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LF-300 Lease Office NNN

LF-300 Lease Office NNN

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Published by L. Ted Prosser

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Published by: L. Ted Prosser on Sep 19, 2011
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09/19/2011

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OFFICE BUILDING LEASE AGREEMENT

(TENANT) AND (LANDLORD) AT

(BUILDING)

BASIC LEASE INFORMATION Lease Date: Tenant: Address of Tenant: Contact: Tenant Form of Entity: Landlord: Address of Landlord: Contact: Landlord Form of Entity: Premises: The space in the Building demised to Tenant as further shown on the outline in Exhibit B of the Lease, consisting of approximately rentable square feet. The buildings, equipment and other improvements and appurtenances of every kind and description now located or hereafter erected, constructed or placed upon the Land and any and all alterations, renewals, replacements, additions and substitutions thereto. The land known by the address of as further described in Exhibit A to the Lease. Collectively, the Land and Building, together with all landscaping, driveways, parking areas, parking garages, and all other buildings and improvements which are now or hereafter located on the Land. The period commencing on the Commencement Date (as defined in the Lease) and, subject to and upon the terms and conditions set forth in the Lease, or in any exhibit or addendum thereto, continuing for ( ) calendar months thereafter; provided, however, if the term of the Lease is deemed to have commenced on a date other than the first day of a calendar month, the expiration date of the Telephone: Telephone: ___________

Building:

Land: Property:

Lease Term:

primary term shall be extended so as to give effect to the full term specified above in addition to the remainder of the calendar month during which the Lease is deemed to have commenced. Estimated Commencement Date: Base Rent: Months Months Months Months Months Months Months $ $ $ $ $ $ $ SF/NRA/annum SF/NRA/annum SF/NRA/annum SF/NRA/annum SF/NRA/annum SF/NRA/annum SF/NRA/annum $ $ $ $ $ $ $ per month per month per month per month per month per month per month

Net Rentable Area of the Premises: Net Rentable Area of the Building: Tenant's Pro Rata Share: The percentage which expresses the ratio between the net rentable area comprising the Premises ( SF) and the net rentable area of the Building ( SF) which, for the purposes of this Lease, shall be ( %) provided, however, that the actual number of net rentable area comprising the Premises and/or the Building is subject to reasonable adjustment per final working drawings for the construction of the Premises, which adjustment, if made, will also effect an adjustment to Tenant's Pro Rata Share. $ Tenant shall occupy the Premises for general office purposes and for no other use or purpose without the prior written consent of Landlord.

Security Deposit: Permitted Use:

This Basic Lease Information is hereby incorporated into and made a part of the lease attached hereto ("Lease"). Each reference in the Lease to any of the information or definitions set forth in this Basic Lease Information shall mean and refer to the information and definitions hereinabove set forth and shall be used in conjunction with the provisions of the Lease. In the event of any direct conflict between this Basic Lease Information and the Lease, this Basic Lease Information shall control; provided,

however, that those provisions of the Lease (including its Exhibits) which expressly require an adjustment to any of the matters set forth in this Basic Lease Information shall supersede the provisions of this Basic Lease Information. LANDLORD: TENANT:

By: Name: Title:

By: Name: Title:

.............................................................................................................10 Eminent Domain and Condemnation...........16 Certain Rights Reserved by Landlord..............................15 Notices........................................................................ 10........................................................3 Operating Expenses .......................................................................................................1 Lease Grant...............................................................16 Gender........................................11 Events of Default.........................................................................8 Subordination.........6 Common Areas.......................................................................................................................................................................................................................................................................................................................... 42................................................ 26........................................................................................14 Mechanic’s Liens.............................................. 37..TABLE OF CONTENTS 1...........15 Severability............................................................6 Use.............6 Tenant’s Repairs and Alterations.............................10 Fire or Other Casualty....................... 35.....................................................9 Inspection. 22.......... 33................................................................... 38......11 Holding Over.............14 Brokerage.......................2 Additional Rent ........6 Assignment and Subletting........17 Lender’s Approval.................................14 No Subrogation-Liability Insurance............................................ 25................5 Access by Tenant Prior to Commencement Date....................................................................................................... 27............................................................................................................................................................................ 28.....................................................17 Miscellaneous..................................................................................................................................................... 14. 39.15 Change of Building Name........................... 7................................................................................................................................... 21....................................... 15..................................................................................................................... 32.........................................18 Force Majeure................16 Amendments........16 Personal Liability.............................................. 4.....................................................19 Third Party Rights .............. 43.......................11 Taxes on Tenant’s Property.........................................16 Notice to Lender... 41................. 6. 24......13 Attorney’s Fees............................................................................................................16 Joint and Several Liability... 13.................... 18..18 Applicable Law..................................................................................................................................... 9................................................................16 Quiet Enjoyment........... 3............................................. Definitions and Basic Provisions............... 17....... 2.............................................................................................. 34........................................ Binding Effect.........................................................................3 Landlord’s Obligations..................................... 12............................................................................................... 11...............1 Rent .......................................... 16...... 30........ 8.................................................................................12 Surrender of Premises................................................................. 20.......................................................................................................................... 19............ 36.....................................................19 ...........................................................................7 Indemnity....................................................................................................... 31....................................................... 23..........................................................................4 Leasehold Improvements .9 Rules and Regulations..........15 Estoppel Certificates............................... 29........12 Remedies for Default............................................................................... 5................................................................................................ 40...............................................................................................................

........... 46..........................................................................................19 Landlord’s Lien........ 45......................... Exhibits and Attachments..............................................20 Short Form Lease.......................................19 Hazardous Materials............................................................................................................................................20 Authority to Bind.......................................................................20 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G Exhibit H Exhibit I Legal Description Outline of Premises Rules and Regulations Building Standard Improvements Parking Operating Expenses Substitution Space Renewal Option Monument Signage ................44...................... 48... 47..................................

mechanical rooms." which as used herein shall mean all floor area enclosed by the Exterior Building Wall of the Premises on such floor and measured to the midpoint of walls separating areas devoted to Building mechanical rooms. and (ii) an allocation of the square footage of the ground floor lobby. telephone. arcades. arcades. elevator lobbies. janitor closets. restrooms.OFFICE BUILDING LEASE AGREEMENT This OFFICE BUILDING LEASE AGREEMENT is entered into as of the Lease Date set forth in the Basic Lease Information by and between . information and basic provisions set forth in the Basic Lease Information ("Basic Lease Information") executed by Landlord and Tenant contemporaneously herewith are incorporated herein by reference for all purposes and shall be used in conjunction with the provisions of this Lease. The term "Net Rentable Area of the Building" shall mean the aggregate total of all Net Rentable Area in the Building. Building electrical rooms. in consideration of the rent to be paid and the other covenants and agreements to be performed by Tenant and upon the terms hereinafter stated. In the case of a multiple tenancy floor. and other Building service and common areas. No deductions from NRA are made for columns or projections necessary to the Building. (ii) an allocation of the Building service and common areas located on such floor. Building stairs and vertical flues and ducts. In the case of a single tenancy floor. WITNESSETH: 1. and is hereby stipulated for all purposes hereof to be as set forth in the Basic Lease Information. 2. As used herein. the term "Net Rentable Area" or "NRA" shall mean and refer to the Gross Floor Area (hereinafter defined) minus the Unrentable Floor Area (hereinafter defined) plus additional areas as provided herein. ("Landlord") and ("Tenant"). Definitions and Basic Provisions. (a) Landlord. service corridors. the NRA shall include (i) the "Allowable Area. mail and engineer rooms and other Building service and common areas. whether the same should be more or less as a result of minor variations resulting from actual construction and completion of the Premises or the Building. service corridors. Lease Grant. The Net Rentable Area of the Premises has been calculated on the basis of the foregoing definitions in general. The definitions. . The "Unrentable Floor Area" shall mean and refer to the vertical penetrations of the Building measured from within the penetration to the midpoint of the outermost wall enclosing the penetration and includes the elevator shafts. vending areas and other similar facilities which are intended for the use of all tenants on the particular floor." which as used herein shall mean all floor area enclosed by the Exterior Building Wall of the Premises on such floor and measured to the midpoint of the walls separating areas leased by or held for lease to other tenants or from areas devoted to corridors. mail and engineer rooms. telephone. and (iii) an allocation of the square footage of the ground floor lobby. The term "Gross Floor Area" shall mean and refer to all floor area on a given floor under the roof of the Building and measured to the "Exterior Building Wall" (which shall mean the outside surface of the outer glass or midpoint of the wall in the absence of glass of the exterior wall of the Building). the NRA shall include (i) the "Allowable Area. and Building janitor closets located on such floor. does hereby lease.

Rent for any fractional month at the beginning of the Lease Term shall be prorated based on one-three hundred sixty-fifth (1/365) of the current annual Base Rent for each day of the partial month this Lease is in effect. in addition to said installment of the Base Rent. Landlord shall not be deemed to be in default hereunder. Tenant promises and agrees to pay net rent to Landlord (“Base Rent”) as set forth in the Basic Lease Information without deduction or setoff. if Tenant fails to pay installment of Base Rent. One such monthly installment. In addition. which is overdue. (c) By occupying the Premises. then. prior to the Estimated Commencement Date. Within fifteen (15) days after Tenant's receipt of a request from Landlord.demise and let unto Tenant the Premises commencing on the first to occur of (i) the date upon which Tenant occupies the Premises. within thirty (30) days after the due date thereof. for any reason whatsoever. or portion thereof. Any such delay shall not affect the validity of this Lease. then (without in any way implying Landlord's consent to such late payment) Tenant. 3. Rent. to the extent permitted by law. Tenant agrees to accept possession of the Premises at such time as Landlord is able to tender the same and this Lease shall continue for the Lease Term specified in the Basic Lease Information. Tenant agrees to give Landlord a letter confirming the Commencement Date and certifying that Tenant has accepted delivery of the Premises and that the condition of the Premises complies with Landlord's obligations hereunder. Tenant shall pay Landlord interest on such overdue amounts from the due date thereof until paid at an annual rate (the "Past Due Rate") which equals the lesser of (i) eighteen percent (18%) or (ii) the highest rate then permitted by law. agrees to pay. In the event any installment of the Base Rent. shall be payable by Tenant to Landlord contemporaneously with the execution of this Lease. or any portion thereof. and shall be due and payable on or before that date on which Tenant certifies that it has accepted the Premises pursuant to Paragraph 2(c) hereof. if applicable. nor extend the Lease Term or affect the obligations of Tenant. or any portion thereof. In consideration of this Lease. Tenant shall be deemed to have accepted the same as suitable for the purpose herein intended and to have acknowledged that the same comply fully with Landlord's obligations. (b) If the Premises are not available and ready for occupancy. or (ii) the date upon which the Premises are substantially complete and ready for occupancy ("Commencement Date") and ending on the last day of the Lease Term unless sooner terminated as herein provided (“Expiration Date”). for each month of the entire Lease Term. subject to the provisions of Exhibit D. and a like monthly installment shall be due and payable without demand beginning on the first day of the calendar month following the expiration of the first full calendar month of the Lease Term and continuing thereafter on or before the first day of each succeeding calendar month during the Lease Terms hereof. in either such event. it being understood that said late payment charge shall be for the purpose of reimbursing Landlord for the additional costs and expenses which Landlord presently expects to incur in connection with the handling and processing of late installment payments of the Base Rent which become owing by Tenant to Landlord hereunder. is not received by the due date thereof. damages or liabilities in connection therewith or by reason thereof. notwithstanding that certain "punch list" type items may not have been completed. or fails to pay any other sum (other than Base Rent) which at any time becomes due to Landlord under any provision of this Lease as and when the same becomes due hereunder. The Security Deposit shall be held by Landlord without liability for interest and as security for the performance by Tenant of Tenant's . and Landlord shall not be liable or responsible for any claims. together with the Security Deposit. a late payment charge equal to five percent (5%) of the installment of the Base Rent.

Landlord may. Tenant shall pay to Landlord any additional amounts owed to Landlord as shown on the Operating Statement. If Landlord transfers its interest in the Premises during the Lease Term. Tenant agrees to pay monthly. Operating Expenses. Following any such application of the Security Deposit. Any payments due under this Paragraph 5 shall be prorated for any partial calendar year occurring . from time to time. as Additional Rent. at the location of Landlord’s books and records. Tenant or its representative shall have the right. without prejudice to any other remedy.covenants and obligations under this Lease. and Tenant shall pay such amounts monthly to Landlord in the same manner and at the same time as Base Rent. injury. expense or liability caused to Landlord by such event of default. As soon as is reasonably practicable following the end of each calendar year. an “Operating Statement”). the Operating Statement shall be deemed final and accepted by Tenant. and shall be payable on demand. it being expressly understood that such deposit shall not be considered an advance payment of rental or a measure of Landlord's damages in case of default by Tenant. at Tenant’s sole cost. Within thirty (30) days after receipt of an Operating Statement. unless other payment dates are set forth herein. use such deposit to the extent necessary to make good any arrearages of Base Rent or other amounts due hereunder and any other damage. If Tenant is not then in default hereunder. 5. thereafter. 4. the failure or delay by Landlord to provide Tenant with an Operating Statement shall not constitute a waiver by Landlord of Tenant’s obligation to pay its Operating Payment or of Landlord’s rights to send an Operating Statement or a waiver of its right to reconcile Tenant’s Operating Payment. as further defined in Exhibit F (“Tenant’s Operating Payment”). Tenant’s Pro Rata Share of any Operating Expenses. Landlord’s books and records with respect to Operating Expenses during normal business hours. as Additional Rent. Additional Rent. All sums other than Base Rent payable by Tenant under this Lease shall be deemed additional rent (“Additional Rent”). However. Landlord will submit to Tenant a statement showing in reasonable detail Operating Expenses for the Building on a per rentable square foot basis for the preceding calendar year along with a reconciliation of estimated payments made by Tenant as compared to Tenant’s actual Operating Payment for such calendar year (each. any remaining balance of such deposit shall be returned by Landlord to Tenant within a reasonable period of time after the expiration of this Lease. upon not less than ten (10) days’ prior notice rendered no later than twenty (20) days after delivery of an Operating Statement. Tenant covenants and agrees to pay to Landlord. Any monies owed Tenant by Landlord shall be applied by Landlord against the next accruing monthly installment(s) of Tenant’s Operating Payment due from Tenant. Landlord will assign the Security Deposit to the transferee and. in accordance with the provisions hereof. to review. Landlord shall have the same rights and remedies with respect to the failure by Tenant to pay Additional Rent as Landlord has with respect to the failure by Tenant to pay Base Rent. one-twelfth (1/12) of Landlord’s estimate of Tenant’s Operating Payment for the then current calendar year. In addition to the Base Rent. shall have no further liability for the return of such Security Deposit. but no more than once annually with respect to any given calendar year. Tenant shall pay to Landlord on demand the amount so applied in order to restore the Security Deposit to its original amount. Landlord will give Tenant written notice from time to time of such estimated amounts determined in good faith by Landlord based upon Landlord’s operating budget. Unless Tenant shall take written exception to any item contained in the Operating Statement within twenty (20) days after delivery thereof.

but not including electronic data processing equipment which (singularly) consumes more than 0. including. such service at hours other than Customary Business Hours to be furnished only after Landlord's receipt of request from Tenant. (iii) janitorial service to the Premises as are reasonably considered by the Landlord to be standard on weekdays other than Holidays (as hereinafter defined) and such window-washing as may from time to time in Landlord's judgment be reasonably required. (b) Landlord shall make available to Tenant electric power facilities sufficient to furnish power for lighting. to 1:00 p. provided that Landlord may reasonably limit the number of elevators to be in operation at times other than during Customary Business Hours for the Building. except Holidays. If Tenant shall desire any of the services specified in this Paragraph 6 at any time or in an amount other than times or amounts herein designated. the Fourth of July. Tenant shall bear the entire cost thereof. in common with other tenants. The term "Customary Business Hours" means 7:00 a.. without limitation. and at such temperatures and in such amounts as are reasonably considered by Landlord to be standard. who shall bear the entire cost thereof.during the Lease Term. during Customary Business Hours (as hereinafter defined). Tenant’s obligation to pay any amounts due under this Paragraph 5 and Landlord’s obligation to refund any overpayments made by Tenant under this Paragraph for the final year of the Term shall survive the Expiration Date or earlier termination of this Lease. (a) Subject to the limitations hereinafter set forth. to 7:00 p. only if a request from Tenant has been received by Landlord before 3:00 p. Landlord's Obligations. The term "Holidays" means New Year's Day. such excess service or services shall be supplied to Tenant.m. (v) replacement of Building standard light bulbs and fluorescent tubes. (iv) operatorless passenger elevators for ingress and egress to the floor on which the Premises are located. and Tenant shall pay to Landlord as Additional Rent the cost of such excess service or services (plus an additional charge of fifteen percent [15%] of such cost [excluding utility costs] to cover overhead) within fifteen (15) days after Tenant's receipt of a bill therefor. in Landlord's judgment.m. provided that Landlord shall not be liable to Tenant for any reason for losses due to theft or burglary. on the business day preceding such extra usage.m. Thanksgiving Day and Christmas Day.m. calculating machines and other machines of similar low electrical consumption. 6. Labor Day. In the event that.m. the cost of any metering devices which may be necessary to determine the amount of such excess. Landlord shall also make available electric lighting and current for the common areas of the Building in the manner and to the extent deemed by Landlord to be standard. The obligation of Landlord hereunder to make available such utilities shall be subject to the rules and regulations of the supplier of such utilities and of any municipal or other governmental authority regulating the business of providing such utility service. deemed appropriate by Landlord to the Building during the weekends and after Customary Business Hours during the week. or for damages done by unauthorized persons on the Premises. voice writers. (ii) heated and refrigerated air conditioning in season. Tenant's use of electricity exceeds that which is contemplated by the preceding sentence. subject to availability. Monday through Friday. Landlord shall not in any way be liable or responsible to Tenant for any loss or damage or expense that .5 kilowatts per hour at a rated capacity or requires a voltage other than 120 volts single phase. Memorial Day. Landlord agrees to furnish Tenant while occupying the Premises and while Tenant is not in default under this Lease facilities to provide (i) water (hot.. and (vi) security. typewriters. cold and refrigerated) at those points of supply provided for general use of tenants in the Building. and Saturday 8:00 a.

and the cost thereof. Except as expressly set forth herein. the same are necessary and will not cause any permanent damage or injury to the Building or the Premises or cause or create a dangerous or hazardous condition or entail excessive or unreasonable alterations. in Landlord's sole judgment. Any riser or risers or wiring to meet Tenant's excess electrical requirements will be installed by Landlord at the sole cost and expense of Tenant (if. at law or in equity. fixtures. Tenant's obligations to pay any and all Additional Rent pursuant to this Lease shall continue and shall cover all periods up to the Expiration Date of this Lease. telecommunications or data transmission services as may be required by Tenant in the use of the Premises. cable. Landlord shall have the right to install supplementary air conditioning units in the Premises. (c) Failure to any extent to make available. Tenant shall directly pay for such services. Tenant's obligations to pay any and all Additional Rent or other sums owing by Tenant to Landlord under this Lease shall survive any expiration or termination of this Lease. property or business. board or bureau having jurisdiction over the operation and maintenance of the Building) shall not render Landlord liable in any respect for damages to either person. Tenant's obligations to pay any and all Additional Rent pursuant to this Lease shall not terminate as a result thereof. the "Rent") hereunder shall be unconditional and independent of any other covenant or condition imposed on either Landlord or Tenant. or any slowdown. (e) Notwithstanding any termination of this Lease prior to the Lease Expiration Date. equipment. however. Should any equipment or machinery furnished by Landlord break down or for any cause cease to function properly. the services set forth in this Paragraph 6 resulting from any cause (including. nor relieve Tenant from fulfillment of any covenant or agreement hereof. repairs or expense or interfere with or disturb other tenants or occupants). including the cost of installation and the cost of operation and maintenance thereof. for the furnishing of and payment for all telephone. as the case may be. stoppage or interruption of. offset. nor be construed an eviction of Tenant or work an abatement of Rent. and. but Tenant shall have no claim for abatement of Rent or damages on account of any interruption in service occasioned thereby or resulting therefrom.Tenant may sustain or incur if either the quantity or character of any utility service is changed. abatement or deduction of Rent or other amounts due Landlord hereunder if Landlord fails to perform its obligations hereunder. provided. whether under this Lease. but not limited to. Tenant shall not be entitled to any setoff. Landlord shall use its best efforts to resume said services in a timely manner. connection and removal in accordance with applicable regulations. at the rates charged for the services by the authority or utility. Landlord's compliance with (i) governmental or business guidelines now or hereafter published or (ii) any requirements now or hereafter established by any governmental agency. (d) Tenant shall separately arrange with the applicable local public authorities or utilities. . (f) The covenants and obligations of Tenant to pay the Base Rent and all Additional Rental (collectively. Landlord shall use reasonable diligence to repair same promptly. When heat generating machines. shall be paid by Tenant to Landlord upon demand by Landlord. if Landlord terminates this lease without specifically waiving in writing Landlord's right to seek damages against Tenant. are used in the Premises by Tenant. including the establishment. and the failure of Tenant to obtain or to continue to receive the services for any reason whatsoever shall not relieve Tenant of any of its obligations under this Lease. or devices of any nature whatsoever which affect the temperature otherwise maintained by the air conditioning system.

Such permission shall constitute a license only and not a lease and such license shall be conditioned upon (a) Tenant working in harmony and not interfering with Landlord or Landlord’s agents. agents. loss or damage which may occur to any of Tenant’s property placed or installations made in the Premises prior to the Commencement Date. as long as Tenant’s business is not materially and substantially disrupted. The Common Areas shall be available for the non-exclusive use of Tenant during the Lease Term. Landlord agrees to maintain the Common Areas of the Building. annoy or disturb other tenants or Landlord in the management of the Building. ordinances. ramps. walkways. Otherwise. which is unlawful in part or in whole or deemed to be disreputable in any manner or extra hazardous on account of fire. fees and expenses arising out of or connected with the activities of Tenant or its agents. parkways. including but not limited to common entrances. lobbies. damages. and Tenant agrees to protect. Landlord shall not be subject to any liability and Tenant shall not be entitled to any abatement of Rent if Common Areas are diminished. loading and unloading areas.7. Landlord has made no representation or warranties as to the condition of the Premises. exits. except as expressly set forth herein and in Exhibit D. contractors. corridors. Tenant acknowledges that Tenant is entering into this Lease on an "as is" basis. suppliers or workmen in or about the Premises or the Building. 9. nor interfere with. Tenant will conduct its business and control its agents. the same being at Tenant’s sole risk. nor permit anything to be done that will in any way increase the rate of insurance on the Building or contents. or its employees. employees and invitees in such a manner as not to create any nuisance. nor has Landlord made any commitments to remodel. mechanics and suppliers or with the other tenants and occupants of the Building and (b) Tenant furnishing Landlord with such insurance or other security as Landlord may require against liabilities which may arise out of such entry. for any business or purpose other than the Permitted Use or for any use or purpose. driveways. healthful and safe condition and will comply with all laws. the Building or the Property. defend. repair or decorate. roadways. in reasonably good order and condition. elevators. Tenant shall use the Premises only for the Permitted Use. suppliers. costs. landscaped areas and decorative walls. traffic lanes and the boundaries and location of parking areas. rules and . Leasehold Improvements. 10. contractors. Tenant and Tenant’s agents may enter the Premises prior to the Commencement Date in order that Tenant may make the Premises ready for Tenant’s use and occupancy. Landlord reserves the right to change the entrances. orders. Tenant will maintain the Premises in a clean. Common Areas. stairways and stairwells. or permit any portion of the Premises to be occupied or used. Tenant will not occupy or use the Premises. “Common Areas” shall be defined as all areas and facilities outside the Premises and within the Property that are provided and designated by the Landlord from time to time for the general non-exclusive use of Landlord. workmen. Use. and invitees. Tenant agrees that Landlord shall not be liable in any way for any injury. Tenant and of other tenants of the Building and their respective employees. or invitees. sidewalks. trash areas. parking areas to the extent not otherwise prohibited by this Lease. except where same result from Landlord’s negligent act or omission. public restrooms. except for damage occasioned by Tenant. 8. indemnify and hold harmless Landlord from all liabilities. Access by Tenant Prior to Commencement Date. Improvements to the Premises shall be installed as provided in Exhibit D.

Tenant shall not. condition or occupancy of the Premises. during the Lease Term. paint. to repair or replace any damage or injury done to the Property. or install any signs.regulations (state. movable trade fixtures and equipment installed in the Premises by Tenant may be removed by Tenant at the termination of this Lease if Tenant so elects. at its expense. invitees or visitors. Tenant's Repairs and Alterations. within fifteen (15) days after the occurrence of such damage or injury. use. at its option. Landlord shall not be required to make any improvements or repairs of any kind or character on or to the Property. Tenant further agrees not to commit or allow any waste or damage to be committed on any portion of the Property. including Premises. Tenant shall give Landlord notice of such desire at least sixty (60) days in advance of the date on which Tenant desires to make such assignment or sublease. by lapse of time or otherwise. including Premises. including. however. or visitors. without limitation. at Landlord's option. at the option of Landlord. except such repairs as may be required for normal maintenance operations and such additional maintenance as may be deemed necessary by Landlord because of damages. at its own cost and expense. nor sublet the Premises or any part thereof. window or door lettering or advertising media of any type on or about the Property or Premises. Tenant shall. if Tenant fails to make such repairs or replacement. or any part thereof. repair and restore to its original condition any portion of the Premises which is damaged by such removal. 12. the term. Unless otherwise expressly stipulated herein. Landlord may. added to or improved to their original condition. Tenant shall restore those portions of the Premises which Tenant altered. which notice shall contain the name of the proposed assignee or subtenant and the nature and character of the business of the proposed assignee or subtenant. install lighting or decorations. and shall be so removed if required by Landlord. or any part thereof. All furniture. or if not so removed shall. All alterations. employees. including the Premises. Tenant agrees. invitees. 11. either by Landlord or Tenant. municipal and other agencies or bodies having any jurisdiction thereof) with reference to the use. employees. Assignment and Subletting. Tenant shall deliver up said Premises to Landlord in as good condition as at the Commencement Date. (a) Tenant shall not assign all or any portion of this Lease. by Tenant or Tenant's agents. make such repairs or replacement. without the prior written consent of Landlord. or any portion thereof. additions or improvements (whether temporary or permanent in character) made in or upon the Property or Premises. In the event Tenant should desire to assign all or any portion of this Lease or sublet the Premises or any part thereof. removals and restorations shall be accomplished in a good workmanlike manner so as not to damage the Premises or the primary structure or structural qualities of the Building or the plumbing. and Tenant shall pay the cost thereof (plus an additional charge of fifteen percent [15%] of such cost to cover overhead) to Landlord within fifteen (15) days after Tenant's receipt of a request from Landlord to do so. federal. All such installations. become the property of Landlord. or any part thereof. except damages caused by Tenant. and at the termination of this Lease. electrical lines or other utilities. In the event of any such removal. its agents. provided. shall be Landlord's property on termination of this Lease and shall remain on the Property without compensation to Tenant or. rental rate (which must not be less than the Rent which is otherwise due from Tenant hereunder) and other particulars of the proposed subletting or assignment. or make any other alterations or physical additions in or to the Property. without the prior written consent of Landlord. evidence satisfactory to Landlord that the proposed . ordinary wear and tear excepted.

hypothecate or otherwise encumber (or grant a security interest in) this Lease or any of Tenant's rights hereunder. (f) Tenant shall not mortgage. then Landlord may. (c) Landlord shall have the right to transfer and assign. (g) Tenant shall not sell. (b) If Landlord consents to any subletting or assignment by Tenant as hereinabove provided. without Landlord's prior written consent. without liability to Tenant.subtenant or assignee is financially responsible and will immediately occupy and thereafter use the Premises (or any sublet portion thereof) for the remainder of the Lease Term (or for the entire term of the sublease. Consent of Landlord to a particular assignment or sublease or other transaction shall not be deemed a consent to any other or subsequent transaction. or any additional consideration is paid to Tenant by the assignee under any such assignment. (e) Tenant agrees that it shall not place (or permit any employee or agent to place) any signs on or about the Property. distribute or otherwise dispose of more than thirty percent (30%) of its assets (other than the Lease) without the prior written consent of Landlord. joint venture or other entity. (d) If Tenant is a corporation. or transfer of ownership of any interests totaling thirty percent (30%) or more of the total interests in such entity shall constitute an assignment for purposes of this Lease. If Tenant is a partnership. if shorter). then any liquidation. and be subject to. dissolution. dissolution. transfer. All plans and specifications for any alterations which may be necessary to provide such access shall be submitted by Tenant to Landlord for its prior written approval. Landlord shall then have a period of thirty (30) days following receipt of such notice within which to notify Tenant in writing that Landlord elects (1) to terminate this Lease as to the space so affected as of the date so specified by Tenant for such assignment or subletting. in whole or in part. at its option. No assignment or subletting by tenant shall relieve Tenant of any obligations under this Lease. . consolidation. then any merger. no further liability or obligation shall thereafter accrue against Landlord hereunder. the provisions of this Lease). or liquidation. or (2) to approve or disapprove Tenant's proposed assignment or sublease. and in such event and upon assumption by the transferee of Landlord's obligations hereunder (any such transferee to have the benefit of. direct access from the assignment or subletting space to a public corridor of the Building. If Landlord consents to an assignment or sublease. enter into a lease directly with such assignee or subtenant. and subsequently any category of Rent received by tenant under any such sublease is in excess of the same category of Rent payable to Landlord under this Lease. nor conduct (or permit any employee or agent to conduct) any public advertising which includes any pictures. pledge. either (1) declare such excess rents under any sublease or such additional consideration for any assignment to be due and payable by Tenant to Landlord as additional rent hereunder. If Landlord shall fail to notify Tenant in writing of such election within said thirty (30) day period. sketches or other representation of any kind of the Building (or a portion thereof) with respect to any proposed assignment or subletting of the Premises or any part thereof. Tenant agrees to provide. which approval shall not be unreasonably withheld. exchange. Landlord shall be deemed to have denied consent to such assignment or sublease. or (2) elect to cancel this Lease as provided in subparagraph (a) above and at Landlord's option. all its rights and obligations hereunder and in the Building and Property referred to herein. or any change in ownership or power to vote of thirty percent (30%) or more of its outstanding voting stock shall constitute an assignment for the purpose of this Lease. at its expense. renderings.

Notwithstanding the foregoing provisions. agents. that such successor in interest shall not be bound by or liable for (i) any payment of Rent for more than one month in advance except prepayments (in an amount not in excess of one month's Rent) in the nature of security for the performance by Tenant of its obligations under this Lease. claim or cause of action which Tenant may have against Landlord relating to the period which is prior to the time Tenant becomes the tenant of such successor in interest. Tenant and Tenant's agents. and to any and all advances made on the security thereof. Attornment. suits.13. requisition or order of governmental body or authority. consolidations. which rules and . act of God. Tenant will. employees. modifications. or failure to make any such repairs. 15. In the event of the enforcement by the trustee or the beneficiary under any such mortgage or trusts of the remedies provided for by law or by such mortgage or deed of trust. public enmity. protection. Landlord shall not be liable to Tenant. Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request. care and cleanliness of the Building. the operation thereof. (ii) any amendment or modification of this Lease made without the written consent of such trustee or such beneficiary or such successor in interest. 14. losses and actions (including attorney's fees) for any injury to person or damage to property caused by any act. omission or neglect of Tenant. court order. claims. This Lease and all rights of Tenant hereunder are subject and subordinate to any deeds of trust. In addition. and to any and all increase. a Subordination. Notice and Non-Disturbance Agreement in a form satisfactory to Landlord's mortgagee. or any interest of Landlord therein. demands. employees. upon request of any person or party succeeding to the interest of Landlord as a result of such enforcement. or for any damage or inconvenience that may arise through repair or alteration of any part of the Building. Tenant shall further be responsible for the compliance with such rules and regulations by the employees. without limitation. Tenant shall execute and deliver an instrument confirming the attornment herein provided for. Subordination. Rules and Regulations. servants. Upon request by such successor in interest. employees. servants. however. renewals. In confirmation of such subordination. visitors and invitees of Tenant. or (iii) any offset. riot. however. instruments of security or leases. and made a part hereof as though fully set out herein. insurrection. mortgages. mortgages or other instruments of security. This clause shall be selfoperative and no further instrument of subordination need be required by any mortgagee. or to Tenant's agents. employees and invitees. Tenant's agents. Landlord shall not be liable or responsible to Tenant for any loss or damage to any property or person occasioned by theft. customers or invitees. the preservation of good order therein and the protection and comfort of the tenants and their agents. war. Indemnity. that now or hereafter cover all or any part of the Property. replacements and extensions of any of such deeds of trust. as well as to any ground leases or primary leases. including. automatically become the tenant of such successor in interest without change in the terms or other provisions of this Lease. Landlord reserves the right to amend or rescind any of the rules and regulations and to make such other and further rules and regulations as in its reasonable judgment shall from time to time be needful for the safety. Tenant agrees that any mortgagee will have the right at any time to subordinate any rights of such mortgagee to the rights of Tenant under this Lease. injunction. customers or invitees and Tenant shall indemnify and save harmless Landlord of and from all fines. strike. and invitees shall comply fully with all requirements of the rules and regulations of the Building and related facilities that are attached hereto as Exhibit C. servants. provided.

part of the Building is so taken or purchased. however. purchasers or lenders. that Landlord’s obligation to restore and redemise the remainder of the Premises shall be limited to the funds available to Landlord from the condemnation award or other consideration paid for the affected portion of the Premises. provided. or business interruption . when made and notice thereof given to a tenant. shall be binding upon it in like manner as if originally herein prescribed. In such event. and thereupon this Lease shall terminate on the last day of the month following the month in which notice is given. 17. in the reasonable opinion of Landlord. 16. during the Lease Term. and Tenant shall not be entitled to any abatement or reduction of Rent by reason thereof. whether or not the Premises are or may be affected. Landlord or its officers.regulations. (a) If. (e) Upon any such taking or purchase. Inspection. (b) If. the Lease Term shall expire with respect to the portion so taken on the Date of Such Taking. if more than one-third (1/3) of the number of Net Rentable Area of the Premises is so taken or purchased. (c) Notwithstanding the foregoing. nor shall such be deemed to be an actual or constructive eviction. or for costs of removal or relocation. or purchased under threat of such taking. and thereupon this Lease shall terminate on the date set forth in such notice. during the Term. all of the Premises shall be taken (or temporarily taken for a period of six [6] months or more) by a public authority under any statute or by right of eminent domain. Landlord shall have the right to use any and all means to open the doors to the Premises in an emergency in order to obtain entry thereto without liability to Tenant. Tenant shall have the right to terminate this Lease by giving Landlord notice no later than thirty (30) days after the Date of Such Taking. agents and representatives shall have the right to enter into and upon any and all parts of the Premises at all reasonable hours (or. the Base Rent and any Additional Rent with respect to such portion so taken shall abate on such date or on such later date as Tenant shall deliver possession thereof. substantial alteration or reconstruction of the Building is necessary or desirable as a result thereof. and no rights of termination herein conferred are timely exercised. and the Base Rent and any Additional Rent thereafter payable with respect to the remainder of the Premises shall be adjusted prorata by Landlord in order to account for the reduction in the Net Rentable Area of the Premises. Landlord shall restore and redemise the Premises to the extent required to exclude from the Premises that portion so taken. at any hour) to (a) inspect same or clean or make repairs or alterations or additions as Landlord may deem necessary (but without any obligation to do so. this Lease shall automatically terminate on the date on which the condemning authority takes possession of the Premises (“Date of Such Taking”). and Tenant shall not have or advance any claim against Landlord for the value of its property or its leasehold estate or the unexpired Lease Term. (d) If a portion of the Premises is so taken. except as expressly provided for herein) or (b) show the Premises to prospective tenants. and if. in any emergency. Eminent Domain and Condemnation. Landlord shall be entitled to receive and retain the entire award or consideration for the affected portion of the Building. Landlord shall have the right to terminate this Lease by giving Tenant at least thirty (30) days’ prior written notice of such termination.

18. security agreement or mortgage on the Building should require that the insurance proceeds be used to retire the mortgage debt. except that Landlord shall not be required to rebuild. such holding over shall constitute and be construed as a tenancy at will only. In the event the Building or the Premises should be damaged by fire. tornado or other casualty or in the event the Premises or the Building should be so damaged that rebuilding of repairs cannot. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and recovering for its own account from the condemning authority any award or compensation attributable to the taking or purchase of Tenant’s improvements. The inclusion of the preceding sentence shall not be construed as Landlord's consent for Tenant to hold over. at Landlord's option. hold over the Premises. equipment. tornado or other casualty covered by Landlord's insurance. Except as hereinafter provided. any insurance which may be carried by Landlord or Tenant against loss or damage to the Building or to the Premises shall be for the sole benefit of the party carrying such insurance and under its sole control. Should Tenant. Taxes on Tenant's Property. or any part hereof. If any such award made or compensation paid to either party specifically includes an award or amount for the other. Fire or Other Casualty. or any of its successors in interest. after the expiration of the Lease Term. but only to such extent that rebuilding or repairs can. or the removal or relocation of its business and effects. provided that any such award or compensation shall not reduce the amount of the award otherwise payable to Landlord. fixtures and other improvements which may have been placed by Tenant or other tenants within the Building or the Premises. repair or replace any part of the furniture. in the reasonable judgment of Landlord be completed within one hundred eighty (180) days after the date of such damage. furniture or fixtures placed by Tenant in the Premises. be completed within one hundred eighty (180) days after the date of such damage. Landlord shall allow Tenant a diminution of Rent during the time the Premises are unfit for occupancy. chattels or trade fixtures. in the reasonable judgment of Landlord. 19. in either such event Landlord shall within thirty (30) days after the date of such damage commence to rebuild or repair the Building and/or the Premises and shall proceed with reasonable diligence to restore the Building and/or Premises to substantially the same condition in which it was immediately prior to the happening of the casualty. or if the damage should be more serious but Landlord does not elect to terminate this Lease. If any such . (a) In the event that substantially all of the Building should be destroyed by fire. unless otherwise agreed in writing by Landlord. Landlord may at its sole option terminate this Lease. then Landlord. 20. the party first receiving the same shall promptly account therefor to the other. at a daily rental equal to the daily Rent payable for the last month of the Lease Term plus fifty percent (50%) of such amount. in which event. or the interruption of its business. this Lease shall terminate effective as of the date of such damage. Holding Over. which diminution shall be based upon the proportion of square feet which are unfit for occupancy to the total square feet in the Premises.expense or any other damages arising out of such taking or purchase. (b) In the event any mortgagee under a deed of trust. Tenant shall be liable for all taxes levied or assessed against all personal property. may elect not to rebuild and this Lease shall terminate upon Tenant's receipt of a notice from Landlord to that effect.

by force if necessary. in which event Tenant shall immediately surrender the Premises to Landlord. whether through inability to relet the Premises on satisfactory terms or otherwise. (b) Enter upon and take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof. without being liable for prosecution or any claim for damages therefor. by force if necessary. without being liable for prosecution or any claim for damages therefor. without limitation. in each case. expense and damage which Landlord may suffer or incur by reason of such termination. (b) Tenant shall fail to comply with or observe any other provision of this Lease (or any other lease now or hereafter executed by Tenant in connection with space in the Building). Landlord may. such concessions and free rent as Landlord deems necessary or desirable) and receive and retain all of the rent therefor. any one or more of the following. without prejudice to any other remedy which it may have for possession or arrearages in Rent. Events of Default. and Landlord elects to pay the taxes based on such increase. and if Tenant fails to do so. furniture or fixtures placed by Tenant in the Premises. 21. and (ii) that Tenant shall not be entitled to any rents or other payments received by Landlord in connection . or under any similar law or statute of the United States or any State thereof. Landlord shall have the option to pursue any and all remedies which it may then have hereunder or at law or in equity. or Tenant or any guarantor of Tenant's obligations shall be adjudged bankrupt or insolvent in proceedings filed thereunder. Upon the occurrence of any event of default specified in this Lease. and Tenant agrees (i) to pay to Landlord on demand any deficiency that may arise by reason of such reletting for the remainder of the Lease Term. The following events shall be deemed to be events of default by Tenant under this Lease: (a) Tenant shall fail to pay when due any Rent or other sums payable by Tenant hereunder (or under any other lease now or hereafter executed by Tenant in connection with space in the Building). including the loss of Rent for the remainder of the Lease Term. and if Landlord so elects. without limitation. and Tenant agrees to pay to Landlord on demand the amount of all loss. including. (e) A receiver of Trustee shall be appointed for all or substantially all of the assets of Tenant or any guarantor of Tenant's obligations hereunder. (d) Any petition shall be filed by or against Tenant or any guarantor of Tenant's obligations hereunder under any section or chapter of the National Bankruptcy Act. enter upon and take possession and expel or remove Tenant and any other person who may be occupying said Premises or any part thereof. as amended. relet the Premises on such terms as Landlord shall deem advisable (including.taxes for which Tenant is liable are levied or assessed against Landlord or Landlord's property and if Landlord elects to pay the same or if the assessed value of Landlord's property is increased by inclusion of personal property. cost. Tenant shall pay to Landlord upon demand that part of such taxes for which Tenant is primarily liable hereunder. 22. (c) Tenant or any guarantor of Tenant's obligations hereunder shall make an assignment for the benefit of creditors. without any notice or demand whatsoever: (a) Terminate this Lease. Remedies for Default.

entering upon the Premises by force if necessary. and covenants herein contained shall be deemed or construed to constitute a waiver of any other violation or default. (f) No re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease. from time to time. an amount equal to the difference between the Rent reserved for the unexpired portion of the Lease Term and the then prevailing rental rate of the Premises for the same period. (e) In lieu of the monthly payments of Rent to be made by Tenant to Landlord pursuant to the preceding paragraphs (but in addition to the sums payable for Landlord's expenses for keeping the Premises in good order and for preparing the same for reletting). does hereby waive and surrender all right and privilege which it or any of them might have under or by reason of any present or future law to redeem the Premises or to have a continuance of this Lease after having been dispossessed or rejected therefrom by process of law or under the terms and conditions of this Lease or after the termination of this Lease as herein provided. in addition to any other remedy Landlord may have. unless a notice of such intention be given to Tenant. The loss or damage that Landlord may suffer by reason of termination of this Lease or the deficiency from any reletting as provided for above shall include the expense of repossession and any repairs or remodeling undertaken by Landlord following possession. and Tenant agrees to reimburse Landlord on demand for any expenditures and expenses (together with interest thereon at the Past Due Rate from the date paid by Landlord) which Landlord may make or incur in thus affecting compliance with Tenant's obligations under this Lease. including the cost of recovering the Premises and the loss of Rent for the remainder of the Lease Term. and Tenant further agrees that Landlord shall not be liable for any damages resulting to Tenant from such action. Landlord may recover from Tenant all damages Landlord may incur by reason of such default (together with interest thereon at the Past Due Rate). No waiver by Landlord of any violation or breach of any of the terms. by suit or otherwise. without limitation. including. Landlord's acceptance of any Rent following an event of default hereunder shall not be construed as Landlord's waiver of such event of default. upon demand. by suit or otherwise.with such reletting even if such rents and other payments are in excess of the amounts that would otherwise be payable to Landlord under this Lease. any other term or provision hereof on the part of Tenant required to be kept or performed. Landlord may elect to recover from Tenant. (d) Collect. each installment of Rent or other sum as it becomes due hereunder. without being liable for prosecution or any claim for damages therefor) and pay and/or perform whatever Tenant is obligated to pay or perform under the terms of this Lease. all creditors of all kinds. as liquidated damages. Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the other remedies herein provided or any other remedies provided by law. Notwithstanding any such reletting or re-entry or taking possession. Should Landlord at any time terminate this Lease for any default. or to enforce. (c) Make such payments and/or take such action (including. and Tenant agrees to pay. from time to time. . provisions and covenants herein contained. without limitation. for itself and on behalf of any and all persons claiming through or under it. (g) Tenant. nor shall pursuit or any remedy herein provided constitute a forfeiture or waiver of any Rent due to Landlord hereunder or of any damages occurring to Landlord by reason of the violation of any of the terms. provisions. Landlord may at any time thereafter elect to terminate this Lease for a previous default.

Surrender of Premises.000. It is expressly understood and agreed that the foregoing minimum limits of insurance coverage shall not limit the liability of Tenant for its acts or omissions as provided in this Lease.00) combined single limit for bodily injury. and in the case of the filing of any such lien. Attorney's Fees. No act or thing done by Landlord or its agents during the term hereby granted shall be deemed an acceptance of a surrender of the Premises. the prevailing party in such litigation shall be entitled to reasonable attorney's fees to be fixed by the court in such action or proceeding. the release in the preceding sentence shall be applicable and in full force and effect only so long as and to the extent that such release does not invalidate any policy or policies of insurance now or hereafter maintained by the other party hereto. maintain a policy or policies of comprehensive general liability insurance pertaining to its use and occupancy of the Premises hereunder. 25. on account of any loss or damage that is insured against under any standard insurance policy (to the extent such loss or damage is recoverable under such insurance policy) that covers the Building. or any portion thereof. caused by or resulting from any work performed. such insurance to name Landlord and Tenant as insureds and to afford minimum protection of not less than One Million and No/100 Dollars ($1. Landlord shall have the right and privilege at Landlord's option of paying the same or any portion thereof without inquiry as to the validity thereof. it being understood and agreed that this provision is cumulative of Paragraph 13 hereof. and Tenant shall . and any amounts so paid. including expenses and interest. materials furnished or obligation incurred by or at the request of Tenant. Tenant will immediately pay and discharge the same.000.23. leasehold improvements or business and which names Landlord or Tenant. Tenant will not permit any mechanic's lien or liens to be placed upon the Property. Mechanic's Liens. with the premiums thereof fully paid in advance. Notwithstanding the foregoing. (a) Each party hereto hereby waives any cause of action it might have against the other party. Each party hereto agrees that it will request its insurance carrier to endorse all applicable policies waiving the carrier's rights of recovery under subrogation or otherwise against the other party. 26. No Subrogation-Liability Insurance. If default in payment thereof shall continue for fifteen (15) days after Tenant's receipt of a notice thereof from Landlord. personal property. Tenant shall furnish a certificate of insurance and such other evidence satisfactory to Landlord of the maintenance of all insurance coverages required hereunder. Landlord's or Tenant's fixtures. 24. shall be so much Additional Rent hereunder due from Tenant to Landlord and shall be repaid to Landlord (together with interest at the Past Due Rate from the date paid by Landlord) within fifteen (15) days after Tenant's receipt of a request from Landlord therefor. at its expense. Upon Tenant's execution of this Lease and at any time from time to time thereafter when Landlord so requests. as a party insured. covenant or condition of this Lease on the part of Landlord or Tenant. as the case may be. In the event that any action or proceeding is brought to enforce any term. (b) Tenant shall. death to any one person or property damage in any one occurrence. issued by and binding upon a solvent insurance company approved by Landlord. the Premises. and no agreement to accept a surrender of the Premises shall be valid unless the same be made in writing and signed by Landlord.

at its expense. (b) Any notice. of all or any part of the Property. alterations. maintain a policy or policies of fire and extended coverage insurance covering Tenant’s personal property. equipment. smoke damage. then Tenant shall be deemed to have approved and confirmed all of the terms. hail. Tenant warrants that it has had no dealings with any broker or agent other than in connection with the negotiation or execution of this Lease and Tenant agrees to indemnify Landlord against all costs. windstorms. water. riot. vandalism and malicious mischief and such other risks as are from time to time covered under “extended coverage” endorsements and special extended coverage endorsements commonly known as “all risks” endorsements. postage prepaid. improvements. request or document (excluding Rent or other payments) permitted or required to be delivered hereunder must be in writing and shall be deemed to be received if actually received and whether or not received when deposited in the United States mail. Landlord reserves the right at any time to change the name by which the Building is designated. damage from aircraft and vehicles. within fifteen (15) days following Tenant's receipt of said proposed certificate from Landlord. certifications and representations contained in such certificate. Notices. in an amount equal to the greater of the full replacement value of the foregoing. expenses. Brokerage. certified or registered mail (with or without return receipt requested). a certificate signed by Tenant confirming and containing such factual certificates and representations deemed appropriated by Landlord or any such purchaser or mortgagee. 27. and other requirements with reference to the sending. From time to time when requested by Landlord. 30.obtain written obligation on the part of each insurance company to notify Landlord at least thirty (30) days prior to cancellation of material change of any such insurance. In the event Tenant shall fail to return a fully executed copy of such certificate to Landlord within the foregoing fifteen (15) day period. attorney's fees or other liability for commissions or other compensation or charges claimed by any other broker or agent claiming the same by. earthquakes. Tenant shall deliver to any prospective purchaser or present or future mortgagee. or any interest of Landlord therein. lighting. fixtures. against loss or damage by fire. Landlord on the date due and at the address set forth in the Basic Lease Information or at such other address as Landlord may specify from time to time by written notice delivered in accordance herewith. shall be deemed to be complied with when and if the following steps are taken: (a) All Rent and other payments required to be made by Tenant to Landlord hereunder shall be payable to. regulations. wall coverings. addressed to the parties hereto at the respective addresses set forth in the Basic Lease Information or at such . Each provision of this Lease. and must be received by. through or under Tenant for this Lease. or any renewals. floor coverings. in each case. ordinances. (c) In addition. 28. window coverings. Tenant shall. furniture. 29. Estoppel Certificates. or of any applicable governmental laws. mailing or delivery of any notice. addenda or expansions with respect to this Lease. Change of Building Name. explosion. return a fully executed copy of said certificate to Landlord. extension. and Tenant shall. amendments. or with reference to the making of any payment or request by Tenant or Landlord.

invalid or unenforceable. subject to the terms and conditions of this Lease. invalid or unenforceable clause or provision as may be possible and be legal. If there be no more than one Tenant. Landlord shall have the following rights. This Lease may not be altered. without limitation. Gender. and be binding upon the parties hereto. invalid or unenforceable under present or future laws effective during the Lease Term. and words in the singular number shall be held to include the plural. and it is also the intention of the parties to this Lease that in lieu of each clause or provision of this Lease that is illegal. If there be a guarantor of Tenant's obligations hereunder. Personal Liability. 34. there be added as a part of this Lease a clause or provision as similar in terms to such illegal. 35. to be performed by Tenant. the obligations hereunder imposed upon Tenant shall be the joint and several obligations of Tenant and such guarantor and Landlord need not first proceed against Tenant before proceeding against such guarantor. Certain Rights Reserved by Landlord. and Landlord shall not be personally liable for any deficiency. and upon their respective successors in interest and legal representatives. waivers hereof or failure to give such guarantor any notices hereunder. including the payment of Rent. persons . The terms and conditions contained in this Lease shall apply to. 36. Binding Effect. Quiet Enjoyment. Joint and Several Liability. changed or amended. 32. 37. Severability. it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. exercisable without notice and without liability to Tenant for damage or injury to property. nor shall any custom or practice which may evolve between the parties in the administration of the terms hereof be construed to waive or lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with the terms hereof. This clause shall not be deemed to limit or deny any remedies which Tenant may have in the event of default by Landlord hereunder which do not involve the personal liability of Landlord. nor shall any such guarantor be released from its guaranty for any reason whatsoever. except as otherwise herein expressly provided. including. inure to the benefit of. Provided Tenant has performed all of the terms and conditions of this Lease. unless the context otherwise requires. Amendments. then and in that event. in case of any amendments hereto. No provision of this Lease shall be deemed to have been waived by Landlord unless such waiver be in writing signed by Landlord and addressed to Tenant. The liability of Landlord to Tenant for any claim against Landlord which arises under or by reason of this Lease shall be limited to the interest of Landlord in the Property. 33. 31. Landlord shall not interfere with the peaceable and quiet enjoyment of the Premises by Tenant during the Lease Term. valid and enforceable. except by instrument in writing signed by both parties hereto. If any clause or provision of this Lease is illegal. the obligations hereunder imposed upon Tenant shall be joint and several. Words of any gender used in this Lease shall be held and construed to include any other gender.other address as either of said parties have theretofore specified by written notice delivered in accordance herewith.

all without abatement of Rent or affecting any of Tenant's obligations hereunder. without limitation. this Lease or the leasehold estate hereby . including. whether structural or otherwise. and the closing of the Building after Customary Business Hours and on Saturdays. by way of example but not of limitation. If the Property or any part thereof is at any time subject to a first mortgage or a first deed of trust or other similar instruments and this Lease or any of the Rent is assigned to such mortgagee. provided such exclusive right shall not operate to exclude Tenant from the use expressly permitted herein. in and about the Property. 39. subject. and affording such assignee a reasonable opportunity to make performance. the temporary denial of access to the Building. doors and doorways. to temporarily close doors. (e) To have access for Landlord and other tenants of the Building to any mail chutes located on the Premises according to the rules of the United States Postal Service. identify themselves to a security officer by registration or otherwise and that such persons establish their right to enter or leave the Building. to Tenant's right to admittance when the Building is closed after Customary Business Hours under such reasonable regulations as Landlord may prescribe from time to time which may include. or disturbance of Tenant's use or possession or giving rise to any claim for setoff or abatement of Rent: (a) To decorate and to make repairs. toilets. trustee or beneficiary and Tenant is given written notice thereof. return receipt requested. or any part thereof. directly or indirectly. constructive or actual. corridors. or for drill purposes.or business and without effecting an eviction. elevators. Sunday and Holidays. alterations. (d) To prohibit the placing of vending or dispensing machines of any kind in or about the Premises without the prior written permission of Landlord. or other public parts of the Building. additions. and for such purposes to enter upon the Premises and. the evacuation of the Building for cause. Notice to Lender. (c) To grant to anyone the exclusive right to conduct any business or render any service in or to the Building. 38. (b) There shall be no merger of this Lease or of the leasehold estate hereby created with the fee estate in the leased Premises or any part thereof by reason of the fact that the same person may acquire or hold. a separate and independent covenant and agreement. however. including the post office address of such assignee. changes or improvements. public space and corridors in the Building. specifying the default in reasonable detail. then Tenant shall not terminate this Lease or abate any of the Rent for any default on the part of Landlord without first giving written notice by certified or registered mail. suspected cause. for and on behalf of Landlord. that persons entering or leaving the Building. (b) To have and retain a paramount title to the Premises free and clear of any act of Tenant purporting to burden or encumber them. so long as the Premises are reasonably accessible. Miscellaneous. whether or not during Customary Business Hours. during the continuance of any such work. (f) To take all such reasonable measures as Landlord may deem advisable for the security of the Property and its occupants. stairs. (a) Each and every consent and agreement contained in this Lease is. at its election. to interrupt or temporarily suspend Building services and facilities and to change the arrangement and location of entrances or passageways. to such assignee. entryways. and shall be construed to be.

(d) The submission of this Lease to Tenant for examination does not constitute an offer. in connection with Landlord's obtaining any financing or refinancing for the Property. acts of God. (e) Nothing contained in this Lease shall create any relationship between the parties hereto other than that of Landlord and Tenant. (c) Neither Landlord. lockout or other labor disputes. such Lender approves this Lease only upon the basis of modification of the terms and provisions of this Lease. or a joint venturer or a member of a joint or common enterprise with Tenant. the resolution thereof being within the sole discretion of Landlord. Landlord shall in no event be required to settle or compromise any strike. or any other cause beyond the control of Landlord.created or any interest in this Lease or in such leasehold estate as well as the fee estate in the leasehold Premises or any interest in such fee estate. 41. then the performance of such obligation shall be excused for the period of such delay. and neither party shall have any liability to the other by reason of such cancellation. and Tenant shall have no rights with respect to this Lease or the Premises unless and until Landlord shall elect. legal requirements. or any portion thereof. Tenant will not unreasonably withhold or delay its consent thereto. provided that such modifications do not materially increase the obligations of Tenant hereunder or materially adversely affect Tenant's interest in this Lease. fuel or materials. or shall elect to cause its managing agent. to execute a copy of this Lease and deliver the same to Tenant. the date of which delivery shall be deemed the "Delivery Date". and the period for the performance of such obligation shall be extended by the number of days equivalent to the number of days of such delay. any security deposit received hereunder shall be returned to Tenant. savings and loan association. and in no way limit or enlarge the terms and conditions of this Lease. If. If. except as herein expressly set forth and no rights. . institutional lender. or other financing source ("Lender") shall request reasonable modifications to this Lease. (f) The captions contained in this Lease are for convenience of reference only. due to Tenant's refusal to accept changes required by such lender. shortages of labor. easements or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. In no event shall a requirement that the consent of any such Lender be given for any modification of this Lease or for any assignment or sublease be deemed to materially adversely affect Tenant's obligations hereunder or the leasehold interest hereby created. fire or other casualty. this Lease shall thereafter be null and void. If such right to cancel is exercised. Force Majeure. and it is acknowledged and agreed that Landlord shall not be deemed to be a partner of Tenant in the conduct of its business. lockouts. Landlord shall have the right to cancel this Lease if Tenant refuses to approve in writing any such modification within fifteen (15) days after Landlord's request thereof. within thirty (30) days from the Delivery Date. Landlord agrees to use best efforts to obtain such Lender's approval. or any portion thereof. shall be null and void if not exercised within forty-five (45) days from the Delivery Date. insurance company. nor Landlord's agents or brokers have made any representations or promises with respect to the Property. Lender's Approval. 40. any bank. Landlord's right to cancel this Lease. In the event that Landlord shall be delayed in the performance of any obligation of Landlord hereunder as a result of strikes. reservation or option in favor of Tenant.

the Resource Conservation and Recovery Act. and such costs will become due and payable on demand by Landlord. Exhibits and Attachments. and covenants. § 1801 et seq. 44. claims.. or materials.C. or notices relating to the condition of the Premises or compliance with Environmental Laws. demands. Compensation and Liability Act of 1980. riders and addenda referred to in this Lease and the exhibits listed herein and attached hereto are incorporated into this Lease and made a part hereof for all intents and purposes as if fully set out herein. The costs of Hazardous Material removal and any other cleanup (including transportation and storage costs) will be Additional Rent under this Lease. 42 U. citations. 45. All capitalized terms used in such documents shall. (a) Tenant shall not (either with or without negligence) cause or permit the escape. have the same meanings as are set forth herein. as amended. inquiries. Tenant shall indemnify and hold harmless Landlord from any release of hazardous materials on the Premises occurring while Tenant is in possession. and .. nor allow to be brought onto the Property any such materials or substances except to use in the ordinary course of Tenant's business. and any applicable state or local laws and regulations adopted under these acts (collectively “Environmental Laws”). attachments. (b) If Tenant fails to comply with any of the foregoing warranties. All exhibits. as amended. Applicable Law. its agents.42. or elsewhere if caused by Tenant or persons acting under Tenant. Landlord may cause the removal (or other cleanup acceptable to Landlord) of any Hazardous Material from the Premises. It is the intent of Landlord and Tenant to conform strictly to all applicable state and federal laws. hazardous substances and materials (“Hazardous Material”) shall include those described in the Comprehensive Environmental Response. Tenant will give Landlord. or shall be construed.. reports.C. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of hazardous materials.C. and then only after written notice is given to Landlord of the identity of such substances or materials. representations and the like from time to time at Landlord's request concerning Tenant's best knowledge and belief regarding the presence of hazardous substances or materials on the Premises. then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as Additional Rent. representations. to confer upon or give to any person or entity. 49 U. This Lease shall be construed in accordance with the laws of the state in which the Building is located.S. Without limitation. The within covenants shall survive the expiration or earlier termination of the Lease Term. Tenant shall not allow the storage or use of such substances or materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such substances or materials. In all events. Section 9601 et seq. Section 6901 et seq. disposal or release of any biologically or chemically active or other hazardous substances.S. any right or remedy under or by reason of this Lease. other than the parties hereto. whether or not a court has ordered the cleanup. as amended. Third Party Rights. Tenant will immediately notify Landlord and provide copies upon receipt of all written complaints. Hazardous Materials. 42 U. if such requirement applies to the Premises. unless otherwise defined therein. In addition. the Hazardous Materials Transportation Act. Tenant shall execute affidavits.S. Nothing herein expressed or implied is intended. 43.

In consideration of the mutual benefits arising under this Lease. the Term. upon Landlord’s request. as secured party. but omitting Rent and other terms of this Lease. has no affirmative obligation to remove or otherwise clean up any Hazardous Material. the Commencement and Expiration Dates. Tenant agrees to execute as debtor such financing statement or statements as Landlord may now or hereafter request in order that such security interest or interests may be protected pursuant to the Code. Each individual executing this Lease on behalf of the parties hereto. a description of the Premises. Tenant hereby grants to Landlord a lien and security interest on all property of Tenant now or hereafter placed in or upon the Premises. Tenant agrees to execute and acknowledge a short form lease in recordable form. This Lease shall constitute a security agreement under the Uniform Commercial Code (“Code”) so that Landlord shall have and may enforce a security interest on all property of Tenant now or hereafter placed in or on the Premises by Tenant.employees access to the Premises to remove or otherwise clean up any Hazardous Material. if any. Authority to Bind. indicating the names and addresses of Landlord and Tenant. which rights and remedies shall be in addition to and cumulative of Landlord's liens and rights provided by law or by the other terms and provisions of this Lease. Landlord. [SIGNATURE PAGE TO FOLLOW] . and such property shall be and remain subject to such lien and security interest of Landlord for payment of all Rent and other sums agreed to be paid by Tenant herein. Said lien and security interest shall be in addition to and cumulative of Landlord's liens provided by law. shall be entitled to all of the rights and remedies afforded a secured party under the Code. Tenant agrees to execute and acknowledge a termination of lease in recordable form to be held by Landlord until the Expiration Date or sooner termination of the Term. represents and warrants that s/he is duly authorized to execute and deliver this Lease on behalf of said entity and this Lease is binding upon said entity in accordance with the terms and conditions set forth herein. and options for renewal. Landlord's Lien. 47. 48. however. Further. Short Form Lease. Upon Landlord’s request. 46. Landlord. Landlord may at its election at any time file a copy of this Lease as a financing statement. Tenant shall not record this Lease or a memorandum hereof without the prior written consent of Landlord. and this Lease will not be construed as creating any such obligation.

LANDLORD: TENANT: By: Name: Title: By: Name: Title: . the parties hereto have caused their signatures and seal to be affixed effective as of the day herein above indicated.IN WITNESS WHEREOF.

EXHIBIT "A" LEGAL DESCRIPTION .

EXHIBIT "B" OUTLINE OF PREMISES .

2. Landlord shall provide all locks for other doors in each tenant's leased premises. Damage resulting to any such fixtures or appliances from misuse by a tenant or such tenant's agents. installation of telephones. if any. employees or invitees shall be paid by such tenant and Landlord shall not in any case be responsible therefor. halls. 5. Each tenant shall give to Landlord the explanation of the combination of all locks for safe. fixtures and appliances shall be used only for the purposes for which designed. Landlord. No curtains or other window treatments shall be placed between the glass and the Building standard window treatments. approval and control before the performance of any contractual services. rubbish. No nails. at tenant's sole cost and expense. where applicable. all tenants will refer all contractors. but not limited to. Landlord shall provide and maintain an alphabetical directory board for all tenants in the first floor (main lobby) of the Building and no other directory shall be permitted unless previously consented to by Landlord in writing. to the Property and to each portion thereof: 1. electrical devices and attachments. This provision shall apply to all work performed in the Building including. safe cabinets and vault doors. 6. 4. All such keys shall remain the property of Landlord. stairways and other similar areas shall not be obstructed by tenants or used by any tenant for any purpose other than ingress and egress to and from the leasedpremises and for going from one to another part of the Property. doorways. Two keys to the locks on the corridor doors entering each tenant's leased premises shall be furnished by Landlord free of charge. in such tenant's leased premises. and any and all . Sidewalks. at the cost of such tenant. shall install all letters or numerals by or on doors in such tenant's leased premises which letters or numerals shall be in Building standard graphics. entranceways. and no sweepings. and no tenant shall place any additional lock or locks on any door in or to its leased premises without Landlord's prior written consent. hooks or screws shall be driven or inserted in any part of the Building outside the leased premises except by the Building maintenance personnel nor shall any part of the Building be defaced by tenants. Plumbing. No signs. vestibules. 3.EXHIBIT "C" RULES AND REGULATIONS The following rules and regulations shall apply. advertisements or notices shall be painted or affixed on or to any windows or doors or other exterior part of the Property (or be visible from any public or common area) unless they are of such color. rags or other unsuitable material shall be thrown or placed therein. With respect to work being performed by tenants in any leased premises with the approval of Landlord. contractors' representatives and installation technicians rendering any service to them to Landlord for Landlord's supervision. at tenant's cost. doors. telegraph equipment. with any additional keys to be furnished by Landlord to each tenant. size and style and in such places as shall be first approved in writing by Landlord.

and Landlord shall not be liable for acts of any person engaged in. and routing of movement and as to the limitations for safety or other concern which may prohibit any article. 9. mineral or other water.installations of every nature affecting floors. newspapers. or done by a tenant's property while in the Building. equipment and any other physical portion of the Building. 13. Corridor doors. and subject to its decision and control. or movement through the Building entrances or lobby shall be restricted to such hours as Landlord shall designate. Tenant shall bear all costs incurred by Landlord or Tenant in determining the feasibility or actual installation of any such heavy equipment. stand on supporting devices approved by Landlord. . A tenant shall notify the Building manager when safes or other heavy equipment are to be taken in or out of the Building and the moving shall be done under the supervision of the Building manager. All damages done to the Building by the installation or removal of any property of a tenant. shall be kept closed. The tenants are to assume all risks as to the damage to articles moved and injury to persons or public engaged or not engaged in such movement. To ensure orderly operation of the Building. method. Should a tenant require telegraphic. Landlord shall have the right to prescribe the weight and position of safes and other heavy equipment or items. annunciator or other communication service. 11. windows. woodwork. etc. which shall in all cases. towels. or dispatch or receipt by tenants of any bulky material. their agents. 10. trim. telephonic. equipment or any other item from being brought into the Building. including equipment. ceilings. after written permission from Landlord. property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for a tenant from time of entering the property to completion of work. Movement in or out of the Building of furniture or office equipment. All such movements shall be under the supervision of Landlord and in the manner agreed between the tenants and Landlord by pre-arrangement before performance. merchandise or materials which requires use of elevators or stairways. Each tenant shall cooperate with Landlord's employees in keeping its leased premises neat and clean. 14. 8. as to the time. no ice. 12. or any damage or loss to any of said property or persons resulting from. shall be delivered to any leased area except by persons appointed or approved by Landlord in writing. shall by repaired at the expense of such tenant. walls. employees or invitees for any loss of property from the leased premises or public areas or for any damages to any property thereon from any cause whatsoever. Landlord shall be in no way responsible to the tenants. 7. when not in use. Landlord will direct the electrician where and how wires are to be introduced and placed and none shall be introduced or placed except as Landlord shall direct. Persons employed to move such property must be acceptable to Landlord. Such pre-arrangement initiated by a tenant will include determination by Landlord. to distribute weight. any act in connection with such service performed for a tenant.

suites and elevators. surrounding or in the vicinity of the Building without Landlord's prior written consent. employees and invitees shall park only in those areas designated by Landlord for parking by such tenant and shall not park on any public or private streets contiguous to. halls.Except as provided in each tenant's lease. electric current shall not be used for heating or nonstandard power requirements without Landlord's prior written permission. 21. 19. 18. Nothing shall be swept or thrown into the corridors. Smoking is prohibited in the building. No birds or animals shall be brought into or kept in. No machinery of any kind shall be operated by tenant on its leased area without the prior written consent of Landlord. 15. including but not limited to corridors. 16. restrooms. 20. lobby. on or about any tenant's leased premises. nor shall any tenant use or keep in the Building any inflammable or explosive fluid or substance. money or jewelry from tenant's leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not. elevator shafts or stairways. . 17. Landlord will not be responsible for lost or stolen property. Each tenant and its agents. No portion of any tenant's leased premises shall at any time be used or occupied as sleeping or lodging quarters. Tenant shall not make or permit any improper objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants or persons having business with them.

mechanical. and regulations. rules. if any of Tenant's proposed construction will affect the Building's heating. telephone outlets. purpose. 2. Landlord's approval of the Drawings shall not be unreasonably withheld. "Drawings" shall mean the final drawings approved by Landlord. ceiling plan. 3. 5. which plans were or are to be prepared by Tenant’s architect. and regulations. drawings for any modifications to the mechanical and plumbing systems of the Building. codes. and (c) the Improvements depicted thereon conform to the rules and regulations promulgated from time to time by the Landlord for the construction of tenant improvements. (b) said Drawings are sufficiently detailed to allow construction of the Improvements in a good and workmanlike manner. provided that (a) they comply with all applicable governmental laws. . as amended from time to time by any approved changes thereto. then the drawings pertaining thereto shall be prepared by the Building's engineer of record. which plan shall be incorporated into the Drawings and the Lease by this reference for all purposes. sign and date the Drawings to evidence its review and approval thereof. Further. and "Improvements" shall mean all improvements to be constructed in accordance with and as indicated on the Drawings. electrical. Tenant shall deliver to Landlord for its approval a space plan depicting improvements to be installed in the Premises ("Space Plans"). Approval by Landlord of the Drawings shall not be a representation or warranty of Landlord that such Drawings are adequate for any use.EXHIBIT "D" BUILDING STANDARD IMPROVEMENTS 1. Within ten (10) days after the effective date of this Lease. at Landlord's request. such drawings shall include the partition layout. Within ten (10) days after delivery of the Space Plans. rules. Except as set forth in this Exhibit D. ventilation and air conditioning. and detailed plans and specifications for the construction of the improvements called for under this Exhibit D in accordance with all applicable governmental laws. or condition. Tenant shall provide to Landlord for its approval final drawings (as hereinafter defined) prepared by Tenant’s architect in accordance with the Space Plans showing all improvements (as hereinafter defined) that Tenant proposes to install in the Premises. Tenant accepts the Premises in their "as is" condition on the date that this Lease is entered into. and in the event of any such approved change and upon completion of the Improvements. or plumbing systems. 6. electrical outlets and switches. reproducible "as-built" plan of the Improvements as constructed. but shall merely be the consent of Landlord to the Drawings. Tenant shall furnish Landlord with an accurate. All changes in the Drawings must receive the prior written approval of Landlord. Tenant shall. or that such Drawings comply with any applicable law or code. As used herein. codes. 4.

itemizes the Total Construction Costs and sets forth the Construction Allowance. or Tenant's agents otherwise delays completion of the work. If the Premises are not ready for occupancy and the Improvements are not substantially completed (as reasonably determined by Landlord) on the scheduled Commencement Date for any reason other than the reasons specified in the immediately preceding sentence. costs of construction labor and materials. which date shall be the Commencement Date. with paid receipts therefore. as adjusted for any approved changes to the Drawings. upon substantial completion of the Improvements and before Tenant occupies the Premises to conduct business therein. After the Drawings have been approved. Tenant shall pay to Landlord an amount equal to the Total Construction Costs (as adjusted for any approved changes to the Drawings). Tenant's obligation to pay Rent hereunder shall commence on the scheduled Commencement Date. Landlord shall cause the tenant finish work to be performed in accordance with the Drawings. related taxes and insurance costs. The work shall be performed in a good and workmanlike manner that is free of defects and is in strict conformance with the Drawings. in such amounts. 10. All contractors and subcontractors shall be required to procure and maintain (a) insurance against such risks. Tenant shall bear the entire cost of performing the work (including. and the occupancy thereof by other tenants.g. Landlord shall provide to Tenant a construction allowance ("Construction Allowance") equal to the lesser of (a) ($ /rentable square foot) or (b) the Total Construction Costs. however. and (b) pay to Landlord the amount by which the estimated Total Construction Costs exceed the Construction Allowance. (b) because of any specification by Tenant of materials or installations in addition to or other than Landlord's standard finish-out materials. then.. then the obligations of Landlord and Tenant shall continue in full force and Rent shall be abated until the date the Improvements are substantially completed.7. design of the Improvements and preparation of the Drawings. Original certificates of insurance evidencing such policies. all of which costs are herein collectively called the "Total Construction Costs") in excess of the Construction Allowance (as hereinafter defined).). elevators. electrical usage during construction. The work shall be performed only by contractors and subcontractors approved in writing by Landlord. without limitation. Without limitation. If a delay in the performance of the work occurs (a) because of any change by Tenant to the Drawings. whose approval shall not be unreasonably withheld. notwithstanding any provision to the contrary in this Lease. etc. additional janitorial services. the operation of the Building. any contractor or subcontractor. 9. and with such companies as Landlord may reasonably require and (b) payment and performance bonds covering the cost of the Improvements and otherwise reasonably satisfactory to Landlord. general tenant signage. if Tenant or its agent is managing the performance of the work. 8. or (c) if Tenant. and copies of such bonds must be received by Landlord before the work is commenced. Upon approval of the Drawings and selection of a contractor. then Tenant shall not become entitled . Tenant shall promptly (a) execute a work order agreement acceptable to Landlord that identifies such Drawings. less (i) the amount of the payments already made by Tenant and (ii) the amount of the Construction Allowance. excess electricity. All contractors and subcontractors shall contact Landlord and schedule time periods during which they may use Building facilities in connection with the work (e. and shall be performed in such a manner and at such times as to maintain harmonious labor relations and not to interfere with or delay Landlord's other contractors.

subcontractors. 12. Landlord or its designee shall supervise the Improvements and act as a liaison between the contractor and Tenant and coordinate the relationship between the Premises. and evidence of governmental inspection and approval of the Improvements. if applicable. . 11. together with lien waivers from such parties. if applicable. Tenant shall pay to Landlord a construction supervision fee equal to five percent (5%) of the Total Construction Costs.to full credit for the Construction Allowance until Tenant has caused to be delivered to Landlord (i) all invoices from contractors. and suppliers evidencing the cost of performing the work. and the Building's systems. and a consent of the surety to the finished Improvements (if applicable) and (ii) a certificate of occupancy from the appropriate governmental authority. the Building. In consideration for Landlord's construction supervision services. Notwithstanding anything herein to the contrary. which date shall be defined in the Drawings. it shall be an event of default under this Lease if Tenant has not completed the Improvements on or before the Scheduled Completion Date.

if requested by Landlord. Tenant shall. Landlord shall not be liable for any damage of any nature to. 1. 3. Tenant shall cause its employees and agents using Tenant’s Parking Spaces to execute an agreement confirming the foregoing. Landlord further reserves the right to change. or rearrange the Parking Facilities. or contents thereof. Further.EXHIBIT "E" PARKING Tenant shall be permitted during the Lease Term to the nonexclusive use of ) Parking Spaces. Tenant’s employees and agents. guests. visitors. from time to time. reconfigure.000 rentable square feet which Tenant leases at the Building. Landlord reserves the right at any time to assign Parking Spaces. for every 1.doc -1- . but shall be limited to the use of such tenants’ employees. It is specifically understood and agreed that the parking areas located on the Property shall be for the nonexclusive use of all tenants in the Building. modify and enforce reasonable rules and regulations with respect to the Parking Facilities. 2. and to restrict or eliminate the use of any parking areas and to do such other acts in and to such areas as Landlord deems necessary or desirable without such actions being deemed an eviction of Tenant or a disturbance of Tenant’s use of the Premises and without Landlord being deemed in default. Tenant and its agents. to construct or repair any portion thereof. Landlord may. invitees or licensees shall not interfere with the rights of Landlord or others entitled to similar use of the Parking Facilities. All Parking Facilities furnished by Landlord shall be subject to the reasonable control and management of Landlord. guests or invitees only (hereinafter the parking areas located on the Property shall be referenced as the “Parking Facilities”). and shall not suspend or terminate any of Tenant’s obligations under this Lease. Excessive use of the Parking Facilities by another tenant shall not be a default or breach of this Lease by Landlord. establish. and Tenant shall be responsible to insure that its employees park in the designated areas. contractors. At Landlord’s request. relocate the Parking Facility or convert the Parking Facility to a reserved and/or controlled parking lot. or any theft of. furnish to Landlord a complete list of the license plate numbers of all vehicles operated by Tenant. in or about the Parking Facilities. /opt/scribd/conversion/tmp/scratch28932/68494494. who may. vehicles. employees. If Parking Spaces are not assigned pursuant to the terms of this Lease. in its sole discretion. visitors.

income. elevators. ventilating and air /opt/scribd/conversion/tmp/scratch28932/68494494. service corridors. For the purposes of this Exhibit F. experts’ and other witnesses’ fees. county. agents and employees. in its sole discretion. advisable or be required to carry. is controlled by or is under common control with Landlord. foundations. truckways. electric. the Property. Tenant may not contest Taxes. or any portion thereof and any other taxes. courts and ramps. For the purposes of this subsection. the term "Operating Expenses" shall mean any and all costs. without limitation. but not limited to. Without the prior written consent of Landlord. lighting facilities.The term “Maintenance Costs” shall mean all costs paid or incurred in connection with the operation or maintenance of the Property. then all such items shall be included within the term Taxes for the purposes of this Lease. loading areas and docks. including. retaining walls. state. heating. decorative walls. pay or become obligated to pay in connection with the ownership of any estate or interest in. operation. whether by federal. escalators. Landlord shall have the right to obtain umbrella or other policies covering the Property and any portion thereof and other assets owned by or associated with Landlord or its affiliates. landscaped and planting areas and facilities. replacement. all personal property used in connection therewith. including but not limited to the following: 1. that necessary in order to protect itself. municipal. maintenance. sewage. Insurance . the term “affiliate” shall mean any entity which controls. driveways. taxing the Property. If and to the extent that due to a change in the method of taxation or assessment. roofs over the entire Building including the Premises.EXHIBIT "F" OPERATING EXPENSES In addition to the Base Rent payable by Tenant under this Lease. capital stock. shall deem necessary.The term “Taxes” shall mean all taxes. or other taxing districts or authorities presently or hereafter created. repair. capital. vacant areas. its affiliates. profit or other tax or charge shall be a substitute for or supplement to any of the foregoing. insurance. any franchise. or any portion thereof. determined in accordance with accepted cash basis accounting principles consistently applied. Maintenance Costs . 2. charges or assessments attributable to the Building or its operation that Landlord shall be required to pay. Taxes . incurred in contesting the validity or amount of any Taxes or in obtaining a refund of Taxes shall be considered as part of the Taxes for the year in which paid. access roads.doc -2- . Tenant shall pay as Additional Rent its Pro Rata Share of Operating Expenses as set forth below. pedestrian sidewalks. or its interests therein. and security of the Property.The term “Insurance” shall mean all insurance of any type that Landlord. in which event the cost thereof shall be equitably allocated. All expenses. or any portion thereof. including reasonable attorneys’ fees and disbursements. fees. exterior and demising walls. curbs. service lines or conduits for gas. malls. water. expenses and disbursements of every kind and character (subject to the limitations set forth below) which Landlord shall incur. 3. rent. stairways. plazas. fees and assessments and governmental charges levied. all parking areas (whether temporary or permanent) on the Property. including.

All such costs shall be amortized over the reasonable life of the capital improvement items. accounting costs and disbursements. or are intended to result in. including. salaries and fringe benefits of Building employees and employees of the Building’s managing agent to the extent chargeable to the Building). but in no event to extend beyond the reasonable life of the Building. whether within or outside the Building and whether located on or off the Property. with the reasonable life and amortization schedule being determined in accordance with generally accepted accounting principles. janitorial service. elevator and mechanical systems maintenance. but not limited to. Expenditures intended to reduce maintenance costs shall first require the consent of tenants who lease more than fifty percent (50%) of the Building net rentable space. but are not limited to. air conditioning and ventilation. on the cost of installation of capital improvement items which result in. cleaning. any management fees that Landlord may be required to pay for such use. a reduction in Maintenance Costs or which are required to be installed under any governmental law. exterminating and landscape maintenance. regulation or authority. conduits and appurtenances for use by Tenant in common with other tenants. which consent shall not be unreasonably withheld. window cleaning. removal and replacement of pavement. waste disposal. “Interest” shall be calculated at the lesser of (i) the annual prime rate published in the Western Edition of The Wall Street Journal plus two percent (2%) per annum or (ii) the maximum legal rate of interest allowed by the state in which the Building is located. (e) Amortization. Maintenance Costs shall include. security and/or guard service. paper products. (f) Management fees (including. resurfacing. the following: (a) All expenses incurred in connection with making the parking areas located on the Property. restriping. but not limited to. but not limited to. and all costs incurred for sweeping. without limitation. the cost of water. fire protection. alarm service. including. (d) All costs incurred for all maintenance and service agreements for the Property and equipment used in the common operation of the Property. together with Interest.conditioning services. including. and other areas and facilities related to the Property. available for use by Tenant and others including. and other professional services associated with the operation and maintenance of the Property.doc -3- . repainting. decorations. heating. litter control. reasonable legal fees. but not limited to. electrical service. sprinklers. if any. or any portion thereof. and snow and ice removal. music and intercom equipment. excepting those excess utilities supplied to tenants of the Building at their respective premises to the extent billed to such tenants either directly or by means of submetering. painting and replacement of worn out mechanical or damaged equipment. uniforms. fire suppression and warning systems. (b) All expenses incurred for supplies and materials used in the operation and maintenance of the Property. lighting. curbs and car stops. /opt/scribd/conversion/tmp/scratch28932/68494494. (c) The cost of all utilities for the Property. cleaning.

or any portion thereof. if any. in Landlord's reasonable judgment. or any portion thereof. is a part or included within. license. and security of the common or public areas of the business park or planned development of which the Property. dues. or security of the Property.(g) The cost of maintenance and repair of ceilings. (l) If the Building is less than ninety-five percent (95%) occupied for all or a portion of the calendar year. /opt/scribd/conversion/tmp/scratch28932/68494494.doc -4- . replacements. replacements and general maintenance paid by proceeds of insurance or by Tenant or other third parties. those costs and expenses of the type included in the foregoing provisions of this Paragraph 1 which. maintenance. would have been incurred if the Building had been one hundred percent (100%) occupied. if applicable. The following items are specifically excluded from the definition of the term "Operating Expenses": (a) Expenses for capital improvements made to the Property other than (A) capital improvements described in subparagraph (1)(e) above. replacement. and alterations attributable solely to tenants of the Building other than Tenant. permits and other governmental charges. repair. for which Landlord is entitled to direct reimbursement from any Tenant. (i) Cost of repairs. (j) Cost of service or maintenance contracts with independent contractors for the operation. (i) Costs (including permit. maintenance. decorating. (j) advertising and promotional expenditures. and inspection fees) incurred in renovating. (g) Income taxes imposed on the income of Landlord from the operation of the Property. glass. plate glass. (e) Leasing commissions. which are incurred to contest real estate taxes or assessments). gutters. if any. painting. (h) Those costs. (b) Electricity costs paid by Tenant pursuant to Paragraph 6 of this Lease. or redecorating vacant space or space for tenants. and maintenance of the Property. or any portion thereof. (c) Expenses for repair. roof and exterior walls. replacement. (f) Legal expenses (other than those legal expenses. improving. insurance. but only to the extent that Landlord is so entitled. and (h) The cost of all licenses. plumbing. pipes and fixtures and other equipment. (k) Pro rata cost incurred by reason of any recorded easements or restrictions which affect all or any portion of the Property and any costs incurred in the operation. show windows. repair. (d) Depreciation of the Property.

then (i) notwithstanding Paragraph 2 above. 2. or if Tenant is in default under any of the terms." in the Building. If Landlord and Tenant cannot agree on the location of the Substitution Space within such ten (10) days period. either Landlord or Tenant may terminate this Lease upon sixty (60) days’ prior written notice. conditions. the term of this Lease shall be extended so that the then unexpired balance of the Lease Term shall be for one year from such effective date. be deemed the Premises hereunder. and if Tenant continues to occupy the present Premises after such effective date. if such then unexpired balance of the Lease Term is less than three (3) years. whereupon. specifying the effective date of such substitution. without further act on the part of Landlord or Tenant. other space (of at least the area of the Premises). such rental increase shall not be in excess of five percent (5%) of the Rent immediately preceding such increase). or at least thirty (30) days notice prior to the Commencement Date of this Lease.EXHIBIT "G" SUBSTITUTION SPACE 1. during the period of such occupancy. provisions or agreements of this Lease. 3. Tenant shall pay Rent for the present Premises at the rate set forth in this Lease. in addition to the rent for the Substitution Space at the above described rate. regarding the term of this Lease. Landlord and Tenant shall have ten (10) days from Tenant’s receipt of notice from Landlord of such substitution to agree upon the location of the Substitution Space. and (b) Tenant shall move from the present Premises into the Substitution Space and shall vacate and surrender possession to Landlord of the present Premises. it shall give Tenant at least sixty days (60) prior notice. for all intents and purposes. covenants. hereinafter referred to as "Substitution Space. as of such effective date: (a) the description of the Premises set forth in this Lease shall. Landlord shall have the right at any time from the date hereof through the end of the Lease Term or any renewal or extension hereof to substitute.doc -5- . and (ii) if the Substitution Space contains more square footage than the present Premises. unless Tenant otherwise agrees. the Rent shall be increased proportionately (provided that. the Lease Term. be deemed amended so that the Substitution Space shall. and all of the terms. (a) Tenant shall have the option either to accept possession of the Substitution Space in its "as is" condition as of such effective date or to require Landlord to alter the Substitution Space in the same manner as the present Premises were altered or were to be altered. covenants. If Landlord desires to exercise such right. then thereafter. without further /opt/scribd/conversion/tmp/scratch28932/68494494. instead of the Premises. (b) If Tenant receives notice regarding Substitution Space after the Commencement Date of this Lease and Tenant elects to require Landlord to alter the Substitution Space. If Tenant fails to deliver to Landlord within such fifteen (15) day period notice of its election. Such option shall be exercised by notice from Tenant to Landlord within fifteen (15) days after Tenant's receipt of the aforesaid notice from Landlord of such proposed relocation. Tenant shall be deemed to have elected to accept possession of the Substitution Space in its "as is" condition. provisions and agreements of this Lease shall continue in full force and effect and shall apply to the Substitution Space except that (i) if the then unexpired balance of the Lease Term shall be less than one year. conditions.

and. in addition to the rent for the Substitution Space at the above described rate. Tenant shall pay Rent for the present Premises at the rate set forth in this Lease. equipment. and agreements of this Lease. conditions. (ii) Tenant shall continue to occupy the present Premises (upon all of the terms covenants. 4. during the period of such occupancy. (d) With respect to such alteration work in the Substitution Space. then the Commencement Date of this Lease shall be the earlier of (i) occupancy of the Substitution Space by Tenant or (ii) the date the Substitution Space is substantially complete. supplies and telephones and telephone equipment from the present Premises in the Building to the Substitution Space and for reprinting Tenant's affected stationery supply on hand immediately prior to Landlord's notice to Tenant of the exercise of this relocation right. shall (unless Landlord otherwise elects) be deemed extended so that the then unexpired balance of the Lease Term shall be three (3) years from such effective date. If Landlord exercises this relocation right. in addition. the happening of such delays shall in no event postpone the date for the commencement of the payment of the Rent for such Substitution Space beyond (and such payments shall begin on) the date on which such work would have been substantially completed but for such delay. then thereafter. Landlord shall reimburse Tenant for the reasonable out-of-pocket expenses actually incurred by Tenant for moving Tenant's furniture. and (iii) Tenant shall move from the present Premises into the Substitution Space immediately upon the date of such substantial completion by Landlord and shall vacate and surrender possession to Landlord of the present Premises. Landlord at its discretion may substitute materials of like quality for the materials originally utilized. Tenant shall continue to pay Rent for the present Premises at the rate set forth in this Lease until it vacates and surrenders same as aforesaid. including the covenant for the payment of Rent) until the date on which Landlord shall have substantially completed such alteration work in the Substitution Space. provisions. 5. (c) If Tenant receives notice regarding Substitution Space prior to the Commencement Date of this Lease. if notice regarding Substitution Space occurred after the Commencement Date of this Lease.act on the part of Landlord or Tenant. or if Tenant shall otherwise delay the substantial completion of Landlord's work. and if Tenant continues to occupy the present Premises after such date.doc -6- . if Tenant or Tenant's agents shall make changes in the work and if such changes shall delay the work to be performed by Landlord. /opt/scribd/conversion/tmp/scratch28932/68494494.

and the two appraisers shall appoint a third appraiser who is also a member of the American Institute of Real Estate Appraisers (or its equivalent). Landlord and Tenant shall each promptly appoint a real estate appraiser who is a member of the American Institute of Real Estate Appraisers (or its equivalent) to assist in the determination of the Fair Market Value Rate. as applicable. The renewal term (“Renewal Term”) shall be ( ) months commencing upon the Expiration Date of the Lease Term.EXHIBIT “H” RENEWAL OPTION 1. The Renewal Option shall be null and void if Tenant fails to deliver written notice (“Renewal Notice”) of exercise to Landlord not later than ( ) days prior to the Expiration Date of the Lease Term (“Renewal Notice Date”). (a) the location and floor level within the Building. Tenant shall return to the Landlord within fifteen (15) days of receipt from Landlord the lease or amendment executed by Tenant or the right to renew shall be terminated at the Landlord’s sole discretion. once the business terms and conditions have been mutually agreed upon and the documents have been sent to the Tenant for execution. As used herein. The determination of the Fair Market Value Rate by the agreement of any two of such three appraisers shall be accepted by and binding upon Landlord and Tenant as the Fair Market Value Rate. the term “Fair Market Value Rate” means the rental rate per square foot of Net Rentable Area of floor space in the Premises which Landlord is or would be charging. and (k) and other appropriate terms or condition. Landlord hereby grants to Tenant a one (1) time option (“Renewal Option”) to renew and extend the term of the Lease. Base Rent for the Renewal Term shall be at the Fair Market Value Rate multiplied by the Net Rentable Area (in square feet) of the Premises as of the Renewal Notice Date. (d) parking charges or the inclusion of the same in the rental. provided that at the time the Renewal Option is exercised. The base annual rent rate for the Premises during the Renewal Term shall be the Fair Market Value Rate as based upon the assumptions outlined below and mutually agreed upon by Tenant and Landlord. 3. (i) whether any broker’s commission is payable. Landlord and Tenant will use all reasonable diligence to cause their appointed appraisers to perform in good faith and in a timely manner in order to make the determination of . In the event that Landlord and Tenant cannot agree to a Fair Market Value Rate applicable to the Renewal Term. in connection with renewals of leases of spaces in the Building taking into consideration the following. except (a) the Base Rent during the Renewal Term shall be as provided above. (e) the extent of services to be provided by Landlord to Tenant and such renewal tenants. (h) the length of the lease renewal. 2. Additionally. and (b) Tenant shall not have the right to assign its renewal rights to a subtenant under this Lease. (j) the date on which the Renewal Term will commence. if any. (g) credit rating and financial condition and stature of such renewal tenants as of the Renewal Notice Date. the Lease shall be in full force and effect and Tenant shall not be in default hereunder. (c) the amount of the market allowance. to be provided to Tenant by Landlord. (f) the base year or dollar amount of the Operating Expenses for escalation purposes. (b) the condition of the existing improvements in the Premises and the premises covered by such renewed leases. Any such renewal of this Lease shall be upon the same terms and conditions of this Lease.

Landlord and Tenant shall each bear the costs and fees of their respective appraisers and shall share equally the cost of the third appraiser.the Fair Market Value Rate on or before the date on which the Fair Market Value Rate is to become effective. . the determination of the Fair Market Value Rate by the third appraiser shall be accepted and binding upon Landlord and Tenant as the Fair Market Value Rate. applicable to the period from the date on which the Fair Market Value Rate was scheduled to become effective to the payment of the first installment at the Fair Market Value Rate. (b) the Rent for such period shall be payable at the rate otherwise payable hereunder. (a) this Lease shall nevertheless continue in full force and effect until such determination is made. and (c) upon the determination by such appraisers of the Fair Market Value Rate. In the event such appraisers shall not make such determination prior to the date on which the Fair Market Value Rate is to become effective. Tenant shall pay to Landlord the increase in the Rent payable hereunder. in addition to such monthly installment of Additional Rent. the payment of the Fair Market Value Rate shall commence on the first day of the month following the date of such determination. In the event that the determination of the Fair Market Value Rate is not made prior to the time which is six (6) months after the date upon which the Fair Market Valule Rate is to become effective. if any.

shall have the option to install its name on the existing monument signage. . Said signage shall be mutually acceptable to Landlord and Tenant including the size and location. at Tenant’s sole cost and expense and with Landlord’s prior written approval.EXHIBIT “I” MONUMENT SIGNAGE Tenant.

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