**Exhibit10.23**

OFFICELEASE AGREEMENT

 

between

 

**BLUMENFELD PROPERTIES, LLC**

as “Landlord”

 

and

 

**NEVADA SECURITY BANK, INC.**

**A NEVADA CORPORATION**

as “Tenant”

 

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**BASIC LEASE INFORMATION**

 
| Lease  Date:                             | For  identification purposes only, the date of this Lease is February 20,  2003. |
|------------------------------------------|---------------------------------------------------------------------------------------|
|                                     |                                                                                  |
| Landlord:                                | BLUMENFELD  PROPERTIES, LLC a California Limited Liability Company.                   |
|                                     |                                                                                  |
| Tenant:                                  | NEVADA  SECURITY BANK, INC.                                                           |
|                                     | A  NEVADA CORPORATION                                                                 |
|                                     |                                                                                  |
| Project:                                 | One  Sunrise                                                                          |
|                                     |                                                                                  |
| Building:                                | 2893  Sunrise Blvd.                                                                   |
|                                     |                                                                                  |
| Rentable  Area                           |                                                                                  |
| of  Property:                            | 889  Square Feet                                                                      |
|                                     |                                                                                  |
| Premises:  Floor:                        | Second  Floor                                                                         |
| Suite  Number:                           | 209                                                                                   |
|                                     |                                                                                  |
| Rentable  Area:                          | 45,141  Square Feet                                                                   |
|                                     |                                                                                  |
| Term:                                    | 13  months                                                                            |
|                                     |                                                                                  |
| Scheduled                                |                                                                                  |
| Commencement  Date:                      |                                                                                  | March 15,  2003 |
|                                     |                                                                                  |   |
| Expiration  Date:                        |                                                                                  | March 31,  2004 |
|                                     |                                                                                  |
| Base  Rent:                              | Month  0l/02                                                                          | Free |
|                                     | Months  3-13                                                                          | $1.25  PSF ($1,111.25 per month) |
|                                     |                                                                                  |
| Base  Year:                              | 2003                                                                                  |
|                                     |                                                                                  |
| Tenant’s  Share:                    | 1.97%                                                                                 |
|                                     |                                                                                  |
| Security                                 |                                                                                  |
| Deposit:                                 | (Not  Applicable)                                                                     |
|                                     |                                                                                  |
| Landlord’s  Address                 |                                                                                  |
| for  Payment of Rent:                    |                                                                                  | BLUMENFELD  PROPERTIES, LLC |
|                                     |                                                                                  | C/O  MacLaughlin & Company |
|                                     |                                                                                  | 1401  Shore Street |
|                                     |                                                                                  | West  Sacramento, CA 95691 |
|                                     |                                                                                  |   |
| Business  Hours:                         |                                                                                  | 7:00  A. M. - 6:00 P. M.  -  Monday – Friday |
|                                     |                                                                                  |   |
| Landlord’s  Address                 |                                                                                  |   |
| for  Notices:                            |                                                                                  | BLUMENFELD  PROPERTIES, LLC |
|                                     |                                                                                  | C/O  MacLaughlin & Company |
|                                     |                                                                                  | 1401  Shore Street |
|                                     |                                                                                  | West  Sacramento, CA 95691 |
|                                     |                                                                                  |   |
| Tenant’s  Address                   |                                                                                  |   |
| For  Notices:                            |                                                                                  | Chief  Financial Officer |
|                                     |                                                                                  | Nevada  Security Bank |
|                                     |                                                                                  | 9990  Double “R” Blvd. |
|                                     |                                                                                  | Reno,  NV 89521-5946 |
|                                     |                                                                                  |   |
| Tenant’s  Telephone Number:         |                                                                                  |   |
|                                     |                                                                                  |   |
| Tenant’s  Social Security Number or |
| Tax  Identification Number:              | 88-0488918                                                                            |
|                                     |                                                                                  |   |
| Broker(s):                               |                                                                                  | Maclaughlin  and Company |   |
|                                     |                                                                                  |   |
| Guarantor(s):                            |                                                                                  |   |
|                                     |                                                                                  |   |
| Property  Manager:                       |                                                                                  | John  Barney |
|                                     |                                                                                  |   |
|                                     |                                                                                  | MacLAUGHLIN  AND COMPANY |
|                                     |                                                                                  |   |
| Additional  Provisions:                  |                                                                                  | Addendum  N1, Paragraphs 36-38 (Exhibit E) |
|                                     |
| EXHIBITS:                                |                                                                                  |
|                                     |                                                                                  |
| Exhibit  A:                              | The  Premises                                                                         |
| Exhibit  B:                              | Omitted                                                                               |
| Exhibit  C:                              | Commencement  Date Memorandum                                                         |
| Exhibit  D:                              | Building  Rules                                                                       |
| Exhibit  E:                              | Additional  Provisions                                                                |
|                                          |                                                                                       |  |  |  |

 

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The Basic Lease Information set forth above is part of the Lease andcapitalized terms shall be defined terms in the Lease. In the event of anyconflict between any Basic Lease Information and the Lease, the Lease shallcontrol.

 

LEASE

 

THIS LEASE is made as of the Lease Date set forth in the Basic LeaseInformation, by and between the Landlord identified in the Basic LeaseInformation **(“Landlord”),**and theTenant identified in the Basic Lease Information (“Tenant”). Landlord andTenant hereby agree as follows:

 

I.                                        PREMISES. Landlord hereby leases to Tenant, and Tenanthereby leases from Landlord, upon the terms and subject to the conditions ofthis Lease, the office space identified in the Basic Lease Information (the“Premises”), in the Building identified in the Basic Lease Information (the“Building”). The approximate configuration and location of the Premises areshown on Exhibit A. Landlord and Tenant conclusively agree that therentable area of tire Premises for all purposes under this Lease shall be theRentable Area specified in the Basic Lease Information; if the actual rentablearea of the Premises is ultimately determined to be more or less than thatspecified in the Basic Lease Information, there shall be no adjustment to therent payable under this Lease. The Project identified in the Basic LeaseInformation (the “Project”) includes the Building, the parking facilitiesserving the Building (the “Panting Facility”), and the parcel(s) of land onwhich the Building and the Parking Facility are situated (the **“Land”).**The Building, the Parking Facilityand the Land arc sometimes collectively referred to in this Lease as theProperty.

 

2.                                      TERM, POSSESSION. The term of this Lease (the“Term”) shall commence on the Commencement Date as described below and, unlesssooner terminated, shall expire on the Expiration Date set forth in the BasicLease Information (the **“Expiration Date”).**The“Commencement Date” shall be (a) the date on which Landlord has “SubstantiallyCompleted” Landlord’s construction obligations, if any, with respect to theimprovements (the **“Tenant Improvements”)**tobe constructed and installed in the Premises by Landlord (or, in the event ofany “Tenant Delay,” the date on which Landlord could have done so had therebeen no such “Tenant Delay”), all as provided in the Construction Riderattached as Exhibit B (the “Construction Rider”), and tenderedpossession of the Premises to Tenant; or (b) any earlier date upon whichTenant, with Landlord’s written permission, actually occupies and conductsbusiness in any portion of the Premises. The parties anticipate that theCommencement Date will occur on or about the Scheduled Commencement Date setforth in the Basic Lease Information (the “Scheduled Commencement Date”). Whenthe Commencement Date has been established, Landlord and Tenant shall confirmthe Commencement Date and Expiration Date in writing, using a Commencement DateMemorandum substantially in the form attached hereto as Exhibit C. Asused in this Lease, the first “Lease Year” shall be the period from (andincluding) the Commencement Date through (and including) the last day of thecalendar month in which the first anniversary of the Commencement Date falls,and each period of twelve full consecutive calendar months thereafter shall bea subsequent Lease Year.

 

3.                                      RENT.

 

3.1                                 Base Rent. Tenant agrees to pay to Landlord the Base Rent set forth in the BasicLease Information, without prior notice or demand, on the first day of each andevery calendar month during the Term, except that Base Rent for the first fullcalendar month in which Base Rent is payable shall be paid upon execution ofthis Lease and Base Rent for any partial month at the beginning of the Termshall be paid on the Commencement Date. Base Rent for any partial month at thebeginning or end of the Term shall be prorated based on the actual number ofdays in the month.

 

3.2                                 Additional Rent: Increases in Operating Costsand Taxes.

 

(a)                                  Definitions.

 

(1)**                                ****“Base Operating Costs”**means Operating Costs for the calendar yearspecified as the Base Year in the Basic Lease Information (excluding therefrom,however, any Operating Costs of a nature that would not ordinarily be incurredon an annual, recurring basis).

 

(2)                                 **“Base Taxes”**means Taxes for the calendar year specified asthe Base Year in the Basic Lease Information.

 

(3)                                 “**OperatingCosts**” means all costs of managing, operating, maintaining,repairing and replacing the Property, including all costs, expenditures, feesand charges for: (A) operation, maintenance, repair and replacement of theProperty (including, without limitation, maintenance, repair and replacement ofglass, the roof covering or membrane, and landscaping; provided, however, thatto the extent that the cost of any such replacements are required to becapitalized for federal income tax purposes, the cost of such replacements,together with interest on the unamortized balance at the rate paid by Landlordon funds borrowed to finance such replacements (or, if Landlord finances suchreplacements out of Landlord’s funds without borrowing, the rate that Landlordwould have paid to borrow such funds, as reasonably determined by Landlord],shall be amortized over such useful life as Landlord shall reasonablydetermine); (B) utilities and services (including telecommunications facilitiesand equipment, recycling programs and trash removal), and associated suppliesand materials; (C) compensation (including employment taxes and fringebenefits) for persons who perform duties in connection with the management,operation, maintenance and repair of the Building, such compensation to beappropriately allocated for persons who also perform duties unrelated to theBuilding; (D) property (including coverage for earthquake and flood if carriedby Landlord), liability, rental income and other insurance relating to theProperty, and expenditures for deductible amounts paid under such insurance;(E) licenses, permits and inspections; (F) complying with the requirements ofany law, statute, ordinance or governmental rule or regulation or any orderspursuant thereto (collectively “Laws”); (G) amortization of capitalimprovements required to comply with Laws, or which are intended to reduceOperating Costs or improve the utility, efficiency or capacity of any BuildingSystem, with interest on the unamortized balance at the rate paid by Landlordon funds borrowed to finance such capital improvements (or, if Landlordfinances such improvements out of Landlord’s funds without borrowing, the ratethat Landlord would have paid to borrow such funds, as reasonably determined byLandlord), over such useful life as Landlord shall reasonably determine; (H) anoffice in the Project for the management of the Property, including expenses offurnishing and equipping such office and the rental value of any space occupiedfor such purposes; (1) property management fees (which may be paid to anaffiliate of Landlord), or in lieu of such management fees, a reasonableadministrative fee to compensate Landlord for managing the Property; (J)accounting, legal and other professional services incurred in connection withthe operation of the Property and the calculation of Operating Costs and Taxes;(K) a reasonable allowance for depreciation on machinery and equipment used tomaintain the Property and on other personal property owned by Landlord in theProperty (including window coverings and carpeting in common areas); (L)contesting the validity or applicability of any Laws that may affect theProperty; (M) the Building’s share of any shared or common area maintenancefees and expenses; and (N) any other expense or charge, whether or nothereinbefore described, which in accordance with generally accepted propertymanagement practices would be considered an expense of managing, operating,maintaining, repairing and replacing the Property. Operating Costs for any yearduring which average occupancy of the Building is less than ninety-five percent(95%) shall be calculated based upon tire Operating Costs that would have beenincurred if the Building had an average occupancy of ninety-five percent (95`7)during the entire calendar year.

 

OperatingCosts shall not include (i) capital improvements (except as otherwise providedabove); (ii) costs of special services rendered to individual tenants(including Tenant) for which a special charge is made; (iii) interest andprincipal payments on loans or indebtedness secured by the Building; (iv) costsof leasehold improvements for Tenant or other tenants of the Building; (v)costs of services or other benefits of a type which arc not available to Tenantbut which are available to other tenants or occupants, and costs for whichLandlord is reimbursed by other tenants of the Building other than through paymentof tenants’ shares of increases in Operating Costs and Taxes; (vi) leasingcommissions, attorneys’ fees and other expenses incurred in connection withleasing space in the Building or enforcing such leases; (vii) depreciation oramortization, other than as specifically enumerated in the definition ofOperating Costs above; (viii) costs, fines or penalties incurred due toLandlord’s violation of any Law; (ix) advertising and promotional expenses, (x)nonrecurring costs incurred to remedy structural defects in the originalconstruction of the Building; and 

 

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(xi)repairs or otter work needed due to fire, windstorms, or other casualty orcause actually insured against by Landlord or to the extent the Landlord’sinsurance required under Section 11.2 - Landlord’s Insurance would haveprovided coverage, whichever is greater.

 

(4)                                  “**Taxes**”means: all real property taxes and general, special or district assessments orother governmental impositions, of whatever kind, nature or origin, imposed onor by reason of the ownership or use of the Property; governmental charges,fees or assessments for transit or traffic mitigation (including area-widetraffic improvement assessments and transportation system management fees),housing, police, fire or other governmental service or purported benefits tothe Property; personal property taxes assessed oft the personal property ofLandlord used in the operation of the Property; service payments in lieu oftaxes and taxes and assessments of every kind and nature whatsoever levied orassessed in addition lo, in lieu of or in substitution for existing oradditional real or personal property taxes on the Property or the personalproperty described above; any increases in the foregoing caused by changes inassessed valuation, tax rate or other factors or circumstances; and thereasonable cost of contesting by appropriate proceedings the amount or validityof any taxes, assessments or charges described above. To the extent paid byTenant or other tenants as “Tenant’s Taxes” (as defined in Section 8 -Tenant’s Taxes), “Tenant’s Taxes” shall be excluded from Taxes.

 

(5)                                  “**Tenant’sShare**” means the Rentable Area of the Premises divided by the  totalRentable Area of the Building, as set forth in the Basic Lease Information. Ifthe Rentable Area of the  Building is changed or the Rentable Area ofthe Premises is changed by Tenant’s leasing of additional space  hereunder,Tenant’s Share shall be adjusted accordingly.  

 

(b)                                Additional Rent.

 

(1)                                  Tenant shall pay Landlord as “**Additional Rent**” for each calendar year orportion thereof during the Term Tenant’s Share of the sum of (x) the amount (ifany) by which Operating Costs for the period exceed Base Operating Costs, and(y) the amount (if any) by which Taxes for such period exceed Base Taxes.

 

(2)                                  Prior to the end of the Base Year and eachcalendar year thereafter, Landlord shall notify Tenant of Landlord’s estimateof Operating Costs, Taxes and Tenant’s Additional Rent for the followingcalendar year. Commencing on the first day of January of each calendaryear and continuing on the first day of every month thereafter in such year,Tenant shall pay to Landlord one-twelfth (1/12th) of the estimated AdditionalRent. If Landlord thereafter estimates that Operating Costs or Taxes for suchyear will vary from Landlord’s prior estimate, Landlord may, by notice toTenant, revise the estimate for such year (and Additional Rent shall thereafterbe payable based on the revised estimate).

 

(3)                                  As soon as reasonably practicable after theend of the Base Year and each calendar year thereafter, Landlord shall furnishTenant a statement with respect to such year, showing Operating Costs, Taxesand Additional Rent for the year, and the total payments trade by Tenant withrespect thereto. Unless Tenant raises any objections to Landlord’s statementwithin ninety (90) days after receipt of the same, such statement shallconclusively be deemed correct and Tenant shall have no right thereafter todispute such statement or any item therein or the computation of AdditionalRent based thereon. If Tenant does timely object to such statement, Landlordshall provide Tenant with reasonable verification of the figures shown on thestatement and the parties shall negotiate in good faith to resolve anydisputes. Any objection of Tenant to Landlord’s statement and resolution of anydispute shall not postpone the tithe for payment of any amounts due Temtnt orLandlord based on Landlord’s statement, nor shall any failure of Landlord todeliver Landlord’s statement in a timely manner relieve Tenant of Tenant’sobligation to pay any amounts due Landlord based on Landlord’s statement.

 

(4)                                  If Tenant’s Additional Rent as finallydetermined for the year exceeds the total payments made by Tenant on accountthereof, Tenant shall pay Landlord the deficiency within ten (10) days ofTenant’s receipt of Landlord’s statement. If the total payments made by Tenanton account thereof exceed Tenant’s Additional Rent as finally determined forthe year, Tenant’s excess payment shall be credited toward the rent next duefrom Tenant under this Lease, unless such excess is more than Two Thousand andNo/ IOOths Dollars ($2,000.00) and Tenant is not then in default under thisLease, in which event such excess shall be refunded to Tenant. For any partialcalendar year at the beginning or end of the Term, Additional Rent shall beprorated on the basis of a 365-day year by computing Tenant’s Share of theincreases in Operating Costs and Taxes for the entire year and then proratingsuch amount for the number of days during such year included in the Term.Notwithstanding the termination of this Lease, Landlord shall pay to Tenant orTenant shall pay to Landlord, as the case may be, within ten (10) days afterTenant’s receipt of Landlord’s final statement for the calendar year in whichthis Lease terminates, the difference between Tenant’s Additional Rent for thatyear, as finally determined by Landlord, and tile total amount previously paidby Tenant on account thereof.

 

Iffor any reason Base Taxes or Taxes for any year during the Term are reduced,refunded or otherwise changed, Tenant’s Additional Rent shall be adjustedaccordingly. If Taxes are temporarily reduced as a result of space in theBuilding being leased to a tenant that is entitled to an exemption from propertytaxes or other taxes, then for purposes of determining Additional Rent for eachyear in which Taxes are reduced by any such exemption, Taxes for such yearshall be calculated on the basis of the amount the Taxes for the year wouldhave been in the absence of the exemption. The obligations of Landlord torefund any overpayment of Additional Rent and of Tenant to pay any AdditionalRent not previously paid shall survive the expiration of the Term.Notwithstanding anything to the contrary in this Lease, if there is at any timea decrease in Taxes below the amount of the Taxes for the Base Year, then forpurposes of calculating Additional Rent for the year in which such decreaseoccurs and all subsequent periods, Base Taxes shall be reduced to equal theTaxes for the year in which the decrease occurs.

 

3.3                                 Payment of Rent. All amounts payable or reimbursable byTenant under this Lease, including late charges and interest, shall constituterent and shall be payable and recoverable as rent in the manner provided inthis Lease. Unless otherwise specified in this Lease, all sums payable toLandlord on demand under the terms of this Lease shall be payable within ten(10) days after notice from Landlord of the amounts due. All rent shall be paidwithout offset, recoupment or deduction, in lawful money of the United Statesof America to Landlord at Landlord’s Address for Payment of Rent as set forthin the Basic Lease Information, or to such other person or at such other placeas Landlord may from time to time designate.

 

4.                                        SECURITY DEPOSIT. On execution of this Lease,Tenant shall deposit with Landlord the sum set forth in the Basic LeaseInformation (the “Security Deposit”), in cash, as security for the performanceof Tenant’s obligations under this Lease. Landlord may (but shall have noobligation to) use the Security Deposit or any portion thereof to cure anyEvent of Default under this Lease or to compensate Landlord for any damageLandlord incurs as a result of Tenant’s failure to perform any of Tenant’s obligationshereunder. In such event Tenant shall immediately pay to Landlord an amountsufficient to replenish the Security Deposit to the sum initially depositedwith Landlord. If Tenant is not in default at the expiration or termination ofthis Lease, Landlord shall return to Tenant the Security Deposit or the balancethereof then held by Landlord and not applied as provided above. Landlord maycommingle the Security Deposit with Landlord’s general and other funds, andLandlord shall not be required to pay interest on the Security Deposit. Tenantshall not assign or encumber the Security Deposit without the consent ofLandlord; any attempt to do so shall be void and not binding on Landlord. IfLandlord disposes of its interest in the Premises, Landlord shall deliver orcredit the Security Deposit to Landlord’s successor in interest and thereuponbe relieved of all further responsibility with respect to the Security Deposit.

 

5.                                      USE AND COMPLIANCE WITH LAWS.

 

5.1                                  Use. The Premises shall be used for general businessoffice purposes and for no other use or purpose. Tenant shall comply with allpresent and future Laws relating to Tenant’s use or occupancy of the Premises,and shall make any repairs, alterations or improvements as required to complywith all such Laws to the extent that such Laws relate to or are triggered by(i) Tenant’s particular use of the Premises, (ii) the Tenant Improvements, or(iii) any Alterations. Tenant shall observe the “Building Rules” (as defined inSection 27 - Rules and Regulations). Tenant shall not do, bring, keep orsell anything in or about the Premises that is prohibited by, or that willcause a cancellation of or all increase in the existing 

 

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premium for, any insurance policy covering theProperty or any part thereof. Tenant shall not permit the Premises to beoccupied or used in any manner that will constitute waste or a nuisance, ordisturb the quiet enjoyment of or otherwise annoy other tenants in theBuilding. Without limiting the foregoing, the Premises shall not be used foreducational activities, practice of medicine or any of the healing arts,providing social services, or for any governmental use (including embassy orconsulate use). Tenant shall not, without the prior consent of Landlord, (i)bring into the Building or the Premises anything that may cause substantialnoise, odor or vibration, overload the floors in the Premises or the Buildingor any of the heating, ventilating and air-conditioning (the “11VAC”),mechanical, elevator, plumbing, electrical, fire protection, life safety,security or other systems in the Building (the **“Building Systems”),**or jeopardize the structural integrity ofthe Building or any part thereof; (ii) connect to the utility systems of theBuilding any apparatus, machinery or other equipment other than typical officeequipment; or (iii) connect (directly, or indirectly through use ofintermediate devices, electrified strip molding, or otherwise) to anyelectrical circuit in the Premises any equipment or other load with aggregateconnected load requirements in excess of 20 amps.

 

5.2                                 Hazardous Materials.

 

(a)                                  Use of Hazardous Materials. Tenant shall not cause or permit anyHazardous Materials, as defined below, to be generated, brought onto, used,stored, or disposed of in or about the Premises or the Project by Tenant or itsagents, employees, contractors, subtenants, assignees, licensees, transfereesor **representatives (collectively,“Representatives”) or its**guests, customers, or visitors(collectively, “Visitors”) except for reasonable quantities of substances thatare normally associated with general office duties (such as copier fluids andcleaning supplies) or which are otherwise approved by Landlord. Tenant shalluse, store, and dispose of al! such Hazardous Materials in strict compliancewith all Environmental Requirements (as defined below), and shall comply at alltimes during the Lease Term with all Environmental Requirements.

 

(b)                                 Definitions. **“Hazardous Materials”**shallmean any substance: (A) that now or in the future is regulated or governed by,requires investigation or remediation tinder, or is defined as a hazardouswaste, hazardous substance, pollutant or contaminant under any governmentalstatute, code, ordinance, regulation, rule or order, and any amendment thereto,including for example only the Comprehensive Environmental ResponseCompensation and Liability Act, 42 U.S.C. §9601 et seq., and the ResourceConservation and Recovery Act, 42 U.S.C. §6901 et seq., or (B) that is toxic,explosive, corrosive, flammable, radioactive, carcinogenic, dangerous orotherwise hazardous, including gasoline, diesel fuel, petroleum hydrocarbons,polychlorinated biphenyls (PCBs), asbestos, radon and urea formaldehyde foaminsulation. **“Environmental Requirements”**shallmean all present and future Laws, orders, permits, licenses, approvals,authorizations and other requirements of any kind applicable to HazardousMaterials.

 

6.                                      ALTERATIONS.

 

6.1                                  Tenant shall not make any alterations,improvements or changes to the Premises (including installation of any securitysystem or telephone or data communication wiring), other than the TenantImprovements (the**“Alterations”),**withoutLandlord’s prior written consent. Landlord may withhold its consent to suchAlterations in its sole discretion if the proposed Alterations would adverselyaffect the structure or safety of the Building or its electrical, plumbing,HVAC, mechanical or safety systems, or if such proposed Alterations wouldcreate an obligation on Landlord’s part to make modifications to the Building(in order, for example, to comply with laws such as the ADA mandating Buildingaccessibility for persons with disabilities); in all other circumstances,Landlord agrees not to unreasonably withhold or delay its consent to proposedAlterations. Any such Alterations shall be completed by Tenant at Tenant’s solecost and expense: (i) with due diligence, in a good and workmanlike manner,using new materials; (ii) in compliance with plans and specifications approvedby Landlord; (iii) in compliance with the construction rules and regulationspromulgated by Landlord from time to time; (iv) in accordance with allapplicable Laws (including all work, whether structural or non-structural,inside or outside the Premises, required to comply fully with all applicableLaws and necessitated by Tenant’s work); and (v) subject to all conditionswhich Landlord may in Landlord’s discretion impose. Such conditions may includerequirements for Tenant to: (i) provide payment or performance bonds oradditional insurance (from Tenant or Tenant’s contractors, subcontractors ordesign professionals); (ii) use contractors or subcontractors designated byLandlord; and (iii) remove all or part of the Alterations prior to or uponexpiration or termination of the Term, as designated by Landlord. If any workoutside the Premises, or any work on or adjustment to any of the BuildingSystems, is required in connection with or as a result of Tenant’s work, suchwork shall be performed at Tenant’s expense by contractors designated by Landlord.Landlord’s right to review and approve (or withhold approval of) Tenant’splans, drawings, specifications, contractor(s) and other aspects ofconstruction work proposed by Tenant is intended solely to protect Landlord,the Property and Landlord’s interests. No approval or consent by Landlord shallbe deemed or construed to be a representation or warranty by Landlord as to theadequacy, sufficiency, fitness or suitability thereof or compliance thereofwith applicable Laws or other requirements. Except as otherwise provided inLandlord’s consent, all Alterations shall upon installation become part of therealty and be the property of Landlord.

 

6.2                                Before making any Alterations, Tenant shallsubmit to Landlord for Landlord’s prior approval reasonably detailed finalplans and specifications prepared by a licensed architect or engineer, a copyof the construction contract, including the name of the contractor and allsubcontractors proposed by Tenant to make the Alterations and a copy of thecontractor’s license. Tenant shall reimburse Landlord upon demand for anyexpenses reasonably incurred by Landlord in connection with any Alterationsmade by Tenant, including reasonable fees charged by Landlord’s contractors orconsultants to review plans and specifications prepared by Tenant and to updatethe existing as-built plans and specifications of the Building to reflect theAlterations. Tenant shall obtain all applicable permits, authorizations andgovernmental approvals and deliver copies of the same to Landlord beforecommencement of any Alterations.

 

6.3                                Tenant shall keep the Premises and theProperty free and clear of all liens arising out of any work performed,materials furnished or obligations incurred by Tenant. If any such lienattaches to the Premises or the Property, and Tenant does not cause the same tobe released by payment, bonding or otherwise within ten (10) days after theattachment thereof, Landlord shall have the right but not the obligation tocause the same to be released, and any sums expended by Landlord in connectiontherewith shall be payable by Tenant on demand with interest thereon from thedate of expenditure by Landlord at the Interest Rate (as defined inSection 16.2 -Interest). Tenant shall give Landlord at least ten (10)days’ notice prior to the commencement of any Alterations and cooperate withLandlord in posting and maintaining notices of non-responsibility in connectiontherewith.

 

6.4                                Subject to the provisions of Section 5 -Use and Compliance with Laws and the foregoing provisions of this Section,Tenant may install and maintain furnishings, equipment, movable partitions,business equipment and other trade **fixtures(the “Trade Fixtures”) in the**Premises, provided that the TradeFixtures do not become an integral part of the Premises or the Building. Tenantshall promptly repair any damage to the Premises or the Building caused by anyinstallation or removal of such Trade Fixtures.

 

7.                                      MAINTENANCE AND REPAIRS.

 

7.1                                By taking possession of the Premises Tenantagrees that the Premises are then in a good and tenantable condition. Duringthe Term, Tenant at Tenant’s expense but under the direction of Landlord, shallrepair and maintain the Premises, including the interior walls, floorcoverings, ceiling (ceiling tiles and grid), Tenant Improvements, Alterations,tire extinguishers, outlets and fixtures, and any appliances (includingdishwashers, hot water beaters and garbage disposers) in the Premises, in afirst class condition, and keep the Premises in a clean, safe and orderlycondition.

 

7.2                                Landlord shall maintain or cause to bemaintained in reasonably good order, condition and repair, the structuralportions of the roof, foundations, floors and exterior walls of the Building,the Building Systems, and the public and common areas of the Property, such aselevators, stairs, corridors and restrooms; provided, however, that Tenantshall pay the cost of repairs for damage occasioned by Tenant’s use of thePremises or the Property or any act or omission of Tenant or Tenant’sRepresentatives or Visitors. Landlord shall be under no obligation to inspect 

 

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the Premises. Tenant shall promptly report inwriting to Landlord any defective condition known to Tenant, which Landlord isrequired to repair. As a material part of the consideration for this Lease,Tenant hereby waives any benefits of any applicable existing or future Law,including the provisions of California Civil Code Sections 1932(1), 1941 and1942, that allows a tenant to make repairs at its landlord’s expense.

 

7.3                                Landlordhereby reserves the right, at any time and from time to time, without liabilityto Tenant, and without constituting an eviction, constructive or otherwise, orentitling Tenant to any abatement of rent or to terminate this Lease orotherwise releasing Tenant from any of Tenant’s obligations under this Lease:

 

(a)                                   To make alterations, additions, repairs,improvements to or in or to decrease the size of area of, all or any part ofthe Building, the fixtures and equipment therein, and the Building Systems;

 

(b)                                 To change the Building’s name or streetaddress;

 

(c)                                  To install and maintain any and all signs onthe exterior and interior of the Building;

 

(d)                                  To reduce, increase, enclose or otherwisechange at any time and from time to time the size, number, location, lay-outand nature of the common areas and other tenancies and premises in the Propertyand to create additional rentable areas through use or enclosure of commonareas; and

 

(e)                                   If any governmental authority promulgates orrevises any Law or imposes mandatory or voluntary controls or guidelines onLandlord or the Property relating to the use or conservation of energy orutilities or the reduction of automobile or other emissions or reduction ormanagement of traffic or parking on the Property (collectively “Controls”), tocomply with such Controls, whether mandatory or voluntary, or make anyalterations to the Property related thereto.

 

8.                                       TENANT’S TAXES. **“Tenant’s Taxes”**shall mean (a) all taxes, assessments,license fees and other governmental charges or impositions levied or assessedagainst or with respect to Tenant’s personal property or Trade Fixtures in thePremises, whether any such imposition is levied directly against Tenant orlevied against Landlord or the Property, (b) all rental, excise, sales ortransaction privilege taxes arising out of this Lease (excluding, however,state and federal personal or corporate income taxes measured by the income ofLandlord from all sources) imposed by any taxing authority upon Landlord orupon Landlord’s receipt of any rent payable by Tenant pursuant to the terms ofthis Lease (the **“Rental Tax”),**and(c) any increase in Taxes attributable to inclusion of a value placed onTenant’s personal property, Trade Fixtures or Alterations. Tenant shall pay anyRental Tax to Landlord in addition to and at the same tithe as Base Rent ispayable under this Lease, and shall pay all other Tenant’s Taxes beforedelinquency (and, at Landlord’s request, shall furnish Landlord satisfactoryevidence thereof). If Landlord pays Tenant’s Taxes or any portion thereof,Tenant shall reimburse Landlord upon demand for the amount of such payment,together with interest at the Interest Rate from the date of Landlord’s paymentto the date of Tenant’s reimbursement.

 

9.                                       UTILITIES AND SERVICES.

 

9.1                                 Description of Services. Landlord shall furnish to the Premisesreasonable amounts of electricity, water, heat and air-conditioning, andjanitorial service. Landlord shall also furnish normal fluorescent tubereplacement, window washing, elevator service, and common area toilet roomsupplies. Landlord shall furnish heat, ventilation and air-conditioning duringthe Business Hours specified in the Basic Lease Information (“Business Hours”).As used in this Lease, the term “Business Days” means weekdays except publicholidays. Any additional utilities or services that Landlord may agree toprovide (including lamp or tube replacement for other than Building Standardlighting fixtures) shall be at Tenant’s sole expense.

 

9.2                                 Payment for Additional Utilities and Services.

 

(a)                                  Upon request by Tenant in accordance with theprocedures established by Landlord from time to time for furnishing I-IVACservice at times other than Business Hours on Business Days, Landlord shallfurnish such service to Tenant and Tenant shall pay for such services on anhourly basis at the then prevailing rate established for the Building byLandlord.

 

(b)                                 Ifthe temperature otherwise maintained in arty portion of the Premises by theHVAC systems of the Building is affected as a result of (i) any lights,machines or equipment used by Tenant in the Premises, or (ii) the occupancy ofthe Premises by more than one person per 150 square feet of rentable area, thenLandlord shall have the right to install any machinery or equipment reasonablynecessary to restore the temperature, including modifications to the standardair-conditioning equipment. The cost of any such equipment and modifications,including the cost of installation and any additional cost of operation andmaintenance of the same, shall be paid by Tenant to Landlord upon demand,

 

(c)                                  If Tenant’s usage of electricity exceeds theBuilding’s standard electrical usage, Landlord may determine the amount of suchexcess use by any reasonable means (including the installation at Landlord’s requestbut at Tenant’s expense of a separate meter or other measuring device) andcharge Tenant for the cost of such excess usage. In addition, Landlord mayimpose a reasonable charge for the use of any additional or unusual janitorialservices required by Tenant because of any unusual Tenant Improvements orAlterations, the carelessness of Tenant or the nature of Tenant’s business(including hours of operation).

 

9.3                                 Interruption of Services. In the event of an interruption in orfailure or inability to provide any services or utilities to the Premises orBuilding for any reason (a **“ServiceFailure”),**such Service Failure shall not, regardless of itsduration, impose upon Landlord any liability whatsoever, constitute an evictionof Tenant, constructive or otherwise, entitle Tenant to an abatement of rent orto terminate this Lease or otherwise release Tenant from any of Tenant’sobligations under this Lease. Tenant hereby waives any benefits of anyapplicable existing or future Law, including the provisions of California CivilCode Section 19320), permitting the termination of this Lease due to suchinterruption, failure or inability.

 

10.                                 EXCULPATION AND INDEMNIFICATION.

 

10.1                           Landlord shall not be liable to Tenant for anyloss, injury or other damage to any person or property (including Tenant orTenant’s property) in or about the Premises or the Property from any cause(including defects in the Property or in any equipment in the Property; fire,explosion or other casualty; bursting, rupture, leakage or overflow of anyplumbing or other pipes or lines, sprinklers, tanks, drains, drinking fountainsor washstands in, above, or about the Premises or the Property; or acts ofother tenants in the Property). Tenant hereby waives all claims againstLandlord for such damage and the cost anti expense of defending against claimsrelating to such damage, except that Landlord shall indemnify, defend and holdTenant harmless from and against any claims, actions, liabilities, damages,costs or expenses, including reasonable attorneys’ fees and costs incurred indefending against the same (the “Claims”) for such damages, to the extent thesame are caused by the willful or negligent acts or omissions of Landlord orits authorized representatives. In no event, however, shall Landlord be liableto Tenant for any punitive or consequential damages or damages for loss ofbusiness by Tenant.

 

10.2                           Tenant shall indemnify, defend and holdLandlord harmless from and against Claims arising from (a) the acts oromissions of Tenant or Tenant’s Representatives or Visitors in or about theProperty, or (b) any construction or other work undertaken by Tenant on thePremises (including any design defects), or (c) any breach or default underthis Lease by Tenant, or (d) any accident, injury or damage, howsoever and by 

 

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whomsoever caused, to any person or property,occurring in or about the Premises during the Term; excepting only such Claimsfor any accident, injury or damage to the extent they are caused by thenegligent or willful acts or omissions of Landlord or its authorizedrepresentatives.

 

10.3                           The obligations of the parties under this Section 10 shall survivethe expiration or termination of this Lease.

 

11.                                 INSURANCE.

 

11.1                           Tenant’s Insurance.

 

(a)                                  Tenant shall maintain in full force throughoutthe Term, commercial general liability insurance providing coverage on anoccurrence form basis with limits of not less than One Million anti No/100thsDollars ($1,000,000.00) each occurrence for bodily injury and property damagecombined, One Million and No/100ths Dollars ($1,000,000.00) annul generalaggregate, and One Million and No/100ths Dollars ($1,000,000.00) products andcompleted operations annual aggregate. Tenant’s liability insurance policy orpolicies shall: (i) include premises and operations liability coverage,products and completed operations liability coverage, broad form propertydamage coverage including completed operations, blanket contractual liabilitycoverage including, to the maximum extent possible, coverage for the indemnificationobligations of Tenant under this Lease, and personal and advertising injurycoverage; (ii) provide that the insurance company has the duty to defend allinsureds under the policy; (iii) provide that defense costs are paid inaddition to and do not deplete any of the policy limits; (iv) cover liabilitiesarising out of or incurred in connection with Tenant’s use or occupancy of thePremises or the Property; and (v) extend coverage to cover liability for theactions of Tenant’s Representatives and Visitors.

 

(b)                                 Tenant shall at all times maintain in effectwith respect to any Alterations and Tenant’s Trade Fixtures and personalproperty, commercial property insurance providing coverage, at a minimum, for“broad form” perils, to the extent of eighty percent (80%) of the fullreplacement cost of covered property. Tenant may carry such insurance under ablanket policy, provided that such policy provides equivalent coverage to aseparate policy. During the Term, the proceeds from any such policies ofinsurance shall be used For the repair or replacement of the Alterations, TradeFixtures and personal property so insured. Landlord shall be provided coverageunder such insurance to the extent of its insurable interest and, if requestedby Landlord, both Landlord and Tenant shall sign all documents reasonablynecessary or proper in connection with the settlement of any claim or lossunder such insurance. Landlord will have no obligation to carry insurance onany Alterations or on Tenant’s Trade Fixtures or personal property.

 

(c)                                  Each policy of insurance required under thisSection shall: (i) be in a form, and written by an insurer, reasonablyacceptable to Landlord, (ii) be maintained al Tenant’s sole cost and expense,and (iii) require at least thirty (30) (lays’ written notice to Landlord priorto any cancellation, nonrenewal or modification of insurance coverage.Insurance companies issuing such policies shall have rating classifications of“A” or better and financial size category ratings of “VII” or better accordingto the latest edition of the A.M. Best Key Rating Guide. All insurancecompanies issuing such policies shall be licensed to do business in the statewhere tile Property is located. Any deductible amount under such insuranceshall not exceed Five Thousand and No/ 100ths Dollars ($5,000.00). Tenant shallprovide to Landlord, upon request, evidence that the insurance required to becarried by Tenant pursuant to this Section, including any endorsement effectingthe additional insured status, is in full force and effect and that premiumstherefore have been paid.

 

(d)                                 Tenant shall increase the amounts of insuranceas required by any Mortgagee, and, not more frequently than once every three(3) years, as recommended by Landlord’s insurance broker, if, in the opinion ofeither of them, the amount of insurance then required under this Lease is notadequate. Any limits set forth in this Lease on the amount or type or coveragerequired by Tenant’s insurance shall not limit the liability of Tenant under thisLease.

 

(e)                                  Each policy of liability insurance required bythis Section shall: (i) contain a cross liability endorsement orseparation of insureds clause; (ii) provide that any waiver of subrogationrights or release prior to a loss does not void coverage; (iii) provide that itis primary to and not contributing with, any policy of insurance carried byLandlord covering the same loss; (iv) provide that any failure to comply withthe reporting provisions shall not affect coverage provided to Landlord, itspartners, property managers and Mortgagees; and (v) name Landlord, itspartners, the Property Manager identified in the Basic Lease Information (the **“Properly Manager”),**and such other partiesin interest as Landlord may from time to time reasonably designate to Tenant inwriting, as additional insureds. Such additional insureds shall be provided thesame extent of coverage as provided to Tenant under such policies. Allendorsements effecting such additional insured status shall be acceptable toLandlord and shall be at least as broad as additional insured endorsement formnumber CG 20 11 11 85 promulgated by the Insurance Services office.

 

(f)                                    Prior to occupancy of the Premises by Tenant,and not less than thirty (30) days prior to expiration of any policythereafter, Tenant shall furnish to Landlord a certificate of insurancereflecting that the insurance required by this Section is in force,accompanied by an endorsement showing the required additional insuredssatisfactory to Owner in substance and form. Notwithstanding the requirementsof this paragraph, Tenant shall at Landlord’s request provide to Landlord acertified copy of each insurance policy required to be in force at any timepursuant to the requirements of this Lease or its Exhibits.

 

11.2                          Landlord’s Insurance. During the Term, Landlord shall maintain ineffect insurance on the Building against “broad form” perils (to the extentsuch coverages are available), with responsible insurers, insuring the Buildingand the Tenant Improvements in an amount equal to at least eighty percent (80%)of the replacement cost thereof, excluding land, foundations, footings andunderground installations. Landlord may, but shall not be obligated to, carryinsurance against additional perils and/or in greater amounts.

 

11.3                          Property Insurance - Waiver of Subrogation. Landlord and Tenant each hereby waive anyright of recovery against the other and the partners, members, shareholders,officers, directors and authorized representatives of the other for any loss ordamage that is covered by any policy of property insurance maintained by eitherparty (or required by this Lease to be maintained) with respect to the Premisesor the Property or any operation therein. If any such policy of insurancerelating to this Lease or to the Premises or the Property does not permit theforegoing waiver or if the coverage under any such policy would be invalidatedas a result of such waiver, the party maintaining such policy shall obtain fromthe insurer under such policy a waiver of all right of recovery by way ofsubrogation against either party in connection with any claim, loss or damagecovered by such policy.

 

12.                               DAMAGE OR DESTRUCTION.

 

12.1                         Landlord’s Duty to Repair.

 

(a)                                  If all or a substantial part of the Premisesare rendered untenantable or inaccessible by damage to all or any part of theProperty from fire or other casualty then, unless either party is entitled toand elects to terminate this Lease pursuant to Sections 12.2 - Landlord’s Rightto Terminate and 12.3 - Tenant’s Right to Terminate, Landlord shall, at itsexpense, use reasonable efforts to repair and restore the Premises and/or theProperty, as the case may be, to substantially their former condition to theextent permitted by then applicable Laws; provided, however, that in no eventshall Landlord have any obligation for repair or restoration beyond the extentof insurance proceeds received by Landlord for such repair or restoration, orfor any of Tenant’s personal property, Trade Fixtures or Alterations.

 

(b)                                 If Landlord is required or elects to repairdamage to the Premises and/or the Property, this Lease shall continue ineffect, but Tenant’s Base Rent and Additional Rent from the date of thecasualty through the date of substantial completion of the repair shall beabated with regard to any portion of the Premises that Tenant is prevented fromusing by reason of such damage or its repair. In no event shall 

 

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Landlord be liable to Tenant by reason of anyinjury to or interference with Tenant’s business or property arising from fireor other casualty or by reason of any repairs to any part of the Propertynecessitated by such casualty.

 

12.2                       Landlord’s Right to Terminate. Landlord may elect to terminate this Lease following damage by fire orother casualty under the following circumstances:

 

(a)                                  If, in the reasonable judgment of Landlord,the Premises and the Property cannot be substantially repaired and restoredunder applicable Laws within one (1) year from the date of the casualty;

 

(b)If, in the reasonable judgment of Landlord, adequate proceeds are not, for anyreason, made available to Landlord from Landlord’s insurance policies (and/orfrom Landlord’s funds made available for such purpose, at Landlord’s soleoption) to make the required repairs;

 

(c)                                  If the Building is damaged or destroyed to theextent that, in the reasonable judgment of Landlord, the cost to repair andrestore the Building would exceed twenty-five percent (25 %) of the fullreplacement cost of the Building, whether or not the Premises are at alldamaged or destroyed; or

 

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(d)                                 If the fire or other casualty occurs duringdie last year of the Term.

 

Ifany of the circumstances described in subparagraphs (a), (b), (c) or (d) ofthis Section 12.2 occur or arise, Landlord shall notify Tenant in writingof that fact within one hundred and twenty (120) days after the date of thecasualty and in such notice Landlord shall also advise Tenant whether Landlordhas elected to terminate this Lease as provided above.

 

12.3                         Tenant’s Right to Terminate. If all or a substantial part of the Premisesare rendered untenantable or inaccessible by damage to all or any part of theProperty from fire or other casualty, then Tenant may elect to terminate thisLease under the following circumstances:

 

(a)                                  Where Landlord fails to commence the requiredrepair within one hundred and twenty (720) days after the date of the casualty,in which event Tenant may elect to terminate this Lease upon notice to Landlordgiven within ten (10) days after such one hundred and twenty (120)-day period.;or

 

(b)                                 In the circumstance described inSubsection 12.2(x) above; in which event Tenant may elect to terminatethis Lease by giving Landlord notice of such election to terminate withinthirty (30) days after Landlord’s notice to Tenant pursuant toSection 12.2 - Landlord’s Right to Terminate.

 

12.4                           Waiver.Landlord and Tenant each hereby waive the provisions of California Civil CodeSections 1932(2), 1933(4) and any other applicable existing or future Lawpermitting the termination of a lease agreement in the event of damage ordestruction under arty circumstances other than as provided in Sections 12.2 -Landlord’s Right to Terminate and 12.3 - Tenant’s Right to Terminate.

 

13.                               CONDEMNATION.

 

13.1                         Definitions.

 

(a)                                  “Award” shall mean all compensation, sums, oranything of value awarded, paid or received on a total or partial Condemnation.

 

(b)                                 “Condemnation” shall mean (i) a permanenttaking (or a temporary taking for a period extending beyond the end of theTerm) pursuant to the exercise of the power of condemnation or eminent domainby any public or quasi-public authority, private corporation or individualhaving such power (“Condemnor”), whether by legal proceedings or otherwise, or(ii) a voluntary sale or transfer by Landlord to any such authority, eitherunder threat of condemnation or while legal proceedings for condemnation arepending.

 

(c)                                  **“Date of Condemnation”**shall mean the earlier of the date that titleto the property taken is vested in the Condemnor or the date the Condemnor hasthe right to possession of the property being condemned.

 

13.2                         Effect on Lease.

 

(a)                                  If the Premises are totally taken byCondemnation, this Lease shall terminate as of the Date of Condemnation. If aportion but not all of the Premises is taken by Condemnation, this Lease shallremain in effect; provided, however, that if the portion of the Premisesremaining after the Condemnation will be unsuitable for Tenant’s continued use,then upon notice to Landlord within thirty (30) days after Landlord notifiesTenant of the Condemnation, Tenant may terminate this Lease effective as of theDate of Condemnation.

 

(b)                                 If twenty-five percent (25%”) or more of theLand or of the Parking Facility or of the floor area in the Building is takenby Condemnation, or if as a result of any Condemnation the Building is nolonger reasonably suitable for use as an office building, whether or not anyportion of the Premises is taken, Landlord may elect to terminate this Lease,effective as of the Date of Condemnation, by notice to Tenant within thirty(30) days after the Date of Condemnation.

 

(c)                                  If all or a portion of the Premises istemporarily taken by a Condemnor for a period not extending beyond the end ofthe Term, this Lease shall remain in full force and effect.

 

13.3                         Restoration. If this 1-ease is not terminated as provided in Section 13.2 -Effect on Lease, Landlord, at its expense, shall diligently proceed to repairand restore the Premises to substantially its former condition (to the extentpermitted by then applicable Laws) and/or repair and restore the Building to anarchitecturally complete office building provided, however, that Landlord’sobligations to so repair and restore shall be limited to the amount of anyAward received by Landlord and not required to be paid to any Mortgagee (asdefined in Section 20.2 below). In no event shall Landlord have anyobligation to repair or replace any improvements in the Premises beyond theamount of any Award received by Landlord for such repair or to repair or replaceany of Tenant’s personal property, Trade Fixtures, or Alterations.

 

13.4                         Abatement and Reduction of Rent. If any portion of the Premises is taken in aCondemnation or is rendered permanently untenantable by repairs necessitated bythe Condemnation, and this Lease is not terminated, the Base Rent andAdditional Rent payable under this Lease shall be proportionally reduced as ofthe Date of Condemnation based upon the percentage of rentable square feet inthe Premises so taken or rendered permanently untenantable. In addition, ifthis Lease remains in effect following a Condemnation and Landlord proceeds torepair and restore the Premises, the Base Rent and Additional Rent payableunder this Lease shall be abated during the period of such repair orrestoration to the extent such repairs prevent Tenant’s use of the Premises.

 

13.5                         Awards. Any Award made shall be paid to Landlord, and Tenant hereby assigns toLandlord, and waives all interest in or claim to, any such Award, including anyclaim for the value of the unexpired Term; provided, however, that Tenant shallbe entitled to receive, or to prosecute a separate claim for, an Award for atemporary taking of the Premises or a portion thereof by a Condemnor where thisLease is not terminated (to the extent such Award relates to the unexpiredTerm), or an Award or portion thereof separately designated for relocationexpenses or the interruption of or damage to Tenant’s business or ascompensation for Tenant’s personal property, Trade Fixtures or Alterations.

 

13.6                         Waiver. Landlord and Tenant each hereby waive the provisions of CaliforniaCode of Civil Procedure Section 1265.130 and any other applicable existingor future Law allowing either party to petition for a termination of this Leaseupon a partial taking of the Premises and/or the Property.

 

14.                               ASSIGNMENT AND SUBLETTING.

 

14.1                         Landlord’s Consent Required. Tenant shall not assign, mortgage, pledge,hypothecate or encumber this Lease or any interest therein, or sublet orlicense or permit the use or occupancy of the Premises or any part thereof byor for the benefit of anyone other than Tenant, or in any other manner transferall or any part of Tenant’s interests under this Lease (each anti all a **“Transfer”),**without the prior writtenconsent of Landlord, which (subject to the other provisions of thisSection 14) shall not be unreasonably withheld. If Tenant is a businessentity, any direct or indirect transfer of fifty percent (50%) or more of theownership interest of the entity (whether in a single transaction or in theaggregate through more than one transaction) shall be deemed a Transfer.Notwithstanding any provision in this Lease to the contrary, Tenant shall notmortgage, pledge, hypothecate or otherwise encumber all or any portion ofTenant’s interest under this Lease.

 

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14.2                                                   Reasonable Consent.

 

(a)                                  If Tenant complies with the followingconditions, Landlord shall not unreasonably withhold its consent to thesubletting of the Premises or any portion thereof or the assignment of thisLease. Prior to any proposed Transfer, Tenant shall submit in writing toLandlord (i) the name and legal composition of the proposed assignee,subtenant, user or other transferee (each a “Transferee”); (ii) the nature ofthe business proposed to be carried on in the Premises; (iii) a current balancesheet, income statements for the last two years and such other reasonablefinancial anti other information concerning the proposed Transferee as Landlordmay request; and (iv) a copy of the proposed assignment, sublease or other agreementgoverning the proposed Transfer. Within fifteen (15) Business Days afterLandlord receives all such information it shall notify Tenant whether itapproves or disapproves such Transfer or if it elects to proceed underSection 14.7 - Landlord’s Right to Space.

 

(b)                                 The parties hereto agree and acknowledge that,among other circumstances for which Landlord could reasonably withhold consentto a proposed Transfer, it shall be reasonable for Landlord to withhold consentwhere (i) the proposed Transferee does not intend itself to occupy the entireportion of the Premises assigned or sublet, (ii) Landlord reasonablydisapproves of the Transferee’s business operating ability or history,reputation or creditworthiness or the character of the business to be conductedby the Transferee at the Premises, (iii) the Transferee is a governmentalagency or unit or an existing tenant in the Project, (iv) the proposed Transferwould violate any “exclusive” rights of any tenants in the Project, (v) therental anti other consideration payable by the Transferee is less than thatcurrently being paid by tenants under new leases of comparable space in theBuilding, or (vi) Landlord otherwise determines that the proposed Transferwould have the effect of decreasing the value of the Building or increasing theexpenses associated with operating, maintaining and repairing the Property. Inno event may Tenant publicly offer or advertise all or any portion of thePremises for assignment or sublease at a rental less than that then sought byLandlord for a direct lease (non-sublease) of comparable space in the Project.

 

14.3                           Excess Consideration. If Landlord consents to the assignment orsublease, Landlord shall be entitled to receive as additional Rent hereunder anamount equal to seventy-five percent (75 %) of the amount (if any) by which thetotal value of (x) any consideration paid by the Transferee for the assignmentor sublease and, in the case of a sublease, the excess of the rent and otherconsideration payable by the subtenant over the amount of Base Rent andAdditional Rent payable hereunder applicable to the subleased space, exceeds(y) the reasonable direct, out-of-pocket costs (such as, but not necessarilylimited to, reasonable brokerage commissions, tenant improvement costs,attorneys’ fees, and other cash concessions as may be typical, reasonable andappropriate under then prevailing market conditions) actually and necessarilypaid by Tenant to third parties not affiliated with Tenant to procure theassignment or sublease.

 

14.4                           No Release Of Tenant. No consent by Landlord to any Transfer shallrelieve Tenant of any obligation to be performed by Tenant under this Lease,whether occurring before or after such consent, assignment, subletting or otherTransfer. Each Transferee shall be jointly anti severally liable with Tenant(and **Tenant**shall be jointly andseverally liable with each Transferee) for the payment of rent (or, in the caseof a sublease, rent in the amount set forth in the sublease) and for theperformance of all other terms and provisions of this Lease. The consent byLandlord to any Transfer shall not relieve Tenant or any such Transferee fromthe obligation to obtain Landlord’s express prior written consent to anysubsequent Transfer by Tenant or any Transferee. The acceptance of rent byLandlord from any other person shall not be deemed to be a waiver by Landlordof any provision of this Lease or to be a consent to any Transfer.

 

14.5                           Expenses and Attorneys’ Fees. Tenant shall pay to Landlord on demand allcosts and expenses **(including reasonable**attorneys’fees) incurred by Landlord in connection with reviewing or consenting to anyproposed Transfer (including any request for consent to, or any waiver ofLandlord’s rights in connection with, any security interest ht any of Tenant’sproperty at the Premises).

 

14.6                           Effectiveness of Transfer. Prior to the date on which any permittedTransfer (whether or not requiring Landlord’s consent) becomes effective,Tenant shall deliver to Landlord a counterpart of the fully executed Transferdocument and Landlord’s standard form of Consent to Assignment or Consent toSublease executed by Tenant and the Transferee in which each of Tenant and theTransferee confirms its obligations pursuant to this Lease. Failure or refusalof a Transferee to execute any such instrument shall not release or dischargethe Transferee from liability as provided herein. The voluntary, involuntary orother surrender of this Lease by Tenant, or a mutual cancellation by Landlordand Tenant, shall not work a merger, and any such surrender or cancellationshall, at the option of Landlord, either terminate all or any existingsubleases or operate as an assignment to Landlord of any or all of suchsubleases.

 

14.7                           Landlord’s Right to Space. Notwithstanding any of the above provisionsof this Section to the contrary, if Tenant notifies Landlord that itdesires to enter into a Transfer, Landlord, in lieu of consenting to suchTransfer, may elect (x) in the case of an assignment or a sublease of the entirePremises, to terminate this Lease, or (y) in the case of a sublease of lessthan the entire Premises, to terminate this Lease as it relates to the spaceproposed to be subleased by Tenant. In such event, this Lease will terminate(or the space proposed to be subleased will be removed from the Premisessubject to this Lease and die Base Rent and Tenant’s Share under this Leaseshall be proportionately reduced) on the date the Transfer was proposed to beeffective, and Landlord may lease such space to any party, including tileprospective Transferee identified by Tenant.

 

14.8                           Assignment of Sublease Rents. Tenant hereby absolutely and irrevocablyassigns to Landlord any and all rights to receive rent and other considerationfrom any sublease and agrees that Landlord, as assignee or as attorney-in-factfor Tenant for purposes hereof, or a receiver for Tenant appointed onLandlord’s application may (but shall not be obligated to) collect such rentsand other consideration and apply the same toward Tenant’s obligations toLandlord under this Lease; provided, however, that Landlord grants to Tenant atall times prior to occurrence of any breach or default by Tenant a revocablelicense to collect such rents (which license shall automatically and withoutnotice be and be deemed to have been revoked and terminated immediately uponany Event of Default).

 

14.9                           Transfer to Affiliate. Tenant may assign this Lease or sublet thePremises or any portion thereof, without Landlord’s written consent, but uponprior written notice to Landlord and subject to all other provisions of thisLease, to any corporation or other entity which controls, is controlled by, oris under common control with Tenant, or to any corporation or other entityresulting from a merger or consolidation of Tenant (collectively, an“Affiliate”), subject to all the terms of this Lease (except only that Landlordshall not be entitled to any excess consideration pursuant tosubsection 14.3 or to terminate this Lease pursuant tosubsection 14.7 upon such an assignment or sublease to an Affiliate),provided that the Affiliate assumes in writing all of Tenant’s obligationsunder this Lease and the original entity executing this Lease as “Tenant”remains fully liable under this Lease.

 

15.                                 DEFAULT AND REMEDIES.

 

15.1                           Events of Default. The occurrence of any of the following shallconstitute an **“Event of Default”**byTenant:

 

(a)                                  Tenant fails to make any payment of rent whendue, or any amount required to replenish the Security Deposit as provided inSection 4 above, if payment in fall is not received by Landlord withinthree (3) days after written notice that it is due;

 

(b)                                 Tenant abandons the Premises;

 

(c)                                  Tenant fails to deliver any estoppelcertificate requested by Landlord within the period described insubsection 21.1 below;

 

(d)                                 Tenant violates tile restrictions on Transferset forth in Section 14 - Assignment and Subletting.

 

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(e)                                  Tenant ceases doing business as a goingconcern; makes an assignment for the benefit of creditors; is adjudicated aninsolvent, files a petition (or files an answer admitting the materialallegations of a petition) seeking relief under any under any state or federalbankruptcy or other statute, law or regulation affecting creditors’ rights; allor substantially all of Tenant’s assets are subject to judicial seizure orattachment and are not released within thirty (30) days, or Tenant consents toor acquiesces in the appointment of a trustee, receiver or liquidator forTenant or for all or any substantial part of Tenant’s assets;

 

(f)                                    Tenant fails, within ninety (90) days afterthe commencement of any proceedings against Tenant seeking relief under anystate or federal bankruptcy or other statute, law or regulation affectingcreditors’ rights, to have such proceedings dismissed, or Tenant fails, withinninety (90) days after an appointment, without Tenant’s consent oracquiescence, of any trustee, receiver or liquidator for Tenant or for all orany substantial part of Tenant’s assets, to have such appointment vacated; or

 

(g)                                 Tenant fails to perform or comply with anyprovision of this Lease other than those described in (a) through (f) above,and does not fully cure such failure within fifteen (15) days after notice toTenant or, if such failure cannot he cured within such fifteen (15)-day period,Tenant fails within such fifteen (15)day period to commence, and thereafterdiligently proceed with, all actions necessary to cure such failure as soon asreasonably possible but in all events within ninety (90) days of such notice;provided, however, that if Landlord in Landlord’s reasonable judgmentdetermines that such failure cannot or will not be cured by Tenant within suchninety (90) days, then such failure shall constitute an Event of Defaultimmediately upon such notice to Tenant.

 

15.2                           Remedies. Upon the occurrence of an Event of Default, Landlord shall have thefollowing remedies, which shall not be exclusive but shall be cumulative andshall be in addition to any other remedies now or hereafter allowed by law:

 

(a)                                  Landlord may terminate Tenant’s right topossession of the Premises at any time by written notice to Tenant. Tenantexpressly acknowledges that in the absence of such written notice fromLandlord, no other act of Landlord, including re-entry into the Premises,efforts to relet the Premises, reletting of the Premises for Tenant’s account,storage of Tenant’s personal property and Trade Fixtures, acceptance of keys tothe Premises from Tenant or exercise of any other rights and remedies underthis Section, shall constitute an acceptance of Tenant’s surrender of thePremises or constitute a termination of this Lease or of Tenant’s right topossession of the Premises. Upon such termination in writing of Tenant’s rightto possession of the Premises, as herein provided, this Lease shall terminateand Landlord shall be entitled to recover damages from Tenant as provided inCalifornia Civil Code Section 1951.2 and any other applicable existing orfuture Law providing for recovery of damages for such breach, including theworth at the time of award of the amount by which the rent which would bepayable by Tenant hereunder for the remainder of the Term after the date of theaward of damages, including Additional Rent as reasonably estimated byLandlord, exceeds the amount of such rental loss as Tenant proves could havebeen reasonably avoided, discounted at the discount rate published by theFederal Reserve Bank of San Francisco for member banks at the time of the awardplus one percent (1 %).

 

(b)                                 Landlord shall have the remedy described in CaliforniaCivil Code Section 1951.4 (Landlord may continue this Lease in effectafter Tenant’s breach and abandonment and recover rent as it becomes due, ifTenant has the right to sublet or assign, subject only to reasonablelimitations).

 

(c)                                  Landlord may cure the Event of Default atTenant’s expense. If Landlord pays any sum or incurs any expense in curing theEvent of Default, Tenant shall reimburse Landlord upon demand for the amount ofsuch payment or expense with interest at the Interest Rate from the date thesum is paid or the expense is incurred until Landlord is reimbursed by Tenant.

 

(d)                                 Landlord may remove all Tenant’s property fromthe Premises, and such property may be stored by Landlord in a public warehouseor elsewhere at the sole cost and for the account of Tenant. If Landlord doesnot elect to store any or all of Tenant’s property left in the Premises,Landlord may consider such property to be abandoned by Tenant, and Landlord maythereupon dispose of such property in any manner deemed appropriate byLandlord. Any proceeds realized by Landlord on the disposal of any suchproperty shall be applied first to offset all expenses of storage and sale,then credited against Tenant’s outstanding obligations to Landlord under thisLease, and any balance remaining after satisfaction of all obligations ofTenant under this Lease shall be delivered to Tenant.

 

16.                                 LATE CHARGE AND INTEREST.

 

16.1                           Late Charge. If any payment of rent is not received by Landlord within ten (10)clays after its due date (and whether or not Landlord has notified Tenant ofsuch delinquency), Tenant shall pay to Landlord on demand as a late charge anadditional amount equal to ten percent (10%) of the overdue payment. A latecharge shall not be imposed more than once on any particular installment notpaid when due, but imposition of a late charge on any payment not made whenclue does not eliminate or supersede late charges imposed on other (prior)payments not made when due or preclude imposition of a late charge on otherinstallments or payments not made when due.

 

16.2                           Interest. In addition to the late charges referred to above, which are intendedto defray Landlord’s costs resulting from late payments, any payment fromTenant to Landlord not paid when due shall at Landlord’s option bear interestfrom the date due until paid to Landlord by Tenant at the rate of fifteenPercent (15%) per annum or the maximum lawful rate that Landlord may charge toTenant under applicable laws, whichever is less (the “Interest Rate”).Acceptance of any late charge and/or interest shall not constitute a waiver ofTenant’s default with respect to the overdue sum or prevent Landlord fromexercising any of its other rights and remedies under this Lease.

 

17.                                 WAIVER. No provisions of this Lease shall be deemedwaived by Landlord or Tenant unless such waiver is in a writing signed by thewaiving party. The waiver by Landlord or Tenant of any breach of any provisionof this Lease shall not be deemed a waiver of such provision or of anysubsequent breach of the same or any other provision of this Lease. No delay oromission in the exercise of any right or remedy of Landlord upon any default byTenant, or of Tenant upon any default of Landlord, shall impair such right orremedy or be construed as a waiver. Landlord’s acceptance of any payments ofrent due under this Lease shall not be deemed a waiver of any default by Tenantunder this Lease (including Tenant’s recurrent failure to timely pay rent)other than Tenant’s nonpayment of the accepted sums, and no endorsement orstatement on any check or accompanying any check or payment shall be deemed anaccord and satisfaction. Landlord’s or Tenant’s consent to or approval of anyact by Tenant requiring Landlord’s or Tenant’s consent or approval shall not bedeemed to waive or render unnecessary Landlord’s or Tenant’s consent to orapproval of any subsequent act.

 

18.                                 ENTRY, INSPECTION AND CLOSURE. Upon reasonableoral or written notice to Tenant (and without notice in emergencies), Landlordand its authorized representatives may enter the Premises at all reasonabletimes to determine whether the Premises are in good condition, to determinewhether Tenant is complying with its obligations under this Lease, to performany maintenance or repair of the Premises or the Building that Landlord has theright or obligation to perform, to install or repair improvements for othertenants where access to the Premises is required for such installation orrepair, to serve, post or keep posted any notices required or allowed under theprovisions of this Lease, to show the Premises to prospective brokers, agents,buyers, transferees, Mortgagees or tenants, or to do any other act or thingnecessary for the safety or preservation of the Premises or the Building. Whenreasonably necessary, Landlord may temporarily close entrances, doors,corridors, elevators or other facilities in the Building without liability toTenant by reason of such closure. Landlord shall conduct its activities tinderthis Section in a manner that will minimize inconvenience to Tenantwithout incurring additional expense to Landlord. In no event shall Tenant beentitled to an abasement of rent on account of any entry by Landlord, andLandlord shall not be liable in any manner for any inconvenience, loss ofbusiness or other damage to Tenant or other persons arising out of Landlord’sentry on the Premises in accordance with this Section. No action by Landlordpursuant to this paragraph shall constitute an eviction of Tenant, constructiveor otherwise, entitle Tenant to an abatement of rent or to terminate this Leaseor otherwise release Tenant from any of Tenant’s obligations tinder this Lease.

 

 

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19.                                 SURRENDER AND HOLDING OVER.

 

19.1                           Surrender. Upon the expiration or termination of this Lease, Tenant shallsurrender the Premises and all Tenant Improvements and Alterations to Landlordbroom-clean and in their original condition, except for reasonable wear andtear, damage from casualty or condemnation and any changes resulting fromapproved Alterations; provided, however, that prior to the expiration ortermination of this Lease Tenant shall remove all telephone and other cablinginstalled in the Building by Tenant and remove from the Premises all Tenant’spersonal property, Trade Fixtures and Alterations that Tenant has the right oris required by Landlord to remove under the provisions of this Lease, andrepair any damage caused by such removal. If Such removal is not completedbefore the expiration or termination of the Term, Landlord shall have the right(but no obligation) to remove the same, and Tenant shall pay Landlord on demandfor all costs of removal and storage thereof and for the rental value of thePremises for the period from the end of the Term through the end of the tunereasonably required for such removal. Landlord shall also have the right toretain or dispose of all or any portion of such property if Tenant does not payall such costs and retrieve the property within ten (10) days after notice fromLandlord (in which event title to all such property described in Landlord’snotice shall be transferred to and vest in Landlord). Tenant waives all Claimsagainst Landlord for any damage or loss to Tenant resulting from Landlord’sremoval, storage, retention, or disposition of any such property. Upon expirationor termination of this Lease or of Tenant’s possession, whichever is earliest,Tenant shall surrender all keys to the Premises or any other part of theBuilding and shall deliver to Landlord all keys for or make known to Landlordthe combination of locks on all safes, cabinets and vaults that may be locatedin the Premises. Tenant’s obligations under this Section shall survive theexpiration or termination of this Lease.

 

19.2                           Holding Over. If Tenant (directly or through any Transferee or other successor-iii-Interestof Tenant) remains in possession of the Premises after the expiration ortermination of this Lease, Tenant’s continued possession shall be on the basisof a tenancy at the sufferance of Landlord. In such event, Tenant shallcontinue to comply with or perform all the terms and obligations of Tenantunder this Lease, except that the monthly Base Rent during Tenant’s holdingover shall be one hundred fifty percent (125%) of the Base Rent payable in thelast full month prior to the termination hereof. Acceptance by Landlord of rentafter such termination shall not constitute a renewal of thus Lease; andnothing contained in this provision shall be deemed to waive Landlord’s rightof re-entry or any other right hereunder or at law. Tenant shall indemnify,defend and hold Landlord harmless from and against all Claims arising orresulting directly or indirectly from Tenant’s failure to timely surrender thePremises, including (i) any rent payable by or any loss, cost, or damagesclaimed by any prospective tenant of the Premises, and (ii) Landlord’s damagesas a result of such prospective tenant rescinding or refusing to enter intotile prospective lease of the Premises by reason of such failure to timelysurrender the Premises.

 

20.                                 ENCUMBRANCES.

 

20.1                           Subordination. This Lease is expressly made subject andsubordinate to any mortgage, deed of **trust,**groundlease, underlying lease or like encumbrance affecting any part of the Propertyor any interest of Landlord therein which is now existing or hereafter executedor recorded (the **“Encumbrance”);**provided,however, that such subordination shall only be effective, as to futureEncumbrances, if the holder of the Encumbrance agrees that this Lease shallsurvive the termination of the Encumbrance by lapse of time, foreclosure orotherwise so long as Tenant is not in default under this Lease. Provided theconditions of the preceding sentence are satisfied, Tenant shall execute anddeliver to Landlord, within ten (10) days after written request therefore by Landlordand in a form reasonably requested by Landlord, any additional documentsevidencing the subordination of this Lease with respect to any such Encumbranceand the nondisturbance agreement of the holder of any such Encumbrance. If theinterest of Landlord in the Property is transferred pursuant to or in lieu ofproceedings for enforcement of any Encumbrance, Tenant shall immediately andautomatically attorn to the new **owner, and**thisLease shall continue in full force and effect as a direct lease between thePurchaser and Tenant on the terms anti conditions set forth in this Lease.

 

20.2                           Mortgagee Protection. Tenant agrees to give any holder of anyEncumbrance covering any part of the Property (the “Mortgagee”), by registeredmail, a copy of any notice of default served upon Landlord, provided that priorto such notice Tenant has been notified in writing (by way of notice ofassignment of rents and leases, or otherwise) of the address of such Mortgagee.If Landlord shall have failed to cure such default within thirty (30) days fromthe effective date of such notice of default, then the Mortgagee shall have anadditional thirty (30) days within which to cure such default or if suchdefault cannot be cured within that time, then such additional time as may benecessary to cure such default (including the time necessary to foreclose orotherwise terminate its Encumbrance, if necessary to effect such cure), andthis Lease shall not be terminated so long as such remedies are beingdiligently pursued.

 

21.                                 ESTOPPEL CERTIFICATES AND FINANCIALSTATEMENTS.

 

21.1                           Estoppel Certificates. Within ten (10) days after written requesttherefore, Tenant shall execute and deliver to Landlord, in a form provided byor satisfactory to Landlord, a certificate stating that this Lease is in fullforce and effect, describing any amendments or modifications hereto,acknowledging that this Lease is subordinate or prior, as the case may be, toany Encumbrance and stating any other information Landlord may reasonablyrequest, including the Term, the monthly Base Rent, the date to which Rent hasbeen paid, the amount of any Security Deposit or prepaid rent, whether eitherparty hereto is in default under the terms of the Lease, and whether Landlordhas completed its construction obligations hereunder (if any), and providingsuch other information concerning this Lease or the Premises as Landlord mayreasonably request. Any person or entity purchasing, acquiring an interest inor extending financing with respect to the Property shall be entitled to relyupon any such certificate. If Tenant fails to deliver such certificate withinten (l0) days after Landlord’s second written request therefore, Tenant shallbe liable to Landlord for any damages incurred by Landlord including anyprofits or other benefits from any financing of the Property or any interesttherein which are lost or made unavailable as a result, directly or indirectly,of Tenant’s failure or refusal to timely execute or deliver such estoppelcertificate.

 

21.2                           Financial Statements. Upon request by Landlord, not more than oncea year, ‘tenant shall deliver to Landlord a copy of Tenant’s financialstatements (including at least a year end balance sheet and a statement ofprofit anti loss) for each of the three most recently completed years, preparedin accordance with generally accepted accounting principles (and, if such isTenant’s normal practice, audited by an independent certified publicaccountant), all then available subsequent interim statements, and such otherfinancial information as may reasonably be requested by Landlord or required byany Mortgagee.

 

22.                                 NOTICES. Any notice, demand, request, consentor approval that either party desires or is required to give to the other partyunder this Lease shall be in writing anti shall be served personally, deliveredby messenger or courier service, or sent by U.S. certified mail, return receiptrequested, postage prepaid, addressed to the other party at the party’s addressfor notices set forth in the Basic Lease Information. Notices deliveredpersonally will be effective immediately upon receipt (or refusal of deliveryor receipt); notices sent by independent messenger or courier service will beeffective one (1) day after acceptance by the independent service for delivery;notices sent by mail in accordance with this Section will be effectivethree (3) (lays after mailing. Either party may change its address for noticeshereunder by a notice to the other party complying with this Section. If Tenantsublets the Premises, notices from Landlord shall be effective on the subtenantwhen given to Tenant pursuant to this Section.

 

23.                                 ATTORNEYS’ FEES.

 

23.1                           Disputes between Landlord and Tenant. In the event of any litigation orarbitration regarding any rights anti obligations under this Lease, theprevailing party shall be entitled to recover reasonable attorneys’ fees andcourt costs in addition to any other relief, which may be granted. The“Prevailing Party” shall mean the party receiving substantially the reliefdesired, whether by settlement, dismissal, summary judgment, judgment, orotherwise.

 

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23.2                           Other Litigation. If Landlord, without fault on Landlord’spart, is made a party to any litigation instituted by Tenant or by any thirdparty against Tenant, or by or against any Transferee or other occupant of thePremises or otherwise arising out of or resulting from any act or transactionof Tenant or of any such Transferee or occupant, Tenant shall hold Landlordharmless from any judgment rendered against Landlord or the Premises or anypart thereof, and reimburse Landlord upon demand for all costs anti expenses,including reasonable attorneys’ fees, incurred by Landlord in or in connectionwith such litigation.

 

24.                                 QUIET POSSESSION. Subject to Tenant’s fullanti timely performance of all of Tenant’s obligations under this Lease andsubject to the terms of this Lease, including Section 20 - Encumbrances,Tenant shall have the quiet possession of the Premises throughout the Term asagainst any persons or entities lawfully claiming by, through or underLandlord.

 

25.                                 SECURITY MEASURES. Landlord may, but shall beunder no obligation to, implement security measures for the Property, such asthe registration or search of all persons entering or leaving the Building,requiring identification for access to the Building, evacuation of the Buildingfor cause, suspected cause, or for drill****purposes,the issuance of magnetic pass cards or keys for Building or elevator access andother actions that Landlord deems necessary or appropriate to prevent anythreat of property loss or damage, bodily injury or business interruption;provided, however, that such measures shall be implemented in a way as not toinconvenience tenants of the Building unreasonably. Landlord shall at all timeshave the right to change, alter or reduce any such security services ormeasures. Tenant shall cooperate and comply with, anti cause Tenant’sRepresentatives and Visitors to cooperate and comply with, such securitymeasures. Landlord, its agents and employees shall have no liability to Tenantor its Representatives or Visitors for the implementation or exercise of, orthe failure to implement or exercise, any such security measures or for anyresulting disturbance of Tenant’s use or enjoyment of the Premises.

 

26.                                 FORCE MAJEURE. 1f Landlord is delayed,interrupted or prevented from performing any of its obligations tinder thisLease, including its obligations under the Construction Rider (if any), antisuch delay, interruption or prevention is due to fire, act of God, governmentalact or failure to act, labor dispute, unavailability of materials or any causeoutside the reasonable control of Landlord, then the time for performance ofthe affected obligations of Landlord shall be extended for a period equivalentto the period of such delay, interruption or prevention.

 

27.                                 RULES AND REGULATIONS. Tenant shall be boundby and shall comply with the rules and regulations attached to and made a partof this Lease as Exhibit D to the extent those rules and regulations arenot in conflict with the terms of this Lease, as well as any reasonable rulesanti regulations hereafter adopted by Landlord for all tenants of the Building,upon notice to Tenant thereof (collectively, the “Building Rules”). Landlordshall not be responsible to Tenant or to any other person for any violation of,or failure to observe, the Building Rules by any other tenant or other person,

 

28.                                 LANDLORD’S LIABILITY. The term “Landlord,” asused in this Lease, shall mean only the owner or owners of the Building at thetime in question. In the event of any conveyance of title to the Building, thenfrom and after the (late of such conveyance, the transferor Landlord shall berelieved of all liability with respect to Landlord’s obligations to beperformed under this Lease after the date of such conveyance. Notwithstandingany other term or provision of this Lease, the liability of Landlord for itsobligations under this Lease is limited solely to Landlord’s interest in theBuilding as the same may front time to time be encumbered, and no personalliability shall at any time be asserted or enforceable against any other assetsof Landlord or against Landlord’s partners or members or its or theirrespective partners, trustees, shareholders, members, directors, officers ormanagers on account of any of Landlord’s obligations or actions under thisLease.

 

29.                                 CONSENTS AND APPROVALS.

 

29.1                           Determination in Good Faith. Wherever the consent, approval, judgment ordetermination of Landlord is required or permitted under this Lease anti noexpress standard is specified (e.g., “reasonableness”), Landlord shall exerciseLandlord’s business judgment in good faith in granting or withholding suchconsent or approval or in making such judgment or determination. If it isdetermined that Landlord failed to give its consent where it was required to doso under this Lease, Tenant shall be entitled to injunctive relief but shallnot to be entitled to monetary damages or to terminate this Lease for suchfailure.

 

29.2                           No Liability Imposed on Landlord. The review and/or approval by Landlord ofany item or matter to be reviewed or approved by Landlord under the terms ofthis Lease or any Exhibits or Addenda hereto shall not impose upon Landlord anyliability for the accuracy or sufficiency of any such item or matter or thequality or suitability of such item for its intended use. Any such review orapproval is for the sole purpose of protecting Landlord’s interest in theProperty, anti no third parties, including Tenant or the Representatives orVisitors of Tenant or any person or entity claiming by, through or underTenant, shall have any rights as a consequence thereof.

 

30.                                 BROKERS. Landlord shall pay the fee orcommission of the broker or brokers identified in the Basic Lease Information(the “Broker”) in accordance with Landlord’s separate written agreement withthe Broker, if tiny. Each of Landlord anti Tenant warrants and represents tothe other that in the negotiating or making of this Lease such representingparty nor anyone acting on its behalf has dealt with any broker or finder whomight be entitled to a fee or commission for this Lease other than the Broker.Each of Landlord and Tenant shall indemnify and hold the other harmless fromany claim or claims, including costs, expenses and attorney’s fees incurred bythe other asserted by any other broker or tinder for a fee or commission basedupon any dealings with or statements made the representing party or itsRepresentatives.

 

3l.                                    RELOCATION OF PREMISES. For tire purpose ofmaintaining an economical and proper distribution of tenants acceptable toLandlord throughout the Project, Landlord shall have the right from time tolime (luring the Term to relocate the premises within the Project, providedthat (a) the rentable anti usable area of the new Premises is of equivalentsize to the existing Premises, subject to a variation of up to ten percent(10”x), (b) Landlord shall pay the cost of providing tenant improvements in thenew Premises, which shall be substantially comparable in layout to those in theexisting Premises, and (c) Landlord shall pay reasonable costs (to the extentsuch costs are submitted in writing to Landlord and approved in writing byLandlord prior to such move) of moving Tenant’s Trade Fixtures anti personalproperty to the new Premises. Landlord shall deliver to Tenant written noticeof Landlord’s election to relocate the Premises, specifying the new locationand the amount of rent payable therefore, at least sixty (60) days prior to thedate the relocation is to be effective. If the relocation of the Premises isnot acceptable to Tenant, Tenant shall have the right (by delivering writtennotice to Landlord within ten (10) days after receipt of Landlord’s relocationnotice) to terminate this Lease. If Tenant so notifies Landlord, Landlord atits option may withdraw its relocation notice, in which event this Lease shallcontinue and Tenant shall not be relocated, or accept Tenant’s terminationnotice, in which event this Lease shall terminate effective as of the date therelocation was to be effective.

 

32.                                 ENTIRE AGREEMENT. This Lease, including theExhibits and any Addenda attached hereto, and the documents referred to herein,if any, constitute the entire agreement between Landlord and Tenant withrespect to the leasing of space by Tenant in die Building, and supersede allprior or contemporaneous agreements, understandings, proposals and otherrepresentations by or between Landlord and Tenant, whether written or oral.Neither Landlord nor Landlord’s agents have made any representations orwarranties with respect to the Premises, the Building, the Project or thisLease except as expressly set forth herein, and no rights, easements orlicenses shall be acquired by Tenant by implication or otherwise unlessexpressly set forth herein. The submission of this Lease for examination doesnot constitute an option for the Premises and this Lease shall become effectiveas a binding agreement only upon execution and delivery thereof by Landlord toTenant.

 

33.                                 MISCELLANEOUS. This Lease may not be amendedor modified except by a writing signed by Landlord and Tenant. Subject toSection 14 - Assignment arid Subletting and Section 28 - Landlord’sLiability, this Lease shall be binding on and shall inure to the benefit of theparties and their respective successors, assigns and legal representatives. Thedetermination that any provisions hereof may be void, invalid, illegal orunenforceable shall not impair any other provisions hereof and all such otherprovisions of this Lease shall remain in full force and effect. Theunenforceability, invalidity or illegality of any provision of this Lease underparticular circumstances shall not render unenforceable, invalid or

 

 

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illegal other provisions of this Lease, or thesame provisions under other circumstances. This Lease shall be construed andinterpreted in accordance with the laws (excluding conflict of laws principles)of the State in which the Building is located. The provisions of this Leaseshall be construed in accordance with the fair meaning of the language used andshall not be strictly construed against either party. When required by thecontext of this Lease, the singular includes the plural. Wherever the term“including” is used in this Lease, it shall be interpreted as meaning“including, but not limited to” the matter or matters thereafter enumerated.The captions contained in this Lease are for purposes of convenience only andare not to be used to interpret or construe this Lease. If more than one personor entity is identified as Tenant hereunder, the obligations of each and all ofthem under this Lease shall be joint and several. Time is of the essence withrespect to this Lease, except as to the conditions relating to the delivery ofpossession of the Premises to Tenant. Neither Landlord nor Tenant shall recordthis Lease.

 

34.                                 INDEPENDENT COVENANTS. This Lease shall beconstrued as though the covenants of Tenant are independent and not dependentand Tenant hereby expressly waives the benefit of any statute to the contraryand agrees that if Landlord fails to perform its obligations set forth herein,Tenant shall not be entitled to make any repairs or perform any acts hereunderat Landlord’s expense or to any setoff of the rein or oilier amounts owinghereunder against Landlord; provided, however, that the foregoing shall in noway impair the right of Tenant to commence a separate action against Landlordfor any violation by Landlord of the provisions hereof.

 

35.                                 MUTUAL REPRESENTATION OF AUTHORITY. Landlordand Tenant represent and warrant to each other that they have hill right, powerand authority to enter into this Lease without the consent or approval of anyother entity or person and make these representations knowing that the otherparty will rely thereon. The signatory on behalf of Landlord and Tenant furtherrepresent and warrant that they have full right, power and authority to act forand on behalf of Landlord and Tenant in entering into this Lease.

 

IN WITNESS WHEREOF, Landlordand Tenant have entered into this Lease as of the date first above written.

 
|   | **LANDLORD:**                                                 | **TENANT:**                                                 |
|--------|---------------------------------------------------------------|-------------------------------------------------------------|
|   |                                                          |                                                        |
|   | **BLUMENFELD PROPERTIES, LLC**                                | **NEVADA SECURITY BANK, INC.**                              |
|   | **A Limited Liability Company**                               | **A NEVADA CORPORATION**                                    |
|   |                                                          |                                                        |
|   |                                                          |                                                        |
|   | By:                                                           | /s/  Tom Tuohy                                              |   | By: | /s/ Hal Giomi |   |
|   | Tom  Tuohy                                                    | Hal  Giomi                                                  |
|   | Title:        Partner | Title:        C.E.O |
|   |                                                          |                                                        |
|   |                                                          |                                                        |
|   | By:                                                           | /s/ Jason Morehouse                                         |   |   |
|   | Jason  Morehouse                                              |                                                        |
|   | Title:        Partner |                                                        |

 

 

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**EXHIBIT A**

 

ATTACHED TO AND FORMING A PART OFOFFICE LEASE AGREEMENTDATED AS OF FEBRUARY 20, 2003 BETWEENBLUMENFELD PROPERTIES, LLCAS LANDLORD,

 

AND.

 

NEVADA SECURITY BANK, INC.A NEVADA CORPORATION

 

AS TENANT(the “LEASE”)

 

2893 Sunrise Blvd.Second FloorRancho Cordova, CA.

 

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**EXHIBIT C**

 

ATTACHED TO AND FORMING A PART OFOFFICE LEASE AGREEMENTDATED AS OF FEBRUARY 20, 2003 BETWEENBLUMENFELD PROPERTIES, LLCASLANDLORD,

 

AND

 

NEVADA SECURITY BANK, INC.A NEVADA CORPORATION

 

ASTENANT(the “LEASE”)

 

**COMMENCEMENT DATE MEMORANDUM**

 

I.                                         That the undersigned Tenant occupies thepremises commonly (mown and designated as One Sunrise 2893 Sunrise Blvd., Suite209, Rancho Cordova, California 95742

 

II.                                     That Landlord delivered possession of thepremises to the undersigned Tenant on March 15, 2003 (referred to in theLease and hereinafter as “Commencement Date”).

 

III.                                 That the Lease Term commenced on theCommencement Date.

 

IV.                                 That the undersigned Tenant claims no right,title or interest in the above-described premises, or right to the possessionof said premises other than under the terms of said Lease, and that there areno written or oral agreements affecting tenancy other than the Lease.

 

 
|                          |                        | Dated  this |                      |
|-------------------------------|-----------------------------|-------------|---------------------------|
|                          |                        |
| LANDLORD:                     | TENANT:                     |
|                          |                        |
| BLUMENFELD  PROPERTIES, LLC   | NEVADA  SECURITY BANK, INC. |
| A  Limited Liability Company, | A  NEVADA CORPORATION       |
|                          |                        |
| By:                           | /s/  Jason Morehouse        |        | By:                       | /s/ Hal  Giomi |   |
|                          | Jason  Morehouse            |        | Hal  Giomi                |
|                          |                        |
| Its:                          |                        |        | Its:  C.  E. O. |
|                          |                        |
|                          |                        |
| By:                           | /s/  Thomas J. Tuohy        |        | Date  of Execution:       |   |   |
| Thomas J. Tuohy               |                        |
| Its:                          |                        |        | Date  of Execution:       | 2/28/03 |   |
|                               |                             |             |                           |  |  |  |  |  |  |

 

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EXHIBIT D

 

ATTACHED TO AND FORMING A PART OFOFFICE LEASE AGREEMENTDATED AS OF FEBRUARY 20, 2003 BETWEENBLUMENFELD PROPERTIES, LLCAS LANDLORD,

 

AND

 

NEVADA SECURITY BANK, INC.A NEVADA CORPORATION

 

AS TENANT(the “LEASE”)

 

**BUILDING RULES**

 

The following Building **Rules arc**additional provisions of theforegoing Lease to which they are attached. The capitalized terms used hereinhave the same meanings as these terms are given in the Lease.

 

1.                                       Use of Common Areas. Tenant will not obstruct tile sidewalks,halls, passages, exits, entrances, elevators or stairways of the Building (the“Common Areas”), and Tenant will not use the Common Areas for any purpose otherthan ingress and egress to and from the Premises. The Common Areas, except forthe sidewalks, are not open to the general public and Landlord reserves theright to control and prevent access to the Common Areas of any person whosepresence, in Landlord’s opinion, would be prejudicial to the safety, reputationand interests of the Building and its tenants.

 

2.                                       No Access to Roof. Tenant has no right of access to the roof ofthe Building and will not install, repair or replace any antenna, aerial,aerial wires, fan, air-conditioner or other device on the roof of the Building,without the prior written consent of Landlord. Any such device installedwithout such written consent is subject to removal at Tenant’s expense withoutnotice at any time. In ally event Tenant will be liable for any damages orrepairs incurred or required as a result or its installation, use, repair,maintenance or removal of such devices on the roof and agrees to indemnify andhold harmless Landlord from any liability, loss, damage, cost or expense,including reasonable attorneys’ fees, arising from any activities of Tenant orof Tenant’s Representatives on the roof of the Building.

 

3.                                       Signage. No sign, placard, picture, name, advertisement or notice visible fromtile exterior of the Premises will be inscribed, painted, affixed or otherwisedisplayed by Tenant oil or in any part of the Building without the priorwritten consent of Landlord. Landlord reserves the right to adopt and furnishTenant with general guidelines relating to signs in or on the Building. Allapproved signage will be inscribed, painted or affixed at Tenant’s expense by aperson approved by Landlord, which approval will not be unreasonably withheld.

 

4.                                       Prohibited Uses. The Premises will not be used formanufacturing, for tile storage of merchandise held for sale to the generalpublic, for lodging or for the sale of goods to the general public. Tenant willnot permit any food preparation on the Premises except that Tenant may use Underwriters’Laboratory approved microwave ovens, dishwashers, self-dispensing drinkmachines, equipment for brewing coffee, tea, hot chocolate and similarbeverages, and similar equipment so long as such use is in accordance with allapplicable federal, state and city laws, codes, ordinances, rules andregulations.

 

5.                                       Janitorial Services. Tenant will not employ any person for thepurpose of cleaning the Premises or permit any person to enter the Building forsuch purpose other than Landlord’s janitorial service, except with Landlord’sprior written consent. Tenant will not necessitate, and will be liable for thecost of, any undue amount of janitorial labor by reason of Tenant’scarelessness in or indifference to the preservation of good order and cleanlinessin the Premises. Janitorial service will not be furnished to areas in thePremises on nights when such areas are occupied after 9:30 p.m., unless suchservice is extended by written agreement to a later hour in specificallydesignated areas of the Premises.

 

6.                                       Keys and Locks. Landlord will furnish Tenant, free ofcharge, two keys to each door or lock in the Premises. Landlord may make areasonable charge for any additional or replacement keys. Tenant will notduplicate any keys, alter any locks or install any new or additional lock orbolt on any door of its Premises or on any other part of the Building withoutthe prior written consent of Landlord and, in any event, Tenant will provideLandlord with a key for any such lock. On the termination of the Lease, Tenantwill deliver to Landlord all keys to any locks or doors in the Building, whichhave been obtained by Tenant.

 

7.                                       Freight. Upon not less than twenty-four (24) hours prior notice to Landlord,which notice may be oral, an elevator will be made available for Tenant’s usefor transportation of freight, subject to such scheduling as Landlord in itsdiscretion deems appropriate. Tenant shall not transport freight in loadsexceeding tile weight limitations of such elevator. Landlord reserves the rightto prescribe the weight, size and position of all equipment, materials,furniture or other property brought into the Building, and no property will bereceived in the Building or carried up or down the freight elevator or stairsexcept during such hours and along such routes and by such persons as may bedesignated by Landlord. Landlord reserves the right to require that heavyobjects will stand on wood strips of such length and thickness as is necessaryto properly distribute the weight. Landlord will not be responsible for loss ofor damage to any such property from any cause, and Tenant will be liable forall damage or injuries caused by moving or maintaining such property.

 

8.                                       Nuisances and Dangerous Substances. Tenant will not conduct itself or permit itsagents, employees, contractors or invitees to conduct themselves, in thePremises or anywhere on or in the Property in a manner which is offensive orunduly annoying to any other Tenant or Landlord’s property managers. Tenantwill not install or operate any phonograph, radio receiver, musical instrument,or television or other similar device in any part of the Common Areas and shallnot operate any .such device installed in the Premises in such manner as todisturb or annoy other tenants of the Building. Tenant will not use or keep inthe Premises or the Property any kerosene, gasoline or other combustible fluidor material other than limited quantities thereof reasonably necessary for themaintenance of office equipment, or, without Landlord’s prior written approval,use any method of heating or air conditioning other than that supplied byLandlord. Tenant will not use or keep any foul or noxious gas or substance inthe Premises or permit or stiffer the Premises to be occupied or used in amanner offensive or objectionable to Landlord or other occupants of theBuilding by reason of noise, odors or vibrations, or interfere in any way withother tenants or those having business therein. Tenant will not bring or keepany animals in or about the Premises or the Property.

 

9.                                       Building Name and Address. Without Landlord’s prior written consent,Tenant will not use the name of the Building in connection with or in promotingor advertising Tenant’s business except as Tenant’s address.

 

10.                                 Building Directory. A directory for the Building will beprovided for the display of the name and location of tenants. Landlord reservesthe right to approve any additional names Tenant desires to place in thedirectory and, if so approved, Landlord may assess a reasonable charge foradding such additional names.

 

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11.                                 Window Coverings. No curtains, draperies, blinds, shutters,shades, awnings, screens or other coverings, window ventilators, hangings,decorations or similar equipment shall be attached to, hung or placed in, orused in or with any window of the Building without the prior written consent ofLandlord, anti Landlord shall have the right to control all lighting within thePremises that may be visible from the exterior of the Building.

 

12.                                 Floor Coverings. Tenant will not lay or otherwise affixlinoleum, tile, carpet or any other floor covering to the floor of the Premisesin any mariner except as approved in writing by Landlord. Tenant will be liablefor the cost of repair of any damage resulting from the violation of this ruleor the removal of any floor covering by Tenant or its contractors, employees orinvitees.

 

13.                                 Wiring and Cabling. Landlord shall have the right to directTenant’s electricians and other vendors as to where and how data, telephone andelectrical wires and cables are to be installed. No boring or cutting for wiresor cables will be allowed without the prior written consent of Landlord. Thelocation of burglar alarms, smoke detectors, telephones, call boxes anti otheroffice equipment affixed to the Premises shall be subject to the writtenapproval of Landlord.

 

14.                                 Office Closing Procedures. Tenant will see that the doors of thePremises are closed and locked and that all water faucets, water apparatus andutilities are shut off before Tenant or its employees leave the Premises, so asto prevent waste or damage. Tenant will be liable for all damage or injuriessustained by other tenants or occupants of the Building or Landlord resultingfrom Tenant’s carelessness in this regard or violation of this rule. Tenantwill keep the doors to the Building corridors closed at all times except foringress and egress.

 

15.                                 Plumbing Facilities. The toilet rooms, toilets, urinals, washbowls and other apparatus shall not be used for any purpose other than that forwhich they were constructed and no foreign substance of any kind whatsoevershall be disposed of therein. Tenant will be liable for any breakage, stoppageor damage resulting from the violation of this rule by Tenant, its employees orinvitees.

 

16.                                 Use of Hand Trucks. Tenant will not use or permit to be used inthe Premises or in the Common Areas any hand trucks, carts or dollies exceptthose equipped with rubber tires and side guards or such other equipment asLandlord may approve.

 

17.                                 Refuse. Tenant shall store all Tenants’ trash and garbage within the Premisesor in other facilities designated by Landlord for such purpose. Tenant shallnot place in any trash box or receptacle any material which cannot be disposedof in the ordinary and customary manner of removing and disposing of trash andgarbage in the city in which the Building is located without being in violationof any law or ordinance governing such disposal. All trash and garbage removalwill be only through such Common Areas provided for such purposes anti at suchtimes as Landlord may designate.

 

18.                                 Soliciting. Canvassing, peddling, soliciting and distribution of handbills or anyother written materials in the Building are prohibited, and Tenant willcooperate to prevent the same.

 

19.                                 Parking. Tenant will use, and will cause its agents, employees, contractors andinvitees to use, the parking spaces to which it is entitled under the Lease ina manner consistent with Landlord’s directional signs and markings in theParking Facility. Specifically, but without limitation, Tenant will not park,or permit its agents, employees, contractors or invitees to park, in a mannerthat impedes access to and from the Building or the Parking Facility****or that violates space reservations forhandicapped drivers registered as such with the California Department of MotorVehicles. Landlord may use such reasonable means as may be necessary to enforcethe directional signs and markings in the Parking Facility, including but notlimited to towing services, and Landlord will not be liable for any damage tovehicles towed as a result of non-compliance with such parking regulations.

 

20.                                 Fire, Security and Safety Regulations.  Tenantwill comply with all safety, security, tire protection and evacuation measuresand procedures established by Landlord or any governmental agency.

 

21.                                 Responsibility for Theft. Tenant assumes any and all responsibilityfor protecting the Premises from theft, robbery and pilferage, which includeskeeping doors locked and other means of entry to the Premises closed.

 

22.                                 Sales and Auctions. Tenant will not conduct or permit to beconducted any sale by auction in, upon or from the Premises or elsewhere in theProperty, whether said auction be voluntary, involuntary, pursuant to anyassignment for the payment of creditors or pursuant to any bankruptcy or otherinsolvency proceeding.

 

23.                                 Enforcement. Landlord may waive any one or more of these Building Rules for thebenefit of any particular tenant or tenants, but no such waiver by Landlordwill be construed as a waiver of such Building Rules in favor of any othertenant or tenants nor prevent Landlord from thereafter enforcing these BuildingRules against any or all of the tenants of the Building.

 

24.                                 Effect on Lease. These Building Rules are in addition to, andshall not be construed to in any way modify or amend, in whole or in part, theterms, covenants, agreements and conditions of the Lease. Violation of theseBuilding Rules shall constitute a default under the Lease.

 

25.                                 Non-Discriminatory Enforcement. Subject to the provisions of theLease (and the provisions of other leases with respect to other tenants),Landlord shall use reasonable efforts to enforce these Building rules in anon-discriminatory manner, but in no event shall Landlord have any liabilityfor any failure to do so (and Tenant’s sole and exclusive remedy for any suchfailure or refusal shall be injunctive relief preventing Landlord fromenforcing any of the Building Rules against Tenant in a manner thatdiscriminates against Tenant).

 

26.                                 Additional and Amended Rules. Landlord reserves the right to rescind oramend these Building Rules and/or adopt any other and reasonable rules andregulations as in its judgment may from time to time be needed for the safety,care and cleanliness of the Building and for the preservation of good ordertherein.

 

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**EXHIBIT E**

 

ATTACHED TO AND FORMING A PART OFOFFICE LEASE AGREEMENTDATED AS OF FEBRUARY 20, 2003 BETWEENBLUMENFELD PROPERTIES, LLCAS LANDLORD,

 

AND

 

NEVADA SECURITY BANK, INC.A NEVADA CORPORATION

 

AS TENANT(the “LEASE”)

 

**ADDITIONAL PROVISIONS RIDER**

 

36.                                 **OPTION TO EXTEND**: ProvidedLessee is not in default of any of the terms, covenants and conditions of thislease, Lessor grants to Lessee an option to extend the term of this lease underthe same terms, covenants, and conditions for one ( 1 ) additional term of oneyear, provided Lessee shall have notified Lessor of its intentions to exercisethis option by written communication ninety (90) or more days prior. Said “BaseRent” shall be adjusted to 95% of fair market value, but in no event shall the“Base Rent” be less than the current rent.

 

37.                                 **PRIOR ENTRY:** Landlord consents to the entry of Tenant intoand upon the premises prior to the commencement date of this Lease for thepurpose of cleaning, repairing, furnishing and decorating. Prior to thecommencement date of this Lease and during the period Landlord has consented toTenant’s entry into and upon the premises, Tenant shall indemnify and holdharmless Landlord from and against any and all claims arising from Tenant’s useof the premises, or from the conduct of Tenant’s business or from any activity,work, or things done, permitted or suffered by Tenant in or about the premisesor elsewhere and shall further indemnify and hold harmless Landlord from andagainst any and all claims arising from any negligence of the Tenant, or anyof’ Tenant’s agent, contractors, or employees, and from and against all cost,attorney’s fees, expenses and liabilities incurred in the defense of any suchclaims or action or proceeding be brought against Landlord by reason of anysuch claim.  Tenant, as a material partof the consideration to Landlord, hereby assumes all risk of damage to propertyof injury to persons, in or upon, or against the premises arising from anycause and Tenant hereby waives all claims in respect thereof against Landlord.

 

38.                                 **AMERICANS WITH DISABILITIESACT (ADA**): Lessor or Lessee of real property may besubject to the Americans with Disabilities Act (ADA), a federal law codified at42 USC Section 12101 et seq. Among other requirements of the ADA thatcould apply to your property, Title BI of the Act requires Lessor anti Lesseeof “public accommodations” to remove barriers to access by disabled persons andprovide auxiliary aids and services for hearing, vision or speech impairedpersons. The regulations under Title III of the ADA are codified at 28 CFR Part36.

 

Brokerrecommends that you and your attorney review the ADA and the regulations, and,if appropriate, your proposed lease or purchase and sale agreement, todetermine if this law would apply to you and the nature of the requirements.These are legal issues. You are responsible for conducting your own independentinvestigation of these issues.

 

 
| LANDLORD:                       | TENANT:                        |
|---------------------------------|--------------------------------|
|                            |                           |
| **BLUMENFELD PROPERTIES, LLC**  | **NEVADA SECURITY BANK, INC.** |
| **A Limited Liability Company** | **A NEVADA CORPORATION**       |
|                            |                           |
| By:                             | /s/  Jason Morehouse           |   | By: | /s/ Hal  Giomi |   |
| Jason Morehouse                 | Hal Giomi                      |
| Title:  Partner                 | Title:  C.E.O.                 |
|                            |                           |
| By:                             | /s/ Thomas  J. Tuohy           |   |   |
| Thomas J. Tuohy                 |                           |
| Title:  Partner                 |                           |

 

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