4315.1 REV-1

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APPENDIX 4

MFPD MODEL COMMERCIAL LEASE

Project Name:
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Location:
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Project Number:
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COMMERCIAL LEASE AGREEMENT

This Lease Agreement entered into by the Secretary of Housing

and Urban Development (the \"Secretary\" or \"HUD\"), by and

through

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(\"Lessor\") and
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

(\"Lessee\"), provides as follows:

WHEREAS, Lessor is the owner of
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
(the

\"Project\"), located in
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and

WHEREAS, Lessee desires to lease space in the Project and

Lessor is willing to rent Lessee space in the Project upon the

terms, conditions and covenants set forth herein.

NOW, THEREFORE, in consideration of the mutual promises set

forth herein, the parties, intending to be legally bound by

this Lease Agreement, hereby agree as follows:

1\. Definitions

a\. Parties:

i\. Lessor: Secretary of Housing and Urban

Development, by and through:

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ii\. Lessee: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

b\. Leased Premises:
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c\. Term of Lease: \_\_\_\_\_\_\_ years

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Appendix 4, page 1 of 18 7/92

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4315.1 REV-1

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d\. Renewal Term: \_\_\_\_\_\_ years

e\. Commencement Date:
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f\. Termination Date:
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2\. Lease of Premises. In consideration of the mutual

covenants contained herein, and the payment of Rent as

provided in paragraph 3 of this Lease Agreement, Lessor

hereby leases to Lessee, and Lessee hereby leases from

Lessor, the Leased Premises, described in paragraph 1(b)

of this Lease Agreement, which are part of the Project,

for a Term of Lease running from the Commencement Date to

the Termination Date, both as set forth in paragraph 1 of

this Lease Agreement.

3\. Rent. Lessee covenants and agrees to pay to Lessor

during the Term of Lease either a Flat Rent pursuant to

paragraph a., or a Base Rent and Percentage Rent pursuant

to paragraph b., as agreed by both parties. In no event

shall Lessee be obligated to pay rent under both the Flat

Rent Schedule and the Percentage Rent Schedule.

a\. Plat Rent Schedule. Applicable

Lessee covenants and agrees to pay to Lessor

during the Term of Lease an annual flat rent (the

\"Flat Rent\") in the amount of \$ \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_,

payable in equal monthly installments of \$ \_\_\_\_\_\_\_\_\_\_\_\_\_

each, due and payable in advance, on the first

day of each and every month during the Term of

Lease. If the commencement date of the Term of

Lease occurs other than on the first day of a

month, then the monthly installment for the first

month of the Term of Lease shall be prorated at

the rate of one-thirtieth (1/30th) of the monthly

installment of rent for each day, payable in

advance of the Commencement Date. Lessee shall

pay all rent to Lessor at the Lessor\'s office, or

to such other party or other address as Lessor

may designate by written notice to Lessee.

b\. Percentage Rent Schedule. Applicable

Lessee covenants and agrees to pay to Lessor

during the Term of Lease an annual base rent (the

\"Base Rent\") of \$ \_\_\_\_\_\_\_\_\_\_, payable in equal

monthly installments of \$ \_\_\_\_\_\_\_\_\_\_\_\_\_ each, due and

payable in advance on the first day of each and

every month during the Term of Lease. In

addition to the Base Rent, Lessee shall pay to

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7/92 Appendix 4, page 2 of 18

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4315.1 REV-1

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Lessor rent based on a percentage of Lessee\'s

monthly Gross Sales for each month during the

Term of Lease (the \"Percentage Rent\"). The

Percentage Rent shall be payable to the extent

that five percent (5%) of Gross Sales for each

month during the Term of Lease exceeds the annual

base rent for that particular month. Monthly

installment of Percentage Rent shall equal the

positive difference, if any, between 5% of Gross

Sales for the month which Percentage Rent is

being calculated and the Base Rent payable for

that month. Monthly installments of Percentage

Rent shall be payable by no later than the last

day of the month following the month for which

Percentage Rent is being paid. If the

commencement date of the Term of Lease occurs

other than on the first day of a month, then the

monthly installment for the first month of the

Term of Lease shall be prorated at the rate of

one-thirtieth (1/30th) of the monthly installment

of rent for each day, payable in advance of the

Commencement Date. Lessee shall pay all rent to

Lessor at the Lessor\'s office, or to such other

party or other address as Lessor may designate by

written notice to Lessee.

i\. For purposes of calculating the Percentage

Rent, Gross Sales means the total amount in

dollars of the actual sales price, whether

for cash or on credit, of all sales of

merchandise and services, and all other

receipts of business conducted in, on or from

the Leased Premises and all mail or telephone

orders received or filled at or from the

Leased Premises and all deposits not refunded

to purchasers and all orders taken in and

from the Leased Premises whether or not said

orders are filled elsewhere and receipts or

sales by any sublessee doing business in or

from the Leased Premises. Each sale upon

installment or credit card shall be treated

as a sale for the full price in the month

during which such sale shall be made,

irrespective of the time when Lessee may

receive payment for such sale.

ii\. Lessee shall prepare and keep full, complete

and proper books, records and accounts of

Gross Sales, which shall at all reasonable

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Appendix 4, page 3 of 18 7/92

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4315.1 REV-1

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times be open to the inspection of Lessor,

Lessor\'s auditor or other authorized agent at

the Leased Premises for a period of at least

three (3) years after the expiration of each

year in the Term of Lease. Lessee shall

furnish Lessor, along with each monthly

installment of Percentage Rent, a complete

statement, certified by the Lessee, of the

amount of Gross Sales made during the month

for which that installment is being paid.

Lessee shall furnish Lessor, within ninety

\(90\) days after the expiration of each year

during the Term of Lease, a complete

statement certified by Lessee showing the

Gross Sales for the preceding year and copies

of all returns and other information filed

with respect to State sales and use taxes.

iii\. The acceptance by Lessor of payments of

Percentage Rent shall be without prejudice to

Lessor\'s right to an examination of Lessee\'s

books and records of its Gross Sales and

inventories at the Leased Premises, in order

to verify the amount of Gross Sales made in

and from the Leased Premises, and without

prejudice to Lessor\'s right to cause

adjustments to be made to Percentage Rent

based on such examination as appropriate. In

the event Lessee shall fail to timely furnish

to Lessor any monthly or annual statement

required under this subparagraph, Lessor

shall have the right, without notice, to

conduct an audit of Lessee\'s books and

records and to prepare such statements at

Lessee\'s expense.

4\. Late Payment Fee. In the event that any monthly

installment of rent, whether Flat Rent, Base Rent or

Percentage Rent, is not paid within ten (10) calendar

days after it is due, then Lessee shall also pay to

Lessor, as additional rent, a late payment fee equal to

five percent (5%) of the delinquent rent for each month

or part thereof that such rent remains unpaid.

5\. Security Deposit. Upon execution of this Lease

Agreement, Lessee shall pay to Lessor a deposit of \$ \_\_\_\_\_\_\_\_

to be held by Lessor as security for Lessee\'s performance

of all Lessee\'s covenants and obligations in this Lease

Agreement. Lessor shall have the right to apply the

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7/92 Appendix 4, page 4 of 18

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4315.1 REV-1

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security deposit in whole or in part in payment of any

unpaid rent or other amount due because of an unperformed

covenant or obligation by Lessee. Lessee\'s liability is

not limited to the amount of the security deposit. On

termination of the Lease Agreement and full payment of

all amounts due and performance of Lessee\'s covenants and

obligations, including surrender of the premises in

accordance with paragraph 13(a) of this Lease Agreement,

the security deposit, or any remaining unapplied portion

thereof, shall be returned to Lessee without interest,

except as provided by law.

6\. Utilities. Lessee shall pay, in addition to the rent

specified in paragraph 3(a) or 3(b) of this Lease

Agreement, all water rents, gas and electric light and

power bills taxed, levied or charged on the Leased

Premises. This shall include any security system

installed by the Lessee, during the Term of Lease in the

Leased Premises. In case these charges are not paid when

due, Lessor shall have the right to pay the same, which

amounts so paid, are declared additional rent and are

payable by the Lessee with the next monthly installment

of rent due to the Lessor. It is understood and agreed

that no interruption in the supply of any services or

utilities to the Leased Premises shall constitute an

actual or constructive eviction of Lessee from the Leased

Premises or shall entitle Lessee to terminate this Lease

Agreement or to an abatement of any rent payable

hereunder. Lessor shall have no liability to Lessee on

account of any such interruption. The Lessee, shall, at

its own expense, obtain separate metering for such

utilities.

7\. Condition on Possession. Lessee has examined and knows

the condition of the Leased Premises and has received the

same in good order and repair, and acknowledges that no

representations as to the condition and repair of the

Leased Premises, and no agreements or promises to

decorate, alter, repair or improve the Leased Premises,

have been made by the Lessor, except for those executed

in writing and made a part of this Agreement.

8\. Use of Leased Premises. No use shall be made of the

Leased Premises other than as a
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_. Any

other use shall constitute a default of this Lease

Agreement. Lessee shall not permit any use of the Leased

Premises which shall be offensive to or interfere with

the rights of other tenants in the Project or which shall

make voidable any insurance on the Project, the Leased

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Appendix 4, page 5 of 18 7/92

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4315.1 REV-1

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Premises, the building of which the Leased Premises are a

part, or the contents thereof, or which shall be improper

or contrary to any law or regulation. Lessee shall not

keep or use or permit to be kept or used in or on the

Leased Premises or any place contiguous thereto any

flammable fluids or explosives, without the prior written

permission of the Lessor.

9\. Hours of Business. Lessee\'s business in the Leased

Premises shall be open to the public during the following

hours:

Monday - Friday \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Saturday: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Sunday: \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

During other hours Lessee may conduct the following

activities on the Leased Premises:
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10\. Deliveries. Lessee shall receive all deliveries and move

all freight, furniture or other bulky matter through such

doors, loading docks and corridors, and at such times, as

may be reasonably designated by Lessor. Lessee shall not

permit vehicles or materials to be parked or to stand in

the loading dock area or anywhere on the Project\'s

premises or in the area contiguous to the Project\'s

premises where such vehicles and materials unreasonably

interfere with the use of any area of the Project, the

common areas, any public alleys, sidewalks or streets.

Any damage or injury to the Leased Premises or the

building in which the Leased Premises are located caused

by the receipt of deliveries or the moving of freight,

furniture or other bulky matter by Lessee shall be

repaired at the sole cost of Lessee.

11\. Maintenance.

a\. The Leased Premises are:

Free standing Not free standing.

Unless the Leased Premises are free standing, Lessor

shall, at its cost, maintain the building in which

the Leased Premises are located in good condition and

make all structural repairs required to the building

and the Leased Premises, including foundations,

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7/92 Appendix 4, page 6 of 18

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4315.1 REV-1

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roofs, bearing and exterior walls, and subflooring,

and shall also maintain and repair at its cost, the

unexposed electrical, plumbing and sewage systems.

Lessor shall be responsible for all snow, ice and

water removal and for the disposal of all debris and

waste from and around the building in which the

Leased Premises are located. If the Leased Premises

are free standing, the Lessee shall assume the

responsibilities of the Lessor under this paragraph.

b\. Lessee shall maintain and keep the Leased Premises in

good repair throughout the Term of Lease. Lessee

shall not commit waste or cause damage to the Leased

Premises or the building of which the Leased Premises

are a part; nor shall Lessee permit the appearance of

the Leased Premises to deteriorate. If the Lessee

does not keep the Leased Premises in good repair,

Lessor may enter the same and may make such repairs

as required to restore the Leased Premises to the

condition they were in upon the date of execution of

the Lease Agreement and Lessee agrees to pay Lessor,

in addition to the rent set forth in paragraph 3 of

this Lease Agreement, the expenses Lessor incurred in

repairing the Leased Premises due to the failure of

the Lessee to keep the Leased Premises in good

repair.

12\. Access to Leased Premises. Lessor reserves the right at

all reasonable times, for itself and its duly authorized

agents, to go upon and inspect the Leased Premises and at

its option to make repairs, alterations and additions to

the Leased Premises as it deems necessary, provided none

of Lessee\'s rights granted under this Lease Agreement are

unreasonably abridged by the Lessor\'s action under this

paragraph. Lessor, during the progress of any work on

the Leased Premises, may take all necessary materials and

equipment into the Leased Premises without the same

constituting an eviction. Lessee shall not be entitled

to any abatement of rent while work is in progress nor to

any damages by reason of loss or interruption of business

or otherwise, provided; however, that Lessor shall use

its best efforts not to interfere with Lessee\'s business

operations. In emergencies, if Lessee is not present to

permit entry into the Leased Premises, Lessor or Lessor\'s

agent may enter the Leased Premises to protect or

preserve or avoid damage to the Leased Premises,

provided, however, reasonable care is exercised to

safeguard Lessee\'s property. Lessor or its agents shall

not be rendered liable for any entry into the Leased

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Appendix 4, page 7 of 18 7/92

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4315.1 REV-1

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Premises pursuant to this paragraph, nor shall the

obligations of Lessee under this Lease Agreement be

affected by Lessor\'s entry.

13\. Quiet Enjoyment. Lessor covenants and agrees that

Lessee, paying the rents and observing and keeping the

terms, covenants and conditions of this Lease Agreement,

shall lawfully, peaceably and quietly hold, occupy and

enjoy the Leased Premises without any let, hindrance,

ejectment or molestation by the Lessor or any person or

persons lawfully claiming under it.

14\. Non-liability of Lessor. Except as provided by law,

Lessor shall not be liable to Lessee for any damage or

injury to Lessee, Lessee\'s agents, employees, or

invitees, or Lessee\'s property caused by the failure of

Lessor to keep the Leased Premises and the building in

which the Leased Premises are located, in good repair,

and shall not be liable for any injury caused by wind,

defective plumbing, electric wiring, insulation, gas

pipes, water pipes, or steam pipes, or from broken

stairs, porches, railings or walks, or from the backing

up of any sewer pipe or down-spout or from the bursting,

leaking or running of any tank, tub, washstand, water

closet or waste pipe, drain or any other pipe or tank, or

from the escape of steam or hot water from any radiator,

nor for any such damage or injury occasioned by the

falling of any fixture, plaster or stucco, nor for any

damage or injury arising from any act, omission or

negligence of co-tenants or of other persons, all claims

for any such damage or injury being expressly waived by

Lessee.

15\. Assigning or Subletting: Lessee shall not assign this

Lease Agreement or sublet the whole or any part of the

Leased Premises without Lessor\'s prior written consent,

which consent shall not be unreasonably withheld or

denied. A transfer of fifty percent (50%) or more of the

ownership interests of Lessee within a twelve (12) month

period shall be deemed equivalent to an assignment or

subletting requiring consent of Lessor. Any attempted

assignment or subletting made without Lessor\'s consent,

shall, at the option of the Lessor, be deemed a default

of this Lease Agreement. In the event Lessee should

assign this Lease Agreement or sublet the Leased Premises

with the prior written consent of the Lessor, the

assignee or sublessee shall become subject to and perform

all the terms, covenants and conditions of this Lease

Agreement to be kept and performed by the Lessee. No

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7/92 Appendix 4, page 8 of 18

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4315.1 REV-1

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assignment of this Lease Agreement or subletting of the

Leased Premises shall release Lessee from liability under

this Lease Agreement and Lessee shall at all times remain

liable to Lessor for payment of rent and for performance

of all terms, covenants and conditions of this Lease

Agreement. Lessor shall give Lessee notice of any

default by any assignee or sublessee under this Lease

Agreement and Lessee shall have thirty (30) days from the

date such notice is given to cure the default. If Lessee

cures the default within the specified period, Lessee

shall have the right to re-enter and possess the Leased

Premises subject to the terms and conditions of this

Lease Agreement.

16\. Construction and improvements.

a\. Lessee\'s Construction. Lessee shall be solely

responsible for the repair, renovation and remodeling

of the Leased Premises. Lessee agrees that all

repairs, renovation and remodeling shall be completed

in accordance with plans and specifications which

have been approved in writing by the Lessor prior to

the commencement of such repairs, renovations and

remodeling. All repairs, renovation and remodeling

shall be performed in accordance with all laws,

ordinances, regulations and rules of all appropriate

governmental authorities and insurance rating

agencies. Lessee agrees that it will not permit any

mechanics, laborers or other construction liens to be

asserted against the Leased Premises. Lessee agrees

to indemnify and hold Lessor harmless from any claim

or liability for personal injury or property damage

sustained by any agent, employee or sub-contractor of

Lessee, or such sub-contractor\'s agents or employees,

while on the Leased Premises, or by any third person,

including other tenants of the Lessor, or agents,

employees or sub-contractors of Lessor, injured in

the Leased Premises, or in the Project, as a result

of the negligence of, or a condition created by, the

Lessee or its agents, employees or sub-contractors or

a condition existing on the Leased Premises during

the repair, renovation and remodeling of the Leased

Premises.

b\. Signs. Lessee shall not erect or install any ground,

building or roof signs except as permitted by Lessor,

provided that Lessor\'s permission shall not be

unreasonably withheld or denied. All signs installed

by Lessee shall comply with all requirements of

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Appendix 4, page 9 of 18 7/92

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4315.1 REV-1

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appropriate governmental authorities and all

necessary permits or licenses shall be obtained by

Lessee. Lessee shall maintain all signs in good

condition and repair at all times and shall save

Lessor harmless from injury to person or property

arising from the erection, installation and

maintenance of said signs. Upon vacating the Leased

Premises, Lessee shall remove all signs and repair

any damage caused by their removal.

c\. Title to Improvements. The improvements to be

constructed on the Leased Premises by Lessee, and all

additions, alterations, modifications and

replacements thereto during the Term of Lease, except

for those indicated on the attached Rider, shall be

the sole property of Lessee at all times during the

Term of Lease. Prior to the expiration or earlier

termination of the Term of Lease, Lessee shall remove

same, and upon the expiration or earlier termination

of the Term of Lease, all such improvements not so

removed shall be surrendered by Lessee and shall

become the property of Lessor. Upon removal of all

improvements, the Lessee shall return the Leased

Premises to the same, or better, condition as it was

in at the commencement of the Term of Lease.

17\. Insurance and Indemnification

a\. Insurance: Lessee shall maintain with respect to the

Leased Premises comprehensive public liability

insurance for personal injuries and property damage,

which may be sustained by third parties arising out

of the use, occupancy, management or control of the

Leased Premises. Such insurance shall be in amounts

approved by the HUD field office where the property

is located. Lessee shall also obtain insurance on

the contents of, and any improvements placed on, the

Leased Premises, including alterations, decorations,

furnishings, fixtures and equipment, against loss or

damage by fire, explosion, sprinkler leakage and/or

other casualty in amounts at all times sufficient to

rebuild, repair and restore the Leased Premises in

the event of such casualty. Lessee shall insure all

plate glass on the Leased Premises, at 100% of

replacement value. All insurance required pursuant

to this paragraph shall name the Lessor as an

additional insured, insuring Lessor, as well as

Lessee, against injury to persons or damage to

property. All insurance required pursuant to this

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

7/92 Appendix 4, page 10 of 18

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4315.1 REV-1

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paragraph shall be issued by insurance companies that

are licensed to do business in the jurisdiction

wherein the Project is located and that have a

financial rating satisfactory to the Lessor. Lessee

shall deposit with Lessor, upon Lessor\'s request,

certificates for all insurance at, or prior to, the

commencement of the Term of Lease, and thereafter

within thirty (30) days prior to any cancellation or

reduction of coverage. Each policy shall contain an

endorsement which provides that no cancellation or

reduction of coverage may be made without first

giving Lessor and, if named as an additional insured,

the holder of any mortgage or deed of trust on the

Project, at least thirty (30) days prior written

notice of such proposed action.

b\. Indemnification. Lessee agrees to indemnify, defend

and hold Lessor harmless from and against any and all

claims, causes of action, liabilities and other such

loss or expense, of whatever nature, including costs

of litigation and reasonable attorney\'s fees, whether

for personal injury or property damage, arising out

of, or connected in any way with, the Leased

Premises, the conduct of Lessee\'s business on the

Leased Premises or Lessee\'s use and occupancy of the

Leased Premises, whether such injury occurs on the

Leased Premises, in any area adjacent to the Leased

Premises or in the Project.

18\. Liens and Encumbrances. This Lease Agreement shall be

subject to and subordinate to any and all mortgages, deed

of trust and other instruments in the nature of a

mortgage now or at any time hereafter constituting a lien

or liens on the Leased Premises or the buildings of which

the Leased Premises are a part, and Lessee shall, when

requested, promptly execute and deliver such written

instruments as shall be necessary to show the

subordination of the Lease Agreement to said mortgages,

deeds of trust or other such instruments. Lessee hereby

covenants and agrees to be bound by all of Lessor\'s

obligations contained in any such mortgages, deeds of

trust and other instruments and to do nothing which shall

cause Lessor to be in default of said mortgages, deeds of

trust or other instruments and to remedy any such default

of same within ten (10) days written notice from Lessor.

In the event that any lien upon Lessor\'s title results

from any act or neglect of Lessee, and Lessee fails to

remove said lien within ten (10) days after Lessor\'s

notice to do so, Lessor may remove the lien by paying the

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Appendix 4, page 11 of 18 7/92

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4315.1 REV-1

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full amount of the lien without any investigation or

contest of the validity of such lien, and Lessee shall

pay Lessor upon request the amount paid out by Lessor in

such behalf, including Lessor\'s costs, expenses and

attorney\'s fees.

19\. Damage and Destruction

a\. If, at any time during the Term of Lease, the Leased

Premises, or any part thereof, shall be damaged or

destroyed by fire or other casualty of any kind or

nature, including any casualty for which insurance

was not obtained or obtainable, so as to be unfit for

Lessee\'s carrying on its business in its normal and

usual manner, and such destruction or damage can

reasonably be restored or repaired within one hundred

eighty (180) days after such event, there shall be no

abatement of rental or other obligation of Lessee

under this Lease Agreement and Lessor, or Lessee,

with Lessor\'s written permission, shall restore or

repair the Leased Premises to substantially the same

condition as they were in immediately before the

destruction with all reasonable speed and shall

complete such restoration or repair within one

hundred eighty (180) days after such event.

b\. If the Leased Premises, or any part thereof, shall be

destroyed or so damaged by any cause as to be unfit

for Lessee\'s carrying on its business in its normal

and usual manner, and it is determined by the parties

that such destruction or damage cannot reasonably be

repaired within one hundred eighty (180) days after

the date of destruction or damage, either party shall

be entitled to terminate this Lease Agreement by

written notice of termination to the other party

within thirty (30) days after the date of destruction

or damage. If no notice of termination is given by

either party, Lessor, or Lessee, with Lessor\'s

written permission, shall immediately after

expiration of such thirty (30) day period undertake

such restoration or repair as is necessary to restore

the Leased Premises to their former condition with

all reasonable speed. In such event, the rental

shall abate from the date of destruction or damage

until the completion of such repairs.

c\. Lessor shall bear the cost of all amounts expended on

the repair or restoration of the Leased Premises,

including actual and reasonable costs incurred by the

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

7/92 Appendix 4, page 12 of 18

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4315.1 REV-1

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Lessee, except that Lessor shall not be required to

pay for the cost of repair or restoration of Lessee\'s

alterations or improvements, trade fixtures,

equipment or personal property. If the Lessor,

during the course of its repair or restoration of the

Leased Premises, repairs or restores any alterations

or improvements made by the Lessee, or any of

Lessee\'s trade fixtures, equipment or personal

property, Lessee shall reimburse Lessor for any cost

incurred in repairing or restoring these items which

is not reimbursed through insurance. Lessee shall

tender such reimbursement to Lessor not later than

thirty (30) days after receipt of the invoices from

Lessor for the reimbursable items.

d\. If the building in which the Leased Premises are

located is so destroyed or damaged so as to make the

building unfit for occupancy as a residential

apartment building and Lessor decides not to restore

or repair the building, the Lease Agreement shall be

terminated.

20\. Acquisition of Title By HUD. In the event that the

Department of Housing and Urban Development (\"HUD\"), as

mortgagee-in-possession, acquires title to the Leased

Premises, this Lease Agreement shall continue in full

force and effect, so long as Lessee is not in default on

the payment of rent or in the performance of any of the

terms, covenants or conditions of this Lease Agreement.

Lessee\'s possession of the Leased Premises shall not be

disturbed and Lessee\'s rights and privileges under this

Lease shall not be diminished or interfered with by HUD.

21\. Default. If any installment of rent shall remain unpaid

for five (5) days after the same becomes due, or if

Lessor shall fail to keep or perform any of the terms,

covenants or conditions of this Lease Agreement to be

kept by it within ten (10) days after notice from Lessor

of such failure, or if Lessee\'s interest in the Leased

Premises shall be sold under execution, attachment or

other legal process, or if Lessee shall make an

assignment for the benefit of creditors or if Lessee

shall be subjected to a receivership, then, and without

notice, it shall be lawful for the Lessor to re-enter the

Leased Premises and have free possession of the same and

this Lease Agreement shall be terminated without

prejudice to Lessor\'s right of action for arrears of rent

or breach of contract, present and prospective damages or

for any other costs or expenses resulting from such

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Appendix 4, page 13 of 18 7/92

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4315.1 REV-1

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breach on the part of the Lessee. In the event of

default, Lessor may relet the Leased Premises for the

remainder of the Term of Lease, and may recover from

Lessee any deficiency between the amount so obtained and

the rentals provided by the new tenant. The reletting of

the Leased Premises under such circumstances by Lessor

shall not be construed under any circumstances as the

acceptance of the surrender of the Leased Premises by the

Lessee, unless Lessor consents in writing. Lessor\'s

rights and remedies under this paragraph shall be

cumulative and nonexclusive of any other rights, remedies

at law or in equity.

22\. Anticipatory Repudiation. If, prior to the Commencement

Date, Lessee notifies Lessor of, or otherwise

unequivocally demonstrates, an intention to repudiate

this Lease Agreement, Lessor may, at its option, consider

such anticipatory repudiation a breach of this Lease

Agreement. In addition to any other remedies guaranteed

Lessor under this Lease Agreement, Lessor may retain the

security deposit and all rent paid by Lessee upon

execution of the Lease Agreement. Lessee shall pay in

full for all materials ordered for, and for all

improvements constructed or installed within, the Leased

Premises to the date of the breach.

23\. Termination of Lease Agreement.

a\. Surrender of Leased Premises. Lessee shall, at the

expiration or earlier termination of this Lease, for

whatever reason, remove all Lessee\'s goods and

effects from the Leased Premises, including all trade

fixtures, furniture and equipment. Lessee shall

deliver to Lessor the Leased Premises, and all keys,

alterations and additions thereto. In the event of

Lessee\'s failure to remove any of Lessee\'s property

from the Leased Premises, Lessor is hereby

authorized, without liability to Lessee for loss or

damage, and at the sole risk of Lessee, to remove and

store any of the property at Lessee\'s expense, or to

retain same under Lessor\'s control, or to sell at

public or private sale, without notice, and to apply

the net proceeds of such sale to the payment of any

sum due hereunder, or to destroy such property

without liability or obligation of any nature to

Lessee.

b\. Holding Over. At the expiration of Term of Lease,

because of lapse of time, or otherwise, Lessee shall

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7/92 Appendix 4, page 14 of 18

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4315.1 REV-1

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yield up immediate Possession of the Leased Premises

to Lessor in accordance with the conditions of

paragraph 8(a) of the Lease Agreement. If Lessee

retains possession of the Leased Premises or any part

thereof after the termination of the Term of Lease,

then Lessor may at its option, within thirty (30)

days after termination of the Term of Lease serve

written notice upon the Lessee that such holding over

constitutes either a renewal of this Lease Agreement

for one (1) year, creation of a month to month

tenancy, or creation of a tenancy at sufferance. If

no written notice is served on the Lessee, then a

tenancy at sufferance shall have been created. In

the event of a holding over, the terms of this Lease

Agreement will continue in effect in accordance with

the type of tenancy established as a result of the

holding over. Lessee shall also pay to Lessor all

damages sustained by Lessor resulting from retention

of possession of the Leased Premises by Lessee. This

paragraph shall not constitute a waiver by Lessor of

any right of re-entry.

c\. Abandonment of Leased Premises. If Lessee shall

vacate or abandon the Leased Premises or permit the

same to remain vacant or unoccupied for a period of

thirty (30) consecutive days, or in case of the

non-payment of rent, or of the breach of any covenant of

this Lease Agreement, Lessee\'s right to the

possession of the Leased Premises shall terminate

without notice and the Lessor may relet the Leased

Premises.

d\. Right to Relet. If Lessee\'s right to the possession

of the Leased Premises shall be terminated in any

way, the Lessor may relet the Leased Premises for the

remainder of the Term of Lease and may recover from

Lessee any deficiency between the amount so obtained

and the rentals provided by the new tenant.

24\. Miscellaneous Provisions.

a\. Modifications in Lease Agreement. The Lease

Agreement shall not be modified or terminated without

the prior written consent of HUD.

b\. Rules and Regulations. Lessee and Lessee\'s agents,

employees and licensees shall faithfully observe and

strictly comply with such reasonable and uniform

rules and regulations as Lessor may from time to time

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

Appendix 4, page 15 of 18 7/92

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4315.1 REV-1

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adopt. Notice of any rules or regulations shall be

given in writing. If there is any inconsistency

between this Lease Agreement and the rules and

regulations established by the Lessor, this Lease

Agreement shall govern.

a\. Notices. Notices may be served on either party, at

the respective addresses listed in paragraph 1 of

this Lease Agreement, either (1) by delivering or

causing to be delivered a written copy of the notice;

or (2) by sending a written copy of the notice by

certified or registered mail, postage prepaid,

addressed to Lessor or Lessee at their respective

addresses, in which event, the notice shall be deemed

to have been served at the time of mailing.

d\. No Waiver by Lessor. No waiver of any of the terms,

covenants, or conditions imposed or required by this

Lease Agreement and no waiver of any legal or

equitable relief or remedy shall be implied by the

failure of Lessor to assert any right to declare any

forfeiture or for any other reason. No waiver of any

terms, covenants or conditions shall be valid unless

it shall be in writing and signed by the Lessor. No

waiver of any pledge of this Lease Agreement or the

forgiveness or performance of any one or more of the

terms, covenants or conditions may be claimed or

pleaded by Lessee to excuse a subsequent pledge or

failure of performance of any of the terms, covenants

or conditions of this Lease Agreement.

e\. Force Majeure. In the event that either party shall

be delayed or prevented from the performance of any

act required under this Lease Agreement by reason of

strikes, lockouts, inability to procure materials,

failure of power, restrictive governmental laws or

regulations, riots, insurrection, war, explosion,

accident, fire, flood or other catastrophe or any

other reason of a like nature not the fault of the

party delayed in such performance, then such

performance shall be excused for the period of the

delay and the period of the performance of any act

shall be extended for a period equivalent to the

period of such delay. Notwithstanding anything

contained herein to the contrary, under no

circumstances shall Lessee at any time be excused

from the payment of any rent or other sums of money

which may become due under the terms of this Lease

Agreement.

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7/92 Appendix 4, page 16 of 18

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4315.1 REV-1

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f\. Criminal Acts of Third Parties. Lessor shall not be

liable in any manner to Lessee, its agents,

employees, invitees or visitors for any injury caused

by the criminal or intentional misconduct of third

parties or of Lessee, Lessee\'s agents, employees,

invitees or visitors. All claims against Lessor for

any such damage or injury are hereby expressly waived

by Lessee, and Lessee agrees to hold harmless and

indemnify Lessor from all such damages and the

expense of defending all claims made by Lessee\'s

agents, employees, invitees or visitors.

g\. Option to Renew. Lessee, having fully performed all

of its covenants and obligations under this Lease

Agreement, has the right and option to renew this

Lease Agreement for the term specified in paragraph

1.(d.), upon the same terms, covenants and conditions

as provided in this Lease Agreement, provided

however, that Rents shall be increased in accordance

with the following schedule and that Lessor receives

written notice from Lessee of Lessee\'s intent to

renew the Lease Agreement at least six (6) months

prior to the expiration of the Term of Lease. All of

the terms, covenants and conditions of this Lease

Agreement shall remain in full force and effect

during each entire Renewal Term, with the monthly

installment of rents for each Renewal Term as

follows:

Renewal Term Monthly Rent

1\. From \_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \$
\_\_\_\_\_\_\_\_\_\_\_

2\. From \_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \$
\_\_\_\_\_\_\_\_\_\_\_

3\. From \_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \$
\_\_\_\_\_\_\_\_\_\_\_

4\. From \_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \$
\_\_\_\_\_\_\_\_\_\_\_

5\. From \_\_\_\_\_\_\_\_\_\_ to \_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ \$
\_\_\_\_\_\_\_\_\_\_\_

h\. Severability. If any provision of this Lease

Agreement shall to any extent be held by a court of

law to be invalid or unenforceable, the remainder of

this Lease Agreement shall not be affected and each

provision of this Lease Agreement shall be valid and

be enforced to the fullest extent permitted by law.

i\. All covenants, promises, representations, obligations

and agreements contained in this Lease Agreement

shall be binding upon, apply and inure to the benefit

of Lessor and Lessee and their respective heirs,

legal representatives, successors and assigns.

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Appendix 4, page 17 of 18 7/92

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4315.1 REV-1

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IN WITNESS WHEREOF, the parties have executed this Agreement

and have agreed that it shall be effective as of the \_\_\_\_\_\_\_ day

of

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_, 19\_\_\_\_\_\_.

Signed and acknowledged LESSOR:

in the presence of:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

LESSEE:

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_ By:
\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_

7/92 Appendix 4, page 18 of 18