <\/b>LESSEE\u0092S ADDITIONAL IMPROVEMENTS: <\/b>Lessee shall, at Lessee\u0092s sole cost and expense, accomplish the following: <\/p>\n
52.1 Reconfigure the First and Second Floor office area to Lessee\u0092s reasonable specifications per a plan to be approved by Lessor before the execution of leases. <\/p>\n
52.2 Paint and carpet the entire office area. <\/p>\n
52.3 Re-light the entire warehouse area. <\/p>\n
53. <\/b>RACKS: <\/b>Lessor grants to Lessee, the right to use all of the existing metal racking system under the following terms and conditions: 53.1Lessee may disassemble and remove two (2) rows of racking. Lessor shall then remove these racks from the building at Lessor\u0092s cost. 53.2The remaining racks will stay in place. 53.3Lessee shall satisfy itself that these racks are suitable for its use. 53.4Lessor shall have no liability regarding the maintenance, replacement, and\/or use of the racks. <\/p>\n
54. <\/b>REFUSE: <\/b>Lessee shall arrange for its own trash service. <\/p>\n
 55. <\/b>ANIMALS: <\/b>No animals of any kind, including guard dogs, (except animals required by disabled people), are allowed on the Premises. <\/p>\n
56. <\/b>EXHIBITS: <\/b>The following Exhibits are attached hereto and made a part hereof: <\/p>\n
Exhibit A \u0096 Site Plan <\/p>  
Exhibit B \u0096 Floor Plan <\/p> \n\n\n\n\n\n\n 
[signatures redacted]<\/p>      \n\n\n\n\n\n\n 
OPTION(S) TO EXTEND <\/b><\/p> 
STANDARD LEASE ADDENDUM <\/b><\/p> \n\n\n\n\n\n\n 
Dated<\/b> February 2, 2005  \n <\/p>\n 
By and Between (Lessor)<\/b> RICHARD E. SOLOMON <\/p>\n 
By and Between (Lessee)<\/b> <\/b>ALENA, LLC, A DELAWARE LIMITED LIABILITY\n    \n  COMPANY BY INTERMIX MEDIA, INC., A DELAWARE\n    \n\n      CORPORATION, MANAGING MEMBER <\/p>\n 
Address of Premises:<\/b> [redacted], Culver City, CA 90232 <\/p>\n 
Paragraph 57 <\/p> \n\n\nA.OPTION(S) TO EXTEND:<\/b> 
Lessor hereby grants to Lessee the option to extend the term of this Lease for one (1) <\/b>additional 36 <\/b>month period(s) commencing when the prior term expires upon each and all of the following terms and\nconditions: <\/p>  
(i) In order to exercise an\noption to extend, Lessee must give written notice of such election to Lessor and Lessor must receive the same at least 6 but not more than 12 months prior to the date that the option period would commence, time being of the essence. If proper\nnotification of the exercise of an option is not given and\/or received, such option shall automatically expire. Options (if there are more than one) may only be exercised consecutively. <\/p>  
(ii) The provisions of paragraph 39, including those relating to Lessee\u0092s Default set forth in\nparagraph 39.4 of this Lease, are conditions of this Option. <\/p>  
(iii) Except for the provisions of this Lease granting an option or options to extend the term, all of the terms and conditions of this Lease except where specifically modified by this option shall apply. <\/p>\n\n 
(iv) This Option is personal to the original Lessee, and\ncannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and without the intention of thereafter assigning or subletting. <\/p>  
(v) The monthly rent for each month of the option period\nshall be calculated as follows, using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately) <\/p> \n\n\n\u00a8I. Cost of Living Adjustment(s) (COLA) <\/b> 
a. On (Fill in COLA Dates):\n                                <\/u>   <\/u> the Base Rent shall be\nadjusted by the change, if any, from the Base Month specified below, in the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for (select one): \u00a8 CPI W (Urban Wage Earners and Clerical Workers) or \u00a8 CPI U (All Urban\nConsumers), for (Fill in Urban Area): <\/p>  
___________________________________________________________ All Items (1982-1984 = 100), herein referred to as \u0093CPI\u0094. <\/p> \n\n<\/pre>\n\n
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