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HomeMy WebLinkAbout05875 - TRIO RESTAURANT FACADE IMPROVEMENT AGR 4pALM s'e4 �2 PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY �ZfFO EXTERIOR PROPERTY OWNER/TENANT IMPROVEMENT GRANTS FACADE IMPROVEMENT AGREEMENT THIS FACADE IMPROVEMENT AGREEMENT (the "Agreement") is made and entered into this `2 3 day of J:1 2009, by and between the Community Redevelopment Agency of he City of Palm Springs, ("Agency"), and the 0�L� LIF S 4 a ("Owner"). Collectively the Agency and Owner are referred to d the Parties. RECITALS A. Agency has established an Exterior Property Owner/Tenant Improvement Grant program for businesses in the Downtown and Uptown Business Improvement District Area and certain neighboring redevelopment project areas, shown in Exhibit "A", eligibility map. B. Owner is the owner of a real pro erty usines (circle one) located within the eligible area at —707 M . `�r.(M .tia6a — Palm Springs, ("Property"), otherwise known as ((r (building o siness C. Owner has applied for a Grant in the amount of $ _ , 0, 00 to make exterior improvements to the Property as described in Exhibit "B," Scope of Work. D. Owner has received all necessary approvals from the City's Planning, Building or Engineering Departments, which are shown in Exhibit "C", Evidence of Approval. E. The Agency has reviewed the application, the evidence of financial participation by Owner, the location of the Property, and the approvals, and has approved the Grant Application. NOW, THEREFORE, in consideration of the promises and mutyal agreements contained herein, Agency agrees to grant to Owner the amount of 15 , co -, and Owner agrees to undertake the approved improvements, under the Tollowing terms and conditions: AGREEMENT 1 . Property_ Ownership/Right to Undertake, Work. Owner represents that it is the Owner of the Property or holds Tenancy in the Property which entitles it to undertake exterior physical improvements to the Property. 2. Schedule. The Parties agree that all exterior improvements shall be completed within '&0 days of the date of this Agreement. 3. Contractor. The Parties agree that Owner has sole responsibility for choosing and hiring the contractor, which shall be shown in Exhibit "D", Contractor/Vendor Agreements, and the acceptance of the material used and the work performed is Owner's responsibility, and the Agency is not a party to any agreement with the vendor or contractor and does not guarantee the quality of workmanship of the property improvements, nor have any liability whatsoever therefor. At all times hereunder, the Contractor shall have a valid City of Palm Springs Business License. 4. Design Approval and Permits. The Parties agree that Owner has sole responsibility for obtaining design approval and evidence of required permit approvals from the City of Palm Springs as shown in Exhibit C, and ensuring the compliance with those permits. 5. Grant Limitations. The Agency shall provide a Grant of up to $2,500 with no contribution from the applicant. The Grant shall be in the amount of the actual approved expenditure for the improvement described in Exhibit B or $2,500.00, whichever is less. The Agency does not warrant that it will pay all costs of improvements if they exceed $2,500. The maximum Agency Grant increases to $5,000 if the applicant matches the City funds with a $2,500 private contribution. The Agency Grant increases on a dollar for dollar basis for project costs over $2,500, up to the $5,000 cap. 6. Evidence of Completion. The Parties agree that the Agency will release the Grant funds upon the completion of the work by the Owner or his contractor. Evidence of completion shall include but is not limited to: photographs of the finished work; a final inspection by a representative of the City of Palm Springs; and, a copy of the final invoice for the work completed and proof of payment to the contractor. 7. Release of Liens. The Parties Agree that the Owner is responsible for obtaining the release of any Mechanics Liens or other liens placed upon Owner's property by any contractor or subcontractor hired under this program. 8. Maintenance. Owner agrees and covenants that, after the City issues its Certificate of Completion, Owner shall be responsible for maintenance of all Redevelopment Agency Facade Improvement Program improvements that may exist at the Property from time to time, including without limitation buildings, parking lots, lighting, signs, and walls in first-class condition and repair, and shall keep the Property free from any accumulation of debris or waste materials. Owner shall also maintain all landscaping required pursuant to Property's approved landscaping plan, if any, in a healthy condition, including replacement of any dead or diseased plants with plants of a maturity similar to those being replaced. Owner hereby waives any notice, public hearing, and other requirements of the public nuisance laws and ordinances of the City that would otherwise apply. MISCELLANEOUS PROVISIONS 9. Covenant Against Discrimination. Owner covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed, religion, sex, marital status, disability, sexual orientation, national origin, or ancestry. 10. Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City of Palm Springs Community Redevelopment Agency Attention: Economic Development Administrator 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Owner: Palm Springs, CA 7 11. Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 12. Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 13. Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared Redevelopment Agency Facade Improvement Program invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties hereunder. 14. Indemnification. Owner shall indemnify and hold harmless, the City of Palm Springs ("City") and the Agency, the City Council, the Agency Board of Directors, its officers, agents, employees and independent contractors free and harmless from any liability whatsoever based and asserted upon any act or omission of the City and Agency for property damage, bodily injury, or death or any other element of damage of any kind or nature, relating to or in any way connected with participation in the Program. 15. Authors. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. Owner certifies that the above statements are true and accurate to the best of Owner's belief. Failure to meet any of the terms of this Agreement shall result in the forfeiture of any Grant funds from the Agency for this program. Redevelopment Agency Facade Improvement Program IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "Agency" City of Palm Springs Date:_ -7 -'Z 9 —C)q By: Com�munif Rede el pment A y Date: 7���` B y::L�1�+>� �C 1✓= � Assistant City Marjager Date: �\U(?j , U David H. Ready, FW, PhD. Executive Director ATTEST: APPROVED AS TO FORM: By:- _ By: JGmes Thompson Douglas C. Holland City Attorney "OWNER" Date: �Z�` G By : U, ClJ Date: 0 Not To EXceed p� �s o yVftolup The Press u.oit es AuthOrizatisn of rljs 0",-v Manager. Redevelopment Agency Facade Improvement Program FpALAI S`4 � y G1 V .n C, a<rroRN THE CITY OF PALM SPRINGS/ PALM SPRINGS COMMUNITY REDEVELOPMENT AGENCY EXTERIOR PROPERTY OWNER/TENANT IMPROVEMENT GRANTS ELIGIBLE REDEVELOPMENT AREAS LLI Y+ +S T YT �Yw�n�q � a S a e +^ xo z+ nw z +3 Lei! 7 r IP +s r�r ¢ @7 xa p Tramway to vista Chino C a 7mwLF.a Ro r A . S1" 9VN T -0 3jl1 fi(�'�I� AMPa]RR � O YtOY 4'J11[!I� - TAHCVIY 1 L o +5 17 +e S1 �� Ta C T I.L. LI r anaw�r e....en Page 3 FAX: (760)320-2090 PROPOSAL PROPOSAL SUBMITTED TO PHONE DATE TRIO 5/29/2009 ADDRESS JOB NAME 707 North Palm Canyon Drive Trio Wall Mount sign CITY,STATE,ZIP JOB# LOCATION Palm Springs, CA 92262 0905-30532- We hereby submit specifications and estimates Quantity Description Price Extended Installation t BSI to manufacture and install city. (1) internally illuminated $7,231.00 $7,231.00 $570,00 aluminum framed sign structure to measure approx. 32"x 72". The 1/4" plate aluminum face will be surfaced with a matte silver laminate.The back panel, seen through the routed letters,will be sprayed flat orange to diffuse the orange LED's and increase visibility. Orange LED's will also mount to the frame of the backside to allow the sign to "float". All wiring methods and electrical components used in the installation to comply with UL standards. 1 Permit Procurement Fee. $85.00 $85.00 1 Artwork origination. ($1,000-00) ($1,000.00) Subtotal $6,316.00 CA Sales Tax $632.71 Installation $570.00 Total $7,518.71 Actual city permit fee to be added to the final invoice at cost. Please call with any questions, and thank you for your business. We propose hereby to furnish material and labor- complete in accordance with above specifications,for the sum of- Seven thousand five hundred eighteen and 711100 Dollars: $7,518,71 TERMS: 50% DEPOSIT REQUIRED, BALANCE DUE UPON COMPLETION NOTICE TO OWNERS Under the Mechanics'Lien Law,any contractor,subcontractor,supplier,man or other person who helps to improve your property and is not paid for his labor,services or malarial,has a right to enforce his claim against your property. under the law,you may protect yourself against such claims by filing,before commencing such work of improvement,an original contract for the work of Improvement of a modification thereof,in the office of the county recorder of the county whore the property Is situated and requiring that a contractor's payment bond be recorded in such office. Said bond shall be in an amount not less than filly percent(50%)of the contract price and shall,in addihon to any conditions lot the performance of The contract,be conditioned for the payment in full of the claims of all persons fumizhing labor,Services.equipment or materials for the work described in said conVact. In the event litigation is instituated to collect any sums due and owing Best Signs,Inc„them shall be added such additional amounts as court cost,and reasonable Signature or payment of deposit constitutes acceptance of this agreement. Authorized John Cross Sgnature Jahn Cross 30 days. Acceptance of Proposal �/Now Tms proposal may be withdrawn by us it not accepted The above prices,specifications and conditions are satisfactory and are X Signature X hereby accepted. You are authorized to do the work as specified, Payment will be made X as outlined above. X X \ Date of Acceptance:X Signature P EXHIBIT "C" EVIDENCE OF APPROVAL (PLANNING, BUILDING, ENGINEERING DEPARTMENT) Redevelopment Agency Facade Improvement Program F ?ALM S� _ �Q +�y , , 1 t O -i r i d ='ti\ y b u "y`" lip' " Community and Economic Development Department Y r ;i * 1. (7 L.Tnhgmtc Canyon Wpy • Palm Springs,CaliFoYaia 92262 * �y`"rtrPol*yrrq,•� ,, 1'Y,I. (760)32j-8259 • rAX(760)322-8325 • TDn(760)964-9527 C'qh'^ gyp- Community Rcdevelopmeni Agency • Community Development IiIocic Grnnr FQ(LN Downtown Development -Pconomic Devilopmenc• Housing• Public Arc • Reeyclmg July 27, 2009 Trio Restaurant 280 S. Avenida Caballeros Palm Springs, CA 92262 Attention. Tony Marchese RE: Facade Improvement Program Trio Restaurant 707 N. Palm Canyon Drive Dear Tony: The City of Palm Springs has received your application for an owner/tenant grant under the Facade Improvement Program. Based on your application, you are eligible for a reimbursement of$5,000.00 from the City following completion of the work. It appears from your application that you have already received the necessary permits and approvals from the City's Department of Planning as your Sign Permit Application has been approved by staff. The next step is for you to enter into a reimbursement agreement with the City. Please bring a copy of this letter with you and come in to the Planning counter during our business hours 8:00 a.m to 6:00 p.m. Monday to Thursday and sign the reimbursement agreement. As soon as the Agreement is signed, you may authorize your contractor to do the work, and when work is complete, submit proof of payment to the City for reimbursement. If you have any questions or require further assistance, don't hesitate to contact meat 323-8260 or by email at Diana.shay palmsprings-ca.00v. Sincerely, %-Q2:5 Diana Shay, Redevelopment Coordinator P.S. Don't forget to take some digital before and after photos and email them to us!! cc: Cathy Van Hom, Economic Development Administrator Post Office Box 2743 0 Palm Springs, California 92263-2743 1UL/24/2009/FRI 02. 03 PM Best "Signs FAX No, 760-320-2090 P 003 City of Palm Springs BUILDING PERMIT • C'rLrFORt''�}• Permit TetivJdan Angela LaFrance DATE PLAN CHECK PUN ciJECK CASE B E M P aP NP SUBNi=ti 7/20/2009 NUMBER OTC FEE NUMBER 09-088 PERMM X Owner Addram Phone $am ❑c.Number Trio Restaurant same Contractor Address Phone save uc Number Best Signs 1550 S . Gene Autry, PS 320-3042 524483 Architen Add�s Total value of work$ 250 , 00 Sewer Agreenwbt i Emglnaer Address 50=1 Pee Fdmra Unit 0 IAt P Back# Tmct Building Address Bullding Permit 119 + MERITOVISTA 0707 PALM CANYON DRYVE E nj&,TAj 35 . 00 Wt$ice 74ne ryeight Occupancy A A.No. Total Area plan Check C1 A3 o9-088 v0e-3cfil 0 . 0G Setbacks As Front sae sde Rear Parcel Plumber SMID Tax Constructed 505-283-007 001-77112 0 . 50 Square Baking Garage/drpert Fonrotl PIWIporch Mlan nn Footage Doi-3130s 2 . 60 Use or ereldmg SW Type Permit Type caret Type Fim Splokcr Units New see'On permit Issuance Commercial 2 MSC Doi-agzw 26 . 11 Class of New A dlilwa Alterations Repair RemogCl I RamWol I Replace Consducdonl`aA work S 007,31601 0 . 0 0 Descnhe were in deeill: o61.Fee/Rmw/MI;a, New sign attachment: to include new electrical connection. 001-Mia 0 . C)I) Consbutlipn Permit yy,,'� n goSM13}10a 0 . 00 II�SP6C01�tV F{Ef�UE�T Sewerinsppcdon on-azsaz 0 . 0 0 special Condmons: Inspections must be called Sewer Mein 24 hours in advance on our azo-38704 0 . 00 "Inspection Recorder" sewer Agreement 760-323-8243 T&A 0 . 00 Sewer Connection Fcb PO NOT CONCF OR COVER PAY CON5MU07ON UNTILTNEWORK IS INSPECTED 120�30703 0 00 IMPORTANT Drelrage F=e 0 , 00 The issuance of this permit shell not be held to be an approval or the violation of any pm%rislore;of any TUMF Fee city or county ordinance or state law. 13 33730 0 . 00 Inspections of work are subject to an approved set of plans being on the Job. Changes to plans are Mlsu flung Fee not to be made without permission of the Building and Safety Divisions. 0 . 00 Pubrr Arts Poe 'rho owner and/or Contractor is responsible for establishing all properly Ilnes.All utllliles must be 15P34390 0 . 00 underground. Planning Fee This permit will expire if work is not started in 380 days or ff more than 1130 days elapses between OOe-34303 0 . 00 inspeDtiDns. Trchnalooy Fee 3BI-31115 n - I certify that 1 am familiar with all requirements of the City of Palm Springs as they apply to this permit mineral Plan Malnk Tee and understan at these requirements must be completed prior to final inspection and that no Cent ficaYon ceuparicy�l be issued until such time as these requlrements are met I certify that Cl 0 . 0 0 r r e d s Ircztion/arid state that the infonnation is true and correct, o01-3zug t>S- 1 . 00 � [� 7oTltt F E 65 . 54 OWN R/ TRACTDR/AGENT DATE I550 D Y i is a Building when properly filled out,signed and validated,and is not transfembie. r CUSTOMER'S COPY PERMIT NUMBER C 24588 TE{O No PEE11RiT s MA1N EO 5EGN o r a. WALL MOUNTED DATE 707 N PA M CANYON OR PALM IMINGS CA -7q +R - 9cD 3v A[reuN Rgn,�lelM,i JOHN CROSS 0.dpnr. JIM CROSS 0 rn nice oN AlAY24,2009 0 CV ScW. n m 0 T�4iaRas[¢vmnlld•sign_01 Z �{ Rmlrlenn Q W,w JULY 15r 2064 a.nl Mam.li SESTSIGM 3.25R E 5 1 ❑ © ❑ 1550 S.V.Aviry Pmi mm to Palm Sprinpc,G 427E-0 'amp 7!L•{7i0�320-'JrM FA%:7L43302p40 to CSAP e¢vremac anew a. uc�mnRRrvr+¢nE •nm�urw¢ 0 WALL MOUNTED MAIN ID - OPTION 1 N uxmwn,uv+acnlw p .wnuwmmni.a,�u Lc f[ER5 ROUTED D1JT OF PLATE ALUMINUM FCR REGE55ED APAEARANGE.ALUMINUM'To 85 POLLS1iEfJ mu.Nni uunaminvum x AND BAGKL.IT 1WR}1 ORAr\GE NEDN. n�.a.=Rn.we .w� w . 6 F 'BUILDING FRONT�E..........16 54.F`OF 51GNAOE z o v, , DWI :pnauricrER L a209 ti T��+� • n'' 9r �Z� >��anrreKl �'iolr, s c'�G�3� Dvlr See 2. • -F'p SeSc�a�e AIR COMMERCIAL REAL ESTATE ASSOCIATION STANDARD RETAILIMULTI-TENANT LEASE - NET 1. Basic Provisions("Basic Provisions'). 11 Parties: This Lease('Lease) dated for reference purposes only June 24, 2009 icmadcbyandbelween second Imperxdl mxRer and Vdull 'Inc (cpllecuvely Me'Partice.or individually a'Party'). 12 Promises: That certain punch of the Shopping Center(as defined below),including all improvement.Martin or to be provided by Leaaor under the terms of this Lease,commonly known by the slmot address of 707 North Palm Canyon Dr. ,located in the City of Falin S tin s County of Riverside state of California with zip code 92.262 ,as oullmey on Exh'bit — attached hereto('Premises)and ganerally described as(describe briefly me nature of the Premises): Space is intended for restaurant. use and x approxintarua 4,7OO + - In eddluan to l c s rights la use and occupy me Premises a.'hene nafty spcciied,Lessee shall have none clusrve rights E the Common Areas (he dcrinad In Paragraph 27 below)as hemnaf(ar spco0ctl,but shall not have any rabic to the mail.exterior walls or utility raceways of the building containing the Premises(Building')or to any oMcr buildings In the Shopping Center.The Prcmircs and the Building arc situated within the Shopping Ccntcrknoenss Silverman Bu¢ldlricf / 707 N. Palm Canyon Drxae The Premises,me Building, the Common Areas and all other budding3 and improvements Within said Shopping Center together with me land upon which they arc located are heroin collectively referred to as Ihe'Shopping Center` ISoe also Paragraph 2) 1.3 Term. Five Years years and 0 months ('Oiglnal Term') commanong Ault 1, 2009 ('Commencement Dale') and ending Lu5ust 31,2014 (•Expiration Dale'). (Seeolsa Pamgraph3) 1.4 Early Possessiom July 11, 2009 ('Early Posseseien Date'). IS=also Paragraphs 3.2 and 3.3) 13 Base Rent: 54,UO0.O0 permonm('Basc RenP),pyyoblconthe Fart d4yofcachm0W11Wrmendng lst of month after free rent, period of three months . (See slso PamgrapIh4) ❑ If this box is checked,there are pmwskina in this Lease forMe Base Rent to be adlusldd. 1.6 Percentage Rent Rate: percent( %)of Gross Saks. Percontrgo Rent shall be due and payable in a..rd.nca with the provlslons of the Percentage Rent Addcndvm.d any,attached hereto and made a part hereof and Paragraph 4 hereof 1.7 Lessee's Share of Common Amu Oporatinp apenees: E7 " peent(NA 1) ('Less s Share'). rc ec 1.1i Momhants' Association Annual Duos: $ NA per year ('MemhanE' Ascodation Ouc,'). Lccsce shall pay Merchant'A podatien Duos griller become a member of the Mcmhanls'Association In accordance with the pndnsidm ill ufe Merchant^'Assoduay;Addendum,if any,attached handle. 1.9 Bass Rent and Other Mdnins Paid Upon execardim; (2) Base Rcnt 84,000.00 forthcpcdod To December 31, 2009 (b) Common Area Operating Expenses: 5 NA for the period (e) Security DepaeiU 5B,OO 0.00 (•Saudty Deposit'), (Sec also Paragraph 1)�'��� (d) Miamhanfo'Assoclatlon Dues: SNA — for the period (e) Other. SNA far (1) Total Due upon Exacutlon of this Lease: 58,O00.00 1.10 Agmcd Use; Restaurant _ f-Y (See also Paragraph 6) 1 11 Agrocd Trod. AFL i S Namo: TR[O 1) (See alr0 Paragraph B) 1.12 Insuring Party. Lessor is M.'Insunrig Party`. (See also Paragraph 2) 1.13 Real Bsmte Broken: (See also Paragraph 15) (a) Rept—sucatimo The fatlowng real estate bmkcro(the-Brokce)and brokerage relabonships exist in this transaction (check appticoblc boxiii represents Lessor exdmwply('Lassoes Broker') mprconts Lessee exclusively('Lessee's Broker'),or represents both Lessor and Lessee('Pual Agency'). (m Payment to Brokers; Upon execution and tlMivcrir of Ihu Lease by both Parties,Lessor shall pay to me Brokers Me tux crago fee agreed In in a acparate written agreement(or if thane is no such agreement,the sum of or %of the Ielal Bi Rant)for the brokerage saviccs mndcmd by the Brokers. 1.14 Guarantor. The obligations of the Lessee under Otis Lcao are to be guaranteed by Mark Van Leaned ("Guarandor'). (See also Paragreph37) 1.15 AtGmhmonts. Attached herald are the following,all of which censulole a pan of this Lease; Oft addendum cainci of Paragraphs (1) through (7) a site plan matted Exhibit .depicting the Premises; ❑ a sae plan marked Exhibit ,depicting the Shopping Center; a current set of Rul,j and Regulations for me Shopping Cerncr, a current set of the Sign Ontario for the Shopping Center, It a work felt&, PAGE 1 OF 45 II I INITIALS 02003•AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMiN•23ry6E ❑ other(specify) 2 Premises. 21 Letting. Lessor hereby Ic,-cs to Lessee and Lessee heresy losses from Lessor the Premise, for the term,at the rental and upon all of the terms mvemnts and conditmns set forth in this Lease Unless olhenw sc provided herein any statement of of act forth in this Lease Or that may have been used In calcylpkng Rent Is an approximation which the Pares agree I:Sea•:pn,ap and any payments based thereon 9fe not subject to revision winner or not the actual size is more or lc:, NOTE:Lessee is advised to verify the actual size prior to executing this Lease 2.2 Condition. Lessor shall deliver the Pfemues in Lessee broom clean and free of debris on the Commencement Gate or(he Early Possession Date whmhsv.r first occur('Start Gate) and so long as the required service contracts described In Paragraph 7.1(h)below arc obtained by Lessee and in affect within 30 day;following the Start bale warrant, that the existing bectncal plumbing,fro sprinkler lighting meeting,vemlUlhng and arc conditioning systems('HVAC'),loading door If any are all other such elements in the Promises other than those constructed by Lvvocc shall be In good dperating condition on said date and that the still rail elem ants of the roof bearing walls and foundation of the Premises shall be free of material detente no that the Premises de not contain hazardous levels of any mold or fungi defined as toxic under applicable stale or federal law.If a noncompllance with such warranty exists as of tire Surd Data,or If one of such system or elements should malfunction of all within the appropnad warranty poled Lessor shall as Lessors aplc obligation with respect In such matter,except as mmem ae provided in this Lease promptly after receipt of written notice from Lessee setting forth with spccifchly the nature and extent of such noncompllance mslfunghen or Failure,rectify same at Lessor's expense The warranty pandas shall be es follows 1)5 months as to Me HVAC sysicros and(II)30 days as to Ine remaining ryslcros and other elements of(tic Premises If Lessee deep not give Lessor the requecd notice within the appropriate warranty period correction of any such noncompllance malfunction Or failure shall he(tic obligation of Lessee et Les,'ccz sole cost and expense(except For the reports to the fire sprinkler ^.yslcros roof foundalieni and/or bearing wall) 22 Compliance. Lessor warril that to the best of Its knowledge the improvements on the Premess and the Common Areas comply with the budding codes that were in effect at the time that each-uch Improvement,or portion thereof,was constructed and also with all npplidablc laws, covenants or reslnd on:of record,regulations end ordinances In effect on the Start Data I" Applicable Requirements ). Said warranty does not apply to the use to which Lessee will put the Promises,modifications which may be required by the Amencns with Dhsabllitles Act or any similar laws as a result of Lessees use(see Paragraph 50) or to any Alterations or Utility Installations(as defined In Paragraph 73(5))made or to be made by Lessee. NOTE.Lessee is responsible for determining whether or not the Applicable Requirements and especially the zoning,are appropriate for Lessee s intended use,and acknowledges that past uses of the Promises may no longer be allowed. IF Ihp Premises do not comply with said womanly,Lessor shall except as othemise provided promptly after receipt of written notice from Lessee setting forth with specificity the nature and extent of such non-compllance reclhfy the some at Lessors expense IF I.msca does not give Lessor written notice of a noncompliance with this warranty within 5 months following the Start Data correction of that non-compliance shall be the obligation of Lessee at Lcsscd's sole cost end expense If the Applicable Requirements are hereafter changed so as to require durng the tonn of this Lease the conslmctien of on addition to or an alteration of the Premises and/or Budding the remediaben of any Hazardous Substance or the reinforcement or diner pnysmal modification of the Premises and/or Budding I-Capital Expenditure') Lessor and Lessee shell allocate the cost of such work as follows. (a) Subject to Paragraph 2 3(c)below If such Capital Expenditures are required r, a result of the specific end unique use of the Premises by Lessee as compared will uses by aroma In general,Lessee,hnll by fully responsible for the cosi(hereof provided,however that If such Capital Etpenddues is required during the lal 2 years of this Lease and the Cost thereof exceeds 6 months Base Rent Lcssce may instead terminal.(his Lease unless Lessor notifies Lessee,In wdbng within 10 days after fall of Leswoa termination notice that Lessor has elected to pay the difference between the actual cost thereof and the amount equal to 6 months Base Ran[ If Le:lee diodes lcrrmnalidn Lessee shall immediately coasts the use of the Promises which requires Such Capital Expenditure and deliver to Lessor written notice spe[i Fyng a termination date at least 90 days thereafter. Such lermhnction date shall,however in no even(be earlier Ivan the L st day that Lessee could legally utilize Ihp Promises without commencing such Capital ExpendlWre (b) If such Capital Fxpendqurc Is not the result of the ,pc rfic and unique use of the Promises by Lessee (such as governmentally mandated seismic modifications) then Lessor+hall pay for such Capital aponditura and Lessee small only be obligated lC pay each month during the remainder of the teem of into Lease on the date that on which the Base Ran[is due an amount equal to 144M of tine portion of such cools reasonably attributable to the Premises. Lessee shall pay Interest on Ine halanc,but may prepay Its obligation at any lima.IF however,such Capitol Expenditure Is recurred durng the last 2 year of this Lcasc or if Lessor reasonably dutom mes that It Is not economically feasibic to pay Its share thereof Lessor shall have tile option to terminate this Lease upon SO days prior written roles to Lcssce unless Lessee notifies Lesser in writing within 10 days are,receipt of Lessors lermmri notice that Lessee will pay far such Capital Expenditure IF Lessor does not elect to terminate and fail^to lender Its share of any such Capital Expenditure Lt;.=may advance such funds and deduct same,with Interest from Renl unlit Lessor's share of such costs have been Fully paid. If Lessee Is unable to francs Lessor snare or d the detained of the Rent due and payable for the remainder of this Lea^o hs not sufficient to fully rchmburse Lessee on an agent basis,Lessee shell have the right to terminate this Lease upon 30 days written notice to Lessor (c) Notwithstanding the above the provisions concerning Capital Expenditures are intended to apply only to non-voluntary unexpected,and new Applicable Requirements If the Capital Expenditures are Instead triggered by Lessee as a result of an actual or proposed change In use change In Intensity of use or modification to the Premwps then,and In that event Lesson shall clther:(I)Immediately cease such changed use or Intensity of use and/air take such Other steps as may be necessary to eliminate the requirement for sudh Capital Expenditure,or III) complete such Capllal ExpendNno at its own expense Les ec shall not have any right to Will this Lease. 2.4 Ask...ddgoments. Lessee acknowledges that (a)It has been advised by Lessor all Brokers to satisfy itself with respect to the condition of the Premises (including but not limited to the cicclncal HVAC and fire,pnnklor systems security envhm heart Al aspects, and compliance with Applicable Reguieem.n4 and the Americans wlh Disabilities Act) and their sullabibty for Lessee's Intended use,(b)Lessee ha,-made such Investigation as tit deems necessary with refemnce to such matter and assumes all responsibility therefor as(he same relate to Its occupancy of the Promises and(c)neither Lessor Lessor's agents nor Brokers have made any oral or written representations or wsfrorihes with respect to said matter other than as set Fenh in this Lease In addition Lursor acknowledges that (I)Brokers have made no represenlabons promises or warranties concerning Lcsscca ability to honor the Lease Or suitability to occupy the Promises,and(II)it Is Lectors salt responsibility to Investigate the 5n....I capability and/ee ruitabdny of all proposed tenant, 2.5 Lessee as Prior OwnenOccnpant. The worrsnbef made by Lessor In Paragraph 2 shall be of no force or effect If hmmedutely prior to the Stan Dale Lessee was the owner or a toupant of the Premises In;uch event Lessee shall be respe snot,for any necessary corrective week 26 Vehicle Parking, Lessee shell nail us.and shall not permit ht&employees to use any perking space,in the Shopping Canter except for padding by vehiclor(hat are no larger!hail full shzo passenger automobiles or pick-up trucks herein called' permitted Size Vchlclds.' Lessee shall permit its employees to only occupy(hose perking spaces if any as depicted as email parking spaces on the Shopping Center site plan Lessor may regula(c the loading and unloading or vehicles by adopting Rule' and Regulations es provided in Paragraph 2 9 No vehicles other than Per-,hod Size Vehicles miy be parked In me Common Arc,without the prior written pcnnioshon of Lessor. In scallion. (a) Lessee sh,Il not permit or allow any vohhdecs that belong to or arc controlled by Lessee or Lessees employers suppliers,shippers contractor or invitees to be loaded unloaded or parked In areas other than those designated by Lessor for such activities (b) Lessee shall not service or store any vehicles In the Common Arws (c) It Lessee permds or allows any of Ire prohibited activities described in(his Paragraph 2 6 then Lessor shall have the nghq without notice in addition to such other eight-,and remedies that it may have to remove of LAW away the vehicle involved and cnarge the cost to Leaded which cost shall he hmmodialety payable upon demand by Lessor 27 Common Area;•Definition. The terra Common Areas'Is Carried as all areas and facilities outside me Premises and within the exterior boundary hnc of the Shopping Center and hntdhor ul lty raceways next installations within the Promises that are provided and designated by the Lessor from time to time for the general noreexcli,wo use of Lessor,Levee and Other tenants of the Shopping Cantor and their respective employees suppheo shipper customers,contractor and Invitees, including parking dress,loading and unloading areas,trash Areas, midways,walkways driveways and landscaped areas 25 Common Areas.Lessee's Rights. Lessor grails to Lessee for the berm or Loi and its employees suppliers ahipper, contractors customers and invitees during the term of this Lease,the non-exciushvo right to use In common with others entitled to such use the Common Areas es they exhcl from time to time subject to any name toward and pnvhlteas reserved by Lessor under the tors hereof or under the terms of any rule and regulations or rusVi cis governing the use of the Shopping Center under no circumstances shall the right harem granted to use the Common Arepo be deemed to Include the right to store any properly temporarily or permanently in the Common Areas,nor the right to display merchandise or conduct Lftl�in(he Common Areas Any such storage display or soles-.hall be permitted only by the once wndcn consent of Lessor or Lesser'• dw[ nated agent,as exernscd In Lessors sole discretion which consent may be revoked at any time In ire event that any unauthonzed Marna e r ayr shall occur then Lessor sh,11 have the fight without ri In addition to such other HEM*and remedies that It may have,to remove ., rr PAGE 2OF 15 1 1 L INITIALS C2003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-&3I00E the properly and charge the cost to Lessee which cost Shall do Immediately payable upon demand by Lesser 2,9 Common Areas-Rules and Regulations. Lessor or such other persan(s)as Lai may appoint shall have the exclusive control and management of the Common Areas and shall have tie night from time to time to establish inoddy,amend and enforce reasonable mlcs and regulations(Ruler.and Regulations')for the management -arely care and cleanliness of the grounds the pbrking and unkeading of vendor and the PrpeervadOn Of good order as well so far rho convenience of other ottup3mid or Irnonte of the Building and the Shopping Center and their mvilac- Le,woc agrees to abide by and conform to all such Ruler and Regulations and shall we its best efforts to cause Its employees,suppliers shippers customers contractors and Invitees to so abide and conform Lessor shall not be responsible to Lessee far the noncompliance with said Rules and Regulations by other lanpm(r of the Project 210 Common Areas-Changes Lessor shall haw;the right in Lessors sole discretion train Ions to gmc (a) To m did changes or addltlons to the Common Ares, including without Ilmltsdon changes In the kocallon Sae shape and number of driveways entrances parking porous, poddng areas loading and unloading areas Ingress,ogress,direction of traffic,elevations landscaped areas sr9Md9c walkways and utility raceways, (b) To use and close temporarily any of the Common Areas for the purpose of mSknWining repmmmg coo vitomrg the Shopping Center so(Ong 3a n?L$oneblu copper to the Premises remains 3v31I9bla and to close temporarily any of the Common Areas to whatever extent IS required In the opinion of Lessor counsel to prevent o dedication of or the accrual of any rights of any peons or of the public to any of the Common Areas (c) To dr,wgneac other land outside the boundaries of the Shopping Center to be a part of he Common Areas of It be entitled to use the Common Areas on a reppmucl basis (it) To add additional buikdmgr rind Improvements to the Common Areas and (a) To do and perform such other acts and make-uch other changes In to or with respect to the Common Arise and Shopping Center as Lessor may in(he express of sound buseiessjudgment deem to be appropriate 2.11 Common Areas•Promotional Evil Sidewalk Sales. Lessor reserves the right,from time to time in Lessors role discretion to udical particle of the Common Areas far promotional events which may Include but^hull not bo limited t0 entertainment Lessor further reserves the right,In Lesson pale radiation to permit any one at Marc(plants of the Shopping Center to conduct the dirpkay and/or sale of merchandise from the sidewalks lmmediakely adjacent to such tenants respective premises 212 Common Areas-Remodeling. At any time during the Term Lessor may remodel or expand, in any manner the existing Shopping Denier which work may Include without hmdatmn, the addition of shops and/or new buddelgr (a the Shopping Center(collectively Remodeled Center") If Lessor deems It necessary For panstmccon personnel to enter the Premises In order to construct the Remodeled Canter Lessor shall give Lessee no la-than 00 days pdornotice and Lessee shall allow ,all entry Lessor shall use reasonable efforts to Cemplelc amywwk affecting the Promises In an eiflClent manner ro as not to Interfere unreasonably with Lessee-purifiers Lessee shall not be entitled to any damages for any mconvcnicr ea or any dlsruptkon to Lessee a hu;mcrr caused by such work provided however the Burp Rent pald by Lessee for me period of the Inconvenience Shall be abated In proportion to the degree that Laiir use of the Premises Is Impelled. Lessor phull have the nght to use portions of the Promises to accommodate any etmRurc,required for the Remodeled Center provided that if as a result thereof there Is 3 permanent deeresre in the floor crop of the Premises of 3%or mere (ham shall be a proportionate downward adjuslmom(af Base Rent and Lessee's Share. S. Term, 31 Term. The Commencement Data Expiration Date and Original Term of this Lore arc as specified in Paragraph 1 3. 32 Early Possession. If•m Early Possession Dale has been specified in Ppmgmph 14 the Parties Intend that Lessee shall have access to the Promisor as of the Early Possession Date for pyrparcr of peparinr and fkxlurkzing the Premises For the conduct of Lessees business If Lessee totally or partially occupies the Prcmlrce pnor to the Commencement Dale for any reason(antl for purposes hereof 'occupancy'shall include mlhevt limitation,Lessee's entry onto the Promises for purposes of preparing and Lxturong the Promises for buslnaas) the obligation to pay Base Rent and Percentage Rant shall be abated for the period of rvch early possession All other terms of this Lai(including but not limited to Lessee's obligations to carry Insurance and to maintain the Premises)shall pair effect during such period except that Lessees obligation to pay Lespcc s Share of Common Area Operating Expenses,R,I Property Taxes and Insurance premiums shall only be In effect prior to the Commencement Date If Lessee has opened for business In the Premises prior(o the Commencement Date. Any such early papror iom shall not affect the Expiration Data. 33 Delay In Possession. Lci agrees to use Its best commercnlly moronable effort-to deliver possession of the Premises to Lessee by the Stan Data If,despite said efforts Larrmr it unable to deliver posaesser as agreed Leaner shalt not be subject to any liability therefor nor shall such(allure street the validity of this Lease or change the Expiraton Data Lessee shall not however be obligated to p Ay Rent or perform its ether obligations until Lessor delivers po a miuon of the Premises and any period of rent abatement that Lessee would otherwise have enjoyed Shall run From the data of the deilvery of possession and continue far a period equal to whet Lessee would otherwise have enjoyed,but minus any days of delay caused by the actr or omissions of Lessee.If possession c rat dcl,mrad within 60 days after the Commencement Data,L05500 may,at It-option by neLcc in writing within 10 days after the end of such 60 day period,cancel this Lease in which event the Parties shall be discharged from all obligations hereunder IF,uch written notice Is not received by Laprar within said 10 day period,Lessees night to prncct shall terminate. Except as otherwise provided,It possession f-cool tendered to Lessee by the Commencement Oates and Lessee does not terminate this LePSp am oforemaid,any period of rem(abatement that Lessee would otherwise have enjoyed shall run from the data of deirvcry of possession end continue for a period equal to what Lessee would otherwise have enjoyed under the terms hereof,but minus any days of delay caused by the acts or omissions of Lessee If possession of the Premiae4 Is not delivered within 4 months after the Commencement Date,this Lease shall terminate uniuse dill ngrcomems are reached between Lessor and Lessee,in writing. 34 Lessee Compliance. Lessor shall not be required to lender possession of the Premises to Lessee until Lessee complies with its obligation to provide evidence of Insurance (Paragraph 85) Pending delivery of such evidence Lessee shall be required to perform all of Its obligations under this Layme from and after the Stan Date including the payment of Rent notwithstanding Lesser,v1pubtam to withheld possession pending receipt of such evidence of impurancq Further If Lessee is required to Florid"any other conditions prior to or concurrent with the$led Dales the Stad Date shall occur but Lessor may elect to withhold possession unlll such condition,ors rrtmfed 4 Rents. 4.1 Rent Defined. Al monetary obllgallon, of Lessee(o Lessor under the terms of thi-Lease(clmel for the Security Deposit)ere deemed to be roll("Ro i 4.2 Common Area Operating Expempcs. Lessee shall pay to Lessor during the tcmr,haircut,In addition to the Base Rent and if applicable,Percen(sgp Rent,Lessee's Share(as specified in Paragraph 1 7)of all Common Area Opemlmg Expanses,or hereinafter defned,during each calendar year of the term OF(him Lcarp,In accordance with the snowing provisions (a) "Common Area Operating Expenses' are defined for purpo,cr of this Lease as all costs Incurred by Lessor relating to the ownership and aparabmn of the Shopping Center Including but not limited to,the following. (0 The operation repair and maintenance In neat clean, good order and conddlon, and replacement as reasonably necessary of the following (as) The Common Areas and Common Ares Improvpmpmts Including parking areas loading and unloading areas bosh areas,roadways,parkways,walkways dnvewryp landscaped areas parking lot striping bumpere irrigation systems,Common Arc lighting facilities,fences and gams alavrtors,roofs and mot drainage sy�iams. (bb) Ealemar signs and any tenant directorles (co) Any fire detection antl/er!milder systems led) Common Electrical plumbing and other v,firs servicing any building In the Shopping Center and/or the Common Areas (e) The cost of water,gas,electricity and tolophone to service the Common Areas and any utilities not separately metered. pip The cost of trash dippo,at, post control services properly rime cmcnl(including but not be limited to a property management fee to Lasser equal to 5%of Base Rent and Percantage Rent,security services and the tests of any arwmnmentat inspections. (Iv) Reserve pill arldo for equipment,maintenance repair and replacement of Common Areas (v) Real Pmpedy Taxes(as defined In Paragraph 10) (d) The cost of the premiums for the Insurance maintained by Lesser pu eearl to Paragraph 8 (cap Any deductible portion of an insured lase concerning the Building or the Common Areas (Vill) Audik eO,accountants'and attorneys•fees and oort,related to the operation of the Shopping Cenlcr. (Ix) The Cost of any capital Improvement to the Building or the Shopping Canter not covered under the previsions of Paragraph 2.3 provided howcvcr,that Lessor shall allocate the coal of any such c ddltel Improvement over a 12 year pcnad and Lessee shall not be required to pay more than Lessees Share of 11144th of the cost of such capital impmvcmcnt in any given month The cost OF any other services to be provided by Lessor that are stated elsewhere In this Leese to be a � PAGE 2 OF 15 INITIALS g2003•AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTW24106E m<quitaue,Lessor may prpralc sun Item on the basis OI urogc or other equitable considermlons Any Common Area OpenUng Expcnsun and Real Property Taxes that are specifically distributable to me Premises the Building or to any other promises or bulls ing in the Shopping Center or to the operation repair and maintenance thereof shall be sllocaled entirely to such premises or bmldmg. Hp-CwCn,any Common Area Operating ape.. and Real Property Taxes that are not specifically attributable to any premises or building of to the operation repair and maintenance meteor shall be equilsbly allecjled by Lessor to all buildings in the Shopping Center. (c) The Inclusion of me Improvements,facilities and sennum sat forth In Subparagraph 4.2(a)Iihall not be deemed to Impose an Obligation upon Lessor IQ vlhcr have said Improvement-or facilities or to provide those unmade unless the Shopping Center already has the same, Lessor already provides the service or Lessor has agreed elsewhere in ING Lease m provide the same or some of them. (d) Lessee's Shan of Common Area Operating Expcnscs Is payable monthly on the same day as me Base Rent IS due hereunder, The amount of sun payments shall be based on Lessor's oslimate of me annual Common Area Operating Expense;. Within 60 days after written request(but not more Nan once each year)Lessor shall deliver IQ Lessee a reasonably dolailed slalcmont showing Lessee's Share of the actual Common Area Operating Expenses incurred during the preceding year. IF Lessees payments during such year exceed Lessees Snare,Lessor Shall credit the amount of such over-payment agnn;t Lessees future payments IF Lessee's payments during such year were less than Lessee's Share,Lesae shall pay to Leefor the amount of the definepcy within 10 days after delivery by Lessor to Lessee of the statement, (e) If[here am one or more Major Tenants(as herenafler defined)witivri the Shopping Center,then at Lesser s spies option, the amount[o be reimbursed by such Major Tenants to Lessor for all Or a portion of the Common Arco Operating Expenses may be determined by allunative equitable methods(c g,a Major Tenant may pay directly for Its own senrnty),and the actual amount paid by such Major Tenants shall be credited against the Common Area Oporating Expenses allocalcd to other tenants of the Shopping Center,provided,however,that in such event the rentable area of the buildings lea"ed to such Major rename shall be excluded from the rentable area of the Shopping Center for purposes of dctcm ring Lessee;Stkin of Common Area Opcmting Expenses For mnse spec Items,nolwithstsnarng the percentage set forth In Paragraph 1.7. As used herem Me turn"Major Tenant'shall mean a tenant leasing at[east 15.000 square feet of rentable Area within the Shopping Center. (n Common Area Operating Expenses shall not include any expenses paid by any tenant dimusy to third parties or as to wnlclr Lesser is otherwise relmbum0d by any third parry,omen tenant.or insurance proceed- 4.3 Payment Losses shall cause payment of Rent tI be received by Lctzor in lawful money OF the United States without offset or deduction(except as spen6caliy permitted In this Lease),on or before the day on which It is due.All mericlary amounts shall be Founded[I the lie or" -hots ddlar. In the evgnl that any Invoice prepared by Lessor Is Inaccurate such inaccuracy shall not constitute a waiver and Lessee shall be obligated lI pay me amount sot forth in this Leas. Rent for any period dung the term hereof which is For less than one full calendar month shall be peat d based upon me actual number of days of said morilh. Payment of Rent shall be made to Lesser at Is address Matdd hcrem or to such other pereans or pmpd as Lessor may from time to time designate in writing, Acceptance If a payment which is less Nan the amount then due shall not be a waiver of Lessor's lights to the balarIOe OF such Rent,regardless of Lessors endorsement or any shook so staling. In me event tile(any check.draft or other Instrument OF payment given by LLti.cc to Lessor Is disnonored for any mason,Lessee agree.IQ pay to Lessor the sum of US in addition to any Lau, Charge and Lessor at its option may require all future Rent be paid by cashiers check Payments will be applied First to accrued late charges and attorneys fees second to accrued Interest then to III Rent and Common Area Oporebng Expenses and any remaining amount to any other outstanding names or caste. 5 Security Deposit. Lessce shall deposit with Lessor upon exewbon hesecE the Sccunly Deposit as security far Ld.*W5 faithful performance of 4s;obligations under Mrs Lease. IF Lessee falls to pay Rent,or ONuwice Defaults under this Leoso Lessor may use,apply or retain all or any parts, of said Secunly Depoit for the payment of any amount due already due Lessor for Rants which will be due in the future and/or to reimburse or egmperoso[e Lessor for any liability,expense,loss of damage whiµ Lessor may suffer or incur by mason thereof. If Lessor uses Oe applies all or any Pardon of the Security Deposit,Lessee shall within 10 days alter written fie l therefor deposit menlec with Lessor sufficient to regions said Security Deposit to the full amount mqulred by this Lease,IF Mu Base Rent Increases during the term of this Lease Lerdd:hall,upon written request from Lesser,deposit additional memos with Lessor so that the total amount of Vie Security Dcposit shell at all limes bear the same proportion to the Increased Base Runt as the Initial Security Dnoslt bore to the initial Bose Rent Should the Agreed Use be amended to accommodate a material change In me business of Lessee or to aecamm ci tc a sublessee or assigns, Loss-or shall have Me right to invcasc the Security Deposit to Me exten!ngcesrary,In LessoM m:rspnabg Judgment,to accounp for any increased a or and tear that the Premises may suffer as a hi thereof if a change in eonlml of Lessee occurs during this Lease and Follpwmg Ruth change the financial condition of Lcoc is,in Lessors reasonable judgment, signi6unnlly reduced, Lessce shall deposit such additional mantes with Lesser as shall be sufficient m ususe me Scwriry Dcposlt to be at a commercially reasonable level based on auµ change In financial cpndnlon. Lessor shall not be rcpwrod to keep the Security Deposit separate From Its general amount.Within 90 days after Me expimbun or ter matron of this Lease.Lessor shall return that poripri of the Security Deposit not used at applied by Lessor.No pan of the Security Deposit strall he cpre'idarod to be neid in trust to bear Interest or to be prepayment for any mGnln to be paid by Lessee now this Lease. 0, Use, 61 Us.. (a) Agreed Use;Agreed Tradc Name. Lessee shall use and occupy the Premrc only for the Agreed Use,and for na other purpose and Lessee shall operate at the Premise;only under the Agreed Trade Name and under no ether fraud name. Lasses shell not use or permit the use of the Premises in a manner that is unlawful,creates domago,waste or a nanancd,or that disturbs occupants of Or cause damage[o neighboring premise or propeNes.Other Nan guide,signal and seeing eyg dogs,Lessee shall not keep or allow in the Premises any pets animals birds,fish,or repides,Lessor shall not unreasonably withhold or delay ito eprscnt to any written request For a modification of me Agreed Use,so long as Me same will not rmpsv Iho structural Integrity of the improvement on the I'Vernis's or Me mechanical or eledrierl systems therein andlor is not significantly more burdensome to the Promises,does,IL not in wnFlict with or Incempalublc with the existing or propoeea uSm(whether or not exclusive)of Idles occupants of the Shopping Center Lessor shall net unmasonabfy withhold or delay its consent to any written request Ion a modiricaGen of the Agreed Trade Name,so long as the-ant is not M conflict with or mrgmpallble with me nature and character of the Shopping Center or other existing or proposed uses If the,occupants of the Shopping Center. If Lessor efeck to withhold consent,Lesser shall-thin y days after sun mquosl give written nolficstlon of same which noun shall include an evplanalrom of Lessors oblecltons to the names in the Agreed Use and/or Agreed Trade Name. (b) Continuous Operation. 4esce shall continuously(i)operate and conduct the Agreed❑so under the Agreed Trade Name within the entire Premises in a reputable manner and in conformity with Industry standards of practice prevailing in me field of busi ness among merchants M engaged in the same or s tar bu$mess in the city In whim the Promises are located (III staff the Premises with sufflclenl sales personnel sleek the Premises mM addquatc morGlandlSE,and exerdsc sound business prjgroc so as 10 maxlmin a Gres$Sales for the benefit of Lessor. At a minimum.Lessee shall keep the Prerin:ea continuously Open for bumost;Monday mrougn Friday from 5:00 a.m.to 6d 0 p.m.,Saturday from 9:00 a m. to 6:00 p m. and Sunday from 10.00 a.m.no 6:00 p m. If Lessee fait-to comply with me requirement;OF this Paragraph 6.1(b),then in addition to any and all other Fights and rerncdics of Lesser.Lessee shall pay to Lessor an amount equal to 1115N If me Saxe Rent for each day or potion thereof that Lessee fails to so comply. Such sum shall be in addition IQ and not a part of the[buo Runt otherwise due under this"so (e) Yolations of Exclusive Use Rights. Lessee ask nowIodide;that Lessor may grant,or may have previously granted, excucin use rights to other lormnts of the Shopping Center and agrees that a material censidcrason W Lessor in entering into this Lease Is Lessees covenant to limit its use of the Premisr=to the Agreed Use ande r the Agreed Trade Name as set forth about. Lessee's violation II exclusive uec rights granted to other lemma,If We Shopping Ccntcr wilt result In Lesser suffcnng irreparable harm and, therefore,in addition to all other Fights and comedic*avallabie to Lessor,Lessor may seek Is enjoin Ususees breach If such covenant and Lessee shall be liable for any damages Inured or sustained by Lessor to san ounce lnanls whose exclusive use fights am breached by Lased. M no client shell Lessor be liable to Lessee for any failure of any other tent•.of the Shopping Cen[dr m opn-ate thar buain�-Rcs or for any loss or damage that may be ocgusiencd by or through Inc acts or en ions of other leneo6 or third Parties. (d) Other Tenancies. Lessor at its•:We discretion reseruc the absolute right to esEbllsh procedufoR to"Find other tenancies In the Shopping Center. Regardless of whether any specific tenants ere she"on any site plan attached hereto.Lessee does net rely an that fact.nor doe:Lessor represent that any spdnpc leant or number or type of tenants shall Or shall nap Junin trio Term occupy any portion of the Shopping Center,nor does Lessee rely on any ether tenant operating its business in the Shopping Center an any particular there or Imes. Fuller,no =nduc(by any tenen4 L.Mornl or other occupant of or any destemer or.or any supplier to or use of any portion of the Shopping Center shall constitute an emdlon,conswctin of otherwise,of Lessee From the Promises,and Lessee hereby waives any and all claims that it might unhcr rue have agamsl Lesser by reason thereof. 62 Ifaxaidpus Substances. (a) Reportable uses Require Consent. The term'Hay nil Substanci as used in this Lease shall mean any product, substance,or waste whose prase...,we,manufacture,disposal transportation,or rdwso,either by itself Or in mmbmalion with other materials i ~ PAGE 4 OF 15 IN INITIALS •V g•AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMi11-2-3/00E statute or common law modify. HazamOus sumtances;hall Include,Out not be limited to,hydrOcamons Petroleum,gasoline and/or crude Od or any products.by-produces'or fractions Margot. Lerco shall not engage in any aetrvity in or on the Pmoo,ta which constitutes a Reportable use or Haa,rdee Subslsnce. without the express prier write. consent of Lessor and timely compliance (al Leacen exPerce) with all Applicable Requirements -Reportable Use^shall mean ill the Installation or use of or,about or below ground storage tank,In)the generation,pgssession, sldragc.we,transpedbhon,or disposal of a Hazardous Substance that requires a pemril from or with respect to whirr,a report,nonce registration or busmP**plan is required to be filed with,any governmenlal authonly,andor(rid)the presence in the Premises etc Hazardous Substance with respect to which any Appl,ceble Requirements requires that a notice be given to persons entering or occupying Me Premise or neighboring property. Notwithstanding the foregoing,Lessee may use any ordinary and.,Lomary materials reasonably required to be used in me normal mourn of the Agreed Use ordinary Pmico supplies(copler loner,liquid paper,glue,etc.)and common household cleaning matcdol*,so long as such use is in compliance with all Applicable is not a Reportable Use and does not expose the Promises or neighboring property Io any meaningful risk of contamination or damage or expose Lessor It any liability therefor. In addition Lessor may condition its consent m any Reportable use upon receiving such additional✓a uranc,s as Lessor reasonably deems necessary to pmtPx,tki the public,me Premise and/or the environment against damage contamination,Injury and/or liability,including,but not limited to,the Installation(and removal on or before Lease expimbon or termination)of proleclivei modifreakona(swh as concrete enwscmcnts)and/or inuea*Sing the Security Depasil flat Duty to Inform Lessor. If Lessee knows,or has reasonable cause to believe,meta Havrdeus Substance has come to be located In,on under or about the Premise,other than as previously consented to by Lessor.Lessee shall lmnmetalely give wrillon nobw OF such Fact to Lessor,and provide Lessor with a copy of any report,notice,dam,or other eocumenlation which it has conceming the presence of such Hazardous Substance (c) Lessee Romemagan. Lea;cc shall not cause or permit any Hazarilato Subatomic to be spilled or released in,on, under,or about the Premises(Inggdmg through me plumbing or sanitary sewer system)and shall prompuy,at Lessee:expanse,comply with all Applicable Requirements and take all investigatory anclor remedial action reasonably recommended.whether or not formally ordered or mquied.for the cleanup of any contamination of,and for the nmamlcnance,security and/or monitoring of the Premise or neighboring properties mat was..,it or materially contributed Ica by Lessee,or pertaining to Or Involving any Hazardous Substance brought onto the Premises during me term of this Lease by or for I e—u%or any mind party. A Lessmc imdomntlicallon. Leascc shall Indemnify, defend and hold Lessor,Its agent- employees,lenders and ground lessor II any harmless from and 5gafruf any and all Ions of rents and/car damages,Ilab,hin,L.dgmmr,claims expenses penalties,and attorneys' and wnsultanta'fees 36,mg out of a Involving any Har„mdous Substance brought onto the Premises by at for Lessee,or any third party(provided, however,that Lessee shall have no liability under this Lease with ref—,pcct to underground migration of any Hacamtus Subblimec under the Pmm;ws from areas ou sale of the Shopping Center not Caused or contributed to by Lessee) Lessee's obligations Shall include,but not be kmlted to Ire effect,- of any contamination or Injury to person,properly or the environment created or suffered by Lessee,and the coat of investigation,removal,remediation, restoration and/or abatement,and shall survive the expimlion or lemllnation of this Lease. No termination.cant011akpn or relic ase agmemwt entered into by Lessor and Lessee shall rekaSa Lessee from Its ObfrgO(Ofts-under this Lease with respect to Hazarded;SUbsLaneec unless specrfically so agreed by Lessof an"told at the time of such agm,m,M (0) Lessor indemnification. Lessorand its$ucoesor and assigns shall indemnify,defend,reimburse and hold Lessee ds employee and lenders harmless from and against any and all environmental damages.Including the cast of namodiaGon,which are suffered as a direct result of Haiardom Substances en the Promises pnor to Lesw taking possession or which arc caused by the gross negligence or willful misconduct of Lessor,its agent-,or employees. Lesser s obligations,as and when mquimd by the Applicable Requirements,shall induce,but not be limited to.the cost of Investigation removal,remedlallon,resLnalirn and/or abatement and shall survive the expiration or termifialJOlf of This Lease. (1) Invesygntlons and Remediotions. Lessor shall retaln the msponslblllly and p9Y 1V tiny investigations or remedlamM measures required by governmental crin ie having jurisdiction with respect to we exio lenw of I•Ic andous Substances on the Premises,prior to Lessee taking possession,unless such remedlation moasem Is occulted as a result of Lessee use(mltluding'Alicia boW,as eafned in paragraph 7.3(a) below)of the Pmmisea,In which event Lessee shall be respoerble for such payment Lessee shall cleoperste fully in any*uch activities of the request of Lessor.Including allowing Lessor and Lessors agcnN In have reasonable access to the PremLse*at reasonable times In Omer 10 carry out Lessors investigative and remedial responsibilities. (g) Lesser Termination Option. If a Hal'9ndou$Substance Condition(see Paragraph Vic))occurs during the teen of this Lease,unleses Lessee Is legally reglice laic therefor(In wnmb case Lessee shall make me invespgallon and remediabon Ihrle.F m lwmd by the Applicable Requirements and this Lease shall continue in full force and effect but subject to Lessor s rights under Paragraph 6.2(d)and Paragraph 13). Lesser may,at Lessors option Pittner(1)Inwsilgale and remcdime such Hazamouo Substance Condition,if required,as soon as reasonably passible at Lessor s expense,in which event this Lon*q*half continue in fall font and Meet,or(i)IF the Rtimaled cost to remedrate,such mndilion=Goods 12 times the then monthly Igac Rent or$100,00D,whichcvcr is greater,give written moue to Lessee within 30 days after mcerpl by Lessor of knowledge of me xopmcnce of such H=mqus Substance Condilien,of Lessors desire to iarminoic this Lease as or the date 60 days following me date Of such notice. In the event Lessor elects W give a termination notice.Lcsco may,Within 10 dot's thrrailar,give written notice Ica Lessor of Lccec's commitment to pay the amount by which the cost OF the remctlwllan of such Fla— -,c Substanca Cand,Sx ...its an amount equal to 12 Umea the then monthly Eve Rent Or$100,000,whk,r.ws-is greater. Lessee shall provide Lessor with said fund*or satisfactory assuranm thereof within 30 days fallowing such cammilmet. In such event,this Lease shall continue in full force and effect,and L ,dr shall proceed to make such fernediabon as soon as reo;pnably possible aver the required funds are availoblc. If Lessee does net give Such notice and provide the required funds or assurance (hereof within the time provided,mis Lease shall terminate as of the dale spcadied In Lessors notice of turmination. 6.3 Lessee's Cnmpifanco with Applicable RequfrPmenl*. Except as offiamloc provided In this Lease Lesec shall,at Lascc'; Sale expense,fully,diligently and In a timely manner.materially comply with all Applicable Requirements,the requirements Of any applicable fire insurance underwriter or mind bureau,and the res+mmandatione of f-espr's engineers and/or consultants which relate in any manner Io such Requirements,without regard to whamcr said Requirements am now in effect or become effective after the Start Data Lessee shall,within 10 days after receipt.or Lessor s written requesL provide Lessor with copies of all permds and Other dommcnts,and Omer mlumauen evideneng LPsecP* compliance with any Applicable Requirements sperlfed by Lessor,and shall immediately upon receipt.notify Lessor In writing(with copies of any dMUMm t$involved)afsnythfealOmcdoraaualcladn,nolice,ulation warning.complaint Or report pertaining to or involvirig the Failure Of Lessee or the Premise:to comply with any Applicable Requiements.tkewese Lessee shall Immediately g,w written notice to Lesser OF.ii)any water damage to the Promises and any su$pcdcd seepage.pooling,dampness or Omer condition conducive to me prometie0 of mold;or Ca)any mustiness or other Oder that might indicate me presence of mold In the Premises. G 4 inspMion;Compliance. Lessor and Lessors'Lender-(a*dcdned in Paragraph 30)and consultant shall nave the right to enter into Premise et any time,in the vise of an emergency and glhcornse at reasonable time after reasonable notice for the purpose of inspecting Ire condition of the Premrsa and for willying compliance by Lessee with this Lease. The cast of coy Such Inspections shall be paid by Lessor unless a violation of Applicable Rcquiremenfs,or a Habedpus Substance Conddion(*co Paragraph 9.1)2 Iron to crest Or be Imminent,Or the inspeolren i$ requested or ordered by a governmental authority. In sur-h cast,Lessee shall upon mgaoat mimburse Lessor for the coat of such inspection,so long as such Inspection is reasonably related Ica the violation or contamination In addition,Lessee*hall provide copies of all eale,Int malcnal*afcty data Meets(MSDS)to Lessor within 10 days of the mcelpl of written request therefor 7. Mainfomanw;Repaim,utility Installations,Trade Facumv and Alterations. 7,1 Lessee's Obligations. (a) In General. Subject In me previsions of Paragraph 2.2(Condition),23(Compliance).6.3(Les w's Compliance with Applicable Requirements),72(Lessor's Obtigatians),9(Damage or psWctlon) and 14(e rImMonai on),Lessee shall,at Lu*cc*auto expanse, keep the Promises,utility Insmllations(Intended for Lewes exclusive coo,no matter where located).and Alterations In good Omer,epndeiOn and repair(whemPr or not We portion of the Promises requirmet repairs,or the means of meaning the same,are reasonably or readily accessible to Lessee and whether or gel the need for such repair occur as a result Of Lu*coa me,any prior use,me demerits or me age of seen portion of thu Premises) including,but not limited to,all equipment or Favii0es,SUM as plumbing HVAC equipment,elegdippl,lighting facilities,boilers,pressure vessels fixture Interior walls interior Surfaces of exterior walk:,PMilmngs floors,window*,doors plate glass,and skylight*but excluding any Items which are the respw*Iblilty,of Lesser punaeml to Paragraph 72. Lc;*cc,in keeping the Premise in good Most,condition and repair,*hall leemsc and perform gone maintenance practices specifically including the pmcummeot and maintenance of the service contracts required by Paragraph 7,1(b) below.Le*scc'a atigaliogs*hall include reslOrst10h•.replacements or renewals when necessary to keep the Premises and all Improvements mempn ore pert thereof in good after.Condition and state of repair, (b) Servigv Contracts. Lessee*hall,at Lessees sole topcoat procure and maintain contracts,with copies to Lesser,In cwlpmary,torn and substance for, and with contractors specializing and experienced I. the maintenance of me folowng equipment and improvemcnms,If any,it and when Installed on me Promise (I)WAC equipment,(it)bailer and Pressure wastes and(ill)deniers.However L=pr 1raslerves he right upon notice to ISauce,to procure and mainbi any or sU of such*crvice Wrinsels,and La:cc shall relmburse Lessor,upon PAGE 5 OF 15 INITIALS C&00 AIROOMMFJiCIAL RFJt4 ESTATE ASSOCUTION FORM RMIN-2.3186E tlemand fnr IhecO,t(hercaF (c) Failure to Perform. If Lessee fads IQ perform Lessee S Obligations under this Paragraph 71,Lessor may enter upon the Premises after 10 days prior Amnon notice to Lessee(except m the case of an gmorgeney In which case no notice all be required) perform such obligations on Lessee s behalf and pu(Ira Promises In good order condition and ,par ,no Lessee shall promptly pay 10 Lessor a sum equal IO 115% of Ihecastlhcrcof - (d) Replac0mem. Sublgc(to Lessee's Indemnificakon of Lessors set forth In Paragraph 6 7 below and without relieving Lessee of liability rawlting tram Lessee's failure to exercise and perform good maintenance practice, if on item described In Paragraph 71(b)cannot be repaired allies than at a cost which Is in excess of 50%of the cost of replacing ouch atom then such Item shall be replaced by Leader,and the lam Iherrdf shall be prorated between the Panics and Lcsgcg;hell only be obligated m pay each month during the remainder of the ten of tills Lease on the Cate on which B,sg Rant Ia due an amount equal to the product of multiplying the cost of such replacement by a fraction,the numerator of which Is one,and the denom lnalor of which is 1441,c 1/1 Sent of the cost per month). Lao,;qo shall pay Interest on the unamorlized balance but may prepay its Oblsgdtion et any time 72 Lessor's Obligations. Subject to the provisions of Paragraph,3 2(Condition),2 3(Compliance) 4.2(Common Area Operating Expenses) 0(Ilse) 71 (Lessees Obligations) 8(D,m,gc or Destruction)and 1d(Condgmri,kori),Lessor,subject to reimbursement pursuant to Paragraph 42 shall keep In good order condition and resale the Found,reps,exterior wells structural condition of interior dc,nng walls,Exterior mof Fire sprinkler system Common Anna fire alarm and/or smoke detection systems fro hydrants parking lots, walkways, parkways dnvcway; Isnd�c,ping,fences signs and utility systems,rc,mg(he Common Areas and all parts(hcrcof,as well as providing the services for which[here Is a Common Area Operating Expense pursuant to Paesgeeph 4 2 I,gsspr shall not be obllgand In plain In,exterior or interior surfaces of exterior walls nor shall Lessor be obligaled to maintain,repair or replace windows dear, or plate glass of the Premise& Lessee axproody waives the benefit of any statute now or horaafterin effect to the extent q 4lncorkencnt with the terms 0f ths5 Lii 3 Utility Installations;Trade Fixtures;Alterations. (a) Canadians. The torn"Utlllty Installatons"reform to,II Floor and window coverings,air anise vacuum Imes power panel^ cicchn l distribution security and fire protection syslcros communication cabling lighting fixtures,HVAC equipment plumbing and lending in or on the Premises. The term-Trade Fixtures'sh,Il moan Lessee's machinery and equipment that can be removed without doing material damage to the Promises The term'Alterations shall mean any modlficallon of the Improvements other than Utility Installations or Trade Fixtures whether by add,llcn or deletion. "Lessee Owned Alterations andlor Utility Installations am defined as Alterations and/or Utility Installations made by Lessee that see not yet owned by Lessor pursuant la Paragraph 7 Aid) fb) Consent Le=q-hell not make any Alterations or utility Installations to the Premises without Lessor s prior oaten consent Lessee may however make non-structural utility Inslsil5lians to the Interior of the Premises(excluding the cool)without such consent but upon notice to Lessor as long as(hay am not visible from the outside do net mvoivo puncturing relocating or removing the reef or any existing walls will net affect the electrical plumbing,HVAC and/or life rafcly systems and the cumulaove cost thereof during this Lease as extended does not exceed a sum equal la 3 month s Base Rent In the aggregate or d sum equal to one moll Ease Rent in any one year Notwithstanding the aligning,Lessee shall not make or permit any roof penetrations and/or InsIOII 5nythmg on the mof without the prior written appmval of Lessor Lcssor may ,s,precondition to granting such npprovol,require Lessee to utilize a oentmm.(or chosen and/or approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and which Acquire the consent of the Lester shall ba presented to Lessor In written form with detailed plans Consent shall he deemed conditioned upon Lessees. (I)acquiring,II applicable governmental permits,(si)furnishing Lessor with copies of both the permits and the plans and specifications prior to commencement of the work ,no(ul)compliance with all c0nddrons of said pemn(s Ind other Applicable Requirements In a prompt and expeditious manner Any Alterations or utility In, shall be performed In a workmanlike manner with good and suffinent materials Lassen shall promptly upon campietion furi Lessor with as•bulll plan,and specifications For work which costs an amount in excess of one month',,Earn Ram,Lessor may condition Its consent upon Lessee providing a lien end completion bend in on,mount equal to 150%at the estimated cost Of Such Alleea4on or Utility Installation andior upon Lessees pasting an additional Security Deposit with Lessor (o) Liens;Bends. L=,cu shall pay when due all claims for labor or materials furnished or alleged to have been fi-mv 0d to or for Lessee at or for use on the Premises which claims err or may be secured by any mach ,OF m,tcrl,lman's lien against the Premises or any Interest therein Lessee Stroll give Lessor not less Nan 10 days mmiog pnor to the commencement of any work in On or about the Frei and Lessor shall have the fight to post notices Of non.rn;p...bitity, If Lessee shall canted the vdlldRy,of any such lien claim or demand then Lessee shall,at Its sole expense defend and protect Itself Lessor and the PAvnl against the same and shall pay gad s,bsfy ony such adverse judgment that may be rendered thereon before the enforcement thereof. If Lester shall require Lessee shell furnish a surety bond in an emounl equal to 160%of the amount OF such contacted Ilan claim or demand,Indemnifying Lessor against liabiidy For the same If Lessor elects to Participate in any such action Lessee Shall p ry Lessors attorneys'fees and costs 74 Ownership;Removal;Surrendar;,ad Restoration. (a) Ownership. Subect to Lessor s right to require removal or elect ownership es hereinafter provided .II Allcm(ions and Utility Inttollobons made by Lessee shall be the.pmpcdy of Lessee but considered a pad OF(he Promises Lessor may,at any time elect In weting to be the owner OF sit Or any specified pan of the Lessee Owned Alterations and Utility Inslailsllens Unlcs otherwise instructed per Paragraph 7.4(b) hereof,all Lessee Owned Alleral and Utility Installations shall,at the expiration or tcrml nation of this Lease,become(he prepcny of Lessor and be suaeridcmd by Lessee with the Preausca (b) Removal. By dcl ivory to Lessee of written notice from Lcssor not earlier than 90 and not later than 30 days pnor to the end of the Igrra of this Lease,Lessor may Al(hat any or all Lessee Owned Atlemtions or Utility Installations be removed by the expiration or tormination of[his Lease Lessor may require the removal at only time of all or any part of any Lessen Owned Alterations or Utility Installations made without the required consent. (c) Surrender;Restoration. Lessee rhall surrender the Premises by the Expiration Onto or any earlier termination date, with all of the Improvements parts and surfaces thereof broom clean and Frog of debris and In good operating order condition and slat,of rail ordinary wear and tear excepted -Ordinary wear und del"shall not Include any damage or Coverlaratlo l that would have been prevented by geed maintenance practice. Nelwlthstanding the foregoing if this Lease is for 12 months or less then Loocc shall surrender the Premises In the Same wndNon as delivered It Lesser:on the Start Dale with NO allowance far ordinary wear and leer. Lessee shall repair day damage occasioned by the Installalion,maintenance or removal at Trade Fixtures Lessee Owned Alter Mans,ndlor Utility Installations furnishings and equspmgat on well as the removal OF any storage tank Installed by of for Lessee Lessee shall also compleldy remove from the Premises any and all Hazardous Sah^(gncgr brought onto the Premol by or for Lessee or any third party(rmcgpt Hazardous Substances which were deposited via underground migration from amas outside of the Pneml^eti cvcn If such removal would require Lei to parforrm or pay for wont that exceeds sl,lutory requirements Trade Fix(uee;,hall remaln the property of Lessaa and shall be removed by Lessee.Any pani property of Lessee not removed on or before the Expiatimn Date or any earlier terminal,,date shall be deemed to how been abandoned by Lessee and Andy be disposed of or retained by Lessor as Lessor may Isci The failure by Lessee to tangly vacate the Premises pursuant(o(his Paragraph 74(c)without the exprese wnttari consent of Lessor shall conslltute,holdover under the provisions of Paragraph 26 below. 3. Insurance;Indemnity. 81 Payment of Premium; The cast of the premiums for the msur,nco policies required to be earned by Lessor pumu,nt to Paragraph&8.2(b) 8 3(a)and 8.3(b) shall be a Common Area Operating Expense Premiumr far policy periods commencing pdor to or extending beyond,the term of the Leyc shall be prorated to coincide with the..mc spondmg Stan Dale or Exp ration Dale. 8.2 Liability Insurance. (a) Carried by Lessee. Lessee shall obtain and keep In force a Commercial General Liability policy of Insurance protecting Les,cc and Lessor as an adeihonal insured against claims for bodily Injury personal injury and property damage based upan or arising out of the ownership,use,occupancy or maintenance at the Promises and all areas appur(eril Ironed Such Insurance shell be an an occurrence One,, providing single limit cavengc in an amount not less than S1 000 000 per occurrence with an annual aggregate of not less than S2,000 000.Lessee shall add Lessor as an additional Insured by moans of an endorsement at Coot as broad as the Insurance Service Organization, 'Additional Insured-Managers or Lassoes of Premises'Eadarscal The policy Shell not contain any intra-ensued exclusions as between Insured persons or organizations,but shall Include coverage for liability dsumod under this Lease as an'i...Add contract"for the performance of Lessees Indemnity obligation under NIL Lease The Ilmlis of said Insurance Shall at,however,limit the liability of Lessee nor relieve Lasso of any obligation hereunder. Lessee shill provide an endorsement on gs Imbikly Poticy(las)which provides that its ini shall be primary to and not contributory with any similar Insurance tamed by Lcssor,whose Insurance shall he considered excess Insurance Only, (b) Carried by Lcssor. Lcssor shell maintain Ilablllly Insurance a:deserted In Paragraph 8.2(s) In addition to and net in Ilou of,the Insurance requkgd to be maintained by Lessee. Le"qu-hall not be named as an addihonal msured therein 8.3 Property Insurance-Building Impmvorni and Rental Value. a) 6uliding and Improvements. Lessor shall obtain and keep in loran,policy Cr palsies of Insurance In the name of Lessor,with loss payable to Lcssor,any ground-lessor and to any Lendgr insuring loss or damage to the Premiscs The amount Of such Insurance /slnsl be upil the full Insurable replacement cost of the Premises as the same shall exist from time to time or the amount required by any Lendgr, PAGE 6OF 15 IN L INITIALS �200 -AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN-2-3106E such policy or ponces snail insure against an rude-.or emmm pmysimi loss OF damage(except tine penis Of Flood amyor earthquake unless regmred by a Lender),mGuding coverage for debris removal and me mforoemcm of any Applicnbla Requirements requiring the upgrading demoNion mconsWcion Of replewri of any portion of the Promises as Ire result of a covered loss. Said policy or po ivm shall also contain an agreed wlualion provision in lieu of any coinourange clause waiver of subrogation.and inflation guard protection causing ue mcroase in the annual property insurance coverage amount by a factor of not less than me adjusted Us Department of Labor Consumer Pope Index for NI Urban Consumer for the day nearest to where the Premises are Iocalcd. If such Insurance coverage has a deductible Clause,the deductible amount shall not crcccd$1,000 per occurrence (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name of Lessor wim loss Payable to Lessor slid any Lender Insuring the loss of the full Rent far one year with an extended fiend of mdcnmty for on additional 180 days I' Rental Value Insurance'). Said insurance shall eentsm an agreed valuation patvieion to lieu of any comrsumnca clause and the amount of coverage shell be adjusted annually to reelect the prdiculcif Rent otherwise payable by Lessee,for the next 12 month period (a) Adjacent Premises. Lessee shall pay for any mcrease in the premiums for the pmpeny Inc.....aFtha Budding and for the Common Areas or Omer buildings in the Shopping Center if said increase Is caused by L=cc+act•,omissions,use or occupancy of the Premises. (d) Lessee's Improvements. Since Lessor is the Insurng Pauly Lessor shall not be required to insure Lessee Owned Alterations and Utility Installations unless the item m question has become me property of Lessor under the terns of IH*Lease 8.4 Lcssoo's Properly;Business Interruption Insurance, (a) Property Damage. Lessee shall obtain and maintain insurance coverage on all of Lessees personal properly.Trade Fxturp5 and Lessee Ownnd Atteratlons and utility Installations, Such irsurenca shall be full replacement[oat coverage with a deducible of not to exceed$1 000 per occurrence. The proceeds from any such insurance shall be used by Lessee for the replacement Of personal property.Trade Fixtures and Ltsce Owned Alterations and Utility Installations. LMEM,:hall provide Lessor with wdltcn cvidonce that such insurance t in force. (b) Business Interruption. Lessee shall obtain and maintain less of income and extra expense insurance in amounts as will reimburse Lessee for direct or Mclrecl lace of eammgs attributable to all perils commonly Insured against by prudent lessees In the business of Lessee or attributable m prevention of access to the Premses t a result of sum penes. (c) No Representation of Adequate Coverage. Lesser makes no representation that the limits or forms of coverage of insurance specified harem are adoqualc to cover Lessee's pmperty,business operations or obligations under Ors Lease. 8.5 Insurance Politics. Insurance required hcrdn shall be by empames duly licensed or admitted to lraoraet husmess m the sWtc where me Remises are located,and maintaining during the polity(cm a'General Policyholder Raring"of at least A-,VL as set forth in the meet current issue of'Bcf:Insurance Guide',or sue,other nation as may be required by a Lender. Lessee shall at do a permit to be done anything which invalidates me required ueurance policies. Lessee shall,prior to Ire Start Date deliver to Lessor certified mpin of policies of such insurance or cedufimtes evidencing the notated and amounts of file required issuance. No such policy shall be cancelable or subject 16 modification cxcctn after 30 days pact wrodon notice to Lessor. Lesea shall,at least 10 days poor to the expiration of such pallow.furnish Lessor with evidence of renewal,•or "insurance bindem'evidencing renewal mermF,or Lessor may order such insurance and charge me met thereof to Lessee,which amount shall be payable by Lessee to Lessor upon demand. Such poliaa shall be for a term of at lead one year,or Ire length of the retaining term of this Lease, whichever is less. If either Parry Shall fail to procure and maintain the insurance regmrcd to be carried by iL the other Party may but shall not be required to prdcvm and maintain We some. a.6 waiver of Subrogation. Without affecting any alter name w moledles,Lessee and Lessor each hereby release and relieve Ire ether,and wawa their entire right to recover damages against the caner,for lase of or damage W Its property arising Out of or mcidate to the penis required to to insured against Mersin. The effect of Such releases and waivers Is not limited by the amount of Insurance Earned Or required.Of by any dcducables applicable hereto. The Parties agree to have their respective prdpigty damage Insurance camera waive any right to subaation that such campames may nave against Leeaor or Lessce,as we Ease may be so long as the insurance Is not invalidated thereby. 8.7 Indemnify. Except for Lessors gross negligence or willful moccroudg.lessee shall indemnify,protest defend and held harinices Me Premise; Lessor and its agents.Lessor`*master or ground lu4mr,partners and Lender from and against any and all claims,loss of rent,andlat damages liens,judgment,penalties.atlm oti,and consultant'few,prpcnses and/or IlablLties sit^m9 out of,involving,or in connection with the use and/or occupancy Of tho Pmmises by Lessee. If any ogien or preceeding u brought against Lessor by reason of any of the foregoing matters,Lessee shall upon notice defend me same as Lc sco s expense by coyrt;cl reasonably satisfactory,to Lessor and Lessor shall cooperate with Los,cc In such defense. 1 a1'or need not have fret paid any such claim In order to be dckndod or Indemnified. 8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding ire negligvrec or bream of this Leese by Lessor or Its O9enis,neither Lessor oar its agent shell be liable under any crem-Stances ter(i)inryry or damage to the person or goods,wares,mcrchandlse or other property of Lessee,Lessee a employees.contractors,invitee:: curtsied or any other person in orlbout the Premises,whether sum damage or roury Is caused by or results from fire,steam,el tynab,gas water ar ram,mdeor air quality,me presence Of mold or from the breakage,leakage, Obstruction a Omer defects-OF pipes fire spnnldets,wire,appliances,plumbing,I IVAG or I,Shting fixtures,or from any other cause,whether the said Injury of damage result from mddlbms arising upon the Premises or upon other pomona of the building of whim me Premises am a part.or from other sourocs or places,(H)any damages arising from any act or ncglecl of any Other tenant of Lessor or(ram ire failure of Lc-for or Its agent to enforce the prornt-m a of any Omer lease in the Shopping Center,of(ni)injury to Lessees business or For any loss of income of p0fi[therefrom. Instead a ie intended that Lessee a cold recourse In the event of such damages or injury be to file a calm on me insurance pchry(les)that Lessee Is required to maintain pursuant to me patricians of paragraph S. 89 Failure to Provide insurance. Lr`ssce admmvledges mat any failure,on Its part to obtain or maintain the imiumncc required herein will cxpmo Lessor to risks and potentially cause Lessor to incur cost not mnle oplatcd by this Lease the extent Of which will be todm cry dri to ascertain. Accordingly,for any monlh or pprlion thereof that Lasscc does not mainlain the requlmd insurance and/or don not provide Le oar with the reduced binder or ceroficales evidencing the cxrlence of are restated insurance,the Base Rent shall be automatically increesod,without any requirement for notice le Lessee,by on amount equal to 10%of the then existing ease Rent or$100,whichever is greater. The parties agree that such Increase in Bose Rant represent fair and reasonable compensation for the additional hsV=le that Lessor will Incur by reason Of Lessee's Failure to Maintain the required insurance Such Increase in past Rent shall in no event mettute a waiver of Lessees DEF rt or Bream with respect to me failure to maintain sum Insurance prevent the exernae Of any of the other right and mmedic ginned hereunder,nor teteve Lurca of he oIbligutiQn to maintain the msuranco specified In(lit Lease. 9. Damage or Destruction. 9.1 Definitions. (a) 'Premises Partial Damago'shall mean damage or destruction to the Imprevemen¢on the Promises,other man Lessee Owned Atcations and Utility InafallaYons which can rey onatdy be repaired in 3 months or less from the dale Of the damage or destruction,and me cast thereof don not exceed a sum equal to 6 monM S Base Rem Lessor shall notify Lessee in writing within 30 days from me dale Of the damage or deslri coon as Io whether a not the damage is f ici al or Total.Notwithstanding the foregoing,Premtn Partial Damage shall not include damage to windows doors,and/or other similar items which Lessee has the responsibility to fepnr or repiaw pursuant to me provisions of Paragraph 7.1. (b) 'Prcmtses Total Ditbo am"shall mean damage or destruction W me Improvement-on the Pncmrscs. other than Lessee owned Allegations and Wifity,Installations and Trade Fixtures,which cannot reraonably be repaired in 3 months or less from the date of the damage Or deswetion and/or the cast meteor en;ecde a sum equal 10 6 Month's Base Rent. Le tsermall notify Lessee in wrong within 30 days from In.data Of the damage otdesiructm as W whether or not the managers Padmt or Total (e) 'Insured Loss'shad mean damage of dGltucdon W Improvement on the Promises. other than Lessee Owned Allenowu and Utility Installation-.and Trade Pixlures,whiµ was caused by an event mqulred to be covered by the ineuranm described in Paragraph 83(a) Irrespective of any deductible amount-..or coverage llmn involved (d) 'Replacement Cost'shall mean me cat to repair or rebuild the imprdvemorras awned by Lessor at the time of me occurrence to their condition existing immediately prior mal induding demolition, debris narri and upgrading required by the operrbon of Applicable Requirements,and without deduction for depredation- (c) `Haxnrtlout Substance Condition',hall mean the occurrence 6,dscuvery of a condition Involving the presence of.or n canluminatun by a Ha rdms Substance as defined in Pamgraph 6.2(g),in,an or under the Premises of Common Areas-which requires'reped, remediahon,or mStermcm- 9.2 Parial Damage-Insured Lots. If a Premises Partial Damage mat Is an Insured Loss occurs then Lessor shall,at Lessef'e expense repair sum damage(but not Lessee s Trade Fixture*or Lessee Owned AlcaUons and Utility Insfallmonal as soon as reasonably possible and this Lease shall continue In full Terre and effect;provided.hinvo cr,that Lessee shall,at Lessors election,make me repair of any damage or destruction me total Replacement Cost of which is S10,000 or less,and In such eumL Lessor shill make any applicable Insurance prorReds available to Lessee on a reasonable basir far that purpose. Notwithstanding the foregoing,if the required Insurance was net in f ge,or the Insurance preceeds ][o rig{s t to off=such repair the lnsudng Party shall promptly commute me empgc in proceeds as and when required to complete said / Yyt� PAGE 7OF 15 ir)�Ay' INITIALS (@ 8 3-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMTN,&3106E (q I ne octi mence of any of the following events (I)Me making of any general arrangement or assignment lot Me benefit of Creditor (di)becoming a-debtor'as defined m 11 0-S.0 5 107 Or any successor statute manta(unless in the case of a proton riled against Lessee the same is dismissed whhln 60 days),(nQ the,p,Q,ntmcnt of a bus[ee or receiver to take povesslon of subslanuslly all of 4cssoe's assets located at Me Premlpec or of Lessee s interest In this Leese,where pv:xasslon is not restored to Lessee within 20 days;or(Iv)Me attachment rxeatlon or other judicial Easum of substantially all of LCsscc s assets located at the Premises or OF Levee's mterr-A in[Fir.Lez;c,where such Sainte is not dischor9co within 30 days;prowdod,however,In me event that any pmmsien OF this subparagraph is contrary to any spp6ablc law,such provision shall he of no fume or effect,and not affda the validity Of the remaining prrmsmas. (g) The discovery man any financial statement Of Lessee or Of any Guarantor given to Lessor was materially Islas. M) If the pchf- mace of Lessee. a09atmns under this Lease is guaronrmd; (I)Inc dmth of a Guarantor (It) the learmotion Ole Guarantors Ilabmlly with respect to this Lease other Man in accordance with the terms of such guaranty,(lit)a Guarantor'.becoming Insolvent or the subject of a bankruptcy filing,(Iv)a Guarantors refusal to honor the guaranty Or(v)a Guarantors breach of Its guaranty obligation on an antlape[ory basis,and Levee's failure,Within 60 days following written notice of a ny Such event to peavidc writer alternative assurance or socunty, which,when coupled win the then existing rc;oumes of Lessee,equals or eeceleds the combined financial meouracs of Lessee and the Guarantors mat et,islcy at Me time of erccubon of cols Lease 13.2 Remedies. If Lessee fads to perform any of il^3mrmative duties or Obligations Within 10 days after written notice(or in wsc of an emergency without nonce) Lessor may.at Its option,pc-form such duty or oblim mon on Ladow's behalf,including but not limited to the obtaining Of reasonably required bonds,insunncc pcllaes,Or govemmenWl licenses,perms,cr approval^.Lassa;shall pay to Lesser an amount equal to 115%of the costs and expenses incurred by Lessor in such perforcnanod upon receipt of an invoice dictator.In the event of a Breach Lessor may,With or without further notice or demand,and without limiting Lessor In me esomse of any hghl or remedy which Lessor may have by reason of such Breach: (a) Terminal,Lessee's right to possession of MO Premises by any lawful means,In which=a this Lease shall terminate and Lessee shallimmcdWtely surcendur possessloO to Lesser. In Such event Lessor shall be enbtfed to remverfrem Lessee (i)f d.unpaid Rcntwhlch had been earned 21 the time of termin5tiom(i)the worth at the lime of award of Me amount by which Me unpaid Rent which Would have been earned all termination until the here of award exceeds the amount of such rental loss that Via Loses proves could have Mcn reasonably avoided;(Ili)the worth at the bold of award of the amount by which Me unpaid Rent for Me balance of the term ahcr the One of inserts excPodS the amount of such rental less that the Lessee proves could be reasonably avaldcd;and(Ivj any other amount necessary to compensate Lesser for all tho detriment proximately caused by the Lessee's failure to pcdooq Its obligations under this Lease or which In the ordinary sours,of things would be likely to result therefrom,including but not limited to the cost of recovering pessessron OF the Premises,expenses of rdlcNng.Including necc::ary rcnovallon and 9lteMbon of the Prereisds reasonable 3ROMOT, fees,and that patron Of any leasing commission paid by Lessor In connection with Ihi:Ld,sc applicable m the unrested term of this Lease. Thc worth at Me time of award of the amount mfened to In provision,0iq of the immediately preceding sentence shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of the District within which the Premises are located at the time al award plus one pe,ard, Effort;by Lessor;a mitigate damages cabled by Lessee's Breach of this Lease shall not waive LWsef5 right to madverdsmagas under Paragraph 12 IF termination of this Lease Is obtained through the provisional remedy of unlawful delalner,Lessor shall nave the right IQ recover in such proceeding any unpaid Rom and damages as are recoverable ibemm.or Lessor may reserve ma right to recover all or any pan Mereef in a separate suit If a notice and grace period required under Paragraph 73.1 was nor previously given,a notice to pay rent or quit or to perfx"or quit given to Lessee under the unlawful detainer staled,Shall also diverting the nonce required by Paragraph 131. In such eese,the applicable grace period required by Paragraph 13.1 and the unlawful defame,statute shall run mncuncntly,and me failure of Lcssce to cure the Default within ML greater of Me two such grace periods shell coput, ne both an unlawful detainer and a Breach of this Lease anteing Lai to the remedies pmvide0 for in this Lease antler by said Statute, (b) Continue the Lease and Lassoes fight to polwassron and recover Me Rent as It becomes out In which overt Lessee mil,sublet or assign,subject only fe reasonable limitations. Actc of maintenance efforts to inlet andfor Me appointment of a receiver to protect the Levers interests,shall not constitute a termination of the Lessee's right to pWsesslon. (d) Pursue any other remedy new Or hereafter available under Me laws or judicial decisions of me State whcmm the Prcicri are located. The explreeon Of tcm ILOUdi l of this Lease andbr Me terrain istQ of Lessee's fight to po-revision shall not relieve Lessee from liability under any Indemnity provisions of this Lease as to matters eccumng or accruing during the term hereof or by festoon of Lessee's occupancy of the Premise;. 13.3 Inducement Recapture, Any agreement for free of abated rent or other Chargn,or for the giving or paying by Lccor Ivor for Lessee of any da-.h or other bonµ-. inducement or consideration for Lessees cntcdnr]into this Laosg all of which Coneevlons,rc hcrc�naricr rcictrad to as'Inducement Provisions',shall be deemed conditioned upon Levees full and(similar paeormnnce of all of Me terms cOv,rents and conditions of this Lease. upon Breach of this Lease by Lessee,any Such Inducement provision Shall automatically be deemed deleted from this Less and of no further force or effect and any rent other charge,bonus,Inducement or consrderelmn IhcmWfore abated,given or paid by Lessor under such an Inducement Prvvisior shall be immediately due and payable by Lessee to Lessor.nolwillu anding any subsequent are of Said Breach by Lessee. The acceptance by Laser of rent or Me am of the Breach which initialed the operation of this paragraph shall not be deemed a swar by Lasror of the provisions of Mls paragraph unless specifically so stated In wdting by Lessor at Me time of such acceptance. 13,A Late Charges. Lessee hereby arknowledgoe that Idle payment by Lessee of Rent will Gvcc Lessor m incur ceshs nil Contemplated by this Lease,Me exact amount ofwhichwHI be extremely dr5io,r4lo ascertSm. Sun..,15mclude,but are nil limited to.peesa-*;51n9 and accounting charges,and talc charges which may be Imposed upon Lessor by any lands Accordingly,If any Rent shall not be recewed by Lessor within 5 days after sum amount Shall be due,[hen,without any requionionl for notice to Loccod.Lessee shall immediately pay to Lessor a one-time laic Marge equal to 10%of each such overdue amount or$100,whichever rs greater The panic hacby agree that such tat`charge represents a fair and reasonable aslnaata of the co,-L-Lessor will Incur by reason of such late payment Acceptance of such late charge by Lessor shall in no event o nshlule a waiver of 4excats Default or Breach with respect to Buch overdue amount nor prevent the exercise of any of the other rights and rani granted hereunder, In Me event that a late charge Is payable hereundcr,whether or not mlloccd,for 3 consecutive ingUillmcnis of Base Rent,Men notwithstanding any provision of[hit Lasso to the contrary,Basc Rent shall,of Lessors option headme due and payable quadedy in odvonce. 13.5 Interest. My monetary payment due Lessor hereundcr, Omer Man late charges,not received by Lessor, when due as to scheduled payments(sum as Bsse Rant and Percentage Rant)or within 30 days following Me dale on which it was due for ndmscheduled payment shall bear Interest from the date when due,as to scheduled pay acnls,or Me 31st day after it was due as to non smeduled payments.This ina=1 Clmgrast")charged shall be computed at the rate of 10%per mrium but shall net oxcced the msxlmem rate allowed by law Interest in payable in addition I.the potential late charge provided form Pomgmph 13 n. 13.6 small by Lessor. (a) Notice of Breach. Lessor shall not be deemed in bream of this 4cre unless Lessor fails within a reasonable time to perform an Obligation required m be pcnormed by Lesser. For purposes of Ih4:Paragraph,a ressensble time shall in no event be loss than 30 days alter remlpl by Lessor,and any Lender.1l name and adores.:shall have been fumiSh xl Lessee In wrong for such purpose.of written neha specifying wherein such Ohlig6fton of Lessor has not been perforrned;provdcd,however Mal if the nature of Lessors Obligation is such mat more than 30 days are reasonably required for ns performance than Lessor shall not be in broach 11 performance I;commenced within such 30 day period and thereafter diligently pursued to completion (b) Pertarmonce by Lessee on Behalf of Lessor, In the event that neuter UtoOr nor Lender ounce said breach within 30 days Brier reaclpt of said neticc,or If having cammunccd Said cure May do not diligently pursue It to completion than Lessee may elect to cure said bream at Les.cc a expense and offset from Rent the anval and reasonohlc cast to perform svch curt,provided however that Sum offset shall not exceed an ameunl equal to Me greater of one month s Base Rent or Me Security Deposit reserving Lered's right to reimbursement from Lessor for any such expense In avows of such Omsot Lessee shall document the cost of said arc and supply Said documentation to Lessor. 14. Condemnation, If Me Premises or any portion Memo[are taken under Me power of eminent domain or gold under the threat of Me exefnse Of Said power(Collectively 4Loridemnation),this Lease shall terminate,as to the pad taken a;of the date Me condcari authority takes IIOe or pOssessloq whichever gist O[Gue;, If more than 10%Of the floor area of the Promises or mare than 25%of me parking spuQou situated within the parking area,M MkW by Undemma6an.Lessee may,of Lessee 5 option,to be tacaosed In writing within 10 days after Lesser Shan have given Lessee woeen notice Of such taking(or in Me retested of Sum named,within 10 days after die gpndemning aulhoely shall hovel taken possession)terminate this Lease a of the dale Me condemning authority takes such possession, If Lessee does not terminate MIS Lease in accordance with me foregoing, this Lease shall mmaln m full form and effect as to the portion of the Pmmres remaining,except than the Base Rent shall to reduced in proportion to the reduction in utility ofthe Premise caused by such Cendcernation. Condemnotion awards andlor paymcnl5 shall be Me prepeny of Lessor,whether Such award shall be made as cemponsation for diminution In value of the Icasehold,the value of the part taken,or Else Scvcmno damages,provided. however,that Lessee shall be suited to any compensation paid by Me condemnor for Lessee's mlvealion expenses.less of business goodwill anevor Trade Flxiures,wMiQnn regard to whether or not this Lease Is terminated pursuant to Me provisions of this Paragraph. All Ailcmturfe and utility Jns[yllalrpae,rrdade to the Premises by Lessee for purposes of Condemnation only shall be considered Me property of the Lessee and Leree:hPl be PAGE10OF15 1 INITIALS �'0 3-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RM1fTT424/06E 15. Brokerage Fees, 15.1 Additional Commission. In addigpn to the payments owed pu wont to Pelagraph 1.13 above.and unless Lessor and the Brokers olherwBe agree in writing.Lessor agrees MaL (a)if Lessee excipsos any Option.(b)if Lcssce or anyone affliatcd with Lessee acquires from"-sor any rights to the Premises or other promises owned by Lessor and located within the Pmfed,(c)if Lessee remains in pasesflon of the Premises,with the consent at Lessor,alter the expiration of this Louse.a lot If Base Renl is moreased whether by agreement or opemban of an ccalaboo clause hct[in Ihcn,Lessor shall pay BrOMM a fee in accordance with the schedule of Me Brokers in effect at the lime of the execution OF this Lease. 16.2 Assumption of Obligations. Any buyer or transferee of Lessors Interest in Ibis Leaw shall be deemed to have assumed Lessor's Obligation hereunder. Bmkers shell be third party bcncripancs of the prodsions of Paragraphs 1 1a.15.22 and 31. if Less,r mL to pay to Broken any amounts due m,nd for brokerage fees pertaining to this Lease when due,then such amounts shall aeerue Interest In sodium.if Lessor falls to pay any amounts to Lessee's Broker when due,Lessee's Broker may send written nelice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within 10 days after slid notice.Lessee shall pay said Marius to its Broker and offset such amounts againsE Rmt In sddinen,Lasso* Bmkor shall be deemed m be a third party beneficiary of any commission agreemenl entered into by and/or between Lessor and Ltrors Broker for the limited purpose OF collecting any brokerage fee owed. 153 Representations and bulemnflfes of Broker Relationships- lessee and Lessor each represent and warrant to the other Mato has had no dealings with any person,fin,bmk&or finder(other than the Broken,if any)in connemen with this Loose,and that no one other than said named embers is entitled to any commission or tinders fee in Connection herewith. Lessca and Lessor do each hereby agree to indemnify,pmtecL ddcnd and hold the other harmless from and against liability 1&compensation or charges which may be claimed by any such unnamed broker.5nder or other similar party by reason of any dealings or amens of the indemnifying party including any costs,eipenscs.allameys'fees reasonably incurred with respect thereto 16 Estoppel Cergfrtalts. (a) Each Parry(as'Responding Parry')shall within 10 days sale,written notice from the other Party(the'Requesting Party')execute,selmov ledge and deliver to the Requesting Party a statement in writing m form similar to the then most current' Estoppel Certiffeme" form published by the AIR Commercial Real Estate Association plus such gddihonal Information.confirmation and/or statement as maybe reasonably requested by the Requesting Party. (b) If the Responding Parry shall fall to execute or deliver the Estoppel CLME;i le within such 10 day period,the Requsstng Party may execute an&toppcl Certificate stating MaL(I)the Lose is In full force and effect without modification acetic as may be represrstcd by the Requesting Party,(id,mere are no uncured defaults in the Requesting Pares performance,and el)if Lessor Is the Requesting Parry,not more than one manth•s rent has been paid In sdvance.Prospectwo purchasers and encumbrances may rely upon the Rcpuesfing Partys Ftloppcl Certificate,and the Responding Parry shall be estopped from decrying the truth of the facts contained in said Certificate. (c) If Lessor desires to Finance,refinance,or sell the Premises,or any part theregL Lessee and all Guaranwrs shall deriver to any potential lender or purchaser dcigne(cd by Lssor such financial statements as may be reasonably required by such lender or purchaser,Including but not limited to Lessee's Financial statements for the past 3 years. An tuch financial statements shall be recelved by Lessor and such lender or purchaser in confidence and shalt be used only for me purposes hmcin set ford 17. Onffnition of Lesser. The tonn'Lessur`w used hereto shall mean the owner or owners at the ume In question or the fee bue to the premise.,or if this is a sublease of me Lessee's interest in the poor lease. In me event of a transfer of Lessors title or interest in the Premises or this Lease,Lessor shall deliver to the lransfbree or assignee fin cash or by credit)any unused Secunry Deposit held by Lessor.Upon such bdMfer Or assignment and delivery of the Sicncuy Deposit,as aforesaid,the prier Lessor shall be relieved of all 6ablliry with respect la the obligations anchor venom:under this Lease thereafter to be performed by the Lessor. Subject to the fgmgoing,the obligations and/or covenants in this Lease to be performed by Me,LGnorshall be binding only upon the Lttor as hcrcmabove defined. 18. Severability- The Invalidity of any pmvialon of this Lessc as determined by a court of competent)ur°dlchen shall In no way affect the validity of any other prevision thereof. 19. Days- Unless othcmise specifically Indicated to the cgnimry.the word'days';u used In this Lease shall mean and refer to calendar days. 20, Limitation on Liability. The obligabow of Lessor under this Lease shell net constitute personal obligations of Lessor,or its padre.. member,directors,Officers&shareholders,and Lessw:hall look to the Premises.and to no ether easels of Lessor,fame satisfaction of any liability of Lessor wim respect to this Lease,and shall not seek receurc against Lessoft partner,mcmbors,directors officer,or shareholders.or any of mclr personal assets for such catisgchon 21. Time of Essence. Time is of the essence with respect In the pcfmmance of all ebbgauon.to be performed or Observed by the Padie-under this Lowu 22. No Prior or Other Agreements;Broker of daimcr, This Lease cements all agreements between the Parties with respect to any matter mentionetl heran and no other prior or contemporaneous agmr)nrnt or understanding shall be effective. LoOsor and Lessee each roprCicnls and warrants to the BMecu,mat it has made.and is relying solely upon.its won investigation as to the nature,quality,chancier and financial responsibility of the other Parry to this Lease and as to the use,nature,quality and maradcr of the Premises. Broker have no responsibility with respect thereto or with respect In any delauit or breach hereof by either Party 23. Notices. 23.1 NOU.&Requircmcnts, All notices required is,pempltcd by this Lease or upplicabe law shall be in writing and maybe delivered in poison(by hand or by courier)or may be sent by regular,certified Cr reg'atcmd mall of U.S.Postal Scevics Express Mail with postage prepaid,or by facsimile Inwsmi•„,ion,and shall be deemed sufficiently given if served In a mantles specified in this Paragraph 23, The addresses noted adjacent to a Pares signature on this Lease shall be that Parry's address for delivery or Melling of notices, Ether Party may by written notice to the ones specify a different address fro notice,except dui upon Lcscc s Wong possession of the Premises,me Premises shall constitute Lmscc s address for notice. A cepy or all nobccs to lessor shall be concurrently transmitted to such party of parties at sum addresses m Lessor may from time to time hereafter designate in writing. 232 Date of Notice. Any notice sent by regirterad or certified mad,return receipt requested,shall be deemed given an the date of delivery shown on the receipt card or if no delivery date Is shown the posbnark Hereon If sent by regular mail the notice shall be deemed given 72 hour after the same Is addressed as mgmrod hcmin and mailed with postage prepaid. Notices delivered by United Slatfr,Express Mall or Overnight courier that guarantee next day delivery shall be deemed 9rvrn 24 hours after delwury of the same to the Poewl Son a flown&, Notices transmitted by facsimile umsmitsian or similar means shall be deemed del,cmd upon telephone confirmation of receipt(Confirmation report horn Is.machine is svfficicnt),provided a copy is 11&0 delivered we delivery or mall. If nonce is received on a Saturday,Sunday or legal holiday,It shall be deemed remved on the next business day. 24. Waivgrs- (a) No waivcrby Lcssorof McDefeull orBreadr orany term,covenarl erce-diron hereofby L=5cgshall bedeemed aw•amcr ofany other ton,covenant or condition hereof.or of any Subsequent Default or Breach by Lessee of the same&of any other Icon.covenant or condition hereof. Lessor 0 consent to,or approval of,any act than not be deemed to tender unnecessary We obtaining of L&,s&s consent to.or approval of,any nuescqumt or similar act by Lessee: or be,canstmOd as me basis of an estoppel to enforce me provision or provisions of this Lease requiring such consenl. IN The acceplancoof Rentby Letsert1,211 notbc awalver army Dcfaullor Breamby Lessee. Anypsymenl by Lcvseq maybe xccopied by Lessor on account d moneys or damages due Lessor,norvntheeinding any quabfwng statements Of conditions made by Lessee in connection therextm•whlcn such statements andloe conditions shall be of no force or effect whatsoever velcs specifically tanned to in writing by Lessor at or before Me Line OF depwil of such payment. (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED THERETO AND HERIl WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH STATUTE 6 INCONSISTENT W I THIS LEASE. PAGE 11 OF 15 I n INITIALS 82003-AIR OMMERCIALREALESTATEASSOCIATION FORM RMTNd-3106E wale, u i rYyc J I uycuiy,c bn,M. p it ab w,ni b, n n n m uar uy w o9e'im , e ear.rmn. ee11ar ane eCebCC acknowledge being advised by the Brokers in m e tins union as follows l n (1) Losrors Agent A Lessors agent under a listing agreement with we Lesser a[L as Iho agent for the Lessor only. A Lessors agent or subagent has the following amrmadve Obligations: To the Lessor. A fiduciary duly of utmost care integrity hPil and loyalty in dealings with Me Li--or Tri- hn 1 essrr (a)Diligent flEmaGe of m3smahlc Skills and care In pedoemance of the agent S dunes. (b)A duty of honest and File dealing and good foah, (c)A duty to desdaso ail facts known to the agent materially affecting Me value or dcinhility of the property that are not known Iv,or will the diligent aheram and Observsbm of the Parties. An agent is net obligated to reveal to either Party any confidential Information obtained from the other Party which ems not involve me ami nbiiva duties set farm above. (ii) Lessees Agent An agent can agree to act as spent for the Lessen only. In these situations.the again is not the Lessors agent,even if by agreement the agent may receive compucmim far seances rendered,other In full or in part from Me Lessor. An agent acting Only for a Lessee rays the following aPormstiv¢obligations. In, L Lnn,ee A fiduciary duly of utmost care.integrity,honesty and loyalty in dealings with the League. 7o trio Le»ee and Poe Les;off (a)Diligent exercise of reasonable skills and care to performance OF the agent s duties. (b)A duty of honest and Fair dealing and good faith. IS)A duty to disclose all Facts known m One agent regionally affecting Me value or dehrabrkly of the property that arc not known to,or within Me diligent ahcnlion and o4serwaion of,Me Parties. An agent is not obligated to reveal to either Party any confidential information obtained from the other Party which doe;;not involve Me affir-I duties set faith above. (in) Agent Rrnrr-amino Bon,LLeeser�ndl A real edalC agcnL either acting directly Or through one or more associate bourses,can legally be the agent of both the Lessor and the Lessee in a transaction,but Only with the knowledge and consent OF both the Lessor and We La,ecc In a dual agency muetion,the agent hag the following of nfloth;obllgallons to both the Los air and the Lessee:(a)A fidypary duty of utmost user integrity,honesty and loyalty In Me deaings with either Lesser or the Lessee.(b)Other duff¢s to the Lessor and the Lessee as slated above In subparagraphs(1)or(II).In repruemting both Lessor and Les;ee Me agent may not without the express permission of the respective Party, d,daa m Me Omer Party that the Lessor will accept Font In an amount less than mail In healed in the Filing or that Me Lessee is willing to pay a higher rent man than offered.The Shout duties of me agent in a real estate translation do not mlleve a Lesser or Last from the responsibility to protect their own interests. Lessor and Lessee should carefully reed all SlaemmL W assure mat they adequately express Weir understanding of the transaction. A real estate agent is a person qualified to advise about real estate Iflegal or tax advice is dmrmd,consult a mmpetenl pmf�iunal (b) Brokers haven responsibihrywithrespecl loanydcfoult prbreacn hereefby GthcrParty. TheParues agreethat nplawguil or Omer legal Proceeding Involving any breach of duty,error Or omission Floating to Mrs Lpagc may be brought against 9roker more than me year after the Stan Date and that the liability(including wort costs and allinflI fees),of any Broker with mgpca to any such lawsuit and/or legal proceeding shall not exceed the fee reccivcd by sum Broker pursuant to this Lease;provided however mat the fomgoing limitation on each BeckeM Lability shall not be appliwblo to any gross nuyfigaa or willful misconduct of such Broker. (c) Buyer and Saint agree to Identify to Brokers as'Confidermial'any communication or information given Brokers that is considered by gum Party to bn confidential 20 No Right To Holdover. Lessee has no right W retain poresipn of the Premises or any pan thcrcof beyond me Segnra ion or termiriabpn of this Lease In the event man Lc-cc holds over,then the Buse Rent and Percentage Rent Rate shall be ir-MI to 150%of the Base Kern and Pmeerelage Rent Rate applicable im eadntcly preceding WE explmai n or termination Nothing annalned herein shall be continued as amount by Los-vr to any holding over by Lessee. 27. Cumulative Remedios. NO remedy or eletlien hereunder shall be deemed exclusive but shall wherever possible be cumulative with ell other remedies at law or in equity. 28. Covenant:and Condlllens;Censwctmn of AgreemenL All provisions of this Lease to be obgarvdd or performed by Leree am both avemrttg and conditions. In construing this Lease,all holdings and Liles ac for the convenience of We Parties only and shall not be considered a pan of this Lea-c. whenever required by the context,Me singular shall include the plural and vice versa. This Leasa shall not be envied as IF prepared by one Of the Partin.but rather according to its fair meaning as W whole,as If both Parries had prepared d. 29. Binding Effect;Choice of Law. (his Leti-e Shill be bantling upon the parties,Weir persons l repro-cntgbves,successors and assigns and be governed by the taws of the Slate in which the Pfamraea are located. Any litigation between the Parties herein concerning this LOi men be Initialed In the county In whim the Premises are[ocalod. 30. Subardiflon On:AOommare;Non-Disturbance. 30,1 Subordination, This Lease and any Option granted nerehy shall be subject and subordinate to any ground lease,mortgage,deed of Wed.or other hypothecation fY security device(collectively,'Security Device-) now or hereafter Placed upon the Promises,to any and all advances Prude on the security Mount,and to all renewals.modlficebees,and dedcnsions Warrant. Losece apices that We holder ofany such Securlly Devices (in this Lease together Parceled to as'Lender')shall have no liability or obligation to perform any of the obllgsLens of Low-or Under this Lease Any Lender may elect W have this Lease and/or any Option granted hereby superior to Me[ten clot 5ecunty Device by giving wdllen II thereof to Lessee, whereupon this Lease and such Optians shall be deemed prior to such Security Device, nobwifhrtanding the relative dates of the dowmcnlallon or recordation thereof. all Atmrnment. In Me event that Lessortramfers title to the Premises or the Promises are acquired by another upon the foreclosure or termmapom of a Seeurily Dewsc In whirl[MIS Lease ig subordinated(r)Lessee shall,subject W the non-disurbance provisions of Paragraph 30 3. anon to such new owner,and upon mquesl,anter mW a new lease,containing all of The tens and Proill of this LOasg,with such new owner for the rema indcr of the term home(,or,at Me election of the new owner this Leases will automatically become a new lease between Lessee and such new owner and tip Lessor shall there58cr be relieved of any further obligations hereundcr and such new owner shall ossumc all of Lessors obligations except mat such new owner shall net;(a)be liable for any aC or emission of any prier lager or with respect to evoots occurring prior to acquisition of ownership;(b)be sohject to any offsets or defenses which Lessee might have against any prior lessor (c)be bound by prepayment of mom than one month S rent.or(d)be liable far We return of any security deposit paid to any Prior Its sor whim was not paid or credited to such new owner. 30,2 Non-DLtlurfrance. With respect to Security Dances entered into by Lesser What the derccwon of this Lease Lessee's subordia5fioo of MIS Lease shall be subject to receiving a commemially reasenablc non4lswrbsnce agreement(a' Non-Disturbance Agreement') from the Lender which Non-0isludfarire Agreement provides that Lesson s possession of the Promises,and this Lease,including any options 0 extend We ten hereol,will not be disturbed se[tiny us Lessee Is not in Breach hereof and admn>to the record owner of the Premises Further,within 60 days after the execution of the Lease Lessor shall,IF mounted by Levi use Its ammereal[y reasonable efforts to obtain a Nem.Dislurbancc Agreement From the holder of any pre s lsting Security Device which Is seturr;d by the Premises. In the event that Lessor Is unable to proviso the Non-Dislunance Agreement within send 60 days,(hen Lecsec may at Lessees option directly Omlatd Lander and attempt to negotiate for Me xcwtion and delivery of a Non-Ctsto&nnw Agreement. 30A SWF-Executing. The agreements anlamed in this Paragraph 3o shall be affective wimoul We evicufan of any further docummis provided,however,mat upon written request from Lessor or a Lender in connection with a sale financing or mAnnolng of Me Premises,Lessee and Lasser shall Module Such FynhCr wentings as may an reasonably required to separately document any subordination, adjommenl andlor Non-Dislurbuncio Agreement provided for harem. 31 Aftomcy:'Flies. If any Party or Broker brings an action or proceeding involving the Promises whether founded in ton,wnmoa or equity,or to dedam nghts hereunder,the Prevailing Party(as hereafter defined)in any such proceeding action,or appeal Morgan,shall be erened to mmlonab)c antumeys'Fees Sum fees may be awarded In me some gait Or recovered In a coparow suit,whether or not such action or proceeding Is pursued to deos,on orjudgmenL The term,"Prevalliny Party'shall inGutle W,Mom limitation,a Party or Broker who subsWntlally Dblalns or cereals the relief ought,as the age may be,whether by comPPM iae,settiefli judgment,or the abondonmcnl by the Omer Party or Broker of 16 claim or defense The attorney:fees award shall not be computed in accordance with any court fee Schedule,Put shalt he such as to fully reanbume all atimI fees reasonably incurred In addition,Hies or shall be entitled m anomeys fees cases and expenses Incurred in the prepgnhan and sarvlce On reduces of Default and ansullnums in annechm mertwdh.whether or net a legal action Is subsequently aremcnced In connection with such Default or resulling Breach($200 is a III onable minimum per Occurrence for sum seiv, -and anSullalion) 32. Lego$Access;Showing Premises;Repair. Lessor and Limes agents shell have the eight to enter the Premises at any time,In the case of an emergency,and otherwise at ma.:oriable times after reasonable prior notice For the purpose of showing the game to prospective purchasers. Ian ices or tangent and making such aftenhung,Papules,improvements or aedifime to the Premises as Lesser may deem necessary Or desirable and the erootmg,using and mamtalninn of uhissio,-crwces,pipes and conduits through Me PremiSeE molar Omer premises coo long on there is no material f' PAGE 120E 15 I INlRALS 02003-AFR MMERCIALRFAL ESTATE ASSOCIATION FORM RMiN.231111iE 33. Auctions, Lassos shall not conduct nor Pemml to be conducted,any auction upon Me Premises without Lessors prior wnuen consent, which consent shall be granted or denied at Lessors sole discretion 34 Signs. Lessor may place on the Premises ordinary'For Sale'signs at ony limo and ordinary'For Lease'signs during Me last 6 months of the tern hereof, All signs must comply with all Applleable Requirements. Lessee shall not place construct,or reamWm on the glass pnnm or supports of the show windows of the Premises Me doors,exlenor walL•or the roof of the Building,or anywhere else wathm the Shopping Center ouLide of the Ramses,or on any Interior partisme of the Promises that are visible from the exterior of the Premise.,any signs,advertisements.names.Insignia. trademark: docan ivc material or any other items without Lcaor s prior wntten consent,which consent shall be granted Or darned al Lussor c sole discretion. Lessor shall designate,the size shape,color,design,and location of all rttlonor sign(s)to be Installed by Lessee,and Lessee shall,at Lwoces sole cost and expense,fa insci construct and Install all such sights)in full compliance with Lpaors deigrimion and in accordanec wish the Sign Crileria for the Shopping Center allantal hereto,aI any. Lessee agree to submit plans and specifications for Lowe s sign(s)for Lessors wndpn approval wathan 30 days offer the full execution hereof and to install such-,ign(s)pnor to opening for business at the Premises. Lesser,at Lessee s cost.may remove any Item placed,constructed or maintained In,upon or about the Promises at Shopping Center which does not comply with this paragraph. In thc event there Is a pole pylon or monument sign for the Shopping Center Lesser shall have the right,but not Ihp obligation to install lettering deagnafing Lc-,co a business on such sign,at Lossppc uxperyc with Lessor's approval of location,size,style and tutor. All agne thick are permanently stlsclled to the Promises or Building shell became Me property of Lessor at the exp,rabon or earlier lenmnstmn hereof;provided,however That Lossce,shall promptly remo-we all spch signs if Lessor so elects,and Lespe shall promptly repair all damage caused by such removal. Lessee shall not place,construct or maintain in,upor or about the Promises any search lights.flashing lights,loudspeakers,phonographs or other visual or audio media. 3b Termination;Merger. Unless specifically stated otherwise in wnfing by Lessor,the voluntary or other surrender of this Lease by Lessee the mututrl vur lina0an or cancellation hereof,or a terminators hcrcof by Lessor for Breach by Lessee,shall oulema0cally terminate any sublease or lesser estate in we Premises;provided,however that Lessor may Qlpct to continue any one or all casting sublenanaes Lessors failure within 10 days following any such event is oleo to the contrary by written notice to use redder of any such looser Interest,shall constitute Lessors election to have such event constitute the Nomination eFruch Inlcrest 36. Consents. Except as otherwige provided herein wherever in this Lease the consent did Party is required la an.d by or far the chat Party, such consent shall not be unreasonably withheld or delayed, Inthosecxpressmsfanceswherecansentu.1hanlhe;:0led4C20en0Faparty IhepadY shall have no obligation to adhrtc to a standard of reasonableness. Losears aaual reasonable costs and expenses(Including but not limited to architects',attameys' engineers and other consultants'fees)Incurred in the consldcrabon of,or response to,a request by Lessee for any Lessor consent.Including but not Ifirl to consents to on assignment a subletting or the presence or u-,e of a Hazardous Substance,shall be paid by Lessee upon receipt or an invoice and suppoding doqumenlabon therefor, Lcosors consent to any act,assignment or subletting shall net core le an acknowledgment that no Default or Breach by Lessee of this Leese exists,net Jmll ouch consent be deemed a waiver of any then existing Default or Breach,except as may be othenv oe spcafically stated In writing by Lessor at the tame of such consent. The failure to specify herein any particular condition(0 Lci consent shall not preclude the imposition by Lessor at the time of consent of such further Or Other Cnnditieno ad arc than reasonable with reference to the particular matter for which consent is being given, In the event that either Party disagrees with any determination made by the other hereunder and rucsonably repents the reasons for such determination the dpterm ring party shall famish Its reasons In wring and in reamnahlp detail within 10 business days fallowing soda request 37. Guam,(,, 37,1 Execution. The Guarantors,if any shall each execute a guaranty in Me farm most retenpy published by the AIR CCmmerdal Real Estate Associalion. 372 Default It chap cpnstlt t,a Default aI the Lusspp if any Guarantor fall:or minuses,upon request to provide. (a)evidence of Me execution of the guaranty,including pie aulhonty or the party signing on Guarantees behalf to obligate Guarantor,and In the ease at a corporate Guarantor a ceNfied copy of a resolution of iM board of directors authorizing the making or such guaranty,(b)currant financial s(atcmcr s,(c)an Estoppel Candidate.or(d)written confirmation that the guaranty L still in effect. 38 Quiet Possession Subject to payment by Lessee of the Rent and performance of oil of Me covenants,conditions and pmvrsions on Lessee,part to be observed and performed under this Lcnsc Lessee shall have quiet posscsion and quiet enjoyment of the Prami-,c during the ten hereof. 39. Options. If Lessee as granted an optiw.11 ecfirod below,Men Me Idlowing prov isons shall apply 391 Definipee. 'Option'shall mean; (a)the right to extend the forth of or renew this Lose or to"end or mriew any lease that Lessee use,on ether property of Lessor,(b)Me right of fiat refusal or first offer to lease either Me Premises or other pmporty of Len-,pr,(c)the right to purchase or Me right of fart refusal to purchase Me Promisee or other property of Lr_:,.or. 392 Options Panceral To Original Lessee. Any Option granted to Lprscc In this Lease Is personal to Me anginal Lessee,and cannot be yagncd or exercised by anyone othpr than said ongmal Lessee and only while the original Lessee a In full possession of the Premises and,If requested by 4s:ooC with Lessee certifying Mal Lessee has no intention of thereafter assigning or subletting. 39.3 Multiple Options. In the even(Ill I•"-ep has any multiple Options to extend or renew th'a Leases is later Option cannot be exercised unless Me Prior Options have been validly exercised. 39A Effect of Default on Options. (a) Lees shall have no night to exercise an Option: (i)during the paned commencing with the giving of any notice of Default and continuing until said Default is cured,(ii)during the period of lime any Rent is unpaid(without regard to whcthe notice thereof is given Lessee) till)during the 0me Lessee Is In Breach of this Lease or(iv)In the event Mal Lessee has been given 3 Of mere notice,.of separate Defaull whether or not Me Defaups arc cared,during the 12 month period immediately precodang the eremse of Me Option. (bj The posted of Inge within which an Option may be exercised oh Il at be extended or enlarged by reason of Lessee's Inability to exere,e on Option because of Me prev[aons of Paragraph 39A(a). (a) An Option shall terminate and be of no Fuller forces or ceect,notwithstanding Lessee's due and barely exercise of the Option.if.Star such exercise and prior la the commencement of Me extended Farm or Completion of the purchase GI Lessee falls to pay Rent for a perod of 30 day-,after sun Rent becomes due(washout any necessity of Lessor to give notice thereto or Oq if Lessee commlLs a Smach of this Lease 40. Security Mecsurao. Lessee hereby acknowledges Mat the Rent payable to Lessor hereunder does not include service Cast of guard sece or other occupy measures,and that LGsor shad haw no obligation whatsoever to provido some. Losses,assumes all,responsibility for the protection of the Premf505.Lcscc,Its agents and mvllee.and(hair property from the acts of MIM parties. Wile Lesser does net assume any responsibility to provide any security measures or any liability nor failure to provide security measures or for any Inadequacy Mered,Lessor shall have the al"Ohty,to institute or conllnue such sepunry measures as Lessor In Its sale disceton dooms ncccsary or appropriate from time to time,the cost and expenses of which shall be considered Common Arc:Q,xviding Expenses To Me degree direoled by Lessor.Lcscc shall coordinate Its sewnly,measures as the Premises with the security measures mstituled by Lessor,if any. 41. Reservations. Lessor mscrvps she nghl:(1)to grant,without the dip mpsit...candor of Lessee,such easements,rights and dedications that Lessor deems necessary Ill)to cause the recondition of pared maps and restrictions and(m)to=is and/Or install new utility raccwrays,so long as such easements rights capacitors,maps restrictions and utility raceways do not unreasonably Interfere with Me use of the Premise by Lessee. Lessee agrees to sign any documcn65 reasonably requested by Lesser to effpdualc such napts. 42 Building Planning. Lessor shall haws the right at any time or times,upon giving LmIx;not less than GO days prior wnuen notice,to provide and furnish Lessee with space of comparable visibility located elsewhere within any of Me buildings within the Shopping Center and to move Lessee into Such new space,provided that the usable area of such new space as not less than the usable area of Me Premises and pmwdeel that all of Lessee's reasonable outcf�pooket moving expenses linCluding but not limited to Me seat of moving Lassoes personal property,the cost of reprinting Lessee's stationery or other business materials with Me new addrczro, and the cost to relocate and reinstall tenant improvcmcnC and Legless tclecommunmatierns and computer equipment)shall be paid by Lessor,and provided fuller that Lessor shall cz=ruo at Lessor's expense such improvements to such new$pact as shall be necessary m place nt ari a condition that Is substantially comparable to the Premises. Except a$provided In/tlIa'Je y.pr¢eding sentence Lessor shall have no obligation to improve e.ch opace or pay any other expenses anctsned by Lessee as a /Jn I PAGE 13 OF t6 12NN INMALS -AIR CDMMEReuL REAL ESTATE ASSOCUTION FORM RMTN-2106E esv=pr m,.r me ncmises snmi on in such new location. upon Lessor's request me Port; shall execute an amendmem to this Lease In/arm required by Lessor confirming the reloWhon of the Premises to such new location. If the new space does not meet with 1 --ees approval.which approval Lessee shall give or withhold in accordance Win Paragraph 36,Lasee shall have the tight to c ncel this Lease by giving Lessor wniW notice thereof within 15 days Of receipt Of Lessor's notification of its intent to relocate Le—r-e Lessee's failure to give Such notice within Such 15 day period rin,il be deemed Lessee's approval of the new space. If limdy notice is given by Lesson then this Lease shall terminate unless Lessor rescinds Lessor's prior nObce of its.intent to relocate Lessee within 10 days after LeS5pez receipt of Lessee::nmhco of cancellation. 43. Perforrmance Under Proleet. If at any Lore a depute,shall apse as to any amount or sum of money to be paid by one party to the Other under the previsions haircut.the Party against whom the obligation to pay the money Is asserted Shall have the right to make payment'under portal' and such payment shall net be regarded as a voluntary payment and there shall survive the dght on file part of said Party to Institute suit for recovery or such sum. If it Shell be adjudged that theta was no legal obligation on Me pad of said Party to pay such sum or any pan thereof,sold Party shall be entitled to recover such sum or so much thereof as it wee not legally roe uired to pay A Party who does not Initiate suit la the rewvery OF sums paid 'under protest'Within 0 months shall be deemed to have waived its right to pretest such payment- 44. Authority;Multiple Parties;Execution. (a) If either Party hereto Is a corporation trust limited liability company partnership, or Similar entity, each Individual executing this Lease on behalf of such entity repre*snuo and warrants that he or she Is duly aulhorccd to execute and deliver this Lease on its behalf. Each Party shall,within 30 days after request,deliver to the other Party satisfactory evidence of Both authority (b) If this Lease Is executed by more than one person or entity as'Lessee'.each such person or entity shall be jointly and severally liable hereunder, It Is agreed that any one of the named Lessccs shall be empowered to execute any amendment to this Lease or other document ancillary thereto and bind all of the named Lessees,and LaDsmr may rely on the sumo a if all of the named Dacca hod caceutcd such document. (c) ThiS Lease may be executed by the Parties In cou iterpads.each of which shall he deemed an original and all or which together shall canslilutc one and the same inskumenl. 45 Oordl Any towf lid between the printed previsions of ph.Leasc and the typewriter,or ha ndwn ll provisions Shall be wnhmllcd by the typewritten or handwnpen provisions. 45, Offer. Preparation of this Lease by either Party or their agent and submeSs,on of same to the Diner Party shall not be deemed an offer IS lease to the other Parry.This Lease is nor mtended to be binding until executed and delivcrod by all Parties hereto 47. Amendments. This Lease may be modified Only In wring,signed by the Padres in interest at the time Of pile rd0dification. As long as they do not materially change Lassoes Obllgai hereunder Lessee agrees 10 make such reasonable nOn-monetary modlficallons to this LOaSe Ss may be reasonably res bed by a Lender in ounne4110n with me oblaining Of normal finanOng Or rafirianang Of the Premises 48. Waiver of Jury Trial THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO TRIAL BY JURY IN ANY ACTION OR PROCEEDING INVOLVING THE PROPERTY OR ARISING OUT OF THIS AGREEMENT, 90 Mobil and ArbiUDtnn of Disputes, An Addendum rcqumng the Mediation and/or We Afbltrabon of all disputes between the Parties andlor Brokers arising WE of this Lease 0 is 0 is not attached to this.Lorin. 50. Americans with Disabilities Act-Since compliance with the Ameripne will Deabdibes Act(ADA)Is dependent upon Lessee's specific use of the Premises,Lessor mskeS no warranty or repnes¢nlalion as m whether or not the Premises comply with ADA or any similar IeglSlation. In file event that Lessee's asc of the Premises requires modifcallons or additions to the Premises in order to be In ADA compliance Lessee agrees to make any such necessary modifications andlor additions at Lessee's expense. LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION CONTAINED HEREIN,AND BY THE EXECUTION OF THIS LEASE SNOW THEIR INFORMED AND VOLUNTARY CONSENT THERETO. THE PARTIES HEREBY AGREE THAT,AT THE TIME THIS LEASE IS EX2CUTED,THE TERMS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO THE PREMISES ATTENTION; NO REPRESENTATIONOR RECOMMENDATION ISMADE BYTHE AIRCOMMERCIAL RFALESfATE ASSOCIATIONOR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY,LEGAL EFPECT OR TAX CONSEQUENCES OF THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES.THE PAR71ES ARE URGED TO: 1. SEE ADVICEOF COUNSELAS TOTHE LEGALAND TAXCONSEQUENCES OFTHIS LEASE, 2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES, SAID INVE5NGATION SHOULD INCLUDE BUT NOT BE LIMITED TO:THE POSSIBLE PRESENCE OF I IAZARDOUS SUBSTANCES,THE ZONING OF THE PREMISES,THE STRUCTURAL INTEGRITY,'THE CONDITION OF THE ROOF AND OPERATING SYSTEMS,COMPLIANCE WITHH THE AMERICANS V91H DISMFNLTI'IES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE'S INTENDED USE WARNING; IF THE PREMISES ARE LOCATED IN STATE OTHER THAN CALIFORNU,, CERTAIN PROVISIONS OF THE LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED. The posies hereto hsve ezceuled this Lease at the place and on Me dal=s9ca0ed above prior rorpccnvc signatures. ae i at: Executed al On: On. By LESSOR By LESSEE: SeCand irepexial. Manor Vanmarc, InC By.— By'. Name Primed. Joel Silverman Nom,Pnnted.M k Tore: —Vanlaaner �L By; Tine: Name Printed; M1�r Titre. By: f� Name PnntcdJTCDy ffa heau AtldEMw 4565 via Title: T vy, vlscosay Santa Barbara, CA ' Address:Palm SD3:znas, CS Telephone.(`)__ T I phonm:( ) PAGE 14 OF 15 INITIALS INITIALS C2003^AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMT11,11•2yOSE BROKER; BROKER. Michael, Hcssin ex - CDC Ly1c Attn: _ "J Allen Title. TWO Add%,_::;7B-D00 Fxed wnv;nq Dz., L'alm Desert Address Telephone.(760)668-2322 Tdcphone ( I Fagamilc:(]60)906-4231 Fecsimde:( j Emaihmichael@awchaalka..inex.coo Federeal 10 No Federal ID No. NOTICE; 'These toms arc often moditlo0 to meet changing n quimments of law and induyyry needs. Always%wile oe It to make sure you are utilmng the most cwtenp Pom; AIR Commercial Real Estate Association, Bad IN Gth Street,Suite 600.Les Angales,CA 90017. Telephone No.(Z13)G070777, Fax No.;(213)657-861G. €capyngh,2002 By AIR Commercial Real Estate Association. All rights roscr d, No part of these%ark may 6o mpmduced in any Form without permission in writing. PAGE 1S OF 1S INITIALS INITIALS ®Z003-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM RMM-2-3106E ADDENDUM Date: June 24, 2009 By and Between (Lessor)Second Imperial Manor (Lessee)v,nmarc, Inc Address of Premises: 707 North Palm.Canyon Drive, Balm Springs, CA _- Rent 50fledule: 1. Free Kent Perlod-from date of Po55e551on Plu.Yhrec Monrh5 It Is antcipaze i thst Possession shall take plaoe on July 11,2009 However,rhl5 date may he cxeended by she Lessor If requireed due to on going litigstlon with prior tenant. 2. Fallowing the r-rec Font Perlod the monthly rent shall be$4,000-00 per month until Decemebcr 31.2009 3 Ken t from 01/10/2010 to 12/51/20TO=y5.500 00 per month. 4. Kent from 01/01/2011 to 12/31/2011=6,500.00 per month 5. Kent from 07=2012 to 12151/2012=7.000.000 per month 6. Rent From 0110117_013 to 12/51/2013=7 500.00 per month 6. Kent from 01/10/2014 to 061'4117014=&,000.00 per month 7.Ycnanr has First OFCIon(not to be conetrued ss a right of first refueal)for the purchase of'the bdilding and the rental space known 15 726 Norht Palm Canyon Drive(aprox 1,050 S.F.). F 1S_f PAGPIOF1 I L INITIALS EXHIBIT "Y CONTRACTOR/VENDOR AGREEMENT Redevelopment Agency Facade Improvement Program FAX: i(760)320-2090 PROPOSAL PROPOSAL SUBMITTED TO PHONE DATE TRIO 5/29/2009 ADDRESS J03NAME 707 North Palm Canyon Drive Trio Wall Mount sign CITY,STATE,ZIP JOB+I LOCATION Palm Springs, CA 92262 0905-30532- We hereby submit specifications and estimates Quantity Description Price Extended Installation 1 BSI to manufacture and install qty. (1) internally illuminated $7,231.00 $7,231-00 $570-00 aluminum framed sign structure to measure approx.32"x 72".The 1/4" plate aluminum face will be surfaced with a matte silver laminate. The back panel, seen through the routed letters, will be sprayed flat orange to diffuse the orange LED's and increase visibility. Orange LED's will also mount to the frame of the backside to allow the sign to "float". All wiring methods and electrical components used in the installation to comply with UL standards. 1 Permit Procurement Fee, $85.00 $85.00 1 Artwork origination. ($1,000.00) ($1,000.00) Subtotal $6,316.00 CA Sales Tax $632.71 installation $570.00 Total $7,518.71 Actual city permit fee to be added to the final invoice at cost. Please call with any questions, and thank you for your business. We propose hereby to furnish material and tabor- complete in accordance with above specifications,for the sum of: Seven thousand five hundred eighteen and 711100 Dollars: $7,518.71 TERMS: 50% DEPOSIT REQUIRED, BALANCE DUE UPON COMPLETION NOTICE TO OWNERS Under the Mechanics Lien Law,any contractor,subcontractor,supplier,man or other person who helps to improve your property and is not paid for his labor,services or material,has a right to enforce his claim against your property. Under the law,you may protect yourself against such claims by filing,before commencing such work of improvement,an original contract for the work of improvement of a modification thereof,in the office of the county recorder of the countywhere the property is situated and requiring that a contractors payment bond be recorded in such office, Said band shall be in an amount not less than fifty percent(50%)of the contract price and shall,in addition to any conditions for the performance of the contract,be conditioned for the payment In full of the Claims of all persons furnishing labor,Services,equipment or materials for the work described in said contract. In the event litigation is insfituated to collect any sums due and owing Best Signs,Inc.,there shall be added such additional amounts as court costs and reasonable Signature or payment of deposit constitutes acceptance of this agreement. Authorized John Cross Signature_ ^ John Cross 30 days. Acceptance of Proposal �/ Note: This proposal may be withdrawn by us If not accepted The above prices,specifications and conditions are satisfactory and are X Signature hereby accepted. You are authorized to do the work as specified. Payment will be made X as outlined above. X X Date of Acceptance:X_ Signature / 1