exv10w43






Exhibit 10.43




STANDARD INDUSTRIAL/COMMERCIAL MULTI-TENANT LEASE — NET

AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION






1. Basic Provisions (“Basic Provisions”).




     1.1 Parties: This Lease (“Lease”), dated for reference purposes only, October 1, 2009, is made
by and between OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION (“Lessor”) and NXG ACUTE CARE
LLC, A CALIFORNIA LIMITED LIABILITY COMPANY AND WHOLLY-OWNED SUBSIDIARY OF NEXTGEN HEALTHCARE
INFORMATION SYSTEMS, INC., A CALIFORNIA CORPORATION AND WHOLLY-OWNED SUBSIDIARY OF QUALITY SYSTEMS
INC., A CALIFORNIA CORPORATION (“Lessee”), (collectively the “Parties”, or individually a “Party”).



     1.2(a) Premises: That certain portion of the Project (as defined below), including all
Improvements therein or to be provided by Lessor under the terms of this Lease, commonly known by
the street address of 22912 Mill Creek Drive, Suite A, located in the City of Laguna Hills, County
of Orange, State of California, with zip code 92653, as outlined on Exhibit A and Exhibit A-1
attached hereto (“Premises”) and generally described as (describe briefly the nature of the
premises): a portion of a multi-tenant Building within the Project known as Lake Forest Corporate
Park. 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, exterior walls or 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” (See also Paragraph 2).



     1.2(b) Parking: Lessee’s prorata share of (4:1,000) of
unreserved vehicle parking spaces
(“Unreserved Parking Spaces”); and -0- reserved vehicle parking spaces
(“Reserved Parking Spaces”).
(Also see Paragraph 2.6.)



     1.3 Term: Approximately
two (2) years and five (5) months (“Original Term”) commencing
November 1, 2009 (“Commencement Date”) and ending March 20, 2012 (“Expiration Date”). (Also see
Paragraph 3.)



     1.4 Early Possession: 
Upon Lessor’s notice to Lessee that Tenant Improvements are
Substantially Complete (“Early Possession Date”). (Also see Paragraphs 3.2 and 3.3.)



     1.5 Bass Rent: $2,778.60
per month (“Base Rent”) (See Addendum C for Rent Adjustments)
plus $763.35 Common Area Operating Expenses and $454.68 Electricity Charges (see Addendum
A, Items D & H) for a total Monthly Remittance of $3,996.63 payable on the first day of each
month commencing November 1, 2009 (Also see Paragraph 4.)




	 	a.	 	Landlord’s Mailing Address: 7 Corporate Plaza, Newport Beach, CA 92660
	 
	 	b.	 	Tenant’s Mailing Address: 22912 Mill Creek Drive, Suite A, Laguna Hills, CA 92653
	 
	 	c.	 	RENT CHECKS ARE DUE ON THE FIRST OF EACH MONTH. Please remit Rent Payments to:
 Olen
Commercial Realty Corp., Unit Q, P. O. Box 51915, Los Angeles, CA 90051-8215

LESSOR DOES NOT INVOICE ON A MONTHLY BASIS.






			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials





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     1.6
Lessee’s Share of Common Area Operating Expanses: 4.35 percent (4.35%) (Lessee’s Share”).



     1.7.
Base Rent and Other Monies Paid Upon Execution:




	 	(a)	 	Base Rent: $2,778.60 for the period November 1-30, 2009
	 
	 	(b)	 	Common Area Operating Expenses: $763.35 for the period November 1-30, 2009
	 
	 	(c)	 	Security Deposit: $4,165.85 (Security Deposit”). (See also Paragraph 5)
	 
	 	(d)	 	Other: $454.68 Electricity Charges for November 1-30, 2009
	 
	 	(e)	 	Total Due Upon Execution of this Lease: $8,162.48





     1.8 Agreed Use: General office as approved by the City of Laguna Hills (See also Paragraph 6)



     1.9 Insuring Party. Lessor is the “Insuring Party”. (Also see Paragraph 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):




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

N/A represents Lessee exclusively (“Lessee’s Broker”); or

N/A represents both Lessor and Lessee (“Dual Agency”). (Also see Paragraph 15.)




          (b) Payment to Brokers. Upon the execution of this Lease by both Parties and occupancy of the
Premises by Lessee, 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 are to be guaranteed by N/A
(“Guarantor”). (Also see Paragraph 37.)



     1.12 Addenda and Exhibits. Attached hereto are Addenda A, B, C and Exhibits A, A-1, all of
which constitute a part of this Lease.



2. Premises, Parking and Common Areas.




     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 square footage 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.



     2.2 Condition. Lessor shall deliver that portion of the Premises contained within the
Building (“Unit”) to Lessee broom clean and free of debris on the Commencement Date or the Early
Possession Date, whichever first occurs (“Start Date”), and so long as the required service
contracts described in Paragraph 7.1(b) below are obtained by Lessee and in effect within 30 days
following the Start Date, warrants that the existing electrical, plumbing, fire sprinkler,
lighting, heating, ventilating and air conditioning systems (“HVAC”), loading doors, if any, and
all such other elements in the Unit, other than those constructed by Lessee, shall be in good
operating condition on said date and that the structural elements of the roof, bearing walls and
foundation of the Unit shall be free of material defects. If a non-compliance with such warranty
exists as of the Start Date, or if one of such systems or elements should malfunction or fall
within the appropriate warranty period, Lessor shall, as Lessor’s sole obligation with respect to
such matter, except as otherwise provided in this Lease, promptly after receipt of written notice
from Lessee selling forth with specificity the nature and extent of such non-compliance,
malfunction or failure, rectify same at Lessor’s expense. The warranty period shall be as follows:
30 days as to all Building systems and other elements of the Unit, except for latent or structural
defects. If Lessee does not




			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials





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give Lessor the required notice within the appropriate warranty period, correction of any such
non-compliance, malfunction or failure shall be the obligation of Lessee at Lessee’s sole cost and
expense (except for the repairs to the fire sprinkler systems, roof, foundations, and/or bearing
walls (see Paragraph 7)).



     2.3 Compliance. Lessor warrants that the Improvements on 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 in effect on the Start Date (“Applicable Requirements”). Said
warranty does not apply to the use to which Lessee will put the Premises 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 Applicable Requirements, and especially the
zoning, 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 selling forth with
specificity the nature and extent of such non-compliance, rectify the same at Lessor’s expense. If
Lessee does not give Lessor written notice of a non-compliance with this warranty within 6 months
following the Start Date, correction of that non-compliance shall be the obligation of Lessee at
Lessee’s sole cost and expense. 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
Unit, Premises and/or Building, the remediation of any Hazardous Substance, or the reinforcement or
other physical modification of the Unit, Premises and/or Building (“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 obligation to pay for the portion of such costs reasonably attributable to the
Premises pursuant to the formula set out in Paragraph 7.1(d); 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.




          (c) Notwithstanding the above, the provisions concerning Capital Expenditure are intended to
apply only to non-voluntary, unexpected, and new Applicable Requirements. If the Capital
Expenditures are instead triggered by Lessee as a result of an actual or proposed change in use,
change in intensity of use, or modification to the 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 hereby acknowledges: (a) that it has been advised by Lessor
and/or Broker(s) 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 the Americans with Disabilities Act), and their
suitability for Lessee’s Intended use, (b) Lessee has made such Investigation as it deems necessary
with reference to such matters, is satisfied with reference thereto, and assumes all responsibility
therefore as the same relate to Lessee’s occupancy of the Premises and/or the terms of this Lease;
and (c) that 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.




			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials





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     2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in this Paragraph 2 shall
be of no force or effect if immediately prior to the Start Date Lessee was the owner or occupant of
the Premises. In such event, Lessee shall be responsible for any necessary corrective work.



     2.6 Vehicle Parking. Lessee shall be entitled to use the number of Unreserved Parking Spaces
and Reserved Parking Spaces specified in Paragraph 1.2(b) on those portions of the Common Areas
designated from time to time by Lessor for parking. Lessee shall not use more parking spaces than
said number. Said parking spaces shall be used for parking by vehicles no larger than full-size
passenger automobiles or pick-up trucks, herein called “Permitted Size Vehicles”. Lessor may
regulate the loading and unloading of vehicles by adopting Rules and Regulations as provided in
Paragraph 2.9. No vehicles other than Permitted Size Vehicles may be parked in the Common Area
without the prior written permission of Lessor.




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




          (b) Lessee shall not service or store any vehicles in the Common Areas. NO OVERNIGHT PARKING
SHALL BE ALLOWED; AT LESSOR’S DISCRETION, VIOLATORS MAY BE TOWED AT VEHICLE OWNER’S EXPENSE.




          (c) If Lessee permits or allows any of the prohibited activities described in this Paragraph
2.6, 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 Unit that are provided and designated by the Lessor from time
to time for the general non-exclusive use of Lessor, Lessee and other tenants of the Project and
their respective employees, suppliers, shippers, customers, contractors and invitees, including
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 non-exclusive 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 control and management of the Common Areas and shall have the right, from
time to time, to establish, 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, 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 non-compliance 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:




			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






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          (a) To make changes to the Common Areas, including, without limitation, changes in the
location, size, shape and number of 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;




          (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, the obligation to pay Base Rent and Common Area Operating Expenses shall be
abated for the period of such early possession. All other terms of this Lease, (Real Properly Taxes
and Insurance premiums and to maintain the Premises) shall, however, be in effect during such
period. Any such early possession shall not affect the Expiration Date.


Lessor agrees to grant Lessee rent-free Early Possession of said Premises, the date to be upon
Lessor’s notice to Lessee that Tenant Improvements are Substantially Complete. Lease payments shall
not commence until November 1, 2009. Lessee agrees to hold Lessor harmless from any liability or
responsibility for damages to any of Lessee’s personal property, or for any loss suffered by Lessee
through vandalism, theft, or destruction of said personal property by fire or other causes. It is
agreed by Lessee and Lessor that all the terms and conditions of the Lease are to be in full force
and effect, except as to rent, as of the date of Lessee’s possession of subject Premises.




     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 as agreed, 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 it receives possession of the
Premises. If possession is not delivered within 60 days after the Commencement Date, Lessee may, at
it’s 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. Except as otherwise provided, If possession is not tendered to Lessee by the Start Date
and Lessee does not terminate this Lease, as aforesaid, 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 of the Premises is not delivered
within 4 months after the Commencement Date, this Lease shall terminate unless other agreements are
reached between Lessor and Lessee, in writing.



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”).




			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials





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     4.2 Common Area Operating Expenses. Lessee shall pay to Lessor during the term hereof, in
addition to the Base Rent, Lessee’s Share (as specified in Paragraph 1.6(b)) of all Common Area
Operating Expenses, as hereinafter defined, during each calendar year of the term of this Lease, in
accordance with the following provisions:



          (a) “Common Area Operating Expenses” are defined, for purposes of this Lease, as all costs
Incurred by Lessor relating to the ownership and operation of the Project, Including, but not
limited to, the following:





	 	(i)	 	The operation, repair and maintenance, in neat, clean, good order and
condition, of the following:






	 	(aa)	 	The Common Areas and Common Area improvements, Including
parking areas, loading and unloading areas, trash areas, roadways, walkways,
parkways, driveways, landscaped areas, bumpers, Irrigation systems, Common Area
lighting facilities, fences and gates, elevators, roof and roof drainage
systems.
	 
	 	(bb)	 	Exterior signs and any tenant directories.
	 
	 	(cc)	 	Fire detection and sprinkler systems.






	 	(ii)	 	The cost of water, gas, electricity and telephone to service the Common Areas
and any utilities not separately metered.
	 
	 	(iii)	 	Trash disposal, pest control services, property management and security services and
the costs of any environmental Inspections.
	 
	 	(iv)	 	Reserves set aside for maintenance and repair of Common Areas.
	 
	 	(v)	 	Real Property Taxes (as defined in Paragraph 10.2)
	 
	 	(vi)	 	The cost of the premiums for the insurance policies maintained by Lessor under
Paragraph 8 hereof.
	 
	 	(vii)	 	Any deductible portion of an insured loss concerning the Building or the Common
Areas.
	 
	 	(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 reasonable period and Lessee shall not be
required to pay more than Lessee’s Share of the cost of such Capital Expenditure In any
given month.
	 
	 	(ix)	 	Any other services to be provided by Lessor that are stated elsewhere in this
Lease to be a Common Area Operating Expense.





          (b) Any Common Area Operating Expenses and Real Property Taxes that are specifically
attributable to the Unit, Building or to any other building in the Project or to the operation,
repair and maintenance thereof, shall be allocated entirely to such Unit, Building or other
building. However, any Common Area Operating Expenses and Real Property Taxes that are 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.




          (c) The Inclusion of the improvements, facilities and services set forth In Subparagraph
4.2(a) 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.




          (d) Lessee’s Share of Common Area Operating Expenses shall be payable by Lessee within 10 days
after a reasonably detailed statement of actual expenses is presented to Lessee. At Lessor’s
option, however, an amount may be estimated by Lessor from time to time of Lessee’s Share of annual
Common Area Operating Expenses and the same shall be payable monthly or quarterly, as Lessor shall
designate, during each 12-month period of the Lease term, on the same day as the Base Rent is due
hereunder. Lessor will attempt to deliver to Lessee within 60 days after the expiration of each
calendar year a reasonably detailed statement showing Lessee’s Share of the actual Common Area
Operating Expenses Incurred during the preceding year. If Lessee’s payments under this Paragraph
4.2(d) during said preceding year exceed Lessee’s Share as Indicated on said statement, Lessee
shall be credited the amount of such overpayment against Lessee’s Share of Common Area Operating
Expenses next becoming due. If Lessee’s payments under this Paragraph 4.2(d) during the preceding
year were less than Lessee’s Share as Indicated on such statement, Lessee shall pay to Lessor the
amount of the deficiency within 10 days after delivery by Lessor to Lessee of the statement.





			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






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     4.3 Payment. Lessee shall cause payment of Rent to be received by Lessor in lawful money
of the United States, without offset or deduction (except as specifically permitted in this Lease),
on or before the day on which it is due. 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 charges which may be due.


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 falls 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, cost, expense, loss or damage
(including, but not limited to,
past or future rent) 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. If the Base Rent increases during
the term of this Lease,
Lessee shall, upon written request from Lessor, deposit additional monies with Lessor so that the
total amount of the
Security Deposit shall at all times bear the same proportion to the increased Base Rent as the
initial Security Deposit bore
to the initial Base Rent. Should the Agreed Use be amended to accommodate a material change in
the business of
Lessee or to accommodate a sublessee or assignee, Lessor shall have the right to increase the
Security Deposit to the
extent necessary, in Lessor’s reasonable judgment, to account for any increased wear and tear that
the Premises may
suffer as a result thereof. If a change in control of Lessee occurs during this Lease and
following such change the
financial condition of Lessee is, in Lessor’s reasonable Judgment, significantly reduced, Lessee
shall deposit such
additional monies with Lessor as shall be sufficient to cause the Security Deposit to be at a
commercially reasonable
level based on such change in financial condition. Lessor shall not be required to keep the
Security Deposit separate
from its general accounts. 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. Lessee hereby expressly waives any and all rights it may have with
respect to a security
deposit under California Civil Code Section 1950.7(c), or any similar, related or successor
provision of law.



NOTE: Security Deposit shall not be applied toward the last month’s rent. In no event shall
the Security Deposit on hand be less than an amount equal to the last month’s remittance.



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 on the
Premises or the mechanical or electrical systems therein, and/or is not significantly more
burdensome to the Premises, 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, 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 Substance shall include, but not be limited to,
hydrocarbons, petroleum, gasoline, 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







			
	 	 	 
	 	 	 
	 	 	 
		 	
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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, so long as such use is in
compliance with the 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, 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 involving 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 lessor, if any, harmless from and against any and all loss of
rents and/or damages,
liabilities, judgments, costs, claims, liens, 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 the Project). 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 lenders, harmless from and against any and all
environmental damages,
including the cost of remediation, which existed as a result of Hazardous Substances on the
Premises prior to the Start
Date 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 entitles having Jurisdiction
with respect to the existence
of Hazardous Substances on the Premises prior to the Start Date, 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.






			
	 	 	 
	 	 	 
	 	 	 
		 	
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          (g) Lessor’s 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 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 affect,
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,
after reasonable notice, 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 contamination 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.




          (a) In General. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3 (Compliance),
6.3
(Lessee’s Compliance with Applicable Requirements), 7.2 (Lessor’s obligations), 9 (Damage or
Destruction), and 14
(Condemnation), Lessee shall, at Lessee’s sole expense, keep the Premises, Utility
Installations (intended for Lessee’s
exclusive use, no matter where located), and Alterations in good order, condition and repair
(whether or not the portion of
the Premises requiring repairs, or the means of repairing the same, are reasonably or readily
accessible to Lessee, and
whether or not the need for such repairs occurs as a result of Lessee’s use, any prior use,
the elements or the age of such
portion of the Premises), including, but not limited to, all equipment or facilities, such as
plumbing, HVAC equipment,
electrical, lighting facilities, boilers, pressure vessels, fixtures, interior walls, interior
surfaces of exterior walls, ceilings,
floors, windows, doors, plate glass and skylights but excluding any items which are the
responsibility of Lessor pursuant to
Paragraph 7.2. Lessee, in keeping the Premises in good order, condition and repair, shall
exercise and perform good
maintenance practices, specifically including the procurement and maintenance of the service
contracts required by
Paragraph 7.1(b) below. Lessee’s obligations shall include restorations, replacements or
renewals when necessary to
keep the Premises and all improvements thereon or a part thereof in good order, condition and
state of repair.





          (b) Service Contracts. Lessee shall, at Lessee’s sole expense, procure and maintain
quarterly
contracts, with copies to Lessor, in customary form and substance for, and with contractors
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in the maintenance of the following equipment and improvements, if any, if and when installed
on the Premises: (i) HVAC equipment.
 However, Lessor reserves the right, upon notice to Lessee, to
procure and maintain any or all of such service contracts, and if Lessor so elects, Lessee shall
reimburse Lessor, upon demand, for the cost thereof.





          (c) Failure to Perform. If Lessee fails to perform Lessee’s obligations under this Paragraph
7.1,
Lessor may enter upon the Premises after 10 days’ prior written notice to Lessee (except in
the case of an emergency, in
which case no notice shall be required), perform such obligations on Lessee’s behalf, and put
the Premises in good order,
condition and repair, and Lessee shall promptly reimburse Lessor for the cost thereof.





          (d) Replacement. Subject to Lessee’s indemnification of Lessor as set forth in Paragraph 8.7
below,
and without relieving Lessee of liability resulting from Lessee’s failure to exercise and
perform good maintenance
practices, if the HVAC unit(s) cannot be repaired other
than at a cost which is
in excess of 50% of the cost of replacing such item, then such item shall be replaced by
Lessor, and the cost thereof shall
be prorated between the Parties and Lessee shall only 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 the cost of such
replacement by a fraction, the numerator of which is one, and the denominator of which is 144
(i.e. 1/144th of the cost per
month). Lessee shall pay interest on the unamortized balance at a rate that is commercially
reasonable in the Judgment
of Lessor’s accountants. Lessee may, however, prepay its obligation at any time.




     7.2 Lessor’s Obligations. Subject to the provisions of Paragraphs 2.2 (Condition), 2.3
(Compliance), 4.2
(Common Area 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,
Common Area fire alarm and/or smoke detection systems, fire hydrants, parking lots, walkways,
parkways, driveways,
landscaping, fences, signs and utility systems serving the Common Areas and all parts thereof,
as well as providing the
services for which there is a Common Area Operating Expense pursuant to Paragraph 4.2, Lessor
shall not be obligated
to paint the exterior or interior surfaces of exterior walls nor shall Lessor be obligated to
maintain, repair or replace
windows, doors or plate glass of the Premises. 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,
power panels, electrical distribution, security and fire protection systems, communications
systems, lighting fixtures,
HVAC equipment, plumbing, and fencing in or on the Premises. The term “Trade Fixtures” shall
mean Lessee’s
machinery and equipment which 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. 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 or any existing walls, and
the cumulative cost thereof
during this Lease as extended does not exceed a sum equal to 3 months’ Base Rent in the
aggregate or a sum equal to
one month’s Base Rent in any one year. 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.
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
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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) Indemnification. 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
properly 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 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 and tender keys to Lessor by
the
Expiration Date or any earlier termination date, with all of the improvements, parts and
surfaces thereof broom clean and
free of debris, and in good operating order, condition and state of repair, ordinary wear and
tear excepted. Any
personal property of Lessee not removed on or before the expiration or any earlier
termination date
shall be deemed abandoned by Lessee and shall be disposed of or retained by Lessor as Lessor
may
desire. “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 and tender keys to Lessor by the
Expiration Date or earlier
termination date 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 Payment of Premiums. The cost of the premiums for the insurance policies required to be
carried by Lessor, pursuant to Paragraphs 8.2(b), 8.3(a) and 8.3(b), shall be Common Area
Operating Expense. Premiums for policy periods commencing prior to, or extending beyond, the term
of this Lease shall be prorated to coincide with the corresponding Start Date or Expiration Date.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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     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 $1,000,000 per occurrence with an annual aggregate of not less than $2,000,000,
an “Additional
Insured-Managers or Lessors of Premises Endorsement” and contain the “Amendment of the
Pollution Exclusion
Endorsement” for damage caused by heal, 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 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 Premises. The amount of such insurance shall be equal to the full replacement
cost of the Premises, 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 co-insurance 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.





          (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
shall contain an agreed valuation
provision in lieu of any co-insurance clause, and the amount of coverage shall be adjusted
annually to reflect the
projected Rent 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.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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          (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 fall 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 nor 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 months Base




			
	 	 	 
	 	 	 
	 	 	 
		 	
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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 six months 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.





     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 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 the 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.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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     9.4 Total Destruction. Notwithstanding any other provisions 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 falls 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 other 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 Definition. 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. The term “Real Properly Taxes”
shall also include any tax, fee, levy, assessment or charge, or any




			
	 	 	 
	 	 	 
	 	 	 
		 	
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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. In calculating Real Property Taxes for any calendar year, the
Real Property Taxes for any real estate tax year shall be included in the calculation of Real
Property Taxes for such calendar year based upon the number of days which such calendar year and
tax year have in common.



     10.2. Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Project,
and except as otherwise provided in Paragraph 10.3, any such amounts shall be included in the
calculation of Common Area Operating Expenses in accordance with the provisions of Paragraph 4.2.



     10.3 Additional Improvements. Common Area 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 Common Area 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. Lessee shall pay for all water, gas, heal, light, power, telephone, trash disposal
and other utilities and services supplied to the Premises, together with any taxes thereon.
Notwithstanding the provisions of Paragraph 4.2, if at any time in Lessor’s sole judgment, Lessor
determines that Lessee is using a disproportionate amount of water, electricity or other commonly
metered utilities, or that Lessee is generating such a large volume of trash as to require an
increase in the size of the dumpster and/or an increase in the number of times per month that the
dumpster is emptied, then Lessor may increase Lessee’s Base Rent by an amount equal to such
increased costs.



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.




          (b) A change in the control of Lessee shall constitute an assignment requiring consent. The
transfer, on a cumulative basis, of 25% or more of the voting control of Lessee shall constitute a
change in control for this purpose.




          (c) The involvement of Lessee or its assets in any transaction, or series of transactions (by
way of merger, sale, acquisition, financing, transfer, leveraged buy-out or otherwise), whether or
not a formal assignment or hypothecation of this Lease or Lessee’s assets occurs, which results or
will result in a reduction of the Net Worth of Lessee, by an amount greater than 25% of such Net
Worth as it was represented at the time of the execution of this Lease or at the time of the most
recent assignment to which Lessor has consented, or as it exists immediately prior to said
transaction or transactions constituting such reduction, whichever was or Is greater, shall be
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assignment of this Lease to which Lessor may
withhold its consent. “Net Worth of Lessee” shall mean
the net worth of Lessee (excluding any guarantors) established under generally accepted accounting
principles.




          (d) An assignment or subletting without consent shall, at Lessor’s option, be a Default
curable after notice per Paragraph 13.1(c), or a non-curable Breach without the necessity of any
notice and grace period. If Lessor elects to treat such unapproved assignment or subletting as a
non-curable 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 this 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 any 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 any 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, any Guarantors 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 therefor 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, together with a fee of
$1,000 or 10% of the current monthly Base Rent applicable to the portion of the Premises which is
the subject of the proposed assignment or sublease whichever is greater, as consideration for
Lessor’s considering and processing said request. Lessee agrees to provide Lessor with such other
or additional Information and/or documentation as may be reasonably requested.




          (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 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)




     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:




			
	 	 	 
	 	 	 
	 	 	 
		 	
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          (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 accompanied by the non-payment of Rent, 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.





			
	 	 	 
	 	 	 
	 	 	 
		 	
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          (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 effect 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 affirmative duties or obligations, within 10
days after written notice (or in case of an emergency, without notice), Lessor may, at its option,
perform such duly 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 own 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 this 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
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and/or the appointment of a receiver to protect the Lessor’s interest, shall not 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.




     13.3 Inducement Recapture. Any agreement for free or abated rent or other charges, or for the
giving or
paying by Lessor to or for Lessee of any cash or other bonus, inducement or consideration for
Lessee’s entering into this
Lease, all of which concessions are hereinafter referred to as “Inducement Provisions”, shall
be deemed conditioned
upon Lessee’s full and faithful performance of all of the terms, covenants and conditions of
this Lease. Upon Breach of
this Lease by Lessee, any such Inducement Provision shall automatically be deemed deleted from
this Lease and of no
further force or effect, and any Rent, other charge, bonus, inducement or consideration
theretofore abated, given or paid
by Lessor under such an inducement Provision shall be immediately due and payable by Lessee to
Lessor,
notwithstanding any subsequent cure of said Breach by Lessee. The acceptance by Lessor of rent
or the cure of the
Breach which initiated the operation of this Paragraph shall not be deemed a waiver by Lessor
of the provisions of this
paragraph unless specifically so stated in writing by Lessor at the time of such acceptance.



     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 other
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
non-scheduled payment, shall bear interest from the date when due, as to scheduled payments,
or the 31st day after it
was due as to non-scheduled payments. The interest (“Interest”) charged shall be equal to the
prime rate reported in the
Wall Street Journal as published closest prior to the date when due plus 4%, 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 30 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 30 days
are reasonably required for its performance, then Lessor shall not be in breach if performance
is commenced within such
30 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 30 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 an amount
equal to the greater of one month’s Base Rent or the Security Deposit, and to pay an excess of
such expense under
protest, reserving Lessee’s right to reimbursement from Lessor. Lessee shall document the cost
of said cure and supply
said documentation to Lessor.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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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
floor area of the Unit, or more than 25% of Lessee’s Reserved Parking Spaces, is 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 properly 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. In addition to the payments owed pursuant to Paragraph
1.10(b) above,
Lessor shall pay Brokers (as set forth in 1.10(a)) Additional Commission only in accordance
with
Lessor’s commission schedule in effect at the time of the execution of this Lease.



     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 1.9, 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 ten (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, acknowledge 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 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 encumbrances 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.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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          (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof,
Lessee and all Guarantors shall deliver to any potential lender 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. Notwithstanding the above, and subject to the provisions of Paragraph 20
below, the original Lessor
under this Lease, and all subsequent holders of the Lessor’s interest in this Lease shall remain
liable and responsible with
regard to the potential duties and liabilities of Lessor pertaining to Hazardous Substances as
outlined in Paragraph 6.2
above.



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. Subject to the provisions of Paragraph 17 above, the obligations of
Lessor under this
Lease shall not constitute personal obligations of Lessor, the individual partners of Lessor or its
or their individual
partners, directors, officers or shareholders, and Lessee shall look to the Premises, 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 the individual
partners of Lessor, or its or their individual partners, 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 beach 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, 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.




			
	 	 	 
	 	 	 
	 	 	 
		 	
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     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 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 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 loyalty 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 utmost care, integrity, honesty and
loyalty in the dealings with either Lessor 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




			
	 	 	 
	 	 	 
	 	 	 
		 	
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transaction. A real estate agent is a person qualified to advise about real estate. If legal or tax
advice 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
150% 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 non-disturbance 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 prepayment 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




			
	 	 	 
	 	 	 
	 	 	 
		 	
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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. 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 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. 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 at any
time during the last
6 months of the term hereof place on the Premises any ordinary “For Lease” signs. Lessee may at any
time place on the
Premises any ordinary “For Sublease” sign.



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. Except for ordinary “For Sublease” signs which may be placed only on the Premises,
Lessee shall not
place any sign upon Project without Lessor’s prior written consent. All signs must comply with
all Applicable
Requirements.



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. (a) 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 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
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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, and each such Guarantor shall have the same obligations as Lessee
under this Lease.



     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 the 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 for the entire 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, (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), (ii) Lessor gives to Lessee 3 or
more notices of separate Default during any 12 month period, whether or not the Defaults are
cured, or (iii) 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




			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






26









 





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.



41. Reservations. 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, and (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. Lessee agrees to
sign any documents
reasonably requested by Lessor to effectuate such rights.



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. 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 thirty (30) days after
request, deliver to the other
party satisfactory evidence of such authority.



44. Counterparts. This Lease may be executed in multiple counterparts, all of which shall
constitute one and the
same Lease.



45. 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.



46. 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.



47. 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 non-monetary 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.



48. 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.



49. 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.



50. Terminology. For purposes of this Lease
the term “Landlord” shall be interchangeable with
“Lessor” and the
term “Tenant” shall be interchangeable with “Lessee”.



51. Prior Agreements; Amendments. This Lease contains all of the agreements of the parties with
respect to any
matter covered or mentioned in this Lease, and no prior agreement or understanding pertaining to
any such matter shall
be effective for any purpose. No provisions of this Lease may be amended or added to except by
an agreement in
writing signed by the parties or their respective successors in interest.



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.




			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






27









 





IF THIS LEASE HAS BEEN FILLED IN, IT HAS BEEN PREPARED FOR YOUR ATTORNEY’S REVIEW AND APPROVAL.
FURTHER, EXPERTS SHOULD BE CONSULTED TO EVALUATE THE CONDITION OF THE PROPERTY FOR THE POSSIBLE
PRESENCE OF ASBESTOS, UNDERGROUND STORAGE TANKS OR HAZARDOUS SUBSTANCES. NO REPRESENTATION OR
RECOMMENDATION IS MADE BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION OR BY ANY BROKER OR THEIR
CONTRACTORS, AGENTS OR EMPLOYEES AS TO THE LEGAL SUFFICIENCY, LEGAL EFFECT, OR TAX CONSEQUENCES OF
THIS LEASE OR THE TRANSACTION TO WHICH IT RELATES; THE PARTIES SHALL RELY SOLELY UPON THE ADVICE OF
THEIR OWN COUNSEL AS TO THE LEGAL AND TAX CONSEQUENCES OF THIS LEASE. IF THE SUBJECT PROPERTY IS IN
A STATE OTHER THAN CALIFORNIA, AN ATTORNEY FROM THE STATE WHERE THE PROPERTY IS LOCATED SHOULD BE
CONSULTED.



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




	 	 	 	 	 	 	 	 	 	 	 	 	 

	Executed at Newport Beach, California	 	 	 	Executed at: Orlando, FL
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	Date: 10/13/09	 	 	 	Date: 10/1/2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By LESSOR:	 	 	 	By LESSEE:
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	OLEN COMMERCIAL REALTY CORP. 


A NEVADA CORPORATION	 	 	 	NXG ACUTE CARE LLC, A CALIFORNIA LIMITED
LIABILITY COMPANY AND WHOLLY-OWNED
SUBSIDIARY OF NEXTGEN HEALTHCARE INFORMATION
SYSTEMS, INC., A CALIFORNIA CORPORATION AND
WHOLLY-OWNED SUBSIDIARY OF QUALITY SYSTEMS
INC., A CALIFORNIA CORPORATION
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Jayne Taylor	 	 	 	By:	 	/s/ Stephen K. Puckett
	 	 	 	 	 	 	 	 	 
	 

	 	Name Printed:
	 	Jayne Taylor
	 	 	 	 	 	Name Printed:
	 	Stephen K. Puckett
	 

	 	Title:
	 	Vice President/CFO
	 	 	 	 	 	Title:
	 	Vice President






	 	 	 	 	 	 	 	 	 

	Landlord’s Mailing Address:

	 	7 Corporate Plaza
	 	 	 	Tenant’s Mailing Address:
	 	22912 Mill Creek Dr., Suite A
	 

	 	Newport Beach, CA 92660
	 	 	 	 	 	Laguna Hills, CA 92653
	 
	 	 	 	 	 	 	 	 
	Rent Payment Address:

	 	Olen Commercial Realty Corp.	 	 	 	 	 	 
	 

	 	Unit Q	 	 	 	 	 	 
	 

	 	P.O. Box 51915	 	 	 	 	 	 
	 

	 	Los Angeles, CA 90051-6215	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Telephone/Facsimile: 949.644.6536 / 949.719.7200	 	 	 	Telephone/Facsimile: 800.888.7955
	 
	 	 	 	 	 	 	 	 
	Federal ID No. 88-0309052	 	 	 	Federal ID No. 27-0650707






28









 






ADDENDUM “A”




	 	 	 

	TO LEASE DATED:

	 	October 1, 2009
	 
	 	 
	BY AND BETWEEN:

	 	OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION
	 
	 	 
	AS LESSOR; AND:

	 	NXG Acute Care LLC, a California Limited Liability
Company and wholly-owned subsidiary of NextGen Healthcare Information Systems,
Inc., a California Corporation and wholly-owned subsidiary of Quality Systems
Inc., a California Corporation
	 
	 	 
	AS LESSEE
	 	 







	A.	 	SIGN CRITERIA
	 
	 	 	These regulations are established in order to ensure that all signs comply with County of
Orange sign ordinances, and in order to maintain a continuity in appearance throughout the
Lake Forest Corporate Park. Conformance with the following sign regulations will be
strictly enforced:






	 	1.	 	GENERAL REQUIREMENTS






	 	(a)	 	Each tenant shall be allowed one Identity sign.
	 
	 	(b)	 	The sign shall be constructed and installed at Lessee’s expense.
	 
	 	(c)	 	No electrical or audible signs shall be permitted.
	 
	 	(d)	 	Except as provided herein, no advertising placards, banners,
pennants, names, Insignias,
trademarks, or other descriptive material shall be affixed or maintained upon
the glass panes
or exterior walls of the building.
	 
	 	(e)	 	Placement of the sign shall be in the specific location and
installation shall be by the method
designated by Lessor.
	 
	 	(f)	 	Lessee shall submit a sketch of Lessee’s proposed sign (Including
color selection and proposed location) to Lessor for approval prior to construction and
Installation. Lessee shall be
responsible for obtaining all necessary sign permits and approvals from the
County of Orange.
Lessee acknowledges Lessee’s sign is also subject to the review and approval of
the Lake
Forest Corporate Park Management Association Architectural Review Committee.






	 	2.	 	 TENANT IDENTIFICATION SIGNS: SINGLE-TENANT BUILDINGS






	 	(a)	 	Each unit shall be entitled to one identification sign on the building.
	 
	 	(b)	 	The dimensions of the sign shall not exceed 1’ in height, or 3’ in length,
including logo.
	 
	 	(c)	 	Individual letters shall not exceed 4” in height. Letter style
shall be white upper case Optima
Regular. Lessee may include a logo as part of the three (3) square foot sign
area, but the logo
shall not exceed one square foot.
	 
	 	(e)	 	Lessee shall obtain Lessor’s approval of the exact
placement of the sign on the building prior to Installation.






	 	3.	 	TENANT IDENTIFICATION SIGNS: MULTI-TENANT BUILDINGS






	 	(a)	 	Each suite shall be entitled to one identification sign.
	 
	 	(b)	 	Signs shall be vinyl press-on letters.
	 
	 	(c)	 	The dimensions of the sign area, including logo, shall not
exceed 1’x 2’. Individual
letters shall not exceed 4” in height.





			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s initials
















 






ADDENDUM “A”

PAGE 2





	 	(e)	 	Letter color shall be white. Lettering style, logo and logo colors shall be at
Lessee’s option.
	 
	 	(f)	 	Placement of the sign shall be on the glass front door, or on
the glass pane immediately to the left of the front door.






	B 	 	EXTERIOR STORAGE
	 
	 	 	Tenant shall neither store, nor permit to be stored any goods, machinery, merchandise,
equipment, or any other items whatsoever in the parking lot or any other common area
adjacent to or in the Building. Tenant may only place or store items
wholly within its
leased Premises.
	 
	C.	 	DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS
	 
	 	 	Lessee acknowledges that his leasehold estate is part of a Planned Development subject to
a Declaration of Covenants, Conditions, and Restrictions. Lessee
agrees to accept its
leasehold estate subject to the aforementioned Declaration and to make adequate provisions
to permit entry and other actions by Lessor for the purpose of performing and complying
with these restrictions.
	 
	D.	 	 MANAGEMENT
	 
	 	 	Subject to Paragraph 7.1 of this Lease, Lessee agrees to pay Common Area Operating
Expenses as set forth hereinbelow, and as adjusted pursuant to Paragraph 4.2 herein. In no
event shall Lessor be required to insure plate glass or insure against malicious mischief
or vandalism.
	 
	 	 	The Common Area Operating Expense Budget is as follows:





TOTAL COMMON AREA OPERATING EXPENSE MONTHLY BUDGET
FOR: 
LAKE FOREST CORPORATE PARK




	 	 	 	 	 

	Total Project Square Footage:
	 	 	58,010	 
	Tenant’s Square Footage:
	 	 	2,526	 
	Tenant’s Percentage:
	 	 	4.35	%
	Total Common Area
	 	$	9,862.00	 
	Property Taxes
	 	$	6,913.00	 
	Insurance
	 	$	773.00	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL EXPENSES PER MONTH
	 	$	17,548.00	 
	 
	 	 	 
	 
	 	 	 	 
	Lessee’s
monthly prorate share is 4.35% of the above expenses as follows: 
	 	 	 	 
	 
	Common Area
	 	$	429.00	 
	Property Taxes
	 	$	300.72	 
	Insurance
	 	$	33.63	 
	 
	 	 	 
	 
	 	 	 	 
	TOTAL MONTHLY COMMON AREA OPERATING EXPENSE BUDGET 
	 	$	763.35	 
	 
	 	 	 





Lessor will provide Lessee an estimate of the Common Area
Operating Expenses each year which will
be added
to the monthly lease payment. The estimate for the first year is based on the Common Area
Operating Expense
Budget above. Lessor agrees to provide Lessee with an accounting of the actual expenses as of
December 31st of each year. Should the cost of providing these services exceed the estimate, then upon
receipt of a
statement from Lessor, Lessee shall pay a lump sum equal to Lessee’s prorata share of Common Area
Operating Expenses for the previous calendar year, less the total of
the monthly installments of
the estimated
Common Area Operating Expenses paid in the previous calendar year. The estimated monthly
installments to
be paid for the next calendar year shall be adjusted to reflect such increase.




			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials
















 






ADDENDUM “A”

PAGE 3





	 	 	 	If in any calendar year Lessee’s share of Common Area Operating Expenses shall be less than
the preceding year, then upon receipt of Lessor’s statement, any over payment made by
Lessee on the monthly installment basis provided above shall be credited toward the next
monthly rent falling due and the estimated monthly installment of Common Area Operating
Expenses to be paid shall be adjusted to reflect such lower Common Area Operating Expenses
for the most recent year.






	E.	 	NO TELEMARKETING
	 
	 	 	Lessee warrants to Lessor that its “use” of the subject Premises shall NOT be for the
operation of a telemarketing business, although some business-to-business targeted marketing
involving the use of telephone research, surveying and prospecting techniques may be
employed. Lessee acknowledges that Lessor does not allow “boiler-room” telemarketing
businesses as an acceptable “Use” for this or any other location in Lessor’s properties and
Lessee therefore understands and agrees its total number of employees shall not adversely
impact the Project parking, or usage of the common areas, or exceed that which would be
reasonably expected for normal general office use in a facility of this size, and that
non-compliance of these issues shall constitute a material breach of this Lease.
	 
	F.	 	RESTROOM MAINTENANCE
	 
	 	 	Lessee shall be responsible for maintaining its prorata share of the restroom together with
the other tenant(s) in the adjacent space. In the event the adjacent space is vacant, Lessee
shall maintain 100% of the restrooms.
	 
	G.	 	SUITE REFURBISHMENT/TENANT IMPROVEMENTS
	 
	 	 	Lessor has completed its standard refurbishment of Premises, which included patching and
repainting, cleaning of all floors and floor coverings, replacement of all damaged ceiling
tiles and cleaning of entire suite to “move-in” condition.
	 
	 	 	Additionally, Lessor shall complete the following Tenant Improvements at Lessor’s sole cost
substantially in accordance with the attached Exhibit “A-1” using Lessor’s
building-standard materials and finishes as follows;






	 	1.	 	Demolish and remove approximately 3’ linear feet of existing demising wall to create
opening between Suites
A and B/C where shown on attached Exhibit A-1 and patch carpet as needed;
	 
	 	2.	 	Replace buzzing ballasts and bulbs as needed in Suites A, B, C & Common Area restrooms;
	 
	 	3.	 	Have licensed plumber Inspect urinal In men’s restroom (flushing mechanism sticks and
causes overflow)
and repair or replace urinal as needed;
	 
	 	4.	 	Inspect light fixtures in both restrooms (bulbs are constantly needing replacement despite
turning off lights
when not in use; make sure ballasts and bulbs are properly suited to each other;
	 
	 	5.	 	Roto-root plumbing lines in both restrooms to remove roots and debris;
	 
	 	6.	 	Install weather stripping on front door of Suite A;
	 
	 	7.	 	Install one (1) 2’ X 4’ fluorescent light
fixture in common area restroom hallway;
	 
	 	8.	 	Replace stained ceiling tiles in Suites B/C and any broken/stained ceiling
tiles in Suite A;


	 
	 	9.	 	Repair door in Suite C that is out of alignment and consequently difficult to
lock;
	 
	 	10.	 	Secure all existing outlets in Suite A to the wall;
	 
	 	11.	 	Patch holes and touch-up paint in office in Suite C where phone patch panel was removed;
	 
	 	12.	 	Replace fan in Men’s restroom.






	 	 	Lessor shall make every reasonable effort to complete the above Tenant Improvements as soon
as reasonably possible after receipt of signed leases and move-in monies, and estimates said
work to take approximately 1-2 weeks to complete from date of Lessor’s receipt of signed
leases, but Lessor can make no guaranty of an exact date of completion.





			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






 









 






ADDENDUM “A”

PAGE 4





	 	 	“Substantially Completed” and/or “Substantial Completion” of Tenant Improvements shall be
defined as when the Tenant Improvements as set forth herein are completed and the suite Is
cleaned to the point that any reasonable person walking the Premises would deem it ready to
occupy, minor punch-list Items excepted.
	 
	 	 	ADDITIONAL TENANT IMPROVEMENTS
	 
	 	 	In the event Lessee requests Additional Tenant Improvements
prior to its initial occupancy
of the Premises, such Improvements shall be subject to Lessor’s prior approval, with the
understanding that the total cost of said Additional Tenant Improvements shall be the sole
responsibility of Lessee. If Lessor and Lessee are unable to agree upon the plans for, or
the cost of any such proposed Additional Tenant Improvements, Lessor shall not be obligated
to construct such Additional Tenant Improvements. In the event Additional Tenant
Improvements are approved by Lessor, then Lessor shall prepare an Additional Work
Authorization (“AWA”) outlining the specific additional work to be completed and shall
deliver same to Lessee. Lessee shall execute said AWA and return it to Lessor, together
with a check for the total cost of such Additional Tenant Improvements. Lessor shall not be
obligated to commence construction of any approved Additional Tenant Improvements until
Lessor has received such signed AWA and the check, Further, should the Additional Tenant
Improvements requested by Lessee result in a delay in the completion of the work as set
forth in Item G hereinabove beyond the date that work would have been completed had such
Additional Tenant Improvements not been requested, then Lessee agrees the Commencement Date
for this lease will be effective upon the date those Tenant Improvements would have
originally been completed, regardless of whether Lessor has actually completed the Tenant
Improvements as set forth herein on that date, or whether Lessee can occupy the Premises on
or before that date.
	 
	 	 	In the event Lessee requires Additional Tenant Improvements in subject Premises after lease
execution, such improvements shall be subject to Lessor’s prior approval, with the
understanding that the total cost of the Additional Tenant Improvements shall be the sole
responsibility of Lessee. If Lessor and Lessee are unable to agree upon the plans for, or
the cost of, any such proposed Additional Tenant Improvements, Lessor shall not be obligated
to construct such Additional Tenant Improvements. In the event Additional Tenant
Improvements are approved by Lessor, then Lessor shall prepare an Additional Work
Authorization (“AWA”) outlining the specific additional work to be completed and shall
deliver same to Lessee. Lessee shall execute said AWA and return it to Lessor, together with
a check for the total cost of such Additional Tenant Improvements. Lessor shall not be
obligated to commence construction of any approved Additional Tenant Improvements until
Lessor has received such signed AWA and the check. Any construction delay arising out of
Lessee’s request for any Additional Tenant Improvements shall not affect the payment of Rent
as set forth herein. All Rent payments shall be due on the first of each month of the Lease
Term regardless of whether or not the Additional Tenant Improvements have been completed or
delayed.






	H.	 	ELECTRICITY
	 
	 	 	The monthly remittance amount in Article 1.5 of this
Lease includes an eighteen cent (18
cent) per square foot charge for electricity ($454.68) which Lessee agrees to pay to Lessor
as reimbursement for electrical usage. Lessor reserves the right to reassess said usage at
any time, and if it finds Lessee’s actual usage to be in excess of $454.68 per month, may
adjust this electrical assessment in accordance with Lessee’s actual usage.





			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials







 











 





ADDENDUM “B”




	 	 	 

	BY AND BETWEEN:

	 	OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION
	 
	 	 
	AS LESSOR; AND:

	 	NXG Acute Care LLC, a California Limited Liability Company and wholly-owned subsidiary of
NextGen Healthcare Information Systems, Inc., a California Corporation and
wholly-owned subsidiary of Quality Systems Inc., a California Corporation
	 
	 	 
	AS LESSEE

	 	 
	 
	 	 
	TO LEASE DATED:

	 	October 1, 2009







	1.	 	No sign, placard, picture, advertisement, name or notice
shall be inscribed, displayed or
printed or affixed on or to any part of the outside or inside of the Building without the
written consent of Lessor, and Lessor shall have the right to remove and destroy any such
sign, placard, picture, advertisement, name or notice without notice to and at the expense of
Lessee.






	 	 	 	All approved signs or lettering on doors shall be printed, painted, affixed or
inscribed at the expense of Lessee by a person approved by the Lessor.
	 
	 	 	 	Leases shall not place anything or allow anything to be placed near the glass of any
window, door, partition or wall which may appear unsightly from outside the
Premises; provided, however, that the Lessor may furnish and install a Building
standard window covering at all exterior windows. Lessee shall not without prior
written consent of Lessor cause or otherwise install sunscreen on any window.






	2.	 	The sidewalks, halls, passages, exits, entrances, elevators and stairways, driveways, and
parking areas shall not be obstructed by lessees or used by them for any purpose other than
for ingress and egress from their respective premises.
	 
	3.	 	Lessee shall not alter any lock or install any new or additional locks or bolts on any doors
or windows of the Premises, without prior written consent of Lessor and subsequent delivery of
a duplicate key to Lessor.
	 
	4.	 	The toilet rooms, urinals, wash bowls and other apparatus shall not be used for any purpose
other than that for which they were constructed and no foreign substance of any kind
whatsoever shall be thrown therein and the expanse of any breakage, stoppage, or damage
resulting from the violation of this rule shall be borne by the lessee who, or whose employees
or invitees shall have caused it.
	 
	5.	 	Lessee shall not overload the floor of the Premises or in any way deface the Premises or any
part thereof.
	 
	6.	 	Lessee shall not use, keep of permit to be used or kept any foul or noxious gas or substances
in the Premises, or permit or suffer the Premises to be occupied or used in a manner offensive
or objectionable to the Lessor or other occupants of the Building by reason of noise, odors
and/or vibrations, or interfere in any way with other lessees or those having business
therein, nor shall any animals or birds be brought in or kept in or about the Premises or the
Building.
	 
	7.	 	No cooking except for normal employee meal preparation shall be done or permitted by any
Lessee on the Premises, nor shall the Premises be used for washing clothes, for lodging, or
for any improper, objectionable or immoral purpose.
	 
	8.	 	Lessee shall not keep in the Premises or the Building any
kerosene, gasoline or inflammable
or combustible fluid or material, or use any method of healing or air conditioning other than
that supplied or approved in writing by the Lessor.
	 
	9.	 	Lessor will direct electricians as to where and how telephone and telegraph wires are to be
Introduced. No boring or cutting for wires will be allowed without the consent of the Lessor.
The locations of telephones, call boxes and other office equipment affixed to the Premises
shall be subject to the approval of Lessor.
	 
	10.	 	Lessor reserves the right to exclude or expel from the Building any person who, in the
judgment of Lessor, is intoxicated or under the influence of liquor or drugs, or who shall in
any manner do any act in violation of any of the rules and regulations of the Building.
	 
	11.	 	Lessee shall not disturb, solicit, or canvass any occupant of the Building and shall cooperate
to prevent same.
	 
	12.	 	Without the written consent of Lessor, Lessee shall not use the name of the building in
connection with or in promoting or advertising the business of Lessee except as Lessee’s
address.
	 
	13.	 	Lessor shall have the right to control and operate the public portions of the Building, and
the public facilities, and healing and air conditioning, as well as facilities furnished for
the common use of the lessees. In such manner as it deems best for the benefit of the Lessees
generally.
	 
	14.	 	All garbage and refuse shall be placed by Lessee in the containers at the location prepared
by Lessor for refuse collection, in the manner and at the times and places specified by
Lessor. Lessee shall not burn any trash or garbage of any kind in or about the Leased Premises
or the Business Park. All cardboard boxes must be “broken down” prior to being placed in the
trash container. All styrofoam chips must be bagged or otherwise contained prior to placement
in the trash container, so as not to constitute a nuisance. Pallets may not be disposed of in
the trash bins or enclosures. It is the Lessee’s responsibility to dispose of pallets by
alternative means.





			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






 









 






ADDENDUM “B”

PAGE 2





	 	 	Should any garbage or refuse not be deposited in the manner specified by Lessor, Lessor may
after three (3) hours verbal notice to Lessee, take whatever action necessary to correct
the Infraction at Lessee’s expense.
	 
	15.	 	No aerial antenna shall be erected on the roof or exterior walls of the Leased Premises, or
on the grounds, without in each instance, the written consent of Lessor first being obtained.
Any aerial or antennae so installed without such written consent shall be subject to removal
by Lessor at any time without notice.
	 
	16.	 	No loud speakers, televisions, phonographs, radios, cell phones or other devices shall be
used in a manner so as to be heard or seen outside of the Leased
Premises or in neighboring
space without the prior written consent of Lessor.
	 
	17.	 	The outside areas immediately adjoining the Leased Premises shall be kept clean and free from
dirt and rubbish by the Lessee, to the satisfaction of the Lessor, and Lessee shall not place
or permit any obstruction or materials in such areas. No exterior storage shall be allowed.
	 
	18.	 	Lessee shall use at Lessee’s cost such pest extermination contractors as Lessor may direct
and at such intervals as Lessor may require.
	 
	19.	 	These common types of damages will be charged back to the Lessee if they are not corrected
prior to vacating the Premises:






	 	•	 	Keys not returned to Lessor for ALL locks, requiring the service of a locksmith and
rekeying.
	 
	 	•	 	Removal of all decorator painting, wallpapering and paneling, or Lessor’s prior
consent to remain.
	 
	 	•	 	Electrical conduit and receptacles on the surface of walls.
	 
	 	•	 	Phone outlets, wiring, or phone equipment added on wall surfaces.
	 
	 	•	 	Security tape/magnetic tape switches for burglar alarm systems added to windows and
door surfaces.
	 
	 	•	 	Penetration of roof membrane in any manner.
	 
	 	•	 	Holes in walls, doors, and ceiling surfaces.
	 
	 	•	 	Addition or change of standard door hardware.
	 
	 	•	 	Painting or gluing of carpet or tile on warehouse floors.
	 
	 	•	 	Glass damage.
	 
	 	•	 	Damage to warehouse ceiling Insulation.
	 
	 	•	 	Stains or damage to carpeting beyond normal wear-and-tear.
	 
	 	•	 	Damaged, Inoperative, or missing electrical, plumbing, or HVAC equipment.
	 
	 	•	 	Debris and furniture requiring disposal.
	 
	 	•	 	Damaged or missing mini-blinds, draperles, and baseboards.
	 
	 	•	 	Installation of additional improvements without Lessor’s prior written approval or
obtainment of required City building permits.






	 	 	Lessee agrees to comply with all such rules and regulations upon notice from Lessor. Should
Lessee not abide by these Rules and Regulations, Lessor may serve a three (3) day notice to
correct deficiencies. If Lessee has not corrected deficiencies by the end of the notice
period, Lessee will be in default of lease.
	 
	 	 	Lessor reserves the right to amend or supplement the foregoing rules and regulations and to
adopt and promulgate additional rules and regulations applicable to the leased premises.
Notice of such rules and regulations and amendments and supplements thereto, if any, shall
be given to the Lessee.





			
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






 









 






ADDENDUM “C”




	 	 	 

	TO LEASE DATED:

	 	October 1, 2009
	 
	 	 
	BY AND BETWEEN:

	 	OLEN COMMERCIAL REALTY CORP., A NEVADA CORPORATION
	 
	 	 
	AS LESSOR; AND:

	 	NXG Acute Care LLC, a California
Limited Liability Company and wholly-owned subsidiary of NextGen
Healthcare Information Systems, Inc., a California Corporation and
wholly-owned subsidiary of Quality Systems Inc., a California Corporation
	 
	 	 
	AS LESSEE
	 	 






ANNUAL RENT ADJUSTMENT



The minimum Base Monthly Rent set forth in Article 1.5 of this Lease shall be adjusted as follows:



Beginning on November 1, 2010 through October 31, 2011 the minimum Base Monthly Rent shall be
$2,861.96*.



Beginning on November 1, 2011 through March 20, 2012 the minimum Base Monthly Rent shall be
$2,947.82*.






 




			
	*Note:	 	The Base Monthly Rent set forth above does not include monthly Common Area
Operating Expenses of $763.35, and Electricity Charges of $454.68 which amounts are subject to
adjustment pursuant to Addendum A, Items D and H of this Lease. The Security Deposit shall be
subject to adjustment pursuant to Article 5 of the Lease.





			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials






 









 











EXHIBIT “A”




			
	 	 	 
	 	 	 
	 	 	 
		 	
	Lessor’s Initials
	 	Lessee’s Initials