Hardship Exemption Application

HARDSHIP EXEMPTION APPLICATION

Ie CI!YM'

_._._._ ...

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Council File No.:

ICO~r~a:

c6-- onz - 5" 2/ts-

e>

Interim Control Ordinance No.:

Additional

Interim C7inance

.._-

No.:

/1162:;Effective Date:

tlj- / lj-(fr

Applicant

--_._-_._-----_

Mailing Address

Zip Code:

0/00&'1-

/(127- 1f1/, fico Applicant's

Representative

C;jC.#/-IIV:£:v Representative's

Teephone:

1..-4'

2-0503

11/5)5

~

Mailing Address:

1-2'+ W! Ph

Zip Code:

i?

Property Address:

Lot Area (sq. ft.):

1!Jwv1!127- V, £/(p_ElvcA _

S/2C3

Legal Description:

Structure/Building

. ~

constructidn

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C2 -J lit -CDo

Existing Land Use Designation I Department): /

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?;{2eO':;~ V Col!ecrt'le.

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Current Use (Include size in square feet, height, etc~

,

Date:

;-;H'!-,st-C-oLry-(=lnciUde Permit ~\uml:l~~):

(From City Planning

bv;' / d I

Describ

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emf 21 C:;;' .512 l/2Qt L./9 reo

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902

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-----_._-_._--_. __ .._----_ ....• ------

-----.-------.-------.---.~

Note: A Master Land Use Application

Page 3 of5

is not required.

!

Describe Proposed Project and Use (Include size in square feet, height, etc.):

i

I -----.

-

.

----

-,_._"--_ .

-----

Why do you believe a hardship exists for which an exemption should be granted? (Attach a statement on a separate sheet if necessary. An economic analysis may also be submitted.)

Do you have any ownership interest in any other parcels within 300 feet of this property? ( )Yes (~ (If yes, submit a map showing the location and boundaries of the property for which an exemption is being requested, and the location of the other ownerships.)

ADDITI

AL INFORMATION FILING REQUIREMENTS

In addition to Staff.

is form, all below items should be included with the application, unless otherwise instructed by City

a.

Attach a map owing the location and boundaries of the prope requested. (May the same map as required in No.7)

b.

Attach a Plot Plan showi any amenities, etc.

c.

Attach an Elevation Plan, which in

d.

Attach Building Plans. If plans have be accepted by the Department of Building and Safety, list Plan Check No. and Submitta ate _

e.

Submit a Project History summary that includes expenditures, commitments, etc.

f.

Submit Photographs of the subject property and all surrou ing property - not over 8 Yo x 11 inches, but of adequate size to illustrate the condition and physical context 0 he property under discussion.

g.

Attach any additional

. g, balconies, driveways,

the building footprint, p

information

for which the exemption is being

tes and descriptions of meetings, negotiations,

as needed.

Note: A Master Land Use Application

Page 4 of5

is not req . ed.

THE FOREGOING INFORMATION IS TRUE AND CORRECT TO THE BEST OF MY KNOWLEDGE.

5~e:lf;riU('-
(,47::J:-£?

Record Owner) *

Date

*

Proof of ownership will be required at the time of application submittal. A recorded grant deed and/or City Clerk's ownership records printout are acceptable.

Note: A Master Land Use Application is not required.

Page 5 of5

MEDICAL MARIJUANA DISPENSARY BUSINESS INFORMATION FORM

Telephone Number

Business Name

PICO

Barr;

Street Address, Unit #

I

City, State, Zip

blvD

-=i-

LA

Telephone Number

Business Owner

o-fe#(l11 e l L 7iir Ih

Telephone Number

Business Operator/Manager

Fill out the information form above and attach the following documents.

0 a. City of Los Angeles Tax Registration Certificate 0 b. State Board of Equalization seller's permit 0 c. Property lease or documentation of ownership 0 d. Business insurance 0 e. Dispensary membership forms (blank)

o

f.

Los

y Health Department permit

ledge and under the penalty of perjury, that the information .. ana Dispensary Business Information Form is correct. I further certify that to the best of my knowledge and under the penalty of perjury, that attached documents are correct and true.

CITY OF LOS ANGELES Office of Finance

P.O. Box 53200 Los Angeles CA 90053-0200

STEFFANEE

RENEE LATIER

PICO & BARRINGTON

11727 W PIca LOS ANGELES,

COLLECTIVE

11727 W PICO BOULEVARD

BOULEVARD

LOS ANGELES,

CA 90064-1308

CA 90064-1308

CITY OF LOS ANGELES TAX REGISTRATION THIS CERTIFICATE

BUSINESS ACCOUNTNO.

FUND/CLASS

0002430427·0001·1

L044

STEFFANEE

CERTIFICATE

IS GOOD UNTIL SUSPENDED

OR CANCELLED TAX ISSUED:04f2212009 DESCRIPTION STARTED

aeian

Sales

04/16/2009

STATUS

Active

RENEE LATIE&i..Ci'''I

Pica & BARRINGTON 11727 W PICO BO'ULEVAI,O';:" LOS ANGELES, CA 9006'-1'306 11727 W PICO BOULEVARD

DIRECTOR

OF FINANCE

LOS ANGELES, CA 90064-1308

NOTIFY THE OFFICE OF FINA.NCE IN WRITING OF ANY CHANGE IN OWNERSHIP OR ADDRESS. Office of Finance P.O. Sox 53200 Los Aogeles CA 90053·0200 IMPORTANT - READ REVERSE SIDE

CITY OF LOS ANGELES Office of Finance P.O. Box 53200 Los Angeles CA 90053-0200

STEFFANEE

RENEE LATIER

PICO & BARRINGTON

COLLECTIVE

11727 W PI CO BOULEVARD

11727 W PICO BOULEVARD

LOS ANGELES,

LOS ANGELES, CA 90064-1308

CA 90064-1308

PERMIT MUST BE PROMINENTLY DISPLAYED

THIS PERMIT MUST BE POSTED AT PLACE OF BUSINESS

CITY OF LOS ANGELES TOBACCO THIS PERMIT

IS VALID FROM JANUARY

RETAILER'S

1, 2009 TO DECEMBER

PERMIT 31, 2009 ISSUED:

04/2212009

STARTED

ACCOUNT NO. 0002430427-0001-1

04/2212009

PERMIT MUST BE PRI)MINEI~TLY DISPLA YEO

2009 OFFICE OF THE CITY ATTORNEY

NOTIFY THE OFFICE OF FINANCE IN WRITING OF ANY CHANGE IN OWNERSHIP OR ADDRESS- Office of Finance P,O. Box 53200 Los Angeles CA 1"<0053·0200 IMPORTANT - READ REVERSE SIDE

DISPLAY ~ONSPICUOUSLY AT PLACE OF BUSINESS FOR W'''''H

ISSUED

CALIFORNIA STATE BOARD OF EQUALIZATION

SELLER'S PERMIT

ACCOUNTNUMBER

I

4/22/2009

SR

AS

l

101-227243

NOTICE TO PERMITTEE: You are required to obey all

P I CO BARR I NGTON COLLECT I VE STEFFANEE RENEE LATIER 11727 W PICO BLVD LOS ANGELES, CA 90064-1308

Federal and State laws that

regulate or control your business.

not

This permit

allow you

to

does

do

otherwise.

L

J

IS HEREBY AUTHORIZED PURSUANT TO SALES AND USE TAX LAW TO ENGAGE IN THE BUSINESS OF SELLING TANGIBLE PERSONAL PROPERTY AT THE ABOVE LOCATION. THIS PERMIT IS VALID ONLY AT THE ABOVE ADDRESS. THIS PERMIT IS VALID UNTIL REVOKED OR CANCELED AND IS NOT TRANSFERABLE. IF YOU SELL YOUR BUSINESS OR DROP OUT OF A PARTNERSHIP, NOTIFY US OR YOU COULD BE RESPONSIBLE FOR SALES AND USE TAXES OWED BY THE NEW OPERATOR OF THE BUSINESS.

Not valid at anyotheraddress

For general tax questions, please call our Information Center at 800-400-7115. For information on your rights, contact the Taxpayers' Rights Advocate Office at 888-324-2798 or 916-324-2798. BOE -442-R REV. 15 (2-06)

A MESSAGE TO OUR NEW PERMIT HOLDER As a seller, you have rights and responsibilities under the Sales and Use Tax Law. In order to assist you in your endeavor and to better understand the law, we offer the following sources of help: • Visiting our website at

www_boe.ca.gov

• Visiting a district office • Attending

a Basic Sales and Use Tax Law class offered at one of our district offices

•

Sending your questions in writing to anyone of our offices

•

Calling our toll-free Information Center at 800-400-7115

As a seller, you have the right to issue resale certificates for merchandise that you intend to resell. Conversely, you have the responsibility of not misusing resale certificates. While the sales tax is imposed upon the retailer, • You have the right to seek reimbursement •

of the tax from your customer

You are responsible for filing and paying your sales and use tax retums timely

•

You have the right to be treated in a fair and equitable manner by the employees of the Board

•

You are responsible for following the regulations set forth by the Board

As a seller, you are expected to maintain the normal books and records of a prudent businessperson. You are required to maintain these books and records for no less than four years, and make them available for inspection by a Board representative when requested. You are also expected to notify us if you are buying, selling, adding a location, or discontinuing your business, adding or dropping a partner, officer, or member, or when you are moving any or all of your business locations. If it becomes necessary to surrender this permit, you should only do so by mailing it to a Board office, or giving it to a Board representative. If you would like to know more about your rights as a taxpayer, or if you are unable to resolve an issue with the Board, please contact the Taxpayers' Rights Advocate Office for help by calling toll-free, 888-324-2798 or 916-324-2798. Their fax number is 916-323-3319.

Please post this permit at the address for which it was issued and at a location visible to your customers.

STATE BOARD OF EQUALIZATION Sales and Use Tax Department

MEDICAL MARIJUANA DISPENSARY BUSINESS INFORMATION FORM

Telephone Number

Business Name

PICO'

Barr;

Street Address, Unit #

I

City, State, Zip

6L\[D

-=t-

LA

Telephone Number

Business Owner

Uie#A-fJtt Telephone Number

Business Operator/Manager

&-

f.

Fill out the information form above and attach the following documents.

D a. City of Los Angeles Tax Registration Certificate D b. State Board of Equalization seller's permit D c. Property lease or documentation of ownership D d. Business insurance D e. Dispensary membership forms (blank) \

D f. Los Angeles Cou y Health Department permit if neede

ledge and under the penalty of perjury, that the information .. ana Dispensary Business Information Form is correct. I further certify that to the best of my knowledge and under the penalty of perjury, that attached documents are correct and true.

.~.

APR. 20. 2009

CHARLES DUNN

11: lOAM

••

I~O. J 21

P. 2

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION

STANDARD INDUSTRIAL/COMMERCIAL

SINGLE-TENANT LEASE - NET

(DO NOT USE THIS FORM FOR MULTI-TENANT BUILDINGS) .~.ismad {"Lessor"

_{"Premises"). (See also Paragraph 2 1.3 Term, years and ---.CL. months ("OriginalTerm") comm.noing DG ("Commencement Dam") and ending AP,a-t L tI. . ;Z P /1 ("Ilxpiration Date"). (See also Paragraph 3 1.4 Early Possession:

#41 I-I&-"

Nt4=:

"..

("Early Pos$l!.tsion Date"). (Sea also Patagraphs 3.2 and 3.3) 1.5 Base Rent, s :2 Of) p.rmonth ("S ••• R.nt"). p.yabl.onth e ....,Jl.!:I'!n1!-

-!loU.

duty 16/

of each month ccmrnenclnq ::-.,.,-

o If this box is checked, 1.6

2-

D" 0/

-:-:_.,-.,-.,-_-:--:--:_-:::-:--:-_-::-:--:-

there are provisions

Ba.eRe"',$

. /J14.dO-l (b) . (0) (d)

c· dal

' (See also paragraph ~

1nthis Lease for 1he Base Rent to be adjusted.

aaee Rem and Olh~r Moni" hid Upon Exeeuth'm; ra)

a

5:;J"lJd

6t ,?a

."..,

I

~~.

A1Id-y,!J,UtJ'1jrJ &.P"4" ~=I.I .... V7.LL

forth"period

1/ .,." $ ~SJSOO " __ AstOciatlon Fee$: $ Other:$ for

s<>curity Cepe.a,

"f-"__

(USoourity OeposW'). Fe. the pel'ieiJ

,

JtMJC

15, ;?l>a'i

_

(S ee also Pamgraph 5)

. (See als.",ragraph 6) 1:a- . Insuring' Real estate Brokers: (See also Paragraph 15) (a) Represcnt
and brok~rage relatio

o

r

1.9

CI

=_0"

represents

o

nts Lessor exclusively {"Les$or'$ Broker"}; Lessee exclusively

("leSSl!:ef$

Broker");

or

represents both Lessor and Lessee ("Dual Agency"). (b) Payment to Brokel'$. Upon executi C!elivetyof this Lease by both Parties, Lessor shall p~y to. ttle Broker1he tee agreed to in their separate ~rittan agreem ! there is no such agreement, th$ sum of Or __ % of the total Base Rent) for the brokerage services fe by the Brokers. igations ctme Lessee ul'lderihls Lease are to be guaranteed by _

..... ='-

("Gl,larantor").

1.11 Attachments. ~ an Addendum

CJ

consisting

of Paragraphs

it-

o o

a plat plan depicting the Premlsee; . a current set of the Rliles and Regulations; a Work letter;

o

oteer

2.

(See also Paragraph 37)

Attached hereto are the following, all of which constitute a pari of this Lease: thrOugh ~

;

(specify):

Premiseli'.

2.1 Letting. Lessor hereby reasee to Lessee. an~ Lessee hereby leases from Lessor, the Premises, for the term, at the rental. and upon an of the terms, covenants and conditions set forth in Ihls lease. Unless otherwise pltlvided hemin, any statement of size set

forth in' this Lease, or tha1 may h~

been used in calculating Rent, is an approximation which the Parties agree ls raasenable and any

payments' based thereon are not subject to revision whether

or not the actual sue is more or less. Note: Lessee

the actual ;1;in prior to executing thi$ Leese.

is

advised

to verify

2.2 Condition, Lessor shaii deliver' the Premises to Lessee broom clean and" free of debris on the Commencement Dale orthe Early Pceeeaelcn Date. whichever first occurs ("Start Date'"'), and. so long as the required service contracts deecdbed in ra91: h

Initia.!s

~2002 - American

PAGe 1 of 14 Il1dl!:t'~'trJ31 A!!~I Estate Association

nitiats

APR. 20. 2009

11: 50AM

CHARLES DUNN

NO. 321

.'

7.1(b)

below

are ob1aiMd

by

Les$ee and in effect Within thirty

days following

1he Start Oate, warrants

p

that the e-xisting electrioal

plumbing. tire ~prink1er. Ughting. heating, ventilating and atr' COnditioning systems ,"'HVAC"}, loading doors, sump pumps, if any, and 31 other such elements in the Premises, other than those oonstrUCled by Lessee, shan be in good operating condition on said date and ma tha structural elements of the roof, bearing walls and foundation of any bulldings on the Premises (tile "auitding',) shall be tree Q material defects. It a non-compliance with said warranty exists as of the Start Date, or if one of such systems or elements sbouk malfl,J~tion or w~hJn .the appropriate warranty pe~od. Le:ssor shall: as Lessor's sole obligation with respect to such matter, except at oiherwrse proVided In thIS Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and exten of such non-compliance. malftl,~ction or failure, rectify ~me at Lessor's expense. The warranty periods shall be as follOWS: (i) 6 rnontlu as to the HVAC systems, and (II) 30 days as to the remainIng systems and other elements of the Building. If Lessee does not give LeSSO the required notice within the 'appropriate warranty period, correction of any such non-compliance, malfunction or faHure shall be th obli~jon of Lessee at lessee's sole cost end expense,

!ail

2.3 Compliance. Lessor warrants- that the improvements on the Premises comply with the building cedes. applicable Ie.wti covenants or restrictions of record, regulations, and ordinances ("Applroable Requlrem~nts") that were in effect at the time that Gael improvement, or portion thereof. was constructed. Said warranty does not apply to the use to whIch Lessee will put the Premises moOtf\cations which ma.y be required by1hEt Americans with Oisablli1lss Act or any similar laws as a result of Lessee's use {see Paragrapl 50}, or to any Atterations or Utility Installatio!ls (as defined in Paragraph 7.3(3» made or to be made by teeeec. NOTE! Lessee i

responsible

for determining

whether or no1 the Appl1cable Requir(!mems, and especially the zoning. are appropriate

fo

Lessee's Intended use, and acknowledges that past uses of tM Premises may no tonger be allowed. If the Premises do nc comply with said warranty, Lessor shall, except as othSlWise provided; promptly after re<::eiptof written notice from Lessee setting fort with $pecincity the nature and extent of such non-compliance, rectify the same at Lessors e>+lense. If Lessee does not giva Lesec wrMen notice .of a non-compllence with this warranty within B months foflowlng the Start Date, correction of 1hat non-compnance she be the obligation of lessee at Lessee's sole cost and exPonse. If tM Applicable ReqUirements are bereefter chal'lged so as to requir during the term or this Lease the construction of an adcfltion to or an alteration of the Premises and/or BUilding, the remediation of an Hazerdcvs Substance, or the reinforeernent or other phy.sical modification C1f th~ Unit, Premises and/or Buifding ("CapiU Expenditure"). Lessor and Lessee shall allocate the cost of such work as follows: (a) Subiect to Paragraph 2.3(C} belOW, if such Capital Expenditures are requlred as a result of the epeclflc and unique us of the Premises by Lessee 'as compared W1'thUses by tenantsln general, Lessee shall be fullY responsible for the Cost thereof, prOVide( however Ihat if such Capital Expfi'!l'1diture is requited dUling the fast 2: years of this Lease 300 the cost t!1el'eof exceeds 6 months' Bas Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee. in Writing, within 10 days after receipt of Lessee' termination notice that Lessor has elected to pay the difference between the actual cost thereof and an amount equal to 6 months' Bas Rem. If Lessee elects termination, Lessee shan immediately-"cease the use of the Premises which requires such capital Expenditur and deliver to Lessor written notice specifying a termination date at least 90 days fbereefter, Suoh termination date shall, however, i no event be earlier 1han the 1~s1day that Lessee could !egany utirlZ¢ the Premises without commencing such Capital ExpenditUre. (b) If such Capital Expenditure is not the ~su1t of the speeifie endunleue use of the Premises by Lessee (such a! governmentally mandated seismic modifIcations}, then Lessor and Lessee shall allocate the obligation to pay for such costs pursuant t the provisions of Paragraph 7.1 (d); provided. however, that if such Capita! Expenditure is require.d during the last 2 years of this leas or if Lessor reasonably determines that it is not eeonomicaily feasible to pay its share thereof, lessor shall have the option to terminal this Lease upon 90 days priQr written notice to Lessee unless Lessee notifies Lessor. in writing. within 10 days after receipt of Lesser termination notice that lessee will pay for such Caplta1 Expenditure. tf l..oo$(lt does not elect to. terminate, and fails to tender it$ share I any such Capital Expenditure, Lessee m.ay adva,nce such funds and deduct same, with Interest, from Rant untll Lessor's share of sue costs have been fully paid. If Lessee is unable to finance LesSOl"s share, or if the balance of the Rent due and payable for the remeiner of this lease is not Sufficient to fully reimburse lessee on an offset basis, Lessee snail have the right to termihate this Lease upon ~ days written notice to lessor. . (c) Notw"'rth$f;;\nding the above, the provisions concerning Capital Expenditures are Intended to apply only to non-vojunter unexpeCted, and new Applicable Requi(fUo~ntS. If the Capital Expenditures are instead triggered by Lessee as: a result of an actual I proposed change in use, change In intensity of use, or modification to the Premises then, and., in that event. Lessee shall either: ! immedia.tely cease suoh changl1!d use or intensity of use andlor take sueh other steps as may be necessary to eliminat$ the require mel for such Capital ExPenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not, however, have any right' terminate

this Lease.

'

2.4 AcknoWledgemwts. Lessee acknowledges fuat: (a) it has beeT"!.ad\lis~(i by Lessor andlor StokerS to satisfy itself Wf respect to the condition' of 1he Premises (including but not limited· to the electrical. IWAC and fire spril;lkler systems • eecurlt environmental aspects, and eemenanee with Applicable Requirements and the Americans with Disabilities Act), and their suitability f, Lessee's intended use, (b) Lessee has made such investigation as it deems necessary with reference to such matters and assumes; responsibility therefor as the same relate to its eccupancy of the Premises, and (e) neither Lessor, lessor's agents. nor Brokers ha' made any oral or wntten representations cr warranties with respect to said matters other than as set forth jn this Lease. In additlc Lesser aoknowledges ~nat; (i) Stokers have made no representations, promises or warranties ccncemlng teesee's ability 10 honor tt Lease or suitability to occupy the Premises, and (il) it is Lessors sole responsibility to investigate the financial capability and/or sultabili of all proposed tenants. 2.5 t.eeeee as PriQt OwneriOccup"nt. The warranties made by Lessor in Pamgl'Bph 2 shall be of no force or effect immediately prior to the' Start Date Lessee was the owner or occupant of the Premises. rn such event. Lessee shall be responsjbte f any necessary corrective work. 3. Term. 3.1 Term. The Commencement Date. Expiration Date and Original Term of thi$ Lease are as specified in Paragraph 1.3. 3.2. Early f'os$t!:$$ion. if Lessee totally or partially occuplee the Pramlses prior to the Commencement Date. the obligation pay Base- Rent shall be abated ,for the period of SlIch early possession, All other terms of this Lease (including but not limited to r obligations to pay Real Property Taxes and insurance premiums and to maintain the Premise:s) $hall, however, be In effect during su period. Any such early possession shan not affect the Expiration Date. 3.3 Delay 11"1 Pessesslcn. Lessor agrees to use Its best ccmmerelally reasonable efforts jc delive~ possession of the Prerrns to lessee by the Commencement Date. If, despite said efforts, Lessor Is unable to dellwr pcssesslon by such date, lessor shall not subject to any liability therefor, nor shall such failure affect1he validItY of this Lease. lessee shan flat, however, be obligated to pay Rf or perform its other obligations until Lessor delivers possesston of the Premises and any period of rent abatement that Lessee WOI otherwise. have enjoyed shalll'Un from the date of delivery of poseeestcn and continue for a period equal to what Lessee would otherW'· have enjoyed oneerme terms hereof. but mlnus any days of delay ..caus~ by ,the acts o~ orryissi~~ Of ~~see. It ccesessicn Is ! d~1ivered within 60 days after the ccmmeneement O~ta, Lessee m~. at its cpncn, by nonce 1M writmg within 10 days after the end such 60 day petiod, cancel this in whioh event the Parties shalr ee dist:liarged from all obligations hereunder. If such writ! notice is not received bY Le$SQt within said 10 day period, teesee's right to cancel shall terminate. If possession of the Premises is ! delivered within 120 d!1Ysefter the Commencement Date. this Lease shall terminate unless other agreements are reached betwe lessor and Lessee. in writing. 3.4 Lessee Compliance, tsesor shall not be required to deliver possesercn 'of the Prerrases to Lessee until Lessee compl with its obligation to prQVide evtdeoce of insurance (Paragraph a.5). Pending delivery of such evidence, Lessee shall be required perform all of lW o"bl1g~tions under this Lease nom and after the Start bete, includinG! the: p~ment of Rent:, notwHhstandil'\9 Leser etecuon to withhold possession pending receipt of such evidence of Insurance, Further, if Lessee is required to pertcrrn any ott condruons Prior to or ccneurrant with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until $t conditions are satisfied.

Lease.

Inltial$

i"AGE2.off4

APR,20

4,

2009 115IAII!

NO, 321

CHARLES DUNN

p, 4

Rent.

4.1. Rent DeflrU!d. All monetary are deemed to be rent rRent").

obllga11ons of Lessee to Leeser under the terms of this lease (except for the Security Deposit;

'

4.2 Payment. Lessee shall cause payment of Berrt to be received by Lessor in lawful money of the United States on or before the day on which it is due, without offset or deduction (exceot.es specifically permitted in this Lease). Rent for any period dvring thl:! term hereof which is for less than one fun calendar month shall be prorated based upon the actual number of days of said month Payment of Rent shall be made to Lessor at its address stated here:in or to such other persons or place as Lessor may from time to time desIgnate in writing. Acceptance of a payment which is less than the amount then due shaH not be a waiver of Lessors rights to thc, balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrumen of payment given by lessee to Lessor is dishonored for. any reason, lessee agrees to pay to Lessor the sum of $2$ in addition 10 Late Charge and Lessor, at its option, may require all'future payments to be made by Lessee to be by casnrers I;heck;, payments wi be applied firs! to accrued late charges ''and altomey's fees, second to accrued interest, then to aese Rent and Opetating E)(pens~ Increase. and any remaining amount to any other outstanding charg¢s 01'CQs1s. '

aOl

assoclenen

or condominium

e same time and in the same

fees le-vieO or as

5. Security'Depl)$it. Lessee shall deposit with Lessor upon execution 'hereof the Security Deposit ee security for Lessee's faithfu performance of its obJigations under this Lease. If Lessee falls'to pay Rent, or other'Wise Defaults under this Lease. Lessor may use apply or retain all or any portion said Security De:poojt;for the payment of any amount due lessor or to reimburse Or compensate Lessor for any liability, expansE!', loss or damage which Lessor may suffer or Incur by reason thereot If Lessor uses or applies all or an~ portion of the Security Deposit, Lessee shall 'Yithin 10 days after Written request therefor deposit monies with Lessor sufficient 10 restore said Securtty aencsittc thE} full amount r9quir~d by this Least'). If the sese ftent increases during the term of this Lease, Lessee shall upon written request from lessor, deposit addilional moneys wJtl1 Lessor so that the total amount of the Security Deposit shall at all tlmes bear the same proportIon to the increased,BasQ Rent as the initial Security Deposit bore to the Initial Base Rent. Should the Agreec Use be amended to accommodate a metedal change in the business of Lessee ,or to accommodate a sublessee or assignee, Leeser shall heve-the right 10 tocreeee the Seeunly Dep~t to the extent necessary. in ~ssor's reasonable)udgment, t? a.cc."unt for an~ increased wear and tear that the Premises may sUffer as a result thereof. If a change m control Of Lessee ccceos dunf'l9 thIS Lease anc following such change the financial condition 01 Lessee is, in Lessol"'$ reascnabte judgment, signmcantly reduced, LeS$Eleshall deoosa such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a eommerclNly reaecnatne t~el eaeee on such change in financial condItlon. Lessor shall not be required to koop the Security Deposit seperate from its general accounts. WithIn 14 days after the expiration or te'rminauon of this Lease. if Lessor elects to apply the Security Deposit only to unpa.id Rent. ano otherwise within 30 days after the Premises have been vacated pursuant to Paragraph 7.4{¢} below, Lessor shall return that portion 01 the Security Deposit not used or applied by Lessor. No pert of the Security Deposit shan be considered to be held in trust, to bear interesj or to be prepayment-for any monies to be paid by Lessee under this Lease, .

or

6.

Use.

'

6.1 Use. Lessee shan use and occupy the Premises only fer the Agreed Use, or any other legal use ymich Is reeecnabjy comparable thereto, and for no other purpose. lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage-, waste or a nuisance, or that disturbs occupants of or causes damage to nelgtlboring premises or properties, Lesser shan not unreasonably withhold or delay Its consent ~oany written request for a moarficatlon of the Agreed Use, so long as the same Will not impair the snucueal, integrity of the improvements on the Premises or 'the mechanical or electrical systems therein, andlor Is n01 'significantly more- burdensome-to -the Premises. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, w/:lioh notice shall include- en explanation Of Lessor's objections to the change In the Agreed Use, 6.2 HazardOU$Substances. (a) Reportable USb$ R$quire Consont. The term "Hazardous Sub~"ce'~ as used irl this Lease: shall mean any ptcduct, substance. or waste whose presence, use, manufacture. disposal. transportation, 'or release, either by it$elf or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public heallh, safety Of welfare, the environment 'Orthe Premises, (Ii) regulated 01'monitored by any governmental authority, or (iiij a besjs for potential liability of Lessor 10 any governmental agency or thirt'.l party under any applicable statute O( common 'Iaw theory. Hazardous Substances shall inolude. but not be limited to, hyorocarbons, petroleum, gasoline, andlor crude on or any products, by·products or fractions thereof. Lessee shall not engage in any actiVity in or on the Premlses whioh ccnstltctes a Reportable Use of Hazardous Substanc¢s without the exprGSSprior written consent of lessor ~nd timely f;Ompliance- (at Lessee's expense) with all APplicable- Requirements. "Reporta,ble Use" shall mean (I) the installation or use of any above or below ground storage tank, (ii) the generation, pcsseeetcn, storage, use, transportation. o-r dlsposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be fiI~d with. any. governmental authority, andzcr (ii~ the presence at the Premises of a Hazardous Subetence with respect 10 which any Applicable RQq~,lIrements requl.res that a notice be given to persons tl:ntenng or occupying the Premises Or neighboriog prepernea. Notwithstanding the t,oregolng, Lessee may use any ordinary and customary materlels reasonably required to be used ih the normal course of the Agreed US$, ordinary office supplies (copier toner, lIt1uid paper. glue, etc.) and common household cleaning materials, so long as such usa is In compliance with all Applicable Requirements, is not a Reportable Use, and does not expose toe Premises Or neighbori,?~ pr~erty to ;!!ny meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condltron Its consent to any Reportable Use upon receiving such additional assurances as lessor reasonably deems necessary to ~roteot itself, the publi7, the Premises and/or the environment against damage, contamination. injuty and/ot !lability, Including, but not limned to. the inslallabon (and removal 011or before Lease expiration or termination) of protective modifications (such as concrete encasements) andlor increasing the Security Deposit. , {b} DUty to Inform Lessor. tf Lessee knows, or has reasonable cause to believe, that a Hazardous Substance has come to be located in. on, under O( a~out the Pre~ises. o!t'!erlhan as previously consented to by LeSSQr,Lessee shall immediately give written notice (If such faot to Lesser; and providta Lessor with a copy of any report, notice, claim or other documentation which it has conceming the presence of Such Hazardous Substance. (0) lessee Remedionion. Lessee shaH not cause or penplt any Hezarccus Substance to be spftled or released il'l, on. under, or about the: Premises {including thro,ugh the plumbing or sanitary sewer system} and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take. all investigatory and/or remedial actton reasonably recommended, whether or-net formally ordered or required, for the cleanup of any COmaml,l'lation' of. and tor-the maintenance. security and/or monitoring of the Premises or neighboring properties, that was caused or materially contributed to by Lessee, or pertaining to or involving any Hazardous Substance, b((lughl onto the Premises during the term of this LeaSG'.by or for Lessee. Q( an5' third party. (d) Lessee Indemnification. Lessee s"all indemnify, defend and hold lessor,lts agents. employees. lendel'$ and grounc;l lessor; if any, narmtees from ancr against any and aU loss of rents and/or damages, liabilitles, judgments, claims, expenses, penalties, and attorneys' ano consultants' jeee arising out of or involving any Hazardous Substance brought onto tile Premises by or for Lessee, or any third pa~ (provided, however; that lessee shall have no liability under this lease wlth respect to underground migration of any Hazardous Substance under the Pmmises from adlecent properties not caused or ccntnbuted to by Lessee), Lessee's obligations .shalf jOc1ude, but not be limited to, the effects of any contamination !)r il'ljuty to person. property or t/:l~ ~I'!vironment created Or suffered by Lessee, anu the cost of investigation, removal. remediation ..restoration aneVer abatement, and shan survive the expiraUon Or termination of t!'li$ Lease. No termination, oanceliation or release agreement er.tered intI) by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect, to Uazardous Substaltcl!\$, umess s~ifically $0 8gn:'!ed by L\"$SQl' in writing at the time of !Such agreement. ,(e) leSS'M 'nde:mnirteation. Lessor and 113euceessora Md assigns shall indemnify, defend, reimburse and hold Lessee, Its employees and lenders, ha,rn,less from and against any and all environmental damages, includin9 the cost of remediation, wh!

PAGE 3

of

14

APt 20. 2009 11:52AM

CHARLES

DUNN

NO.

321

P. 5

resu~t from H~rdous.Sub.stance$ wnlch existed on the Premises prior to Lessee's occupancy (If which are caused by the groi negh~nce or willful rnlsccnduct of Lessor, its agents or employees, Lessors obligations, as and when required by the Appllcat ReqUlremeht.">, shall include. but not be limited to, the cost of investigation, removal, remediation, restoration and/Qr abatement. and sh survive the e;wiratfon

or termination

of this Lease.

(f) Investlgations

and Remediations, Lessor shall retain the responsibility and pay for any investigations or rernediati, measures reqUired by govemmentaf entities having jurisdiction with respect to lhe existence of Hazardous Substances on the Premls plior 10 Lessee's occupancy, unless such remeciiation measure is required as a result of Lessee's use Qneludtng "Alterations", as defi". in paragraph 7.3(a)" below} (lr the Premises, in which event Lessee shall be responsible for such payment Lessee sha11cooperate fu in any such activities at the request of Lessor, inoludlng-allowing Lessor and Lessors agents to have reasonable access to the Premla at reasonable times in order to carry out Lessor's Investigative and remedial responsibilities. (g) Lessoi'Termlnatior'l Option. It a Hazardous Substance Condition (see Paragraph 9.1 (e)) occurs during the term of tl Lease, unless Lessee is legally responsible therefor (in which case Lessee shalf make ma investigation and remediation thereof requir by the Applicable Requirements and this Lease Shall continue in full force and effect, but subject to Lessors rlghts under Paragra 6.2(d) and Paragraph 13), L(I:)Sor may, at Lessor's option, either (i) investigate and remedtate such Hazardous Substance Condition required, as soon as reasonably poosible at Lessor's expense, in which event thIs Lease shall continue In tull furce and effect, or {Ii the estimated COSt to. remeOl?te such condlricn exceeds 12 times the then monthly aase Bent or $100.000, whIchever Is greater, 9 written nO\iw to Lessee, ,within 30 daYt> after recelpt by Lessor of knowledge of me occurrence of such Hazardous Substance Condith of Lessor's desire to terminate this- Lease as of the date 60 days foltowing the dale of sue" notice. In the event Lessor elects to givl termination netce.Lessee rna.;', within 10 days thereafter, give written notice to lessor of Lessee's commitment to pay the amount whIch "the cost of the'remediation of such Hazardous Substance: Condition exceeds an amount equal to 12 times the then monthly B" Rent or $100,006, whl<:hever is greater. Lessee shall provide Lessor with said fl.lnds or satisfactory assurance tbereot within SO d:c following such commitment. In such event, this Lease shall continua in full foree and effect, and lessor shall proceed to make S~ remediation as soon as reasonably possible after the reqUired funds are available. tf Lessee does not give such notice and provide' required ttll'u:is or assurance thereof within the tirna provided. this. Lease shall terminate as of tne date specified in Lessor's notlcs termination. 6.3 Lessee's Complianoe with Applieabfe Re.quiremenb. Except as otherwise prOvided in this Lease, Lessee shall, Lessee's sole expense, fully, dUfgentJy and In a timely manner, ma.terially comply with all Applicable Bequlrementa, the requirement~ any .applicable fire insurance underNrtter or rating bureau, and the recomrnendaticne of Lessor's engineers and/Ot ecneultents wh relate in aoy manner to toe such Requirements, will'Iollt regard to whether such Requirements are now in effect or become effeetive a the Start Date. Lessee Shalt, withln.1 0 days after receipt of Lessor"s wrttten request, provide Lessor Wllh copies of all permits and ot documents, and other Information e:{!dencing Lessee's compliance wlth any Applicable Requirements speclfied by Lesser, and sl immediately upon receipt, nolify Lessor in writing (wfth copies of·any documents involved) of any threatened or actual Claim, not citation, warnin·g. ccmpleint or report pertaining to or involving the failure of Lessee or the Premises to comply with any Applioa

Requirements. . 6.4 Inspection;

cempuence. Lessor and Lesser's "Lender' (as defined in Paragraph 30) and ccnsunaets shall have the r to enter into Premises at any time, ln the case ot an emergencY, and otherwise at reasonable times after reasonable notice. tor purpose of il'lspecting the condition of the Premises and for verifying compliance by Lessee with this tease. The cost of any e inspections shall be paid by lessor. unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see paragr: 9.1) is found to exist or he imminent, or the inspection is requested or ordered by a governmental aUthority. In such case. Lessee 15 upon request reimburse teescr for the cost of such inspection, so 101'19as such inspet:tl'on is reasonably related to the violatior contaminatiOn. In addition, Lessee shan provide copies of all relevant material $8.fety dala sheets {MSDS) to Lessor within 10 day. the receipt of a wrjnen request therefor. 7.

Malntenanc;ei

Repairsj

trolity

Inm.llations;Tr.lck

Fixtures

and A!terations,

7.1 lessee's Obligations. (a) In General, Subject to U'la provisions .of Paragraph 2.2 (Condition), 2.3 {Compliance}, 6.3 (Lessee's Compliance ' Applicable R~qu"jrl;trnents), 7.2 (Lessor's Obligations), 9 (Damage or Destruction). and 14 (Condemnatism). Lessee shall, at Less sole expense. keep the Premises, Utility Installations. (intended for Lessee's exclusive use, no matter where located), and Alteratior: good otder. condition and repair (whether or notthe porUon of the Premises requiring repairs, or the means of repairing the same, reasonably 01' readily accfJS$ible to snd whether or not tl1e need for such repairs occurs as a result of lessee's use, any t use, the elements Qr the age of such portion of the Premises), mcluding, but not limited to, all equTpment orfaciflties~ such as pjumt . HVAC equipment, electncel, lighting facilities, boilers. pressure vessels, fire protection sys1em, fixtures, walls (interior and meter foundations, ceilings. roofs, roof drainage sySWtnS, floors, windows, doors, plate glass, Skylights, landscapIng. driVeways, parking fences. r(rtalning walls, si9nS, sidewalks and parkways located in, on, or adjacent to the Premises. Lessee, in keeping the Premise good order. condition and repair, shall exercise end perform good maintenance practices, specifically including the procurement maintenance of 1he eervrce contracts required by Paragraph 7.1 (b) below. Lessee's obligations shall include restorations, replecerrt or ren~als when naeessary to keep the Premises and all improvemeTltS thereon or a part ttu~reof in good order, condition and sta: repair. Les-see shall, durIng the term of this Lease, keep the exterior appearance of the Building in a firm-class comfrtion (mcluding, gra~iti removal) consistent with the exterior appearance of other similar faCilities Of comparable age and siz.e in the vicinity, inctu:

teesee,

when necessary; the exterior repaintlhg of the Building. (b) Service Contr.u;ts. Lessee shall, at Lessee's sole I?:!Xpense.procure and maintain contracts, with copies to Les$( customary form and substance for, and with contractors specialiZing and exoerlenesc in the maintenance of the following eqelprnera improvem~nts. if any, If and when installed on the Premises: (i) HVAC equipmen~'(il) boiler, and pressure vessels, (Iii) fire extin9ui~ systems, including fire alarm and/or smoke detection. {iV} landscaping and irrigatiOn systems, (v) roof covering and drains, (vi) clar {vii) baslc utility feed to the perimeter of 1hf;?Building. and (vi") any other equipment, if reasonably required by Lessor. However, L~ reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and if Lessor so elects, Le shalt reimburse Lessor, upon demar1Cl, for the cost thQmof. (e) Failure to P~rfonn. If Lessee fails 10 perform Lessee's obligairol'l$ under this Paragraph 7.1, Lessor may enter the Pr~mjses

after 10 days' prior written nonce to Lessee

(excGpt in the ease of an emergency, in which case no notice shall be requ

perform such obligations on Lessee's behalf, andput to Lessor a sum equal-to 115% of the CO$t thereof.

the Premtees in good order, condition and repair, and Lessee shall prompt!: . to) Replacement. Subject to Lessee's Indemnification (If Lessor as set forth In Paragraph 8.7 below, and wltticut reli Lessee 01 liability resultlng from Lessee's failure to exercise and perform good maintenance practices, if an item oescrtoed in Para! 7.1(b) cannot be repaired other than at a cost which is in excess of 50% of th~ cost of replaCing such item, then such item sh repla~d by Lessor, and tho cost thereof shall be prorated between the Parties and Lessee shall only be obligated to pay, each r during the remainder of the term of this Lease, on tne oete on which Base Aent is due, an amount equal to the product of multil the CQSt of such replacement by a fractibn, the numerator of.wllich is one, and the denominator of which is 144 (re. 1/14Ath of th(

per month), accountants.

lessee ~h311pay interest on the unamortized Lessee may, however. prepay its obligatiOri

balance at a rate that is commercially at any time.

reasonable

in the judgment

of te

7.2 Lessor'$- Oblig.;tUons. Subject to the prcvlsiens of Paragraphs 2.2 (Condition), 2.3 (Compliance). 9 (Dama~ Dostruction) and 14 (Condemnation), it is intended by the Parties hereto that Lessor have no Obliga.tion, in any manner WhatsoB'l repalr and maintain the PremiSes, or she $~ulpmont therein. all of which ob1fgations are intended to be that of the Lessee. It intention of the- Parties that. the 'arms of !his Lease govern the respective obligations of th$ Parties as to maintenance and repair Premises, and they expressly waive the benefit 01 any statute now or bereatter in effeet to the extent it is inconslstent with the ter this Lease.

.

Initials .rilr.:'l'In,. _ Arn""nf"ftrt 1"''''lId~I~' A ...;:of F~:;rt~ A:t:$oelatfon

PAGE 4

or

14 FORMSl'N·

CHARLES DUNN

APR. 20. 2009 II: 53AM

7.3

NO. 32 i

P 6

Utility InstallatiQns; i'rade Flxtures; Atterations. (a) OefipitiQ~$.

The term "Utility

Installations"

reters to all floor and windQW' coverings.

air and/or

vacuum lines, power

panels, electrical distl'ibution, seourily and fire protection syste-ms, ccmmunlcaucn cabling,l1ghting fixtures, HVAC equipment. plumbing, and fencing in or on the Premlses. The term "Trade Fixtures" shall mean Lessee's machinery an<,1equlpment that can be removed wi.thout dOing material damage to the Premises. The term "AHerations" shall mean any modification of the improvements, other than Utility Installations or Trade -Fixtures, whe1hor by addition or deletion. "Lessee Owned Alterations and/or Utility Installations" deffflBd as Alteratlons and/or Utility InstaUations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4{a).

are

(I» Consent. Lessee shall not make any Alterations or· Utility Installation!; to the Premlsee without teeeere priOt written Lessee may. however, make non-structural Utitity jnstallanons to the interior of the Premises {excluding the roof) without SUch consent but upon notice- to Lessor. as long as they are not vislbfe from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electricet, plumbing. HVAC. ancf/or life safety systems, and the cumulative cost 'hereof during this Lease as extended does not exceed a sum equal to 3 morntre Base Rent in the aggregate or a sum equal 10 one month's Base Rent· it') anyone year. Notwithstanding the foregoing, lessee shall not make or permit any roof penetrations andlor instal! anything on the roof without the prior written approval of Lessor. Lessor may, as a precondition to granting such approval. reqelre Lessee to utilize a contractor chosen and/or approved by Leeser. Arry Alterations or Utility Installations that Lessee shall desire to- make and whion require the consent of the Lessor shall be presented to Lessor in written form with datailed plans. Consent shall be. deemed conditioned upon Lessee's: (i) acqUiring all appltcable governmental permits, (li) furnishing Lessor with copies ct both the. permits and the plans and epeomcencns prior to commencement of the work, and (iii). compliance with all conditions of said permits and other Appflcabte Requirements In a prompt and expeditious manner. Arry Alterations or Util!ty Installations shall b~ performed il'l a workmanlike manner with gOOd and suffic:j:ent materials. Lessee shall promptly upon completion f1.lm!$h Lesser with as-built plans and speclfica.tions. FQr work which costs an amount in excess of OIlG month's esse Flol'It. LeSSQr may conoition Its consent upon Lessee ·providing a lien and completion bond in an amount equal to 150o/t. of the estimated cost of such Alteration or Utility Installation and'or upon Lessee's posting an additional Security Deposit with Lessor,

consent.

(0) Liens,

Bonds.

Lessee shall

pay,

when

due,

all claims for tabor or materiels jumlehed

or elieqed to beve been furnished

to or for Lessee at Of for USe on the Premises, which claims are or may be secured by any rnecbanlc's or materialmen's lien against the Premises or any interest therein, La-sses $haligive- Lessor not less than 10 days notice prior to the commencement of any work ln on or aboUt the Premises, and Lessor shall have the tight to post noucee of non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then LeS$~ shal!, at its sole expense defend and protec:t itself, Lessor and the Premises against the same and $hall pay and satisfy any such adverse judgment that may be rendered thereon be-fore th& entereement thereof. If Lessor shall require, Lessee ebsll furnish a surety bond in an amount equal to 150% of the amount of such contested lien, claim or demand. indemnifying Lessor against liability for the same. If Lessor elects to participate in any such action, Lessee shall pay Lessor's attorneys' fees

and costs. 7.4

Ownership, Removal, Sbtl'ender; and RP.$"toration. (a) OwneT$hip, Subject to Lessor's rfght to require removal or elect ownership Utility Installations made by Lessee shalt be the property of lessee, but considered a part elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations rnstructed per paragraph 7.4(b) hereof. all Lessee OWned Altel'ations and Utility Installations Lease. become

the property

of Lessor and be surrendered

as hereinafter provided, all Alterations and of the Premtses. LQ$$Qr may, at any tlme, and Utility Installations. Unless otherwise shall, at the expira1l0n or termination of this

·by Lessee with the Premtses.

. (b) Removal. ey·delive:ry to Lessee of written notice from lessor not eanler than 90 and not later than 30 da% prior to the end of the term of thit; Lease, lessor may requir,e that any or efl Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor maY require 'me removal at any time of aU or any part of any Lessee Owned Alterations or Utility Installations made without the required consent. . (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or a.ny earlier tereaeenen date, with all of the improvements, parts and suriaces thereof broom dean and free of debris, and 1" good operating order, condition and state of repair, ordinary wear and tear excepted. "Or(linary wear and tear' sball not Include any damage or deterioration that would have been prevented by good rnalmenance prectce. NotwithstandIng the fotegoing. if this Lease is lot 12 months or less, then Lessee shall' surrender the Premteee in the same condition as dsHvsred to. Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repa!,-soy damage oeeaelcned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alteratiol'ls and/or Utility Installations, furnishings; and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall completely remove from fhe Premises any end all HaZardou~ Substances brought onto the Premises by or fo, Lessee, or any thii'd party (except Hazardous Substances which were deposiWd via underground migration from areas outside of the Premises, or if applicable, the Project) even if such removal wotlld require lessee to perform or pay for work that exceeds statutory requirements. Trade Fixtures shalt remain the property of Lessee and shall be removed by lessee. Any personal property of lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have bean abandoned by Lessee and may be disposed of Or retained by lessor as Lessor may desire. The failure by Lessee to tiMely vacate the Premlses pursuant to this Paragraph 7A(¢) without the express written consent of Lessor shall constitute a holdover under me provisions of Paragraph 26 below. 8. Ins.urancei Indemnlty. 8.1 Payment For In$Urance. Lessee shan pay for all insurance required under Paragraph a except to the extent of the cost a.ttributable to liability inecrence c2\rried by Lessor under Paragraph B.2(b) in excess of $2,000,000 per OCCUrrence. Premiums for policy periods commencing prior to or ext:endlng beyond the Lease term shall be prorated to correspond to the Lease term. Payment shall be made by Lessee .to Lessor' within 10 days following receipt of an invoice. 82

1...i3bilityjnsurance,

(a) Cartied by lessee, Lessee shall obtain and keep in foroe do Commercial General Uabllity policy or insurance prQtectin9 Lessee and Lesser as an additiohal insured against claims rot bodily injUry. personal injury and property damage based upon or arising out of the ownership, use, occupancy Or maetenenee of th~Premises and aU areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit ooverage in an amount not less than $1 ,000,000 per cccurrenee wrtM an anntlal aggregate of not less than $2,000,000, an "Additional Insured-Managers or Lessors of Premises Endorsemenf' and contain the uAmel'ldmerrt of the PollutIon Exclusion Endorsement" for damag$ caused by heat, smoke or fumes from a hostile firs. The policy shall not contain any intrainsured exclusions as between iO$ured persons or organl4atlonS, but shall include coverage for lJability assumed under this LeaSE! as: an "insured contract" for the performance or Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, umlt the liabllity of Lessee nor relieve Lessee of any obligation hereunder. AU insurance carried by lessee shall be primary to and not contributory with any similar insurance earned by Lessor, whose insurance shall be considered excess tnsuraoce only. (b) C~l'tied by Lessee, Lessor shan maintain Iia.bility insurance as de$cribed in Pamgraph 8.2(a), in addition to, and not In lieu of. the Insurance required to be maintained by Lessee, Lessee shat! not be named as an additional insured therein. 8.3

Property

Insurance

M

·Building,

Improvements

and' Rental Value.

and Improvements. The insuring Perty shal! obtain a.nd keep in force a policy or policie,s: in the name of Lessor, with less payable to.Leeser, .any ground-!eswr, and to any Lender insuring jess or damage to the Premises. The amount of such insurance ehau-be equal to the full replacement cost of the Premises. as the same shalt exist from time to time, or the amount required by any lender, but in no event more than the commercially reasonable and availabie fnaurabte varus thereof. If Lessor is the Insuring Party, however. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property $hal! be insured by Lessee under p.a.ragr3ph 8.4 rather than by Lessor. If the coverage is availabJ~ and commercially appro~rlate, such policy or policies shall insore: agwnst all rl$k$ of direct P,hysi~lloS$ or damage {excSlpt the perils of flood anc:ffOt earthquake uniess required by a Lender), inclUding coverage for debris remt;r~al and the enforcement of any Applicable Requirements -requiring the upgrading. demolition, reconstruction or replacement Of any portion of the Premises as the result of a covered loss. Said policy or policies shan also contain (a) Building

'"HI.I,

.

·PAGE S 0' ,4

~

APR. 20. 2009

II 54AM

CHARLES DUNN

NO. 321

p

~n agreed valuation pr~ision in lieu of any ccjneeranee clause. waiver of subrogation, and lnnation guard protection causing an increa.: the annual property Insurance covera.ge amount by a: factor of not less than the adjusted U.S. Department of Labor Coosl)mer POI Index: for All Urbaf! Consumers for the city nearest to where the Premisoo are located. If such insurance coverage has a deductit clause, the deductible amount shall not exceed $1,000 per occurrence, and Le$$~e shan be liable: for such deductible amount in tl event of en Insured LO$s.

In

(b) Rental

Value.

The Insuring .Party shall obtain and keep In force a policy or p¢licie$ in the name of Lessor with to

payable to Lessor and any Lender, insuring the loss of the full Rent for one year with an extended period of indemnity for an additior 180 days ("Rental Value lnSUJancen)., Sai~ insurance shall contain an agreed valuation provision in lieu of any coinsurance clause, a the amount of coverage shan· be adjusted annually to reflect the ·projected Rent otherwise payable- by Lessee. for the next: 12 mer period, Lessee shall be liable' for any deductible amount in the event of such loss. (0)· Adjacent Ptemises. If the Premises are part of a larger building, or of a group of buildings owned by Lessor which e adjacent to the Premises, the Lessee shall pay for any increase in the premiums for the property insurance of such building or bulldin if said increase is caused by Lessee's acts, oretsetcne, use or occupancy of the Premises. '

SA

Lessee's

P«,perty;

Sm~iness

Interruption

Insurance.

(a} Property Damage, Lessee Shall obtain and maintain insurance coverage on all of Lessee's personal property, Tra Pbtures, and Lessee OWned Alterations and- Utility Installations. Such insurance shall be full replacement cost coverage with deductible Qf not to exceed $1,000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacerru of personal property, Trade Pbtures and Lessee Owned Alterations and Utility Installations. Lessee shall provide lessor with writt evidence that such insurance is in force. (b) Business Interruption. Lessee shall obtain and maintain loss of income and ex1ra expense insurance in amounts Will reimburse Lessee for direct O( indirect loss of earnings attributable to aU perils commonly nsoee against by prudent lessees in 1 business of Lessee or attributable to prevennon of access, to the Premfses as a result of such perils, (0) No Representation of Adequate Coverage. Lessor makes no representation that the ,limits or forms of coverage insurance specified. herein are adequate.tc cover Lessee's property. busteess cperatlcns or obligations under this Lease. 8.5 Insurance Policies. Insurance required herein shaU be by cempantes duly licensed or admitted to transact bustness in 1 state where the Premises

v..

are Iocated,

and maintaining during the policy term a "Genera! Policyholders Rating" of at least 6+, as Guide", or such other rating as may be required by a Lender, Lessee shall not do permit to be done <1nything WhIch ilwalidate~ the- required insurance policies. Lessee (Shall, prior to the Start Date, deliver to Les. certified copies of policies of such jrrsurance or certlfieates evidenclng the exlstence and amounts of the required insurance. No S~ policy ehall be cancelable or subject to Illodlfieatlon except after 30 days prior written notic~ to Lessor. Lessee shall, at least 30 d. prior to the expIration (If such policies. furnish Lessor with evidence of renewals or "insurance binders" evidencing renewer thereOf. Lessor may order such insurance and charge: the cost thereof to Lessee, which amount shal) be payable by Lessee to Lessor Uf: demand. Such poliCies. shan be for a term of at least one year, or the length of the remaining term of this Leese. whichever is less either Party shall fail to procure and maintain the insurance required to be carried by it, the other Party may, but shall not be requr(ed procure and maintain the same.

forth in the most current Issue of "Best'$IO$urance

8.6 Waiver of Subroga1ion, Withtlut affecting any other rights or remedies, Lessee and Lessor each hereby release and reli! the other, and waive thelr entire rfght to recover damaglit'$ against the other, for loss .,f or damage to its property arising (Jot of or incid to the perils required to be insurod. against herein. The effect of such mleases and waivers Is not nmlted by the amount of inS\.Ir31 carried or rsquired, or any deductibles applicable hereto; The Parties agree to have their tespaccve p(operty damage in$lI~.ar carriers waive any light to sootOgation that such companies may have against Lessor or Lessee, as me.case may be, So long as insurance is not invalidated thereby. .

bY

Except 1o!' Lessor's gross negligence er willful misconduct, lessee shall indemnify, protect, defend and h Lessor and lts: agents, Lessor's master Of ground lessor, partners and Lenders, from and against any and elelms, loss of rents and/or damages, liens, jUdgments. penalties, attorneys' and consultants' fees, expenses and/or liabilities ar!slng of, involving, or in connection with, the Use and/or eeeapancy of the Premises by Lessee. If any action or proceeding Is brought agal Lessor by reason of any of the foregoing matters, Lessee shall upon nonce defend the same at Lessee's expense by counsel reascne satisfactory to Lessor and l'essor shall cooperate wilh Lessee in such defense. Lessor need not have fir$!; paid any such claim in or to be defended or indemnint;ld. 8.7 Indemnity. ttarrnless the Premises,

8.8 ex~mptlon of L,essor from Liability. Lessor shell not be liable for injury or damage to the person Or goods, war merchandise or other property 01 teesee, Lessee's employees, c;ontraetors, invitees, customers, or any other person in or about Premises. whether such damage or injury is ceueec by or results from fire, steam, elect(leity, gas! water or rain, or from the breaks leakage.- obstruction or other defects of pipes, fire sptinkfer'S, wires, appliances, plumbing, HVAC or lighting fixtures. or from any 0-1 cause, whether the said injury or: damage results from conditions arilSing upon ·the Premises or upon other portions of the buildin! which the Premises are a part, or from omersources or places. Lessor shall not be liable for any damages ariSing from any act or neg of any other tenant of Lessor nor from the failure of Lessor to enforce the prOVisions of any other lease in the ProjeeL Notwithstan( Lessor's negligence or breach of lhis Lease, Lessor shall under no circumstances be liable for injury to Lessee's business or for any! of income or profit therefrom. 8.9 Failure to Provide tescraeee. lessee acknowledges that any tallure on its part to obtain or maintain the insurance requ herein will expose Lessor 'to risks and potentially cause Lessor to incur costs not Qontemplated by this Lease, the extent of whloh wil extremely difficult to ascertain. Accordingly, for any month.or portion thereof that Lessee does not maintain the required 'neurence an does not provide Lessor with the required binders or eertifk::ates,evidencing the extstence of the required insurance, the Base Rent s be automa1ically Increased, wilhout any requirement for notice to Lessee. by an amount equal to 10% of the then existing Sase Rer $100, whlchever is greater, The pai;tiS$- agree that such increase in Base Rant represents fair and reasonable compensation for additional risk! costs that Lesser will Incur by reason of,Lessee's failure to maintain the required insurance. Such lncreese in Base f shan in 00 event constitute a waiver of teeeee'e Oefault or Breach with respect to the failure to maintain such insurance, prevent exerctse of any of the other rlghts and remedies granted hereunder. nor relieve Leeeee of its obligation to maintain the lnsura speolfied in this Lease, '

9,

Damage or Destruction. R 1 Definitions. (8) f'Premise$ Partia.1)am~ge"

shall mean damage or destruction to the jmprovemente on the Premises, other than t.e Owned Alterations and Utility Installations, which can reasonably be repaired in 6: months or tees teom the date of the da.mag destruction. Lessor shall notify Lessee in'writing within 30 days from the date of the damage or destruction as to whether or nc damage is Partial or TI)t$L (b) "Premises-Total Destruction" shall mean damage or destructiOn to tha Premises, other than Lessee Owned Altera! and Utility InstallatJ('Ins and irade Fi.xtlJres, which cannot reasonably be repaired in 6 months or less from the date of the dama~ destruction. Lessor shall notify' Lessee in WrIDng within 30 days frcm the dElh~ of the damage ot destruction as to Whether or no damage Is Partial orTotal. (c) "lnsUred Loss" shall mean tfafTlage or destruction to lmprovementecn the Premises, other than Lessee Ov A1tarations and Ulility Installations and Trade F"ooures, whIch Was caused by an event required to be covered by the insurance descr in Paragraph 8.3(a), irrespective of any deductible e:mOIJJ1~or coverage umtts irWojYed. (d} "Replacement

Cost"

shall mean the cost to repair or rebuild the improvements owned by Lessor at the time 0 prior th$f'$tQ, including demolition, debris removal and IJpgrading requtred b} and without deduction fur oeorecrarton.

cccvrrence to their condition existing immediately operation

of Applicable

ReQuirements,

!M s-

Initlak:: (2)2002

.:.. American

PAGE 6 Of 14

Industrial

Real Estate Association

!nii.1l1

~ORMSTN~7

AP R. 20 2009

11: 55AM

NO. 32'

CHI.RLES DUNN

P 8

(e:) "Haz:.rdoU$ Substance Condition" shall mean the occurrence or discovery of a condltion'lnvolving the presence of, or a contamination: by, a Hazardous Substance as defined III Paragraph 6.2(a), in'. on, or under the Premises which requires repair, remediation, or restoration. ' 9.2

Partial Oamage ~ Insured Loss. If a Premises Partial Oamage that is an Insured Loss occurs, then Lessor shal!, at Lessor's damage (but not Lessee's Trade FIXtures or Lessee Owned Alterations. and Utility Installations) as soon as reasonably possible and tl1ls Lease :shall continue in fun force af'1d effect; provided, however, that Lessee shall, at Lessor's election, make the repair of any damage or destrootion the total cost to repair of whioh is $10.000 or less, arc, in such event, Lessor shall make any applicable insurance proceeds available 10 Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required insurance was not In force or the insurance proceeds are not sufficient to effect such repair, the Insuring Party shall promptly contribute the shortage ln proceeds (except as to the deductible which is lessee's responsibiUty) as and when required to complete said repairs. In the event, hOW(Wer. lSJJchshortage was due to the fact that, by reason of the unique natura of the lmprcvements, full replacement cost insurance coverage was no' comme(Cially reasonable and available, Lessor shall have no obligation to pay forthe shortage in insurance expense,

repair such

proceeds or to fully restore the unlqu~ aspects of the Premises unless Lessee providas Lessorwiththe funds to cover same, or adequate assurance thereof. wilhln 10 days following reC€!lpt of wrhten nctlce of such shortage and request therefor. If Lessor receives said funds' or ecequete assurance thereof within !Said 10 day period, the party resporn>ible for making the repairs shall complete them as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds or assurance are not received, Lessor may nevertheleee elect by written notice to Lessee within 10 days thereafter to: (i) make such restoration and repair as is commercially reasonable with lessor paying any shortage in proceeds, in which case this Lease shall remain in fun force and effect. or (i0 have this Lease terminate 30 oeya thereafter. Lessee shall not be entitled to reimbursement of any funds contrjbuted by Lessee to repalr any suoh damage or destruction. Premtses Partial Damage due to flood or earthquake ·shall be subject to Paragraph 9.3, notwithstanding that there may be some insurance coverage, but the net proceeds 01 any· such insurance shall be made available for' the (epaitS jf made by either Party. .

$,3 Partial Damage ~Uninsured Loss, If a Premises Partial Damage that is not an Insured Loss occurs. unless caused by a negligent or willful act of Lessee (in which event Lessee shall maka the repairs at Lessee's expense), Lessor ma.y either: (f) repair sucf <:Iarnage as soon as reasonably possible at Lessor's expense, In which everrt this Lease sh~n eeeueue in full force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 ·days after receipt by Lessor 01 knOWledge of the occurrence of such damage. Such termination shall bf;1·effe~a 60 days fo!lc;r..vingthe data-of such not!¢¢:. In 1he eventLessor elects to terminate this Lease, Lessee shall have the right within 10 days after receipt of the tet'mination notice to give written notice to Lessor of Lessee's commitment to pay for the repaIr of such damage without reimbursement from Lessor. Lessee shall provide lessor wilh said funds. or satisfactory assurance thereof within 30 days after making such commitment In such- event this Lease shall continue in fun force and effuc'l. and Lessor shall proceed to make such repairs as soon as reasonably possible after the required funds are available, If Lessee does not, ma1<eothe required oommitment, this: Lease shall terminate as of the date .specified in thE: termination notice. 9.4 . Total Destruction. Notwithstanding any other' proVision hereof, if a Premises Total Destruction occurs, this Lease shalf terminate 60 days following such Destruction. If the damaQQ or destruction was. caused by the gross negligence or willful misconduct of Lessee, Lessor shall have the right to recover damages from Lessee. ~pt as provided in Pafagmph 8.6.

Lessors

9.5

Near End 'ofT~rm, If at any time dUfing the last 6 months of this Lease there is damage for which the cost to repair exceeds one ·month's ease Rent, whether or not an Insured Loss, Lessor may terminate this Lease effeotive 60 days following the date of occurrence of such damage by giving a written termination notice Lessee within 30 days after the date of occurrence of such damage. Notwithstanding the foregoing, If lessee at that time has an exercisable option to extend this Lease or to purchase me. Premises, then Lessee may preserve Ihis Leese by. (a) exercising such option and (b) providIng Lesaor with any shortage in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the earlier of (i) the date whIch is 10 days after Lessee's r-eceipt of Lessors written notice purporting to terminate this Lease, er (ij) the day prior to the date upon which such option expires. If Lessee duly exercises such op1Ion during such period and provides Lesser with fonds (or adequate assurance thereof) to cover any .shortagl'il in insurance proceeds, Lessor shall, at. Lessor's commercially reasonable expense, repair such damage as soon as reasonably possible and thiS Lease sball continue ln full force and effect, If Lessee fails to exercise such option and provide such funds or assurance during euch period, then this Lease shalt terminate on the date specified in the termination notice and Lessee's option shall be extinguished. Damage

t?

9.6

Abatement of Re"l'lt;teseee'e Remedies. (a) Abatemern. tn the event of Premises

Partial Damage ur Premises Tota! Destruction Of a Hazardous Substance Condition for which Lessee is not reSponsible under this Lease, the Rent payable by Lessee rcr the period re~uired for the repair. remecftatlon cr restoration of such d~mage shan be 'abated in proportion to the degree to which Lessee's use of the Premises Is impaired, but not to exceed the.proceeds received from the Rental Value Insurance. AU other obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damags. destruction, remediation. repair or restoration except as provided herein.

(b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or resiomflon within 90 days after such obligation !\lhall accrue, Lessee may, et any time prior to the ccmmencemsnt of such repair or restoration. give written notice t"o Lessor and to any Lenders of which Lessee bas actual nonce, of teseee'e election to terminate thls Lease on a. date not less than GO.days fotlowing the giVing of such notice. If Lessee gives such notice and such repair or restcranon is not ccmmencec within 30 days thereafter. this Lease shall tarminate as of 1he date specified In said nonce, If 1he repalr or restoration is commenced within such 30 days, thIS Lease shall COntinue in full force and effect. "Commence" shall mean either the unconditional authorization. of the prepa.ration of the required plans, or thr;t beginning of the ectuel work on the Premises, whicheve:r first occurs. . 9.7 Termination; A(htance ·Payments. Upon termination of this Lease pursuant to Par:;l.graph 6.2(g} or Paragraph 9, an equitable a9iustrm.mt shall be made concerning advance saee Rent and any ot~er advance payments made by Lessee 10 Lessor. lessor shall, in a.ddmon, return to Lessee so much of Lessee's Security Deposlt as has (lOt been, Of is not then required 10 be, used by Lessor. 9.S Waive Statutes. Lessor and Lessee agree that ttre terms of this Lease shan govem the effect of any damage to or destruction of the Premises with respect to the terminatlcn of thls Lease and hereby wajve the provlstcne of any present or future statute to the extent Inconsistent herewith.

10.

Real Propkrty·iaxes.

10.1 Definition, As· used herein. th.e term "Real Property 'raxss" shaU Include any form 01 assessment; rea! estate, general. special, orolrtery or extraonnnary, or rental levy or: tex (other than Inherltance. personal income Of estate taxes); lmorovement bond; andfor license fee imposed upon Of l€Vied against any leqal or Qquilablfit inter(,!st of 1.:I;'!SSOT in the Premises or the Project. Lessor'.s right to other income therefrom, and/or Lessors business of leasing, by any authority having the direct or indirect power to tax and where the funds are generated with reference to the Building. address. and where the proceeds so generated are to be applied by the: City, county Of' other local faxing autho(fty of a jurisdiction within wflich.lhe Premises are located, Real Property Taxes snail also include any tax, fee. levy, assessment or charge. or any increase therein: (i) imposed by reason of events occurrih9 during the term of this Lease, including but not limited to, a change in. the ownership of the Premtses, and (ii) levied or assessed on machlnery or equlpment provided by Lessor to Lessee pursuant to this L~ase. . 10.2 PaYfr!ent 01· "taxes, It:! aodition to ease Rent, Lessee shall pay to Lessor an amount equal 10 the Rea! Property Tax installment due at least 20 days prior to Ihe applicable delinquency date. If any such ins.tallment $hall C!)V$r any pe-riod of time prior to or after the expiration or termlnatton of this Lease, lessee'S' snare of tuch installment $hall be prorated, In the event lessee incurs a late charge on any Re.nt payment, Lessor may estlmate the current AMI Propetty Taxes. and require thal such 1aXeS be paid in advance to Lessor by Lessee monthly ln advance with tl1e payment of the Base Rent. Such monthly P<1yments $ha!l be an amount equal to the amount of the estimated installrOOnt of taxes diVided by the number of mooths remaining before the month in which said installment

becomes de),nouonl. When the actual "mount of the app!;cablo tax bill ;5 known, the amount of such equal monthly adva~

~ Initials

PAGE7 of 14.

mlil;"lJs

APR. 202OOnl.56AM--CHARlES

DUNN-----------NO.321-P

.'3hallbe adjusted as required to provide the funds needed to pay the 3pplfcable taxes. If the emcvnt collected by Lessor is in$uffi( to- pay suoh Real ~roperty Taxes ~hel'l due, Lessee shall pay Lessor, Upon demand, euch .additional sum as. is necessary. Advc payments

may be lntermmgled

perfofT!1ance of its obligations DepOSIt. 10.3 Real P~perty

Joint Assessment.

with other moneys of Lessor and shall flot bear interest

11'1 'the event of a Breach by Lessee in

under this Lease, then any such advance payma-nts may be treated by Lessor as all additional Sec If th.e Premises are not separately assessed, Lessee's liability shan be an equitable proportion o'

Taxes for all of the land and improvements

included

within the

tax: parcel

assessed.

such proportion

to

be ccncius

determined by Lessor from the respective valuations aealqned in the assessor's work sheets or such other inlcrmeticn as ma' reasonably available. 10.4 Pe.~qnal Property TaxeS. Lesse,,! shall pay, ptlcr to delinquency, alt texee assessed against and levied upon Le Owned Alterations, Utility Installations, Trade Fb:'tllres, furnishings, equipment and aU personat property of Lessee. wren pees Lessee shall cause Its t.eesee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other cere property to be assessed and billed separately from the ~I property of Lessor. ',f any of Lessee's sair.l property shau be assessed teeecre real, property, Lessee shall pa.y Lessor the taxes attributable to Lessee's property within 10 days after receipt of a WI statement setting forth the taxes applicable to Lessee's property. 11. Utilmes and Services. leSsee shan pay for all wawr, gas. heat, ~ght, power, telephone, trash disposal and other utilities services supplied to the Premises. together with any taxes thereon, 1f any such services are not 3eparately metered or billed to L~& Lessee shall pay a reasonable proportion, to be determinod by Lessor, of all charges jointly metered or billed. There shall b abatement of rent and Lessor shall not be liable in any respect whatsoever for Ihe Inadequacy, stoppage, Interruption or dfscontinu; of .any utility or service due to riot, strike:. labt:,'irdispute. breakdown, accident, repair or other cause beyond Lessors reasonable cc or in cooperation with governmental request Of direcliohs. 12. Assignment and Subletting. 12,1 Les$or'$ Consent' Required. (a) Lessee shall not voluntarily Of by opetation of law a.s$ign. transfer. mortgage or encumber (collectively, "assig assignment ..) or sublet all or any part of lessee's Interest In this Lease or in the Premises without Lessors prior Wlittef1 consent. jb) Unless Lessee is a corporation and Its stock is publicly traded on a natfonal stock exchange, a change in the conti lessee shall constitute an asslgnm.ent reqwiring consent. The transfer, on a eurnulauve basis, of 25% Or more of the votIng coni! lessee shall constitute a change jn1control for this purpose. (c) The involvement of Lessee or Its assets in any transaction. or series of transactions (by w~ of merger, sale. acquls financing, transfer, leveraged buy-out or otherwise), whether or not a formal aSSignment or hypt)theeatlon of Ihis Lease or tee assets occurs, which results or will result in a reduction of the Net Worth of Lessee by an amount greater tnan 25% of such Net V as it was repre$ent~d at the tim" of the execution of this Lease or at the time of the most recent assignment to which LeS$Ql consented, or as !t exists ImmedIately prior to said naneacucn or transactions constituting suoh recuctlcn. whtchever was or is gu shall be considered an assignment of this: Lease to which Leeser may withhold its: consent. "Net Worth of Lessee" shan mean ttl worth of Lessee (exoludlng any guarantors) establisl1ad under generally accepted alXQunting principles. {d} An assignment Or' subletting without consent shall, at Lessor's optlon, he a Default curable after notice per Paras 13.1(e). or a ncncurable Breael1 without the neeas.sity of any notice and gra!;0 period. If Lessor elects to treat such unappl assignment or subletting es a noncurable BrEach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written. notice, in.cl the monthly Base Rent to 1100.4 of the Base Rent then in effect, Further, In the event of such Breach and rental adjustment, { purchase 'price ct any option to purchase the Premises held. by Lessee shall be subjact to .similar adjustment to 110% of the previously in effect, and (ii) aU fIXed and non-fixed rental adjustments scheduled during the remainder of the Lease term she increased to 110% of the scheduled adjusted rent (e) Lessee's remedy for any breach of ParagKlph 12.1 by Lessor shall be limited to compensatory damages andiof injut relief,

12.2 Tt~mlS3;hd ConditlQI1!,; Applicabl$ to A!:l';ignmant and Subletting. (a} Regardless cf LQSSors consent, no aSSignment or subletting shall: (I) be affecllvs wlthout the express written assurr by such assignee or sublessee of the obHgatlons of Lessee under this Lease, (iQ release Lessee of any obligations hereunder, ( alter the primary Il
a

(d) In the event of any Default O( Breach.by Lessee. Lessor lnay proceed directly against Lessee, any Guarantors or ar else responsible for the performance ot'Lessee's obligations under this lease, including any assignee or sublessee. witnou exhausting Lessor's remedies against any ether person or entity responsible therefor to Lessor, or any security held by Lessor. (e) Eacl1 request for consent to an assignment or subletting shall be ill w(itil'lg. acccmpanled by ihfol'mation relevt Lessor's delerl'T1lnaUonas to the finaneiai and operational responSibility and apprcprleteness of the proposed assignee Of suble including bot not limited to 1he intended use and/or requited modification of the Premises. jf any. tog$ther with a fee of $51 consideration for Lessor's CQf1sidaring and pr~ing sair;l request, le~e agrees to provide lessor With such other or add information and/or documef1tation es may be reasonably requesled, (See elec Paragraph 36) (f) Arry assignee of, or sublessee under, this Lease shall. by reason of accepting such assignment or entering into sublease, be deemed to have-assumed and agreed to conform and comply with each and every term. covenant. condrtion and obJi! herein to be observed or performed by Lessee dul'ing the term of said asSignment or sublease, other tl1an .such obligations i ecntrarv to or inconsistent with provisions of an asSignment or sublease to which Lessor has specifically consented to in writing. (9) Lessors COnsent to any assigoment or subletting shall not 1ransfer to the assignee. or subtessea any Optioo gran the onginal Lessee by this tease uotess such transter is specifically consented to by Lessor in writing. (see Paragrnph 392) 12.3 Additional Tel"l'rIs and Conditions: A.pplicable to SublettIng, The following terms and conditions shall apply I subletting by Lessee of all or any part of the Premises and shall be deemed Included in all subfeeses under this Lease whether expres.~ly incorporated thereIn: (tI) Lessee hereby asSigns and transfers to Lessor all of Lessee's interest in ail Rent payable on any sublease, af1d I may collect such Rent and apply same toward Lessee's obngatlons under this Lease; provided, bcwever; that unlifa 8~ach shall in the" penormence of Lessee's obligations, Lessee may collect said Rent In the event mat the amount collected by Lessor ex Lessee's obligations any such excess shall be refunded' to Lessee. Lessor shall not. by reason of the furegoing or any assigl'lO' such sublease, not by reason of the collection oJ Rent. be deemedfjabte to the sublessee for any failure of Lessee to perform and e with any of Lessee's Dbligations to such sublessee. Lessee hereby Irrevocably authO(lZes and directs any such sublessee, upon' of a wirtten notice from lessor stating that a Bmat':h exil;rt:S in the performance of Lessee's obligations under this Lease. to pay to l an Rent dUE!:arid to become Que under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rt Lessor without any obligation or right to inquire as to wnether such Breach exists, notwithstanding any claim f!'OmLessee to the co (b) In the event of a Breach by Lessee. Leeser may. at its option, require sublessee to attorn to Lessor, in which event I shall undertake the obllgatlons- of the sublF;!$$oruodar eucb sueteeee from the time of the exercise of said option to the expiratior'l 0 sublease; provided, however, Lessor shall not be liable for anY'prepald rents or security deposit paid by such sublessee to suctt euc

Initials @2002 - American Industrial Real.f?".stateAssociation

PAGE

s of

14

~ 'FORMSTN

APR. 20.2009

1':S7Alvl

CHARLES DUNN

NO. 321

P. 10

or for any prior Defaults or Breaches ,of eueh eublesscr. (c) Any matter requiring the consent of the sublessor under a sublease shall also require thG'consent of Lessor, (d) No sublessee snail further assign or sublet at! or any part of the Premises without Lessor's prior written consent. (e) Lessor shall deliver a. copy of any notice of Default or Breach by Lessee to 1he sublesssa, who shall have the (ight to cure the Defa\llt of Lessee within the grace period. it any. specified in such notice, The sublessee shall have a right of reimbursement and offuet from and against Lessee for any such Defal.llts cured by the sublessee.

13.

Default, Breaeh; Remedies.

13.1 Default; Breach. A "Oefault" is defined as a failure by the Lessee to comply with or perform any of the ten'llS, covenants. conditions or Rules and Regu!ation~ under thiS"Leese. A "S,.each" ls defined as the occurrence of one or more of tne follOWing Oefaults. and thGtailure of Lessee to cure such Default within any applicable grace period: . (a) Th~ abandonment of the Pre-mise$.; or the vacating of the Premises without.providlng a commercfa1fy reasonable level of security, or where the coverape of the property insurance described in Paragraph 8.3 is jeopardized as a result thereof, or wl~hout providing reasonable assurances to minimge potential vandalism, (b) Th~ failur9 of Lessee to·make any payment of Rent or any Security Deposit required to be made by Lessee hereund~r, whether to Lessor or to a third party. when due, to provide reasonable eeteree-et insurance or surety bond, or to fulfill any obligation under this Lease which endang$!'$ or threatens life or property, where such failure continues for a period of 3 business days following wrltten notice rc. Lessee. (¢) The faiil)re by Lessee to provide (i) reasonable .written evidence of compliance with Applicable Hequirerneete. (Ii) the service contracts, (iii) the rescission of an unauthorized assignment or subleUlng. (!v) an Estoppel Certificate, (v) a requested subordination, (vi) evidence concerning any guaranty andlor Guarantor, (vii) any document requested under Paragmph 42, (viii) material safety data sheets (MSOS). or (ix) any other documentation or' information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such faih)r{,Jcontinues for a period of 10 days following written notice to Lessee. (d) A Default by lessee as to the terms, covenants, condmcos Of provisions of this Lease. or of the rules adopted under Paragrapn 40 hereof, other than tecee described in subparagraphs 13.1 (a). (b) or (c), above, where such Oefault continues for a period of 30 days after wrltten notice; provided, however, that If the nature of Lessee's Default is such that more than 30 days are reasonatay required for its cure, then it shan not be deemed to be a Breach if Lessee commences such cure within said 30 day period and thereafter diligently orcsecetee such cure to completion. (e) The occurrence of any of the following events: 0) the making of any general arrangement or asSignment for ttle benefit of creditors; {fi) becoming a "debtor' as deflned In 11 U.S.C. §101 or any successor statute thereto (unless, in the case of a petition filed against Lessee, the same is dismissed w1thln 60 days); {iii) the appointment of a trustee or· receiver to take pcsseealon of substantlalty all of Lessee's assets loceted at the Premises or of Lessee's interest in this Lease, where possession i$ not restored to Lessee withIn 30 days; or (iv) the attachmem, execution or other Judicial seizure of subStantially all of Lessee's assets tecated at the Premises or of Lessee's interest in this Lease, when! such seizure is not discharged wi1hin 30 days; provided, however, In the event that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall be of no force or effect. and not affect the validity of the remaining provisions. • (f) The (iis/Alvery that any financial statement of Lessee or of any Guarantor given to tasscr was materially false. (g) If the performance of Lessee's obligations under ll'lJsLease ls gua.ranteed: (i) the death of a Guarantor, (Ii) the termlneticn of a Gua~ntor'sliability with respect 10 this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor's becoming insclverrt or the 'subject of a bankn)ptt::y filing. (iv) a Guarantor's refusal to honor the guaranty, Of (v) a Guarantor's: breach of its guaranty obligation on an anticipatory basis, and teseee'e failure, within 60 days following written notice of any such event, to provide written alternative assurance or seourity, which, when coupled'with the then ~xi$ting resources of Lessee, equals or exceeds the combined financial resources of. Lessee and the Guarantors that existed at the· tim~ ofaxa¢l,Jtion of this Leese. 13,2 Remedies. If Lessee fai.ls to perform MY of its affirmative duties or obligations, within 10 days after written notice (or in case of an emergency, without notice), Lesser may, at its option, perform such duly Of .obligation on Lessee's pehalf, including but not limited to the obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shan pay to Lessor' an amount equal to 115% of the costs and expenses incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a Breach, Lessor may. with or without further notice or demand, and without Ilmiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach: (a) "rermlnete Lessee's right to possesslon of the Premises by any lawful rneene, in Which case this Lease shall terminate and Lessee shall immediately surrender possession te.teeser. In such event Lessor shall be entitled 10 recover from Lessee: (I) the unpaid Rent which had been earned at U1etime of termination; (II) the worth at the time of award of the amount by which the- unpatd rent which would have been earned after termination untll1he time of award exceeds the amount of such rental loss that the Lessee proves could have been reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid rent for the balance of the term after the time of award exceeds the amount of such rantalloss that the Lessee proves could be reaseeably avoided; and (iv) My other amount necessary to compensate Lessor for al! the de1riment ptoxlmately caused by the Lessee's failure to perform its obligations under this Lease or whiCh jn the Qrdinary course of thIngs would be likely to result merstrcm. includin9 but not limited to the cost of recovering possession of the Premises, expenses of relettmg, including necessary renovation and alteration of the PrSmiS9$, reasonable attorneys' fees. and that portion of any leasing commission paid by Lessor in connection with this Lease: applicable to the unexpired term of this Lease. The worth at the ume of award ()f the amount re-ferred to In provision (iii) of the immediately preceding sentence shall be computed by discounting s.ueh amount m the dlscount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lesser to mitigate damages caused by Lessee's Breech 01this Lease shall not waive Lessor's right to recover damages under Pamgraph 12. If termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the ri9ht to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not prevlously given, a ootic~ to pay ref!t or quit, Of to perrcrm or quit given to Lessee under the .unlawful delainer statute shaH. also constitute the notice required by Paragraph 13.1. In such ease, the applicable grace period required by Paragmph 13.1 and the unlawful detainer statute shall run concurrently. and the failure of Lessee to cure the Default within the greater of the two such grace periods shall oonstitute both an unlavnul detainer and a Breach of this Lease errtifling Lessor to the remedies prOVided for In this Lease anrscr by said statute. (b) Continue the Lease and Lessee's right to possession anC' recover ~he Rent as it- becomes due, in which event Lessee may Sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, andfor the appointment of a re~lv~r to protect the Lessor's Intera~lS, stren not constitute a termination of the Lessee's right to possesston. (c) Pursue any othe-r remedy nQWor hereafter available I,lTldertbe laws or judicial decisions of the state wherein the Premises are located. The expiration or termination 01 ttne Leese and/or the termination of Lessee's. rIght to pcseeselcn shall not relieve Lessee from liability under any indemnfty provisions of this Lease as to matters oeeurrlng or accruing during the term hereof or by reason of Lessee's occupancy of the Premises, 1=3,3 Inducement Recapture. Any agreement for free or abated rent or other charges, Or fer the giving or paying by Lessor 10 or for Lessee of any cash or other bonus. inducement or consideration lor L~I01'·.s antwlng i"to this Lease, aU of which concessions are hereinafter referred to as "lndu~ment Provisions;' shall be deemed conditioned upon Lessee's full and faithful performance of al! of the terms, covenants and conditions of this Lease. Upon Breach of this Leese by Lessee, any such Induoomenl Provision shalt automatically be ceerned deleted from this Lease and of no further force or effect, and any rent, other Ch:,ltgE:,bonus, inducement or ccnetderaucn theretofore aQa1e1c1, given or paid by Lessor· under such an inducement Provtstol1shall be immediately due and payable by Lessee to lessor. notwithstanding any subsequent cure of said 8reach by Lessee. The acceptance by Leeser of rent or tna cure of t

Initials

PAGES Of 14

APR. 20. 2009

11: 58AM

CHARLES

NO. 321

DUNN

Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions specifically so stated in writing by Lessor at the \ime of such acceptance.

late

13.4

Charges.

Lessee

hereby acknowledges

that late paym,ent bY Lessee of Rent will cause

i1

P

of this paragraph

un!

Lessor to incur costs

contemplated by this lease, the exact amQ\,Itlt of which will be extremely dIf;ficul! to aacertejn. Such costs include, but are not ilmlte( processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, if any Rent s not be received by Lessorwithin 5 days after such amount shall be dUG!.then, without any ret'!uirement for notice to Lessee, Lessee a immediately pay to Lessor a one-time late charge equal to '10% of each such overdue amount 'Of $100, whichever is greater- The Par hereby agree that such late charge represents a fair and reasonable eeenere of the costs Lessor will incur by reason of such payment. Acceptance of such late charge by Lessor shall in no event C01'l:;itirut9 a waiver of Lessee's O~fau!t or Breach with respec such overdue amount, nor prevent the eeresee of any of the other rights and remedies granted hereunder. In the event that a late eM. is payable

hereunder.

whetHer or not collected.

for $ eoneeeetlve

installtTIp.nts of aaee Rent, then notwithstanding

any provision

of

Lease to tho contrary, Base Rent shall, at ~$$Ot'S option, become due and payable quarterly in advance. 13.5 Intere$1.. Any monetary payment due Lesso;r tlereunder. ether than late charges, not received by Lessor, when due a scheduled payments (such as Base Rent) or within 30 days foUowing tt'le date on w~ich it was due for non-scheduled payme"t, s bear interest room 1he dale when due, as to scheduled payments, Or the 31st day after it was due as to non-scheduled payments. interest ("Jnt~rost") chargeo shall be competed at the rate (1110% per annum but shall Mt exceed the maximum rate: allowed by Interest is payable in addition to the potential late c.harge provided for in Paragraph 13.4. 13.6

Breach by Lesser,

(a) Notice of Breach, Lessor $ha!1 not be deemed in breach of this Lease unless Lessor fails within a reasonable tim perform an obligation requited to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall In 110event be than 30 days after receipt by Lessor, alld allY tender whose name and address shall have been furnished Lessee in writing for e purpose, of written notice specifying wherein such obligation of Lessor has not been performed; provided, however, mat if the natuf Lessor'S obligation is such that more than 30 days are fE)asonably required for its pertcrmance, then Lessor shall not be in bmal performance is commenced within such 30 day period and thereafter diligently pursued to completion •. (b) Performance by Lessee en Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach wlthu days after receipt of said I'ICJtice, or if havlng commenced said core they do not diligently pursue it to completion, then Lessee may E to cure said breach at lessee's expense 'and off$et from Rent the actual and reasonable cost 10 perform such cure, provided hews that such offset shaJi not exceed an amount equal to the greater of one month's sese Rent or the Securfly Deposit, reserving Less right to seek reimbur$ement trorn Lessor. Lessee shall document the cost of said cure and supply said documentation to Lessor. 14. Condemnation. If the Premises or any portion ttter"of are taken under the power of emlnent domain or sold under the Ihre; the exercise of said power (collectively "Condemnation~), this tease shall terminate as to the part taken as of the date the co~dem authority takes tltle or possessfon, whichever ftf'$t ¢CC!Jf'$, If more than 100/0of the Building. or more than 25% of that pornon oj Premises not OCCUpiedby any building, is taken by Condemnation, Lessee may, at Lessee's option, to be exercised in writing wlthi! days after Lessor shall haVG given Leeeee written floflc:e of $1,.!I;1h la,kiOg (Qr in the absence of such notice, within to days after condemnln.t:l authority shall have taken possession) terminate this Lease as of ttle date tlie condemning authority lakes such pOS$eS~ If Lessee does not termlriate !hjs lease in accordance: with the foregoing, this Lease shan remain in full force and effect as to the pOI of the Premises remaIning, except that lhe Base Rent shall be reduced in proportion to the reduction in utility of the Premises cat by eueh Condemnation. CondemnatiOl"l awards and/or payments shan be the property of lessor, Whether such award shall be mad .

compensation fot diminution in value of the leasehold. the value of the part taken. or for severance damages; provided, however. Lessee shall be entitiec.f.to any compensation for Lessee's reloC'a1:ionexpenses, loss of business goodwill andlor Trade Fixtures, wit regard to whether or not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility !nstallat made to the Premises by Lessee. for curpcsas of Condemnation only, shall be considered the property of the Lessee and Lessee t be entitled to any and all compensation which is payable therefor. In the event that 1hls Lease is not terminated by reason of Condemnation, Lessor shall repair any damage to the Premises caused by SUch Condemnation.

15,

6rok:erage Fees~ 15.1 Additional Commission.

Iii.addition to the payments owed pursuant to Paragraph 1.9 above. and unless Lessor Me Brokers otherwise agree in writing. Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee acquires any rights te Premises or .ciher premises owned by Lessor and located within the same Project, If any, wllhin which the Premleee is located, ' Lessee mmalns in possession of the Premises, with the consent of Lessor, after the expiration of this Lease, or (d) if Base Re inoreased; wfle1her by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance the schedule of the 8rokers in effect a.t the time of 1he execution of this Lease. 15.2 A:s:sumption of Obligations. Any buyer Dr trensreree of lessor's interest in this Lease shaH be deemed to have aseu Lessor's obligation hereunder. 'Brokers shalf be third party beneficiaries of the provisions of Paragraphs 1.9, 15,22 and 31. If t.e faUs to pay to Brokers any amounts due as and for brokerage fees pertaining to this Lease when due, tl'ten such amounts shall ec Interest. In addition. if'Lessor tails to. pay any amounts to Lessee's Broker when due, Lessee's Brokar may sand written notice to Le and Lessee of such failure and if lessor fails to pay such amounts within 10 days after said notice. Lessee .shall pay said monies 1 Stoker and offset such amounts against Rent. addition, Lessee's Broker sha.1I be deemed to be a third party benenetary of commission agreement entered into by and/or between Lesser and Lessor's Sroker for the limited purpose of collecting any broke lea owed,

'0

15.3 Representations and Indeml1rnes of 9roker Relationships. Lessee and Lessor each represent end warrant to the c that it tee had no dealings with anypetscn, firm. broker Or finder (other than the Brokers. if any) in connection wlth this Lease, and no one other than said named Brokers is entitled to any commission or finders 1ee in connection herewith. Lessee and Lessor do ! hereby agrse to jndemnify, proteot;'defend and hold tho other harmless from and against liability for compensation Of Charges which be claimed by any suoh unnamed broker. finder or other :similar party by reason of any dBalings or actions of the il"ldemnifying F including any costs. expanses. attomeys~ fees reasonably Inourred with respect thereto .

Estoppe1 Certifici;.tes. . (a) eaoh Party {as "Responding Party") shall within 10 days after written notice from the other Party (the "aeques Party") execute, acl<nowledge ane1 denver to the Requasllng Party iii statement in writing In form similar to the then most cu "Estoppel Certifieate". form published by the Ameripan Industrial Real Estate ASSOCiation, plus such additional lntcrme confirmation and/or statements as may be reasonably requested by '\he ReQ!Jesting Party. (b) If the Responding Party shafl fail to execute or dellver the Estoppel Certificate within such 10 day period, the Reque

.1I;i.

Party may execute an Estoppel Certjfroate stating 1hat: (i) the Lease is in full force eno effect without modification except as me tel?Te$l;Intl;ld by the .Reque$rting Party. (ii) mere are 110uncured defaulls In the Requesting Party's performance, and (iH) if Lesser j Requesting Party, not more than one month's rent has been paid in advance. rreseecuve purchasers and encumbrancers may rely the Requesting Party's Estoppal Certificate. anti the Rli!'sponc;ljng Party st'lal! be estopped from denying the truth of the facts cents

in said Certificate, (c) rf Lessor desires to finance, refinance. or sell the Premises, or any part thereof, Lessee and all Guarantws shall dl .to any PQtentlall~der or purchaser design¢Bd by Leeser such financial statements as may be reasonably required by such lend purchaser, inoluding but not limited to Lessee's financial statements for 1he-past 3 yeats. All such financial statements shall be reo by Lessor and suoh lender or purchasedn confidence and shall be used only for the purposes herein set forth. 17. Definiti()h (Jf Lessor. The term "Lessor" as used. he-rein $halt mean the owner or owners at the time in question of the fee to the Premises, or, if lhis is a sublease. of the Lessee's interest ln the prior lease. In thl;! event of a transfer of Lessor's title or int in the Premises or this Lease, Leeecr shall deliver to the trensteree or assignee (in cash or by credit) any unused Security Deposit

Inllials ©2oo2 - American

PAGE 1 0 of 14

Indu~triaf Ae.d Estate AssociatIon

FORM:'sTN-7

CHARLES DUNN

APR. 20 2009 II: 58AM

NO. 321

P. 12

by Lessor. Except as provided in Pa~9raph 15, upon such transfer or asslgnme"t and delw..;:ty of the Security Deposit, as afore$a,id, the prier Lessor shall be relieved of all liability with respect to me obligations and!(')( covenants under this Lease thereafter to be

performed by the Lessor, SUbject to the foregoing, the obligations andlor covenants in this Lease to be performed by the Lessor shall be binding only Upon the Lasser as hel't;!inabovf.l defined. 18. Sever~bnity. The invalidity of any provision of this Lease, as determined by a court of competent jurtencnon. the val!dlty 01 any other provlslon hereof. . 19,

Oayc.

Unless

otherwise

specifically

indicated

to the contrary. the word 'uaye"

shall in no wer.y affect

as used in thts Lease shall mean and refer to

calendar days. 20. Limitation on liability. The,obligations of Lessor under this Lease ereu net constitute personal obngatlons'of Lessor or i1$ partners, members, ctreeters. Qlfjoa~ or shareholders, and Lessee $ha!lJook to the Premises, and to no other assets of Leeser, for the sallsfaction of any liability of Lessor with respect to 1his Lease, and shan not seek recourse against Lessor's partners, members, dir~ctors, 21,

officers

Time

or aharehotders,

of Essence.

or

any

of their persenar assets for such seusreenen.

Tfme IS of the essence with respect tothe

performance

of all obligations to be performed

or observed

by the

Parties under 'this Lease. 22.. No Prior or other Agreements; Broker Disclaimer. This lease contains an agreements between the Parties with respect to any matter mentioned herein, and no other prior or CQntemporanaous agreement Or understanding shall be effective, Lessor and Lessee each represents and warrants to tlfe Brokers- that it has made, and Is·relying sorely upon, its own investigation as to the nature, quality, ebaraoter and financial responslbmty of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default Of breach hereof by either Party. The liability (including court ccets and attorneys' faes), of any BrokQr with resped: 10 negotiation, execution, dellvel)' 01'performance by either Lessor or LeS$EJe under this Lease or any amendment or modification hereto shall be limited to an amount up to the fee received by such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each 8roker's liability·shall not be applicable to any gross negligenoe or willful misconduct of such Broker, 23. Notices. 23.1 Notir;e Piequiremerrt$, AU notices- required or permitted by this Lease or applicable law shall be in writlng and may be delivered in person (by hand or by courier) or may be sent by regulat, certified or reglstered mail or U.S, Postal Service Express Man, with postag~ prepaid. 0' by facsimile bans-mission, and shall be deemed sufficiently given if seNe
Initials

PAGE 11 of 14

CHARLES DUNN

APR. 20 2009 11: 59AM

26.

No Right To Hctdover;

termination applicable

of this Lease. immediately

NO. 321

Lessee has no right to retain

possessscn

of the Premises

or any

pan

thereof

P

13

beycnd the expiration

In the even! that Lessee hctde over, then the Base Rem shall be inoreased to 150% of the aeee Rf

preceding

the expiration

or 1ermination.

Nothing contained

hGf(!io shall be construed

as ccneeet by Lessor

any hOlding OVer by Lessee. 2?,

CumulatiVe

~lm1edies.

No remedy or election hereunder

shall be deemed exclusive but shall, wherever

possible, be cumulal

with all other remedies at law or in equity.

28.

Covenants and Conditions; Co"structJQ!l of Agreement AI! provisions ~fthis Lease to be observed or performed by Lest are both covenants and conditions. In wnstruing this Lease, all heading$: and titles are for the convenience of the Parties only and st not be considered a part of this Lease. Wheneve~ required by the oontext, the singular shalt inelude the plural and vice versa. This Lee shall not be construed as if prepared by one of the Parties, but ra~her aocording to its fair m~anin9 as a who!s. as if both Parties r prepared it. 29. Binding Effect; Choice of Law, This Leese shaJl be binding upon the: Parties, their personal representatives. successors ~ assigns and be governed by the laws of the State in which the Pramises are located. Any litigation between the Parties her cot'1Cernin9 this Lease shall be initiated in the county in which the Premises are located.

30.

Subordination; Attornment; Non-Disturbance. 30.1 Subordination. This Lease and any Option granted hereby.shan be subject and subordinate to any ground lease, mortga deed of trust. or other hypothecation OFsecurity device (coJleetively,. "Security Device"), now or hereafter placed upon the Premises any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that holders of any such Secority Devices (in this Lease together referred to as ~lender")shall have no liability or obligation to perform I 01 the obligations of Lessor under this Lease. Any Lender may elect to hava this Lease and/or any Option granted hereby eupertc the lie" of its Security Device by giving written notice 'thereof to Lessee, whereupon this Lease and sucn Options shall be deemed p to such Security Device, notwithstanding the relative dates ct the dccumentanon or recordation thereof. 30.2 foreclosure

Attornment.

In the event that Lessor transfers

title to the Premises,

or the Premises- are acquired

by another

upon

or termination of a Security pevce to which this Lease is subordinated (i) Lessee shall, subject to the non·disturba! prcvlstone of Paragraph 30.31 attorn' to such nevi owner, and upon request, enter into a new 'lease, containing all of the terms, provisionS of this Lease, with such new owner for the remainder of the term hereof, or, at the election of such new owner, this Le: shall automatically become a new lease between Lessee and such new owner, upon all of the terms and conditions hereof for remainder 01 the term hereof, and (ij) Lesser shall thereafter be relieved of any further obligations hereunder and such new cwner st assume all of Lessor's obligations hereunder, except that such new owner shall not (a) be liable fOT any act or omission of any p lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject 10 any offsets or defenses which Les$ee mi have against any prior lessor, (c) be bound by prepayment of more than ore month's rent, or (d) be: liable for the return of any secu deposit paid to any prior lesson 30.3 Non~Oistutbanc::e. With respect to Security DeviCes entered into by Lessor after the execution of thla Lease, Leese subordination of,this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "NoowDisturbal Agreement") from the Lender which Non·Disturbance Agreement provides that Lessee's possession of the Premises, and this Lea including any options to-extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the rec owner of the Premises. Further, within 60 days after lhe execuncn of this. Lease. Lessor shall use its commercially reasonable effort obtain a Non-Disturbance Agreement from 1he holder of any pre-existing Security Device which Is secured by 'U"lePremises. In the e\' that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, dire contact Lender end attempt to m:~gQtiata for the execution and delivery of a Ncn-Dtsterbance Agreement,.

3004 Self-Executing~ The agreements contaIned In this Paragraph 30 shall be effective without the execution of any furl documents; provided, however. that. upon written request from Lessor or a Lender in connection with a sale, financing or re1inanc-in! the Premises, lessee and Lessor shall execute suoh hlrther writings as may be reasonably required to separately document , eubordlnatien, attornment and/or Non-Disturbance Agree"!1ent prOVided for herein. 31. Attom."ys' Pees, If any Farty or Broker brings an action or proceeding Involving the Premises whether founded In tort, contI or equity, or to decJi and expenses incurred in the preparanon and service of notices of Default and ccnsaltatlcru connection therewith, whether or not a lega! action is subsequently commenced in eonnection with such Default or reSUlting ere ($200 is. a reasonable minimum pet occurrence for such services and consultation). '

32.

Lessor's Aece$!SI;ShQwlng premise~; Repairs. Lessor and Lessor's agents shall heve the right to enter the Premises at time, in the case of an emergency, and Olh~rwi$e at reasonable times after reasonable prior notiCe for the purpose of $howing the $" to prospective purchasers. lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises Lessor may deem necessary or deSirable and the erecting, using and maintainrng of utilities, services, pipes and conduits through Premises and/or other pr4:!mi.ses as long as them is no material adverse ~ffect to Lessee's use of the Premises. All such activities e be wlthout abatement of rent or liability to Lessee. 33. Auctions.. Lessee ehen not eonduct, nor permIt to be conducted, any eucttcn uoon the Premises without Lessor's prior consent. Lessor shall not be obligated to exercise any standard of reascnableesss in detetmining whether to permit an auction.

wrt

34. Signs. Leeser may pl~ce on the Premises ordina.ry "For Sale" signs at any time and ordinary 'Por tease' signs durIng the ta months of the term hereof. Except for ordinary "for sublease" .signs, Lessee shall not place any sign upon the Promises withoo\ Less prior written eeneere. All signs must comply with all Applicable R~uirements. 35. Terminationj Merger. Unless.speclncally stated otherwise in writing by Lessor, the voluntary or o~her surrender of this Lea$l Lessee, thl'"il:mutual termination or cancellation hereof or a termination hereof by Lessor for Breach by Lessee. shall automatic terminate any sublease or Jesser estate in the Premises; provided, however, that Lessor may elect to continue aoy one or an exis subtenancies. Lessor's failure within 10 days: folklWing any such event to electro the contrary by written notice to the holder of any s lesser interest, shall constitute Lessor's election to have :such event constitute the termination of such interest. 36, Com;::~nl$., Except as ctherwee provided "arein. wherever in this Lease the COnsent of a Party is required to an act by or to, cmer Party, such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including not limited to architects'. a.not'n~ys', engineel':;l' and other consultants' fe~) Incurred in the ccnstderencn of, O( response to, a reques Lessee for any Lessor consent, including but not limited to 90nsents to an a$signment, a subletting or the: presence or use ' Hazardous Substance, $ha!l be paid by Lessee upon reeeipt of an Invoice and supporting documentation therefor. Lessor's censer any act, assignment or subletting shall not constitute an acknowfedgment Ih<:l;tno Default or Breach by Lessee of this Lease exists, shall such consent be deemed a waive.r of any then existing Defauft or Breach, except as may be otherwise specificaUy stated In wr by Lessor at the time of such consent. The failurQ·to specify heroin any pal1icular condition 10 Lessor's consent shall not preclude imposition by Lessor at the time of consent of such further or other conditions as are thefl reasonable with reference to the partie matter fl)r which consent is being glv!)n, In the event that either Party disagrees w1th al"lY determination made by the other hereur and reasonably requests the reasons for euch determination, the determining party shall furnish its reasons in writing and in reesoru detail ~ahin 10 business days following such request. . 37 Qu?~n'Qr

S, .1

Exwuiloh.

! he Guarantors,

Ii any, snail each execute a guaranty in the form most rec€I!ntly published by th

lr"litiOlI~

@2002- Amer1can Industrial

PAGE 1"20114

Real Estate Asseeteucn

APR, 20, 2009

IMl.Istrial

A~al Esta,t~ Association,

P 14

NO, 321

CHARLES DUNN

12:00PM

and each such Guarantor

enen have the same obligations

as lessee

under this Lease.

if any Guarantor fails or refuses, upon request to provide; (a) evidence of the execution of the guaral'l1:y, !nc!Udlng the authority of the party signing on Guarantor's behalf to obligate Guarantor. and io the case of a c?rporate euereraor, a cenlfied copy,?f a resolution .of its board o~ directors authCJrizing the making of such guaranty, (b) current financIal statements, (0) an Estoppel CertifIcate. or (d) written confirmation that the guaranty is stil! in effect. 37.2

36.

~efault.

It shall con~titute

QUie,t Pessessien,

a Default (If the Lessee

Subject to payment by Lessee of the Rent and performance of all of the covenants. ccndlnons and provisions and performed under thls Lease, Lessee shall have- quiet possessrcn and quiet eM.joymel'lt (If thE

On Lessee s part to be observed Premises dunng the term hereof. 3.9.

Options.

If Lessee is granted

an Option, as defined

below, then ttle following provisions

shall apply:

39.1 Definition. "Option"" shall mean: (a) the right to extend the term of or renew this le~$e.or to extend or renew any lease that Lessee has On other property of Lessor; (b) the right of first refusal Or first offer to lease either [he Premises or other property 01 Lessor: (c) the right to purchase or the tight of first refusal to purchase the Premises cr other property of Lessor. 39.2 Options Pet'SonalTo Original Lf;!;ssee. Any Option granted to Lessee In thi$ Lease is pei'$Ooal to the original Le$sE!Q.and cannot be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in fun possess!on o! the Premises and, if requested by Lessor, with lessee certifying that Lessee has no intention of themafter assigning or subletfing. 39.3 MuJtipte Options. In the event that Lessee has any multiple Options to extend Or renew this Lease. a later Option cannot be exercised unless the prior Options have been validly exerceed.

39.4

Effect of Default on Options.

(a) Lessee shalf have no r'ghUo exerclse an Option: (i) during the period commencing with the giving ot any notice of Oefaull and continuing until said Default is cured, (ii) during the 'pe-riod of time any Rent is unpaid (without regard to whether notice thereof is given Lessee). (m) during the time Lessee is in Breach of this Lease, O~(iv) in the event that Lessee has been given 3 or more notices of separate Default, whelher or not the O~ult.s are cured, during the 12 month period immediately pree¢ding the exercise of the Option.

(b) The period of time within which an Option may be exerciSed shall not be extended or enlarged by reason of Lessee's Option because of the provisions of Paragraph 39.4(a). . (0) An Option shall terminate and be of no further force or effect, M!:Withstanding Lessee's due- and timely exercise of the Option, If, after such exercise and prior to the commencement of the extended term or completion of the purchase, (Q Lessee fails to pay Rent tor a period ot 30 days after such Rent becomes due (without any necessity of Lessor to give: notice thereof), or Oi) if Lessee

inability to exercise an

commits

a Breach of this Lease.

40. MuJtiple Buildings..' If the Premises are a part of a group of buildings controlled by lessor, Lessee agrees that it will abide by and conform to all reasonable rules and regulations which Lessor may make from time to time for the management, safety, a.nd cere of said properties, including the care and cleanliness (If the grounds anCllncluding Ihe pa.rking, loading and unloading of vehicles. and to cause its emptcyees, suppliers, sblppers, customers, contractors and swneee to so abide and conform. Lessee elsa agrep-s to pay its fair share of common expenses incurred in connection with such rules and regulations. 41.

Sec:urity

Measures.

Lessee

hereby acknowledges

that the Bent payable to lessor

hereunder

does not include the cost of guard

service or other security measures. and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agent$. and invitees and their property from the acts of third parties. 42. Reservatlens. Lessor reserves to itself the right, from time to time, to grant. without the consent or Joinder of Lessee, such easements, righls and dedications that Lessor deems necessary; and to cause the tecol'dation of parcel maps and restrictions. so long as such easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the !'-remise$: by Lessee. lessee agrees to sign any documents reasonably requested by Lesser to effectuate any such easement rights, dedication, map or restrictions.

43. Performance Uhdl!lr Protest. If at any time: a dispute shall arise: as to any amount or SUIT! of money to be paid by one Party to the other under the provisions hereof. the Party against whom the obligation to pay the money is asserted shall have tJ1eright to make payment "under protest" and such payment shall "0\ be regarded as a voluntary payment and there shall survive the right on the part of said Party to instiMe suit for recovery of such sum. If it shall be adjudged that there was no legal obligation on the part of seid Perty to pay such Sum or any part theT"eof, said Party shall be entit!ed to' recover such sum or so much thereof as it was not legally required to P"Y44.

Authority; Multiple Parties; Executlcn. '(a) If either Party hereto is a corporation,

trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behalf of such entity represents and warrants that he or she is duly avthorized to execute and deliver this Lease on its behalf. Each party shall, within 30 days after request, deliver to the other party satisfactory evidence of such authority,

(b) If this Lease is: executed by more than one person or en~ity as 't.easee", each such person or entity shall be jOintry and severally liable hereunder. It is agreed that anyone of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancilla.ry ntereto and bind all of the named Lessees, and lessor may rely on the same as if all of the named Lessees had executed such document. (c)

ihi$ Lease may be executed by the Parties in counterparts,

each of which shell be deemed an original and an of which

loge-thef shall constitute one and the same ins1rumel1t. 45.

by the

Conflict. Any conflict between the printed provisions typewritten or handwritten provisions,

of this Lease and typewritten

or hendwrrtten

provisiens

shall be conVened

Offef. Preparanon of this Lease by either Party or their aqent and submission of same to the ether Party shall not be deemed an offer to lease to the other Party. This Lease: is not intended to be binding unm executed and derrwred by all Parties hereto. 47. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder. lessee agrees to make such reasonable non-monetary modIfications to this Lease as may be reasonably required by 3: Lender in connection With the obtaining of norma! financing Or refina.ncing

46.

of the Premises. 48, Waiver of Jury Tr~l. PROCeeOING INVOLVING

THE PARTJES HEREBY WAIVE THEIR RE::SPECnvE R1GHTSTOIRIAL THE PROPERTY OR ARISING OUT OFTHIS AGREEMENT.

BY JURY IN A.fIlY AC110N OR

49. Mediation and Arb~ration at Disputes, An Addendum requifin9 the' Mediation and/or the Arbllrat!on of all disputes between the Pentee and/or Brokers arising out of this Lease 0 is 0 is not attached to 1his lease. SO. Amerie:ans- with Disabilities Act. SInce compliance with the Americans with Oisabillties Act (ADA) is dependent upon Lessee's .speoiflc use of the Premises. Lesser makes no warranty Or representation as to whether or not the Premises comply with AOA or any simil.a.r legislation. 111the event that Lessee's use of the Premises requires modifications or additions to the Premises in order to be in ADA compliance. Lessee agrees to make- any such necessary modilica.tions tn'IdJor additions at Lessee's expense.

Ini1ial$

PAGE 130f 14

Inltial$

NO. 321

P. 15 "i!:I

.... 'I$OR AND L.5SSEE HAVE GAAEl"UCLY READ AND AS-VIEWeD THIS leASE AND EACH TERM ANC PROVISION CONTAINEO "'.RElN, AND IN '!'HIS EX5C1JTlQ1'I OFTH18 LEAS. SHOW THEIR INFORMED AND VOLUNTAm' COi'/SONT TrlliiRSTO. TIlE PARn\;S H!;f!EEW AGl'lEE THAt, A'tTHE riME THIS lEAse IS EXECUTED. TM.1'I::F\M$ OF 'tHIS lEASE """ COMMeJ1CIA"LY A~IlON/>Il[E AND El"FECtUATETHe INTENT AN~ PURPose of LESSOR AN!) ~s~ WI"" Rl3'lJ'iEGTTO THE PFIEMISJ;S. Arrmuorg,

NO ReP~EiS6M1'ImON OR ~!lCOIO""NCATION

IS t.lADE BY THE AUEIlICAN

INDUSTRIAL ~EAl.ESTATE

ASSOClAnoN O~ ElY AtN ~11()~ A$ TO THE! LEGA.l SlJPFlCIE!NCYt L.eaAt.. er~t;¢T~ OR 'TAX OONsmuEN~ OF 'THIS UiA.$t:. OI't1'Ht;'TRA.NSAC'r'I¢Nl'O WH1CH 11''f.!I~' THE PARnES ARc: Uf\GEOTO: 1. SEEK: AOVIC!.E01=" Q(lIJNSEf., ASTO THE t.eGAt.. ANOTAX CONSEOUENCl$ OF'f1'US LeAse. 2. AETAtN I\PPRQPAIA11i! OONSULTANrsTO REVIEW ANO tNV~TSTHE OONCmOO OFThIl;:l PAEMJSf:S. SAID INVI!!$Tl'GATlON SHOULD I~OUJ'Oe BIJT NOT BE U&1~b TO; THE POS$IBLE PRESEHCt:! OF HRAA))oUS

St1~ANOSSt 110ft;; ~Or>iING OF THE PR'E.UI$I;$, lHS STmJOTVnAlltfl'~1=i1"rl'1 nU: COl\IOiTION OF me ROOF AND OPERATING SYSTeMS, COMPUAtlcsWl1'll rHE AMERICANS WITH DISASILlTl"s At::r ANb THE SUITA!lJLlTY OF THe

p~l;Ml$es FORLESS." ... '''''''''''''0 It!.~

use.

1f'1fiE PNEM!Ses ARE! LClCATED iN A stATe OniERTHAN CA.l...IFORNIA,¢ti'RT,I:\IN P~OVJ.StON$ o~l'HS. MAY MEEO TO ae f1ISVIS£::D TO COMPLY WITH T1"IE LAWS OF -me 31A1"E IN WHICH THe ~!l(I':SMISES ARE

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APR. 20. 2009

12:01PM

CHARLES DUNN

NO. 321

ADDENDUM

Dated this

W" day I)f April.

TO STANDARD

P. 16

LEASE

2009, By and Between The Levine Family Trust (Lessor)

And

Steffanee LaTier

5 L Options to E term (the" First ptio " r a period of one (I) year (the" First Option Term") which First Option Term shall be exercisable by written notice delivered by Lessee to Lessor as provided in 51 (d) below. Lessee shall have a second Option to extend the Lease term (the "Second Option") fur a period of one (1) year (the "Second Option Term") whicb Second Option Term shall be exercisable by written notice delivered by Lessee to Lessor as provided in 51 (d ) below: (a)

(b)

Upon proper exercise of the First Option, the initial Lease Term shall be extended by the First Option Term, subject to every term and condition oftbis Lease; Upon proper ex er cise of the Second Option the Lease Term shall be further extended by the Second Option Teon, subject to every term and condition of this lease.

(c) All Options shall be exercised by Lessee by delivering notices to Lessor (the "Option Notice") not less than three (3) months prior to the expiration of the initial Lease Term and First Option Term staring that Lessee is interested in exercising the applicable Option.

52 As-Is, Lessee acknowledges that it bas inspected the Premises and accepts the Premises in its present "as-is" condition. Lessor does not warrant the condition of the Premises except as otherwise specifically stated in this Lease. Lessee also accepts the Premises in "where-is" condition. Lessee shall be fully responsible fur complianee with and paying the cost of all applicable laws pertaining to the condition and use of the Premises (including bot not limited to the Americans with Disabilities Act, OSHA. zoning, permits and/or modifications to the structure, electrical, plumbing, HV AC or anyhow other systems which are required as the result of any alterations undertaken by Lessee with regard to the Premises which prompt any governmental anthority or regulating agency to conduct inspections and/or impose restrictions or modifications on the property). 53. Assignment and Subletting, Notwithstanding any other provision of the Lease or this Addendum, in the event that Lessee wishes to assign, transfer or sublet all or any part of its interest in the Lease or in the Premises, Lessee shall notify Lessor of

APt 20. 2009 12:02PM

CHARLES

NO. 321

DUNN

P. 17

such intention, ~hereupon Lessor shall have, and is hereby granted, a right of first refusal pursuant to which Lessor may, in lieu of granting its consent, release Lessee from its obligations under the Lease and recover possession of the Premises. Lessor must exercise its right offirst refusal within thirty (30) days following receipt of'Lessee's notice of intention to assign, transfer Or sublet. Lessee's notice shall contain all relevant

economic information relative to the assignment or sublease. 54. Signage. Any and all signs placed on the Premises by Lessee shan be subject to approval by Lessor and at a minimum shall comply with all applicable laws, covenants or restrictions of record, Building Codes, regulations and ordinances in effect on the Start Date. Under no circumstances may any sign placed on the Premises by Lessee obscure, block or interfere with the signs of contiguous buildings inhabited by other businesses whether or not such building ....e owned by Lessor, 55. Limitations of Lessor' s Liability. Notwithstanding anything to the contrary contaiaed in this Lease, Lessee shall look solely to insurance proceeds for collection of any judgment, arbitration award or other such award requiring payment of money by Lessor to Lessee in the event of any default or breach by Lessor of the terms, covenants or conditions of'this Lease to be observed andlor performed by Lessor or otherwise relating to the Premises. Altemati""ly, if no such insurance exists Or provides coverage for such obligations (s), Lessee may satisfy such obligations (s) and/or judgment (s) against the personal property of Lessor but not against any real property or real estate owned by Lessor.

56, Rent Adju_ent. Commencing in the First Option Term, as of March IS'" (the Adju_ent Date) of each year during esch OptionTenn, Base Rent shall be lUijusted to include a Consumer Price Index Adju_en!, which shall be determined by multiplying the Base Rent on the commencement date by a fraction, the numerator of which shall be the United States Depattment of Labor Revised Consumer Price Index, Los AngelesAnaheim-Riverside Metropolitan Ares for Urban Wage Earners and Clerical Workers, All Items (1982184=100) established monthly by the Bureau ofLabor Statistics ( the Index) fur the month innnediately preceding the Adjustment Date and the denominator shall be the Iudex fur the month innnediateJy prior to the Commencement Date, subtracting said Base Rent therefrom. Notwithstanding aoything to the contrary contained herein, the Base Rent (including the Consumer Price Index Adju_ent) shall not be less after any such Adjustment than immediately prior thereto. The Consumer Price Index Adjustment shall b. paY."ble together with Base Rent which shall remain fixed until the next Adjustment Date recognizing the possibility that the Index may not he available until after the Adju_enl Date, Lessee agrees to pay retroactively any Consumer Price Index Adjustment payable fur the prior from the Adjustment Date until Lessee is notified of the Adju_ent. No subsequent Adjustments, retroactive or otherwise, shall be made because of any revision which may late be made to the published figures used in any Adju_em, In the event that the Index is modified, discontinued or the responsibility therefor is transferred to any other governmental department, buresu ~r agency, Lessor may reasonably select another comparable index

2

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APR. 20. 2009

12:02PM

CHARLES DUNN

NO. 321

P. 18

.

And such selection shall be binding upon Lessee in all respects. The provision of this paragraph 56 pertains to the Option Terms and Base Rent shall be adjusted annually during the Option Terms in the same manner as described above.

57. In the event federal, state or local government render the operation of the business of tenant impossible, commercially unreasonable, Or illegal, then tenant shall have the option to: a) terminate this lease on thirty days notice, and thereafter cease accruing further rental obligations hereunder. b) undertake a different line of business provided the use is legal pursuant to the law of the State, or c) sublease and/or assign the lease, for which consent of the landlord shall be required but not unreasonably withheld.