Resolution Number CRA 93-1-19-2055
RESOLUTION NO. CRA 93-1-19-2
A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE LEASE OF
CERTAIN PROPERTY WITHIN THE SAN JUAN CAPISTRANO
CENTRAL REDEVELOPMENT PROJECT AREA TO TRAILS WEST
GALLERY AND APPROVING THE LEASE AGREEMENT
PERTAINING THERETO (ROBERT N. HIGGINS)
WHEREAS, the Community Redevelopment Agency of the City of San Juan
Capistrano (the "Agency") is engaged in activities necessary to carry out and implement
the Redevelopment Plan for the San Juan Capistrano Central Redevelopment Project
Area; and,
WHEREAS, in order to carry out and implement such Redevelopment Plan, the
Agency proposes to enter into the Lease Agreement (the "Agreement"), made a part
hereof by reference, with Trails West Gallery (the "Lessee") for lease of the premises
(the "Premises") in the San Juan Capistrano Central Redevelopment Project Area,
described in the Agreement as approximately 1,100 square feet of an undivided interest
of Lot 24 of Tract 23 commonly knows as the El Peon Complex with a street address of
26822 Ortega Highway; and,
WHEREAS, pursuant to the California Community Redevelopment Law
(California Health and Safety Code, Section 33000 et seq.), the Agency held a public
hearing on the Agreement and the proposed lease of the Premises, having duly published
notice of such public hearing and made copies of the proposed Agreement available for
public inspection and comment; and,
WHEREAS, the Agency has duly considered all terms and conditions of the
proposed Agreement and believes that the redevelopment of the Premises thereto is in
the best interests of the City of San Juan Capistrano and the health, safety, and welfare
of its residents, and in accord with the public purposes and provisions of applicable State
and local law and requirements.
NOW, THEREFORE, BE IT RESOLVED, by the San Juan 'Ca ' pistrano
Community Redevelopment Agency, City of San Juan Capistrano, California, as fllows:
1. The Agency has received and heard all oral and written objections to the
proposed Agreement and to the proposed lease of the Premises and to
other matters pertaining to this transaction, and that all such oral and
written objections are hereby overruled.
2. The Agency hereby finds and determines that the consideration and
improvements by the Lessee for the lease of the Premises is in
accordance with the covenants and conditions governing such lease. The
Agency hereby further finds and determines that all consideration under
the Agreement is in an amount necessary to effectuate the purposes of
the Redevelopment Plan for the San Juan Capistrano Central
Redevelopment Project.
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056
3. The lease of the Premises and the proposed Agreement, which establish
the terms and conditions therefor, are hereby approved.
The Chairman of the Agency is hereby authorized to execute the
Agreement on behalf of the Agency. A copy of the Agreement, when
executed by the Agency, shall be placed on filed in the office of the
Agency Secretary.
5. The Executive Director of the Agency (or his designee) is hereby
authorized on behalf of the Agency, to sign all documents necessary and
appropriate to carry out and implement the Agreement and to administer
the Agency's responsibilities and duties to be performed under the
Agreement, and related documents.
PASSED, APPROVED, AND ADOPTED this 19th day
Of JanuarY , 1993.
ATTEST:
1II L :ASL
CAROLYN, ASH, CHAIRMAN
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057
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss
CITY OF SAN JUAN CAPISTRANO )
I, CHERYL JOHNSON, Secretary of the San Juan Capistrano Community
Redevelopment Agency, DO HEREBY CERTIFY that the foregoing is a true and correct
copy of Resolution No. CRA 93-1-19-2 adopted by the Board of Directors of the
San Juan Capistrano Community Redevelopment Agency, at a regular meeting thereof
held on the 19th day of January , 1993, by the following vote:
AYES: Directors Hausdorfer, Campbell, Vasquez and Chairman Nash
NOES: None
ABSTAIN: Director Jones
ABSENT: None
(SEAL)
CHERYL JOM SO , AGENCY SECRETARY
-3-
058 AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAVCOMMERCIAL SINGLE TENANT LEASE -NET
(Do not use this torn for Multi -Tenant Property)
1. Basic Provisions ("Bak Provisions" January 19 11993 ;s mads
1.1 hrdoo: ("Lara' dat8d for reference purposes tint
by and betwnn Tnean Juan Capistrano Commtmity Re ydeve lopment AAencv
and Trails West Gallery asole nronrietorstip gwned by Robert `1 FLggins
1"Canoes"),
Icollectively the "Partes;' or individually a "Psrly9.
1.2 pesmiea: That certain real property, including all improvements therein or to be provided by Lessor under the terms of this
Lease, and commonly known by the street addresaof 26822 �I'te2a Hialiya),
located in the County ofOran¢e State of
("a 1 i Pnrn i a
and itenerelly described as (describe briefly the nature of the property) Approximately. 1100 50 ft . Of an
("PesmWe"). (See Paragraph 2 for further provisions.)
t.3 Term: 1 years and 3-._ months (°Original 11shl commencing Janua,� 20. 1993
("C,pmmescarwll Data") and entlinq January 31, 1994 ("Expyagpp Dob^), (See Paragraph 3 for further provisions.)
14 Earle P'gaeaion: I"Early Possession Date"),
(Sao Paragraphs 3.2 and 3.3 for fuller provisions.)
15 Baa Rend: S 1485.00 per month ("Baas ROWI, payable on the 1st day of each
month commencing February 1 1993
❑ If MIS box is checked. Mere are
1 6 Bose Rem Paid Upon Exal
as Base Rent for the period —
for the Baa Rent to be adjusted.
(See Paragraph 0 for further provisions.)
1 7 Security DWMt $ 1500-00 ("Securdy Depoell (See Paragraph 5 for further provisions.)
1.8 pernetinattae:Sale andi cel wnrk. Sculpturps- Lewelry and F1 't e
(Sri Paragraph 6 for further provisions.)
1 9 maturing Party: Lessor is the "Insuring Party" unless otherwise stated herein. (See Paragraph 8 for further provisions.)
1.10 Reel Estate Brokers: The following real estate brokers (collectively, the "Brokers") and brokerage relationships exist in this
transaction and are consented to by the Parkes )check applicable boxes):
represents
❑ Lessor exclusively ("Laweit Broker); ❑ both Lessor and Leasee, and
represents
❑ Lessee exclusively ("Loosae's Brokd'); ❑ both Lessee and Lessor. (Sri Paragraph t5 for further provisions.)
1.11 Guafsidor. The obligations of the Leasee under this Lean are to be guaranteed by
('Grw=W ). (See Paragraph 37 for further provisions.)
1.12 Addends. Attached hereto Isom Addendum or Addenda consisting of Paragraphs 49 through 5_ and Exhibits
all of which constitute a part of this Lease.
2. Prarhhins.
21 Lwtlbg. Lessor hereby Issues to Leasee. and Lessee hereby leases from Lessor, the Premises. for the term, at the rental, and upon all of the terms.
covenants all conditions w forth in this Lase. Unless otherume crowded harem, any Statement of square footage set forth In this Lease, or that may
have been used in calculating rental. is an approximation which Lassa a" Lean sera is reasonable and Me Israel band thereon is not subject to
revision whether or nes the actual sauaro footage is more Of lea.
2.2 Comedon. Laaor Shall deliver Me Promises to Lessm clean and ha of doors an the Commencement Data and warrants to Lasses Mat the
existing plumbing. fire spnnklar system, lighting, air conditioning, heating, and lading doors, it any. in Me Premises. other than Moa constructed by
Lessee. Shall be in good operating condition on the Crxnmencemad Data 18 non-compfiSM's wan mkt warranty sxisle as of Me Cemmeno'" ens Date,
Lessor shall, except as oftnmea provided in this Loan promptly saw rapid of wrillon notice from Leans easing foal with apeclacity the nature and
extent of Such nerh-cemdiehce. MmtY seams at Laser's axPMm, t Lassa does not give Lessor written notice of a non-comdlarru with this warranty
worm ends (30) days aaermt Commando nom Daft. comemon of that noir-cpmdiaras Snit be Me obligation of Loses at Lewes's Sola we shop exparra.
23 Compero with Cowasse m, Rmeefloon, ad Building Coll Leaser warrants to Latae that Me imprommMp M Ma Premises comply with ell
applicable covenants or restrictions of record and applicable building soma regulations and ordinances in effect M me CPmmMcemea Data. Said
warranty does nq apply as are use to which Leans will pa Me Promises or d any Alterations or Utlllly Installations las defined in Paragraph 73(a)) made
W to be mad,, by l.emwsa. 0 Me phembea do rot comply with mrd warranty. Lessor Shall, except as otherwise Provided in this Leese, promptk' after record
of wrilen notice amen Lomas ming IPM with specificity me nature and extent of Such non-compliance. Mostly me seine H Lewes expense. If Lease
does not give Lessor wrihan nonce of • hen-cemolomi with MIS warranty within six (6) maths following Me Commencement Date. correction of that
non-comdun a shag be 1M obliged Of Loans at L,,ans's mN coat and expanm.
2 4 Araealarem of PfWrA a Lamas hereby acknowledges'. (a) that it has Doan WulesO by the Broken to mtisty ilalf with reaped to Me condition
ul the Premium including but rel MOW to the eltactical and fire spri Ader eyes IL a ray. environments aspects, cemplianc,, with Applicable Law.
as leaned In Paragraph 6.3) and aha pr,,eant and future aitabaily of the Previous for Lmmus i denfad use. IN that Lamas has made such investigation
is; it deems necessary with reMMce to Such matters and am ell resppo 6MIWY master sew firs arms' rehab b Laeseee ocwpenq Of me Pnemrses
and/or Me term of MIS Lease, and Id nut nether Dasa. nor any d Lesion's ag,,na has made any post or mean representatiaro or warranties mal
ramped to me nod meters other Ma as se forth in MIS Lstea.
2.5 Lases pre ow toensiartt The "mamma made by Lea,,po m this Paragraph 2 shall be of no force or eflaat a immediately prior to Me date
set foal in Paragraph 1.1 Vanes wit are sem, or occupant of fire Premises. In such pent Lomas shall, at Lesns's Ida cost and expense. correct any
non-carndnnce
of the Prwnms with mid ananms,
3. Tern
31 Tens The CanmanpmaM Data. Expjnew Dab and ongs" Tan of this Lam an as sadaed m Paragraph 1.3.
3.2 Exalt ponnn w 0 Lassoes tore, po partma, ocafda me pnhnss, prior fo on Commtncernsid Data ere odkation fo pry Bmm Rem seg he
aborad for tne period of Such aarly, poaeamfor. As peer lMrrs of Mfs Leslie, yip ,, Ilncndrg but rid hmmd to the odlatons to pay Real Prop"
Taxes and human oramiums and to maintain the Pramias) ahat he in shed during such period. My such early Mo "M shall not affect nes
adwhte the Papintiin Dob of fib Original Tan.
In11W
MET PAGE 1
FORM 20e4gA0
59
3.3 Delay In Possession. floor any reason Lessor cannot deliver Confusion of the PremiMsto Lessee as agreed herein by the Early Possession Datn,
if one is specified In Paragraph 1 4, or, II no Early Possession Dale IS specified, by the Commencement Date. Lessor snail not be subject to any eaoni'y
therefor. nor Shall such failure affect the validity of this Leaseor the Obligations of Lessee hereunder. at extend Me term honal but in such case. Lessee
Shall not, except as offenion provided herein, be obligated to pay rent or perform any Other obligation of Lessee Under Me terms Of this Lease Until Lesser
delivers pOs w of the Premises to Lessee It possession of the Premises is not delivered to Lessee within sixty (60) days after the Commencement
Date, Lessee may, Bids opooq by notice in writing to Lessor within tan 110) days thereafter. cental thisLease, in wMU evert" Parties shall be 01sch gad
from all obligations h ndef, provided, however. that of won written notice by Lessee is not received by Lessor whin said ten (10) day Pehod. Lessee s
right to cancel MIS Lea" shall terminale and be of no fuifher force -' effect Except as may not otherwise provided. and regardless of when the te,m
actually commences. if posaesswn is not tendered to Lessee wher sired by this Lease art Lessee does not terminate this Leaxas aforwand. me
Period free of the obligation to pay Base Rent. it any, that Lessee would otnerwise have enjoyed shall run from the date of delivery of possession and
continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the as s,
changes or pnfssions of Lessee.
4. Rent.
4.1 Sere Rod. Lessee Shall cause Payment of Base Rent and other rent or charges. as Me Same may be adjusted from time to timeto de received
by Lessor In lawful money of Me United States. without offset or deduction. on or Peters Me day on which it Is due under Me terms of MIS Lease . Base
Rent and all other rent and charges for any Period during Me firm hereof which is for lex Man one 11) NII calendar month shall Pe prorated basso upon
the actual number of days of Me calendar month involved. Payment of BSM Rent and other charges shall be made to Losing, at its address stated herein
or to such other pennons or at such other addresses as Lesser may from time to time donate in wrong to Lessee.
S. Separif, Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit set forth in Paragraph 17 as Security for Lessee s
faithful performance of Lessee's obligations under this Leax. If Lessee tails t0 pay Base Rent or other rent or charges due hereunderor otherwise
Defaults under Mrs Lean las defined in Paragraph 13.1). Lessor may use. apply or retain all or any portion of said Security Deposit for the payment of
any amount due Lessor or to reimburse or compensate Lessor for any liability, cost expense. loss or damage including attorneysfees) which Lessor
may suffer or incur try reason thereof, If Lessor uses or applies all or any portion of said Secunty Deposn. Lessee shall whin ten 110) days after wnhen
request therefor dapped moneys with Lessor sufficient to restore said Security Deposit to Me full amount required by MIS Loam. Any time the Base Rent
increases during the term of this Lease. Leasee shall, upon written request from Lessordeposit additional moneys vnth Lessor sufficient to maintain the
same ratio between the Security Depoet and the Base Rent as thou amounts are specified M Me Basic Prompons Lessor Stall not be redmred to keep
all or any pan of the Security Deposit separate from its general accounts. Lessor shall. at Me expiration or earlier termination of Me term hereof and after
Lessee has vacated the Premises, return to Lessee for. at Lessor's Comfort, to the last assignee, if any, of Leasee s interest hereinl. that portion of the
Security Deposit not used or applied by Lessor. Unless otherwise expressly agreed in wining by Lessor. Co part of the Security Deposit shall be considered
to be held in trust, to bear interest or other increment for its sex. or to Pe Prepayment for any moneys to be part by Lessee under MIS Leas.
6. ilea.•
6.1 Use, Lessee Shall use and Occupy Me Paramus only for the purposes set forth in Paragraph 18, or any other use which is comparable thereto.
and for no other purpose. Iseeee shall not use or permit the use of the Promises in a manner that creates "Me of a nuisance. or Mat disturbs owne's
and/or occupants ot, or causes damage ft, neighboring Promises or properties.
6.2 ltazardeus SubWncee.
lel ROMPuble Lim" Require Consent The term "Nonmetal Substance' as used In this Lease shall mean any product. substance, chemical.
material or waste whow presence, nature, quantity and/or intensity of seaters. use. manufacture, disposal, transportation, spill, release or effect. either
by itself or in combination with other materials expected to be on the Premises, is either' (i) Potentially mlurious M me public health, safety or welfare, the
environment or the Premises, (ii) regulated or monitored by any governmental authority. or (iii) a basis for liability of Lessor to any governmental agency
or third part under any applicable statute or common law theory, Hazardous Substance stall include, but not Pe limited tohydrocarbons. petroleum,
gasoline. crude Of or any products. by-products Or fractions Mereol. Lessee shall not engage in any achNly In, on or about the PremiseS which constitutes
a Reportable Use las hemnafter defined) of Hazardous Substances without Me express prior written consent of Lessor and compliance in a timely manner
(at Lessee s We coal and expense) wiM all Applicable Law (as Defined in Paragraph 6.31. "I4palabM less" shall mean (it. Me mslallation or use of any
above or bolow, ground storage tank, (ii) Me generaben. possession. storage. use transportation, cr disposal of a Hazardous Substance that requires a
Permit from, or ArM respect to voi a report, notice. registration or business; plan is required to de filed whit, any governmental authority Reportable Use
Shall also include Lessee's being responsible for the presence in. on of about the Premises of a Hazardous Substance anM respect to which any Applicable
Law requires that a notice be given to persons entering or occupying Me Premises or neighboring properties . Notwithstanding the foregoing. Lessee may.
without Lessor's Color consent but in Compliance wsdt all Applicable Law, use any ordinary and customary materials reasonably required to be used by
Lessee in the normal course of Lessee a business permitted on Me Premises so long as such use is hot a Reportable Use and tices not expose Me Premises
or neighboring properties to any meaningful risk of contamination or damage or expose Lessor to any liability therefor In addition Lessor may Put without
any obligation to do so) condition its consent to the use or presence of any Hazardous Substance, activity or storage tank by Lessee upon Lessee s giving
Lessor such additional assurances as Lessor, in its reasonable discretion. deems necessary to protect itself Me Public. Me Premises and the environment
against damage, contamination or injury and/or liability therefrom or therefor. including, but not limited to. Me installation (and removal on or before Lease
esorebon or Senrer termination) of reasonably necessary protective modifications to the Premises (such as concrete enpumentsf and/or the deposit of
an additional Security Deposit under Paragraph 5 hereof
Ib) Duty o 1 10, Lewin. If Lessee knows. or has reasonable cause to believe. that a Hazardous Substance, or a condition invoMng or resulting
from Same. has come to Pe located in. on, under or about the Premises. other than as prewously consented to by Lessor, Lessee Shall imme hately give
written notice of such fact to Lessor. Lessee shall also Immediately give Lessor a copy of any statemaht, report. notice, regssiration. application. Permit.
business Plan, license, claim, action w Proceeding given M. or received from, any governmental authority or Private PaM, or peraons entering or Occupying
the Premises, concerning the presence. spill, release, discharge o1. Or exposure to. any Hazardous Substance or contamination in on, or about the
Premises, including but nor limbed to all such documents as may be involved in any Reportable Uses involving Me Premises.
(c) IndanniSUUon. Lessee shall indemnity. protect, defend and hold Lessor. its agents, employees, lenders and ground lessor. it any and the
Premises, harmless from and against any and all loss of rents andron damages, uPeities, judgments, posts, claims, liens, expenses. penalties. Permits and
attorney's and consultant's hes arising sol of or involving any Hazardous Substance or storage Pink brought onto Me Premises by or for Lessee or under
Lessees control. Lessee s obligations under this Paragraph 6 shall Include, but not of limited to, the effects of any contamination or injury to Person.
property or Me environment created or suffered by Lessee. and the cost of investigation (including consultant's and attorney s fees and testing). removal,
reme0tation. reslorahon and/or abatement Merei or of any contamination therein Involved, and shall survive the expiration or earlier termination of this
Leas. No twmmabon. Cancellation or release agreement entered into by Lessor and Lessee Shall release Lush from els oblfgatons under this Lea"
with respect to Hazardous Substances or storage tanks, unless specifically w agreed by Lessor in writing at the nine of such agreement.
63 leaeeo4 Compawoe with saw Except as otherwise provided in this Lease. Lessee. shalt at Lessee's We cog and expense. fully. diligently and
in a timely manner. comply with ail'Mpplicei Law:' which term is used in this Lease to include all laws, rules. regulations, ordinances. directives.
covenants. moments and restrictions of recrord. penerts. Me requirements of any applicable fire mesmeroe underwrilw or rating bureau. and Me recom-
mendarloos of Lessor's erginews and/or consultants, relating in any mannw to the PromiW (including bun not limited to matters pertaining to (i) industrial
hygiene, (if) envsronmenlal conditions on, in, under or about the Premims, including sod and groundwater condifforl and Oil) the use. generationhI
facture, produdon, installation, maintenance, removal, transportation, slorege, spill or rebase of any Hazardous Substance or Storage rank). now in effect
or which may hereafter come into effect, and whether or not reflecting a Change in polo, from any previously existing policy, Lessee shall within live 15)
days after receipt of Lwx qr s wrmer, request. provide Lessor wish Copies of all documents and information. Including, but net limbed to, Words, registra-
tions, maneeals. applications reports and ceroficwea evidencing Lessee's Compliance with any Applicable Law ape W by Lenon, and shall immedialMy
upon receipt, nonfry Lessor In writing (with copies of any documents invoked) of any Mre densd or actual claim, notice, edMon, warning, complaint or
report pertaining to or invplving failure by Lessee or the Premises to comply win any Abplidable Law
6.4 leepectipe; Compal . Leeeor and Lessor's Lender(M (as debated in Paragraph 83(a)) Shall have Me right to enter Me Premiums at anytime,
in Me Ca" of an emergency, and ddermn at reasonable times, for Me purpose of inspecting Me Condaion of Me Premiss and for venlynng compliance
by Lessee anih this Leau and all ApolhoWe Laws (as de6nso in Paragraph 6.3), and to employ experts and/or consultants in connection merewnth and/or
to edwse Lessor w respect o Loans a actmbes. Including but net limrtad to Me ina1s11atiOc. operation, use. monitoring, maintenance. Or removal of any
Hazardous Subs or Storage Pink on or from has, Premtw& The costa and expenses of any won inspections shall ee ped by Me Perry mounting
mine, union a Default or Bresen of this Leeee, violabm of ADMI"bl Law or a mmm'W'an, mused a Material contnbured to by Leasee Is found
to exist or In imminent. or unless Me inattention ss requested or ordered by a governmental authority as the result of any such existing or Imminent
violation or contamination. In any inch can. Lessee shell upon request reimburse Lessor or Lessor's Lander, as the Can may be, for the costs and
expenses of such Inspections.
T. YaidYWwa; Repass; UgRy klWaaUorie: Trap F7' xturee and iallarebm
z 1 laeew'e Obllgmdb
(a) Sublad to me provisions of Paragraphs 2.2 (Le s warreney as to Condition). 2.3(Lesao's warranty M o comdianw with covenants. Me).
].2 (Lessors obligations to raPesd, 9 (paintings am deshu m), and 14 icondernnabon). Lessee shall. at Leseeea soh tori and expanse and at all My".
keep in. Premleea and ovary inn incorrect in good order, condition and repem. structural and non-struduN (wnetdeo or nit Such ponion of Me Premises
ragwnrg remix or this mans of reasoning Use Mme. aro rmaonably Or readily aG vibes to Useee, and whMwr or not Ine mod for such repairs occur
InlMls
NFT PAG'. -
6 as a result of Lessee s use any 011.1 use the elements or the age Of such pear on of Me Premim including. without limning the generality of the foregoing,
au equipment or facilities serving the Premises, such as Plumpingheating, air conditioning, ventilating. electrical lighting fabllhes dollars, fired or unfired
pressure vessels. fire spnneiler and/or standpipe and hose Or Other automatic fire extinguishing System, including fin alarm and/or Smoke detection
systems and equipment. fire hydrants. fixtures, walls (interior and exterior), foundations. ceilings, roofs. floors. windows, doors, plate glass. skylights.
landscaping, driveways. parking lots, fences, retaining walls, Signs. Sidewalks and parkways located in, On, about, or adjacent to the Premises. Lessee shall
not cause or permn any Hazardous Substance to as spitted or released in, On. under a about the Premises ilhOudthg through me olumgng Or sanitary
sewer systeml and shall promptly, at Lessee's expense, take all investigatory and/or remedial action reasonably recommended. whether or not formally
ordered Or required. for the Cleanup of any Contamination of. and for the maintenance. security and/or monitoring of, the Premises, the elements
surrounding same, or neighboring properties, that was caused or materially contributed to by Lessee. or containing to or involving any Hazardous Substance
and/or storage tank brought Onto the Premises by or for Lessee or under its Control. Lessee, in keeping the Premium in goad order, condition and repair
shall exercise and perform good maintenance produces. Lessee s obligations shall include restorations, replacements or renewals when necessary to
keep the Premises and all Improvements thereon or a part thereof in good order, condition and state of repair If Lessee occupies the Premises for seven
(7) years or more. Lessor may require Lessee to recent the exterior of Me buildings on the Premises as reasonably required, but not more frequently than
once every seven 17) years.
Ibl Lessee shall. at Lessee s sole cost and expense, procure and maintain contracts, with copies to Lessor in customary form and Substance for.
and with contractors specializing and experienced in. the inspection, maintenance end service OI the following equipment and improvements, if any,
located on the Premises: if heating, air conditioning and ventilation equipment, (ii) comer, fired or unfired pressure vessels, flip fire sprinkler and/or
attentlmce and hose or other automatic fire extinguishing systems, including fire alarm and/or smoke detection. 0y) landscaping and irngahon systems.
m roof covering and drain maintenance and fine asphalt and parking lot maintained".
7 2 Le s Obligapona Exceot for the warranties and agreements of Lessor contained in Paragraphs 2.2 (relating to condition of the Premises).
2 3 insulting to compliance with covenants, restrictions and building code). 9t, relating to destruction of the Premised and 14 (relating to condemnation
of the Premises), it is intended by the Ponies hereto that Lessor have no Obligation, in any manner whatsoever, to repair and maidem the Premises, the
improvements located thereon. or the equipment therein. whether structural or non structural, all Of which obligations are intended to be that of the Lessee
under Paragraph 71 hereof It is the intention of the Parties Mat the terms of this Lease govern the respective Obligations of the Parties as to maintenance
and repair 01 the Premises. Lessee and Lessor expressly waive the benefit Of any Yatute now Or hereafter in effect to the extent It is inconsistent with the
terms of this Lease with respect to, or which affords Lessee Me right to make repairs at Me expense of Lesaok or to terminate this Lease by reason of
any needed repelrs.
7 3 NBhy )nstalabOna; Inde Fixtures; Ahenndns.
(at DMni1Jkxl Conewd Ro ared. The term "UtiaM ku Uftions" is used in this Lease to rater to all containing, window coverings, air Innes. Power
Panels , electrical distribution, security. fire protection Systema. communication systems, lighting fixtures, heating, ventilating, and air Conditioning equipment,
Plumbing, and fencing in, on or about the Premises The tam "Them Fixtures" Shall mean Lessee a machinery and equipment that Can be removed without
doing material damage to the Premises. The term "Mhnflpns" stall mean any modification of the improvements on the Premises tom that which are
provided by Lessor under the terms of this Lease, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Leetee Owned
Aherwp" wmygk UBlhy Inatallalbns" are defined as Alterations and/or Utility Installations made by Lessee Mat are not yet owned by Lessor as defined
in Paragraph 74fal. Lessee shall not make any Alterations or Utility Installations in, on, under or about the Premises without Lessor s prior written consent.
Lessee may, however, make non-structural Utility Installations to the interior of IM Premises (excluding the molt, as long as they are not visible from the
outside, do not involve puncturing, relocating or removing the roof or any exiatnng walls, and Me eumuleflvel cost thereof during the term of this Lease as
extended does not exceed $25,000.
(b) Courant Any Alterations or Utility Installations that Lessee shall desire to make and which require Me consent of Me Lessor shall be presented
to Lessor in written form with proposed detailed plans. All consents given by Lessor, whether by virtue of Paragraph 7.3(al or by subsequent specific
consent. shah be deemed connOggned upon'. if Lomas'a acquiring all applicable Commis required by governmental au OMin, Int the furnishing of copes
of such permits together with a copy of the plans and specifications for Me Alteration or Utility Installation to Lessor prior to commencement of the work
thereon. and fill) the compliance by Lessee with all conditions of said permits in a prompt and expeditious manner Any Alterations or Ufiliry Installations
by Lessee during Me term of this Lease shall be done in a good and workmanlike manner, with good and Sufficient materials. and in compliance with all
Applicable Law Lessee stall promptly upon completion thereof furnish Lessor with as -but plans and Specifications therefor. Lessor may (but without
obligation to do sol condition its Consent to any requested Alteration Or Utility InsW lation Mat coats $10.000 or more upon Lense's providing Lessor team
a hen and completion bond in an amount equal to one and one -hall times the estimated coat of won Alteration Or Utility Installation and/or upon Lessee's
posting an additional Security DePOsa with Lessor, under Paragraph 36 h muff.
of IndwdnrllrStion. Lessee shall Pay, whom due, all claims for law, or materials furnished or alleged t0 have been furnished to Or for Lessee at or
for tee On the Premises wh¢h Claims are Or may be secured by any mechanics or datereatmenb lien against me Premises or any interest therein. Lessm
shall give Lessor not less Man ten (10) daysnotice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right
to post notices of non -responsibility in or on Me Premises as provided by law, If Lessee ahall, In good farm. Contest the validity of any won lien, claim or
demand, then Lessee shall, atria sole expense defend and protect dsell, Lessor and Me Premises against Me some and shall pay and setisfv any Such
adverse judgment that may pe rendered thereon before the enforcement Mersof against Me Lessor or the Premises. It Lessor shall require, Lessee shall
furnish to Lessor a Surety bond sefishi to Lessor in an amount equal 10 one and One -hall limes the amount Of Such contested lien claim or demand,
indemnifying Lessor against liapliry for Me acme, as required by law for the holding of Me Promises heli from Me effect of wch lien or claim In addition.
Lessor may require Lessee to pay Leseons attorney's lees and coats in participating in such anon it Lessor Shall decide it is to its beat Interest to do so
74 Owner*Mp: Rengval: SYrtaiMw: end RMorabon.
(a) Ownersnip. Subject to Lessons right to require met, removal or become the owner thereof as hereinafter provided in this Paragraph 74,
all Alterations and Utility Additions made to the Promises by Least" shall be the ambient of and owned by Leasee. but considered a part of Me Premises.
Lessor may, at any time and at its option. elect in writing to Lessee to be the owner of all or any Specified part Of the Lessee Owned Alterations.
and Utility Installations. Unless otherwise malructed per Subparagraph 74(b) hereol, all Lessee Owned Alterations and Utility Installations shall, at the
expiration at earner termfnatbn at Ma Lane, become Me property of Leen, send remain upon and be Surrendered by Lessee with Me Premises.
lot R"iove Union Otherwise agreed in wining, Law, may require Met any or all Lessee Owned Alterations or Utility Installations be removed
by the expiration or ear, ier termination of this L"w, norynlhatandmg Meir mstallwon may have been consedled to by Lessor. Lessor may require the
removal at any time of all or any part of any Lessee Owned Alterations Or Utility Installations made without Me required consent of Leswr.
(c) SwMndw/R"lgreiM. Lomas, Shall wrr To Friedman by Ma and at Ma aY day of Me L"se term Or any warier termMatbn dote, with
all of the improvements, parts and Surfaces thereat clean and hee of dabhS and in good Operating order, corWiuon and more of repair. ordinary wear and
tear excepted. "0rdtinery sow ant te ' Mall not include any damage or determntion Mat would haw been Prevented by goad maintenance practice or
by Leswe performing all of its obligations under MIS Lee". Except as othe rvnw agreed Or apeGified in wiring by Lessor, the Premises, as Surrendered.
shall include the Utility InYallatiOns. The obligation of Lessee shall include the repair of any damage oaasioned by the inatalletiOn, maintenance or
removal 01 Laseas SSroda Fixtures furnishings, equipnnM and Alterations anc/Or Utility Installations. as well So Me removal of any postage tank installed
by or for Lessee. and the removal, replacement Or remeenbod of any soil. me anal or ground water eor ameneetad by Lessee. all as may then pa required
by Applicable Law andear good produce. Lease's Trade Fixtures shell remain the DMPerty of Lessee and shall pe removed by Les"e subject to its
obligation to repair and Iestoro Me Premises pw this Lane
8. Inwnnee; naanNy,
8 1 1`111 m t Fw annartaa. Regardless of whether, the Lessor or Lase is the breaking Parry, Leasee shall pay be all insurance required under this
Paragraph 8 except to the extent of Me one aMbUt bM to liability insurance carried by LOW, in excess of $1,000,000 per occurrence. Premiums for
policy panoda W. -e ng draw M or exleeding beyond Me Lea" Isom Ytall be pureed to correspond to the Lease term. Payment shall be made by
Leasee to Lector wimm len (101 Wye Working rapipt of en inwip for any, amoum due.
8.2 Liebalq kmuarrce.
(al Canned by Leeeee. Lessee shall Obtain enc keep in brut during the term of this Loan a Commercial General Liability policy of insurance
protecting Lessee and Lessor las an a tftnal insured) against claims lir bodily inlur8 persodel Injury and PropeM damage Weed upon, involving or
an"Out 01 the ownestmip,u",000gWngy a malmmMae of Mo pneaa3 end aN Bras nt mmant Meso. Such MamMp,, YatCIS on an occurrence
Wass providing tingle Ilmlt coverage in M amount not lies Man $1,000.000 per oxurtence w" an "Additional Instred-Manegen Or Lassos of Promises"
Endorsement and tonsure Mo "Amendment Of the PollN Excursion" lir damage Wuaed by hest. SMoke or fumes him a ho"* fire. The policy snail
not Contain any inha-inwded exclusions as Wlsseen mnwnd persona or orgentzations. but Mail include coverage for employ aawmed under this La"
as an "insured Conlnct" for the performance of Leaeee'S iddamndy Obligabn untler Mn Lomas. The limits of said inwrance reeuired Dy MIS Lean or
as rimed by L"ase amu not however, Ianh Me lability, at La nor ro"n Us"e at ON Obligation INro .. All inaunna b be Carried by Lease
Shall W primary to oho not ConMbulary with any timaer iromances carried by US"r, anon" insurance Shall be conwkwp excew nnwmnW Only.
(b) Carried M Ls .. In ton event Lessor is Ma Inwnng Perry Shall also maintain liability insurance described in Paragraph 8.2(a), above.
in addition to. and not in le of the insurance required to be maintained by Leese. Lessee Shall nor be named as an additional inured therein.
8.3 FreVarty lnaruwir:e—luildyq,Imwwwrwria son ReMel yaYta,
(a) luildkg won knanyeMer4 That Idaunng Perry shall oMa n sold keep m brca dung ton farm of Ms Loam a polity or policies in the name
of Lessor, with lou ayabb to Lessor ant a Me hollers Of wry, Mortga"e. daeda Of cue Of ground I"ws on the Premises ("Landline)"). mwnng lies
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or damage to the Pemises. The amount of such insurance shall be equal to Me full replacement coat of the Premises as the same shall exist nom ume
to timeor the amount repurred by Lenders. Out in no event more than the commercially reasonable and IMISbat amuni value Mareof .1. by reason
of the undue nature or age of the improvements involved, Such leder amount is low Man full replacement coin. It Lessor is Me Insuring Pam however
Lessee Owned Alterations and Utility Installations shalt the insured by Lessee under Paragraph 8 4 rather Man by Lessor If the coverage is available and
commercially appropriate, such policy or policies shall insure against all risks of direct physicist logs Or damage (except Me perils of Mood andbr eannpuake
unless required by a LenOerl, Including coverage for any additional costs nesuft ng from dace removal and reasonable amounts of coverage for the
enforcement of any ordinance or law regulating the reconstruction or replacement of any undamaged sections of Me Premises required to be demolished
or removed by reason of the enforcement 0f any building, zoning, Safely Or land on tains as the resuf of a covered GUN of loan Said palcy or policies
shall also contain an agreed valuation provision in lieu of any cdin"mi deux, waiver of subrogabon, and matian guard PrWMdo causing an mcrease
in the annual prop" Insurance coverage amount by a factor of not law than Me adjusted U.S. Department Of Labor Consumer Price Index for All Urban
Consumers for Me City nearest t0 where the Premises are located. If Such Insurance coverage has a deductible ClauN. Me deductible amount Mall not
exceed $1.000 Per occurrence. and Lessee snail be liable lir Such deductible amount in Me event of an Insured Lou. as defined in Paragraph 91(C)
IDI Rei Value. The Insuring Parry shall, in addition, obtain and keep in torte during the tens of MIS Lease a policy or pobnes ei the name 01
Lessor with loss payable to Lessor and Lenderlsl. Insuring the loss of Me lull rental and what charges payable by Lessee to Lessor under this Lease
for one 01 year (including all real estate lazes. insurance costs. and any scheduled rental increausl. Saw insurance shall Provide that in the event the
Lease IS his"maled by fe"Am OI an Mauled loss, the period Of indemnify for such Coverage Shall ba offended beyond Me data of the C,mpI,Co1 OI
repass or replacement of the Premises, to provide for one lull year's low of rental revenues ham the date of any such loss. Said insurance shall contain
an agreed valuation provision in two of any coinsurance clause. and the amount of coverage shall be adjusted annually to reflect the projected rental
income, property, taxes. insurance premium Costs and other excensea d any, othermse payable by Lessee, for the next twelve (121 month period Lessee
Shall be liable for any deductible amount m the event Of such loss.
Ic) •dfneent Prominent. If the Premises are part Of a larger building, or if the Premises arc pad of a group of buildings owned by Lessor which
are adjacent to the Premises. the Lessee shall pay for any increase in the premiums for the property insurance of such building or buildings If said
increase is caused by Lessee s acts. omissions, use or occupancy of the Premises.
w) Tenant's Improvemets. If the Lessor is the Insuring Party. the Lessor shall not a requited t0 Insure Lessee Owned Alterations and Utility
Installations unless the item in question has become the property of Lessor under the terms Of this Lea". If Lessa is the Insuring Parry, the Peticy carred
by Lessee under this Paragraph a3 shag mauve Lessee Owned Alte hic rs and Utility Insialtatrons.
84 Leeses'a Property Insurance. Subject to the requirements of Paregraph 8.5. Lessee at a Coat Mall either by wperaN Policy or, at Lessor $ option.
by endorsement to a policy already carried. maintain insurance coverage On all Of Lamar, a personal property, Lessee Owned Alterations and Utility
Installations In. on or about the Premises similar in coverage to that carried by the Insuring Path under Paragraph 8.3. Such insurance shall be lull
replacement cost coverage with a deductible of not to exceed $1,000 per Occurrence. The prods from any Such msuranCe Shall a se
used by Lese lir
y proceeds Such la replacement of personal property or the restoration of Lessee Owned Alterations and Ui Insta lwores Lessee shall be the Insuring Parry with respect
to the insurance required by this Paragraph 6.4 and shall Provide Lamar SIM wriben evidence Mat such insurance is in force.
V \ 8.5 shusaPolicies. Insurance required hereunder shall be in companies duly licensed to transact Coleman in the state where the Promisee are
ca
j located, and maintaining during the policy term a "General Policyholders Rating" of at Wast 8h V. or Such other rating as may the required by a Lender
i having a Igen on the Premises, as set forth in the most current issue of "Best's Insurance GuideLessee Shall nor do or permit t0 be doe anything which
m shall Invalidate the insurance policies referred to In this Paragraph 8. Il Lew" is Me maururg Pall Lessee Seal( cause to a demvered to lessor candied
M I copies of policies Of such insurance or certificates evidencing the existence and amounts of such Insurance win the insureds and low payable clauses
as required by this Lease. No such policy shall be Cancellable Or subject to modification except after thirty (30) Pays prior whenssos"
notice to ler Lee
shall at least thiM (301 days prior to the expiration of such policies, furnish Lessor with evidence of renewals or •hnsurence binders' evidencing renewal
do M 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
C -h If the Insuring Party shall fail to procure and maintain the Insurance required to be carried by the Insuring Pam untler this Paragraph 8. the other Pam
O as may but shall not be required to. procure and maintain the Same, but at Lessee s expense
U ti 8 6 Waiver W Subrogelbn. Without affecting any other rights or rem " Wa
remedies. Lasaand Lessor f•iyirq Party") sato Hereby release and relieve the
y� other, and waive their entire right to recover damages lwather in Contract or In ion)against the otherfor loss of or tlamage to the Waiving Pam's Droam
Vf arising out of or incident to the perils required to be insured against under Paragraph 8. The effect of such rebases and waivers of the right to recover
damages shall not be limited by Me amount 01 insurance Carried or required, or by any deductibles applicable Manor,
8.7 Incl nlnflG Except for Lessor a negligence and/or breach of express warranties. Lessee Shall Indemnify protect, defend and hold harmless the
Premises. Lessor and its agents, Lessor's master or ground lessor, partners and Lenders, from and against any and all Claims, loss of rents andlor
damages, casts (lens, judgments, penalties, penrl attorney s and con"Itant's fees, expenses and/or liabilities arising out Of, involving. arm dealing with.
the occupancy of the Premises by Lessee, the conduct of Lessee s business. any act, arms&on or neglect of Lessee, its agents, contractors, employees
or invitees. and out of any Default or Breach by Lessee in the penormarim in a timely manner of any obligation on Lessee s pan to be mdormed under
this Lease The foregoing shall Include, but not be limited to, the defense or pursuit of any claim or any action or proceeding involved Oil and whether
or not tin the caw of claims made against Lessor) litigated and/or reduced to judgment, and whether well founded or not. In caw any action Or Proceeding
be brought against Lessor by reason of any of the foregoing matters. Lessee upon notice from Lessor shall defend the some at Lessee s expense by
counsel reasonably Satisfactory to Lessor and Lessor shall cooperate with Lessee In such defense Lessor need not have first paid any such claim In
order to be so Indemnified.
8 8 Exemption as Latino tram Liability. Lessor shag not be liable for Injury or damage to the person or goods. wares, merchandise or other Propem
Of Lessee Lessee s employees, contractors. invitees, customers. or any other person in Or about the Premises, whether such damage or mluiy is caused
by or results from fire, steam, elect gee, water or rain, or from the breakage, leakage, obsmuctdn or Omer defects Of Pipes, fire sprinklerswires.
appliancesplumbing. air conditioning c, Omani fixtures. or from any Other cause, whether Me mid Injury or damage results from Conditions arising upon
the Premises or upon other portions of -r a padding of which Me Promises are a pan, or from other Sources Or places. and regardless of whether to cause
of such damage or injury or the means of repairing the Some Is accessible or not. Lessor shall not be liable for any tlamages arising from any act or
neglect of any other tenant of Lessor Notwithstanding Lemora negligence or breach of this Lease, Lessor shall under no Circumstances as liable for
Injury to Lessee s business Or for any low of income or profit therefrom.
9. Damage w Destruction.
9.1 Deerl6ions.
(al "Pranion Parol Owns"" Mail mean damage or destruction to the improvements On the Premems, other than LN Owned Alterations
and Utility Installations. the repair cost of which damage or destruction is less than 50% of Me Men Replacement Cost of the Premises immediately prior
to Such damage or destruction, excluding from such calculation the value of the land and Lessee Owned Alterations and UiIRY Installations.
(til "Premises TOW Daahyetipi" shall mean damage or destru0tiun to Me Premiums, other than Lewere Owned Aaretiona and Utility Installations
the repair cost of which damage or destruction is 50% or more of the then Replacement Cost of the Premises immediately prior to such damage Or
destructionexcluding from such calculation the value of the land and Lessee Owned Alterations and Utility Installations.
d) "Insured Low" shall mean damage or destruction to Improvements on the Premises. other than Levee Owned Alterations and Utility Instal-
lationswhich was Caused by an event requited to be Covered by the insurance described in Paragraph 8.31.1. irmspMive of any deductible amounts or
coverage limits involved.
of "Replacement Coes" wall mean the Cost to repair or rebuild the improvements owned by Lessor at Me time of Me occurrence to Meir condition
existing Immediately prior thereto, includnng demolition, debris removal and upgrading required by the operation 01 applicable building codes, ordinances
or laws, and without deduction for depredation.
lel "HustrdOus SuMance Comil " shall mean the Occurrence or discovery of a condition Involving the Presence of or a contamination bv.
a Hazartloua Substance as defined in Paragraph 6.2(a). in. on. or under Me Premises.
9 2 Ponsol Damage—snesred Lou. If a Premises Partial Damage that is an Insured LOU Occurs, then Lewd shall, at Lessor's expense, reps., such
damage four not Lessee's Trade Fixtures or Lessee Owned Alterations and Utility Installations) as subs as reasonably possible and this Lease shall
continue In full force and effect. provided, however. that Lessee Shall, at Lamara election, make the repair 0( any tlamage Or mM.caon the total cost
to repair of which Is $10,000 or less, and, 1n such event. Lessor snail make the Insurance Proceeds available to Lessee on a reasonable basis for that
purpose NoMfthstanding the foregoing, if the required insurance was not in force or the insurance proceeds are not suf client to effect such mpe.,. the
insuring Party shall promptly contribute the shortage In proceeds (except as to the deductible which 15 Lessu e a respensiDilMy) as and when required to
complete Said repairs In the event, however. Me Shortage in proceeds was due to Me fact that, by reason of the undue nature of the improvements. lull
replacement cost insurance coverage was not commercially reasonable and available, Lessor shall have no obligation to pay for the shortage m insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with the funds to cover Same, or adequate assurance
•hereof within ten It 0) days following receipt of written notice of such shortage and request therefor If Lessor receives said funds or adequate assurance
thereof within said ten 110) day Period, the pain responsible for making the repairs shall Complete them as soon as reas0OSO1Y Possible and this Lease
shall remain in full force and effect. If Lessgr does not receive such funds Or assurance within mid Period. Lessor may nevertheless elect by written notice
t0 Lessee within ten (101 days Messmer to make such restoration and repent as to COmme,cially IeUxonable with Lessor eying any Shortage In proceeds,
which case this Lease shall remain in full force and effect. If in such Caw Lessor does not so elect. Men this Lease shall terminate sixty (60) days
10110wing the occurrence of the damage Or destruction Unless otherwise agreed. Lessee shall in no event have any light to reimbursement ham Lessor for
any tunas contributed by Lessee t0 repair any loch damage Or destruction Premises Partial Damage due to flood or earthquake shall be suolect to
Paragraph 9 3 rather than Paragraph 9 2. nowthstandmg that there may pe Same insurance coverage. but Me net proceeds of any such insurance shall
ne made available to, the repairs if made by either Party I /
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62 93 PM6Y Damage—Unawnd Lam. If a Premises Partial Damage that is not an Insured Lou occurs, unless Caused by a negligent or willful so of
Lessee lin which event Lessee Mall make the remits at Lessees explores and Mie Lean shall annthil m full force and effect. but subject to Lessor s
rights under Paragraph 13). Lessor may at Lessor's option. armor (I) remit won damage as soon as reasonably possible at Lessor S expense. in which
event this Lease shall continue In full farce and effect, or (ii) give written notice to Lanae within thirty (301 days after receipt by Lessor of knowledge of
the occurrence of Such damage of Lessor a desire to terminate MIS Lean as of Me date sixty (60) days following the giving of Such notice In the event
Lessor elects to give such notice of Lessoi s Intention to terminate Mrs Leese, Lessee shall have the right within ten 001 days after Me receipt of such
notice to give written notice t0 Lessor of Lessees cam ndmem to pay for Me remit of won damage family at Lessee'a expense and without reimbursement
from Lessor. Lessee shall provide Lessor ..in the required funds or satisfactory assurance thereof within thirty (30) days following Lessee'a Said
commitment. In Such event this Lease shall continue in lull force and effect and Lessor shall proceed to make such repurs as won as reasonably possible
and the required funds are available. It Lessee was not give Such notice and brands the funds or assurance thereof whin the limes specified above.
this Lease shall terminate as of the dale specified in Lessor'a notice of termination.
9 a Tubl Destruction. NotvnMMandir g any other provision hereof if a Premises Total Destruction occurs (Including any destruction required by any
authorized Public authority), this Lan snail terminate early 160) days following tot date of won Promises Total Destruction, whether or not Me damage
Or destruction Is an Insured Lon or was Caused by a negligent or willful act of Lanae. In Me event however, Mat Me damage or destruction was Caused
by Lessee, Lessor shall have the right to recover Lessor's damages from lessee except as rekesed and waived in Paragraph 6.6.
9 5 Damms Near End of Term. If at any time during the last six (6) monM6.011 Me term at this Lease there Is damage for which the Cost to repair
exceeds one (1) month's Rase Rent whether or not on Insured Lou, Lessor may, at Lessor's option, terminate Mrs Lean ~I" Sixty (60) days following
the date of Occurrence of Such damage by giving Milan nOwe to Lessee of LeadrM election to do so within thirty (30) days after the "to of Occurrence
of such damage. Provided, however, it Lessee at that time has an exercisable option to extend this Lea" or to purchase the Promises, then Lessee
may preserve MIS lease by, within twenty (20) days following the occimmnu of the damage, or before the expiration of Me time provided in such option
for its exercise, whichever Is writer ("Exergloe P~'). (i) exercising such Crown and (if) providing Lessor with any shortage in insurance proceeds (or
adequate assurance thereOO needed to make Me renes. It Leasee duly exa omin wch down during Said Exercise P96W and promise Lessor with funds
for adequate anuence theism to cover aM shomw in insumme Pro 3. Lessor shall. at Lessor's expense remit such damage es soon as reasonably
Possible and MIs Lease shall continue in full form and affect. If Leasee hili to exercise auCh down and provide such funds or aswnnce dunng Said
Exercise Period, then Lessor may at Lessor'a option terminate this Loam as of the expiation of sato Sixty (60) day period following Me occurrence of
such damage by ginng virmen nonce to Lessee of Lessor's election to do so within tan (10) days alter Me expintlon of Me Exercise Period, notwithstanding
any term or provision in tiro grant of option to Me contrary
9 6 A1mSmwt of Rwd; Lessee's Rwnedw.
(of In the event of damage described in Paragraph 9.2 (Partial Damage—insured), whether or not Lessor or Lessee repair or restores the
Premises, the Be" Rent. Real Property Taxes. Insurance premiums. and odor Charges, if any, Payable by Lessee herwndar for Me mood during which
such damage, ds remir or the restoration Continues Mol W exceed the Mmd for which renal value insurance is required under Paragraph 8.3(b) ). shall
m abated In Proportion to Me degree to which Leswe's use of Me Premises is Immiretl. Except for abatement of Bene Rant. Real Property Taxes.
Insurance premiums, and other charges, it any, as aforesaid, all other obligations of Lessee hereunder shall be performed by Lessee, and Lessee Shall
here no claim against Lessor for any damage Suffered by much of any wish repair or temptation.
(b) If Lessor Mall be obligated to remit or restore the Premises under Me provisions of this Paragraph 9 and Mall not commands, In a wbsantal
and meaningful way. Me remit or reston rm of the Premises within mnely (90) days after wch obligation Mall accrue, Leasee may, at any time prior to
Me Commencement of wch remit ar restoration. give written notice to Lessor and M any Lenders of which Lessee has actual notice of Lessee'a electron
to terminate MIS Lease On a data nor less Man stxty (601 days fotlowinq the giving of wch notice. It Leases gives wch notice to Lessor and such Lenders
and such remit Or rostaretich Is not commenced within thirty (30) days after remipt of won notice. Mia Lean shall terminate as of to date apeci i in
mid notice. it Lessor or a Lander commences Me remir or motorman of the Premises within thirty (301 days aar receipt Of Such notice, Mia Lease shall
continue in full force and effect. "Commence' as used in this Paragraph shell mean either the unconditional authorization of the preparation of the
required plans, or Me beginning of the actual work on the Premium. whlchlover first Occurs.
9 7 Haxrdoue SuMaace CordMmB. if a Hazardous Substance Condition Occurs, unless Lessee is legally responsible therefor (in which case
Lessee shall make Me Invealpabon and remediation thereof required by Applicable Law and MIS Lean Mall continue m full force and effect but Subject
to Lessor's rights under Paragraph 13), Lessor may at Lessor's option either (i) investigate and remediate such Hazardous Substance Condition, if required.
as Soon as reasonably possible at Leaaor's expense, in which event this Lww Mall Continue in full force and effect or (ii) 0 Me estimated coat to myesligea
and remediate such condition exceeds twelve (121 times the Men monthly Sue Rent or $700,000, whichever Is greater, give written notice to Lessee within
thirty (30) days after receipt by Lessor of knowledge of Me occurrence of Such Hazardous Substance Condition of Lessors desire to terminate MIS Lea"
as of the den sixty (60) nays following Me giving of such nonce In the event Lessor Matta to give wch notice of Lessor's intention to terminate this Leen.
Lessee shall have the right within ten (10) days after the receipt Of such notice to give Winn notice to Lessor of Lea 's commitment t0 pay for the
Investigation and remediation of wch Hazardous Substance Condition totally at Lessee'a expense and without reimbursement from Lessor except to Me
extent of an amount equal to twelve (12) times the Men monthly Base Rant or 5100,000, Whichever is greater. Les"e Mall provide Lessor with Me funds
reqwred of Lessee or Satiaaclory assurance thereof MM,. thirty 001 days following Lesew's said commitment. In won event this Leve Mall commue
In full farm and effect. and Lessor Mall proceed to make Such mvestigaMn and emaciation as won as reasonably posaiba and Me required funds are
available. If Lessee does not give such notice and provide the required funds Or assurance thereof within the times specified above, this Lean Mall
terminale as of Me date specified In Lessor's notice of termination If a Hazardous Substance Condition occurs for which Lessee 0 not legally responsible,
Mere shall be abatement of Lessee s obligations under this Lease to the some extent as pranded in Paragraph 9.6m) for a penod of not to exceed Twelve
months.
9 8 Twwjnobo l—Advura gymlonK Upon termination of Mia Leon purward to MIS Paragraph 9, an equitable adjustment Mall M made concerning
advance Be" Rent and any other advance Payments made by Lessee to Lessor Lessor shalt m addition. return to Lessee so much of Lessee s Security
Deposit as has not Orion, or Is not Men required to M. used by Leseor under the terms at this Lawn
9 9 Waive Sabha Lessor and Lessee agree that the terms of this Lean Mall govern the effect of any damage to or destruction of the Premises
win respect to the termination of MIs Lease and hereby waive the provisions of any pewnt or future satule to the extent inconsistent herewith
10. Real Prop" Taxan -
101 (a) Payrnsat of Tones. Lettere Mall my to Real Property Taxes. as defined in Paragraph 10.2. applicable to the Promises during Me term of this
Lease Subject to Paragraph 10.1bi. all won payments Mall M made at bast ten (10) days prior W Me delinquency date of Me applicable mstallment.
Lessee shall promptly furnish Leaw, with ausfactpry evidence that won Wes here Man mW. If any wch axes to M mid by Lessee Mall cover any
period of time prior to of after the expiration or senior termination of Me arm hereof. Lesion's Mae of such Wes Mall M equably prorated to Cover
only the Period of time within the lax fewer year this Lean Is In affect and Lessor Mall remouroe Lessee for any overpayment after such proration.
11 Lessee shalt IM to pay wry Met Property Tues focused by this Lame to be Paid by Leasee, Lessor shall have Me ngM to my the same, and Lessee
Mall reimburse Lessaf therefor upon demand.
IDI Miami Pav r In order W insure Payment when due end before delinquency of any or all Real Property Taxes, Lessor reserves the right
at Lessor s Oman, to es6mstlo the current Real Property Taxes applicable to the Premises, and W require wch current year's Real Property Tues to In
paid In advance to Lessor by Lease, either: (I) in a lump Sum amount equal to Me Installment due, at least twenty (20) days prior to the applicable
delinquency date, or (it) monthly in advance with the payment OI the Ban Rent. If Lessor elects to require payment monthly In advance. Me monthly
payment Mall be Mat equal monthly amount which. Over Me number at months remammg chloro the month m which Me applicable ax Installment would
become delinquent and without interest thereon), world provide a fund ares enough to fully discharge before delinquency Me estimated installment OI
Wes to M Mid. When the actual amount of Me applicable ax bill is known, Me amount of such equal monthly, advance Payment shall M adjusted as
required to provide Me fund needed to my the applicable taxes befog delinquency. H Me amounts Mid to Lesor by Lessee under the proviarons of this
Paragraph are Insufficient to discharge the obligations of Lessee to my won Real Property Tues as Me some Income due, Lessee Mall my to Lessor,
upon Lessor's demand, wch additional sums as are necessary, to my Sun obligations. All morays mid to Lessor under MIs Paragraph may be inter-
mingled with other moneys of Lessor and Mall not Mar Interest. In the event of a Brach by Lessee in the performance of the obligations of Lessee under
this Lues, Men any Mlance of funds mid to Lessor under Me Provisions of the Paragraph may, Subject to proration as provided in Paragraph 101(a),
at the optwn of Lessor. M treated as an additional Security Deposit under Paragraph 5,
10.2 DlolYStlan ot "RW ProurtY Tian" As used herein, Ma arm ••Mil Aeuny Taw" Men invade any form OI real rima ax or aswasment. general.
antral, ordinary or extraordinary, and any license le, commercial renal ax, Improvement bond or Mnde, levy or W (other than inheritance, personal
Income or estate texas) imposed upon the Premises by any authority having the direct or indirect power to tax. including any city. state or federal
government. or any school. egricuffunl, canary fire. street, drainage or Mar improvement distinct thereof. lamed against any legal of equable Interest
of Lessor in the Promises or in Me real property of which the Premises are a Sun, Lessor s right to rant or other income therefrom, and/or Lessor's
business of leasing the Promios. The term "Rut IS , Taxa" shall also Include any tax, tee. levy, assessment or charge. or any mitres" therein,
Imposed by reason of events occurring, or changes in applicable flow taking load, during the term of this Less, Including but not limited to a Change
in the ownership of Me Premises or in Me Impragmente Maroon. Me uscution of Mia Losse. or any modification, amendment or transfer Merwf, and
whether or not conamplaad by this Portae.
10 3 Joed AaaulomnL it Me Premises are not separately asnaalod. Lessees liability shell be an equable proportion of the Real Property Taxes for
all of the land and Improvemlonts Included wain Me tax Pamst asaewlod, such proportion to be determined by Lessor from Me respective valuations
assigned in Me as ora work Mesta or such other Information as may M ruadmbly available. Lessors reawnaba dsterminabon thereof, in good
truth. Mall M conclusive
Inin,
NET PAGE 5
®63
10 a Ponmul Promaly Tues. Lessee shall pay prior to delinquency all taxes as"sseO against and levied upon Lessee Owmes Alterations. Utility
Installations. Trade Fixtures. furnishings, equipment and all personal property of Lessee comanned in the Premises or ejsewmere When possi Lessee
shall cause as Trade Fixtures. furnishings. equipment and all othet penpMl property to be assessed and billed separately from Me real property of Lessor
If any of Lessee s said personal property shall pe assessed with LelSOra real propend Lessee Shall pay Lessor Me bags aMibubuse to Lessee within an
1101 days atter reond OI a wrMen 51318menl Setting lonh the taxes $00itable to Lesotho s Gbpefty, Or, at Lessor S Oman, as orowdell in Paragraph 101(Of
11. IIIBBae. Lessee Snail pay for all water, gas, heat, light, power telephone. Sman disposal and Omer utilities and services supplied to Me Pren"sr together
with any taxes Mention If any Such services are not separately metered to Lessee. Lessee shall pay a reasonable proportion. to be determined by Lessor,
of all charges jointly metered with other premises.
12. Amgnmam and SubW*4
121 La~$ Cordal Retryxao.
(a) Lessee Shall not voluntarily or by Operation of law assign. transfer, mortgage or Otherwise transfer or encumber (coHabovely-,nownrenl"1 or
sublet all or any part of Lessee s interest in this Lease or in Me Preml"s without Lessor a prior wmbn consent given under and subject to me terms of
Paragraph 36.
lbf A change m the contrd OI Leasee shag commute an assignment rapuemg Lessor's bproom The transfer on a cumulative basis. Ol lwenry-iive
percent (25%1 or more of Me telling control of Lessee shall ConstiWtd a change in Control for this purpose
(c) The Involvement of Lessee or its assets In any transaction. Or series of transactions (by way of merger, sale. acquisition, hnancmg, mfini.
transfer, leveraged buy-out or dhemse), whether or not a formal assignment or hypothagbon of MIs Lease or Leamse'a assets occurs. which results or
will result in a reduction of the Net Worth of Lessee, as hereinafter dahnsd, by an amount equal to or greater Man haenly-five percent (25%1 01 such Net
Worth of Lessee as at was represented to Lessor at Me time OI the execution by Lessor Of this Lease or at me time of the moat recent assignment 10 which
Lessor has consented, or as d exists immediately prior t0 said minaaCbOn Or transactions COnstrami Such redubbon, at whichever time said Net Worth
of Lessee was or is greater, shall pe considered an asagnment of this Lease by Lessee to which Lessor may reasonably withhold Its consent "Net Water
of Lesmal for purposes of this Lease shall be the net worm of Lessee lucludmg any guarantors) established under generally accepted accounting
principles consistently applied.
(or An assignment or suWedin9 of I,.esse , a interest in this Loan without Leasor a speolto prwr carmen Coltthertt shalt, at Lessor s option be a
Default Curable after notice per Paragraph 13.1 ici. or a noncurade Breach without the neoassity of any notice and grace period. If Lessor elects to treat
such uncomsented to assignment or subletting as a noncunbb Breach, Lessor shall haw the right W either (I) terminate mid Lease. or in upon thirty
(30) days written notice I"Lessor a Notice"), increase the monthly Base Rent t0 last market rental value or one hundred ten percent (110%) o1 Me Base
Rent then In effect, whichever is greater Pending determination of the new lair market rental value. If disputed by Lessee. Lessee shall pay the amount
set forth in Lessor's Notice, with any Overpayment credited against Me irem instailmentis) of Base Rent coming due, and any underpayment for the
period retroactively to the effective date of the adjustment being due and Payable immediately upon the determination thereof Furtherin the event Of
such Breach and market value adjustment. til the purchase price 01 any Option to ourChaee the Premises held by Leasee shall be subject to similar
adjustment to the then fair market value (without the Lease being Considered an encumbrance or any deduction for depreciation Or obsolescence and
considering the Premises at Its highest and beat use and in good condition), or One hundred ten percent (110%1 of Me once previously in edea, whichever
is greater Iii) any Index -Oriented rental or price adjustment formulas Contained in this Lease Shall be adjusted to require that the base index be
determined with reference to the index applicable to Me time of such adjustment, and um any Nsed rental adjustments scheduled during the remainder
Of the Lease term shall be increased in the Same rabe as Me new market rental bears 10 the Base Rent in effect immediately prior to the market varve
adjustment
12.2 Terms, and ConMtions Applicable of Aspic and SubkOin%
(a) Regardless of Lessor a consent, any assignment or suit ng shall not. u) be ShaGtive without Me express wrMen assumption by Such assignee
or sublessee of the obligations of Lessee under this Lease, oo release Lessee of any obligations hereunder or pail alter the primary liability of Lessee for
the payment of Base Rent and other sums due Lessor hereunder Or for the performance of any other obbgabons to pe Performed by Lessee unost this
Lease.
(lei Lessor may accept any rent or performance of Lessee's obligations from any person other than Leasee pending approval or disapproval o1 an
assignment. Neither a delay in Me approval or disapproval of such assignment nor the acceptance 01 any rent or performance snail Constitute a waiver
or estoppel OI Leaaot s right to exercise AS remedies for Me Debutl or Breach by Lessee at a" at Me terms, covenants or Conditions of this Lease
(of The consent of Lessor t0 any assignment or fuddling Shall not constitute a consent to any subsequent assignment or subletting by Lessee
or to any subsequent or successive assignment or subletting by Me subleased. However Lessor may consent to subsequent sublettings and assignments
of the sublease or any amendments or modifications thereto mMOut noilying Lessee or anyone else liable on the Lease or subbase and without obtaining
Meir Consent. and such action shall not relieve such persons from Ilabsity under this Lease Or sublease.
lo) In the event of any Default or Breach of Lessee'a obligations under this Lease. Lessor may proceed dn"My against Lessee. any Guarantors
or any one else responsible for the performance of Me Lessee s obligations under this Least, including the sublessee. without first exhausting Lessor s
remedies against any OMer person or entity responsible therefor to Lessor. Or any security Maid by Lessor or Lessee
lel Each request for consent to an assignment or subletting shall be in writingaccompanied by information relevant to Lessor s determination as
to the financial and operational responaOili y and appropnateness of the proposed assignee or Sublessee. including but not limited to Me intender use
and/or required modification of Me Premises, A any, togeMer with a non-refundable deposit of $1.DDD or ten percent (10%) 01 the current monthly Base
Rent, whichever is greater, as reasonable consideration for Lessors considering and Processing the request for consent. Lessee agrees to provide Lessor
with such other or additional information and/or documentation as May par reasonably requested by Lessor.
if) Any assignee ol, or sublessee under, M6 Lease shell, by reason of accepting such assignment or entering into such sublease, be deemed.
for the benefit of Lessor. to have assumed and agreed to conform and comply with each and every term. Covenant, condiflon and obligation herein to
be observed or performed by Lessee during the term of Sad assignment or Sublease. other than such obligations as are contrary to or inconsistent
with provisions of an assignment Or Sublease to which Lessor has specifically consented in writing.
Igl The occurence of a transaction described in Paragraph 12.1(c) Snail give Lessor the right (but not Me obligation, to require that the Security
Deposit be increased to an amount equal to ax (6) times the IMn monthly Base Rent, and Lessor may make the actual receipt by Lessor of the amount
required to establish such Security Deposit a condition t0 Lessor's consent to such transaction.
M) Lessoras a condition t0 goring its consent to any assignment or Subletting, may require that the amount and adjustment structure of the rent
payable under this Lease pe adjusted 10 what is Men the market value and/or adjustment structure for propend Similar to the Premi"a as then constituted
12.3 Additkmal Torula and Cordlime Applicable to $ubWtbl; The following terms and 0ondthon5 shall apply to any Subletting by Lessee of all or
any pan of the Premises and Shall be deemed included In all subleases under this Lease whether or not expressly incorporated therein
(a) Lessee hereby assigns and transfers t0 Lessor all of Lessee'a Interest In ail rentals and income arising from any sublease of all or a Comfort
of the Premi"a heretofore or hereafter made by Lessee. and Lessor may collect such rent and income and apply Same toward Lessee S obligation under
Ines Lea": provided. however, that until a Breach (as defined In Paragraph 13 1) shall occur In the performance of Lessee S Obligations under this Lease.
Lessee may, except as OMerwi" provided in this Lea", receive, collect and enjoy the rents accruing under such suplea". Lessor shall not, by reason
Of this Or any other assignment OI such sublease t0 Lessor. nor by reason Of the Collection of the tents from a Subles"e. be deemed liable to the sublessee
for any failure of Lessee to perform and Comply with any OI Lessee S Obligations t0 such sublessee under such suplease. Less" hereby irrevocably
aa1Monzes and OfMCtS any Such SOMBSSee. 01301 leci Of a Whl nObCS, ICOM LB330t staling that a Bleach exists in Me performance of Lessee s
obligations Under this Lea". to pay to Lessor the renis and Other charges due and to become due under the sublease Subwse shall rely upon any
such statement and request from Lessor and shall pay such rents and Omer charges t0 Lessor without any Obligation or right to inquire as to whether
such Breach exists and notwithstanding any notice from or claim from Lessee to the contrary Lessee shall have no right or claim against "id subleases.
or. until the Breach has ben cured, against Lessor, for any such rents and other charges so paid by said sublessee to Lessor
Of In the event Of a Breach by Lessee in the performance of Its Obligations under tots Lea", Lessor, at Its option and without any obligation to
de so, may require any sublessee to adorn to Lessor, in which event Lessor smell undertake the obligations of the sublessor under such sublease from
the time of the exercise 01 said option to the expiration Of such Subteen I provided howeeer. Lessor small not be liable lot any prepaid rents or security
deposit paid by such subleasing to such sublessor or for any other prior Defaults or Breaches of such sublessor under such sublease
CI Any matter or thing requiring Me consent at the sublessor under a sublease shall also require the consent of Lessor herein
(d) NO sub essee shall IUrtmar assign Of 3110181 all or any Pett Of the Premi"a WIIn0U1 Lessor s pnW Wnmen Consent.
lel Lessor shall deliver a copy of any notice Of Default Or Breach by Lessee to the Sublessee, who shall have the right to Cure the Default of Lessee
within the grace penoo, it any, specified In Such notice The suble"the Snail have a -girt of reimbursement and offset from and against Lesee tc' any
such Defaults cured by the Sublessee.
13. DNauft; g a : Remedies.
13.1 Default Brespb. Lessor and Lessee agree that if an attorney is consulted by Lessor in connection with a Lessee Defaun or Breach sus hereinafter
aebnedl. 5350 00 is a reasonable minimum sum per such occurrence for legal services and Costs in the Preparation and Service o1 a notice of Default.
and that Lessor may mcwde the coat of such serv2es and Costa in "ad notice as rent due and payable to cure mid Default A ^Definal is defined as
a failure by the Lessee t0 observe. Comply with or perform any of the termscovenantsconditions or rules BPohpeble to Lessee under this Lease A "Beach"
defined as the occurrence of any one or more of the following Defaults, andwhere a grace period fpr cure after notice is specified herein the'aiiure
ov Lessee 10 cure sucm Detaull Chip, forms expiration o Me apollUb)e grace period and small enhge Lessor to pursue the remedies set fonm in Paregraons /
_2 2 anion 13 3 _`'iJ//
d The vacating of the Premi"s without the intention to reoccupy "me. or Me abandonment of Me Premises imhalal�_
NET
(b) Except as exPmWy Of"—" provided In MIS Lease. Me failure by Lomas to make M' gayrMnt of Bass Rent or any other monetary Payment
required to Me made by Lomas hereunder, whether to Leuze or to a third MAY, "and when tlPe. Me hpluro by Uu" fo Prowde Lem, wiM reasonable
eMence of insurance or surety bond required under this Lea", or Me hilure of Lessee to fulfill arty Oblgation under MIS Lea" which endangers or
threatens life or properly, more Such hilum continues for a WW of three (3) days following mean nip thereot by Or 01 behalf Of Lem, to Lessee
(c) Except as expressly otherwise Provided In this Lea". the failure by Leasee to provide Lesser with reasonable written evidence tin duly
execu ed original form, it appliublel OI (it com lapho, Sixth applembee law per Paragraph fl 3. (sat Me nlepkacki. ma1M6MnC! shit "rvKe C,miscre
required under Paragraph 7. IN. (iii) Me recission of an unauthorized saalgnment or subletting par Paragraph 12.1(b). fly) a Tenancy Statement per
Paragraphs 16 or 37, hn the subordination or non -subordination of this Lea" Per Paragraph 30, (vi) the guaranty of the performance of Lessor, a
obligations under this L"se if required under Peragraphs 1.11 and 37. (vii) the execution of any document requested under Paragraph 42 mammonist
or (we) any Other degumehfopsn or mtormation which Lessor may ma My mourm of Lase" under Me forma of MIS Laa", more any Such failure
complain for a penod often (10) days following wnnan notice by or on b ll of Ua to Uwe.
Ids A Default by Lessee As d the terms, covenants, conditions or prom ons of MIS Lee". or of Me rules adopted under Paragraph 40 hereof,
ttbl are to be observed, compiled with or Psrlormed by Leave. otha Man those described in subceragraphs to). lot or (c), above. where won Default
continues ler a period Of third (30) days after wMm notice thereof by or on hehalf of Lessor to Lessee: provided, however. held Me nature of Larger s
Default is such Mat more than thirty (30) den are r"aonably n ahmid for its cum, Man it shall not he daemed to be a Breach of this Lea" by Lessee
it Lessee commences such cure within "d thirty (30) day devices shit Mer""r dilpady Prosecutes such cure lO completion.
(at The occurrence of any of Me following eveqts: (i) The making by Lessee of any general arrangement or assignment for the beneM of creditors.
iii) Lessee's becoming a "deblor" as defined in it LLB C. §101 or any successor statute thommo (unlasa m the u" of a bwtion filso against Lessee, the
Mme m dismissed wiMin sixty (60) polys); (ipi) the appoinVMnt of a trust" or roc lmor to take poseemon of wWtanhallY all of Lesiree a assets located at
the Promises or of Leuea's interest in MIs L"", mom possession is not restored to Lela" within MIM (30) pan: Or fiv) Me anachment. execution or
other judicial seizure of substantially all of Lea"ea assets located at the Premia or of Losses a interest m this Lea", where such seizure is not
discharged within thirty (30) days; Provided. however, in Me event Mal any prowaion of Mis Subparagraph le) is contrary to any applicable law, Such
proympon Nell he of po torp Or effect. and not affect the validity of the remaining prowekma
M The discovery by Lessor Mal am financial Statement given to Lessor by Leasee or any Guarantor of Leasee a obligations hereunder was
.tensity fee".
(g) If the performance of Use 's obligations under MIS Lease is guaranteed: (I) Me death of a guarantor, (ill the termination of a guarantor s
liability with respect to this Lea" o1Mr, than in accordance will the farina Of such guaranty, fill) a guarantor's becoming mwlvent or the subject of a
bankruptcy filing. (w) a guarantor's refusal to honor the guaranty, or (vl a gulmnlon's breach of he guaranty obligation on an anticipatory breach basis.
and Lomas a failure, within May (601 days foltowing wraith nglde by or on OaneN OI Lessor t0 Le"ae of tory, such Mint. to prowde Le"or with amen
alternative assurance or security which, wheo cOuPled with Ma then egging resources of Login, Kuala or exceeds the combined financial resources
of Leasee and the guarantors Mat existed at the time of execution of this Lease,
13,2 R"mdiea If Lessee falls to penOrm any affirmative duty or obl'gation of Lessee under MIS L"se. within ten 110) days after written notice to Lessee
(or in case of an emergency, without notice). Lessor may at its option (but without obligation to do w), perform won duty or obligation On Lessee's behalf,
including but not limned t0 Me obtaining of reasonably required bonds, insurance policies, or governmental licenses. permits or approvals. The costs and
expenses of any such performance by Lessor shall be tl" and Payable by Lomas to Lessor upon Invoice therefor. If any check given t0 Lessor by Lessee
shall not he 00nore t by Me bank upon which it is drawn, Leswr, at its option, may moume all future payments t0 be made under this Lea" by Lessee
to ba made Only by cesntei s check. In the event of a Breach of this Lea" by Leas", as Defined in Paragraph 13.1, with or without further notice or
demand, and without limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach, Lessor may.
Is) Terminate Lomas a right to possession Of the Agrees by any lawful means, in which ca" MIS Lea" and Me term mereof wall terminale and
Lessee shall Immediately surrender oossesean of Me Promises to Lessor. In won event Leswr Shall ba entilteq to recover 00m Leasee: (i) the worth at
the time of Me award Of Me unpaid rent which had been earned at the time of termination: (it) the worth at Me time OI award of the amount by which the
unpaid rent which would have been earned after termination until the time of award exceeds the amount of such rental lass that the Lessee proves
could have been reasonably avoided: (iii) IM worth at Me hire of award of Me amount by "ion Me unpaid rent for Me balance of the term after the time
of award exceeds Me amount of such rental 1053 Mat Me Lessee Moves could be reasonably avoided; and (iv) any other amount necessary to compensate
Lessor ler all the deMment proxlmalely caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom, Including but not limned fo Me cost of recovering w53 w of the Premises, expenses 01 releMrg, Including necessary
renovation and almmwn of Me Promises, reasonable ottoman' lees, and Mat pomon Of Me basing commission Fed by Lessor appllcaple l0 the unexpired
term of this Lea". The worth at the time of award of the amount reformed to in provision (iii) of Me prior sentence shall he comwtep by discounting Such
amount at Me discount rate of Me Federel Re"" Bank of San Francisco at Me time of award plus one percent. Effort by Lessor to mltgafo damages
caused by Lessee's Default or Breach of Mia Lea" shall poi waive Leswr s right to recover damages under MIS Paragraph. It termination of this Lease
Is obtained through the provisional remedy of unlawful detainer. Lessor shall he" the fight to recover in such proceeding Me unpeld rent and damages as
am recoverable therein, or Lessor may reserve therein the right to recover all or any part thereof in a separate suit for won rent anti/or damages. If a notice
and grace pend reodroo under wbpamgmphs 131(b), Id or (d) was not previously given, a nonce to Pay rent or quit, or to perform or quit, as the case
may be, given to Leas" under any alaluh authorizing Me forfeiture of Ise"g for unlawful dovenar shall also constitute the applicable notice for grace
pergdoutcome required by subparagraphs 13.1(b), IC) or(d). in such calow he applicable grace period under subparagraphs 13.1(b 1. (c) or to) and under
Me unlawful dehma gatote shall run concurrently alta the one won statutory notice, and Me failure Of Leasee to cure Me Default within the greater of
the ho won grace Penode shall constitute both an unlawful tlalalMr and a Breach of MIs L"" eqtiMng Lessor to the reme plea provided for In this Lease
and/or by Md avlpte.
(b) Continua the LM" and Lessee's right m pool"won in effect (tin California under California Civil COde Section 1951.4) after Lesae's Breach
and abandonment and recover Me rent as it becomes due. provided Uaeee has the nghl to sublet or wagon, Subject only to reasonable limitations. See
Paragraphs 12 and 36 for the limitations on assignment and wb" g which limitations Lessee and Lessor agree aro reasonable. Acta of maintenance
or preservation, efforts to M t the Premises. or the appointment of a receiver to protect Me Lessor'5 interest under Me Lease, shall not constitute a
termination of Me U53"'s right to pom"w.
Act Pursue any odea remedy now Or here6ner wettable to Leaver under the laws or Judicial decisions of the spite wherein Me Premises are
loptad.
(d) The expiration or termination of this Lea" and/or Me terminsbon of Lessee's right to possession shall not relieve Lessee from liability under
any pndemndy provisions of Mia Lease as to manam Occurnfig or eqerumg during Me term hereof or by reason of Lessee'a occupancy of Me Premises
13.3 Indeo*RWM Reeapbre M Eved Of Mash. My agreement by Lessor for free or abated rent or other charges spoliuble to the Premises, or for
the giving or paying by Leswr 10 or for Leas" 01 any pY1 or other bonus, inducement or consideration for Leaser s entering into this Lease, all of which
concessions W hereinafter referred fo as-Wxk rnerg Provlaim*' "all be seemed conditioned upon Lessee's full and faithful performance of all of the
Worms. p nit and conditions of this Lean to"Performed or observed by Less" during Me term hereof as Me same may be extended. Upon Me
occurrence of a Breach of this Lea" by Leasee, as defirrod In Paragraph 13.1. any won Inducement Provision shall automatically be demand deleted from
MIS LM" and of no further torp or effM, and any root other charge, bonus. Inducement or consideration theretofore abated, given or mid by Lessor
under wch an Irldupm"t Provision shell be immediately due and payable by Lessee to Leswr, and recoverable by Lessor as additional rent due under
this Lea". notwithstanding any subsequent cure of Mid Br"p by Uuaa. The acceptance by Lessor of rent or the cure of Me Breach which Initiated
the operation of this Paragraph shall not be deemed a waiver by Lessor Of the provisions Of this Paragraph unless specifically w staled in whiting by
Lessor at the time of such acceptance.
13 4 tach Chwgaa. Lessee hereby acknowledges Mat late Payment by Leases to Lessor of rent and other sums due hereunder will cause Lessor to
incur costs not contemplated by this Leese, ttfo exact amount of which will be extremely difficult to ascertain. Such toga Include. but are not limited to,
processing and accounting chargee, and late charges which may he imposed upon Lessor by Me terms of any ground lease, mortgage or trust deed
covering the Premises. Accordingly, if any installment of rent or any other sum due from Less" shall not be received by Lessor or Lessor a designee
within five IS) days after such amount shall he due, than, wihout any requirement for notice to Lessee. Lessee shall my to Lessor a late charge equal to
six Percent IS%) of such overdue amount. The parties hereby agree Mat such late charge represents a fair and reasonable estimate of the costs Lessor
will Incur by reason Of late Payment by Lessee. Acceptance of such late charge by Lessor shell in no event constitute a waiver of Lessee's Default or
Breach with reaped to Such overdue amount, nor prevent Lessor from exercising any of Me other rights and remedies granted hereunder In the event
that a late charge Ill Payable hereunder, whether or not collected, for thr" (31 consecutive installments of Ba" Rent. then notwithstanding Paragraph 4.1
or any other gtowsion of tins Lean to the Contrary, Bene Rent shat. at Lessor a option, become due and Payable quezoll In advance
13.5 Breach by L" .. Lessor shall not be deemed in breach Of this Lea" union Leaver falls within a reasonable time to perform an obligation
required to he Mftmed by Leaver. For purposes Of Mis Pamgmph 13.5, a reasonable time shall In no event he leu than thirty 130) days after receipt
by Lessor, and by the holders of any ground lea", mortgage n reed of trust covering Me Premises who" name and address Shall have Oman furnished
Lesson In writing for such purpose. Of wriftep notice soecptymy wherein wch obligation of Lessor has not been performed; provided, however. Mat tf me
nature of Lessor'a obligation Is such that more than third (30) days after such notice are reasonably required for its performance. then Lessor shall not
W In breach of Mrs L"se if performance Is commenced within such thirty (30) day period and Member diligently pursued to completion.
14. Condemnation. ff Me Premises or any porbon thereof are taken under the power of eminent domain or cold under the throat of the exercise of Mid
power Jail Of which are heMn called "egndor wbm"1. MIs Lea" atoll "hu to as to the pan w taken as of Me date the condemning authority takes
lips Or mmmon, whichever first =cuts, if mom than ren Percent (10%) Of Me door area of the Premises, or mom than twenty-five Percent (25961 of the
land area not occurred by any building, is taken by condemnation, Lesw may. at Lea 's option, to he exermsee In writing within ten (10) days after
Lessor shall have given Leasee corm" notice of wch faking (or In Me absence of such nonce. within ten (10) days after Me condemning auMony aha
Initials
Rte PAGE 7
e.e taken possession terminate Ins Lease as of the date the coneemnmg authority lakes such possession It Lessee does not terminale this Lease in
accordance with the foregoing. this Lease shall remain In full force and asks As to the anion of the Premmas remameig, except Mat Me Base Rent shall
be reduced In the same proportion as the rentable floor area of the Premises taken bears to the total rentable floor area of the building mateo on Me
Premises. No reduction of Bax Rent area occur If the only portion OI the Prem Ses taken is land on which Made IS 0 building. My award for Me taking
of all or any can Of the Premises under the power of eminent domain or any Sym rat made under threat of Me exercise of Won power atoll be the property
of Lessor, whether such award shall be made as compensation for diminution In value Of the leaAShold or for the taking of the lee, or as severance
damages, provided, however Mat Lessee snail be entitled t0 any comMnwbon. asperably awarded t0 Lessee for Lessee S relocation expenses and/or
hoes of Lessee's Trade Fixtures. In Me event Mal Mrs Lease Is not terminated by reason Of such CorlPematia. Lessor AMM to may extent of is net Severance
damages received, Over and above the legal and other expenses Incurred by Lessor in the condemnation maser, repair any damage to the Premises
caused by such condemnabon, except to Me extent Mat Leasee has been .� curs" Merelor by Me Condemmrs authority Lessee shall M responsible
for the Payment of any amount in excess of Won net Severance damages required to complete won repair
15. Brokef a Fee.
15.1 The Brokers named in Paragraph 1,10 are Me procuring mums of this Lase
152 Upon execution Of MIS Leese by both Paries. Lessor snail pay to aid Brokers jointly or in won aarete shoes a they may mutually deargnate
in writing, a lee as set fords In a sectrale wdflen agreement between Lessor and aid Brokers for in the event fliers is no x arale Wmflen agreement
between Lessor and As Brokers, the sum Of $ I tot prokeres ASmces rendered by eek Brokers to Lessor in Mrs Iran scuon
15 3 Unless Lessor and Brokers have otherwise agreed In writing. Lessor former agrees that: (a) if Lessee exercises any Option las defined In
Paragraph 39.1) or any Option s"swuently granted which is Substantially similar to an Option granted to Lessee in MIs Leat, or (b) it Lessee acquires
any rights t0 the Premlas or other premises described in this Leat which am substantially Similar to What Lessee would have acquired hail an Option
herein granted to Lessee been exercised, or (c) if Lessee des In PeSaesmon Of Me Premiers. sem Me consent of Leaal, after Me expnsbon Of me
term of this Lease after having failed to exercra an Option, or (d) if aitl Brokers are the procuring Cause of any other base or ASIA entered into between
the Ponies Containing to the Premises and/or any adjacent proaM in which Lessor has an mleresl, or (al if Baa Rent Is mcreased, whether by agreement
or operation Of an escalation clause herein, Men as to any of aitl transactions. Lessor shall ay aitl Brokers a fee In accordance cars the Schedule of
aitl BIOkers m effect at Me time of the execution of Mis Lease
15 4 My buyer or transferee of Lessor's Mlerest in this Lease, whether such tramler IS by agmemem Or by Operation of law sham be deem" to have
assumed Leser s obligation under MIs Paragraph 15. Each Broker shall M a third arty beneficiary of Me orovfsions of MIS Paragraph 15 to the agent of
Its interest in any commmmon arising from this Lease and may enforce Mat right dnectly against Lessor and its wccessom.
15 5 Lessee and Lessor each represent and warrant to the other that it has had no dealings with any perm, firm, broker or shier (Other than the
Brokers. If any named in Paragraph 1.10) in connection with the negotiation of WS Loam and/or Me conwmmation of Ife trenaction conlemplated hereby
and that no broker or other arson, firm or entity other than aid named Brokers Is entitled to any commismin Or finder's fee In connection with aid
harmonics, Lessee and Lessor do each hereby agree to milers protect OeNnd and hold Mas other bamn6a from and against liability for compenation
or charges which may M dorm" by any such unnamed broker. finder pr other Similar arty by reason of any dealings or actions of the indemnifying
Pato including any costs, expenses. morneya' fees reasonably mcurre0 with roup ss Merelo.
15 6 Lessor and Lessee hereby consent to and approve all agency relationships. including any dual agencies. indicated in Paragraph 1.10
16. Twws Statemat
16 t Each Parry las "Responding Parry") shall wrrim len (10) days after written notice from the other Party (the "R"u ting Party") execute.
acknowledge and deliver to Me Requesting Party a SWemant In wnbm m fords similar to Me Men most current'Taacy 818lemod" form published by Me,
American industrial Real Estate Association, plus such additional mformaUon, contemabon and/or Statements as may a reasonably recuesled by the
Reoueshng Party
16 2 It Lessor desires to finance. refinance, or all the Premises. any art thereof. Or the building of which Me Premlts are a art. Lessee and all
Guarantors of Lessee's Performance hereunder shall deliver to any Potent al lender or purchaser demgnated by Lessor Such financial statements of
Lessee and such Guarantors as may be reasonably required by such imckar or purchaser. Including but not his to Lea 8 financial statements for
the oast three 131 years. All such financial Statements shall be received by Lessor and such lender or purchaser In confidence and Miall M used only
for the Outcome harem set forth
17 Lemor's Liobft.. The term "Loaeor" as used hein reShall mean the owner or owners at the time In Question of Me me title to Me PrOMItS. or. If MIs
is a sublease, of the ks1e2'e m a e s m the prier baa. In Me event d1 a tfamfer 01 LSSSW s title Or Interest m The Premises Or M Mrs Laws. Lesbr ""
delver to the transferee or assignee tin shah or by credit) any unused Security DOM39 held by Lessor at she time of such transfer or assignment. Exapl
as orovmed In Paragraa 15, open such transfer or assignment and dehvery, of Me Security Deposit, as aforeald, me prior Lessor Shall be ime ed of all
pabltity with respect to the obligabons and/or Covenants under Mis Lease Meroafter t0 pe Performed by the Leeks Subject to the foregoing. Me obligations
and/or covenants in this Lease to oe psrtormed by the Lessor Shall de binding only uan the Lessor as hereinabove defined
18. $averablMt .. The invalidity of any provision of this Leaa, as determined by a court of comatenl fun"lCtion, ahem In no way affect Me validity of any
other provision hereof,
19 fmt a PaShDue Obgg"m& Any monetary Payment due Lessor hereunder other than late charges. not received by Lessor is this (30) days
owing the date On which It was due shelf pear Interest from the thrty-first (31 stl day after It was due at the rate of 12% Per annum, but hot exceeding
maximum rate allowed by law In addition to the late Charge Provided for in Paragraph 134
20.Time of Easerlum. Time is of the essence win respect to the Performance of all obligations to be artormed or Observed by Me Parties under this Lease
21. Rent Defined. All monoary obligations of Leasee to Lessor under the terms of this Lease are deemed to be rent.
22. No Prior qr Other Agreements, &allow D*Chgmer. This Leaa ccntams a agreemems between Me parties won dwaicl to any, made, rasion" instant,
and no other prior or contemporaneous agreement or understanding Shall M effective. Lessor and Lessee each represents and warrants to Me Brokers
that it has made, and Is relying Solely upon, its own Investigation as to the nature, Quality, character and financial responsibility of the other Parry to MIs
Lease and as to the nature, quality and character of the Promises. Broken have no responsibdiry with respect thereto or with respect to any default or
breach hereof by either Pato.
23.N n.
23 1 All notices requir" or pernmed by MIS Leat Shall W in writing and may M Pe, :erect In arson (by hand or by messenger or courier service)
or may be sent by regular, combed or regiMr" mail or US, Postal Samoa Express Mali with pottage preafd, or by facsimile transmission, and shall
be deemed sufficiently given II servo m a manner speciheo m this Paragraph 23 The woresses not" adjacent to a Path's signature on tiffs, Leese Shell
de that Path's address for deffvery or mailing of notice purees. Either Pato they by written nonce to Me Mar apecity a different address for notice
purposes. except Mat upon Lessee'a taking astaslon of the Premises, the Premises shall constitute Lesiee'S address for Me purpose of mailing or
delivering notices to Lessee A copy of all notices required or w mmao to be given to Lessor hereunder Mall W concurrently tranamMed to such arty
or Ponies at such addresses as Lessor may from time to time hereafter designate by wrmen notice to Leaase,
232 My notice sent by regostereo or candied mail. return receipt mguesteo. Shell M deemed given on Me Mla Of delivery Shown on we rocsipt caro,
or it no delivery tote Is shown, the postmark Monarch, It sent by regular meal the not" She% ber named owed forty-eight 1461 hours ase, Me time Is
addressed as requmreo harem aha mail" with Peatage proaid. Naas ooiwreo by unit" States Expraa Masi or overnight Carer Mat guarantees next
day delivery shall W deemed given twenty-four (24) hours after doev ry of the same W M, l ftcl Starve Postal Service Or Croner. IT any nova Is lmnsmmw
by facsimile tranxmismun Or similar means. Me same Shall be deem" trv" or delNerod upon telephone COnfirmepon of records of Me transmission
thereof, Provided! a copy is also deliver" vi debvery or mail. If Raba is receiv" on a Sunday or legal holidey, 0 Shall be deemed received on Me next
business day
24. Wawera No waiver, by Leser of Me Default or Breach of any term. Cowart or cundMon how( by Lessee. Shell M deem" a waiver of any prier
term. covenant or condition hereof, or of airy Subseeuent Default Or Breach by Lessee of Me ASrhe Or of any other term, covenant or condition hereof
Lessor s consent to, or aWovel of any act Shell not M Medea to roRder unit Ma the obtaining Of Lesiwr'a ea to or amnks of, any Subsequent
or wheat act by Leaee.Or M construed as Me ams of an Moppet to enforce Me proNMIXI M prdwyORa as MIS Luta mounting Moll =sent RegardWw
of Lessor s knowledge o1 a Default or Breach at the time of accepting rant, Me acceptance of rent by Lessor shall nbl be a waiver of any precadmg
Default or Breach by Lomas of any provisions hereat, other ries, the tailure of Lessee to ay Me articular rant SO accepted. Any aymans given Lessor by
Lessee may M accept" by Lemor on account of moneys Or damages due Laver, not thstanding any qualiMng Statements or Condibona made by
Lessee in connection theretim. ".on in Mte is and/or conditions Shell be of no force w eaot whatsoever uncia Specifialy agreed to in wrlsnq
by Lessor at or before the time Of dapped of such "Mont +
25.111 ing. Either Lessor or Lessee shall, upon d uest Of the Other, execute acknowledge antl "Nor 10 Me other a Alton form memomndum of this
Loam for recording PurPeaS. The Party requesting ra ami on Shill be roapaSiWe for my M of any fees or taxes spbilcable Maralo.
26. No R4M To Noldeeer. Lomas has no right to realm aasasmun of the Promote or any art Thereof beyorld the expiration or eanmr tomfna8on Of
this Leat
27. bumulebve Reaedise. No remedy Or election hereunder Shall Pe deemeo ASUumW but WII, whatever Was ble, W cumulabw ooh all parer IMhede
at is. or m pout,
mnels
NET PAGE 8
0'65
066
26.COrtnrtb and CandiOons. All Provisions of this Lean to be Observed or performed by Lessee are both covenants and conditions
29.SkWWQ Hreet: Choice W Lars This Lane shall be binding upon the oarhes, their personal representatives Successors and assigns and M governed
by the laws of Me State in which Me Premises are located. Any litigation between Me Partes hereto concerning this Lease Shall be initiated in the county
i0 which the Premises are located.
30.SubordkMYon: ARom ;NWHDMurbance.
30.1 SUbordkulbw. This Lease and any Option granted hereby shall be subject and Subordinate to any ground lean, mortgage, deed of trust, or other
hypothecabon or Security device (collectively. "6tderfe, Deeks'), now or "maftw placed by Lessor upon the rut property Of which the Premises are a
pan, to any and all advances made On the Security thereof, and to all renewals. modifications. consolidations, replacements and extensions thereof
Lessee agrees Mat the Lenders holding any such Security Device shall haw no duty, liability or obligation to porki any of the Obligations of Lessor
under MIS Lean, but that in the event of Leasoi s default with respect M any Such Obligation. Lessee will give any Lender canon name and address have
bean lumished Levee in writing for Such purpose notice of Lessor a default antl allow Such Lender thirty (30) days following receipt of such notice for
Me cure OI mod default beforeinvoking any remedies Lessee may haw by reason Manor If any Lender shell elect to haw this Lean and/or any Option
granted hereby Superior to the lien of its Securely Device and shall give written notice thereof to Leasee. Mia Lean and such Options shall Pe deemed
prior to Such Security Device, notwithstanding the relafive dates of the documentation or recordation thereof.
30.2 Atbjmrm z Subject to the non -disturbance provisions of Paragraph 30.3. Leasee agrees to adorn to a Lender or any other pony who acquires
Ownership 01 Me Premises by reason of a foreclosure of a Security Device, and Mal in the event of Such foreclosure, such new owner shall not o) be liable
for any act or omission of any prior lessor or with respect to scams cccumng prior to aCquOMOn of Ownership. (it) be Subject to any create or defenses
which Looses might haw against any Prior lessor. Or (iii) be bound by prepayment of more Man one month's rent.
30.3 No--DWurban With respect to Security Devices entered into by Lessor after the execution of this Lease, lessee's subordination of this Lease
shall be Subpot to recemng assurance (a "mea itMbance tWeom@W) from the Lender Mal Leasee a possession and Mia Lean, including any options
to emend Me term hereof, will not W disturbed so long as Lenge is not in Breach nersof and aftorns to Me record owner of Me Premises.
304 SeH-Exw ttng. The agreements contained in this Paragraph 30 shall pe effective without the execution of any further documents. Provided
nowewr, that upon written request from Lesser or a Lender in connection with a seta, financing or refinancing of the Premises. Lessee and Lessor shall
execute Such further writings as may be reasonably required to separately document any Such subordination or non-su0orderabon. aftornment and/or
non-dialmpjJ agreement as is provided for herein.
31. ANomey's Foe. If any Pony or Broker brings an action or proceeding to enforce the terms hereof or declare rights hereunder, the Prevailing Party
(as hereafter defined) or Broker in any such proceeding, action. Or appeal thereon, Shall os entitled to reasonable aftorney'a fees Such fees may be
awarded in the Same suit or recovered in a separate suit, whether or not Such action or proceeding is pursued to decision Or judgment The term.
"Prevailing Way" shall include, without limitation, a Peny or Broker who Substantially obtains Or dates%me relief Sought, as me Can may be. whether
by Compromise. Sentiment, judgment, or the abandonment by the other Pony or Broker of its claim or defense. The attorney's Ime award snail not be
computed in accordance with any court lee =nodule, but shall be Such as to fully reimburse all attorney's fees reasonably incurred. Lessor shall be
entitled to attorneys fns, costa aro expenses incurred in Me preparation and Service of notion of Default and consultations in connection therewith.
whether Or not a legal action is Subsequently Commenced in connection with such Default or resulting Breach.
32.Loswr'a Aeeees: Showing Premises: Retssim. Lessor and Lessor's agents Snail hew the right o enter the Premises at any time, in the Can at an
emergency, and otherwise at reasonable times for Me purpose of showing Me Same to prospective Gurchi lendl or lessees, and making such
alterations, reports, improvements Or additions to the Premises Or to the building of which they are a part, as Lessor may reasonably deem necessary
Lessor may at any time place on or about Me Premises Or budding any ordinary For Sale" signs and Lessor may at any time during Me last one hundred
twenty (120) days or me lean hereof place on or about Me Premins arty ordinary "For Lean" sena. NI such amvdies Of Leaver Snell be "hoW abatement
of rent or liability to Leasee.
33.41tupikil Lessee shall not conduct, nor permit to M conducted either voluntarily or involuntarily, any auction upon Me Premises without first having
obtained Lessor's prior written Consent. Notwithstanding anything to the contrary in the Lean. Lessor shall not be obligated to exercise any standard of
reasonableness in determining whether to grant such consent.
3e. Sight. Lessee snail not place any sign upon the Premises, except that Leasee may, with Lessor s prior written consent, install (but not on the rOoO such
signs as are reasonably required to advertise Lesson a own business. The installation of any sign on the Premises by or lir Lessee shall M subject 10 the
provisions Of Paragraph 7 IMamtenence. Repairs. Utility Installations, Trade Futures and Alterations). Unless otherwise expressly agreed herein. Lessor
reserves all name to the use of the roof and the right to install, and all revenues from the installation of. such advertising Signs On the Premises, including
the roof, as do not unreasonably intemare with the Conduct of Leases a business.
35.Tsrmiestion; Merger. Unless spoof tally stated otherwise in writing by Lessorthe voluntary or other surrender of this Lease by Lessee, the mutual
termination or Cancellation hereat or a termination hereat by Lessor for Breach by Lessee Shall automatically terminate any sublease or lesser estate m
the Premises'. provided, however, Lessor shall, in the event of any such surrender, termination or cancellation, he. the option to continue any one or all
of any existing subtenancies. Lessor a failure within ten (10) days following any such event to make a wriften election to the contrary by written notice
t0 the holder of any Such lesser interest, shall constitute Lessors election 10 haw Such event constitute the termination of such interest.
36.0 son
(a) Except for Paragraph 33 hereot (Auctions) or as otherwise provided herein. wherever In this Lease the consent or a Parry is required to an
act by or for the other Path, such consent shall not M unreasonably withheld or delayed. Lessor s actual reasonable coals and expenses )including but
not limited to archile0ls: attorneys: engineers or other consultants leas) incurred in the consideration of. or response to, a request by Lessee for any
Lessor Consent penning to this Lean or the Premises, including but not limned to consents to an assignment, a subletting or the presence or use of a
Hazardous Substance, practice Or storage tank. shall M paid by Lessee to Lessor upon recei0t of an invoice and Supporting documentation therefor.
Subject to Paragraph 12.21e) (applfUble to assignment or subletting), Lessor may, as a condition to considering any such request by Lessee. require that
Levee call with Lessor an amount of money Un addition to Me Security Deposit held under Paragraph 5) reasonably calculated by Lessor to represent
Me coal Lessor will incur in considering and responding to Lessee a request. Except as otherwise provided, any unused portion of Said deposit shall be
relun led to Lessee without interest. Lessor's consent W any act, avignme if Of this Lean or subletting of the Premises by Lessee shall not constitute
an acknowledgment Mat no Default of Breach by Levee of Mis Lean exists, nor shall such Consent be daemon a waiver of any then existing Default or
Breach, except as may bo otherwise specifically gated in writing by Lemor at Me lime Of such consent.
ID) NI Conditions to Lessor's consent authorized by this Lean are acknowledged by Levee as bang reasonable. The failure to specify herein
any Conciliar Condition to Lessor's consent Shall vol preclude Me impoMion by Levo, at the MIS of consent of such further or other conditions as are
Men reasonable mM reference to Me particular Matter lir which consent m being given.
37. Guarantor.
371 If Mare aro to be any Guarantors of this Lease Per Paragraph 1.11, the form OI the guaranty to be executed by each such Guarantor shall be in
Me form moat racermy published by the American Indusrial Real Estate Alaociation. and each Mid Guarantor shall haw Me same obligations as Lessee
under MIS Lease, Including but not limited to the obligation to provide the Tenancy Statement and information called for by Paragraph 16.
37.2 It Mall constitute a Default of the Leans under this Lease if any Such Guarantor fails or refusesupon reasonable request by Lessor to give'.
(a) evidence W the due exaculwn of the guaranty Called for by this Lame, including the authority of Me Guarantor (and of Me path Signing on Guarantor's
behalf) to Odgafa such Guarantor on Mid guaranty, and Including in the Can of a corporate Guarantor, a ceNneO Copy OI a resolution of its board of
directors authors irg Me Making of Such guaranty, together with a Certificate of incumbency showing Me signatures of the persons authorized to sign on
its behalf. (fol current financial statements of Guarantor as may from time to time be requested by Lessor. (C) a Tenancy Statement, or (d) written
confirmation Mal Me gaaranly is Sall in effect
3S.GuM Poeeteefon. Upon payment by Lessee 01 the rent for the Premises and the observance and performance of all Of the covenants, conditions
and provisions On Lessee's Pon 10 W observed and pertormed Wow this Lean. Lessee shall haw quiet possession of the Premises for the entire term
hereof Subject to all of Me provisions of his Lean,
39.Opdb
391 D*RrMiwL Al used In Mis Paragraph 39 the word "OpLon" has this following meaning: la) Me right to emend the tans of his Lease or to renew
MIS Lease or to extend or renew any lean that Lessee has on Other property of Lessor, Wl Me right of had refusal to lease the Premises or the right of first
offer to lean the Premises or the right of first refusal to base What property of Leaver or the right of first offer to lease other property of Lessor, al the right
to purchase the Premises, or the right of first refusal to purchase the Promisee, or the right Of first offer to Purchase the Premises, or the right to
purchase Other property OI Leaver. or Me right of first refusal to purchase other prommy of Lmi or Me raft of any offer to purchase Omer property
of Lessor.
392 OP6Personal To 0rigimI Lesett. Each Option granted 10 Lever in MIS Lease is personal to the original Leasee named m Paragraph 1.f
rental, and Const be voluntanly or my01Urpourty assigned or exerand by any person or entity other than Mitl original Lessee venue the original Leash
ism fun and actual posMsaon of the Premises and without the intention of thereafter assigning or subletting. The Options, it any, herein granted to Lessee
are not assignable, either as a pan of an assignment of MIS Leah or mostri lely Or apart Merebnm, and no Option may be npareted from MIS Lean in
any manner. by reservation or amrtwiSe.
392 MUMpla 096In the event Mat Lowest has any multiple Opbons to extern or renew MIS Lean, a later option cannW be exercised unless Me
Pnm Opta ns t0 amend Or renew this Lean have Mai what exemood.
Initjeta
y
NFT PAGE 9
394 Efladt or owmk on Oppose
sal Lessee shall have no right to exercise an Option. notwithstanding any provision in the grant OI Option to the contrary ice during the Pei
commencing with the giving of any notice of Default under Paragraph 131 and continuing until the noticed Default is cured or till during the period OI
time any monetary obligation due Lessor from Lessee is unpaid (without regard to whether notice the -I is given Lesseesor phi during the ume Lessee
is in Breach of true Lease, or tivl in Me event that Lessor has given to Lessee three (3) or more notices of Default under Paragraph 13 1. whether or not
the Defaults are cured, during the twelve (121 month period immediately preceding the exercise at the Colson
Ibl The Period of time within w111on an Option may be exercised shall not be extended or enlarged by reason of Lessee S inabddy to exercise an
Option because of me provisions of Paragraph 39 4fal.
ICI All rights of Lessee under the provisions of an Option shall terminate and be of no further farce or effect notwithstanding Lessee s due and
timely exercise Ot the Option, if, after such exercise and during me term of this Lease, IO Lessee fade to DAY t0 Lessor a monetary obligation of Lessee
for a period of thirty (30) days after Such obligation becomes flue Iw thout any necessity of Lessor to give notice thereof to Lesser 1. or fill Lessor gives
to Lessee three or more notices of Dalai under Paragraph 13 t during any twelve month period, whether or not the Defaults are cured. or Bill if Lessee
commits a Breach of this Lease.
40.MuhipN BuiMbps It the Premises are pan of a group at buildings Controlled by Lessor. Lessee agrees that it will abide by. keep and observe all
reasonable rules and regulations which Lessor may make from time to time 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 lar the convenience of other occupants or tenants of such other buildings and
their mntees, and that Lessee.11 pay its fair share of common expenses mcured in connection Herewith
41. Security Meanm. Lessee hereof, acknowledges that the rental payable to Lessor hereunder does not include the cost of guard service or Other
secLnty measures. and that Listed, shall haft no opNgetlon whistriceaer to provide same. Lessee assumes all tesponslbdlty to, the wool hon Of the
Premises. Lessee, its agents and inntees and Meir Property from the acts of third parties
42.11eaerveliona Lessor reserves to Itself the right, from time to time, to grantwithout the consent or joinder of Lesseesuch easements. rights and
dedications Mat Lesear deems necessary, and to Cause Me recordation of parcel maps and restrictions w long as such easements, rights. dedications.
maps and restrictions do not unreasonably interfere With the use Of the Premises by Lessee. Leasee agrees t0 sign any documents reasonably requested
Py Lessor to effectuate any Such easement right, dedication map or sanctions.
43, Perlprmenu Under Preset. If at any time a dispute Shall arise as to any amount or sum of money to be paid py one Party to the other under the
provisions hereof. the Party against whom the obligation t0 pay the money is asserted shall have the right to make payment "under protest" and such
Dayment Snail not be regarded as a voluntary payment and there shall survive Me right on the part o1 said Remy to ,"Idule suit for recovery of such sum
If it shall be adjudged that there was n01ega1 Obligation On the pan o1 Said Path to pay such sum or any part thereof. said Parry shall be entitled to
recover such sum or SO much thereof as i1 Was not legally required 10 pay under the provisions of this Lease
41I.Auelodly. If either Parry hereto is a corporation. trust. or general or limited Partnership. each indmiduai executing this Lease on behalf of such entity
represents and warrants that he or She IS duty authorized to execute and deliver this Lease on its behalf If Lessee is a corporation trust or Partnership,
Lessee shall. Withm thirty (301 days atter request by Lessor deliver o Lessor evidence salrsfactory M Lessor at Such auMartry
45. Contac[ Any conflict between Me printed provisions of Mis Lease and the typewmen or handwritten provisions Snail be controlled by the tyPewrimen
or haddwriften provisions. 46. Offer. Preparation of this Lease by Lessor or Lessor's agent and submission of Same to Lessee shall not be deemed an offer to lease to Lessee. This
Lease is not intended to the binding until exeCutd by all Parties hereto.
47. Am" Is . This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. The parties Small amend this
Lease from time to time to reflect any adjustments that are made to the Base Rent or other rent payable under this Lease As long as they do not
materially change Lessee s obligations hereunder. Lessee agrees to make won reasonable non -monetary modifications M this Lease as may be reasonably
required by an institutional, insurance company. Or Pension plan Lender in connection with the obtaining of normal financing or refinancing of the
property of which Me Premises are a pan.
48. Multiple Partin. Except as otherwise expressly provided hereinif more than one person or I is named herein as either Lessor or Lessee. the
Obligations of Such multiple parties Shall be the 10int and Several responsibility Of all persons or entities named harem as such Lessor or Lessee
Additionally, this lease includes an addendum pages 1-2 which references paragraphs 4.2,
5.1, 10.5, 49 and 50. This lease also excludes paragraph 8.4.
LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN. AND BY THE
EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT AT THE TIME
THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF
LESSOR AND LESSEE WITH RESPECT TO THE PREMISES
IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR SUBMISSION TO YOUR ATTORNEY FOR HIS APPROVAL. FURTHER.
EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY AS TO THE POSSIBLE PRESENCE OF ASBESTOS.
STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION OR BY THE REAL ESTATE BROKERS, OR THEIR AGENTS OR EMPLOYEES AS TO THE LEGAL
SUFFICIENCY LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES
SHALL RELY SOLELY UPON THE ADVICE OF THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE IF THE
SUBJECT PROPERTY IS LOCATED IN A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS
LOCATED SHOULD BE CONSULTED.
The parties hereto make exeputed this Lease at ins place an Me dais specified above to Meir respective Signatures
Executed at Sar Tuan flap i etT nn City e'1_l7 _ Executed at Trai is West Galle
on Janawrr 1 ..1993 pp January 13. 1993
by LESSOR: by LESSEE:
San Juan Capistrano CGfmEmity Trails West Galle
Redevelopment Aaencv
By ^l
Name Printed: Egg Nrash Nemo : rt N. nnnsi
Tine Thin Owner
By gy
some Praised George Scarborough Name Prkrled:
rine Executive Director TMN:
Address: 32400 Paseo Adelanto Add e : 26822 Ort
eg�E ' ghwav
San .an a r ^ CA 92675 San Juan Capistrano. CA 926T5
Tet No. 17141493-1171 Pax No. (714 ) 493-1053 Tet No l71d 49A-7AAA sax No.t_I
r&T PAGE 10
NOTICE: These forms are often modified to meet changing f"U"e Mte of law antl industry needs. Always write or call to make sure you
are utilizing the most cumin form: American industrial Real Estate Association, 345 South Figueroa Street, Suite M-1. Los
Angeles, CA 90071. (2131687-6777 Fax No. 12131 687-8616
os�
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss. AFFIDAVIT OF POSTING
CITY OF SAN JUAN CAPISTRANO )
I, CHERYL JOHNSON, declare as follows:
That I am the duly appointed and qualified Secretary of the San Juan
Capistrano Community Redevelopment Agency;
That in compliance with State laws of the State of California and in further
compliance with City Resolution No. CRA 83-12-20-1 and on the 19th day
Of January , 1993, 1 caused to be posted:
RESOLUTION NO. CRA 93-1-19-2 , being:
APPROVING LEASE OF FACILITY AT
A RESOLUTION OF THE SAN JUAN CAPISTRANO COMMUNITY
REDEVELOPMENT AGENCY, APPROVING THE LEASE OF
CERTAIN PROPERTY WITHIN THE SAN JUAN CAPISTRANO
CENTRAL REDEVELOPMENT PROJECT AREA TO TRAILS WEST
GALLERY AND APPROVING THE LEASE AGREEMENT
PERTAINING THERETO (ROBERT N. HIGGINS)
in three (3) public places in the City of San Juan Capistrano, to wit: City Hall; Old Fire
Station Recreation Complex; Orange County Public Library.
I declare under penalty of perjury that the foregoing is true and correct.
CHECK LIST
RES. NO. CRA ,3-1-1,?-2-
Chairman
1–I,?—Z
Chairman has signed
✓ Secretary has signed
'^ Agency Seal starnped
�- All blanks
"Absent'
"Noes"
"Abstain
Copies sent to
Legal Publication ordered to be published
(date)
No. Printed copies required _40__.
Remarks
Cheryl Johns , Agtbcy Secretary
San Juan Capistrano Community
Redevelopment Agency