City Council and Authorities Concurrent
October 7, 2025

City of
Santa Clara
Tho Cantor of Whal'U l'oGsibla
Date: October 27, 2015
To: City Manager for Council Action
From: Director of Electric Utility
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f! AGENDA ITEM#: \ (o (3 • \ .(J
l AGENDA REPORT
Subject: Approval of Five Year Standard Industrial/Commercial Multi-Tenant Lease - Net Agreement with Gahrahmat Family Limited Partnership 11, LP (APN 224-04-090) for Commercial Space at 881 Martin Street for Electric Department Resources, Power Trading and Marketing and Customer Services Divisions

EXECUTIVE SUMMARY
The Electric Department is currently leasing office space across Lincoln Street from City Hall at 1601 Civic Center Drive to house the Resources, Power Trading, Marketing and Customer Services Divisions on a month to month gross lease at $2.75 per square foot. In April, 2015 the building was sold and the new lease will go to a 5 year triple net lease which will include a share of operating expenses, insurance and property tax, with an estimated cost of approximately $3,00 per square foot. The City would also be responsible for 51% of any potential expenses for capltal improvements in the common areas of the building over the next five years.

The Electric Department has located another parcel which is approximately 32,000 square feet of building space, which Is centrally located between City Hall, the Electric Corporation yard and the Donald Von Raesfeld Power Plant. This lease is a five year triple net lease for $1.10 per square foot, plus $.22 per square foot triple net expenses for a total of $1.32 per square foot. The City would also be responsible for 58% of any potential expenses for capital improvements in the common areas of the building over the next five years. Major equipment (air handling units, backup generator) have been recently updated at this newer building so significantly lower capital improvements are expected. Landlord is funding $160,000 in tenant improvements toward the expected $300,000 move-in costs. Staff proposes to enter into a Standard Industrial/Commercial Multi-Tenant Lease- Net Agreement with Gahrahmat Family Limited Partnership II, LP. A copy of the Lease Agreement with Gahrahmat Family Limited Partnership LP can be viewed on the City's website or is available in the City Clerk's Office for review during normal business hours.

ADVANTAGES AND DISADVANTAGES OF ISSUE
The office space requirements for the Department Resources, Power Trading and Marketing and Customer Services Divisions cannot be met by current City facilities. The non-existence of adequate facilities will hinder the Department's ability to meet plan objectives. Entering into this agreement Will require an overlap of three months of lease payments, and will mitigate the current risk of the month-to-month tenancy and reduce the risk of significant Capital Improvement costs at the existing location. Tenant improvements will begin November 1, 2015, with a move-in date of January, 2016.

ECONOMIC/FISCAL IMPACT
The rent for the first year of this five-year lease is to be $1.10 per square foot plus $.22 triple net expense, for a total of $1.32 per square foot. Base rent is subject to a 3% annual escalation. The cost for the first year of this lease will be $514,704.96. Sufficient funds are available in the Electric Department Contractual Services/Not Classified account, 091-1356-87870-(F)92300.

Subject: Standard lndustrlal/Commercial Multi-Tenant Lease with Gahrahmat Family Limited Partnership II, LP
Page2

RECOMMENDATION
That the Council approve, and authorize the City Manager to execute, a Five Year Standard Industrial/Commercial Multi-Tenant Lease - Net Agreement with Gahrahmat Family Limited Partnership 11, LP (APN 224-04-090), for an expected cost of $514,704.96 in the first year for commercial space at 881 Martin Ave. for the Electric Department Resources, Power Trading and Marketing and Customer Service Divisions, in substantially the form presented, subject to final review and approval by the City Attorney's Office.

APPROVED:
-;>n,.~ /q . d ~--"'. 1< ,~1
b.J'lJulio J. Fuentes >
City Manager
Documents Related to this Report:
~QI.I
Certified as to Availability of FundsP
091-1356-87870 $514,704.96
~a~ Gary;i;{ng '-f..

Director of Finance/
Assistant City Manager
MAJORITY VOTE oi: COUNCIL
1) Standard lndustriaVCommercial Mufti-Tenant Lease - Net with Gahrahmat Family Limited Partnership If, LP
F:\COUNCIL\ACTI0N\RES0URCES·P0WER TRADING\DS.GAHRAHMAT LEASE 881 MARTIN.CAO15.1333.D0C

AIR COMMERCIAL REAL ESTATE ASSOCIATION
STANDARD INDUSTRIAL/COMMERCIAL MUL Tl-TENANT LEASE - NET

1. Basic Provisions ("Basic Provisions").

1.1 Parlies: This Lease ("Lease"), dated for reference purposes only ~O~c~t~o~b-=e~r~9-'----'2'-0'--'1=-~ -------- - - is made by and between Gahrahmat Family Limited Partnership II, LP ("Lessor")
and City of Santa Clara dba Silicon Valley Power
("Lessee"), (collectively the "Parties", or individually a "Party").

1.2(a) Premises: That certain portion of the Project (as defined below), including all improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by the street address ol -=8-=8-=1'---'-M==a==r'-'tc.cic.cn-'--'A-"-v-'-'e~n~u=e~--- - ------- - - - located in the City ol Santa Clara ,CountyolSanta Clara ,Stateol California , with zip code 95050 , as outlined on Exhibit_A _ _ _ attached hereto ("Premises") and generally described as (describe briefly the nature of the Premises): an approximately 32 , 49 4 rent able square foot portion of a larger approximately 56,239 square foot R&D building. The street address of the Premises is subject to change due to city requirements In addition to Lessee's rights to use and occupy the Premises as hereinafter specified, Lessee shall have non-exclusive rights to any utility raceways of the building containing the Premises ("Bulldlng") and to the common Areas (as defined in Paragraph 2.7 below), but shall not have any rights to the roof or exterior walls of the Building or to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon which they are located, along with all other buildings and improvements thereon, are herein collectively referred to as the "Project." (See also Paragraph 2)

1.2(b) Parklng:One Hundred Twenty Eight (128) unreservedvehicleparkingspaces. (SeealsoParagraph2.6)

1.3 Term: Five (5) years and Zero (0) months ("Original Term") commencing November 1, 2015 ("Commencement Date") and ending October 31, 2020 ("Explra lion Date"). (See also Paragraph 3)

1.4 Early Possession: II the Premises are available Lessee may have non-exclusive possession of the Premises- eamFReReiRg upon full lease execution so long as Lessee does not interfere with Tenant Improvements Early Possession Date").
(See also Paragraphs 3.2 and 3.3)

1.5 Base Rent: S_......a=....;..;;.;;.;c..;;.;a-'--- per month ("Base Rent"), payable on the ~ day of each month commencing November 1 2015 . (See also Paragraph 4)
0 II this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See Paragraph .c.5-=0 _ ____ _

1.6 Lessee's Share of Common Area Operating Expenses: Fifty - seven and 78/l0Dths percent (57. 78%) of the Bulldlne and Twenty and 62/100the percent (20.621) of the Project ("Lessee's Share"). In the event that the size of the Premises and/or the Project are modified during the term of this Lease, Lessor shall recalculate Lessee's Share to reflect such modification.

Leeeor eetlmatee the 2016 Common Area 0peratlne Eicpeneee at $0.22 per renta17le e~uare foot per month which Is $7,1-48.68 per month plus pro-rata ehare of '1ulldln9/project's utilltles.

1.7 Base Rent and Other Monies Paid Upon Execution:
(a) BaseRent: $35,743.40 fortheperiodNovember 1, 2015 - November 31, 2015 (b) Common Area Operating Expenses: $7,148.68 for the period November 1 , 2015 - November 30, 2015
(c) Security Deposit: SD • DD ("Security Deposit"). (See also Paragraph 5) (e) Total Due Upon Execution of this Lease: $fu -'<mi=~· 0=8~- --- -

1.8 Agreed Use: General office and all other legal uses. . (See also Paragraph 6)

1.9 Insuring Party. Lessor is the "Insuring Party". (See also Paragraph 8)

1. 10 Real Estate Brokers: (See also Paragraph 15 and 25) (a) Representation: The following real estate brokers (the "Brokers") and brokerage relationships exist in this transaction (check applicable boxes):
 - --- --- --- - - ------------------- represents Lessor exclusively ("Lessor's Broker"); ----- ----- ----- - - --- - - --- - - -- represents Lessee exclusively ("Lessee's Broker"); or 0 Cassidy Turley Commercial Real Estate Services, Inc., dba Cushman and Wakefield represents both Lessor and Lessee ("Dual Agency").
(b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor shall pay to the Brokers the brokerage lee agreed to in a separate written agreement {eF -iklllMe-ltHla s11ell agFFe-1;-411&-SIIFR el 8F 'II. al Ille te~ -AeR!l-for the brokerage services rendered by the Brokers. +.H- -GllararneF. :ille ebligatie-r--llle bessee YRdeHllis-bease--aFe-le be g11araRlee&--e' 'f-:============ ================================--f"Gll411'aRIDf' 'td -See-also Paragraf!ll 37) \\ 1.12
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Attachments. Allached hereto are the following, all of which constitute a part of lhis Lease:

PAGE 1 OF 17
@1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E li1I an Addendum consisting of Paragraphs --=5-=0'----- - - through li1I a site plan depicting the Premises ("Exhll11t A"); li1I a site plan depicting the Project ("Exhll11t 6");
D a current set of the Rules and Regulations for the Project; D a current set of the Rules and Regulations adopted by the owners' association; D a Work Letter;
57 li1I other (specify); Agency Confirmation (Attachment Al; Real Property Disclosures (Attachment B);

2. Premises.

2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the Premises, for the term, al the rental, and upon all of the terms, covenants and conditions set forth in this Lease. While the approximate square footage of the Premises may have been used in the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT tied to square footage and is not subject to adjustment should the actual size be determined to be different. NOTE: Lessee is advised to verify the actual size prior to executing this Lease. 22 Condition. Lessor shall deliver that portion of the Premises contained within the Building ('Unit") to Lessee broom clean and free of debris on the Commencement Date or the Early Possession Date, whichever first occurs ("Start Date"i and, so long as the required service contracts described in Paragraph 7.1 (b) below are obtained by Lessee and in effect withn thirty days following the Start Date, warrants that the existing el~lumbing, fire sprinkler, liglltiAg;-heating, ventilating and air conditioning systems ("HVAC"), loading doors, sump pumps, if any, and all other such elements in the Unit, other than those constructed by Lessee, shall be in good operating condition on said date, that the structural elements of the roof, bearing walls and foundation of the Unit shall be free of material defects, and that the Unit does not contain hazardous levels of any mold or fungi defined as toxic under applicable state or federal law. If a non-compliance with such warranty exists as of the Start Date, or if one of such systems or elements should malfunction or fail within the appropriate warranty period, Lessor shall, as Lessofs sole obligation with respect to such matter, except as otherwise provided in this Lease, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, malfunction or failure, rectify same at Lessor's expense. The warranty periods shall be as follows: (i) 6 months as to the HVAC systems, and (ii) 30 days as to the remaining systems and other elements of the Unit. if Lessee does not give Lessor the required notice within the appropriate warranty period, correction of any such non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee's sole cost and expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing walls • see Paragraph 7). Lessor also warrants, that unless otherwise specified in writing, Lessor is unaware of (i) any recorded Notices of Default affecting the Premise; (ii) any delinquent amounts due under any loan secured by the Premises; and (iii) any bankruptcy proceeding affecting the Premises.

2.3 Compliance. Lessor warrants that to the best of its knowledge the improvements on the Premises comply with the building codes, applicable laws, covenants or restrictions of record, regulations, and ordinances ("Applfcable Requirements") that were in effect at the time that each improvement, or portion thereof, was constructed. Said warranty does not apply to the use to which Lessee will put the Premises, modifications which may be required by the Americans with Disabilities Act or any similar laws as a resull of Lessee's use (see Paragraph 49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee Is responsible for determining whether or not the Applicable Requirements and especially the zoning are appropriate for Lessee's Intended use, and acknowledges that past uses of the Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor shalt, except as otherwise provided, promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compliance, rectify the same at Lessofs expense. ff Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months following the Start Date, correction of lhat non-compliance shall be the obligation of Lessee at Lessee's sole cost and expense. If the Applicable Requirements are hereafter changed so as to require during the term of this Lease the construction of an addition to or an alteration of the Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or other physical modification of the Unit, Premises and/or BuHding ("Capftal Expenditure"), Lessor and Lessee shall allocate the cost of such work as follows:
(a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result of the specific and unique use of the Premises by Lessee as compared with uses by tenants in general, Lessee shall be fully responsible for the cost thereof, provided, however that if such Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months' Base Rent, Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days after receipt of Lessee's termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months' Base Rent. ff Lessee elects termination, Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such termination date shall, however, in no event be earlier than the last day that Lessee could legally utilize the Premises without commencing such Capital Expenditure.
(b) If such Capital Expenditure is not the result of the specific and unique use of the Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor shall pay for such Capital Expenditure and Lessee shall only be obligated to pay, each month during the remainder of the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an amount equal to 11144th of the portion of such costs reasonably attributable lo the Premises. Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however, such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably determines that it is not economically feasible to pay its share thereof, Lessor shalt have the option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies Lessor, in writing, within 10 days after receipt of Lessor's termination notice that Lessee will pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with Interest, from Rent until Lessofs share of such costs have been fully paid. If Lessee is unable to finance Lessor's share, or if the balance of the Rent due and payable for the remainder of this Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shalt have the right to terminate this Lease upon 30 days written notice to Lessor.
(c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity of use, or modification to the Premises then, and in that event, Lessee shall either: (i) immediately cease such changed use or intensity of use and/or take such other steps as may be necessary to eliminate the requirement for such Capilal Expenditure, or (ii) complete such Capital Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.

2.4 Acknowledgements. Lessee acknowledges that: (a) It has been given an opportunily to inspect and measure the Premises, (b) it has been advised by Lessor and/or Brokers to satisfy ilself wilh respecl to the size and condilion of the Premises (including bul nor limited to the eleclrical, HVAC and fire sprinkler systems, security, environmenlal aspects, and compliance wilh Applicable Requiremenls and the Americans wilh Disabilities Acl), and lheir suitability for Lessee's intended use, (c) Lessee has made such investigation as it deems necessary with reference to such matters and assumes all responsibility therefor as the same relate to its occupancy of the Premises, (d) it is not relying on any representation as to the size of e Premises made by Brokers or Lessor, (e) the square footage of the Premises was not material to Lessee's decision to lease the Premises PAGE2 OF17
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©1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E and pay the Rent stated herein, and (I) neither Lessor, Lessor's agents, nor Brokers have made any oral or wrilten representations or warranties with respect to said mailers other than as set forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have made no representations, promises or warranties concerning Lessee's ability to honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's sole responsibility to investigate the financial capabiDty and/or suitability of all proposed tenants.

2.5 Lessee as Prior Owner/0:cupant. The warranties made by Lessor in Paragraph 2 shall be of no force or effect ii immediately prior to the Start Date Lessee was the owner or occupant of the Premises. In such event, Lessee shall be responsible for any necessary corrective work.

2.6 Vehicle Parking. Lessee shall be entitled to use the number of parking spaces specified in Paragraph 1.2(b) on those portions of the Common Areas designated from lime to time by Lessor for parking. Lessee shall not use more parking spaces than said number. Said parking spaces shall be used for parking by vehicles no larger than full-size passenger automobiles or pick-up trucks, herein called "Permitted Size Vehicles." Lessor may regulate the loading and unloading of veticles by adopting Rules and Regulations as provided in Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area without the prior writlen permission of Lessor. In addition:
(a) Lessee shall not permit or allow any veticles that belong to or are controlled by Lessee or Lessee's employees, suppliers, shippers, customers, contractors or invitees to be loaded, unloaded, or parked in areas other than those designated by Lessor for such activities.
(b) Lessee shall not service or store any vehicles in the Common Areas. (c) II Lessee permits or allows any of the prohibited activities described in this Paragraph 2.6, then Lessor shall have the right, wlhout notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.7 Common Areas - Definition. The term "Common Areas" is defined as all areas and facilities outside the Premises and within the exterior boundary line of the Project and interior utility raceways and installations wittin the Unit that are provided and designated by the Lessor from time to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and their respective employees, suppliers, stippers, customers, contractors and invitees, including parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways and landscaped areas.

2.8 Common Areas • Lessee's Rights. Lessor grants to Lessee, for the benefd of Lessee and its employees, suppliers, shippers, contractors, customers and invitees, during the term of this Lease, the non-exclusive right to use, in common with others entitled to such use, the Common Areas as they exist from lime to lime, subject to any rights, powers, and privileges reserved by Lessor under the terms hereof or under the terms of any rules and regulations or restrictions governing the use of the Project. Under no circumstances shall the right herein granted to use the Common Areas be deemed to include the right to store any property, temporarily or permanently, in the Common Areas. Any such storage shall be permilled only by the prior wrillen consent of Lessor or Lessor's designated agent, wtich consent may be revoked at any lime. In the event that any unauthorized storage shall occur then Lessor shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove the property and charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.

2.9 Common Areas • Rules and Regulations. Lessor or such other person(s) as Lessor may appoint shall have the exclusive control and management of the Common Areas and shall have the right, from lime to time, to establish, modify, amend and enforce reasonable rules and regulations ("Rules and Regulations") for the management, safety, care, and cleanliness of the grounds, the parking and unloading of veticles and the preservation of good order, as well as for the convenience of other occupants or tenants of the Building and the Project and their invitees. Lessee agrees to abide by and conform to all such Rules and Regulations, and shall use its best efforts to cause its employees, suppliers, stippers, customers, contractors and invitees to so abide and conform. Lessor shall not be responsible to Lessee for the non-compliance with said Rules and Regulations by other tenants of the Project.

2.10 Common Areas - Changes. Lessor shall have the right, in Lessofs sole discretion, from time to lime:
(a) To make changes to the Common Areas, including, without limitation, changes in the location, size, shape and number of driveways, entrances, parking spaces, parking areas, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;
remains available;
portion thereof; and
(b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable access to the Premises (c)
(d)
(e)
(I)
To designate other land outside the boundaries of the Project to be a part of the Common Areas; To add additional buildings and improvements to the Common Areas; To use the Common Areas while engaged in making additional improvements, repairs or alterations to the Project, or any To do and perform such other acts and make such other changes in, to or with respect to the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be appropriate.

3. Term.

3.1 Term. The Commencement Date, Expiration Date and Original Term of this Lease are as specified in Paragraph 1.3.

3.2 Early Possession. Any provision herein granting Lessee Ea~y Possession of the Premises is subject to and conditioned upon the Premises being available for such possession prior to the Commencement Date. Any grant cl Ea~y Possession only conveys a non-exclusive right to occupy the Premises. II Lessee totally or partially occupies the Premises prior to the Commencement Date, the obligation to pay Base Rent shall be abated for the period of such Ea~y Possession. AU other terms of this Lease (including but not limited to the obligations to pay Lessee's Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums and to maintain the Premises) shall be in effect during such period.

Any such Early Possession shall not affect the Expiration Date.

3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to deliver possession of the Premises to Lessee by the Commencement Date. II, despite said efforts, Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or change the Expiration Date. Lessee shall not, however, be obligated to pay Rent or perform its other obligations until Lessor delivers possession of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of Lessee. II possession is not delivered wittin 60 days alter the Commencement Date, as the same may be extended under the terms of any Work Leiter executed by Parties, Lessee may, at its option, by notice in writing wittin 10 days alter the end of such 60 day period, cancel this Lease, in wtich event the Parties shall be discharged from all obligations hereunder. II such written notice is not received by Lessor within said 1 O day period, Lessee's right to cancel shall terminate. II possession of the Premises is not deivered wiltin 120 days alter the Commencement Date, this Lease shall terminate unless other agreements are reached between Lessor and Lessee, in writing.
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© R COMMERCIAL REAL ESTATE ASSOCIATION
Lessee Compliance Lessor shall not be requ"1red to tender possession of the Premises to Lessee until Lessee complies with its PAGE 3 OF 17
FORM MTN-20-11/14E
obligation lo provide evidence of insurance (Paragraph 8.5). Pending delivery of such evidence, Lessee shall be required lo perform all of its obligations under this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessofs election to withhold possession pending receipt of such evidence of insurance. Further, ff Lessee is required to perform any other conditions prior to or concurrent with the Start Date, the Start Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.

4. Rent.

4.1 Rent Dellned. All monetary obligations of Lessee to Lessor under the terms of this Lease (except for the Security Deposit) are deemed to be rent ("Rent").

4.2 Common Area Operating Expenses. Lessee shall pay lo Lessor during the term hereof, in addition lo the Base Rent, Lessee's Share (as specified in Paragraph 1.6) of all Common Area Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in accordance with the following provisions:
(a) "Common Area Operating Expenses" are defined, for purposes of this Lease, as all costs relating to the ownership and operation of the Project, including, but not limited lo, the following:
(i) The operation, repair and maintenance, in neat, clean, good order and condition , and ii necessary the replacement, of the following:
(aa) The Common Areas and Common Area improvements, including parking areas, loading and unloading areas, trash areas, roadways, parkways, walkways, driveways, landscaped areas, bumpers, irrigation systems, Common Area lighting facilities, fences and gates, elevators, roofs, exterior walls of the buildings, building systems and roof drainage systems. (bb) Exterior signs and any tenant directories.
(cc) Any fire sprinkler systems.
(dd) AH other areas and improvements that are within the exterior boundaries of the Project but outside of the Premises and/or any other space occupied by a tenant. (ii) The cost of water, gas, electricity and telephone lo service the Common Areas and any utilities not separately metered.
(iii) The cost of trash disposal, pest control services, properly management, security services, owners' association dues and fees, the cost lo repaint the exterior of any structures and the cost of any environmental inspections. (iv) Reserves set aside for maintenance, repair and/or replacement of Common Area improvements and equipment.
(v) Real Properly Taxes (as defined in Paragraph 10).
(vi) The cost of the premiums for the insurance maintained by Lessor pursuant to Paragraph 8. (vii) Any deductible portion of an insured loss concerning the Building or the Common Areas. (viii) Auditors', accountants' and attorneys' fees and costs related to the operation, maintenance, repair and replacement of the Project.
(ix) The cost of any capital improvement to the Building or the Project not covered under the provisions of Paragraph 2.3 provided; however, that Lessor shall allocate the cost of any such capital improvement over a 12 year period and Lessee shall not be required to pay more than Lessee's Share of 11144th of the cost of such capital improvement in any given month. (x) The cost of any other services to be provided by Lessor that are slated elsewhere in this Lease to be a Common Area Operating Expense.
(b) Any Common Area Operating Expenses and Real Properly Taxes that are specifically attributable to the Unit, the Building or to any other building in the Project or to the operation, repair and maintenance thereof, shall be allocated entirely to such Unit, Building, or other building. However, any Common Area Operating Expenses and Real Property Taxes that are not specifically attributable lo the Building or to any other building or to the operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings in the Project. (c) The inclusion of the improvements, facilities and services set for1h in Subparagraph 4.2(a) shall not be deemed to impose an obligalion upon Lessor to either have said improvements or facilities or to provide those services unless the Project already has the same, Lessor already provides the selvices, or Lessor has agreed elsewhere in this Lease to provide the same or some of them. (d) Lessee's Share of Common Area Operating Expenses is payable monthly on the same day as the Base Rent is due hereunder. The amount of such payments shall be based on Lesso(s estimate of the annual Common Area Operating Expenses. Within 60 days after written request (but not more than once each year) Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee's Share of the actual Common Area Operating Expenses for the preceding year. If Lessee's payments during such year exceed Lessee's Share, Lessor shall credit the amount of such over-payment against Lessee's future payments. If Lessee's payments during such year were less than Lessee's Share, Lessee shall pay to Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement. (e) Common Area Operating Expenses shall not include any expenses paid by any tenant directly to third parties, or as lo which Lessor is otherwise reimbursed by any third party, other tenant, or insurance proceeds.

4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money of the United States, without offset or deduction (except as specifically permitted in this Lease), on or before the day on which ii is due. All monetary amounts shall be rounded to the nearest whole dollar. In the event that any invoice prepared by Lessor is inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated to pay the amount set forth in this Lease. Rent for any period during the term hereof which is for less than one full 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 herein or to such other persons or place as Lessor may from time to lime designate in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver of Lessor's rights to the balance of such Rent, regardless of Lessor's endorsement of any check so stating. In the event that any check, draft, or other instrument of payment given by Lessee to Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of$ 25 in addition to any Late Charge and Lessor, at its option, may require all future Rent be paid by cashier's check. Payments will be applied first to accrued late charges and attorney's fees, second to accrued interest, then to Base Rent and Common Area Operating Expenses, and any remaining amount to any other outstanding charges or costs.

5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit as security for Lessee's faithful perf ormance of its obligations under this Lease. If Lessee fails lo pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense, loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or any portion of the Security Deposit, Lessee shall within 1 O days after written request therefor deposit monies with Lessor sufficient to restore said Security Deposit lo the full amount required by this Lease. IHll& -Ba&e-ReAI iReleases -t!Yfi~ll& teFR! el lkis Lease;--"8ssee-&llall,WJ!811·WfflleA-f9Ellffl5!-ff8fR ~pasi~Hfl6Aies--willl -besseF-sa--tllal--tRIH&t~ al Ike Se611Fity--Qepesit-&hall-al-all -tiRe&-&eaf·ll!e-safflB-fff8pllfliaA -l8-lll& iAeFeasea-Base--Hefll-as-tile ·iAilial See11rity-flepesil-BBf&-kHRe-iRilia~Base~,--.Should the Agreed U;e be amended to accommodate a material e in the business of Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the Security Deposit to the PAGE4 OF17
®1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E extent necessary, in Lesso(s reasonable judgment, to account for any increased wear and tear that the Premises may suffer as a result thereof. If a change in control of Lessee occurs during this Lease and following such change the financial condition of Lessee is, in Lesso(s reasonable judgment, significantly reduced, Lessee shall deposit such additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a commercially reasonable level based on such change in financial condition. Lessor shall not be required to keep the Security Deposit separate from its general accounts. Within 90 days after the expiration or termination of this Lease, Lessor shall return that portion of the Security Deposit not used or applied by Lessor. No part of the Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for any monies to be paid by Lessee under this Lease.

6. Use.

6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other legal use which is reasonably comparable thereto, and for no other purpose. Lessee shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste or a nuisance, or that disturbs occupants of 01 causes damage to neighboring premises or properties. Other than guide, signal and seeing eye dogs, Lessee shall not keep or allow in the Premises any pets, animals, birds, fish, or reptiles. Lessor shall not unreasonably withhold or delay its consent to any written request for a modification of the Agreed Use, so long as the same will not impair the structural integrity of the Building or the mechanical or electrical systems therein, and/or is not significantly more burdensome to the Project. If Lessor elects to withhold consent, Lessor shall within 7 days after such request give written notification of same, which notice shall include an explanation of Lesso(s objections to the change in the Agreed Use.

6.2 Hazardous Substances.
(a) Reportable Uses Require Consent. The term "Hazardous Substance" as used in this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal, transportation, or release, either by itself or in combination with other materials expected to be on the Premises, is either: (i) potentially injurious to the public health, safely or welfare, the environment or the Premises, (ii) regulated or monitored by any governmental authority, or (iii) a basis for potential liability of Lessor to any governmental agency or third party under any applicable statute or common law theory. Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline, and/or crude oil or any products, by-products or fractions thereof. Lessee shall not engage in any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances without the express prior written consent of Less01 and timely compliance (al Lessee's expense) with all Applicable Requirements. "Reportable Use" shall mean (i) the installation or use of any above or below ground storage tank, (ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance that requires a permit from, or with respect to which a report, notice, registration or business plan is required to be filed with, any governmental authority, and/or (iii) the presence al the Premises of a Hazardous Substance with respect to which any Applicable Requirements requires that a notice be given to persons entering or occupying the Premises or neighboring properties.

Notwithstanding the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used in the normal course of the Agreed Use, ordinary office supplies (copier toner, liquid paper, glue, etc.) and common household cleaning materials, so long as such use is in compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary lo protect itself, the public, the Premises and/or the environment against damage, contamination, injury and/or liability, including, but not limited to, the installation (and removal on or before Lease expiration or termination) of protective modifications (such as concrete encasements) and/or increasing the Security Deposit. (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, thal a Hazardous Substance has come to be located in, on, under or about the Premises, other than as previously consented to by Lessor, Lessee shall immediately give wrilten notice of such fact to Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation which it has concerning the presence of such Hazardous Substance.
(c) Lessee Remediation. Lessee shall not cause or permil any Hazardous Substance to be spilled or released in, on, under, or about lhe Premises (including lhrough the plumbing or sanitary sewer system) and shall promptly, at Lessee's expense, comply with all Applicable Requirements and take all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or required, for lhe cleanup of any contamination of, and for lhe maintenance, security and/or monitoring of the Premises or neighboring properties, thal was caused or materially contributed to by Lessee, or perlaining to or involving any Hazardous Substance brought onto lhe Premises during the term of this Lease, by or for Lessee, or any lhird parly.
(d) Lessee Indemnification. Lessee shall indemnify, defend and hold Lessor, its agents, employees, lenders and ground lessor, if any, harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims, expenses, penalties, and allorneys' and consultants' fees arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that Lessee shall have no liability under this Lease with respect to underground migration of any Hazardous Substance under the Premises from areas outside of the Project not caused or contributed to by Lessee). Lessee's obligations shall include, but not be limited to, the effects of any contamination or injury to person, property or the environment crealed or suffered by Lessee, and the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive the expiration or termination of this Lease. No termination, cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with respect lo Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of such agreement. (e) Lessor lndemnlflcallon. Except as otherwise provided in paragraph 8.7, Lessor and its successors and assigns shall indemnify, defend, reimburse and hold Lessee, ils employees and lenders, harmless from and against any and all environmental damages, including lhe cost of remediation, which are suffered as a direct resull of Hazardous Subslances on the Premises prior to Lessee taking possession or which are caused by the gross negligence or willful misconduct of Lessor, its agenls or employees. Lessor's obligations, as and when required by the Applicable Requirements, shall include, but not be limiled lo, lhe cost of invesligation, removal, remediation, resloralion and/or abatement, and shall survive lhe expiration or termination of lhis Lease.
(I) Investigations and Remediations. Lessor shall retain the responsibility and pay for any investigations or remediation measures required by governmental entities having jurisdiction with respect to the existence of Hazardous Substances on the Premises prior to the Lessee taking possession, unless such remediation measure is required as a result of Lessee's use (including "Alterations", as defined in paragraph

7.3(a) below) of the Premises, in which event Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such activities al the request of Lessor, including allowing Lessor and Lesso(s agents to have reasonable access to the Premises al reasonable times in order to carry out Lesso(s investigative and remedial responsibilities.
(g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (el) occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which case Lessee shall make the investigation and remediation thereof required by the Applicable Requirements and this Lease shall continue in full force and effect, but subject to Lesso(s rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lesso(s option, ellher (i) investigate and remediate such Hazardous Substance Condition, if required, as soon as reasonably possible at Lesso(s expense, in which event this Lease shall continue in full force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the then monthly Base Rent o r $100,000, whichever is greater, give written notice Io Lessee, within 3 O days after receipt by Lessor o I knowledge ce of such Hazardous Substance Condition, of Lessor's desire to terminate this Lease as of the date 60 days following the date of such PAGE5OF17
©1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E notice. In the event Lessor elects lo give a termination notice, Lessee may, within 10 days thereafter, give wrillen notice lo Lessor of Lessee's commitment to pay the amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee shall provide Lessor with said funds or salisfaclory assurance thereof within 30 days following such commitment. In such event, this Lease shall continue in full force and effect, and Lessor shall proceed to make such remediation as soon as reasonably possible after the required funds are available. II Lessee does not give such notice and provide lhe required funds or assurance thereof within lhe lime provided, this Lease shall terminate as of the dale specilied in Lessor's notice of termination.

6.3 Lessee's Compliance with Applicable Requirements. Except as otherwise provided in this Lease, Lessee shall, al Lessee's sole expense, fully, diligently and in a timely manner, materially comply with all Applicable Requirements, the requirements of any applicable fire insurance underwriter or rating bureau, and the recommendations of Lessor's engineers and/or consultants which relate in any manner lo the Premises, without regard lo whether said Applicable Requirements are now in effect or become effective after the Start Dale. Lessee shall, within 10 days after receipt of Lessor's wrillen request, provide Lessor with copies of all permits and other documents, and other information evidencing Lessee's compliance with any Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify Lessor in writing (with copies of any documents involved) of any threatened or actual claim, notice, citation, warning, complaint or report pertaining to or involving the failure of Lessee or the Premises lo comply with any Applicable Requirements. Likewise, Lessee shall immediately give wrillen notice lo Lessor of: (i) any water damage lo the Premises and any suspected seepage, pooling, dampness or other condition conducive lo the production of mold; or (ii) any mustiness or other odors that might indicate the presence of mold in the Premises.

6.4 Inspection; Compliance. Lessor and Lesso(s "'Lender" (as defined in Paragraph 30) and consultants shall have the right to enter into Premises al any lime, in the case of an emergency, and otherwise al reasonable times after reasonable notice, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease. The cost of any such inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or a Hazardous Substance Condition (see Paragraph 9.1) is found lo exist or be imminent, or the inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon request reimburse Lessor for lhe cost of such inspection, so long as such inspection is reasonably related lo the violation or contamination. In addition, Lessee shall provide copies of all relevant material safely data sheets (MSDS) to Lessor within 10 days of the receipt of wrillen request therefor.

7. Maintenance; Repairs, Utility lnslalfalions; Trade Fixtures and Alterations.

7. 1 Lessee's Obligations.
(a) In General. Subject to the provisions of Paragraph 2.2 (Condition), 2.3 (Compliance), 6.3 (Lessee's Compliance with Applicable Requirements), 7.2 (Lessor's Obligations), 9 (Damage or Destruction), and 14 (Condemnation), Lessee shall, al Lessee's sole expense, keep the Premises, Utility Installations (intended for Lessee's exclusive use, no mailer where located), and Alterations in good order, condition and repair (whether or nol lhe portion of lhe Premises requiring repairs, or lhe means of repairing the same, are reasonably or readily accessible lo Lessee, and whether or nol lhe need for such repairs occurs as a result of Lessee's use, any prior use, the elements or the age of such portion of the Premises), including, but not limited lo, all equipment or facilities, such as plumbing, HVAC equipment, electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior surfaces of exterior walls, ceilings, floors, windows, doors, plate glass, and skylights but excluding any items which are lhe responsibility of Lessor pursuant lo Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall exercise and perform good maintenance practices, specifically including the procurement and maintenance of the service contracts required by Paragraph 7.1 (b) below.

Lessee's obligations shall include restorations, replacements or renewals when necessary to keep the Premises and all improvements thereon or a part thereof in good order, condition and slate of repair.
(b) Service Contracts. Lessee shall, al Lessee's sole expense, procure and maintain contracts, with copies to Lessor, in customary form and substance for, and with contractors specializing and experienced in the maintenance of the following equipment and improvements, if any, ff and when installed on the Premises: (i) HVAC equipment, (ii) boiler and pressure vessels, and (iii) clarifiers. However, Lessor reserves the right, upon notice to Lessee, to procure and maintain any or all of such service contracts, and Lessee shall reimburse Lessor, upon demand, for the cost thereof.
(c) Failure lo Perform. If Lessee fails lo perform Lessee's obligations under this Paragraph 7.1, Lessor may enter upon the Premises after 10 days' prior wrillen notice to Lessee (except in the case of an emergency, in which case no notice shall be required), perfonn such obligations on Lessee's behall, and put the Premises in good order, condition and repair, and Lessee shall promptly pay to Lessor a sum equal to 115% of the cost thereof.
(d) Replacement. Subject lo Lessee's indemnification of Lessor as set forth in Paragraph 8.7 below, and without relieving Lessee of liability resulting from Lessee's failure to exercise and perform good maintenance practices, if an item described in Paragraph 7.1(b) cannot be repaired other than al a cost which is in excess of 50% of the cost of replacing such item, then such item shall be replaced by Lessor, and the cost thereof shall be prorated between lhe Parties and Lessee shall only be obligated lo pay, each month during the remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal lo the product of multiplying the cost al such replacement by a fraction, the numerator of which is one, and the denominator of which is 144 (i.e. 11144th of the cost per month). Lessee shall pay Interest on the unamortized balance but may prepay its obligation al any time.

7.2 Lessor's Obligations. Subject lo the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance), 4.2 (Common Area Operating Expenses), 6 (Use), 7.1 (Lessee's Obligations), 9 (Damage or Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant lo Paragraph 4.2, shall keep in good order, condition and repair the foundations, exterior walls, structural condition of interior bearing walls, exterior roof, fire sprinkler system, Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lols, walkways, parkways, driveways, landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof, as well as providing the services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2. Lessor shall not be obligated to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated lo maintain, repair or replace windows, doors or plate glass of the Premises. Lessee expressly waives the benefit of any statute now or hereafter in eflect lo the extent ii is inconsistent with the tenns of this Lease.

7.3 Utility Installations; Trade Fixtures; Alterations. (a) Definitions. The term "Utility Installations" relers to all lloor and window coverings, air and/or vacuum lines, power panels, electrical distribution, security and fire protection systems, communication cabling, lighting fixtures, HVAC equipment, plumbing, and lencing in or 011 the Premises. The term "Trade Fixtures" shall mean Lessee's machinery and equipment thal can be removed without doing material damage to the Premises. The term "Alterations" shall mean any modilication of the improvements, other than Utility Installations or Trade Fixtures, whether by addition or deletion. "Lessee Owned Alterations and/or Utility lnslalfations" are defined as Alterations and/or Ulilily Installations made by Lessee lhal are not yel owned by Lessor pursuant lo Paragraph 7.4(a). (b) Consent. Lessee shall not make any Alterations or Utility Installations lo the Premises without Lessor's prior wrillen consent. Lessee may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof) without such consent but upon notice lo Lessor, as long as they are not visible from the outside, do not involve puncturing, relocating or removing the roof or any existing walls, will not affect the electrical, plumbing, HVAC, and/or life safely systems, and the cumulative cost thereof during this Lease as extended does not exceed a sum equal lo 3 month's Base Renl in the aggregate or a sum equal to one month's Base Renl in any one year. Notwithstanding lhe In PAGE6OF17 - J w ~
©1999 - AIR COMMERCIAL REAi. ESTATE ASSOCIATION FORM MTN-20-11/14E foregoing, Lessee shall not make or permit any roof penetrations and/or install anything on the roof without the prior writlen approval of Lessor. Lessor may, as a precondition to granting such approval, require Lessee to utilize a contractor chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which require the consent of the Lessor shall be presented to Lessor in written form with detailed plans. Consent shall be deemed conditioned upon Lessee's: (i) acquiring all applicable governmental permits, (ii) lumishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work, and (iii) compliance with all conditions of said permits and other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee shall promptly upon completion furnish Lessor with as-built plans and specilications. For work which costs an amount in excess of one month's Base Rent, Lessor may condition its consent upon Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon Lessee's posting an additional Security Deposit with Lessor. (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or alleged to have been furnished lo or for Lessee at or for use on the Premises, which claims are or may be secured by any mechanic's or materialman's lien against the Premises or any interest therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any work in, on or about the Premises, and Lessor shall have the right to post notices of non-responsibility. II Lessee shall contest the validity of any such lien, claim or demand, then Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the enforcement thereof. II Lessor shall require, Lessee shall lumish 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. II Lessor elects to participate in any such action, Lessee shall pay Lessor's atlorneys' lees and costs.

7.4 Ownership; Removal; Surrender; and Restoration.
(a) Ownership. Subject to Lessor's right to require removal or elect ownership as hereinafter provided, all Alterations and Utility Installations made by Lessee shall be the property of Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the owner of all or any specified part of the Lessee Owned Alterations and Utility Installations. Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned Alterations and Utility Installations shall, at the expiration or termination of this Lease, become the property of Lessor and be surrendered by Lessee with the Premises.
(b) Removal. By delivery to Lessee of writlen notice from Lessor not earlier than 90 and not later than 30 days prior to the end of the term of this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Lessor may require the removal at any time of all or any part of any Lessee Owned Alterations or Utility Installations not• part ofthle Leaee or lte Exhllllte made without the required consent. (c) Surrender; Restoration. Lessee shall surrender the Premises by the Expiration Date or any earlier termination date, with all of the improvements, parts and surfaces thereof broom clean and free of debris, and in good operating order, condition and state of repair, ordinary wear and tear excepted. "Ordinary wear and tear" shall not include any damage or deterioration that would have been prevented by good maintenance practice. Notwithstanding the foregoing, ii this Lease is for 12 months or less, then Lessee shall surrender the Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank installed by or for Lessee. Lessee shall also remove from the Premises any and all Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except Hazardous Substances which were deposited via underground migration from areas outside of the Project) to the level specilied in Applicable Requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by Lessee. Any personal property of Lessee not removed on or before the Expiration Date or any earlier termination date shall be deemed to have been abandoned by Lessee and may be disposed of or retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c) without the express writlen consent of Lessor shall constitute a holdover under the provisions of Paragraph 26 below.

8. Insurance; Indemnity.

8.1 Payment of Premiums. The cost of the premiums for the insurance policies required to be carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be a Common Area Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Dale.

8.2 Llabllity Insurance.
(a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy of insurance protecting Lessee and Lessor as an additional insured against claims for bodily injury, personal injury and property damage based upon or arising out of the ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per occurrence with an aMual aggregate of not less than $2,000,000. Lessee shall add Lessor as an additional insured by means of an endorsement at least as broad as the Insurance Service Organization's "Additional Insured-Managers or Lessors of Premises" Endorsement. The policy shall not contain any intra~nsured exclusions as between insured persons or organizations, but shall include coverage for liability assumed under this Lease as an "insured contract" for the performance of Lessee's indemnity obligations under this Lease. The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder.

Lessee shall provide an endorsement on its liability policy(ies) which provides that its insurance shall be primary to and not contributory with any similar insurance carried by Lessor, whose insurance shall be considered excess insurance only.

Notwlthetandlne anythlne to the contrary In thle Leaee, In lieu of malntalnlne any or all of the lneurance req_ulred allove, Leeeee may elect to eelf-lneure euch rleke, provided that euch eelf-lneurance ehall afford Leeeor all of the protection and coveraeee req_ulred lly thle paraeraph ae If the lneurance were provided lly an Independent carrier, lncludlne, without limitation, the waiver of eullroeatlon and additional lneured req_ulremente deecrllled allove.
(b) Carried by Lessor. Lessor shall maintain liability insurance as described in Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained by Lessee. Lessee shall not be named as an additional insured therein.

8.3 Property Insurance - Building, Improvements and Rental Value. (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender insuring loss or damage to the Premises. The amount of such insurance shall be equal to the full insurable replacement cost of the Premises, as the same shall exist from time to time, or the amount required by any Lender, but in no event more than the commercially reasonable and available insurable value thereof. Lessee Owned Alterations and Utility Installations, Trade Fixtures, and Lessee's personal property shall be inswed by Lessee not by Lessor. II the coverage is available and commercially appropriate, such policy or policies shall insure against all risks of direct physical loss or damage (except the perils of flood and/or earthquake unless required by a Lender), including coverage for debris removal and the enforcement of any Applicable Requirements requiring the upgrading, demolition, reconstruction ent of any portion of the Premises as the result of a covered loss. Said policy or policies shall also contain an agreed valuation provision in coinsurance clause, waiver of subrogation, and inflation guard protection causing an increase in the annual property insurance cover ge PAGE7OF17
I.,.

INI ALS
FORM MTN-21l-11/14E
alllOU'II b)I a factor al not lea ltwn Iha adJUBIIKI US. DeparlmBnl al Ulhor Corall'll&f Pllca Index lar All Uban ColllMITBa far 1h11 ell)' nBMIII to 'Mall Iha Ptanisas •e laClltecl II IUCh inuance -&git has a ~ctllle dlLBII, 11111 ~bla ~ hll nol 811111111d 16,000 PIii OCCllltllllCL [bl Rerdal Vlllm. Laa- ahall alao ablaln and kaap In 1a,ca a palcy or paHclas In Iha name al l..allac»' """ IDB& payable ID L111&Dr and anr Lsndar, Nlll1ng la laaa al Iha ILJI Rent lor ana Y89' with an nlandad pa!od ol lndamnlly lor an llddllanal 110 di.~• CDIIIII Ynl' jos,gncfl, Said lnalnnce shall conlaln ai agl88d valuallan prcMlllan In lau al any cclnmranca clauaa, 1111d Iha all'IOl#ll of COV11Jaga ahd ba ad}Jlledannual,V 11uallecttha pro)acled Rani ort:arwlla payat,111 bV l88H&, lor Iha IBII 12 monlh parlDd. (cJ AlljNanl Pnwnlaft. Lasaea lhal parlor anr lncraua In Iha pnNnUN lo, Iha propa,ty hsurat1011 of 11'8 B..a-ig and for Iha Common Ara a a or other bulldlngll In tha P111jacl If aald ll'ICfaaaa Ill cauaad by la&aaa'a lllllll, omllllllons, uaa or OCCIJlllll1CY ol Iha Praml&aa. (d) Lee-·· lmprow-- Sine lnlof ii 1119 IMUrira Party. 1...- hall 11111 ba raqllhld lo ln1ura u.88 Owned Alarallanm and Ulllr I llllalallona uni- Iha lam In quaallon hal bacoma Iha pn:iplll'lw of Laaor undar Iha larma ol lhls Laallfll.

8.4 ~ Prapsiy; Bu1lnH11 lnlafrupllan ln11.1r1nc1; Work•'I comp,nutton ln1Urlr1C9. (a) P,aparty Dmga. LBBaaa ahd obtain and malnlaln ln&U'anca cowarga on all ol Lauaa'll par90nal propall)', Trada Fbdura, and L.aaaa Owned Alarallons and Ullltlr lnalalllllllm. Such lna1nnca lltllll ba fl.I raplacemanl coal COV8fllllll v.th a daductlbla of not la ma:aed S1 .000 per D0IUlllfHl8.. Th& p!008Bdll lfllfn any 1uch NWanc8 1h11 ba imad ti, Ulllll8II for Iha replacanenl of pinanal properly, Trade FIJ!urn and L•-°"1lnlld /llarallona and Utility lnstalllllon1. (b) Bualnsa lnlarrupllan. Lsuea hal oblaln and malnlaln kl8II al lncoma and aldra. llllP8flN lnaura.l'IC8 In IIIIIIIUIII& a wtll retnbursa Lessae !of dlrec! or lndi'aCI kl&& al e.11mlngs.111Ulbl.lllbla lad peril& commor,r lnsLnd•galn,11 t,r prudllrt laueas In the buslnau ol Laaaa or all!luablB lo pmmlllon ol llCCIIIII to Iha PNmla& .. a raiit ol mch palilll. [c) Warllet'I Comp,,..llon In--. Laa- llhd ablu1 and malntah Waibr"B earr.,&nsalon ln1wnoa In uch amounl u fflllY be requlr11d t,r Appllcllble Raqinrnan!L Such pdlcv shall JnclJde a 'Wolhw al &aclgltlan' anclal'sll!Mnl. Les- 1111d ptOlllde ls&aor wlh a copy ol auch endarllllffl8nt along wtth Iha cerllftcala of lnluanca or copy of Iha policy raqliilld by paragraph 8.5. (d) NII Rapnunlllllon ol Adequle Coverage. l..8ssor makas no ,epraslllltllilln 1h11 Iha lmlbl or form& al coverage of 1n&1n1nca llpllClll&d i--, ara ad&qlEla lo CIMlt' LHae'a prnperly, bulinells Dpafdara or ldgallons undllr this Laaaa.

8.5 lni.na Pallllln. 1nau111n011 raqijrad hllNlln 111111 be b)r 01111')8111n ll'U1IUllng cuing Ula policy \fm • "Genn Policylloldar Rating" of II faaal fl., VI, aa aal IDflh In tha moal cummt luua of "8881'1 lnaun1noa CMda", or auch o1har rallng u may ba raqlhd by a l..andar.

I.NIN 1111111 not dG ot parn, to ba dana ~Ing which lm111lldllH Iha r11quirad Jnsur11nca pokies. .__ .. lhlll, prior Ill Iha Sia.rt c.1e, daliww ID Lauot Clrlliad capiH of pallcla& of such i'IBllfance or cartlllcalH with CClfliN ol the filqdl'8d ando,-nan1s 811idencing Iha 8llisl8nce and amoiats of Iha~ lnllun1nca. No 1-..:h pollcrhlll b8 cancah1bla or 1ubjacl to modlcalkm a11eaplh• 30 day, prior WIIWl rdk:a to Le11111r. Lean 1h11, al laaal ti C8)III prior la tha mplrallon of aucft pollclall, lurnlllh Lauor v.tlh IMdanca of ranawala or 'lrmwanca binder" IMdanclng 19nawaJ tt.m, llf l.alsor may mdllr lll.Jltl lnlinnca ¥Id ci.rge Iha Call lhllf'l!al ID Llll&Sae, w.tllch lmDIMI! llhlll be i-rlllle by l.NIIN ID LHsar upan demllnd.. SUdl pollcla& lhal ba lor  teim ol al Inst ana year, or 1ha langlh GI Iha ranalnlng l9fm ol HI l&Bllfll, wh~r 11 Ina. II altllar Pu!y &hal lal to pl'OCIH nd ffllllnlul 1119 ln11111nce , ... d ID bl e,rlld by II, 1h11' alhar Pany l'NIY, bl.II 1h11 IICII be raqund to, prac11111 nd mtlnlUI the uma.

8.6 WIVr al Sia-1191llo1L WllhoUI. allacllng an, olhar llglu or ramadas, Leasae and L&B8111' aach h11t11b)r Rlla- and rallaw Iha Olhr, and walw9 Iha~ llllllra rlghl ID ,_ dll!nllgllll IIQIIIIIIII Iha othar, lor lo&• of or di.mag ID 1111 propartr arising out of or lncldanl ID Iha pa~I& required to III lnaurad again! haratn. The alflll1 ol auch ralaaaea and waivers la not lrnlled br the amount llf lnauranca canlad ar raqulrad, ar Ill' anr dadueda/N IFPICl!la hate!O, The Pa,lia& agree Ill h&va lhlllir rHpeell\lll' prcprtr damage 1nt1111anca Cllrrirl:11 ~ nr ~ ID 1ubraglll01'1 lhlt such campru,laa msr haw again Ill Lsuor or la 8888, aa Iha casa ma, ba, 10 long u lhe lnall'811C8 Ill not lrwaltdalad lharaby.

8.7 lndamnlty. Excapl lor L1111ar'1 ..-1G1:IH nagllganc• ar wilful mlcanducl, La111 ahall lndamnllr, pro\acl, daland and hold hllfflllaa Iha Pr11m1Bn, L.asaor and Ila aganll, Luaor'a molar or ground lllllllllf, pa,tnars and Landan!, from and agalrml 8111' and all claims, lou ol 111n1un~ e1.1111u,g,1, lien&, JUCIWMnl&. pandll11, .itarnays" •nd cant1uiWtlS' INS, ~ ndlor 111\1111118& ••na ou1 al, lrwoMng, or In canl'IIICllon with, Iha 11111 and.lor occupancy al Iha Pramlla br l.nsa. If anr cllan ar PfOGlllldnll Is braullhl againsl l.nllOI by raason ol anr of Iha loragolng matters, Lsaaae lhal upan nallca d&fand Iha um at L811811e'II ~anH bW oounsal r&UDnably aallaiaclofy lo Laor and Laa10r llhBII ecJll!&ale with Lasae n uchdlllanaa. LHar naad nol have lira\ paid anr a ucn claim In order to ba drlfandad or Jndamnlflad.

8.8 E11amptlon DI l.aalM and HI /lglnta lrom Llllblll~- Nolv,ilhll1ar,dlng 1h11 nagllgllnca or bNulch of 1liB l.- ~ Laaor ot 11s aganl&. nallw l&IIIIOI' nor 11!1 aganl& hal ba llabla under anr c:lramlll&ncasl for: 41~...,_..~ paaaR a, 111111..., ~•-11111 IIAlnll• • all!af~~~ ........... . _.__ .. ,,w1aaa; 8tllliefMFs;•-all'alhe,jMIFINlftlrt8f41118wllla-P,a111IBN, ... llf_ll •11111• 111 IIIJ-'V 15 8818111 llf-• ,_.Ill 1111111 ·fH;-lllHt; aleallflllr; tu,- walllfe, •l'IIR,-IAfliNf·~ --111& ,,_,ff-fMkl ·t114teM·-III& bl'lllkafl, t1111119e, &illlrAliEIR a,-a1Mftlalaalitel11itta.~...,......,ll;-'MF5,•llll•R&i&: jlill111lil• ~ ar ...... 011 ........ Hfft~ -- 11i-~~ illjHlv Ill rlMIBfll --lfH't .. 11111 ...... 11j111f1 Ill& Pra111llarl e, Ui1'8A alhar .-II•• al Illa Wllllllo,.,..,.._..__.,.,._.,~ ....._~~.-.y,a1 •Ma1•~"~"""""'"~.,,,_.fNHdllle ·•~ ... 1111a,n11" •---111•-.i• e1•w-. '-irlllllt-llla/llN ,*fll inJurr la ls11&H'8 buslnll88 Cl' b ny Ion of lnoome or prulll lhareln,m, llllleHrll •iB IRIBRdllll 111111 ......... . ~ IM.-1-aJ..wil.....,._..,_.,.._.......,...,.._M-llla-lww plllll¥,tllll! 111111 ~•aa la rlll!Ul'adla 111111Ri11n 11-1181'111111 IN II a iaiana al flfHtpajll&
B.8 "rur11 Ill Prav~ nunnce. ~ llckl:cu1it1dg1&.,.. q fdur an .. pall to oblli'I ar IIU!IU'I U-. ln1111,nca ,aqulfad hara, wll axpaa• lsuor lo rillal and polantlail)I Cl.LB& Laaor la RlUf cllllbl nal ~ by 1h11 Ulll88, Iha aldanl ol llHch v.il ba BlCll'llfflflly clfllcull III UOl!ltflln. Accaulliglr, lor ,-ny monlh ar pOl1lan lharaal lhlll lasw cm& IICII malnlaln Iha raqui'ild inwlncll 1nd.lor doll& not pnwlde Lasaor 'Mlh th& raqwad blndll!B or Cllflllcata& avldanclng Iha aatanca ol 1ha raqlfflld lnauranca, Ula Bua Rani ahlll ba aLllomallcally lncraaaed, '1111\hoUI an1 raqulf'IIITlllnl kn nollce lo Lsaaea, by an amain IK!UBI ID 10'II. al Iha than llllill1-lg Bue Rani Of $100, whlch&VBf Ill i,aalar. The pautlas "'88 lhal IUCh lncraaaa In Bua Rani raprnanbl fair and ,auonabla corr.,an•llon !or Iha addlllonal r1aklcoala Iha! Lnaor wtll Incur by raasan of Laaaaa'a ld•a to maintain Iha raq ... d lmruranca. Such lncnua In Bua RBf11 ahall In no rtllflt carmllhie a walV8f al L.eaaan Dafaull or Bnrach with l'8llplCI to Iha lalura Ill maintain such ln1Uranca, pnrta11 Iha anrdsa ol 11.ny d Iha olhar right& and ramadlaa granlad hllrlMldr, nor ralllMI las8aa ol 118 olillgallon to mmlul I ha lnlftl'ICII' apaclllad ill 1h18 l..rlaaa.

9. D1m11• ar Daalruallan.

8.1 Daflnllana.
(II.) ''PramllBI P•UII Damllll&" 1hall mun daffll.llR or daslrucllon ID It. lll1llf0Vllfflllnlll on 1119 PtamlHa, othar lhan lassaa ONnad Allafall1111& and u111, lnl.alallana, IWlll:h can raaon8111)' be rapalrad In S monlhs ar Ins from Iha data ol Iha damage ar dulrucll1111, and Iha COii lharaol d11&1 nOI llml8d a a111n aqua! ID 6 monlh'1 Bua RanL laallOf hall ncMtly l..aHaa In wrillng wilhln 30 dr& lrom 1119 date of 1h11 dama;e or daalrucllon aa lo whalhar o, nol Iha damage la Palllal or Talal lbl "Pramlua Tobit Daatruo11on" hall maan dl.maga or dllllructlan IO Iha lrr.,10V1111111nl& on 1ha PNlfflillas, olhar than !
nd Alarallona and Utility lnlllalallons and Trade Flxluras, ¥Heh cannot rauonably be rapahd In 8 monlha or 1818 ffllm Iha dala of Iha dllllructlon and/or Iha coat lhelllOI llllll8llda a aooi equal to 6 mlllllh'I Bua Rani. Laaor shall noaly lalaaa In IWllng v.tthin 30 daya frllm l'AGE8 OF11 - J
~
011189 • AIR CONMERCIAI.. REAL ESTATE ASSOCIAllON l'ORM IIIIN·21M1114E lhadalllol 11111 damage ordaalrucuon aa to w111II11aror not lhadamagail ParttalorTolal. (cl •,11 .. r•d Loil" 1haH -, dam111a w datruetion to lmpn:iwm""'• on Ula Pnnniln, olher 1tW1 lnlaa Ownld Altar.iianl in! uav 11\Sldlllicnl in! T.-de All!llru, whldl W¥ C8UJNII by an _. raqu~ed 10 be c:-l!d by ,-insu,-nca dallcrlbed., f'aTIIO'llpl

8.3(a). tnlliplldlwt Ill anv daducllllla amoun1B or cawuaga lmill lnvulWtd. (di "'Repl.cemenl Coet'' .t111U mHn 1he c..t lo •IIPU or 18buld 1h11 irnSW-vnlli ownacl by Laaor Ill 1118 tlm• ol Ille CICCIIIJ'8f1Ctl to 1hatr cond111Dn ald1llng lmmalataly prlor lhaato. Including darnoalon. dablla 111moval and ut9adlng raqulnid ~ 11w opara1lon of Applicabl• Raquinimart5. and WilhaUI dallulllian !or ditp9Cialkin, (a) "Hazardous 8Ullalllnaa CondlHon• hall -, 1n9 occurninca or dlBCCMll)I ol a candlllon lnV!IMng 1118 preaanca ol, 01 a conlamklll1Jon by, a Hall!Jdou, Subltanee, In, on, or under 1h11 P111nw181 which ~ f'flklr11Uon.

9.2 PlllflI Damaga • lnlurad Lo11. II a Pramlaal Partial Damaga tl1al 11 an lnaand Lola occur, lllan lasllo, ahall, al U111SDfa mp-. Nlpllk auch damaga (bul nol l.88allll'8 Trad& Fldurn or l88J1811 Owned Allerationa and UIIII)' ln81daliana) as aoon u rlllllKlnalfy posttlllla and \hla l.Jtaaa ahal conllnua In full lorw arid allact provided, hDw8"8r, 1hat L.auaa ahal, al l.naa'a aladlon, make Iha repair ol a,y damaaa or dallrur:llon Iha 1111111 coat 111 ,apalr ol which 18 110.000 or laaa, and, In such avanl, La1101 llflall make any appllcallla Insurance proceeda avallabla to Lea- 011 a raumatJl8 bul1 fa, lhal pwpaaa. Nolwhllalandlng Illa bagalng, I Iha ,aqukad niuranca was nor In lorca or Iha lnauraica pn,caada .. nat aulllclanl to el!ad luc:11 rapu, 11111 Insuring Party 11111111 proq,Uy canlrlllJlft 11111 IIIIOrlaga In procaadl • and Whan niqulrad ID co.- IIIIICI rapalnl.

In It-. IMnf, ~. 111ch 1horlaga - du8 Ill h fact Iha!, by rauon of Ula unlCJJ• nat1H ol Iha lrnprwamanl&, lull llll'lacarnanl cmt lnluranca cawiraga - not commllfdaly RIUOlllllll9 and IY8labla, Lauer 1111111 IIIMl rm alllgallon ID pay lar Iha 8talaga In niuranca procamll or lo !Uly rllliloni Iha unique upac\11 ol tha Pniml&n unlns la&IH provtda& LIIIIIIOI' wtlh 1111 lunds to - same, or adaCJJIIII lllillUl'anca 1haraol, wl1hln 1 Oday& IIIIIIVmg ltlCl!ip! OI ~ nallca 01 IUOh lllarlall• 111111 raquea1 lllefalal. n '-- l8Clllll8I lllid lllndl or allltqUMe auwanoe IIWIICII v.tl'al lllld 10 day parlod, 1he party f811P01111illlll lor making Iha rapah ahall co~ lham u soon as reaaonatilr poslllllla and 1h11 Laaae ahall remain In kj lorca and allect. II auc:11 funds or - au,_ 1111 not 1ecalvad, leu,w fflllY n-rtlelus elect br wr111en nolic• ID LauH wltlin 10 daya lh--.ftar \0: (i) mallfl 11,d! ~ .,,d ,epar ui ii commacillffW raaaorutbla MIii ~ pa.pig .,,, 1hortqa In procaltds, In "fltdl caaa Na Lease ahd rerNlln In lll force and allecl, or (Ill ha\111 1lill Laaae larmlnale 30 daWI lllarallffllf. l.a8aaa llhBI nol bB anllllad lo ralnmuraamanl or -iv !Undl conl!b.llad 1111 lJt88aa kl ,apar any such damaga or dastrudlon. Prarrall8 Plrlllll Darnaga due to lead or llllrllquak1I &hall ba subjad lo Paragrpi 9.3, notwllh&tandnv hi 1haa fflllY ba IDITNI ira.lJalCIII CCMlf8IIB, but ht nal prDCllllda ol anr 1uch lnsuranea hall ba mada alldabla tor 11B rapab If made by .._ Party,

9.3 P•III Dlffllge • U..__ Lna. II a Prsmlsn Parllal Damag11 lhal I& not an ln&urad Losa occurs, unlna causad ~ a nagllgem or wllul ad 01 l.8uH (In ~ avanl lHBee lhlll malllt Iha ,apa~• • l.Haaa's 11111111111111). lealOI' mar allhar: (I) rapalr such damage a BOOn u n1aaonably poalbla al l..alaon 11xpan1111 (1ubJIICI lo ralmbuniamanl pu,suanl to Puagraph 4.2), In which avanl lhla Laaae IIIIBII conUnus In 1111 lorca and aflecl, or (Ill termlnllla thll Laue by ~ng wrlllen natlce IO Lusn ,,.._ 3D clap afler receipt~ lenor Of knowladgaof Iha occull'enca ol such damaga. Such termination shal ba affectMI 80 dap lolowlng 1h11 dais of such nllllca. In 1118 IMln1 l.n90f IIIBcll to lllrmlnata IN1 l.Jtaaa, l.naH 111.i hi.WI the rlgl1 wltlln 10 days after Iaaelpl ol tlla tarmndlan notice ID F9--.. notice lo Leaaor cl lealN'a commttmanl 10 p-, !or lh& nlplllr cl 8Ud1 damage wllarl ,atmbur1111man1 from lBBBor, l.a8alltl allall pnMda I.mm' wllh 11111d fwlda or 1atillactor, uauranca lhareof wllhln 311 daya afler malllng such cmnmlmanL In auc:11 8"8n1 1h11 leEa _,.. arilnue In IUI lorca and allacl, IWld lll8IOI' ahd procBlld to make auch Nlplllra as BOOn • r-llllblW l)G5llbl8 att.11111 requlnid bQI ani avalable. II i.- doe5 not maka hi IIICIUhd comm•rnent. 1111s Lea lhd i.nnlruu • of the dale spaclilld In Iha tarmlnallon notice.

9.4 Tolal Dutrucllon. Notwlhlitandlng any otta pn:i"Ylsion heraol, ff a l'r1lml8115 Total Dnlrucllon occur, 1h11 Laue siu. tarmlnala 60 claVS falowlng such Dastrucdon. n 11111 drunaga or dalWuctlml - cauNd II'/ Iha g111U nagllgenca or wllul mlaconmlCI ol Lea-, LllasDr llhall hawa Iha right lo - la&IIOl'I damagaa from la&asa, ucapt 11 p,ovtdlld In P•ag,aph I.II.

9.5 Dmge Ner End ar Tann. II al anv 1l-na durlng Iha la8I 8 monlha of \hla Laue there 11 dam1111a for lo'Aich Iha CO&t to rapa~ llllllNds one mortlll'S Basa Rant, WIIMIW or not an 111111111d t..ou, ~ mar \llfflllnm& 11111 I.a¥ affaC1IWI &o ttar• falowlng 1h11 d21I11 o1 OCIUNnc& of IUch damag bv gMJ'III a wrllen lennlnlllllon nollca lo La- within 30 dllY9 ilft8r 11B dale ol OGCUlf&nea of IUch dill!laflll, Nolwlblandlng 11111 la~ II Laaaaa a1 11181 Oma has an tmreilatllll opllon to aldand 1hls L-• o, to purchaaa Illa PrarniHB, than l.aslN ma~ pr--.. 1h18 Laua II'/, (a] uercllllJ'III 1111:h .ion and (bl pRMllng Lll&llOf IMl1 any sharlagll In l1111uranca proceed& (or adaquala lllilUin:& 1haraof) fllladlld lo malul Iha repnlra on o, blo111 lhll enrlw al (I) 1h11 elate Wl'fch Is 1 o days 1111111 l8ll9fl racelpt ol Lauor's wrtuan nolic• purporting ID tarmlnlle 1h11 Lana, or (I) Iha da~ prto, lo 1118 dallt upon wltil 1uct, .ion upna. II Leuee d~ llllfClaal IIICh opllan mmg 1uch parictd and p,!Mdn lalaOI wllll !Unda (ar adaquats 11811Uflnca lharaof) lo ClOvtir any shortage In lnauranc11 procaad, lllaao, shall, al L8880fa comman:iallr n1aonabltl upenBII, repair auch damage 81 aoon 81 rII1onlllll1 poaalbla and ll'lil Luae &hall conllnull In IUII IOrca and allact. II Lusaa tall ID axarCIH auc:11 option and provide Buell lundri w .....ance dulklg 1uch period, lhwl IN• i.- ltlill klrmlnale on 1ha dalll PBClll9d In ._ lalrilidkln nullce and La aa'I option ltlill ba llllllnphad.

9.11 .Amlamawl at .._,~ la-'a Ramecln.
(a] A11.ieme11I. In 1h11 -nl ol Pniml- !'MIii Damaga or Praml- Total Dllllrui;\lon or a H.-d0115 SIAlstln:1 Cctnc81on fa, v.tllch LaaNe Is not rnponsti& urm 1h11 laala, 1h11 Renl payata br Lea- lar tlwl perlocl f841hd lor Iha rapalr, ,amadlallcn ar raalolallon of 1111:h damaga hi.II ba abated In proportion lo Iha dag111& lo which l.nsllll'a uae ol Iha Pnimisn I lmpalrad, tu. not lo ucnd Iha procaadlt recaMtdlftlm 111ft Ranllll Valua lnalftflCI. Ill Dlhll obllplllons OI lalHa llaratlllder IIIBl bll perlOrmad ~ Lea-, and LIIIIDr 11111 la. no lllbllly fol' anv such darnag,i, dll8!rucllon, ramsdlallon, rapu or Rllloratlon amipt BB provided ....,. (bl RamadtaL I l.nsor I• oblgalad lo ,apar or ralo111 11w Pnimisn and de-. ncl commanca, In a aubelanUal and m~I way, such R!plW 01 NIIGRIIIDII wll'lin 90 d21ys after aum ollllgdon ahall .-x:rua, Lessea m•r. Ill 11nr ll'na prtar lo Iha comffllnlllmant ol such repair o, NIIOrauon, glllll wrlUan nollca lo LIIBSOr and to •r"I)' Lanc1tu11 al whleh Les111a Ila& actu.i nDIICa, Of la8111e'1 a1acI1an 10 1etmln11te 11111 Laua on • dale nDI lftal tlal 80 da,a klllowlng Illa ~ng ol 1ucll notice. II lalaea glvlls 1uch notlca and such repair or rtllllorallan la nDI co,nrnrn:ect wtlHn 30 dllys lhanlafltar, tlu U1111H1 1111111 iamlnalll u of Iha dais llplll:lllad In aald ncllca. I 1118 ,apar or rntoratlon la commancad wlhln mch 311 de~. this l.uH lfial conlnue In lul kin:. anll eflact. "Oommenca" 111111 mean 1111111 lhe unconltllcnlf aulhortzallon of 11w pnip1111ion ol 11w reqli:rad plmn1, l1f Iha beglnrqi ol 11111 IICIUal Wllfll 011 b Pramlta, wtici.- lira! -.

9.7 Ta""lnatlan: Advanaa Paymant1. Upon larmlnallon ol thla Laaaa puraum,t to Paragraph 11.:!(g) or Paragraph 9. an aqijlabla adj.lllmant ahal be mllda conc:amlng advance Bua Rani nd Ill' o1her IMllll:8 payment mad• by l.naaa to Le11or. Lauw 1h11, In adcalon, nitum lo laaNe so mum ol Lllllllll'II Sacurly Dapaall Bl 111111 nol balln, Of II nlll llllln raqmad ID 118, uaad 1Jr lealOI.

10. Real Property Tan&.
1 o. 1 Dalnlllan. Ila used harrtln, the term •111111 Property T•-• 111lll lndud1t anr lorm of uaeamanI: 18111 asi.ta, ga1111,.i, spac:illi, ordinary or utraordlnarr, or nm1al 111'1)' or tu (Dlhllr lhn lnhertlance, paraonal Income w 111111111 lun); inpnMtmanl band; lnilor lcer1111 lee lmpoB&d upon o, ltM&d agalna1 1111)1 1&;111 or equllabla lnlllnlllf cl l.asaor in lhe Projacl, laaaol'I rlght lo olher ttc:ome 1haralrom, n1/cr laaaofa blllln1111 elf lallUlQ. 1111 anr aulhorly llaw1g ht dnict or lrdllld power lo tu and wlt&ra 11111 kinda are ganeratad wnh rallnfN:a la Illa ProJad adctarta and wteni t,a procaarls ao IJllll9lllltd are to ba appllllcl by \hit c:ly, COi.Ny a, o1har llllcal l&Xilg aulharlV of a jurladlellan wits! wtiett 1h1t Prajac:I is loc:al8li Tha ~-,--............. ·::::--·-·•"Oi--••'·-.. ~
C19H-AII COMMERCIAL REAL mATE ASSOCIATION FOFIM MTN-2G-11/14E occurring during the term or this Lease, including but not limited lo, a change in the ownership or the Project, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on machinery or equipment provided by Lessor lo Lessee pursuant lo this Lease. In calculating Real Property Taxes for any calendar year, the Real Properly Taxes for any real estate tax year shall be included in the calculation or Real Property Taxes for such calendar year based upon the number of days which such calendar year and tax year have in common.

10.2 Payment ol Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay the Real Property Taxes applicable to the Project, and said payments shall be included in the calculation or Common Area Operating Expenses in accordance with the provisions or Paragraph

4.2. 10.3 Addltlonal Improvements. Common Area Operating Expenses shall not include Real Property Taxes specified in the tax assesso(s records and work sheets as being caused by additional improvements placed upon the Project by other lessees or by Lessor lor the exclusive enjoyment ol such other lessees. Notwithstanding Paragraph 10.2 hereol, Lessee shall, however, pay to Lessor at the time Common Area Operating Expenses are payable under Paragraph 4.2, the entirety ol any increase in Real Property Taxes ii assessed solely by reason ol Alterations, Trade Fixtures or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason or any alterations or improvements to the Premises made by Lessor subsequent lo the execution or this Lease by the Parties.

10.4 Joint Assessment. II the Building is not separately assessed, Real Property Taxes allocated to the Building shall be an equitable proportion ol the Real Property Taxes for all ol the land and improvements included within the tax parcel assessed, such proportion to be determined by Lessor lrom the respective valuations assigned in the assesso(s work sheets or such other information as may be reasonably available. Lesso(s reasonable determination lhereol, in good faith, shall be conclusive.

10.5 Personal Property Taxes. Lessee shall pay prior to delinquency all taxes assessed against and levied upon Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all personal property or Lessee contained in the Premises. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property or Lessor. II any or Lessee's said property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within 10 days after receipt or a written statement setting lorth the taxes applicable to Lessee's property.

11. Utllltles and Services. Lessee shall pay for all water, gas, heat, light, power, telephone, trash disposal and other utilities and services supplied to the Premises, together with any taxes thereon. Notwithstanding the provisions or Paragraph 42, if at any time in Lessor's sole judgment, Lessor determines that Lessee is using a disproportionate amount or water, electricity or other commonly metered utilities, or that Lessee is generating such a large volume ol trash as lo require an increase in the size or the trash receptacle and/or an increase in the number or limes per month that it is emptied, then Lessor may increase Lessee's Base Rent by an amount equal to such increased costs. There shall be no abatement or Rent and Lessor shall not be liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any utility or service due lo riot, strike, labor dispute, breakd,Jwn, accident, repair or other cause beyond Lessor's reasonable control or in cooperation with governmental request or directions.

12. Assignment and Subleltrng.

12.1 Lessor's Consent Required.
(a) Lessee shall not voluntarily or by operation ol law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any part ol Lessee's interest in this Lease or in the Premises without Lessor's prior written consent. Said consent not to l,e unreaeonal,ly withheld,
lb}--YRles&·bessee is-a-ee1peratieR•anei1S51esk ,is-~traaee e11-a-Aa!k1Rahteek el!GRaA§e, -a-~ge +Rtlle-lfel ,-el bessee·6'lalkeRStilllle ·aR•assigRR'IBRI JOElYffll!t&8RS8Rh- +l!e!l'IIRSHlf-, eR•-a-GllffiUlaliw llasis, ~f;.11(,.e,--el-tl!& -Yelilg-~ el-kessee-5hall S8ASlitute-a-eiaaRge iR·OOl\lfflUBF-ll,is-111H11B5&,
------ --1&1---++Ael!e inYelvf!llll!Rl.el-bessee,e,,its-assels -iR aRylfaRsa&lieR, e, seF-iesel lfaRsaelkms flly wayel •flll!f!IBf r5aled16f!YisilieR; liRaReiRg, IFaRsle,, leverages ltuy-eul-&1·all!eFwiseh-wl!el!teF-e1•Aet-a-ie-i.a&61gRmeRl ·&F-ilypetl\eealieR-el-tl!is-kease •&F-kessee'5 assets--, wlielt-H!SUlls e,-will-R!SYI! iR iHeeuet+e11,el-t11elolel-~ --el-kessee-by-a1H1111&UR1 wealeHl!aR-~ -el-5U81!-lolel-WeHA-as-il-was-rep1eseAtee-aHl!e lime·elllle81186Yi&R-el ™5 keasee1-altllelime-eftl!&fll8&I F89eRl•assigAR'IBRI tewllielt •k85S9f lla&-SBRff!8 c&1-as•il·l!l4islsirR<IH!Elialely-p,ieF-te511ie lffffl&a6ti9R•e, I FaRsaelkms•ee<>slhlliRg SU6R-f881l61ieR,-wl!ielle- •was-eF-is-gll!alef, 5l!al~ee-fl6RSiseFed aR•assigR111&Rl-el·ll!is-bease-te •-wl!ielt·k85SBf mayw~ilS ·eeASBl*---"Net Werth el l.e&Re "-5hall-R'teaAlll-etwefffl-el-kesse&~EliRgilftYguaraRl~isll~eAerally-aeeeplee aGGeYlliAg·jHIReiples,
(d) An assignment or sublelling without consent shall, al Lessor's option, be a Delault curable after notice per Paragraph

13. 1 ( d), or a noncurable Breach without the necessity ol any notice and grace period. II Lessor elects to treat such unapproved assignment or sublelling as a noncurable Breach, Lessor may either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly Base Rent lo 110% or the Base Rent then in elfect. Further, in the event or such Breach and rental adjustment, (i) the purchase price ol any option lo purchase the Premises held by Lessee shall be subject lo similar adjustment lo 110% or the price previously in elfect, and (ii) all I ixed and non-lixed rental adjustments scheduled during the remainder ol lhe Lease term shall be increased lo 110% ol lhe scheduled adjusted rent. (e) Lessee's remedy lor any breach or Paragraph 12.1 by Lessor shall be limited to compensatory damages and/or injunctive relief.
(fl
consent is requested.
(g)
Lessor may reasonably withhold consent to a proposed assignment or sublelling ii Lessee is in Default al the lime Notwithstanding the foregoing, allowing a de minimis portion or the Premises, ie. 20 square leet or less, lo be used by a third party vendor in connection with the installation ol a vending machine or payphone shall nol conslilule a sublelling.

12.2 Terms and Conditions Applicable lo Assignment and Sublelllng. (a) Regardless ol Lessor's consent, no assignment or sublelling shall: (i) be elfective without the express written assumption by such assignee or sublessee ol lhe obligations ol Lessee under this Lease, (ii) release Lessee or any obligations hereunder, or (iii) alter the primary liability or Lessee for the payment ol Rent or for the performance ol any other obligations to be performed by Lessee. (b) Lessor may accept Rent or performance ol Lessee's obligations lrom any person other than Lessee pending approval or disapproval or an assignment. Neither a delay in the approval or disapproval ol such assignment nor the acceptance ol Rent or performance shall conslilute a waiver or estoppal ol Lesso(s right lo exercise its remedies for Lessee's Default or Breach. (c) Lesso(s consent lo any assignment or sublelling shall not constitute consent to any subsequent assignment or subletting.
(d) In the event ol any Default or Breach by Lessee, Lessor may proceed directly against Lessee, any Guarantors or anyone else responsible lor the performance ol Lessee's obligations under this Lease, including any assignee or sublessee, without lirst exhausting Lessor's remedies against any other person or entity responsible therefore to Lessor, or any security held by Lessor. (e) Each request for consent lo an assignment or subletling shall be in writing, accompanied by information relevant to Lessor·:
0 /41: rminalion as to the financial and operational responsibility and appropriateness or the proposed assignee or sublessee, including but not limr d / / e intended use and/or required modification of the Premises, if any, together with a fee of $500 as consideration for Lessof s consi ring 1 y PAGE10OF17
©1!tdR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E and processing said request. Lessee agrees to prollide Lessor with such other or additional information and/or documentation as may be reasonably requested. (See also Paragraph 36)
(I) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such assignment, entering into such sublease, or entering into possession of the Premises or any portion thereof, be deemed lo have assumed and agreed lo conform and comply with each and every term, covenant, condition and obligation herein to be obseived or performed by Lessee during the term of said assignment or sublease, other than such obligations as are contrary to or inconsistent with prollisions of an assignment or sublease lo which Lessor has specifically consented to in writing.
(g) Lessofs consent to any assignment or sublelting shall not transfer to the assignee or sublessee any Option granted to the original Lessee by this Lease unless such transfer is specifically consented lo by Lessor in writing. (See Paragraph 39.2)

12.3 Additional Terms and Conditions Applicable to Sublelling. The following terms and conditions shall apply to any sublelling by Lessee of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein:
(a) Lessee hereby assigns and transfers to Lessor all of Lessee's interest in all Rent payable on any sublease, and Lessor may collect such Rent and apply same toward Lessee's obligations under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee's obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds Lessee's then outstanding obligations any such excess shall be refunded to Lessee. Lessor shall not, by reason of the foregoing or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable to the sublessee for any failure of Lessee lo perform and comply with any of Lessee's obligations to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee, upon receipt of a wrilten notice from Lessor staling that a Breach exists in the performance of Lessee's obligations under this Lease, lo pay lo Lessor all Rent due and to become due under the sublease. Sublessee shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from Lessee to the contrary. (b) In the event of a Breach by Lessee, Lessor may, al ifs option, require sublessee lo allorn lo Lessor, in which event Lessor shall undertake the obligations of the sublessor under such sublease from the lime of the exercise of said option to the expiration of such sublease; prollided, however, Lessor shall not be liable for any prepaid rents or security deposit paid by such sublessee lo such sublessor or for any prior Defaults or Breaches of such sublessor.
(c) Any mailer requiring the consent of the sublessor under a sublease shall also require the consent of Lessor. (d) No sublessee shall further assign or sublet all or any part of the Premises without Lesso(s prior wrillen consent. (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee, who shall have the right lo cure the Default of Lessee within the grace period, ii any, specified in such notice. The sublessee shall have a right of reimbursement and offset from and against Lessee for any such Defaults cured by the sublessee.

13. Default; Breach; Remedies.

13.1 Default; Breach. A "Default" is defined as a failure by the Lessee to comply with or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease. A "Breach" is defined as the occurrence of one or more of the following Defaults, and the failure of Lessee to cure such Default within any applicable grace period:
(a) The abandonment of the Premises; or the vacating of the Premises without providing a commercially reasonable level of security, or where the coverage of the property insurance described in ParagraphB.3 is jeopardized as a result thereof, or without prolliding reasonable assurances to minimize potential vandalism.
(b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made by Lessee hereunder, whether to Lessor or to a third party, when due, to prollide reasonable ellidence ot insurance or surety bond, a to tullill any obligation under this Lease which endangers or threatens lite or properly, where such failure continues for a period of 3 business days I ollowingwrillen notice lo Lessee. THE

ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR'S RIGHTS, INCLUDING LESSOR'S RIGHT TO RECOVER POSSESSION OF THE PREMISES. (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the commission of waste, act or acts constituting public or private nuisance, and/or an illegal activity on the Premises by Lessee, where such actions continue for a period of 3 business days following wrilten notice to Lessee. In the event that Lessee commits waste, a nuisance or an illegal activity a second time then, the Lessor may elect to treat such conduct as a non-curable Breach rather than a Default. (d) The failure by Lessee to provide (i) reasonable wrillen evidence of compliance with Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized assignment or sublelling, (iv) an Estoppal Certificate or financial statements, (v) a requested subordination, (vi) ellidence concerning any guaranty and/or Guarantor, (llii) any document requested under Paragraph 41, (lliii) material data safety sheets (MSDS), or (ix) any other documentation or information which Lessor may reasonably require of Lessee under the terms of this Lease, where any such failure continues for a period ol 10 days following wrillen notice to Lessee. (e) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs 13.1(a), (b), (c) or (d), above, where such Default continues for a period ol 30 days alter wrillen notice; provided, however, that ii the nature of Lessee's Default is such that more than 30 days are reasonably required for its cure, then ii shall not be deemed to be a Breach ii Lessee commences such cure within said 30 day period and thereafter diligently prosecutes such cure to completion.
(I) The occurrence of any of the following events: (i) the making of any general arrangement or assignment for the benefit of creditors; (ii) becoming a "debtor" as defined 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 within 60 days); (iii) the appointment of a trustee or receiver to take possession of substantially all of Lessee's assets located al the Premises or of Lessee's interest in this Lease, where possession is not restored to Lessee within 30 days; or (iv) the allachment, execution or other judicial seizure of substantially all of Lessee's assets located al the Premises or of Lessee's interest in this Lease, where such seizure is not discharged within 30 days; prollided, however, in the event that any provision of this subparagraph is contrary to any applicable law, such provision shall be of no force or effect, and not affect the validity of the remaining prollisions. (g) The discovery that any financial statement of Lessee or of any Guarantor given to Lessor was materially false. (h) II the performance of Lessee's obligations under this Lease is guaranteed: (i) the death of a Guarantor, (ii) the termination of a Guarantor's liability with respect to this Lease other than in accordance with the terms of such guaranty, (iii) a Guarantofs becoming insolvent or the subject of a bankruptcy filing, (iv) a Guarantor's refusal to honor the guaranty, or (v) a Guarantofs breach of its guaranty obligation on an anticipatory basis, and Lessee's failure, within 60 days following wrillen notice of any such event, to prollide wrillen alternative assurance or security, which, when coupled wHh the then existing resources of Lessee, equals or exceeds the combined financial resources of Lessee and the Guarantors that existed at the lime of execution of this Lease.
132 Remedies. II Lessee fails lo perform any of its affirmative duties or obligations, within 10 days aflerwrillen notice (or in case of an emergency, without notice), Lessor may, al its option, perform such duly or obligation on Lessee's behalf, including but not limited lo the obtaining of Y required bonds, insurance policies, or governmental licenses, permits or approvals. Lessee shall pay lo Lessor an amount equal lo 11 !!l'o of PAGE11 OF17
@1999- AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E 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 limiting Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:
(a) Terminate Lessee's right to possession of the Premises by any lawful means, in which case this Lease shall terminate and Lessee shall immediately surrender possession to Lessor. In such evenl Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent which had been earned at the lime of termination; (ii) the worth at the time of award of the amount by which the unpaid rent which would have been earned alter termination unlil the time of award exceeds the amount of such renlal 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 alter the time of award exceeds the amount of such rental loss that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to compensate Lessor for all the detriment proximately caused by the Lessee's failure to perform its obligations under this Lease or which in the ordinary course of things would be likely lo result therefrom, including but not limited to the cost of recovering possession of the Premises, expenses of retelling, including necessary renovation and alteration of lhe Premises, reasonable allorneys' lees, and that portion of any leasing commission paid by Lessor in connection wilh this Lease applicable to lhe unexpired term of this Lease. The worth at the time of award of the amount referred to in provision (iii) of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by Lessee's Breach of this Lease shall not waive Lessor's right to recover any damages to which Lessor is otherwise entitled. II termination of this Lease is obtained through the provisional remedy of unlawful detainer, Lessor shall have the right to recover in such proceeding any unpaid Rent and damages as are recoverable therein, or Lessor may reserve the right to recover all or any part thereof in a separate suit. II a notice and grace period required under Paragraph 13.1 was not previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer statute shall run concurrently, and the failure of Lessee to cure the Default within the greater of the two such grace periods shall constitute both an unlawful detainer and a Breach of this Lease entitling Lessor to the remedies provided for in this Lease and/or by said statute. (b) Continue the Lease and Lessee's right to possession and recover the Rent as it becomes due, in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor's interests, shall not conslilute a termination of the Lessee's right to possession. (c) Pursue any other remedy now or hereafter available under the laws or )Jdicial decisions of the state wherein the Premises are located. The expiration or termination of this Lease and/or the termination of Lessee's right to possession shall not relieve Lessee from liability under any indemnity provisions of this Lease as to mailers occurring or accruing during the term hereof or by reason of Lessee's occupancy of the Premises.

13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, the cost of tenant improvements for Lessee paid for or performed by Lessor, or for the giving or paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for Lessee's entering into this Lease, all of which concessions are hereinafter referred to as "Inducement Provisions", shall be deemed conditioned upon Lessee's lull and faithful performance of all of the terms, covenants and conditions of this Lease. Upon Breach of this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from this Lease and of no further force or effect, and any rent, other charge, bonus, inducement or consideration theretofore abated, given or paid by Lessor under such an Inducement Provision shall be immediately due and payable by Lessee to Lessor, notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent or the cure of the Breach which initiated the operation of this paragraph shall not be deemed a waiver by Lessor of the provisions of this paragraph unless specifically so stated in writing by Lessor al the time of such acceptance.

13.4 Late Charges. Lessee hereby acknowledges that late payment by Lessee of Rent will cause Lessor to incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to, processing and accounting charges, and late charges which may be imposed upon Lessor by any Lender. Accordingly, ii any Rent shall not be received by Lessor within 5 days alter such amount shall be due, then, without any requirement for notice to Lessee, Lessee shall immediately pay to Lessor a one-time late charge equal to 10% of each such overdue amount or $100, whichever is greater. The parties hereby agree that such late charge represents a lair and reasonable estimate of the costs Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in no event constitute a waiver of Lessee's Default or Breach with respect to such overdue amount, nor prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at Lessor's option, become due and payable quarterly in advance.

13.5 Interest. Any monetary payment due Lessor hereunder, other than late charges, not received by Lessor, when due shall bear interest from the 31st day alter ii was due. The interest ("Interest") charged shall be computed at the rate ol 10% per annum but shall not exceed the maximum rate allowed by law. Interest is payable in addition to the potential late charge provided for in Paragraph 13.4.

13.6 Breach by Lessor.
(a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails within a reasonable time to perform an obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable time shall in no event be less than 30 days alter receipt by Lessor, and any Lender whose name and address shall have been furnished Lessee in writing for such purpose, of wrillen notice specifying wherein such obligation of Lessor has not been performed; provided, however, that ii the nature of Lesso~s obligation is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in breach ii performance is commenced within such 30 day period and thereafter diligently pursued to completion.
(b) Performance by Lessee on Behalf of Lessor. In the event that neither Lessor nor Lender cures said breach within 30 days alter receipt of said notice, or ii having commenced said cure they do not diligently pursue it lo completion, then Lessee may elect lo cure said breach at Lessee's expense and offset from Rent the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or the Security Deposit, reserving Lessee's right lo reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said cure and supply said documentation to Lessor.

14. Condemnation. II the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power (collectively "Condemnation"), this Lease shall terminate as lo the part taken as of the dale the condemning authority takes lille or possession, whichever first occurs. II more than 1 0%01 the floor area of the Unit, or more than 25% ollhe parking spaces is taken by Condemnation, Lessee may, al Lessee's option, to be exercised in writing within 10 days alter Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days alter the condemning authority shall have taken possession) terminate this Lease as of the dale the condemning authority takes such possession. II Lessee does not terminate this Lease in accordance with the foregoing, this Lease shall remain in lull force and effect as to the portion of the Premises remaining, except that the Base Rent shall be reduced in proportion to the reduction in utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance damages; provided, however, that Lessee shall be entitled to y compensation paid by the condemner for Lessee's relocation expenses, loss of business goodwill and/or Trade Fixtures, without regard r not this Lease is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations made to the Premises by PAGE 12 OF 17
~
©1 99 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN•20-11/14E Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee and Lessee shall be entitled to any and all compensation which is payable therefor. In the event that this Lease is not terminated by reason of the Condemnation, Lessor shall repair any damage to the Premises caused by such Condemnation.

15. Brokerage Fees.
~-~ Addlllanal CemmissieA. ·-IIHtaGltieAte IRe l'<tl'IIIBAIS 8W89"1'Yf6118RI le PaFa!jFapll4.~aRe-less4.es&efaRe ·tR&8rekeF& ell!efwise,ag,ee iR-WFiliA!l:-1.e&sef ag,ee&·tllaH-{a¼-if lessee 011ereses-aRyQplieA,{e¼-if.l.esseeer-~allilialed will! lessee aeqtiire&ff&FA-be5ser ai,y-,ighlste-tlle-J:lrelllises-er elller pre111ises 8WR&a-lly-l.ess&ra119-leea!&El-witlliAtlleJ:lrejeet~{e)-i~bessee-F81RaiRs iA pessessieR-&1-tlleJ:lrlllllises;-willl tl!&&BAS&Rl-el-besser,atter-tlle-&llpifatieA-eHl!is-beas&,e~il -~ -~ •is-iRereasea;-wlle!M ·&y,agFeeFR0At·&F-~ ·*ari-ese-alatiefl.-elause llerei R, llleR, i.esser&Rall-f!BY8Feker&-a-ffl8-iA·a&68faaR&8·Wi!II tA&ffl8~-&l ·tR&BrekeFs·iR-eflest al-tR&tilRetR&beas& - 6lffl6lile&.

15.2 Assumption of Obligations. Arr; buyer or transferee or Lessor's interest in this Lease shall be deemed to have assumed Lesso~s obligation hereunder. Brokers shall be third party beneficiaries of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails lo pay lo Brokers any amounts due as and for brokerage fees pertaining lo this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails lo pay any amounts to Lessee's Broker when due, Lessee's Broker may send wrillen notice to Lessor and Lessee of such failure and ii Lessor fails to pay such amounts within 10 days afler said notice, Lessee shall pay said monies lo its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary or any commission agreement entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage lee owed.

15.3 Representations and Indemnities of Broker Relallonshlps. Lessee and Lessor each represenl and warrant to the other that it has had no dealings with any person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Brokers is entitled lo any commission or finder's lee in connection herewith. Lessee and Lessor do each hereby agree lo indemnify, protect, defend and hold the other harmless from and against liability for compensation or charges which may be claimed by any such unnamed broker, finder or other similar party by reason of any dealings or actions of the indemnifying Party, including any costs, expenses, allorneys' fees reasonably incurred with respect thereto.

16. Estoppel Cerlllicates.
(a) Each Party (as "Responding Party") shall within 10 days after wtlllen notice from the other Party (the "Requesting Party") execute, acknowledge and deliver to the Requesting Party a statement in writing in form similar to the then most current "Estoppal Certificate" form published by the AIR Commercial Real Estate Association, plus such additional information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
(b) If the Responding Party shall fail lo execute or deliver the Estoppal Certificate within such 1 Oday period, the Requesting Party may execute an Estoppal Certificate staling that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Party, (ii) there are no uncured defaults in the Requesting Party's performance, and (iii) ii Lessor is the Requesting Party, not more than one month's rent has been paid in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party's Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of the facts contained in said Certificate. In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor to risks and potentially cause Lessor to incur costs not contemplated by this Lease, the extent of which will be extremely difficult lo ascertain. Accordingly, should the Lessee fail lo execute and/or deliver a requested Estoppal Certificate in a timely fashion the monthly Base Rent shall be automatically increased, without any requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties agree that such increase in Base Rent represents lair and reasonable compensation for the additional risk/costs that Lessor will incur by reason or Lessee's failure to provide the Esloppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect lo the failure lo provide the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder. (c) If Lessor desires lo finance, refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 1 0 days alter wtillen notice from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may be reasonably required by such lender or purchaser, including but not limited lo Lessee's financial statements for the past 3 years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be usedonlyfor the purposes herein set forth.

17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owners at the lime in question of the lee title lo the Premises, or, ii this is a sublease, of the Lessee's interest in the prior lease. In the event of a transfer of Lessor's title or interest in the Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.

18. Severabllity. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other provision hereof.

19. Days. Unless otherwise specifically indicated to the contrary, the word "days" as used in this Lease shall mean and refer to calendar days.

20. Limitation on Liability. The obligations of Lessor under this Lease shall not conslilute personal obligations of Lessor, or its partners, members, directors, officers or shareholders, and Lessee shall look to the Premises, and to no other assets of Lessor, for the satisfaction of any liability of Lessor with respect to this Lease, and shall not seek recourse against Lessofs partners, members, directors, officers or shareholders, or any of their personal assets for such satisfaction.

21. Time of Essence. Time is of the essence with respect to the performance of all obligations to be performed or observed by the Parties under this Lease.

22. No Prior or Olher Agreements; Broker Disclaimer. This Lease contains an agreements between the Parties with respect to any mailer mentioned herein, and no other prior or contemporaneous agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to the Brokers that ii has made, and is relying solely upon, its own investigation as to the nature, quality, character and financial responsibility of the other Party to this Lease and as to the use, nature, quality and character of the Premises. Brokers have no responsibility with respect thereto or with respect to any default or breach hereof by either Party.

23. Notices.

23.1 Notice Requirements. All notices required or permilled by this Lease or applicable law shall be in writing and may be delivered in person (by hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service Express Mail, with postage prepaid, or by facsimile transmission, or by email, and shall be deemed sufficiently given if served in a manner specified in this Paragraph 23. The addresses noted adjacent to a Party's signature on this Lease shall be that Party's address for delivery or mailing of notices. Either Party may by wrillen notice lo the other specify a different address for notice, except that upon Lessee's taking possession of the Premises, the Premises shall conslilule Lessee's address for no11 e. A copy of all notices to Lessor shall be concurrently transmitled to such party or parties at such addresses as Lessor may from time to ti e here fer designate in writing.

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R COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN·20·11I14E

23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt requested, shall be deemed given on the date of delivery shown on the receipt card, or ii no delivery dale is shown, the postmark thereon. II sent by regular mail the notice shall be deemed given 72 hours alter the same is addressed as required herein and mailed with postage prepaid. Notices delivered by United States Express Mail or overnight courier that guarantees next day delivery shall be deemed given 24 hours alter delivery of the same lo the Postal Service or courier. Notices delivered by hand, or transmitted by facsimile transmission or by email shall be deemed delivered upon actual receipt. II notice is received on a Saturday, Sunday or legal holiday, ii shall be deemed received on the next business day.

24. Waivers.
(a) No waiver by Lessor ol the Default or Breach of any term, covenant or condition hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition hereof. Lessor's consent to, or approval of, any act shall not be deemed to render unnecessary the obtaining of Lesso(s consent to, or approval of, any subsequent or similar act by Lessee, or be construed as the basis of an estoppal to enforce the provision or provisions of this Lease requiring such consent.
(b) The acceptance of Rent by Lessor shall not be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on account of moneys or damages due Lessor, notwithstanding any qualifying statements or conditions made by Lessee in connection therewith, which such statements and/or conditions shall be of no force or effect whatsoever unless specifically agreed lo in writing by Lessor at or before the lime of deposit of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED

THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE IS INCONSISTENT WITH THIS LEASE.

25. Disclosures Regarding The Nature of a Real Estate Agency Refallonshlp. (a) When entering into a discussion with a real estate agent regarding a real estate transaction, a Lessor or Lessee should from the outset understand what type of agency relationship or representation ii has with the agent or agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this transaction, as follows:
(i) Lessor's Agent. A Lessor's agent under a listing agreement with the Lessor acts as the agent for the Lessor only. A Lesso~s agent or subagent has the following affirmative obligations: To lhe Lesspr A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To lhe Lessee and lhe Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's duties. (b) A duly of honest and lair dealing and good faith. (c) A duty to disclose all facts known to the agent materially affecting the value or desirability of the property that are not known to, or within the diligent attention and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties sel forth above. (ii) Lessee's Agent. An agent can agree to act as agent for the Lessee only. In these situations, the agent is not the Lesso~s agent, even ii by agreement the agent may receive compensation for services rendered, either in lull or in part from the Lessor. An agent acting only for a Lessee has the following affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessee. To lhe Lessee and lhe Lessor: (a) Diligent exercise of reasonable skills and care in performance of the agent's dulies. (b) A duly of honest and lair dealing and good faith. (c) A duty to disclose all facts known lo the agent materially affecting the value or desirability of the properly that are not known to, or within the diligenl attenlion and observation of, the Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which does not involve the affirmative duties set forth above. (iii) Agent Representing Both Lessor and Lessee. A real estate agent, either acting directly or through one or more associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction, but only with the knowledge and consent of both the Lessor and the Lessee. In a dual agency situation, the agent has the following affirmative obligations to both the Lessor and the Lessee: (a) A fiduciary duty of utmost care, integrity, honesty and loyalty in the dealings with either Lessor or the Lessee. (b) Other duties to the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor and Lessee, the agent may not without the express permission of the respective Party, disclose to the other Party that the Lessor will accept rent in an amount less than that indicated in the listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to protect their own interests. Lessor and Lessee should carefully read all agreements to assure that they adequately express their understanding of the transaction.

A real estate agent is a person qualified to advise about real estate. II legal or tax advice is desired, consult a competent professional. (b) Brokers have no responsibility with respect to any Default or Breach hereof by either Party. The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or omission relating lo this Lease may be brought against Broker more than one year alter the Start Date and that the liability (including court costs and attorneys' lees), of any Broker with respect to any such lawsuit and/or legal proceeding shall not exceed the lee received by such Broker pursuant lo this Lease; provided, however, that the foregoing limitation on each Broke(s liability shall not be applicable lo any gross negligence or willful misconduct of such Broker. (c) Lessor and Lessee agree to identify to Brokers as "Confidential" any communication or information given Brokers that is considered by such Party lo be confidential.

26. No Righi To Holdover. Lessee has no right lo retain possession of the Premises or any part thereof beyond the expiration or termination of this Lease. In the event that Lessee holds over, then the Base Rent shall be increased to 150Yo of the Base Rent applicable immediately preceding the expiration or termination. Holdover Base Rent shall be calculated on monthly basis. Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.

27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies al law or in equity.

28. Covenants and Condlllons; Construction of Agreement. All provisions of this Lease to be observed or performed by Lessee are both covenants and conditions. In construing this Lease, all headings and titles are for the convenience of the Parties only and shall not be considered a part of this Lease. Whenever required by the context, the singular shall include the plural and vice versa. This Lease shall not be construed as ii prepared by one of the Parties, but rather according to its lair meaning as a whole, as ii both Parties had prepared It.

29. Binding Effect; Choice of Law. This Lease shall be binding upon the parties, their personal representatives, successors and assigns and be governed by the laws of 11-e Stale in which the Premises are localed. Any litigation between the Parties hereto concerning this Lease shall be initiated in the county in which the Premises are located.

30. Subordination; AUornment; Non-Disturbance.

30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate to any ground lease, mortgage, deed of trust, or other hypolhecation or security device (collectively, "Security Device"), now or hereafter placed upon the Premises, to any and all advances made on the security thereof, and to all renewals, modifications, and extensions thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together referred to as "Lender") shall have no liability or obligation to perform any of the obligations of Lessor under this Lease. Any Lende:.~ lect to have this Lease and/or any Option granted hereby superior to the lien of its Security Device by giving written notice thereof to "J'"U "'oo ..... 00 ... _ -~ ~~ ..... _, .......... _ ..... _ .. -;z .. f!""- t,'- PAGE14OF17
~- I ALS
@1999- AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11I14E documentation or recordation thereof.

30.2 Attornment. In the event that Lessor transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of a Security Device to which this Lease is subordinated (i) Lessee shall, subject to the non-disturbance provisions of Paragraph 30 .3, attorn to such new owner, and upon request, enter into a new lease, containing all of the terms and provisions of this Lease, with such new owner for the remainder of the term hereof, or, at the election of the new owner, this Lease will automatically become a new lease between Lessee and such new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and such new owner shall assume all of Lessofs obligations, except that such new owner shall not: (a) be liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject lo any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by prepayment of more than one month's rent, or (d) be liable for the return of any security deposit paid to any prior lessor which was not paid or credited to such new owner.

30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor alter the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") from the Lender which Non-Disturbance Agreement provides that Lessee's possession of the Premises, and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises. Further, within 60 days alter the execution of this Lease, Lessor shall, ii requested by Lessee, use its commercially reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee's option, d~ectly contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance Agreement.

30.4 Sell-Executing. The agreements contained in this Paragraph 30 shall be effective without the execution of any further documents; provided, however, that, upon written request from Lessor or a Lender in connection with a sale, financing or refinancing of the Premises, Lessee and Lessor shall execute such further writings as may be reasonably required to separately document any subordination, attornment and/or Non-Disturbance Agreement provided for herein.

31. Attorneys' Fees. II any Party or Broker brings an action or proceeding involving the Premises whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to reasonable attorneys' lees. Such lees may be awarded in the same suil or recovered in a separate suit, whether or not such action or proceeding is pursued to decision or judgment. The term, "Prevailing Party" shall include, without limilation, a Party or Broker who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its claim or defense.

The attorneys' lees award shall not be computed in accordance with any court lee schedule, but shall be such as to fully reimburse all attorneys' lees reasonably incurred. In addition, Lessor shall be entitled to attorneys' lees, costs and expenses incurred in the preparation and seivice of notices of Default and consultations in connection therewith, whether or not a legal action is subsequently commenced in connection with such Del aulmr resulting Breach ($200 is a reasonable minimum per occurrence for such services and consuhation).

32. Lessors Access; Showing Premises; Repairs. Lessor and Lessofs agents shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times alter reasonable prior notice for the purpose of showing the same to prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there is no material adverse effect on Lessee's use of the Premises. All such activities shall be without abatement of rent or liability to Lessee.

33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the Premises without Lessor's prior written consent.

Lessor shall not be obligated to exercise any standard of reasonableness in determining whether to permit an auction.

34. Signs. Lessor may place on the Premises ordinary "For Sale" signs at any time and ordinary "For Lease· signs during the last 6 months of the term hereof. Except for ordinary "For Sublease" signs which may be placed only on the Premises, Lessee shall not place any sign upon the Project without Lessofs prior written consent. All signs must comply with all Applicable Requirements.

35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor, the voluntary or other surrender of this Lease by Lessee, the mutual termination or cancellation hereof, or a termination hereof by Lessor I orBreach by Lessee, shall automatically terminate any sublease or lesser estate in the Premises; provided, however, that Lessor may elect to continue any one or all existing subtenancies. Lessor's failure within 10 days following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lesso(s election to have such event constitute the termination of such interest.

36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a Party is required to an act by or for the other Party, such consent shall not be unreasonably withheld or delayed. Lessofs actual reasonable costs and expenses (including but not limited to architects', attorneys', engineers' and other consultants' lees) incurred in the consideration of, or response to, a request by Lessee for any Lessor consent, including but not limited to consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon receipt of an invoice and supporting documentation therefor. Lessofs consent to any act, assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach, except as may be otherwise specifically staled in writing by Lessor at the time of such consent. The failure to specify herein any particular condition to Lesso(s consent shall not preclude the imposition by Lessor al the time of consent of such further or other conditions as are then reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and in reasonable detail within 1 O business days following such request. 37-. ---GuaffmleF,
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38. Quiet Possession. Subject lo payment by Lessee of the Rent and performance of all of the covenants, conditions and provisions on Lessee's part lo be observed and performed under this Lease, Lessee shall have quiet possession and quiet enjoyment of the Premises during the term hereof.

39. Options. II Lessee is granted any option, as defined below, then the following provisions shall apply.

39.1 Del lnitlon. "Option" shall mean: (a) the right to extend or reduce the term of or renew this Lease or to extend or reduce the term of or renew any lease that Lessee has on other property of Lessor; (b) the right of first refusal or first offer to lease either the Premises or other property of Lessor; (c) the right to purchase, the right of first offer to purchase or the right of first refusal to purchase the Premises or other property of Lessor.

39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be r si/d or exercised by anyone other than said original Lessee a,nd Only while the original Lessee Is in lull possession of the Premises a~d, 11 j j PAGE15 OF17 __j__
INITI ~
©1999 • AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11/14E requested by Lessor, with Lessee certifying lhal Lessee has no intention ol lherealter assigning or subletting.

39.3 Multiple Options. In the event that Lessee has any mulliple Options lo extend or renew this Lease, a later Option cannot be exercised unless the prior Options have been validly exercised.

39.4 Effect of Default on Options.
(a) Lessee shall have no right lo exercise an Option: (i) during the period commencing with the giving of any notice of Delaull and continuing until said Delaull is cured, (ii) during the period of time any Rent is unpaid (without regard to whether notice thereof is given Lessee), (iii) during the lime Lessee is in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices of separate Delaull, whether or not the Defaults are cured, during the 12 month period immediately preceding the exercise of the Option. (b) The period of lime within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's inability to exercise an Option because of the provisions of Paragraph 39.4(a). (c) An Option shall terminate and be of no further force or ellecl, notwithstanding Lessee's due and timely exercise of the Option, ii, alter such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent for a period of 30 days alter such Rent becomes due (without any necessity of Lessor lo give notice lhereol),or (ii) ii Lessee commits a Breach of this Lease.

40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or other security measures, and that Lessor shall have no obligation whatsoever lo provide same. Lessee assumes all responsibility for the protection of the Premises, Lessee, its agents and invitees and their properly from the acts of third parties.

41. Reservations. Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of parcel maps and restrictions, and (iii) to create and/or install new utility raceways, so long as such easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably interfere with the use of the Premises by Lessee.

Lessee agrees lo sign any documents reasonably requested by Lessor lo ellectuate such rights.

42. Performance Under Protest. . II at any lime a dispute shall arise as to any amount or sum of money to be paid by one Party to the other under the provisions hereof, the Party against whom the obligation to pay the money is asserted shall have the right to make payment "under protest" and such payment shall not be regarded as a voluntary payment and there shall survive the right on the part of said Party to institute suit for recovery of such sum. If ii shall be adjudged that there was no legal obligation on the part of said Party lo pay such sum or any part thereof, said Party shall be entitled to recover such sum or so much thereof as ii was not legally required to pay. A Party who does not initiate suit for the recovery of sums paid "under protest" within 6 months shall be deemed lo have waived its right lo protest such payment.

43. Authority; Multlple Parties; Execution.
(a) II either Party hereto is a corporation, trust, limited liability company, partnership, or similar entity, each individual executing this Lease on behall of such entity represents and warrants that he or she is duly authorized to execute and deliver this Lease on its behalf. Each Party shall, within 30 days alter request, deliver lo the other Party satisfactory evidence of such authority. (b) II this Lease is executed by more than one person or entity as "Lessee", each such person or entity shall be jointly and severally liable hereunder. II is agreed that any one of the named Lessees shall be empowered to execute any amendment to this Lease, or other document ancillary thereto and bind all of the named Lessees, and Lessor may rely on the same as ii all of the named Lessees had executed such document.
(c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument.

44. Conflict. Any conflict between the printed provisions of this Lease and the typewrilten or handwritten provisions shall be controlled by the typewritten or handwritten provisions.

45. Oller. Preparation of this Lease by either party or their agent and submission of same lo the other Party shall not be deemed an offer lo lease to the other Party. This Lease is not intended to be binding until executed and delivered by all Parties hereto.

46. Amendments. This Lease may be modified only in writing, signed by the Parties in interest at the time of the modification. As long as they do not materially change Lessee's obligations hereunder, Lessee agrees to make such reasonable non-monetary modifications to this Lease as may be reasonably requi'ed by a Lender in connection with the obtaining of normal financing or refinancing of the Premises.

47. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT.

48. Arbitration of Disputes. An Addendum requiring lhe Arbitration of all disputes between the Parties and/or Brokers arising out of this Lease D is Ii'.! is not altached lo this Lease.

49. Accesslblltty; Americans with Dlsabillties Act.
(a) The Premises: 0 have not undergone an inspection by a Certified Access Specialist (CASp).  have undergone an inspection by a Certified Access Specialist (CASp) and ii was determined that the Premises met all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.  have undergone an inspection by a Certified Access Specialist (CASp) and it was determined that the Premises did not meet all applicable construction-related accessibility standards pursuant to California Civil Code §55.51 et seq.
(b) Since compliance with the Americans with Disabilities Act (ADA) is dependent upon Lessee's specific use of the Premises, Lessor makes no warranty or representation as to whether or not the Premises comply with ADA or any similar legislation. In the event that Lessee's use of the Premises requires modifications or additions lo the Premises in order lo be in ADA compliance, Lessee agrees to make any such necessary modifications and/or additions at Lessee's expense.

LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE

THAT,AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES.

ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AIR COMMERCIAL REAL ESTATE ASSOCIATION OR BY ANY

BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:
1, SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.

2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING OF

THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE ROOF AND OPERATING SYSTEMS, COMPLIANCE WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE.

WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE Ill WHICH THE PREMISES ARE LOCATED. 14--
~ R COMMERCIAL REAL ESTATE ASSOCIATION
PAGE160F17
FORM MTN-20-11/14E
The parties hereto have executed this Lease at the place and on the dates specified above their respective signatures. ¥} /J.A'o"J /J (P ~~~ute/L? .f.iff1 (IJ~, (I/L ~n~cutedat:_ ~ qijB-iP-'b.-,e.....~...,..,_LJ +-'-'- -~- By LESSEE:
=====---'----'c:.:;:.=-'1-===+---'--''-"---'====t===----''--"--_C_i_t~y _ _ _ ___ C_ l _a_r_a_d_b_a_ S_i_l_i_· c_o_n _ _ V_a_l _l_e~y_ P_o_,_,e_r By:

Name Printed:

Title: _ ______ ___ ______ _____ _
Address: 3 4 76 Edward A -.enue
Santa Clara, CA 95054
Telephone:(ill) _9_8_6_-_0_4_5_1 _ _ _ ____ ___ _ __ Telephone:L _ l ________________ _ Facsimile: ) Facsimile:L_) _____ _ _____ _ ____ _ _ _
Email: Email: _____ _ _ _ _ _ _ _ _ _ _ _ ___ _
Email: Email:

Federal ID No. Federal ID No. ___ _ _ _ _ _ _ _ _ _ _ ___ _ _ _ BROKER:

Cassidy Turley Commercial Real Estate
Services Inc, dba Cushman & Wakefield
Attn: Dave Geissberqer / Kalil Jenab
Title: Vice President / Vice Chairman
Address: 300 Santana Row, Fifth Floor
BROKER:

Cassidy Turley Commercial Real Estate
Services Inc., dba Cushman & Wakefield
Attn: Dave Geissberqer / Kalil Jenab
Title: Vice President / Vice Chairman
San Jose CA 95128 Address:300 Santana Row, Fifth Floor
Telephone:(408 ) .c.6.=l..cS_-""3-'4""0""0_ _ ___ _ _ _____ =S-=a"-'n'-=-J-"o-=s-=e.,__-=Cc.cA'--"-9-=-5-=l-=2-=-8 ____________ _ Facslmile:(408 ) ~6.,,l.:,5_-=3...,4...,4...,4_ ___ ___ __ Telephone: (ill) ~6.,,1=5'----=3.::4.::0.::0 ___ _____ _ Emall:[email protected] / Facsimlle:fill)=6-=l-=5_--=3c...:4c...:4'-'4'--_ _ _ ___ _ ___ _ _ kalil. [email protected] Email:dave. qe [email protected] / Federal ID No. _ ___ _ ___ _____ ____ __ kal il. [email protected] Broker/Agent BRE License#: 01401887 / 00848 988 FederallDNo. _ _ _____ _ _ _ ___ ____ _ _ ______________________ Broker/Agent BRE License#: 01401887 / 00848988 NOTICE: These forms are often modified to meet changing requirements of law and Industry needs. Always write or call to make sure you are utlllzlng lhe most CIJ'rent form: AR Commercial Real Estate Association, 500 N Brand Blvd, Suite 900, Glendale, CA 91203.

Telephone No. (213) 687-8777. Fax No.: (213) 687-8616.
©Copyright 1999 By AIR Commercial Real Estate Association.

All rights reserved. No part of these works may be reproduced In any form without permission in writing.

PAGE 17 OF 17
©1999 - AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-20-11114E 8 D D D

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Exhibit A
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Exhibit B
:t:32,494 SF
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ADDENDUM TO STANDARD INDUSTRIAL/COMMECIAL MULTI-TENANT LEASE - NET By and Between
Gahrahmat Family Limited Partnership II, LP ("Lessor")
AND
City of Santa Clara dba Silicon Valley Power ("Lessee") THIS ADDENDUM (this "Addendum"), dated as of August 28, 201S, is made to the Standard Industrial/Commercial Multi-Tenant Office Lease - Net, dated as of even date herewith (as hereby modified and supplemented, the "Lease"), by and between Gahrahmat Family Limited Partnership II, LP, as Lessor, and City of Santa Clara dba Silicon Valley Power, as Lessee, for Premises located at 881 Martin Avenue, Santa Clara, California.

NOW, THEREFORE, in consideration of the mutual promises herein, and for good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto hereby modify, amend and/or supplement the Lease as follows, it being agreed that to the extent of any conflict between the Lease and this Addendum, the terms and conditions of this Addendum shall control:

SO. ANNUAL RENT INCREASES. Base Rent is payable in the following amounts and shall be adjusted as provided below:

Months Rent/Month NNN
1-12 $ 3S.743.40
13-24 $36,815.70
2S-36 $37,920.17
27-48 $ 39.0S7.78
49-60 $40 229.51

51. TENANT IMPROVEMENTS. Lessor shall provide and pay for the following:
a. Two (2) 12 ton cooling units for the server room
b. Repair vandalized electrical panels located in the server room c. Deliver the existing Generator in good working order including all of its maintenance and repair documentations in Lessor's possession.

Lessor shall also provide One Hundred and Sixty-Two Thousand Four Hundred and Seventy and 00/ I 00 Dollars ($162,470.00) towards mutually agreed to improvements as described in Exhibit A of this agreement. Tenant agrees to supervise/manage the construction of said improvements and the General Contractor ("Technical Builders").

Tenant, at Tenants sole cost and expense shall be allowed to demo/remove existing Liebert units in the server room without any obligation to restore upon lease Termination. The mutually approved initial tenant improvements referenced in this section shall not be subject to Restoration upon lease Termination.

Lessor shall expend such allowance on the design, construction, and management of the Tenant Improvements, including, without limitation, costs for labor, materials, permits and reasonable project management fees. The purpose of the Tenant Improvement Allowance is for the completion of the Tenant Improvements described in this section of this Lease, Lessee shall assume sole responsibility, without right to reimbursement from Lessor, for all Tenant Improvements costs in excess of One Hundred Sixty Two Thousand For Hundred Seventy Dollars and 00/00 ($162,470,00). Any such excess will be billed to Lessee by Lessor for immediate payment to Lessor within IO days of receipt of an invoice for reimbursement.

52. RIGHT OF FIRST OFFER TO EXPAND PREMISES. In the event that, prior to the Lease Expiration Date or any extensions thereof, Lessor receives a bona-fide offer to lease the adjacent space in the Building or the entire Building from a third party ("Third-Party Bona-Fide Offer"), then Lessor shall provide written notice thereof to Lessee ("Lessor's Notice"). Such Lessor's Notice shall contain a summary of the terms of the Third-Party Bona-Fide Offer. Lessee shall have five (S) business days after receipt of Lessor's Notice to submit a written lease proposal ("Lease Proposal") to Lessor containing the terms upon which Lessee proposes to lease the subject space from Lessor. If Lessor and Lessee are unable to agree on the business terms of the Lease Proposal within five business days of Lessor's receipt of the Lease ProposaL Lessor shall be free to lease the subject space to any other party and Lessor shall have no further obligation to negotiate with Lessee and this provision shall be no longer in effect.

53. LEASE EXTENSION.

53.1 Tenant shall be granted one (I) option to extend the lease an additional tenn of five (5) years. Rent for the option term shall be at the then fair market rate for similar type Office/R&D space in the surrounding area of Santa Clara. ("Agreement to Extend"). Tenant shall give Lessor nine (9) months prior written notice of exercising its option to extend and they shall reach such mutual agreement ninety (90) days prior to the Lease Expiration Date.

53.2 The Lease shall be extended for a five (5) year term upon all of the terms and conditions of this Lease, provided that the Base Monthly Rent for the extension period shall be the "Fair Market Rent" for the Leased Premises, increased as set forth below. For purposes hereof, "Fair Market Rent" shall mean the Monthly Rent determined pursuant to the process described below for similar type Office/R&D space in the surrounding area of Santa Clara. In no event, however, shall any adjustment of Base Monthly Rent pursuant to this paragraph result in a decrease of the Monthly Rent for the Leased Premises below the amount due from Lessee for the preceding portion of the initial Lease Term for which Monthly Rent had been fixed. At the end of the first 12 month period of the extension Period, Monthly Rent shall be increased by 3%, and 3% every anniversary thereafter. No leasing commissions shall be due or payable to any broker retained by Lessee with regard to this Lease for any Extension Period.
{{
1 53.3 Within thirty (30) days after the parties reach an Agreement to Extend, Lessor shall notify Lessee in writing of Lessor's estimate of the Monthly Rent for the applicable extension period, based on the provisions of Paragraph 53.2 above. Within thirty (30) days after receipt of such notice from Lessor, Lessee shall have the right either to (i) accept Lessor's statement of Monthly Rent as the Monthly Rent for the applicable extension period; or (ii) elect to arbitrate Lessor's estimate of Fair Market Rent, such arbitration to be conducted pursuantto the provisions hereof Failure on the part of Lessee to require arbitration of Fair Market Rent within such 30-day period shall constitute acceptance of the Monthly Rent for the applicable extension period as calculated by Lessor. If Lessee elects arbitration, the arbitration shall be concluded within 90 days after the date of Lessee's election, subject to extension for an additional 30-day period if a third arbitrator is required and does not act in a timely manner. To the extent that arbitration has not been completed prior to the expiration of any preceding period for which Monthly Rent has been determined, Lessee shall pay Monthly Rent at the rate calculated by Lessor, with the potential for an adjustment to be made once Fair Market Rent is ultimately determined by arbitration.

53.4 In the event of arbitration, the judgment or the award rendered in any such arbitration may be entered in any court having jurisdiction and shall be final and binding between the parties. The arbitration shall be conducted and determined in the County of Santa Clara in accordance with the then prevailing rules of the American Arbitration Association or its successor for arbitration of commercial disputes except to the extent that the procedures mandated by such rules shall be modified as follows:
{a) Lessee shall make demand for arbitration in writing within thirty (30) days after service of Lessor's determination of Fair Market Rent given under Paragraph 53.3 above, specifying therein the name and address of the person to act as the arbitrator on its behalf: The arbitrator shall be qualified as a real estate appraiser familiar with the Fair Market Rent of similar industrial, research and development, or office space in the Santa Clara area who would qualify as an expert witness over objection to give opinion testimony addressed to the issue in a court of competent jurisdiction. Failure on the part of Lessee to make a proper demand in a timely manner for such arbitration shall constitute a waiver of the right thereto. Within fifteen ( 15) days after the service of the demand for arbitration, Lessor shall give notice to Lessee, specifying the name and address of the person designated by Lessor to act as arbitrator on its behalf who shall be similarly qualified. If Lessor fails to notify Lessee of the appointment of its arbitrator, within or by the time above specified, then the arbitrator appointed by Lessee shall be the arbitrator to determine the issue.
{b) In the event that two arbitrators are chosen pursuant to Paragraph 53.4(a) above, the arbitrators so chosen shall, within fifteen ( 15) days after the second arbitrator is appointed determine the Fair Market Rent. If the two arbitrators shall be unable to agree upon a determination of Fair Market Rent within such 15-day period, they, themselves, shall appoint a third arbitrator, who shall be a competent and impartial person with qualifications similar to those required of the first two arbitrators pursuant to Paragraph 53.4 (a). In the event they are unable to agree upon such appointment within seven days after expiration of such 15-day period, the third arbitrator shall be selected by the parties themselves, if they can agree thereon, within a further period of fifteen ( 15) days. If the parties do not so agree, then either party, on behalf of both, may request appointment of such a qualified person by the then Presiding Judge of the California Superior Court having jurisdiction over the County of Santa Clara, acting in his or her private and not in his or her official capacity, acting in his private and not in his official capacity, and the other party shall not raise any question as to such Judge's full power and jurisdiction to entertain the application for and make the appointment. The three arbitrators shall decide the dispute if it has not previously been resolved by following the procedure set forth below. { c) Where an issue cannot be resolved by agreement between the two arbitrators selected by Lessor and Lessee or settlement between the parties during the course of arbitration, the issue shall be resolved by the three arbitrators within 15 days of the appointment of the third arbitrator in accordance with the following procedure.

The arbitrator selected by each of the parties shall state in writing his determination of the Fair Market Rent supported by the reasons therefor with counterpart copies to each party. The arbitrators shall arrange for a simultaneous exchange of such proposed resolutions. The role of the third arbitrator shall be to select which of the two proposed resolutions most closely approximates his determination of Fair Market Rent. The third arbitrator shall have no right to propose a middle ground or any modification of either of the two proposed resolutions. The resolution he chooses as most closely approximating his determination shall constitute the decision of the arbitrators and be final and binding upon the parties.
{d) In the event of a failure, reli.isal or inability of any arbitrator to act, his successor shall be appointed by him, but in the case of the third arbitrator, his successor shall be appointed in the same manner as provided for appointment of the third arbitrator. The arbitrators shall decide the issue within fifteen ( 15) days after the appointment of the third arbitrator. Any decision in which the arbitrator appointed by Lessor and the arbitrator appointed by Lessee concur shall be binding and conclusive upon the parties. Each party shall pay the fee and expenses of its respective arbitrator and both shall share the fee and expenses of the third arbitrator, if any, and the attorneys' foes and expenses of counsel for the respective parties and of witnesses shall be paid by the respective party engaging such counsel or calling such witnesses. {e) The arbitrators shall have the right to consult experts and competent authorities to obtain factual information or evidence pertaining to a determination of Fair Market Rent, but any such consultation shall be made in the presence of both parties with foll right on their part to cross-examine. The arbitrators shall render their decision and award in writing with counterpart copies to each party. The arbitrators shall have no power to modify the provisions of this Lease.

54. SIGNAGE. Tenant may, at Tenant's sole cost and expense, have building and monument signage, subject to Landlord's approval, which shall not be unreasonably withheld, and approval by the City of Santa Clara

55. CALIFORNIA PUBLIC RESOURCES CODE§ 25402.10. If Lessee (or any party claiming by, through or under Lessee) pays directly to the provider for any energy consumed at the Building, Lessee, promptly upon request, shall deliver to Lessor (or, at Lessor's option, execute and deliver to Lessor an instrument enabling Lessor to obtain from such provider) any data about such consumption that Lessor, in its reasonable judgment, is required disclose to a prospective buyer, tenant or mortgage lender under California Public Resources Code § 25402. IO or law. 2 56. WIRING AND CABLING. At any time prior to, or within fifteen ( 15) days after the expiration or sooner termination of this Lease, Lessor may elect by written notice to Lessee to: (i) retain any or all electrical or telecommunications wiring, cables, risers, mounts, and/or similar installations installed by Lessee (the "Telecommunications Wiring"); or (ii) remove any or all such Telecommunications Wiring and restore the Premises or other areas within the Building Project to their condition prior to the installation of the Telecommunications Wiring (the "Wiring Restoration Work"); and (x) that Lessor shall perform such Wiring Restoration Work at Lessee's sole cost and expense, using available Security Deposit fonds (or, if insufficient, Lessee shall pay all costs therefor within ten ( IO) days after Lessor's written demand); or (y) require Lessee to perform the Wiring Restoration Work at Lessee's sole cost and expense. The provisions of this Article 56 shall survive the expiration or sooner termination of this Lease.

57. LESSOR'S CONDITION SUBSEQUENT. This Lease is specifically conditional upon Lessor's obtaining a fully executed Lease signed by Lessee and returned to Lessor on or before Friday, November 20, 2015. In the event that Lessee fails to execute and return a fully signed Lease to Lessor on or before November 20, 2015, this Lease shall automatically become null and void whereupon the parties shall have no further obligation hereunder.

NOW, THEREFORE, the parties hereto have executed this Addendum as of the date first above written.

AGREED AND ACCEP ED
Lessee: City of Santa Clara dba Silicon Valley Power
By: _~~~ Dated: ,0/8.1/ts-
AITEST:

L (2;4-naa&22:_ 4£:,,~
01r - City Clerk
CONSULT YOUR PROFESSIONAL ADVISORS: THIS DOCUMENT HAS BEEN PREPARED FOR SUBMISSION TO YOUR

ATTORNEY, TAX ACCOUNTANT, GEOLOGIST OR OTHER PROFESSIONAL ADVISOR FOR APPROVAL FROM THE STANDPOINT OF PROTECTION OF YOUR INTERESTS AND RIGHTS. NO REPRESENTATION OR RECOMMENDATIONS ARE

MADE BY NAI BT COMMERCIAL, ITS AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF THIS DOCUMENT OR THE TRANSACTION RELATING THERETO. ADDRESS THESE QUESTIONS TO YOUR ATTORNEY AND/OR OTHER PROFESSIONAL ADVISORS.
3 111
1111 CUSHMAN &
Ill 1111 WAKEFIELD
Attachment A

AGENCY CONFIRMATION
(per California Civil Code Section 2079.17)
Property Address: 881 Martin Avenue, Santa Clara. California 300 Santana Row, Fifth Floor
San Jose, CA 95128
Tel +1408615 3400
Fax +1 408 615 3444
cushmanwakefield.com
CalBRE License #01880493
The following agency relationshlp(s) ls/are hereby confirmed for this transaction:

Cushman & Wakefield is the agent of (check one):

D the seller / lessor exclusively; or
IZl both the lessee and the lessor.

Acknowledged:

Seller / Lessor:

Buyer / Lessee:

Dual Agent: Cushman & Wakefield
By:

J?~
-~, ... ·,., By: ~-- -;,,l.~>r-'
..,Kalil Jenab
BRE Lie. No.: 01880493
BRE Lie. No. 01401887
Date: 10/9/15
BRE Lie. No. 00848988
Date: 10/9/15
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CUSHMAN &

WAKEFIELD
Attachment B

REAL PROPERTY DISCLOSURES
300 Santana Row, Filth Floor
San Jose, CA 95128
Tel +1408615 3400
Fax +1408615 3444
cushmanwakefield.com
CalBRE License #01880493
CUSHMAN & WAKEFIELD ("Broker") provides this Real Property Disclosure Notice ("Notice") in reference to a proposed transaction by and between Gahrahmat Family Limited Partnership II, LP ("Lessor") and City of Santa Clara dba Silicon Valley Power ("Lessee") regarding real property identified as: 881 Martin Avenue, Santa Clara, California (the "Property").

Hazardous Materials
Comprehensive federal, state and local laws, regulations and ordinances ("Laws") control the disclosure, use, storage, handling, removal and disposal of Hazardous Materials. The term "Hazardous Materials" includes, but is not limited to, underground storage tanks, petroleum, paint, solvents, lead, cyanide, DDT, inks, acids, pesticides, ammonium, asbestos, heavy metals, PCBs, and any contaminated, hazardous or toxic substance.

Hazardous Materials may be present at the Property due to current or prior use, or the use of adjacent properties. Except as expressly stated in this paragraph, Broker and its agents have not made and will not make any analysis, investigation, representation or warranty with respect to any Hazardous Materials matters, including without limitation the presence or absence of Hazardous Materials on or impacting the Property.

Broker recommends that you consult your advisors with respect to all Hazardous Materials matters.

Americans with Disabilities Act
The Americans with Disabilities Act C'ADA") requires, among other things, that owners of "public accommodations" remove barriers to access by disabled persons, and provide auxiliary aids and services for hearing, vision or speech impaired persons. Any change of use or alterations of the Property may trigger such requirements, even if existing use is in compliance with the ADA. Except as expressly stated in this paragraph, Broker and its agents have not made and will not make any analysis, investigation, representation or warranty with respect to any ADA matters. Broker recommends that you consult your advisors with respect to all ADA matters.

Natural Hazards - Sale Only
Various Laws require a seller and its broker to disclose the existence of certain natural hazards to a buyer, including whether the property is located in an earthquake fault zone, a seismic hazard zone, a special flood hazard area, an area of potential flooding, a fire hazard severity zone, or a wildland fire area. If Broker represents the Seller, Broker will provide Buyer with a report prepared by an independent third party regarding such natural hazards during the due diligence period under the purchase contract. commercial Property owner's Guide to Earthquake Safety- Sale Only The seller of a precast concrete or reinforced or unreinforced masonry building with wood frame floors or roof which was built before January 1, 1975 must deliver to the buyer a copy of "The Commercial Property Owner's Guide to Earthquake Safety" published by the California Seismic Safety Commission. Buyer acknowledges that Seller and/or Broker have disclosed whether such requirement applies to this Property, and if so, that Broker has delivered to Buyer a copy of that Guide.

Water Heater Bracing Disclosure and Certification - Sale Only Seller hereby certifies that all water heaters in or on the Property are braced, anchored or strapped to resist falling or horizontal displacement due to earthquake motions as required by state and applicable local codes.

Lead Based Paint Pamphlet- Sale or Lease of Residential Property The seller or lessor of any residential property built before 1978 must provide the buyer or lessee with a lead hazard information pamphlet, disclose the presence of any known lead-based paint and provide a statement to be signed by the buyer or lessee that the buyer or lessee has read the warning statement, has received the pamphlet, and has a 10-day opportunity to inspect before becoming obligated under the contract.

Broker Disclaimer
Broker has not made and will not make any analysis, investigation, representation or warranty regarding (a) the zoning of the Property or the legality of any present or future use of the Property; (b) the compliance of the Property with any Law; (c) the physical condition of the Property, including without limitation the structural, mechanical, or soils conditions of the Property or the presence or absence of wood-destroying organisms, mold, allergens, fungi, spores, pollens, insects or pests; (d) the financial condition or prospects of the Property or any of its tenants, including without limitation the accuracy or completeness of income and expense information and projections, or the intent or ability of any tenant to continue its tenancy; (d) the size, measurements or boundaries of the Property; or (e) pending or future action by any government or other entity or person that might impact the Property. Broker recommends that you consult your advisors with respect to each of these matters.

Real Property Disclosures
License #0188049
11111111111

CUSHMAN &

WAKEFIELD
Legal. Tax and Accounting Matters
Name
Date

Broker and its agents are not qualified to provide legal, tax or accounting advice, and have not made and will not make any analysis, investigation, representation or warranty regarding any legal, tax or accounting matters. Broker recommends that you consult your advisors with respect to all legal, tax and accounting matters.

Broker Multlple Representation
Broker and its agents have a wide variety of clients, and may represent other buyers or lessees interested in the Property, or may represent other sellers or lessors with property similar to the Property. Buyer or Lessee understands and agrees that Broker and its agents may present multiple offers on the Property to the Seller or Lessor. Seller or Lessor understands and agrees that Broker and its agents may present multiple properties to the Buyer or Lessee.

Non-Binding Proposal/ Letter of Intent
If this Disclosure Notice accompanies a proposal or Letter of Intent then ii is a statement of the terms upon which the Buyer and Seller or Lessor and Lessee (the "Parties") may be interested in pursuing further negotiations concerning the Property, and is not intended to be a complete or binding agreement between the Parties. No binding agreements shall be created between the Parties until a full and final written agreement containing all material terms of the transaction is prepared, reviewed and approved by the Parties and their respective counsel, if any, and mutually executed and delivered.

Each Party acknowledges that it has incurred, and will incur, costs and expenses in connection with the transaction contemplated hereby, including but not limited to the costs of investigation and assessment of the economic and other merits of the proposal, as well as legal expenses in connection with the preparation of a final and binding agreement, all of which costs are incurred at such Party's sole cost and risk, and not in reliance upon any act or representations of the other Party or Broker. Either Party may terminate the negotiations at any time for any reason, or for no reason, without liability or obligation whatsoever.

Real Property Disclosures
License #0188049