exv10w6



 




Exhibit 10.6








STANDARD MULTI-TENANT OFFICE LEASE — GROSS

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION





	1.	 	Basic Provisions (“Basic Provisions”).





     1.1
Parties: This Lease (“Lease”), dated for reference purposes only January 14, 2005, is
made by and between S & F Huntington Millennium LLC
(“Lessor”) and LoopNet (“Lessee”),
(collectively the “Parties”, or individually a “Party”).



     1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite
Numbers(s) 208, 2nd floor(s), consisting of approximately 18,038***
rentable square feet and approximately 15,464***
useable square feet(“Premises”). The Premises are located at: 181 E. Huntington Drive, in the City of
Monrovia, County of Los Angeles, State of CA,
with zip code 91016. In addition to Lessee’s rights to use and occupy the Premises as hereinafter
specified, Lessee shall have non-exclusive rights to
the Common Areas (as defined in Paragraph 2.7 below) as hereinafter specified, but shall not have
any rights to the roof, except as provided in
Paragraph 7.3(b), the exterior walls, the area above the dropped ceilings, or the utility raceways
of the building containing the Premises (“Building”) or to any other buildings in the Project. The
Premises, the Building, the Common Areas, the land upon which they are located, along with all
other buildings and
improvements thereon, are herein collectively referred to as the “Project.” The Project consists of
approximately 105,159 rentable square feet. (See also
Paragraph 2) ***Square Footage is based on floorplan attached as Exhibit “B”. Final
square footage was calculated using Lessor’s standard method of measurement, attached hereto as
Exhibit C. The 18,038 rentable square feet includes 3,366 square feet of “must take space”. The
15,464 usable square feet includes 2,860 square feet of “must take space”.




     1.2(b)
Parking: 61 unreserved and 0 reserved vehicle parking spaces at a monthly cost of $0
per unreserved space and $0 per reserved space. (See Paragraph 2.6)



     1.3
Term: Six (6) years and 0 months (“Original Term”) commencing
June 1, 2005 (“Commencement Date”) and ending May 31, 2011
(“Expiration Date”). (See also Paragraph 3 and Paragraph 56)



     1.4
Early Possession : Lessee shall have the right of early access
by April 20, to build-out server room, install cabling, installation of furniture, fixtures, etc., and move in on May
21, commencing business on May 23, 2005, without the Lease commencing. (“Early
Possession Date”). (See also Paragraphs 3.2 and 3.3)



     1.5 Base Rent: $29,404.00*** per month (“Base Rent”), payable on the first day of
each month
commencing June 1, 2005 . (See also Paragraph 4)***$2.00
square foot FSG of which $.16/sq.
foot is allocated to submetered electrical service.


þ
If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See
Paragraph 51.




     1.6 Lessee’s Share of Operating Expense Increase: Seventeen and 15/100 percent (17.15%) (“Lessee’s
Share”). Lessee’s Share has been calculated by dividing the approximate rentable square footage of
the Premises by the total approximate square footage of the rentable space contained in the Project
and shall not be subject to revision except in connection with an actual change in the size of the
Premises or a change in the space available for lease in the Project.



     1.7
Base Rent and Other Monies Paid Upon Execution:***




	 	(a)	 	Base Rent: $29,404.00 for the period June 1-30, 2005.
	 
	 	(b)	 	Security Deposit: $36,076.00 (“Security Deposit”). (See also Paragraph 5)
	 
	 	(c)	 	Parking: $0 for the period N/A.
	 
	 	(d)	 	Other: $0 for N/A.
	 
	 	(e)	 	Total Due Upon Execution of this Lease: $65,480.00***.







 




			
	 	 	***Security Deposit is based on total rentable square footage of 18,038 at $2.00
Square, foot FSG.





	 	 	 	 	 	 	 	 	 	 	 
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     1.8
Agreed Use: Office. (See also Paragraph 6)



     1.9 Base Year; Insuring Party. The Base Year is 2005. Lessor is the “Insuring Party”. (See
also Paragraphs 4.2 and 8)



     1.10 Real Estate Brokers: (See also Paragraph 15)



     (a) Representation: The following real estate brokers (the “Brokers”) and brokerage
relationships exist in this transaction (check applicable boxes):



o N/A represents Lessor exclusively (“Lessor’s Broker”);



þ Patrick Church and Corey Waite of CB Richard Ellis represents Lessee exclusively
(“Lessee’s Broker”); or



o N/A represents both Lessor and Lessee (“Dual Agency”).




     (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties,
Lessor shall pay to the Brokers the brokerage fee agreed to in a
separate written agreement.




     1.11 Guarantor. The obligations of the Lessee under this Lease shall be guaranteed by N /A
(“Guarantor”). (See also Paragraph 37)



     1.12
Business Hours for the Common Area Doors of the Building: 7:30 a.m. to 6:30 p.m.,
Mondays through
Fridays (except Building Holidays) and — a.m. to — p.m. on Saturdays (except Building
Holidays). “Building Holidays” shall mean
the dates of observation of New Year’s Day, President’s Day, Memorial Day, Independence Day, Labor
Day, Thanksgiving Day, Christmas Day, and N/A. Lessee shall have access to the Building and Premises and Building parking facilities seven
(7) days per week, twenty-four (24) hours a day, fifty-two (52) weeks per year, subject to the restrictions
described above in this Section 1.12 regarding the business hours for the Common Area Doors of the
Building.



     1.13 Lessor Supplied Services. Notwithstanding the provisions of Paragraph 11.1,
Lessor is NOT obligated to provide the following:


o Janitorial services



þ
Electricity Electrical monthly — Landlord will contribute $.16 per square foot as referenced in
Paragraph 1.5 and Paragraph 53.



o Other (specify):




1.14 Attachments. Attached hereto are the following, all of which constitute a part of this Lease:



þ an Addendum consisting of Paragraphs 56 through 56;



þ a site plan depicting the Premises; (Exhibit A)



þ a current set of the Rules and Regulations;



þ a Work Letter;



þ a janitorial schedule;



þ other (specify): Floor Plan (Exhibit B), Standard Method of Measurement (Exhibit C), SNDA (to be
attached),





	2.	 	Premises.





     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set
forth in this Lease. Unless otherwise provided herein, any statement of size set forth in this
Lease, or that may have been used in calculating Rent, is an approximation which the Parties agree
is reasonable and any payments based thereon are not subject to revision whether or not the actual
size is more or less. Note; Lessee is advised to verity the actual size prior to executing this
Lease.



     2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the
Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and warrants
that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating and air
conditioning systems (“HVAC”), and all other items which the Lessor is obligated to construct
pursuant to the Work Letter attached hereto, if any, other than those constructed by Lessee, shall
be in good operating condition on said date.



     2.3 Building Compliance. Except as otherwise specified herein with regard to repairs and
alterations and lessee’s payment of its share of operating
expenses, Lessee will be solely
responsible for the compliance of the premises with the applicable laws, statues, ordinances,
codes, rules and regulations, including environmental,
promulgated by any local, state, or federal governmental authority
(the “Law”) related to
Lessee’s use and occupancy of the Premises. Lessor will be solely responsible for the compliance
of the Building (including all Common Areas, but excluding the Premises, unless required by law)
and all exterior facilities of the Building and the Property with the
Law. Among the Law is the
Americans with Disabilities Act. In addition, Lessor represents and covenants that as of the
Commencement Date of this Lease, neither the Premises nor the Building violates any applicable
federal, state and local laws, rules and regulations and orders relating to Hazardous Substances,
and that Lessor shall not use, or permit the use of, any Hazardous Substances on or at the Building
by Lessor or by any other tenant during the term of this Lease.


Lessor warrants that the improvements comprising the Premises and the Common Areas comply with the
building codes that were in effect at the time that each
such improvement, or portion thereof, was constructed, and also with all applicable laws,
covenants or restrictions of record, regulations, and ordinances
Applicable Requirements”) in effect on the Start Date. Said warranty does not apply to the use to
which Lessee will put the Premises after occupancy,




	 	 	 	 	 	 	 	 	 	 	 
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modifications which may be required by the Americans with Disabilities Act or any similar laws as a
result of Lessee’s use (see Paragraph 50), or to any Alterations or Utility Installations (as
defined in Paragraph 7.3(a)) made or to be made by Lessee. NOTE: Lessee is responsible for
determining whether or not the zoning and other Applicable Requirements are appropriate for
Lessee’s intended use, and acknowledges that past uses of the Premises may no longer be allowed. If
the Premises do not comply with said warranty, Lessor shall, except as otherwise provided, promptly
after receipt of written notice from Lessee setting forth with specificity the nature and extent of
such non-compliance, rectify the same. If the Applicable Requirements are hereafter changed so as
to require during the term of this Lease the construction of an addition to or an alteration of the
Premises, the remediation of any Hazardous Substance, or the reinforcement or other physical
modification of the Premises (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of
such work as follows:




          (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a result
of the specific and unique use of the Premises by Lessee as compared with uses by tenants in
general, Lessee shall be fully responsible for the cost thereof, provided, however that if such
Capital Expenditure is required during the last 2 years of this Lease and the cost thereof exceeds 6 months’ Base Rent,
Lessee may instead terminate this Lease unless Lessor notifies Lessee, in writing, within 10 days
after receipt of Lessee’s termination notice that Lessor has elected to pay the difference between
the actual cost thereof and the amount equal to 6 months’ Base Rent. If Lessee elects termination,
Lessee shall immediately cease the use of the Premises which requires such Capital Expenditure and
deliver to Lessor written notice specifying a termination date at least 90 days thereafter. Such
termination date shall, however, in no event be earlier than the last day that Lessee could
legally utilize the Premises without commencing such Capital Expenditure.




          (b) If such Capital Expenditure is not the result of the specific and unique use of the
Premises by Lessee (such as, governmentally mandated seismic modifications), then Lessor and Lessee
shall allocate the cost of such Capital Expenditure as follows: Lessor shall advance the funds
necessary for such Capital Expenditure but Lessee shall be obligated to pay, each month during the
remainder of the term of this Lease, on the date on which Base Rent is due, an amount equal to the
product of multiplying Lessee’s share of the cost of such Capital Expenditure (the percentage
specified in Paragraph 1.6 by a fraction, the numerator of which is one, and the denominator of
which is 144 (ie. 1/144th of the cost per month). Lessee shall pay interest on the unamortized
balance of Lessee’s share at a rate that is commercially reasonable in the judgment of Lessor’s
accountants. Lessee may, however, prepay its obligation at any time. Provided, however, that if
such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably
determines that it is not economically feasible to pay its share thereof, Lessor shall have the
option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies
Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will
pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its
share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with
Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to
finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right
to terminate this Lease upon 30 days written notice to Lessor.




          (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to
apply only to nonvoluntary, unexpected, and new Applicable
Requirements. If the Capital
Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the Premises then, and in that event, Lessee shall
be fully responsible for the cost thereof, and Lessee shall not have any right to terminate this
Lease.




     2.4 Acknowledgements. Lessee acknowledges that: (a) Lessee has been advised by Lessor and/or
Brokers to satisfy itself with respect to the
condition of the Premises (including but not limited to the electrical, HVAC and fire sprinkler
systems, security, environmental aspects, and compliance with Applicable Requirements), and their
suitability for Lessee’s intended use, (b) Lessee has made such investigation as it deems
necessary with reference to such matters and assumes all responsibility therefor as the same
relate to its occupancy of the Premises, and (c) neither Lessor, Lessor’s agents, nor Brokers have
made any oral or written representations or warranties with respect to said matters other than as
set forth in this Lease. In addition, Lessor acknowledges that (i) Brokers have made no
representations, promises or warranties concerning Lessee’s ability to honor the Lease or
suitability to occupy the Premises, and (ii) it is Lessor’s sole responsibility to investigate the
financial capability and/or suitability of all proposed tenants.


     2.5 [Intentionally Omitted]





     2.6 Vehicle Parking. So long as Lessee is not in default, and subject to the Rules and
Regulations attached hereto, and as established by Lessor from time to time, Lessee shall be
entitled to use the number of parking spaces specified in Paragraph 1.2(b) at no cost to
Lessee during the term or extension thereto.



          (a) If Lessee commits, permits or allows any of the prohibited activities described in the
Lease or the rules then in effect, then Lessor shall have the right, without notice, in addition to
such other rights and remedies that it may have, to remove or tow away the vehicle involved and
charge the cost to Lessee, which cost shall be immediately payable upon demand by Lessor.




     2.7 Common Areas - Definition. The term “Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Project and interior utility
raceways and installations within the Premises that are provided and designated by the Lessor from
time to time for the general nonexclusive use of Lessor, Lessee and other tenants of the Project
and their respective employees, suppliers, shippers, customers, contractors and invitees,
including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms,
elevators, parking areas, loading and unloading areas, trash areas, roadways, walkways, driveways
and landscaped areas.



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



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



     2.10 Common Areas - Changes. Lessor shall have the right, in Lessor’s sole discretion, from
time to time:



          (a) To make changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of the lobbies, windows, stairways, air shafts, elevators,
escalators, restrooms, driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas, walkways and utility raceways;




          (b) To close temporarily any of the Common Areas for maintenance purposes so long as
reasonable access to the Premises remains
available: and such closure does not interfere with Lessee’s business or use of Premises.




	 	 	 	 	 	 	 	 	 	 	 
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          (c)To designate other land outside the boundaries of the Project to be a part of the Common
Areas;




          (d)To add additional buildings and improvements to the Common Areas;




          (e)To use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Project, or any portion thereof; and




          (f)To do and perform such other acts and make such other changes in, to or with respect to
the Common Areas and Project as Lessor may, in the exercise of sound business judgment, deem to be
appropriate.





	3.	 	Term.





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



     3.2 Early Possession. If Lessee totally or partially occupies the Premises prior to the
Commencement Date, except for the purpose of build-out of server room, installing cabling,
installing furniture, fixtures, etc., and move in on May 21, and commence business on
May 23, 2005, the obligation to pay Base Rent shall be abated for the period of such early
possession. All other terms of this Lease (including but not limited to the obligations to pay
Lessee’s Share of the Operating Expense Increase) shall, however, be in effect during such period.
Any such early possession shall not affect the Expiration Date.



     3.3 Delay In Possession. Lessor agrees to use its best commercially reasonable efforts to
deliver possession of the Premises to Lessee by the Commencement Date. If, despite said efforts,
Lessor is unable to deliver possession by such date, Lessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Lease. Lessee shall not, however, be
obligated to pay Rent or perform its other obligations until Lessor delivers possession of the
Premises and any period of rent abatement that Lessee would otherwise have enjoyed shall run from
the date of delivery of possession and continue for a period equal to what Lessee would otherwise
have enjoyed under the terms hereof, but minus any days of delay caused by the acts or omissions of
Lessee. If possession is not delivered within 60 days after the Commencement Date, as the same may
be extended under the terms of any Work Letter executed by Parties, Lessee may, at its option, by
notice in writing within 10 days after the end of such 60 day period, cancel this Lease, in which
event the Parties shall be discharged from all obligations hereunder. If such written notice is
not received by Lessor within said 10 day period, Lessee’s right to cancel shall terminate. If
possession of the Premises is not delivered within 120 days after the Commencement Date, this Lease
shall terminate unless other agreements are reached between Lessor and Lessee, in writing.



     3.4
Lessee Compliance. Lessor shall not be required to deliver possession of the Premises to
Lessee until Lessee complies with its obligation to provide evidence of insurance (Paragraph 8.5).
Pending delivery of such evidence, Lessee shall be required to perform all of its obligations under
this Lease from and after the Start Date, including the payment of Rent, notwithstanding Lessor’s
election to withhold possession pending receipt of such evidence of insurance. Further, if Lessee
is required to perform any other conditions prior to or concurrent with the Start Date, the Start
Date shall occur but Lessor may elect to withhold possession until such conditions are satisfied.




	4.	 	Rent.





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



     4.2 Operating Expense Increase. Lessee shall pay to Lessor during the term hereof, in
addition to the Base Rent, Lessee’s Share of the amount by which all Operating Expenses for each Comparison Year exceeds the amount of all
Operating Expenses for the Base Year, such excess being hereinafter
referred to as the “Operating
Expense Increase”, in accordance with the following
provisions:



          (a) “Base Year” is as specified in Paragraph 1.9.




          (b) “Comparison Year” is defined as each calendar year during the term of this Lease
subsequent to the Base Year; provided, however, Lessee shall have no obligation to pay a share of
the Operating Expense Increase applicable to the first 12 months of the Lease Term (other than such
as are mandated by a governmental authority, as to which government mandated expenses Lessee shall
pay Lessee’s Share, notwithstanding they occur during the first twelve (12) months). Lessee’s
Share of the Operating Expense Increase for the first and last Comparison Years of the Lease Term
shall be prorated
according to that portion of such Comparison Year as to which Lessee is responsible for a share of
such increase.




          (c) “Operating Expenses” include all costs incurred by Lessor relating to the ownership and
operation of the Project, calculated as if the Project was at least 95% occupied, including, but
not limited to, the following:




               (i) The operation, repair, and maintenance in neat, clean, safe, good order and
condition, but not the replacement (see
subparagraph (g)), of the following:



                    (aa) The Common Areas, including their surfaces, coverings, decorative
items, carpets, drapes and window
coverings, and including parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, stairways, parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, Common Area lighting facilities, building exteriors and roofs, fences and
gates;



                    (bb) All heating, air conditioning, plumbing, electrical systems, life safety equipment,
communication systems and other equipment used in common by, or for the benefit of, lessees or
occupants of the Project, including elevators and escalators, tenant directories, fire detection
systems including sprinkler system maintenance and repair. HVAC
operation hours are M-F
 7:30-6:30
p.m.



               (ii) Trash disposal, janitorial and security services, pest control services,
and the costs of any environmental inspections;



               (iii) Any other service to be provided by Lessor that is elsewhere in this Lease
stated to be an “Operating Expense”;



               (iv) The cost of the premiums for the insurance policies maintained by Lessor
pursuant to paragraph 8 and any deductible
portion of an insured loss concerning the Building or the Common Areas;



               (v) The amount of the Real Property Taxes payable by Lessor pursuant to
paragraph 10;



               (vi) The cost of water, sewer, gas, electricity, and other publicly mandated
services not separately metered;



               (vii) Labor, salaries, and applicable fringe benefits and costs, materials, supplies and
tools, used in maintaining and/or cleaning the Project and accounting and management fees
attributable to the operation of the Project;



               (viii) The cost of any Capital Expenditure to the Building or the Project not
covered under the provisions of Paragraph 2.3 provided;
however, that Lessor shall allocate the cost of any such Capital Expenditure over a 12 year period
and Lessee shall not be required to pay more than Lessee’s Share of 1/144th of the cost of such
Capital Expenditure in any given month;



               (ix) Replacement of equipment or improvements that have a useful life for
accounting purposes of 5 years or less.



          (d) Any item of Operating Expense that is specifically attributable to the Premises, the
Building or to any other building in the Project or to the operation, repair and maintenance
thereof, shall be allocated entirely to such Premises, Building, or other building. However, any
such item that is not specifically attributable to the Building or to any other building or to the
operation, repair and maintenance thereof, shall be equitably allocated by Lessor to all buildings
in the Project.




          (e) The inclusion of the improvements, facilities and services set forth in Subparagraph
4.2(c) shall not be deemed to impose an obligation upon Lessor to either have said improvements or
facilities or to provide those services unless the Project already has the same, Lessor already
provides the services, or Lessor has agreed elsewhere in this Lease to provide the same or some of
them.




          (f) Lessee’s Share of Operating Expense Increase shall be payable by Lessee within 15 business
days after a reasonably detailed statement of actual expenses is presented to Lessee by Lessor. At
Lessor’s option, however, an amount may be estimated by Lessor from time to time
in advance of Lessee’s Share of the Operating Expense Increase for any Comparison Year, and the same
shall be payable monthly during each Comparison Year




	 	 	 	 	 	 	 	 	 	 	 
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of the Lease term, on the same day as the Base Rent is due hereunder. In the event that
Lessee pays Lessor’s estimate of Lessee’s Share of Operating Expense Increase as aforesaid, Lessor
shall deliver to Lessee within 120  days after the expiration of each Comparison Year a
reasonably detailed statement showing Lessee’s Share of the actual Operating Expense Increase
incurred during such year. If Lessee’s payments under this paragraph (f) during said Comparison
Year exceed Lessee’s Share as indicated on said statement, Lessee shall be entitled to credit the
amount of such overpayment against Lessee’s Share of Operating Expense Increase next falling due.
If Lessee’s payments under this paragraph during said Comparison Year were less than Lessee’s Share
as indicated on said statement, Lessee shall pay to Lessor the amount of the deficiency within 10
days after delivery by Lessor to Lessee of said statement. Lessor and
Lessee shall forthwith adjust
between them by cash payment any balance determined to exist with respect to that portion of the
last Comparison Year for which Lessee is responsible as to Operating Expense Increases,
notwithstanding that the Lease term may have terminated before the end of such Comparison Year.




          (g) Operating Expenses shall not include the costs of replacement for equipment or
capital components such as the roof, foundations,
exterior walls or a Common Area capital improvement, such as the parking lot paving, elevators,
fences that have a useful life for accounting purposes of 5 years or more unless it is of the type
described in paragraph 4.2(c) (viii), in which case their cost shall be included as above
provided.




          (h) Operating Expenses shall not include any expenses paid by any tenant directly to
third parties, or as to which Lessor is otherwise
reimbursed by any third party, other tenant, or by insurance proceeds.




          (i) Operating Expenses shall not include expenses for any item or service not
provided to Lessee, but
exclusively provided to certain other Lessee in the building.




     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful
money of the United States on or before the day on which
it is due, without offset or deduction (except as specifically permitted in this Lease). Rent for
any period during the term hereof which is for less than one full calendar month shall be prorated
based upon the actual number of days of said month. Payment of Rent shall be made to Lessor at its
address stated herein or to such other persons or place as Lessor may from time to time designate
in writing. Acceptance of a payment which is less than the amount then due shall not be a waiver
of Lessor’s rights to the balance of such Rent, regardless of Lessor’s endorsement of any check so
stating. In the event that any check, draft, or other instrument of payment given by Lessee to
Lessor is dishonored for any reason, Lessee agrees to pay to Lessor the sum of $25 in addition to
any Late Charge. Payments will be applied first to accrued late charges and attorney’s fees,
second to accrued interest, then to Base Rent and Operating Expense Increase, and any remaining
amount to any other outstanding charges or costs.


5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security
Deposit as security for Lessee’s faithful performance of its
obligations under this Lease. If Lessee fails to pay Rent, or otherwise Defaults under this Lease,
Lessor may use, apply or retain all or any portion of said Security Deposit for the payment
of any amount due Lessor or to reimburse or compensate Lessor for any liability, expense, loss or
damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of the Security Deposit, Lessee shall within 10 days after written request therefor,
deposit monies with Lessor sufficient to restore said Security Deposit to the full amount
required by this Lease. Within 14 days after the expiration or termination of this Lease, if
Lessor elects to apply the Security Deposit only to unpaid Rent, and otherwise within 30 days
after the Premises have been vacated pursuant to Paragraph 7.4(c) below, Lessor shall return
that portion of the Security Deposit not used or applied by Lessor. No part of the Security
Deposit shall be considered to be held in trust, to bear interest or to be prepayment for
any monies to be paid by Lessee under this Lease. 



6. Use.




     6.1 Use. Lessee shall use and occupy the Premises only for the Agreed Use, or any other
legal use which is reasonably comparable thereto, and for no other purpose. Lessee
shall not use or permit the use of the Premises in a manner that is unlawful, creates damage, waste
or a nuisance, or that disturbs occupants of or causes damage to neighboring premises or
properties. Lessor shall not unreasonably withhold or delay its consent to any written
request for a modification of the Agreed Use, so long as the same will not impair the
structural integrity of the improvements of the Building, will not adversely affect
the mechanical, electrical, HVAC, and other systems of the Building, and/or will not affect
the exterior appearance of the Building.  If Lessor elects to withhold consent, Lessor
shall within 7 days after such request give written notification of same, which notice shall
include an explanation of Lessor’s objections to the change in the Agreed Use.



     6.2 Hazardous Substances.



          (a) Reportable Uses Require Consent. The term “Hazardous Substance” as used in this Lease
shall mean any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other materials expected to be
on the Premises, is either: (i) potentially injurious to the public health, safety or
welfare, the environment or the Premises, (ii) regulated or monitored by any
governmental authority, or (iii) a basis for potential liability of Lessor to any
governmental agency or third party under any applicable statute or common law theory.
Hazardous Substances shall include, but not be limited to, hydrocarbons, petroleum, gasoline,
and/or crude oil or any products, by products or fractions thereof. Lessee shall not engage in
any activity in or on the Premises which constitutes a Reportable Use of Hazardous Substances
without the express prior written consent of Lessor and timely compliance (at Lessee’s
expense) with all Applicable Requirements. “Reportable Use” shall mean (i) the installation
or use of any above or below ground storage tank, (ii) the generation, possession, storage,
use, transportation, or disposal of a Hazardous Substance that requires a permit from, or
with respect to which a report, notice, registration or business plan is required to be filed
with, any governmental authority, and/or (iii) the presence at the Premises of a Hazardous
Substance with respect to which any Applicable Requirements requires that a notice be given to
persons entering or occupying the Premises or neighboring properties.  Notwithstanding
the foregoing, Lessee may use any ordinary and customary materials reasonably required to be used
in the normal course of the Agreed Use such as ordinary office supplies (copier toner, liquid
paper, glue, etc.) and common household cleaning materials, so long as such use is in
compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose
Lessor to any liability therefor.  In addition, Lessor may condition its consent to any
Reportable Use upon receiving such additional assurances as Lessor reasonably deems necessary
to protect itself, the public, the Premises and/or the environment against damage,
contamination, injury and/or liability, including, but not limited to, the installation (and
removal on or before Lease expiration or termination)
 of protective modifications (such
as concrete encasements) and/or increasing the Security Deposit.




          (b) Duty to Inform Lessor. If Lessee knows, or has reasonable cause to believe, that a
Hazardous Substance has come to be located in, on, under or about the Premises, other than as
previously consented to by Lessor. Lessee shall immediately give written notice of such fact to
Lessor, and provide Lessor with a copy of any report, notice, claim or other documentation
which it has concerning the presence of such Hazardous Substance




          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be
spilled or released in, on, under, or about the Premises (including through the plumbing or
sanitary sewer system) and shall promptly, at Lessee’s expense, comply with all Applicable
Requirements and take all investigatory and/or remedial action reasonably recommended,
whether or not formally ordered or required, for the cleanup of any contamination of, and for
the maintenance, security and/or monitoring of the Premises or neighboring properties, that
was caused or materially contributed to by Lessee, or pertaining to or Evolving any Hazardous
Substance brought onto the Premises during the term of this Lease, by or for Lessee or any third
party.




          (d) Lessee Indemnification.  Lessee shall indemnify, defend and hold Lessor,
its agents, employees, lenders and ground Iessor. if any,




	 	 	 	 	 	 	 
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harmless from and against any and all loss of rents and/or damages, liabilities, judgments, claims,
expenses, penalties, and attorneys’ and consultants’ fees arising out of or involving any Hazardous
Substance brought onto the Premises by or for Lessee, or any third party (provided, however, that
Lessee shall have no liability under this Lease with respect to underground migration of any
Hazardous Substance under the Premises from areas outside of the Project not caused or contributed
to by Lessee). Lessee’s obligations shall include, but not be limited to, the effects of any
contamination or injury to person, property or the environment created or suffered by Lessee, and
the cost of investigation, removal, remediation, restoration and/or abatement, and shall survive
the expiration or termination of this Lease. No termination, cancellation or release agreement
entered into by Lessor and Lessee shall release Lessee from its obligations under this Lease with
respect to Hazardous Substances, unless specifically so agreed by Lessor in writing at the time of
such agreement.




          (e) Lessor Indemnification. Lessor and its successors and assigns shall indemnify, defend,
reimburse and hold Lessee, its employees and renders, harmless from and against any and all
environmental damages, including the cost of remediation, which result from Hazardous Substances
which existed on the Premises prior to Lessee’s occupancy or which are caused by the gross
negligence or willful misconduct of Lessor, its agents or
employees. Lessor’s obligations, as and when required by the Applicable Requirements,
shall include, but not be limited to, the cost of investigation, removal, remediation,
restoration and/or abatement, and shall survive the expiration or termination of this Lease.




          (f) Investigations
and Remediations. Lessor shall retain the responsibility and pay for any
investigations or remediation measures required by governmental entities having jurisdiction
with respect to the existence of Hazardous Substances on the Premises prior to Lessee’s occupancy,
unless such remediation measure is required as a result of Lessee’s use (including
“Alterations”, as defined in paragraph 7.3(a) below) of the Premises, in which event
Lessee shall be responsible for such payment. Lessee shall cooperate fully in any such
activities at the request of Lessor, including allowing Lessor and Lessor’s agents to have
reasonable access to the Premises at reasonable times in order to carry out Lessor’s investigative
and remedial responsibilities.




          (g) Lessor Termination Option. If a Hazardous Substance Condition (see Paragraph 9.1 (e))
occurs during the term of this Lease, unless Lessee is legally responsible therefor (in which
case Lessee shall make the investigation and remediation thereof required by the Applicable
Requirements and this Lease shall continue in full force and effect, but subject to Lessor’s
rights under Paragraph 6.2(d) and Paragraph 13), Lessor may, at Lessor’s option, either
(i) investigate and remediate such Hazardous Substance Condition, if required, as soon as
reasonably possible at Lessor’s expense, in which event this Lease shall continue in full
force and effect, or (ii) if the estimated cost to remediate such condition exceeds 12 times the
then monthly Base Rent or $100,000, whichever is greater, give written notice to Lessee,
within 30 days after receipt by Lessor of knowledge of the occurrence of such Hazardous Substance
Condition, of Lessor’s desire to terminate this Lease as of the date 60 days following the
date of such notice. In the event Lessor elects to give a termination notice, Lessee may,
within 10 days thereafter, give written notice to Lessor of Lessee’s commitment to pay the
amount by which the cost of the remediation of such Hazardous Substance Condition exceeds an
amount equal to 12 times the then monthly Base Rent or $100,000, whichever is greater. Lessee
shall provide Lessor with said funds or satisfactory assurance thereof within 30 days
following such commitment.  In such event, this Lease shall continue in full force and
effect, and Lessor shall proceed to make such remediation as soon as reasonably possible
after the required funds are available. If Lessee does not give such notice and provide
the required funds or assurance thereof within the time provided, this Lease shall terminate
as of the date specified in Lessor’s notice of termination.




     6.3 Lessee’s Compliance with Applicable Requirements.  Except as otherwise provided in
this Lease, Lessee shall, at Lessee’s sole expense, fully, diligently and in a timely manner,
materially comply with all Applicable Requirements, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Lessor’s engineers and/or
consultants which relate in any manner to the Premises, without regard to whether
said requirements are now in effect or become effective after the Start Date, Lessee shall,
within 10 days after receipt of Lessor’s written request, provide Lessor with copies of all
permits and other documents, and other information evidencing Lessee’s compliance with any
Applicable Requirements specified by Lessor, and shall immediately upon receipt, notify
Lessor in writing (with copies of any documents involved) of any threatened or actual claim,
notice, citation, warning, complaint or report pertaining to or involving the failure of
Lessee or the Premises to comply with any Applicable Requirements.



     6.4 Inspection; Compliance.  Lessor and Lessor’s “Lender” (as defined in Paragraph 30)
and consultants shall have the right to enter into Premises at any time, in the case of an
emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the
Premises and for verifying compliance by Lessee with this Lease. The cost of any such
inspections shall be paid by Lessor, unless a violation of Applicable Requirements, or
a Hazardous Substance Condition (see paragraph 9.1e) is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority. In
such case, Lessee shall upon request reimburse Lessor for the cost of such inspection, so long
as such inspection is reasonably related to the violation or contamination.



7. Maintenance; Repairs; Utility Installations; Trade Fixtures and Alterations.




     7.1 Lessee’s Obligations. Notwithstanding Lessor’s obligation to keep the Premises in
good condition and repair, Lessee shall be responsible for payment of the cost thereof to
Lessor as additional rent for that portion of the cost of any maintenance and repair of the
Premises, or any equipment (wherever located) that serves only Lessee or the Premises, to the
extent such cost is attributable to causes beyond normal wear and tear. Lessee shall be responsible
for the cost of painting, repairing or replacing wall coverings, and to repair or replace any
improvements with the Premises.  Lessor may, at its option, upon reasonable notice,
elect to have Lessee perform any particular such maintenance or repairs the cost of which is
otherwise Lessee’s responsibility hereunder.



     7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3
(Compliance), 4.2 (Operating Expenses), 6 (Use), 7.1 (Lessee’s Obligations), 9 (Damage or
Destruction) and 14 (Condemnation), Lessor, subject to reimbursement pursuant to Paragraph 4.2,
shall keep in good order, condition and repair the foundations, exterior walls, structural
condition of interior bearing walls, exterior roof, fire sprinkler system, fire alarm and/or
smoke detection systems, fire hydrants, and the Common Areas.  Lessee expressly waives
the benefit of any statute now or hereafter in effect to the extent it is inconsistent with
the terms of this Lease.



     7.3 Utility Installations; Trade Fixtures; Alterations.



          (a) Definitions. The term “Utility Installations” refers to all floor and window
coverings, air lines, vacuum lines, power panels, electrical distribution, security and fire
protection systems, communication cabling, lighting fixtures, HVAC equipment, and plumbing in
or on the Premises. The term “Trade Fixtures” shall mean Lessee’s machinery and
equipment that can be removed without doing material damage to the Premises. The term “
Alterations” shall mean any modification of the improvements, other than Utility
Installations or Trade Fixtures, whether by addition or deletion, “Lessee Owned
Alterations and/or Utility Installations” are defined as Alterations and/or Utility
Installations made by Lessee that are not yet owned by Lessor pursuant to Paragraph 7.4(a).




          (b) Consent.  Lessee shall not make any Alterations or Utility Installations to
the Premises without Lessor’s prior written consent which
shall not be unreasonably withheld, conditioned or delayed. Lessee may, however, make
non-structural Utility Installations to the interior of the Premises (excluding the roof) without
such consent but upon notice to Lessor, as long as they are not visible from the outside, do not
involve puncturing, relocating or removing the roof, ceilings, floors or any existing walls, will
not affect the electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost
thereof during this Lease as extended does not exceed $2000. Notwithstanding the foregoing. Lessee
shall not make or permit any roof penetrations and/or install
anything on the roof without the prior written approval of Lessor, (with the exception that
the Lessee shall be entitled and Lessor approval shall not be required to install, at no charge,
satellite and/or microwave dishes on the roof and venting hoods either on the roof or in side
vents on the Building, and to connect the Premises to such satellite/microwave dishes, venting
hoods and vents through a reasonably sized conduit or conduits in a locution reasonably
acceptable to Lessor and Lessee, however no such roof installations can be of such a nature as to
invalidate any applicable roof warranties and Lessee shall consult with


 
	 	 	 	 	 	 	 
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Lessor’s roofing contractor for such Installation If requested by Lessor). Lessor may, as a
precondition to granting such approval, require Lessee to utilize a contractor chosen and/or
approved by Lessor. Any Alterations or Utility Installations that Lessee shall desire to make and
which require the consent of the Lessor shall be presented to Lessor in written form with detailed
plans. Consent shall be deemed conditioned upon Lessee’s: (i) acquiring all applicable governmental
permits, (ii) furnishing Lessor with copies of both the permits and the plans and specifications
prior to commencement of the work, and (iii) compliance with all conditions of said permits and
other Applicable Requirements in a prompt and expeditious manner. Any Alterations or Utility
Installations shall be performed in a workmanlike manner with good and sufficient materials. Lessee
shall promptly upon completion furnish Lessor with as-built plans and specifications. For work
which costs an amount in excess of one month’s Base Rent, Lessor may condition its consent upon
Lessee providing a lien and completion bond in an amount equal to 150% of the estimated cost of
such Alteration or Utility Installation and/or upon Lessee’s posting an additional Security Deposit
with Lessor.




          (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Lessee at or for use on the Premises, which claims
are or may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest
therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of
any work in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against
the same and shall pay and satisfy any such adverse judgment that may be rendered thereon before
the enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an
amount equal to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor
against liability for the same. If Lessor elects to participate in any such action, Lessee
shall pay Lessor’s attorneys’ fees and costs.




     7.4 Ownership; Removal; Surrender; and Restoration.



          (a) Ownership. Subject to Lessor’s right to require removal or elect ownership as hereinafter
provided, all Alterations and Utility Installations made by Lessee shall be the property of
Lessee, but considered a part of the Premises. Lessor may, at any time, elect in writing to be the
owner of all or any specified part of the Lessee Owned Alterations and Utility
Installations.  Unless otherwise instructed per paragraph 7.4(b) hereof, all Lessee Owned
Alterations and Utility Installations shall, at the expiration or termination of this Lease,
become the property of Lessor and be surrendered by Lessee with the Premises.




          (b) Removal. By delivery to Lessee of written notice from Lessor not earlier than 90
and not later than 30 days prior to the end of the term of
this Lease, Lessor may require that any or all Lessee Owned Alterations or Utility Installations
that were not approved by Lessor at time of Lease
commencement, or not approved by Lessor after the commencement of Lease, be removed by the
expiration or termination of this Lease. Lessor may require the removal at any time of all or any
part of any Lessee Owned Alterations or Utility Installations made without the required consent.




          (c) Surrender; Restoration.  Lessee shall surrender the Premises by the Expiration Date
or any earlier termination date, with all of the improvements, parts and surfaces thereof
clean and free of debris, and in good operating order, condition and state of repair, ordinary wear
and tear excepted. “Ordinary wear and tear” shall not include any damage or deterioration
that would have been prevented by good maintenance practice. Notwithstanding
the foregoing, if this Lease is for 12 months or less, then Lessee shall surrender the
Premises in the same condition as delivered to Lessee on the Start Date with NO allowance for
ordinary wear and tear. Lessee shall repair any damage occasioned by the installation,
maintenance or removal of Trade Fixtures, Lessee owned Alterations and/or Utility
Installations, furnishings, and equipment as well as the removal of any storage tank installed by
or for Lessee.  Lessee shall also completely remove from the Premises any and all
Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except
Hazardous Substances which were deposited via underground migration from areas outside of the
Project) even if such removal would require Lessee to perform or pay for work that exceeds
statutory requirements. Trade Fixtures shall remain the property of Lessee and shall be removed by
Lessee. The failure by Lessee to timely vacate the Premises pursuant to this Paragraph 7.4(c)
without the express written consent of Lessor shall constitute a holdover under the provisions of
Paragraph 26 below.




8. Insurance; Indemnity.




     8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by
Lessor pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2
(c)(iv)). Said costs shall include increases in the premiums resulting from additional coverage
related to requirements of
the holder of a mortgage or deed of trust covering the Premises, Building and/or Project,
increased valuation of the Premises, Building and/or Project, and/or a general premium rate
increase. Said costs shall not, however, include any premium increases resulting from the nature
of the occupancy of any other tenant of the Building. If the Project was not insured for the
entirety of the Base Year, then the base premium shall be the lowest annual premium reasonably
obtainable for the required insurance as of the Start Date, assuming the most nominal use possible
of the Building and/or Project. In no event, however, shall Lessee be
responsible for any portion of the premium cost attributable to liability insurance coverage in
excess of $3,000,000 procured under Paragraph 8.2(b).



     8.2 Liability Insurance.



          (a) Carried by Lessee.  Lessee shall obtain and keep in force a Commercial General
Liability policy of insurance protecting Lessee and Lessor as an additional insured against
claims for bodily injury, personal injury and property damage based upon or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto.
Such insurance shall be on an occurrence basis providing single limit coverage in an amount not
less than $3,000,000 per occurrence with an annual aggregate of not less than
$3,000,000 an “Additional Insured-Managers or Lessors of Premises Endorsement” and
contain the “Amendment of the Pollution Exclusion Endorsement” for damage caused by heat, smoke or
fumes from a hostile fire. The policy shall not contain any intra-insured exclusions as between
insured persons or organizations, but shall include coverage for liability assumed under this Lease
as an “insured contract” for the performance of Lessee’s indemnity obligations under this Lease.
The limits of said insurance shall not, however, limit the liability of Lessee nor relieve Lessee
of any obligation hereunder. All insurance carried by Lessee shall be primary to and not
contributory with any similar insurance carried by Lessor, whose insurance shall be considered
excess insurance only.




          (b) Carried by Lessor.  Lessor shall maintain liability insurance as described in
Paragraph 8.2(a), in addition to, and not in lieu of, the insurance required to be maintained
by Lessee. Lessee shall not be named as an additional insured therein.




     8.3 Property Insurance — Building, Improvements and Rental Value.



          (a) Building and Improvements. Lessor shall obtain and keep in force a policy or
policies of insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor,
and to any Lender insuring loss or damage to the Building and/or Project. The amount of such
insurance shall be equal to the full replacement cost of the Building and/or Project, as the
same shall exist from time to time, or the amount required by any Lender, but in no event more
than the commercially reasonable and available insurable value thereof.  Lessee Owned
Alterations and Utility Installations, Trade Fixtures, and Lessee’s personal property shall
be insured by Lessee under Paragraph 8.4. If the coverage is available and commercially
appropriate, such policy or policies shall insure against all risks of direct physical loss
or damage (except the perils of flood and/or earthquake unless required by a Lender), including
coverage for debris removal and the enforcement of any Applicable Requirements requiring the
upgrading, demolition, reconstruction or replacement of any portion of the Premises as the result
of a covered loss. Said policy or policies shall also contain an agreed valuation provision
in lieu of any coinsurance clause, waiver of subrogation, and inflation guard protection
causing an increase in the annual property insurance coverage amount by a factor of not less than
the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the
city nearest to where the Premises are located.  If such insurance coverage has a deductible
clause, the deductible amount shall not exceed $1,000 per occurrence.




          (b) Rental Value. Lessor shall also obtain and keep in force a policy or policies in the name
of Lessor with loss payable to Lessor and
any lender, insuring the loss of the full Rent for one year with an extended period of
indemnity for an additional 180 days (“Rental Value insurance”). Said insurance
all contain an agreed valuation provision in lieu of any coinsurance clause, and the amount of
coverage shall be adjusted annually to reflect the projected Rent



 
	 	 	 	 	 	 	 
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otherwise payable by Lessee, for the next 12 month period.




          (c) Adjacent Premises. Lessee shall pay for any increase in the premiums for the property
insurance of the Building and for the Common Areas or other buildings in the Project if said
increase is caused by Lessee’s acts, omissions, use or occupancy of the Premises.




          (d) Lessee’s Improvements. Since Lessor is the Insuring Party, Lessor shall not be required to
insure Lessee Owned Alterations and Utility Installations unless the item in question has
become the property of Lessor under the terms of this Lease.




     8.4 Lessee’s Property; Business Interruption Insurance.



          (a) Property Damage.  Lessee shall obtain and maintain insurance coverage on all of
Lessee’s personal property, Trade Fixtures, and Lessee Owned Alterations and Utility
Installations.  Such insurance shall be full replacement cost coverage with a deductible of
not to exceed $1,000 per occurrence.  The proceeds from any such insurance shall be used by
Lessee for the replacement of personal property, Trade Fixtures and Lessee Owned Alterations and
Utility Installations. Lessee shall provide Lessor with written evidence that such insurance is in
force.




          (b) Business Interruption.  Lessee shall obtain and maintain loss of income and extra
expense insurance in amounts as will reimburse Lessee for direct or indirect loss of earnings
attributable to all perils commonly insured against by prudent lessees in the business of Lessee or
attributable to prevention of access to the Premises as a result of such perils.




          (c) No Representation of Adequate Coverage. Lessor makes no representation that the limits or
forms of coverage of insurance specified herein are adequate to cover Lessee’s property,
business operations or obligations under this Lease.




     8.5 Insurance Policies. Insurance required herein shall be by companies duly licensed or
admitted to transact business in the state where the Premises are located, and maintaining
during the policy term a “General Policyholders Rating” of at least B+, V, as set forth in the most
current issue of “Best’s Insurance Guide”, or such other rating as may be required by a
Lender. Lessee shall not do or permit to be done anything which invalidates the required
insurance policies. Lessee shall, prior to the Start Date, deliver to Lessor certified copies
of policies of such insurance or certificates evidencing the existence and amounts of the
required insurance. No such policy shall be cancelable or subject to modification except after 30
days prior written notice to Lessor. Lessee shall, at least 30 days prior to the expiration
of such policies, furnish Lessor with evidence of renewals or “insurance binders” evidencing
renewal thereof, or Lessor may order such insurance and charge the cost thereof to Lessee; which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a term of
at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party shall fail to procure and maintain the insurance required to be carried by it,
the other Party may, but shall not be required to, procure and maintain the same.



     8.6 Waiver of Subrogation. Without affecting any other rights or remedies, Lessee and Lessor
each hereby release and relieve the other, and waive their entire right to recover damages
against the other, for loss of or damage to its property arising out of or incident to the perils
required to be insured against herein. The effect of such releases and waivers is not limited
by the amount of insurance carried or required, or by any deductibles applicable hereto.
The Parties agree to have their respective property damage insurance carriers waive any right
to subrogation that such companies may have against Lessor or Lessee, as the case may be, so
long as the insurance is not invalidated thereby.



     8.7 Indemnity.  Except for Lessor’s gross negligence or willful misconduct, Lessee shall
indemnify, protect, defend and hold harmless the Premises, Lessor and its agents, Lessor’s
master or ground lessor, partners and Lenders, from and against any and all claims, loss of rents
and/or damages, liens, judgments, penalties, attorneys’ and consultants’ fees, expenses
and/or liabilities arising out of, involving, or in connection with, the use and/or occupancy
of the Premises by Lessee. If any action or proceeding is brought against Lessor by
reason of any of the foregoing matters, Lessee shall upon notice defend the same at Lessee’s
expense by counsel reasonably satisfactory to Lessor and Lessor shall cooperate with Lessee in such
defense. Lessor need not have first paid any such claim in order to be defended or
indemnified.



     8.8 Exemption of Lessor from Liability. Lessor shall not be liable for injury or damage to the
person or goods, wares, merchandise or other property of Lessee, Lessee’s employees,
contractors, invitees, customers, or any other person in or about the Premises, whether such damage
or injury is caused by or results from fire, steam, electricity, gas, water or rain, or from
the breakage, leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, HVAC or lighting fixtures, or from any other cause, whether the said
injury or damage results from conditions arising upon the Premises or upon other portions of
the Building, or from other sources or places. Lessor shall not be liable for any damages arising from any act or neglect of any other tenant of Lessor [ILLEGIBLE] from the failure of Lessor to enforce the
provisions of any other lease in the Project. Notwithstanding Lessor’s negligence or breach of this
Lease, Lessor
shall under no circumstances be liable for injury to Lessee’s business or for
any loss of income or profit therefrom.



9. Damage or Destruction.




     9.1 Definitions.



          (a) “Premises Partial Damage” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations, which can reasonably
be repaired in 3 months or less from the date of the damage or destruction, and the cost thereof
does not exceed a sum equal to 6 month’s Base Rent. Lessor shall notify Lessee in writing
within 30 days from the date of the damage or destruction as to whether or not the damage is
Partial or Total.




          (b) “Premises Total Destruction” shall mean damage or destruction to the improvements on the
Premises, other than Lessee Owned Alterations and Utility Installations and Trade Fixtures,
which cannot reasonably be repaired in 3 months or less from the date of the damage or destruction
and/or the cost thereof exceeds a sum equal to 6 month’s Base Rent. Lessor shall notify
Lessee in writing within 30 days from the date of the damage or destruction as to whether or
not the damage is Partial or Total.




          (c) “Insured Loss” shall mean damage or destruction to improvements on the Premises, other
than Lessee Owned Alterations and Utility Installations and Trade Fixtures, which was caused
by an event required to be covered by the insurance described in Paragraph 8.3(a), irrespective of
any deductible amounts or coverage limits involved.




          (d) “Replacement Cost” shall mean the cost to repair or rebuild the improvements owned by
Lessor at the time of the occurrence to their condition existing immediately prior thereto,
including demolition, debris removal and upgrading required by the operation of Applicable
Requirements, and without deduction for depreciation.




          (e) “Hazardous Substance Condition” shall mean the occurrence or discovery of a condition
involving the presence of, or a contamination by, a Hazardous Substance as defined in
Paragraph 6.2(a), in, on, or under the Premises which requires repair, remediation, or restoration.




     9.2 Partial Damage — Insured Loss. If a Premises Partial Damage that is an Insured Loss
occurs, then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade
Fixtures or Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and
this Lease shall continue in full force and effect: provided, however, that Lessee shall, at
Lessor’s election, make the repair of any damage or destruction the total cost to repair of which
is $5.000 or less, and, in such event. Lessor shall make any applicable insurance proceeds
available to Lessee on a reasonable basis for that
purpose. Notwithstanding the foregoing, if the required insurance was not in force or the
insurance proceeds are not sufficient to effect such repair, the Insuring Party
shall promptly contribute the shortage in proceeds as and when required to complete said
repairs. In the event, however, such shortage was due to the fact that, by reason of
the unique nature of the improvements, full replacement cost insurance coverage was not
commercially reasonable and available, Lessor shall have no obligation to pay for the
shortage in insurance proceeds or to fully restore the unique aspects of the Premises unless Lessee
provides Lessor with the funds to cover same, or adequate assurance thereof, within 10 days
following receipt of written notice of such shortage and request therefor. If Lessor receives said
funds or adequate assurance thereof within said 10 day period, the party responsible for
making the repairs shall complete them as soon as reasonably possible and this Lease shall
remain in full force and effect. If such funds or assurance are not received, Lessor may
nevertheless elect by written notice to Lessee within 10 days thereafter to: (i) make
such restoration and repair as is commercially reasonable with Lessor paying any shortage in
proceeds, in which case this Lease shall remain in full force and effect, or (ii) have this
Lease terminate 30 days thereafter. Lessee shall not be entitled to reimbursement of any
funds contributed by
Lessee to repair any such damage or destruction  Premises Partial Damage due to flood or
earthquake shall be subject to Paragraph 9.3. notwithstanding that




	 	 	 	 	 	 	 
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there may be some insurance coverage, but the net proceeds of any such insurance shall be
made available for the repairs if made by either Party.




     9.3 Partial Damage — Uninsured Loss. If a Premises Partial Damage that is not an Insured Loss
occurs, unless caused by a negligent or willful act of Lessee (in which event Lessee shall
make the repairs at Lessee’s expense), Lessor may either: (i) repair such damage as soon as
reasonably possible at Lessor’s expense, in which event this Lease shall continue in full
force and effect, or (ii) terminate this Lease by giving written notice to Lessee within 30 days
after receipt by Lessor of knowledge of the occurrence of such damage. Such termination shall
be effective 60 days following the date of such notice. In the event Lessor elects to
terminate this Lease, Lessee shall have the right within 10 days after receipt of the termination
notice to give written notice to Lessor of Lessee’s commitment to pay for the repair of such
damage without reimbursement from Lessor.  Lessee shall provide Lessor with said funds or
satisfactory assurance thereof within 30 days after making such commitment. In such event this Lease
shall continue in full force and effect, and Lessor shall proceed to make such repairs as soon as
reasonably possible after the required funds are available. If Lessee does not make the required
commitment, this Lease shall terminate as of the date specified in the termination notice.



     9.4 Total Destruction. Notwithstanding any other provision hereof, if a Premises Total
Destruction occurs, this Lease shall terminate 60 days following such Destruction.  If
the damage or destruction was caused by the gross negligence or willful misconduct of Lessee,
Lessor shall have the right to recover Lessor’s damages from Lessee, except as provided in
Paragraph 8.6.



     9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is
damage for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured
Loss, Lessor may terminate this Lease effective 60 days following the date of occurrence of such
damage by giving a written termination notice to Lessee within 30 days after the date of
occurrence of such damage. Notwithstanding the foregoing, if Lessee at that time has
an exercisable option to extend this Lease or to purchase the Premises, then Lessee may
preserve this Lease by, (a) exercising such option and (b) providing Lessor with any shortage
in insurance proceeds (or adequate assurance thereof) needed to make the repairs on or before the
earlier of (i) the date which is 10 days after Lessee’s receipt of Lessor’s written notice
purporting to terminate this Lease, or (ii) the day prior to the date upon which such option
expires. If Lessee duly exercises such option during such period and provides Lessor
with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds,
Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as
reasonably possible and this Lease shall continue in full force and effect. If Lessee
fails to exercise such option and provide such funds or assurance during such period, then this
Lease shall terminate on the date specified in the termination notice and Lessee’s option
shall be extinguished.



     9.6 Abatement of Rent; Lessee’s Remedies.



          (a) Abatement.  In the event of Premises Partial Damage or Premises Total Destruction or
a Hazardous Substance Condition for which Lessee is not responsible under this Lease, the
Rent payable by Lessee for the period required for the repair, remediation or restoration of such
damage shall be abated in proportion to the degree to which Lessee’s use of the Premises is
impaired, but not to exceed the proceeds received from the Rental Value insurance. All other
obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability
for any such damage, destruction, remediation, repair or restoration except as provided
herein.




          (b) Remedies. If Lessor shall be obligated to repair or restore the Premises and does not
commence, in a substantial and meaningful way, such repair or restoration within 90 days
after such obligation shall accrue, Lessee may, at any time prior to the commencement of such
repair or restoration, give written notice to Lessor and to any Lenders of which Lessee has
actual notice, of Lessee’s election to terminate this Lease on a date not less than 60
days following the giving of such notice.  If Lessee gives such notice and such repair
or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of
the date specified in said notice. If the repair or restoration is commenced within such 30 days,
this Lease shall continue in full force and effect. “Commence” shall mean either the
unconditional authorization of the preparation of the required plans, or the beginning of the
actual work on the Premises, whichever first occurs.




     9.7 Termination; Advance Payments. Upon termination of this Lease pursuant to Paragraph
6.2(g) or Paragraph 9, an equitable adjustment shall be made concerning advance Base Rent and
any other advance payments made by Lessee to Lessor. Lessor shall, in addition, return to Lessee so
much of Lessee’s Security Deposit as has not been, or is not then required to be, used by
Lessor.



     9.8 Waive Statutes.  Lessor and Lessee agree that the terms of this Lease shall govern
the effect of any damage to or destruction of the premises with respect to the termination
of this Lease and hereby waive the provisions of any present or future statute to the extent
inconsistent herewith.



10. Real Property Taxes.




     10.1
Definitions. As used herein, the term  “Real Property
Taxes,” shall include any form of
assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax
(other than inheritance, personal income or estate taxes); improvement bond; and/or license fee
imposed upon or levied against any legal or equitable interest of Lessor in the Project,
Lessor’s right to other income therefrom, and/or Lessor’s business of leasing, by any authority
having the direct or indirect power to tax and where the funds are generated with reference
to the Project address and where the proceeds so generated are to be applied by the city,
county or other local taxing authority of a jurisdiction within which the Project is
located. 
“Real Property Taxes” shall also include any tax, fee, levy, assessment or
charge, or any increase therein, imposed by reason of events occurring during the term of this
Lease, including but not limited to, a change in the ownership of the Project or any portion
thereof or a change in the improvements thereon.



     10.2 Payment of Taxes. Except as otherwise provided in Paragraph 10.3, Lessor shall pay
the Real Property Taxes applicable to the Project, and said payments shall be included in the
calculation of Operating Expenses in accordance with the provisions of Paragraph 4.2.



     10.3 Additional Improvements.  Operating Expenses shall not include Real Property Taxes
specified in the tax assessor’s records and work sheets as being caused by additional
improvements placed upon the Project by other lessees or by Lessor for the exclusive enjoyment of
such other lessees. Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to
Lessor at the time Operating Expenses are payable under Paragraph 4.2, the entirety of any
increase in Real Property Taxes if assessed solely by reason of Alterations, Trade Fixtures or
Utility Installations placed upon the Premises by Lessee or at Lessee’s request.



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



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



11. Utilities and Services.




     11.1     Services Provided by Lessor.  Lessor shall provide
heating, ventilation, air conditioning, reasonable amounts of electricity for normal
lighting and office  machines  (duplicating  machine, 
computers,  servers,  terminals,  facsimile  machines, 
telephone  switch, communication and audiovisual equipment, vending machines and kitchen
equipment, some uses of which may require separate
electrical circuits which are included in the space plan, but not added after occupancy), water
for reasonable and normal drinking and
lavatory use in connection with an office, and replacement light bulbs and/or fluorescent
tubes and ballasts for standard overhead fixtures.  Lessor shall also
provide janitorial services to the Premises and Common Areas 5 times per week, excluding Building
Holidays, or pursuant to the attached janitorial schedule, if




 
	 	 	 	 	 	 	 
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any. Lessor shall not, however, be required to provide janitorial services to kitchens or
storage areas included within the Premises. HVAC operation hours are
M-F 7:30 a.m. – 6:30 p.m.




     11.2 Services Exclusive to Lessee. Lessee shall pay for all water, gas, heat, light,
power, telephone and other utilities and services specially or exclusively supplied and/or
metered exclusively to the Premises or to Lessee, together with any taxes thereon. If a service is
deleted by Paragraph 1.13 and such service is not separately metered to the Premises, Lessee
shall pay at Lessor’s option, either Lessee’s Share or a reasonable proportion to be determined
by Lessor of all charges for such jointly metered service.



     11.3 Hours of Service. Said services and utilities shall be provided during times set forth in
Paragraph 1.12. Utilities and services required at other times shall be subject to advance
request and reimbursement by Lessee to Lessor of the cost thereof. Normal electrical service,
including lighting shall be available to Lessee on a 24 hours, 7 day per week basis.



     11.4 Excess Usage by Lessee. Lessee shall not make connection to the utilities except by
or through existing outlets and shall not install or use machinery or equipment in or about
the Premises that uses excess water, lighting or power, or suffer or permit any act that causes
extra burden upon the utilities or services, including but not limited to security and trash
services, over standard office usage for the Project. Lessor shall require Lessee to reimburse
Lessor for any excess expenses or costs that may arise out of a breach of this subparagraph
by Lessee. Lessor may, in its sole discretion, install at Lessee’s expense supplemental
equipment and/or separate metering applicable to Lessee’s excess usage or loading.



     11.5 Interruptions. There shall be no abatement of rent and Lessor shall not be liable
in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of any
utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other cause
beyond Lessor’s reasonable control or in cooperation with governmental request or directions.



12. Assignment and Subletting.




     12.1 Lessor’s Consent Required.



          (a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber
(collectively,  “assign or assignment”) or sublet all or any part of Lessee’s interest in this
Lease or in the Premises without Lessor’s prior written consent, which  consent shall not be
unreasonably withheld, conditioned, or delayed.




          (b)
Notwithstanding the foregoing, Lessee shall have the right to sublet or assign all or a
portion of the Premises, without Lessor approval, form time to time, during the Lease Term,
to a related entity or affiliate upon notification to Lessor.  Lessee shall also have
the right to assign or sublease to unrelated entities subject to receiving Lessors
prior consent, which shall not be unreasonably withheld, conditioned, or delayed. 
Lessee shall split 50/50 with the lessor any sublease profit (any Income less costs Incurred
by Lessee for brokerage commissions, advertising, any Lessee Improvements or other reasonable
costs incurred in obtaining such assignee or sublessee) created by a sublease on space in the
Premises. Lessor shall not have the right to recapture any sublease or assignment space.


          (c) [Intentionally Omitted]




          (d)
An assignment or subletting without consent shall, except when permitted as defined in
Paragraph 12.1 (b), at Lessor’s option, be a Default curable after notice per Paragraph
13.1(c), or a noncurable Breach without the necessity of any notice and grace period. If Lessor
elects to treat such unapproved assignment or subletting as a noncurable Breach, Lessor may
either: (i) terminate this Lease, or (ii) upon 30 days written notice, increase the monthly
Base Rent to 110% of the Base Rent then in effect. Further, in the event of such Breach and rental
adjustment, (i) the purchase price of any option to purchase the Premises held by Lessee
shall be subject to similar adjustment to 110% of the price previously in effect, and (ii) all
fixed and non-fixed rental adjustments scheduled during the remainder of the Lease term shall
be increased to 110% of the scheduled adjusted rent.




          (e) Lessee’s remedy for any breach of Paragraph 12.1 by Lessor shall be limited to
compensatory damages and/or injunctive relief.




     12.2 Terms and Conditions Applicable to Assignment and Subletting.



          (a) Regardless of Lessor’s consent, no assignment or subletting shall:  (i) be effective
without the express written assumption by such assignee or sublessee of the obligations of
Lessee under this Lease, (ii) release Lessee of any obligations hereunder, or (iii) alter the
primary liability of Lessee for the payment of Rent or for the performance of any other
obligations to be performed by Lessee.




          (b) Lessor may accept Rent or performance of Lessee’s obligations from any person other than
Lessee pending approval or disapproval of an assignment.  Neither a delay in the
approval or disapproval of such assignment nor the acceptance of Rent or performance shall
constitute a waiver or estoppel of Lessor’s right to exercise its remedies for Lessee’s
Default or Breach.




          (c) Lessor’s consent to any assignment or subletting shall not constitute a consent to
any subsequent assignment or subletting.




          (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against
Lessee, or anyone else responsible for the performance of Lessee’s obligations
under this Lease, including any assignee or sublessee, without first exhausting Lessor’s remedies
against any other person or entity responsible therefore to Lessor, or any security held by
Lessor.




          (e) Each request for consent to an assignment or subletting shall be in writing, accompanied
by information relevant to Lessor’s determination as to the financial and operational
responsibility and appropriateness of the proposed assignee or sublessee, including but not limited
to the intended use and/or required modification of the Premises, if any.  Lessee
agrees to provide Lessor with such other or additional information and/or documentation as may
be reasonably requested. (See also Paragraph 36)




          (f) Any assignee of, or sublessee under, this Lease shall, by reason of accepting such
assignment or entering into such sublease, be deemed to have assumed and agreed to conform
and comply with each and every term, covenant, condition and obligation herein to be observed or
performed by Lessee during the term of said assignment or sublease, other than such
obligations as are contrary to or inconsistent with provisions of an assignment or sublease
to which Lessor has specifically consented to in writing.




          (g) Lessor’s consent to any assignment or subletting shall not transfer to the assignee
or sublessee any Option granted to the original Lessee
by this Lease unless such transfer is specifically consented to by Lessor in writing. (See
Paragraph 39.2)




	 	 	 	 	 	 	 
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     12.3    Additional Terms and Conditions Applicable to Subletting. The
following terms and conditions shall apply to any subletting by Lessee of all or any part of the
Premises and shall be deemed included in all subleases under this Lease whether or not expressly
incorporated therein:



          (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable
on any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations
under this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s
obligations, Lessee may collect said Rent. Lessor shall not, by reason of the foregoing
or any assignment of such sublease, nor by reason of the collection of Rent, be deemed liable
to the sublessee for any failure of Lessee to perform and comply with any of Lessee’s obligations
to such sublessee. Lessee hereby irrevocably authorizes and directs any such sublessee,
upon receipt of a written notice from Lessor stating that a Breach exists in the performance of
Lessee’s obligations under this Lease, to pay to Lessor all Rent due and to become due under the sublease. Sublessee
shall rely upon any such notice from Lessor and shall pay all Rents to Lessor without any
obligation or right to inquire as to whether such Breach exists, notwithstanding any claim from
Lessee to the contrary.




          (b) In the event of a Breach by Lessee, Lessor may, at its option, require sublessee to attorn
to Lessor, in which event Lessor shall undertake the obligations of the sublessor under such
sublease from the time of the exercise of said option to the expiration of such sublease; provided,
however, Lessor shall not be liable for any prepaid rents or security deposit paid by such
sublessee to such sublessor or for any prior Defaults or Breaches of such sublessor.




          (c) Any matter requiring the consent of the sublessor under a sublease shall also
require the consent of Lessor.




          (d) No sublessee shall further assign or sublet all or any part of the Premises without
Lessor’s prior written consent.




          (e) Lessor shall deliver a copy of any notice of Default or Breach by Lessee to the sublessee,
who shall have the right to cure the Default of Lessee within the grace period, if any,
specified in such notice. The sublessee shall have a right of reimbursement and offset from and
against Lessee for any such Defaults cured by the sublessee.




13. Default; Breach; Remedies.




     13.1
Default;
Breach.  A
“Default” is defined as a failure by the Lessee to comply with
or perform any of the terms, covenants, conditions or Rules and Regulations under this Lease.
A “Breach” is defined as the occurrence of one or more of the following Defaults, and the failure
of Lessee to cure such Default within any applicable grace period:



          (a) The abandonment of the Premises; or the vacating of the Premises without providing a
commercially reasonable level of security, or where the coverage of the property insurance
described in Paragraph 8.3 is jeopardized as a result thereof, or without providing reasonable
assurances to minimize potential vandalism.




          (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be
made by Lessee hereunder, whether to Lessor or to a third party, when due, to provide
reasonable evidence of insurance or surety bond, or to fulfill any obligation under this Lease
which endangers or threatens life or property, where such failure continues for a period of 3
business days following written notice to Lessee.




          (c) The failure by Lessee to provide (i) reasonable written evidence of compliance with
Applicable Requirements, (ii) the service contracts, (iii) the rescission of an unauthorized
assignment or subletting, (iv) an Estoppel Certificate, (v) a requested subordination, (vi)
evidence concerning any guaranty and/or Guarantor, (vii) any document requested under
Paragraph 41 (easements), or (viii) any other documentation or information which Lessor may
reasonably require of Lessee under the terms of this Lease, where any such failure continues
for a period of 10 days following written notice to Lessee.




          (d) A Default by Lessee as to the terms, covenants, conditions or provisions of this Lease, or
of the rules adopted under Paragraph 2.9 hereof, other than those described in subparagraphs
13.1 (a), (b) or (c), above, where such Default continues for a period of 30 days after written
notice; provided, however, that if the nature of Lessee’s Default is such that more than 30
days are reasonably required for its cure, then it shall not be deemed to be a Breach
if Lessee commences such cure within said 30 day period and thereafter diligently prosecutes
such cure to completion.




          (e) The occurrence of any of the following events: (i) the making of any general
arrangement or assignment for the benefit of creditors; (ii) becoming a “debtor” as defined
in 11 U.S.C. § 101 or any successor statute thereto (unless, in the case of a petition filed
against Lessee, the same is dismissed within 60 days); (iii) the appointment of a trustee or
receiver to take possession of substantially all of Lessee’s assets located at the Premises or of
Lessee’s interest in this Lease, where possession is not restored to Lessee within 30 days;
or (iv) the attachment, execution or other judicial seizure of substantially all of Lessee’s
assets located at the Premises or of Lessee’s interest in this Lease, where such seizure is not
discharged within 30 days; provided, however, in the event
that any provision of this subparagraph (e) is contrary to any applicable law, such provision shall
be of no force or effect, and not affect the validity of the remaining provisions.




          (f) The discovery that any financial statement of Lessee or of any Guarantor given to
Lessor was materially false.




          (g) If the performance of Lessee’s obligations under this Lease is guaranteed:  (i) the
death of a Guarantor, (ii) the termination of a Guarantor’s liability with respect to this
Lease other than in accordance with the terms of such guaranty, (iii) a Guarantor’s becoming
insolvent or the subject of a bankruptcy filing, (iv) a Guarantor’s refusal to honor the
guaranty, or (v) a Guarantor’s breach of its guaranty obligation on an anticipatory basis, and
Lessee’s failure, within 60 days following written notice of any such event, to provide
written alternative assurance or security, which, when coupled with the then
existing resources of Lessee, equals or exceeds the combined financial resources of Lessee
and the Guarantors that existed at the time of execution of this Lease.




     13.2 Remedies. If Lessee fails to perform any of its affirmative duties or obligations,
within 10 business days after written notice (or in case of an emergency, without notice),
Lessor may, at its option, perform such duty or obligation on Lessee’s behalf, including but not
limited to the obtaining of reasonably required bonds, insurance policies, or governmental
licenses, permits or approvals. The costs and expenses of any such performance by Lessor
shall be due and payable by Lessee upon receipt of invoice therefor. If any check given to
Lessor by Lessee shall not be honored by the bank upon which it is drawn, Lessor, at its
option, may require all future payments to be made by Lessee to be by cashier’s check. In the event
of a Breach, Lessor may, with or without further notice or demand, and without limiting
Lessor in the exercise of any right or remedy which Lessor may have by reason of such Breach:



          (a) Terminate Lessee’s right to possession of the Premises by any lawful means, in which case
this Lease shall terminate and Lessee shall immediately surrender possession to
Lessor. In such event Lessor shall be entitled to recover from Lessee: (i) the unpaid Rent
which had been earned at the time of termination; (ii) the worth at the time of award of the
amount by which the unpaid rent which would have been earned after termination until the time
of award exceeds the amount of such rental loss that the Lessee proves could have been
reasonably avoided; (iii) the worth at the time of award of the amount by which the unpaid
rent for the balance of the term after the time of award exceeds the amount of such rental loss
that the Lessee proves could be reasonably avoided; and (iv) any other amount necessary to
compensate Lessor for all the detriment proximately caused by the Lessee’s failure to perform its
obligations under this Lease or which in the ordinary course of things would be likely to
result therefrom, including but not limited to the cost of recovering
possession of the Premises, expenses of reletting, including necessary renovation and
alteration of the Premises, reasonable attorneys’ fees, and that portion of any
leasing commission paid by Lessor in connection with this Lease applicable to the unexpired
term of this Lease. The worth at the time of award of the amount referred to in
provision (iii) of the immediately preceding sentence shall be computed by discounting such amount
at the discount rate of the Federal Reserve Bank of the District within which the Premises
are located at the time of award plus one percent. Efforts by Lessor to mitigate damages caused by
Lessee’s Breach of this Lease shall not waive Lessor’s right to recover damages under
Paragraph 12. If termination of this Lease is obtained through the provisional remedy of
unlawful detainer. Lessor shall have the right to recover in such proceeding any unpaid Rent
and damages as are recoverable therein, or Lessor may reserve the right to recover all or any
part thereof in a separate suit. If a notice and grace period required under Paragraph 13.1 was not
previously given, a notice to pay rent or quit, or to perform or quit given to Lessee under
the unlawful detainer statute shall also constitute the notice required by Paragraph 13.1. In such
case, the applicable grace period required by Paragraph 13.1 and the unlawful detainer
statute shall run concurrently, and the failure of Lessee to cure the Default within the greater
of the two such grace periods shall constitute both an unlawful detainer and a Breach of this
Lease entitling Lessor to the remedies provided for in this Lease
and/or by said statute.




     (b) Continue the Lease and Lessee’s right to possession and recover the Rent as it becomes due
in which event Lessee may sublet or assign, subject only to reasonable limitations. Acts
of maintenance, efforts to relet, and/or the appointment of a receiver to protect the Lessor’s
interests, shall not





	 	 	 	 	 	 	 
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constitute a termination of the Lessee’s right to possession.




          (c) Pursue any other remedy now or hereafter available under the laws or judicial
decisions of the state wherein the Premises are located. The expiration or termination of this
Lease and/or the termination of Lessee’s right to possession shall not relieve Lessee from
liability under any indemnity provisions of this Lease as to matters occurring or accruing
during the term hereof or by reason of Lessee’s occupancy of the Premises.




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



     13.5 Interest.  Any monetary payment due Lessor hereunder, other than late charges,
not received by Lessor, when due as to scheduled payments (such as Base Rent) or within 30
days following the date on which it was due for nonscheduled payment, shall bear interest from
the date when due, as to scheduled payments, or the 31st day after it was due as to
nonscheduled payments. The interest (“Interest”) charged shall be computed at the rate of 10%
per annum but shall not exceed the maximum rate allowed by law. Interest is payable in
addition to the potential late charge provided for in Paragraph 13.4.



     13.6 Breach by Lessor.



          (a) Notice
of Breach.  Lessor shall not be deemed in breach of this Lease
unless Lessor fails within a reasonable time to perform an
obligation required to be performed by Lessor. For purposes of this Paragraph, a reasonable
time shall in no event be less than 15  days after receipt by Lessor, and any Lender whose
name and address shall have been furnished Lessee in writing for such purpose, of written
notice specifying wherein such obligation of Lessor has not been performed; provided, however,
that if the nature of Lessor’s obligation is such that more than 15 days are reasonably
required for its performance, then Lessor shall not be in breach if performance is commenced
within such 15 day period and thereafter diligently pursued to completion.




          (b) Performance
by Lessee on Behalf of Lessor.  In the event that neither Lessor nor
Lender cures said breach within 15  days after receipt of said notice, or if having
commenced said cure they do not diligently pursue it to completion, then Lessee may elect to
cure said breach at Lessee’s expense and offset from Rent the actual and reasonable cost
to perform such cure, provided however, that such offset shall not exceed an amount equal to
the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s right to
seek reimbursement from Lessor. Lessee shall document the cost of said cure and
supply said documentation to Lessor.



14. Condemnation. If the Premises or any portion thereof are taken under the power of
eminent domain or sold under the threat of the exercise of said
power (collectively “Condemnation”), this Lease shall terminate as to the part taken as of
the date the condemning authority takes title or possession,
whichever first occurs.
If more than 10% of the rentable floor area of the Premises, or more than 25% of Lessee’s
Reserved Parking Spaces, if any, are taken by Condemnation, Lessee may, at Lessee’s
option, to be exercised in writing within 10 days after Lessor shall have given Lessee written
notice of such taking (or in the absence of such notice, within 10 days after the
condemning authority shall have taken possession) terminate this Lease as of the date the
condemning authority takes such possession. If Lessee does not terminate this Lease in
accordance with the foregoing, this Lease shall remain in full force and effect as to
the portion of the Premises remaining, except that the Base Rent shall be reduced in
proportion to the reduction in utility of the Premises caused by such Condemnation.
Condemnation awards and/or payments shall be the property of Lessor, whether such award shall
be made as compensation for diminution in value of the leasehold, the value of the part
taken, or for severance damages; provided, however, that Lessee shall be entitled to any
compensation for Lessee’s relocation expenses, loss of business goodwill and/or Trade
Fixtures, without regard to whether or not this Lease is terminated pursuant to the provisions
of this Paragraph. All Alterations and Utility Installations made to the Premises by
Lessee, for purposes of Condemnation only, shall be considered the property of the Lessee
and Lessee shall be entitled to any and all compensation which is payable therefor. In the
event that this Lease is not terminated by reason of the Condemnation, Lessor shall
repair any damage to the Premises caused by such Condemnation.




15. Brokerage Fees.




     15.1
Additional Commission. See attached Commission Schedule.



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



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



16. Estoppel Certificates.




          (a) Each
Party (as “Responding Party”) shall within 10 days after written notice from the
other Party (the “Requesting Party”) execute, knowledge and deliver to the Requesting Party a
statement in writing in form similar to the then most current “Estoppel Certificate” form
published by the American Industrial Real Estate Association, plus such additional
information, confirmation and/or statements as may be reasonably requested by the Requesting





	 	 	 	 	 	 	 
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Party.




          (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within
such 10 day period, the Requesting Party may execute an Estoppel Certificate stating that:
(i) the Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance,
and (iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid
in advance. Prospective purchasers and encumbrancers may rely upon the Requesting Party’s
Estoppel Certificate, and the Responding Party shall be estopped from denying the truth of
the facts contained in said Certificate.




          (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof,
Lessee and all Guarantors shall deliver to any
potential under or purchaser designated by
Lessor such financial statements as may be reasonably required by such lender or purchaser,
including but not limited to
Lessee’s financial statements for the past 3 years. All such financial statements shall be
received by Lessor and such lender or purchaser in confidence and shall be used only for the
purposes herein set forth.



17.
Definition of Lessor. The term “Lessor” as used herein shall mean the owner or owners at the
time in question of the fee title to the Premises, or, if this is a sublease, of the Lessee’s
interest in the prior lease. In the event of a transfer of Lessor’s title or interest in the
Premises or this Lease, Lessor shall deliver to the transferee or assignee (in cash or by
credit) any unused Security Deposit held by Lessor.  Except as provided in Paragraph 15, upon
such transfer or assignment and delivery of the Security Deposit, as aforesaid, the prior
Lessor shall be relieved of all liability with respect to the obligations and/or
covenants under this Lease thereafter to be performed by the Lessor. Subject to the
foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall
be binding only upon the Lessor as hereinabove defined.



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



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



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



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



22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between the
Parties with respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to
the Brokers that it has made, and is relying solely upon, its own investigation as to the
nature, quality, character and financial responsibility of the other Party to this Lease
and as to the use, nature, quality and character of the Premises. Brokers have no
responsibility with respect thereto or with respect to any default or breach hereof by either
Party. The liability (including court costs and attorneys’ fees) of any Broker with respect to
negotiation, execution, delivery or performance by either Lessor or Lessee under this Lease
or any amendment or modification hereto shall be limited to an amount up to the fee received by
such Broker pursuant to this Lease; provided, however, that the foregoing limitation on each
Broker’s liability shall not be applicable to any gross negligence or willful misconduct of such
Broker.



23. Notices.




          23.1 Notice Requirements. All notices required or permitted by this Lease or applicable
law shall be in writing and may be delivered in person (by
hand or by courier) or may be sent by regular, certified or registered mail or U.S. Postal Service
Express Mail, with postage prepaid, or by facsimile transmission,
or by e-mail (but subject to Paragraph 23.2) and shall be deemed sufficiently given if served in a
manner specified in this Paragraph 23. The addresses noted adjacent to a Party’s signature on this
Lease shall be that Party’s address for delivery or mailing of notices. Either Party may by
written notice to the other specify a different address for notice, except that upon Lessee’s
taking possession of the Premises, the Premises shall constitute
Lessee’s address for notice. A
copy of all notices to Lessor shall be concurrently transmitted to such party or parties at such
addresses as Lessor may from time to time hereafter designate in writing.




          23.2 Date of Notice. Any notice sent by registered or certified mail, return receipt
requested, shall be deemed given on the date of delivery shown on the receipt card, or if no
delivery date is shown, the postmark thereon. If sent by regular mail the notice shall be deemed
given 48 hours after the same is addressed as required herein and mailed with postage prepaid.
Notices delivered by United States Express Mail or overnight courier that guarantee next day
delivery shall be deemed given 24 hours after delivery of the same to the Postal Service or
courier. Notices transmitted by facsimile transmission, e-mail or similar means shall be deemed
delivered upon telephone confirmation of receipt (confirmation report from fax machine is
sufficient), provided a copy is also delivered via delivery or mail. If notice is received on a
Saturday, Sunday or legal holiday, it shall be deemed received on the next business day.



24. Waivers. No waiver by Lessor of the Default or Breach of any term, covenant or condition
hereof by Lessee, shall be deemed a waiver of any other term, covenant or condition hereof,
or of any subsequent Default or Breach by Lessee of the same or of any other term, covenant or
condition hereof. Lessor’s consent to, or approval of, any act shall not be deemed to
render unnecessary the obtaining of Lessor’s consent to, or approval of, any subsequent or similar
act by Lessee, or be construed as the basis of an estoppel to enforce the provision or
provisions of this Lease requiring such consent. The acceptance of Rent by Lessor shall not
be a waiver of any Default or Breach by Lessee. Any payment by Lessee may be accepted by Lessor on
account of moneys or damages
due Lessor,
notwithstanding any qualifying statements or
conditions made by Lessee in connection therewith, which such statements and/or conditions shall be
of no force or effect whatsoever unless specifically agreed to in writing by Lessor at or
before the time of deposit of such payment.




25. Disclosures Regarding The Nature of a Real Estate Agency Relationship.




          (a) When entering into a discussion with a real estate agent regarding a real estate
transaction, a Lessor or Lessee should from the
outset understand what type of agency relationship or representation it has with the agent or
agents in the transaction. Lessor and Lessee acknowledge being advised by the Brokers in this
transaction, as follows:




                    (i) Lessor’s Agent. A Lessor’s agent under a listing agreement with the Lessor acts as the
agent for the Lessor only. A
Lessor’s agent or subagent has the following affirmative obligations: To the Lessor: A
fiduciary duty of utmost care, integrity, honesty, and loyalty in dealings with the Lessor. To
the Lessee and the Lessor: a. Diligent exercise of reasonable skills and care in performance
of the agent’s duties, b. A duty of honest and fair dealing and good faith, c. A duty to disclose
all facts known to the agent materially affecting the value or desirability of the property that
are not known to, or within the diligent attention and observation of, the Parties. An agent is
not obligated to reveal to either Party any confidential information obtained from the other Party
which does not involve the affirmative duties set forth above.



                    (ii) Lessee’s Agent.  An agent can agree to act as agent for the Lessee only. 
In these situations, the agent is not the
Lessor’s agent, even if by agreement the agent may receive compensation for services rendered,
either in full or in part from the Lessor. An agent acting only for a Lessee has the following
affirmative obligations. To the Lessee: A fiduciary duty of utmost care, integrity,
honesty, and loyally in dealings with the Lessee. To the Lessee and the Lessor: a.
Diligent exercise of reasonable skills and care in performance of the
agent’s duties. b. A duty of
honest and fair dealing and good faith. c. A duty to disclose all facts known to the agent
materially affecting the value or desirability of the property that are not known to. or within
the diligent attention and observation of, the Parties An agent is not obligated to reveal to
either Party any confidential information obtained from the other Party which does not involve the
affirmative duties set forth above.



                    (iii) Agent Representing Both Lessor and Lessee.  A real estate agent, either acting
directly or through one or more
associate licenses, can legally be the agent of both the Lessor and the Lessee in a transaction,
but only with the knowledge and consent of both the Lessor
and  the Lessee. In a dual agency
situation, the agent has the following affirmative obligations to both the Lessor and the Lessee:
a. A fiduciary duty of almost care,




	 	 	 	 	 	 	 
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integrity,
honesty and loyalty in the dealings with either Lesser or the Lessee. b. Other duties to
the Lessor and the Lessee as stated above in subparagraphs (i) or (ii). In representing both Lessor
and Lessee, the agent may not without the express permission of the respective Party, disclose to
the other Party that the Lessor will accept rent in an amount less than that indicated in the
listing or that the Lessee is willing to pay a higher rent than that offered. The above duties of
the agent in a real estate transaction do not relieve a Lessor or Lessee from the responsibility to
protect their own interests. Lessor and Lessee should carefully read all agreements to assure that
they adequately express their understanding of the transaction. A real estate agent is a person
qualified to advise about real estate. If legal or tax advise is desired, consult a competent
professional.




          (b) Brokers have no responsibility with respect to any default or breach hereof by either
Party. The liability (including court costs
and attorneys’ fees), of any Broker with respect
to any breach of duty, error or omission relating to this Lease shall not exceed the fee received
by such Broker
pursuant to this Lease; provided, however, that the foregoing limitation on each Broker’s
liability shall not be applicable to any gross negligence or willful misconduct of such Broker.




          (c) Buyer and Seller agree to identify to Brokers as “Confidential” any communication or
information given Brokers that is considered by such Party to be confidential.



26. No Right To Holdover. Lessee has no right to retain possession of the Premises or any part
thereof beyond the expiration or termination of this Lease.
In the event that Lessee holds over, then the Base Rent shall be
increased to 125% of
the Base Rent for the first three (3) months and 150% thereafter of the Base Rent applicable immediately preceding the expiration or termination.
Nothing contained herein shall be construed as consent by Lessor to any holding over by Lessee.



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



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



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




30. Subordination; Attornment; Non-Disturbance.




     30.1 Subordination. This Lease and any Option granted hereby shall be subject and subordinate
to any ground lease, mortgage, deed of trust, or other hypothecation or security device
(collectively, “Security Device”), now or hereafter placed upon the Premises, to any and all
advances made on the security thereof, and to all renewals, modifications, and extensions
thereof. Lessee agrees that the holders of any such Security Devices (in this Lease together
referred to as “Lender”) shall have no liability or obligation to perform any of the
obligations of Lessor under this Lease. Any Lender may elect to have this Lease and/or
any Option
granted hereby superior to the lien of its Security Device by giving written
notice thereof to Lessee, whereupon this Lease and such Options shall be deemed prior to such
Security Device, notwithstanding the relative dates of the documentation or recordation thereof.



     30.2 Attornment.  In the event that Lessor transfers title to the Premises, or the
Premises are acquired by another upon the foreclosure or termination of a Security Device to
which this Lease is subordinated (i) Lessee shall, subject to the nondisturbance provisions of
Paragraph 30.3, attorn to such new owner, and upon request, enter into a new lease,
containing all of the terms and provisions of this Lease, with such new owner for the remainder of
the term hereof, or, at the election of such new owner, this Lease shall automatically become
a new Lease between Lessee and such new owner, upon all of the terms and conditions hereof,
for the remainder of the term hereof, and (ii) Lessor shall thereafter be relieved of any further
obligations hereunder and such new owner shall assume all of Lessor’s obligations hereunder,
except that such new owner shall not: (a) be liable for any act or omission of any prior
lessor or with respect to events occurring prior to acquisition of ownership; (b) be subject
to any offsets or defenses which Lessee might have against any prior lessor, (c) be bound by
repayment of more than one month’s rent, or (d) be liable for the return of any security deposit
paid to any prior lessor.



     30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the
execution of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a
commercially reasonable non-disturbance agreement (a “Non-Disturbance Agreement”) from the Lender
which Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this
Lease, including any options to extend the term hereof, will not be disturbed so long as
Lessee is not in Breach hereof and attorns to the record owner of the Premises.



     Lender’s
master Subordination, Non-disturbance and Attornment Agreement is attached
“SNDA”. Should Lessee choose to negotiate change to the
master and/or sign and files SNDA with
Lenders, all such cost connected with same shall be the sole responsibility of Lessee. Lessor
shall cooperate with Lessee in obtaining Lender’s agreement to the modifications to its SNDA
attached hereto, but Lessee acknowledges that if any such modifications are unacceptable to
Lender, Lessee shall execute the SNDA without the unacceptable modifications.


Further, within 60 days after the execution of this Lease, Lessor shall use its commercially
reasonable efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing
Security Device which is secured by the Premises. In the event that Lessor is unable to provide
the Non-Disturbance Agreement within said 60 days, then Lessee may, at Lessee’s option, directly
contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement.




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


31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the
Premises whether founded in tort, contract or equity, or to
declare rights hereunder, the
Prevailing Party (as hereafter defined) in any such proceeding, action, or appeal thereon, shall be
entitled to reasonable attorneys’ fees. Such fees may be awarded in the same suit or
recovered in a separate suit, whether or not such action or proceeding is pursued to decision or
judgment.
The term,
“Prevailing Party” shall include, without limitation, a Party or Broker
who substantially obtains or defeats the relief sought, as the case
may be, whether by compromise, settlement, judgment, or the abandonment by the other Party or Broker of its
claim or defense. The attorneys’ fees award shall not be computed in accordance with any
court fee schedule, but shall be such as to fully reimburse all attorneys’ fees reasonably
incurred.  In addition, Lessor shall be entitled to attorneys’ fees, costs and expenses
incurred in the preparation and service of notices of Default and consultations in connection
therewith, whether or not a legal action is subsequently commenced in connection with such
Default or resulting Breach ($200 is a reasonable minimum per occurrence for such services
and consultation).



32. Lessor’s Access; Showing Premises; Repairs. Lessor and Lessor’s agents shall have the
right to enter the Premises at any time, in the case of
an emergency, and otherwise at
reasonable times for the purpose of showing the same to prospective purchasers, lenders, or
tenants, and making such alterations, repairs, improvements or additions to the Premises
as Lessor may deem necessary or desirable and the erecting, using and maintaining of utilities
services pipes





	 	 	 	 	 	 	 
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and conduits through the Premises and/or other premises as long as there is no material
adverse effect to Lessee’s use of the Premises. All such activities shall be without abatement
of rent or liability to Lessee. Lessor may at any time place on the Premises any ordinary “For
Sale” signs and Lessor may during the last 6 months of the term hereof place on the Premises any
ordinary “For Lease” signs. In addition, Lessor shall have the right to retain keys to the
Premises and to unlock all doors in or upon the Premises other than to files, vaults and safes,
and in the case of emergency to enter the Premises by any reasonably appropriate means, and any
such entry shall not be deemed a forcible or unlawful entry or detainer of the Premises or an
eviction. Lessee waives any charges for damages or injuries or interference with Lessee’s
property or business in connection therewith.



33. Auctions. Lessee shall not conduct, nor permit to be conducted, any auction upon the
Premises without Lessor’s prior written consent. Lessor shall
not be obligated to exercise any standard of reasonableness in determining whether to
permit an auction.



34.
Signs. Lessee shall have the continual non-exclusive right, at
its sole cost and
expense, to install one sign (name and/or logo) on the Building as well as monument sign
(collectively the “Signs”). The location, size, design, color and materials
of the Signs are subject to Lessor’s approval.



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



36. Consents. Except as otherwise provided herein, wherever in this Lease the consent of a
Party is required to an act by or for the other Party, such
consent shall not be unreasonably withheld or delayed. Lessor’s actual reasonable costs and
expenses (including but not limited to architects’, attorneys’,
engineers’ and other consultants’ fees) incurred in the consideration of, or response to, a
request by Lessee for any Lessor consent, including but not limited to
consents to an assignment, a subletting or the presence or use of a Hazardous Substance, shall
be paid by Lessee upon receipt of an invoice and supporting
documentation therefor. Lessor’s consent to any act, assignment or subletting shall not
constitute an acknowledgment that no Default or Breach by Lessee of this
Lease exists, nor shall such consent be deemed a waiver of any then existing Default or Breach,
except as may be otherwise specifically stated in writing by
Lessor at the time of such consent. The failure to specify herein any particular condition to
Lessor’s consent shall not preclude the imposition by Lessor at the time
of consent of such further or other conditions as are then reasonable with reference to the
particular matter for which consent is being given. In the event that
either Party disagrees with any determination made by the other hereunder and reasonably
requests the reasons for such determination, the determining party
shall furnish its reasons in writing and in reasonable detail within 10 business days following
such request.



37. Guarantor.



     37.1 Execution. The Guarantors, if any, shall each execute a guaranty in the form most recently published by the American Industrial Real Estate
Association.



     37.2 Default. It shall constitute a Default of the Lessee if any Guarantor fails or refuses, upon request to provide: (a) evidence of the execution of
the guaranty, including the authority of the party signing on Guarantor’s behalf to
obligate Guarantor, and in the case of a corporate Guarantor, a certified copy of
a resolution of its board of directors authorizing the making of such guaranty, (b) current
financial statements, (c) an Estoppel Certificate, or (d) written
confirmation that the guaranty is still in effect.



38. Quiet Possession. Subject to payment by Lessee of the Rent and performance of all of the
covenants, conditions and provisions on Lessee’s part to
be observed and performed under this Lease, Lessee shall have quiet possession and quiet
enjoyment of the Premises during the term hereof.



39. Options. If Lessee is granted an Option, as defined below, then the following provisions
shall apply.



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



     39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee, and cannot be
assigned or exercised by anyone other than said original Lessee and only while the
original Lessee is in full possession of the Premises and, if requested by
Lessor, with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.



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



     39.4 Effect of Default on Options.



          (a) Lessee shall have no right to exercise an Option: (i) during the period commencing with
the giving of any notice of Default and continuing
until said Default is cured, (ii) during the period of time any Rent is unpaid (without
regard to whether notice thereof is given Lessee), (iii) during the time Lessee is
in Breach of this Lease, or (iv) in the event that Lessee has been given 3 or more notices
of separate Default, whether or not the Defaults are cured, during the 12
month period immediately preceding the exercise of the Option.




          (b) The period of time within which an Option may be exercised shall not be extended or
enlarged by reason of Lessee’s inability to exercise
an Option because of the provisions of Paragraph 39.4(a).




          (c) An Option shall terminate and be of no further force or effect, notwithstanding
Lessee’s due and timely exercise of the Option, if, after
such exercise and prior to the commencement of the extended term or completion of the
purchase, (i) Lessee fails to pay Rent for a period of 30 days after such
Rent becomes due (without any necessity of Lessor to give notice thereof), or (ii) if
Lessee commits a Breach of this Lease.




40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder
does not include the cost of guard service or other
security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee
assumes all responsibility for the protection of the Premises,
Lessee, its agents and invitees and their property from the acts of third parties. In the
event, however, that Lessor should elect to provide security services, then
the cost thereof shall be an Operating Expense. Lessee shall be entitled, at its sole
cost, to install its own security systems for the Premises, which shall be located within the
Premises and which shall not interfere with the Building Systems.



41. Reservations.



          (a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such
easements, rights and dedications that Lessor
deems necessary, (ii) to cause the recordation of parcel maps and restrictions, (iii) to
create and/or install new utility raceways, so long as such easements, rights,
dedications, maps, restrictions, and utility raceways do not unreasonably interfere with
the use of the Premises by Lessee. Lessor may also: change the name,
address or title of the Building or Project upon at least 90 days prior written notice;
provide and install, at Lessee’s expense, Building standard graphics on the door
of the Premises and such portions of the Common Areas as Lessor shall reasonably deem
appropriate; grant to any lessee the exclusive right to conduct any
business as long as such exclusive right does not conflict with any rights expressly given
herein; and to place such signs, notices or displays as Lessor reasonably
deems necessary or advisable upon the roof, exterior of the Building or the Project or on
pole signs in the Common Areas. Lessee agrees to sign any documents
reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee’s
view, air, or light by any structure erected in the vicinity of the Building,
whether by Lessor or third parties, shall in no way affect this Lease or impose any
liability upon Lessor.




          (b) Lessor also reserves the right to move Lessee to other space of comparable size in the
Building or Project. Lessor must provide at least
45 prior written notice of such move, and the new space must contain improvements of
comparable quality to those contained within the Premises. Lessor shall
bear the reasonable out of pocket costs that Lessee incurs with regard to such
relocation, including the expenses of moving and necessary stationary revision




	 	 	 	 	 	 	 	 	 
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costs. In no event, however, shall Lessor be required to pay an amount in excess of two months
Base Rent. Lessee may not be relocated more than once during the term of this Lease.



          (c) Lessee shall not: (i) use a representation (photographic or otherwise) of the Building
or Project or their name(s) in connection with Lessee’s business; or (ii) suffer or permit anyone,
except in emergency, to go upon the roof of the Building.




42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one Party to the other under the
provisions hereof, the Party against whom the obligation to pay the money is asserted shall have
the right to make payment “under protest” and such payment
shall not be regarded as a voluntary payment and there shall survive the right on the part of said
Party to institute suit for recovery of such sum. If it shall be
adjudged that there was no legal obligation on the part of said Party to pay such sum or any
part thereof, said Party shall be entitled to recover such sum or so much thereof as it was not
legally required to pay.



43. Authority.



          (a) If either Party hereto is a corporation, trust, limited liability company, partnership, or
similar entity, each individual executing this Lease on
behalf of such entity represents and warrants that he or she is duly authorized to execute and
deliver this Lease on its behalf. Each party shall, within 30 days after
request, deliver to the other party satisfactory evidence of such authority.




          (b) If this Lease is executed by more than one person or entity as “Lessee”, each such person
or entity shall be jointly and severally liable
hereunder. It is agreed that any one of the named Lessees shall be empowered to execute any
amendment to this Lease, or other document ancillary thereto and
bind all of the named Lessees, and Lessor may rely on the same as if all of the named Lessees
had executed such document.




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



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



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



47. Multiple Parties. If more than one person or entity is named herein as either Lessor or
Lessee, such multiple Parties shall have joint and several
responsibility to comply with the terms of this Lease.



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



49. Mediation and Arbitration of Disputes. An Addendum requiring the Mediation and/or the
Arbitration of all disputes between the Parties and/or
Brokers arising out of this
Lease  o is  þ is not attached to this Lease.



50. Americans with Disabilities Act. In the event that as a result of Lessee’s use,
of the Premises the Americans with Disabilities Act or
any similar law requires modifications or the construction or installation of improvements
the
Parties agree that such modifications, construction or improvements shall be made at:  o  Lessor’s
expense  þ  Lessee’s
expense. Lessee’s space to meet such requirements in effect on the Start Date. Lessor shall not be responsible for any
expense as a result of future
change.



51. Base Rent and Base Rent Increase, Base Rent shall be as follows:



	 	 	 	 	 
	 

	 	Months 1 — 09
	 	The “must take space” equal to 3,366 rentable square feet shall be rent free.
	 

	 	Months 1 — 09
	 	14,702 rentable square feet @ $2.00 sq.ft. FSG = $29,404.00 [ILLEGIBLE]
	 

	 	Months 10 — 24
	 	18,036 rentable square feet @ $2.00 sq.ft. FSG = $36,076.00 [ILLEGIBLE]
	 

	 	Months 25 — 48
	 	18,038 rentable square feet @ $2.10 sq.ft. FSG = $37,879.80 [ILLEGIBLE]
	 

	 	Months 49 — 72
	 	18,038 rentable square feet @ $2.20
sq. ft. FSG = $39,683.60 [ILLEGIBLE]






52. Tenant Improvements. Tenant Improvements shall include, but are not limited to, the use of
existing carpet, paint, lighting, doors, etc., to accomplish build out per Exhibit “B”. Lessor
shall, at lessors sole cost, purchase enough of SeeBeyond’s Furniture Systems to create 67
cubicles for Loopnet, purchase 7 interior office systems, as well as pay for architectural fees.
Lessor shall, at Lessor’s sole cost, request the furniture vendor make the cubes into 1/2 panels
on cube walls facing the large window area (10 window facing cubes). This change in cubes,
however, is subject to furniture vendor’s ability to make such change.



53.
First Right of Refusal. Lessee shall have a continuing Right of First Refusal to lease any
space in the building, of the Premises which is currently available or later becomes available
during the lease term and any extensions thereof, subject to any previous rights given to any
other Tenant presently occupying the building. (First floor Tenant, EDS, presently has Right of
First Refusal on first floor). The Right of First Refusal of space should be offered to Lessee at
the same terms and conditions (inclusive of a Tenant Improvement Allowance, Base Year, rental rate
etc.) as those proposed to, and accepted by, an interested third party.



Lessee will have fifteen (15) business days after receipt of Lessor’s written notice of third
party interest in which to exercise
or not exercise the Right of First Refusal, if Lessee elects not to exercise the option. Lessor
will have ninety (90) days to
execute a lease with a third party at similar terms offered to
Lessee. If Lessor prepares to
offer said space at an effective rental rate (inclusive of rental rate, Less Improvements, Base Year, etc.) which is lower than that originally offered to Lessee.



	 	 	 	 	 	 	 	 	 
	[ILLEGIBLE]
 


	 	 	 	 	 	[ILLEGIBLE]
 

	 	 
	 
	 	 	 	 	 	 	 	 
	 

Initials

	 	 	 	 	 	 

Initials
	 	 
	 

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or if after ninety (90) days Lessor has failed to execute a lease for the proposed space,
Lessee’s Right of First Refusal shall be reinstated.



Notwithstanding the above, if Lessee exercises this Right of First Refusal or requests to lease
available space (not previously offered) during the first thirty six (36) months following the
commencement date, the monthly rent for the space shall be the ame rate that Lessee is paying,
with a pro rata Lessee Improvement work.



The term of First Right of Refusal shall be coterminous with the Premises.



54. Electrical Service Costs. Electrical shall be submetered. Lessor allocates $.16/square foot per
month. Usage in excess of $.16/square foot shall be billed to Lessee as described in Section 4.2 of the Lease. Lessee shall
pay Lessor such costs within the time period specified in Section 4.2 of the Lease.



55. DDA
Conforming Provision. Lessee herein covenants by and for itself that this Lease is made
and accepted upon and subject to the following conditions:





“There shall be no discrimination against or segregation of any person or group of
persons contrary to the terms of applicable law on account of race, color, creed,
religion, sex, marital status, physical or mental disability or medical condition,
ancestry or national origin in the leasing, subleasing, transferring, use, occupancy,
tenure or enjoyment of the Premises herein leased nor shall Lessee establish or permit
any such practice or practices or discrimination or segregation with reference to the
selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants
or vendors in the Premises herein leased. Lessee shall incorporate the terms of this
paragraph in each lease, sublease, assignment or occupancy agreement executed by Lessee
for all or a portion of the Premises.”


56.
Right to Cancel. Lessee shall have one (1) right to cancel Lease at the end of the 60th
month with no less than nine (9) months prior written notice. Cancellation fee shall be
unamortized commissions and Tenant Improvements.



LESSOR AND LESSEE HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM AND PROVISION
CONTAINED HEREIN, AND BY THE EXECUTION OF THIS LEASE SHOW THEIR INFORMED AND VOLUNTARY CONSENT
THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF THIS LEASE
ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT
TO THE PREMISES.



ATTENTION: NO REPRESENTATION OR RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE
ASSOCIATION OR BY ANY BROKER AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF
THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES. THE PARTIES ARE URGED TO:



1. SEEK ADVICE OF COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE.



2. RETAIN APPROPRIATE CONSULTANTS TO REVIEW AND INVESTIGATE THE CONDITION OF THE PREMISES. SAID
INVESTIGATION SHOULD INCLUDE BUT NOT BE LIMITED TO: THE POSSIBLE PRESENCE OF HAZARDOUS SUBSTANCES, THE ZONING AND
SIZE OF THE PREMISES, THE STRUCTURAL INTEGRITY, THE CONDITION OF THE
ROOF AND OPERATING SYSTEMS, COMPLIANCE
WITH THE AMERICANS WITH DISABILITIES ACT AND THE SUITABILITY OF THE PREMISES FOR LESSEE’S INTENDED USE.



WARNING: IF THE PREMISES ARE LOCATED IN A STATE OTHER THAN CALIFORNIA, CERTAIN PROVISIONS OF THE
LEASE MAY NEED TO BE REVISED TO COMPLY WITH THE LAWS OF THE STATE IN WHICH THE PREMISES ARE LOCATED.



The parties hereto have executed this lease at the place and on the dates specified above their
respective signatures.




	 	 	 	 	 
	Executed at: Monrovia, California

	 	 
	 	Executed at: Monrovia
	on:
      3-8-05

	 	 	 	on:       02-24-05
	 
	By LESSOR:

	 	 	 	By LESSEE:
	S & F Huntington Millennium LLC

	 	 	 	LoopNet






	 	 	 	 	 	 	 	 	 	 	 
	By:	 	 /s/ Blain P. Fetter	 	 	 	By:	 	 
	 	 	 	 	 	 	 	 	 
	Name Printed: Blain P.
Fetter	 	 	 	Name Printed:
	Title

	 	 	 	 	 	 	 	Title:	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	 	 	By:
	 	/s/ Brent Stumme
	 	 	 	 	 	 	 	 	 
	Name Printed:	 	 	 	 	 	Name Printed: Brent Stumme
	 

	 	 	 	 

	 	 	 	 	 	 






	 	 	 	 	 
	 

	  	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	Initials

	 	 	 	Initials






	 	 	 	 	 
	 

	 	Page 17 of 18	 	 
	© 1999 — American Industrial Real Estate Association

	 	REVISED
	 	FORM OFG-1-9/99E






 









 






	 	 	 	 	 	 	 
	Title:

	 	 	 	 	 	Title: CFO 
	 

	 	 

	 	 	 	 
	Address: 602 E. Huntington Drive, Ste. D	 	 	 	Address: 222 Huntington Dr.,
	Monrovia, CA 91016	 	 	 	Suite 118, Monrovia, CA
	 

	 	 	 	 	 	91016
	26-305-5530/626-305-5541	 	 	 	(626) 803-5003






	 	 	 	 	 	 	 	 	 	 	 
	Telephone / Facsimile	 	 	 	Telephone / Facsimile
	Federal ID No.	 	 	 	 	 	Federal ID No.	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	LESSOR’S

	 	 	 	 	 	 	 	LESSEE’S	 	 
	BROKER:

	 	 	 	 	 	 	 	BROKER:	 	 
	N/A	 	 	 	 	 	 	 	CB Richard Ellis
	Attn:	 	 	 	 	 	 	 	Attn: Corey Waite and Patrick Church
	 	 	 	 	 	 	 	 	 
	Address:	 	 	 	 	 	 	 	Address: 355 So. Grand Avenue, Ste. 2700
	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	Los Angeles, CA 90071
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	Telephone / Facsimile No.

	 	 	213-613-3583/213-613-3527
		 	 	 	Telephone / Facsimile No.





These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: American
Industrial Real Estate Association, 700 South Flower Street, Suite 600, Los Angeles, CA
90017. (213)687-8777.



©Copyright 1999-By American Industrial Real Estate Association.



All rights reserved.



No
part of these works may be reproduced in any form without permission in writing.




	 	 	 	 	 
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	Initials

	 	 	 	Initials






	 	 	 	 	 
	 

	 	Page 18 of 18	 	 
	©1999-American Industrial Real Estate Association

	 	REVISED
	 	FORM OFG-1-9/99E







 










 









OPTION(S) TO EXTEND



STANDARD LEASE ADDENDUM




	 	 	 	 	 
	 

	 	Dated
	 	January 14, 2005






	 	 	 	 	 
	 

	 	By and Between (Lessor)
	 	S & F Huntington Millennium LLC
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	(Lessee)
	 	LoopNet
	 
	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Address Of Premises:

	 	 181 W. Huntington Drive, Monrovia, CA






Paragraph 57




A. OPTION(S) TO EXTEND:



Lessor
hereby grants to Lessee the option to extend the term of this Lease
for two (2) additional sixty (60) month period(s) commencing when the prior term expires upon each and all of the following terms and conditions:




     (i) In order to exercise an option to extend, Lessee must give written notice of such
election to Lessor and Lessor must receive the same at least six (6) months prior to the date that the option period
would commence, time being of the essence. If proper notification of the exercise of an option is not given and/or received, such option shall automatically expire.
Options (if there are more than one) may only be exercised consecutively.



     (ii) The provisions of paragraph 39, including those relating to Lessee’s Default set
forth in paragraph 39.4 of this Lease, are conditions of this Option.



     (iii) Except for the provisions of this Lease granting an option or options to extend the
term, all of the terms and conditions of this Lease except where specifically modified by this
option shall apply.



     (iv) This Option is personal to the original Lessee, and cannot be assigned or exercised
by anyone other than said original Lessee and only while the original Lessee is in full
possession of the Premises and without the intention of thereafter assigning or subletting.



     (v) The monthly rent for each month of the option period shall be
calculated as follows, using the method(s) indicated below:


(Check Method(s) to be Used and Fill in Appropriately)




o   I. Cost of Living Adjustment(s) (COLA)




	 	 	 
	     a. On (Fill in COLA Dates):
	 	 
	 

	 	 
	 
	 	 
	 




the Base Rent shall be adjusted by the change, if any, from the Base Month specified below, in
the Consumer Price Index of the Bureau of Labor Statistics of the U.S. Department of Labor for
(select one): o CPI W (Urban Wage Earners and Clerical Workers) or o CPI U (All Urban
Consumers), for (Fill in Urban Area):




	 	 	 
	 
	All items (1982-1984 =
100), herein referred to as “CPI”.






     b. The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be
calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be multiplied by a fraction the numerator of which shall be
the CPI of the calendar month 2 months prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take effect, and the denominator
of which shall be the CPI of the calendar month which is 2 months prior to (select one): o the first month of the term of this Lease as set forth in paragraph 1.3
(“Base Month”) or o (Fill in Other “Base Month”):                                        . The sum so calculated shall constitute the new monthly rent hereunder, but in no event,
shall any such new monthly rent be less than the rent payable for the month immediately
preceding the rent adjustment.



     c. In the event the compilation and/or publication of the CPI shall be transferred to any
other governmental department or bureau or agency or shall be



	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]	 	 	 	Initials:
	 	[ILLEGIBLE]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 





Page 1 of 3




	 	 	 
	©2000 — American Industrial Real Estate Association

	 	FORM OE-3-8/00E
	REVISED



















 





discontinued, then the index most nearly the same as the CPI shall be used to make such
calculation. In the event that the Parties cannot agree on such alternative index, then the matter
shall be submitted for decision to the American Arbitration Association in accordance with
the then rules of said Association and the decision of the arbitrators shall be binding upon the
parties. The cost of said Arbitration shall be paid equally by the Parties.



þ II. Market Rental Value Adjustment(s) (MRV)




   
a. On (Fill in MRV Adjustment Date(s)) June 1, 2010 and
June 1, 2020 (if first option is exercised)
the Base Rent shall be adjusted to 95% the “Fair Market Rental Value” of the property as follows:





     1) Four months prior to each Market Rental Value Adjustment Date described above, the
Parties shall attempt to agree upon what the new MRV will be on the adjustment date.
If agreement cannot be reached, within thirty days, then:



          (a) Lessor and Lessee shall immediately appoint a mutually acceptable appraiser or broker
to establish the new MRV within the next 30 days. Any associated costs will be split equally between the Parties, or




          (b) Both Lessor and Lessee shall each immediately make a reasonable determination of the
MRV and submit such determination, in writing, to arbitration in accordance with the following provisions:




               (i) Within
15 days thereafter, Lessor and Lessee shall each select an
þ appraiser or
 ̈
broker (“Consultant” — check one) of their choice to act as an arbitrator. The two arbitrators so
appointed shall immediately select a third mutually acceptable Consultant to act as a third
arbitrator.



               (ii) The 3 arbitrators shall within 30 days of the appointment of the third arbitrator
reach a decision as to what the actual MRV for the Premises is, and whether Lessor’s or Lessee’s submitted MRV is
the closest thereto. The decision of a majority of the arbitrators shall be
binding on the Parties. The submitted MRV which is determined to be the closest to the actual MRV
shall thereafter be used by the Parties.



               (iii) If either of the Parties fails to appoint an arbitrator within the specified 15
days, the arbitrator timely appointed by one of them shall reach a decision on his or her own, and
said decision shall be binding on the Parties.



               (iv) The entire cost of such arbitration shall be paid by the party whose submitted MRV
is not selected, ie. the one that is NOT the closest to the actual MRV.



     2) Notwithstanding the foregoing, the new MRV shall not be less than the rent payable for the
month immediately preceding the rent adjustment.


   b. Upon the establishment of each New Market Rental Value:




     1) the new MRV will become the new “Base Rent” for the purpose of calculating any further
Adjustments, and




     2) the first month of each Market Rental Value term shall become the new “Base Month” for the
purpose of calculating any further Adjustments.



	 	 	 	 	 	 	 
	 ̈

	 	III.
	 	Fixed Rental Adjustment(s) (FRA)	 	 
	 
	 	 	 	 	 	 
	The Base Rent shall be increased to the following amounts on the dates set forth below:






	 	 	 
	     On (Fill in FRA Adjustment Date(s)):

	 	The New Base Rent shall be:
	 
	 	 
	                                                                                     

	 	           $                                                                                
	                                                                                     

	 	           $                                                                                
	                                                                                     

	 	           $                                                                                
	                                                                                     

	 	           $                                                                                





B. NOTICE:




     Unless specified otherwise herein, notice of any rental adjustments, other than Fixed Rental
Adjustments, shall be made as specified in paragraph 23 of the Lease.


C.
BROKER’S FEE: See attached Commission Schedule.





	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]
	 	 	 	Initials:
	 	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 
	 

	 	                    
	 	 	 	 	 	                    






	 	 	 	 	 
	 
	 	Page 2 of 3	 	 
	(c)2000 — American Industrial Real Estate Association
	 	 	 	FORM OE-3-8/OOE
	 
	 	REVISED	 	 







 









 







NOTE: These forms are often modified to meet changing requirements of law and needs of the
industry. Always write or call to make sure you are utilizing the most current form: AMERICAN
INDUSTRIAL REAL ESTATE ASSOCIATION, 700 S. Flower Street, Suite 600, Los Angeles, Calif. 90017




	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]
	 	 	 	Initials:
	 	[ILLEGIBLE]
	 	 	 	 	 	 	 	 	 
	 

	 	                    
	 	 	 	 	 	                    






	 	 	 	 	 
	 
	 	Page 3 of 3	 	 
	(C)2000 — American Industrial Real Estate Association
	 	 	 	FORM OE-3-8/OOE
	 
	 	REVISED	 	 







 










 






RULES AND REGULATIONS FOR

STANDARD OFFICE LEASE









	 	 	 
	Dated:

	 	January 14, 2005






	 	 	 
	By and Between

	 	S & F Huntington Millennium
LLC and LoopNet






GENERAL RULES




     1. Lessee shall not suffer or permit the obstruction of any Common Areas, including
driveways, walkways and stairways.



     2. Lessor reserves the right to refuse access to any persons Lessor in good faith judges to
be a threat to the safety and reputation of the Project and its occupants.



     3. Lessee shall not make or permit any noise or odors that annoy or interfere with other
lessees or persons having business within the Project.



     4. Lessee shall not keep animals or birds within the Project, and shall not bring bicycles,
motorcycles or other vehicles into areas not designated as authorized for same.



     5. Lessee shall not make, suffer or permit litter except in appropriate receptacles for that
purpose.



     6. Lessee shall not alter any lock or install new or additional locks or bolts.



     7. Lessee shall be responsible for the inappropriate use of any toilet rooms, plumbing or
other utilities. No foreign substances of any kind are to be inserted therein.



     8. Lessee shall not deface the walls, partitions or other surfaces of the Premises or
Project.



     9. Lessee shall not suffer or permit anything in or around the Premises or Building that
causes excessive vibration or floor loading in any part of the Project.



     10. Furniture, significant freight and equipment shall be moved into or out of the building
only with the Lessor’s knowledge and consent, and subject to such reasonable limitations,
techniques and timing, as may be designated by Lessor. Lessee shall be responsible for any damage
to the Office Building Project arising from any such activity.



     11. Lessee shall not employ any service or contractor for services or work to be performed in
the Building, except as approved by Lessor.



     12. Lessor reserves the right to close and lock the Building on Saturdays, Sundays and
Building Holidays, and on other days between the hours of
6:30 P.M. and 7:30 A.M. of the following day. If Lessee uses the
Premises during such periods, Lessee shall be responsible for
securely locking any doors it may have opened for entry.



     13. Lessee shall return all keys at the termination of its tenancy and shall be responsible
for the cost of replacing any keys that are lost.



     14. No window coverings, shades or awnings shall be installed or used by Lessee.



     15. No Lessee, employee or invitee shall go upon the roof of the Building.



     16. Lessee shall not suffer or permit smoking or carrying of lighted cigars or cigarettes in
areas reasonably designated by Lessor or by applicable governmental agencies as non-smoking areas.



     17. Lessee shall not use any method of heating or air conditioning other than as provided by
Lessor.



     18. Lessee shall not install, maintain or operate any vending machines upon the Premises
without Lessor’s written consent.



     19. The Premises shall not be used for lodging or manufacturing, cooking or food preparation.



     20. Lessee shall comply with all safety, fire protection and evacuation regulations
established by Lessor or any applicable governmental agency.



     21. Lessor reserves the right to waive any one of these rules or regulations, and/or as to any
particular Lessee, and any such waiver shall not constitute a waiver of any other rule or
regulation or any subsequent application thereof to such Lessee.



     22. Lessee assumes all risks from theft or vandalism and agrees to keep its Premises locked as
may be required.



     23. Lessor reserves the right to make such other reasonable rules and regulations as it may
from time to time deem necessary for the appropriate operation and safety of the Project and its
occupants. Lessee agrees to abide by these and such rules and regulations.



PARKING RULES




     1. Parking areas shall be used only for parking by vehicles no longer than full size,
passenger automobiles herein called “Permitted Size Vehicles.” Vehicles other than Permitted Size
Vehicles are herein referred to as “Oversized Vehicles.”



     2. Lessee shall not permit or allow any vehicles that belong to or are controlled by Lessee
or Lessee’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or
parked in areas other than those designated by Lessor for such activities.



     3. Parking stickers or identification devices shall be the property of Lessor and be
returned to Lessor by the holder thereof upon termination of the holder’s parking privileges.
Lessee will pay such replacement charge as is reasonably established by Lessor for the loss of such
devices.



     4. Lessor
reserves the right to refuse the sale of monthly identification devices to any
person or entity that willfully refuses to comply with the applicable rules, regulations, laws
and/or agreements.



     5. Lessor reserves the right to relocate all or a part of parking spaces from floor to
floor, within one floor, and/or to reasonably adjacent offsite location(s), and to reasonably
allocate them between compact and standard size spaces, as long as the same complies with
applicable laws, ordinances and regulations.



     6. Users of the parking area will obey all posted signs and park only in the areas
designated for vehicle parking.



     7. Unless otherwise instructed, every person using the parking area is required to park and
lock his own vehicle. Lessor will not be responsible for any damage to vehicles, injury to persons
or loss of property, all of which risks are assumed by the party using the parking area.



     8. Validation, if established, will be permissible only by such method or methods as Lessor
and/or its licensee may establish at rates generally applicable to visitor parking.



     9. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or
Common Areas is prohibited.



     10. Lessee shall be responsible for seeing that all of its employees, agents and invitees
comply with the applicable parking rules regulations laws and




	 	 	 	 	 	 	 
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agreements.




     11. Lessor reserves the right to modify these rules and/or adopt such other reasonable and
non-discriminatory rules and regulations as it may deem necessary for the proper operation of the
parking area.



     12. Such parking use as is herein provided is intended merely as a license only and no bailment
is intended or shall be created hereby.



	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]	 	 	 	Initials:
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	© 1999 -American Industrial Real Estate Association

	 	REVISED
	 	FORM OFG-1-9/99E







 










 






STANDARD OFFICE LEASE

JANITORIAL SPECIFICATIONS





OFFICES & COMMON AREAS — DAILY (5 Days Per Week)





	1.	 	Includes offices, restrooms, common hallways, lobbies, stairways, elevators & exterior
entrances.
	 
	2.	 	Sweep and dust mop hard surface floors (resilient and composition) with treated dust mops
to remove litter and dust.
Damp mop and spot mop to remove heavy dirt and spills.
	 
	3.	 	Vacuum all carpeted areas and floor mats of the offices and common areas.
	 
	4.	 	Remove water soluble spots such as coffee and soft drinks from carpet. Non water soluble
spots will be removed as soon
as possible by supervisory personnel.
	 
	5.	 	Dust cleared surfaces such as desks, telephone, chairs, tables filing cabinets and other
office furniture.
	 
	6.	 	Break Room & Kitchen Areas — Clean tabletops & chairs, vacuum carpet, sweep and mop
floors, remove trash and replace
liners, refill dispensers, clean countertops, sinks and outside of refrigerators.
	 
	7.	 	Dust and clean all office furniture, file cabinets, fixtures and windowsills. We do not
touch any documents left on the desks
and will only clean desktops when desk is clear.
	 
	8. 	 	Return and arrange furniture to their correct positions.
	 
	9.	 	Remove smudges and fingerprints from doors, walls, door frames, wall switches, kick
plates and push plates, desks and
counters.
	 
	10.	 	Empty all trash receptacles and replace liners and wash clean as necessary.
	 
	11.	 	Clean lobby door glass in and out and sweep the entryways, sidewalks and stairs
leading into the building. Empty the
ashtrays and replace sand when necessary.
	 
	12.	 	Clean and sanitize all water fountains and drinking fountains and clean and polish
bright metal.
	 
	13.	 	Clean open counter tops.
	 
	14.	 	Maintain carpeted stairways and handrails.





WEEKLY MAINTENANCE





	1.	 	Dust low reaching areas such as chair rungs, windowsills, doorjambs, mouldings and
baseboards.
	 
	2.	 	Vacuum carpeted stairways and clean handrails.
	 
	3.	 	Clean exit doors.
	 
	4.	 	Dust all counters, shelves, and bookcases and file cabinets.
	 
	5.	 	High dust picture frames, doorframes and window frames.
	 
	6.	 	Detail vacuum all carpeted areas, under desks and along edges.
	 
	7.	 	Spot clean all interior glass.





MONTHLY MAINTENANCE





	1.	 	Perform dusting of all high reach areas including door tops, door frames, louvers and
ceiling vents.
	 
	2.	 	Dust venetian blinds.





FLOOR CARE SERVICES





	1.	 	Machine scrub and sanitize rest-room floors monthly.
	 
	2.	 	Machine scrub and apply new floor finish all tile areas semiannually.
	 
	3.	 	Clean and spray buff quarterly all tile areas.






	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]	 	 	 	Initials:
	 	[ILLEGIBLE]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 







	 	 	 
	© 1999 — American Industrial Real Estate Association

	 	FORM OFG-1-9/99E






 









 






STANDARD OFFICE LEASE

SITE PLAN EXHIBIT “A”











	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]	 	 	 	Initials:
	 	[ILLEGIBLE]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 








	 	 	 
	© 1999 — American Industrial Real Estate Association

	 	FORM OFG-1-9/99E






 









 






STANDARD OFFICE LEASE

FLOORPLAN






EXHIBIT “B”








	 	 	 	 	 	 	 	 	 
	Initials:

	 	[ILLEGIBLE]	 	 	 	Initials:
	 	[ILLEGIBLE]
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 
	 	 	 	 	 	 






	 	 	 
	© 1999 — American Industrial Real Estate Association

	 	FORM OFG-1-9/99E






 









 






STANDARD OFFICE LEASE

STANDARD METHOD OF MEASUREMENT






EXHIBIT “C”



Measurement
Standards. Criteria is as follows:




     (i) Building measurements are to outside face of wall.



     (ii) Core measurements are to tenant side of corridors and common areas.



     (iii) Total gross areas includes overhangs at ground floor.



     (iv) Net building excludes all overhangs.



     (v) Common areas Includes interior lobby, corridors, restrooms, staircases, elevators and
mechanical/electrical/telecom rooms.



     (vi) Useable area = Net building area less common area.



     (vii) Exclusive use common areas are Included in net building measurement.




	 	 	 	 	 	 	 	 	 
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	© 1999 — American Industrial Real Estate Association

	 	FORM OFG-1-9/99E







 









 










COMMISSION SCHEDULE




EFFECTIVE JANUARY 1, 2005



Samuelson & Fetter LLC will pay a single commission to the broker who is, in its judgment, the
procuring cause of each consummated transaction listed in this schedule.




NET LEASES



4% of the total base rent for the first five years, plus;

2% of the total base rent for the second five years.




OFFICE SPACE GROSS LEASES



4% of the total base rent for the first five years, plus;

2% of the total base rent for the remainder of the Lease term (options), subject to broker’s active
participation as Lessee’s recognized broker at the time each option is exercised.




LEASE COMMISSION PAYMENT



Commissions will be paid at such time as all documents have been signed, contingencies have been
satisfied, security deposits and initial rent payments have been received, and acceptance and
occupancy of the premises has occurred.




TRANSACTIONS NOT COVERED BY THIS SCHEDULE



This schedule does not apply to any commission on a sale transaction or on a commission in excess
of $250,000. Such commissions will be specifically negotiated with Samuelson & Fetter LLC. It is
the broker’s responsibility to initiate such negotiations. This schedule shall expire on December
31, 2005, however, Samuelson & Fetter LLC may modify or rescind this schedule at any time and
without notification.




QUALIFICATIONS



No commission will be paid on amortization of above standard or specialized tenant improvements.



While this schedule reflects the general bases and method of payments, it is not a contract. No
commission obligation will exist until such time as a specific commission agreement has been signed
by the procuring broker and Samuelson & Fetter LLC.



In circumstances involving the acceptance of a Lessee with, in the judgment of Samuelson & Fetter
LLC, a limited financial condition and, therefore a higher than normal risk profile, commissions
will only be paid as rents are received.




	 	 	 
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SAMPLE SNDA




RETURN
TO:




Peter Vescovo

Lend Lease Mortgage Capital

700 N. Pearl, Suite 2400

Dallas, Texas 75201




SUBORDINATION, ATTORNMENT AND NONDISTURBANCE AGREEMENT




Mtge.#: M-000522400



     This
SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE AGREEMENT
(“Agreement”)
is made and entered into as of                     , 2002, by and among Lend Lease Mortgage Capital, L.P. (“LLMC” or
“Lender”); and S&F HUNTINGTON MILLENNIUM, LLC
(“Borrower”);
and                                         
(“Lessee”).



A. Lender is or will become the owner and holder of a certain Note (“Note”) in the principal sum of
$ 13,000,000.00, secured or to be secured by a certain Mortgage, Deed of Trust and Security
Agreement (as the same may be hereafter amended or modified from time to time, the “Mortgage”),
executed, or to be executed by Borrower for the benefit of Lender, which Mortgage constitutes or
will constitute a lien on the land described in Exhibit “A” attached hereto and
incorporated herein by reference for all purposes and the improvements now or hereafter located
thereon (“Property”); and




     B. Lessee is the holder of a leasehold estate in and to all or a portion of the Property (the
portion of
the Property which is the subject of such leasehold estate being referred to as the “Demised
Premises”) pursuant to
the terms of that certain lease agreement dated June 29, 2002, (as amended to date, the
“Lease”) and executed by and
between Lessee, as the tenant, and S&F HUNTINGTON MILLENNIUM, LLC, as the landlord
(“Landlord”);



     C. Borrower, Lessee and Lender desire to confirm their understandings with respect to the
Lease and
the Mortgage.



	 	 	 
	Initial Here  [ILLEGIBLE] 

	 	Initial Here  [ILLEGIBLE] 







 









 






     NOW, THEREFORE, in consideration of the mutual and dependent covenants and agreements
herein contained, and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged and confessed, the parties hereto agree and covenant as follows:



     1. Subordination. Subject to the terms of this Agreement, the Lease now is, and shall at all
times continue to be, subject, inferior and subordinate in each and every respect to the lien of the
Mortgage and to any and
all renewals, amendments, modifications, extensions, substitutions, replacements, increases
and/or consolidations of
the Mortgage and/or Note. This Agreement shall be the only agreement relating to the
subordination of the Lease to
the lien of the Mortgage and shall supersede and cancel insofar as same may affect the
priority between the
Mortgage and the Lease, any prior agreements or provisions relating to the subordination of
the Lease to the lien of
the Mortgage, including, without limitation, those provisions, if any, contained in the Lease
which provide for the
subordination thereof to the lien of any deed of trust, mortgage or other security agreement.
Nothing herein
contained shall be deemed or construed as limiting or restricting the enforcement by Lender of
any of the terms,
covenants, provisions or remedies specified in the Mortgage, whether or not consistent with
the Lease, (including,
without limitation, any rights, remedies, privileges and recourses of Lender with respect to
insurance proceeds and
condemnation awards attributable to the Demised Premises or the Property).



     2. Attornment. If Lender or its successors or assigns, including any purchaser at
judicial or
nonjudicial foreclosure sale or similar proceeding (Lender and any such other party being
herein referred to as a
“Purchaser”), acquires the Demised Premises and succeeds to the interests of Borrower under
the Lease, pursuant to
a judicial or nonjudicial foreclosure sale or by the exercise of any of its remedies specified
in the Loan Documents
(as defined in the Note), Lessee shall be bound to Purchaser in accordance with all of the
terms, covenants and
conditions of the Lease for the balance of the term thereof and any extension thereof duly
exercised by Lessee with
the same force and effect as if Purchaser were the landlord under the Lease. Lessee does
hereby attorn to Purchaser,
as its landlord, which attornment shall be effective and self-operative, without the execution
of any further
instruments on the part of any of the parties hereto, immediately upon Purchaser’s succeeding
to the interest of
Borrower under the Lease; provided, however, that Lessee shall be under no obligation to pay
rent to Purchaser until
Lessee receives written notice from Purchaser that it has succeeded to the interest of
Borrower under the Lease, and
upon receipt of such notice, Lessee shall pay to Purchaser all rental and other payments
required under the Lease for
the duration of the term of the Lease and any extensions thereof duly exercised by Lessee. The
respective rights and
obligations of Lessee and Purchaser upon such attornment, to the extent of the then remaining
balance of the term of
the Lease and any extension thereof duly exercised, shall be and are the same as now set forth
therein, it being the
intention of the parties hereto for this purpose to incorporate the Lease in this Agreement by
reference, with the
same force and effect as if expressly set forth herein.



     3. Nondisturbance. In the event of a foreclosure of the lien of the Mortgage, so long
as Lessee is not
in default in the payment of rent or in the performance of any of the terms, covenants or
conditions of the Lease on
Lessee’s part to be performed (beyond any period given in the Lease to Lessee to cure such
default), Lessee’s
possession, use and occupancy of the Demised Premises pursuant to the Lease shall not be
extinguished or
terminated by reason of such foreclosure nor interfered with or disturbed by Purchaser during
the term of the Lease
and any extension thereof as may be duly exercised by Lessee pursuant to the terms of the
Lease. If at, or
subsequent to, the time that Purchaser shall acquire, in whatever manner, title to the
Property or Borrower’s title or
interest in the Demised Premises (subject to the Lease), or from time to time thereafter, any
default exists or occurs
under the Lease, then Purchaser shall be entitled to exercise or enforce any and all rights,
privileges, remedies and
recourses which it may have against Lessee under or pursuant to the Lease or other applicable
law (including,
without limitation, the termination of the Lease, the dispossession of Lessee from the Demised
Premises, or the
prosecution of an action for breach of the Lease), notwithstanding the provisions of this
Agreement.



     4. Purchaser’s
Obligations. If Purchaser shall succeed to the interest of Borrower under the
Lease, Purchaser shall be bound to Lessee under all of the terms, covenants and conditions of the
Lease; provided
however, that Purchaser shall not be:




          (a) liable for any act or omission of any prior lessor (including Borrower)
under the Lease; or



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          (b)
subject to any offsets or defenses which Lessee might have against any prior lessor (including Borrower) under the Lease; or




          (c) bound by any rent, additional rent, advance rent or other monetary obligations
which
Lessee might have paid for more than the current month to any prior lessor (including
Borrower) under the
Lease and which is not delivered or paid to Purchaser at the time of Purchaser’s
succession to title to the
Demised Premises, and all such rent or other monetary obligations shall remain due and
owing,
notwithstanding such advance payment, and with respect to which Lessee agrees to look
solely to Borrower
for refund or reimbursement; or




          (d) bound by any security deposit of any type or advance rental deposit made by Lessee
under the Lease which is not delivered or paid to Purchaser at the time of Purchaser’s
succession to title to
the Demised Premises, and with respect to which Lessee agrees to look solely to
Borrower for refund or
reimbursement; or




          (e) bound by any amendment, modification, supplementation, termination or cancellation
of the Lease made without Lender’s or Purchaser’s prior written consent and approval; or




          (f) required to complete the construction of any improvements or otherwise perform the
obligations of Borrower under the Lease in the event that Purchaser acquires title to
the Property prior to
full completion and acceptance by Lessee of any improvements required under the Lease;
or




          (g) liable or responsible under or pursuant to the terms of the Lease after it conveys
its interest in or to the Demised Premises; or




          (h) obligated to cure any defaults under the Lease of any prior lessor
(including Borrower) which occurred prior to the date Purchaser obtained title to or took
possession of the Property.



     5. Negative
Covenants. Unless Lender or Purchaser shall have given its written
consent, Lessee
agrees not to do any of the following: (a) prepay the rent or other monetary obligations
under the Lease for more
than one (1) month in advance, (b) enter into any agreement, whether oral or written, with
Borrower to amend,
modify, supplement, replace, restate or otherwise change the Lease, (c) voluntarily surrender
the Demised Premises
or terminate the Lease, and (d) sublease or assign all or any portion of the Demised Premises
or the Lease.



     6. Default. In the event Borrower shall fail to perform or observe any of the terms,
conditions or
agreements in the Lease, Lessee shall give written notice thereof to Lender and Lender shall
have the right (but not
the obligation) to cure such default. Lessee shall not take any action with respect to such
default under the Lease,
including without limitation any action in order to terminate, rescind or avoid the Lease or
to withhold any rent or
other monetary obligations thereunder, for a period of thirty (30) days following receipt of
such written notice by
Lender; provided, however, that in the case of any default which cannot with diligence be
cured within said thirty
(30) day period, if Lender shall proceed promptly to cure such default and thereafter
prosecute the curing of such
default with diligence and continuity, the time within which such default may be cured shall
be extended for such
period as may be necessary to complete the curing of such default with diligence and
continuity.



     7. Liability of Purchaser. Anything herein or in the Lease to the contrary
notwithstanding, Purchaser
shall have no obligation, nor incur any liability, beyond Purchaser’s then interest, if any,
in the Property (including
any title and casualty insurance proceeds and condemnation awards actually paid to Lender),
and Lessee shall look
exclusively to such interest of Purchaser in the Property for the payment and discharge of any
obligations which
may be imposed upon Purchaser hereunder or under the Lease.



     8. Notices. All notices or other communications required or permitted to be given pursuant
to the
provisions hereof shall be in writing and shall be considered as properly given if (i) mailed
to the addressee by first
class United States mail, postage prepaid, registered or certified with return receipt
requested, (ii) by delivering same
in person to the addressee, or (iii) by delivery to a third party commercial delivery service
for same day or next day



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delivery to the office of the addressee with proof of delivery. Notice so given shall be effective,
as applicable, upon (i) its deposit with the U.S. Postal Service, (ii) delivery to the addressee,
or (iii) upon delivery to such third party delivery service. Notice given in any other manner shall
be effective only if and when received by the addressee. For purposes of notice, the addresses of
the parties shall be:




	 	 	 	 	 
	 

	 	Lender:
	 	Lend Lease Mortgage Capital
	 

	 	 	 	700 N. Pearl, Suite 2400
	 

	 	 	 	Dallas, Texas 75201
	 
	 	 	 	 
	 

	 	Borrower:
	 	S&F Huntington Millennium, LLC
	 

	 	 	 	602 E. Huntington Drive, Suite D
	 

	 	 	 	Monrovia, CA 91016 
	 

	 	 	 	Attn: Blaine P. Fetter
	 
	 	 	 	 
	 

	 	Lessee:	 	 





Notwithstanding the foregoing, any party shall have the right to change its address for notice
hereunder to any other location within the continental United States by the giving of thirty (30)
days’ notice to the other parties in the manner set forth herein.




     9. Counterparts. This Agreement may be executed in any number of counterparts each of which
shall be deemed to be an original but all of which when taken together shall constitute one
agreement.



     10. No
Oral Change. This Agreement may not be modified, amended, waived, extended,
changed,
discharged, or terminated orally, or by any act or failure to act on the part of any party
hereto, but only by an
agreement in writing signed by the party against whom the enforcement of any modification,
amendment, waiver,
extension, change, discharge or termination is sought.



     11. Successors. This Agreement shall inure to the benefit of and be binding upon the parties
hereto
and their respective successors and assigns.



     12. Remedies
Cumulative. All remedies provided for herein are cumulative and shall
be in addition
to, but not in lieu of, any and all other rights and remedies provided by law and by any and
all other agreements
between Lender and either Borrower or Lessee.



     13. Further
Assurances. At the request of Lender, Borrower and Lessee shall execute,
acknowledge,
and deliver such other documents and/or instruments as may be reasonably required by Lender in
order to effectuate
the intent and purpose of this Agreement; provided, however, that no such document or
instrument shall modify the
rights and obligations of Borrower and Lessee as provided herein.



     14. Attorneys’
Fees. The prevailing party in any action brought against the other
parties hereto to
enforce any rights, obligations or duties under this Agreement shall be entitled to recover
from the nonperforming
party the prevailing party’s reasonable costs and expenses (including attorneys’ fees)
incurred in connection with the
enforcement hereof.



     15. Applicable Law. This Agreement shall be governed by and construed in accordance with the
laws
of the state in which the Property is located.



     16. Termination. This Agreement shall be of no further force and effect and shall
become null and
void upon the recording of a release of the lien of the Mortgage in the applicable real
property records.



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EXECUTED as of the day and year first above written.




	 	 	 	 	 	 	 
	 	 	LENDER:
	 
	 	 	 	 	 	 
	 	 	LEND LEASE MORTGAGE CAPITAL, L.P.
	 	 	By:	 	Pearl Mortgage, Inc., its General Partner
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 	 	 	 	 
	 	 	Title:	 	 Vice President, Mortgage Capital Division
	 
	 	 	 	 	 	 
	 	 	BORROWER:
	 
	 	 	 	 	 	 
	 	 	S&F HUNTINGTON MILLENNIUM LLC, a California limited
liability company
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	LESSEE:
	 
	 	 	 	 	 	 
	 	 	 
	 
	 	 	 	 	 	 
	 

	 	a	 	 	 	 
	 	 	 

	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 





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TENANT ACKNOWLEDGMENT




STATE OF                                         }§




COUNTY OF                                         } §



On        
                                 
before
me,                                         
personally appeared                                                             
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/her/their signatures
on the instrument the person(s) or the entity upon behalf of which the persons acted, executed the
instrument.



WITNESS my hand and official seal.



Signature:                                         




(this area for official notary seal)




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EXHIBIT “A” 




LEGAL DESCRIPTION



THE LAND REFERRED TO HEREIN IS SITUATED IN THE STATE OF CALIFORNIA, COUNTY OF LOS ANGELES,
DESCRIBED AS FOLLOWS:



PARCEL 1 OF PARCEL MAP. NO 25864, IN THE CITY OF MONROVIA, COUNTY OF LOS ANGELES, SATE OF
CALIFORNIA, AS PER MAP FILED IN BOOK 299, PAGES 86 AND 87 OF PARCEL MAPS, IN THE OFFICE OF THE
COUNTY RECORDER OF SAID COUNTY.




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