exv10w11






Exhibit 10.11






STANDARD MULTI-TENANT OFFICE LEASE — GROSS

AIR COMMERCIAL REAL ESTATE ASSOCIATION




1. Basic Provisions (“Basic Provisions”).




     1.1 Parties: This Lease (“Lease”), dated for reference purposes only November 30, 2010, is
made by and between America’s Christian Credit Union


 

________________________________________________________________   (“Lessor”)
and LoopNet, Inc.                                                  


 

________________________________________________________________   (“Lessee”),
(collectively the “Parties”, or individually a “Party”).



     1.2(a) Premises: That certain portion of the Project (as defined below), known as Suite Numbers(s)
200, Second floor(s), consisting of approximately 38,590 rentable square feet and approximately
34,430 useable square feet(“Premises”). The Premises are located at: 2100 E. Route 66, in the
City of Glendora, County of Los Angeles, State of California, with zip code 91740. 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, the exterior walls, the area above the
dropped ceilings, or the utility raceways of the building containing the Premises (“Building”) or
to any other buildings in the Project. The Premises, the Building, the Common Areas, the land upon
which they are located, along with all other buildings and improvements thereon, are herein
collectively referred to as the “Project.” The Project consists of approximately N/A rentable
square feet. (See also Paragraph 2)



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



     1.3 Term: Seven years and Three months (“Original Term”) commencing approximately June 1,2011
(“Commencement Date”) and ending approximately August 31,2018 (“Expiration Date”). (See also
Paragraph 3) and Paragraph 53.)



     1.4 Early Possession: If the Premises are available Lessee may have non-exclusive possession of
the Premises commencing per work letter (“Early Possession Date”). (See also Paragraphs 3.2 and
3.3)



     1.5 Base Rent: $59,042.70 per month (“Base Rent)”, payable on the First day of each month
commencing June 1, 2011. (See also Paragraph 4)


þ If this box is checked, there are provisions in this Lease for the Base Rent to be adjusted. See
Paragraph 50




     1.6 Lessee’s Share of Operating Expense Increase: N/A percent (_____%) (“Lessee’s Share”). In the
event that that size of the Premises and/or the Project are modified during the term of this Lease,
Lessor shall recalculate Lessee’s Share to reflect such modification. (See Paragraph 55.)



     1.7 Base Rent and Other Monies Paid Upon Execution:




	 	(a)	 	Base Rent: $59,042.70 for the period June 1, 2011.
	 
	 	(b)	 	Security Deposit: $59,042.70 (“Security Deposit”). (See also Paragraph 5)
	 
	 	(c)	 	Parking: $ N/A for the period N/A.
	 
	 	(d)	 	Other: $                                         for                                         .
	 
	 	(e)	 	Total Due Upon Execution of this Lease: $118,085.40.





     1.8 Agreed Use: General/Administration office purposes, and in accordance with pertinent zoning
requirements and constraints. __________________________________________________________________(See also Paragraph 6)



			
	 	 	 
		 	
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	 	1.9	 	Base Year; Insuring Party. The Base Year is N/A. Lessor is the “Insuring Party”. (See
also Paragraphs 4.2 and 8)
	 
	 	1.10	 	Real Estate Brokers: (See also Paragraph 15)




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



þ Sauve Riegel, Inc. represents Lessor exclusively (“Lessor’s Broker”);




þ CB Richard Ellis represents Lessee exclusively (“Lessee’s Broker”); or




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



          (b) Payment to Brokers: Upon execution and delivery of this Lease by both Parties, Lessor
shall pay to the Brokers for the brokerage services rendered by the Brokers the fee agreed to
in the attached separate written agreement or if no such agreement is attached, the sum of                      or                     %
of the total Base Rent payable for the Original Term, the sum of                      or                      of the total Base Rent
payable during any period of time that the Lessee occupies the Premises subsequent to the
Original Term, and/or the sum of                      or                      % of the purchase price in the event that the Lessee or
anyone affiliated with Lessee acquires from Lessor any rights to the Premises.



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



     1.12 Business Hours for the Building: 7 a.m. to 7 p.m., Mondays through Fridays (except Building
Holidays) and N/A a.m. to N/A p.m. on Saturdays (except Building Holidays). “Building Holidays” shall mean the dates of observation of New Year’s Day, President’s Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day, Christmas Day, and banking holidays.



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



þ Janitorial services




þ Electricity




o Other (specify):




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



þ an Addendum consisting of Paragraphs 52 through 70;




þ a plot plan depicting the Premises;




þ a current set of the Rules and Regulations;




þ a Work Letter;




o a janitorial schedule;



þ other (specify): 50-Rent Adjustment(s); 51-Option(s) to Extend.




2. Premises.




     2.1 Letting. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the
Premises, for the term, at the rental, and upon all of the terms, covenants and conditions set
forth in this Lease. While the approximate square footage of the Premises may have been used in
the marketing of the Premises for purposes of comparison, the Base Rent stated herein is NOT
tied to square footage and is not subject to adjustment should the actual size be determined to
be different. Note: Lessee is advised to verify the actual size prior to executing this Lease. (See Paragraph 52.)



     2.2 Condition. Lessor shall deliver the Premises to Lessee in a clean condition on the
Commencement Date or the Early Possession Date, whichever first occurs (“Start Date”), and
warrants that the existing electrical, plumbing, fire sprinkler, lighting, heating, ventilating
and air conditioning systems (“HVAC”), and all other items which the Lessor is obligated to
construct pursuant to the Work Letter attached hereto, if any, other than those constructed by
Lessee, shall be in good operating condition on said date, that the structural elements of the
roof, bearing walls and foundation of the Unit shall be free of material defects, and that the
Premises do not contain hazardous levels of any mold or fungi defined as toxic under applicable
state or federal law.



     2.3 Compliance. Lessor warrants to the best of its knowledge that the improvements comprising
the Premises and the Common Areas comply with the building codes that were in effect at the
time that each such improvement, or portion thereof, was constructed, and also with all
applicable laws, covenants or restrictions of record, regulations, and ordinances (“Applicable
Requirements”) in effect on the Start Date. Said warranty does not apply to the use to which
Lessee will put the Premises, except the agreed use, modifications which may be required by the
Americans with Disabilities Act or any similar laws as a result of Lessee’s use (see Paragraph
49), or to any Alterations or Utility Installations (as defined in Paragraph 7.3(a)) made or to
be made by Lessee. Lessor is not aware of any zoning or Applicable Requirements which would
prevent the Premises from being used for general/administration office purposes, however, NOTE:
Lessee is responsible for determining whether or not the zoning and other Applicable
Requirements are appropriate for Lessee’s intended use, and acknowledges that past uses of the
Premises may no longer be allowed. If the Premises do not comply with said warranty, Lessor
shall, except as otherwise provided, promptly after receipt of written notice from Lessee
setting forth with specificity the nature and extent of such non-compliance, rectify the same.
If the Applicable Requirements are hereafter changed so as to require during the term of this
Lease the construction of an addition to or an alteration of the Premises, the remediation of
any Hazardous Substance, or the reinforcement or other physical modification of the Premises (“Capital Expenditure”), Lessor and Lessee shall allocate the cost of such work as follows:


          (a) Subject to Paragraph 2.3(c) below, if such Capital Expenditures are required as a
result of the specific and unique use of the Premises by Lessee as compared with uses by
tenants in general, for general/administration office purposes Lessee shall be fully
responsible for





			
		 	
		 	
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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 shall pay for such
Capital Expenditure  and Lessee shall only be obligated to pay, each month during the remainder of
the term of this Lease or any extension thereof, on the date that on which the Base Rent is due, an
amount equal to 1/144th of the portion of such costs reasonably attributable to the Premises.
Lessee shall pay Interest on the balance but may prepay its obligation at any time. If, however,
such Capital Expenditure is required during the last 2 years of this Lease or if Lessor reasonably
determines that it is not economically feasible to pay its share thereof, Lessor shall have the
option to terminate this Lease upon 90 days prior written notice to Lessee unless Lessee notifies
Lessor, in writing, within 10 days after receipt of Lessor’s termination notice that Lessee will
pay for such Capital Expenditure. If Lessor does not elect to terminate, and fails to tender its
share of any such Capital Expenditure, Lessee may advance such funds and deduct same, with
Interest, from Rent until Lessor’s share of such costs have been fully paid. If Lessee is unable to
finance Lessor’s share, or if the balance of the Rent due and payable for the remainder of this
Lease is not sufficient to fully reimburse Lessee on an offset basis, Lessee shall have the right
to terminate this Lease upon 30 days written notice to Lessor.




          (c) Notwithstanding the above, the provisions concerning Capital Expenditures are intended to apply
only to nonvoluntary, unexpected, and new Applicable Requirements. If the Capital Expenditures are
instead triggered by Lessee as a result of an actual or proposed change in use, change in intensity
of use, or modification to the Premises then, and in that event, Lessee shall either: (i)
immediately cease such changed use or intensity of use and/or take such other steps as may be
necessary to eliminate the requirement for such Capital Expenditure, or (ii) complete such Capital
Expenditure at its own expense. Lessee shall not have any right to terminate this Lease.




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



     
2.5 Lessee as Prior Owner/Occupant. The warranties made by Lessor in 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. So long as Lessee is not in default, and subject to the Rules and Regulations
attached hereto, and as established by Lessor from time to time, Lessee shall be entitled to rent
and use the number of parking spaces specified in Paragraph 1.2(b) at the rental rate applicable
from time to time for monthly parking as set by Lessor and/or its
licensee.



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




          (b) The monthly rent per
parking space specified in Paragraph 1.2(b) is subject to change upon 30 days prior written notice
to Lessee. The rent for the parking is payable one month in advance prior to the first day of each
calendar month.









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



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



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



     2.10
Common Areas — Changes. Lessor shall have the right, in Lessor’s sole discretion, from time
to time provided Lessor shall use commercially reasonable efforts to minimize any interference
with Lessee’s use of the premises:



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




          (b) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable
access to the Premises remains available;







			
	 	 	 
	
	 	
	

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




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




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




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



3. Term.




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



     3.2 Early Possession. Any provision herein granting Lessee Early Possession of the Premises
is subject to and conditioned upon the Premises being available for such possession prior to the
Commencement Date. Any grant of Early Possession only conveys a non-exclusive right to occupy the
Premises. If Lessee totally or partially occupies the Premises prior to the Commencement Date, the
obligation to pay Base Rent shall be abated for the period of such Early Possession. All other
terms of this Lease (including but not limited to the obligations to pay Lessee’s Share of the
Operating Expense Increase) shall be in effect during such period. Any such Early Possession shall
not affect the Expiration Date.



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



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


4. Rent.




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



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



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




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




          (c) The following costs relating to the ownership and operation of the Project,
calculated as if the Project was at least 95% occupied, are defined as “Operating Expenses” :




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



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



                    (bb) All heating, air conditioning, plumbing, electrical systems,
life safety equipment, communication systems and other equipment used in
common by, or for the benefit of, tenants or occupants of the Project,
including elevators and escalators, tenant directories, fire detection
systems including sprinkler system maintenance and repair.



                    (cc) All other areas and improvements that are within the exterior
boundaries of the Project but outside of the Premises and/or any other
space occupied by a tenant.



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



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



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



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



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



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



                (viii) The cost of any capital improvement 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
improvement over a 12 year period and Lessee shall not be required to pay
more than Lessee’s Share of 1/144th of the cost of such Capital
Expenditure in any given month;



                (ix) The cost to replace equipment or improvements that have a useful life
for accounting purposes of 5 years or less.



                (x) Reserves set aside for maintenance, repair and/or replacement of
Common Area improvements and equipment.



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




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




          (f) Lessee’s Share of Operating Expense Increase is payable monthly on the same day as the Base
Rent is due hereunder. The amount of such payments shall be based on Lessor’s estimate of the
Operating Expense Expenses. Within 60 days after written request (but not more than once each year)
Lessor shall deliver to Lessee a reasonably detailed statement showing Lessee’s Share of the actual
Common Area Operating Expenses for the preceding year. If Lessee’s payments during such Year exceed
Lessee’s Share, Lessee shall credit the amount of such over-payment against Lessee’s future
payments. If Lessee’s payments during such Year were less than Lessee’s Share, Lessee shall pay to
Lessor the amount of the deficiency within 10 days after delivery by Lessor to Lessee of said
statement. Lessor and Lessee shall forthwith adjust between them by cash payment any balance
determined to exist with respect to that portion of the last Comparison Year for which Lessee is
responsible as to Operating Expense Increases, notwithstanding that the Lease term may have
terminated before the end of such Comparison Year.




          (g) Operating Expenses shall not include the costs of replacement for equipment or capital
components such as the roof, foundations, exterior walls or a Common Area capital improvement, such
as the parking lot paving, elevators, fences that have a useful life for accounting purposes of 5
years or more.




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




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


5. Security Deposit. Lessee shall deposit with Lessor upon execution hereof the Security Deposit
as security for Lessee’s faithful performance of its obligations under this Lease. If Lessee fails
to pay Rent, or otherwise Defaults under this Lease, Lessor may use, apply or retain all or any
portion of said Security Deposit for the payment of any amount already due Lessor, for Rents which
will be due in the future, and/ or to reimburse or compensate Lessor for any liability, expense,
loss or damage which Lessor may suffer or incur by reason thereof. If Lessor uses or applies all or
any portion of the Security Deposit, Lessee shall within
10 20 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. Subject to Paragraph 60, if 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 90 30 days after the expiration or termination of this Lease, Lessor
shall return that portion of the Security Deposit not used or applied by Lessor. No part of the
Security Deposit shall be considered to be held in trust, to bear interest or to be prepayment for
any monies to be paid by Lessee under this Lease.



6. Use.




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



     6.2 Hazardous Substances.



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





			
	 	 	 
	 
	 	 
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compliance with all Applicable Requirements, is not a Reportable Use, and does not expose the
Premises or neighboring property to any meaningful risk of contamination or damage or expose Lessor
to any liability therefor. In addition, Lessor may condition its consent to any Reportable Use upon
receiving such additional assurances as Lessor reasonably deems necessary to protect itself, the
public, the Premises and/or the environment against damage, contamination, injury and/or liability,
including, but not limited to, the installation (and removal on or before Lease expiration or
termination) of protective modifications (such as concrete encasements) and/or increasing the
Security Deposit.




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




          (c) Lessee Remediation. Lessee shall not cause or permit any Hazardous Substance to be spilled or
released in, on, under, or about the Premises by Lessee, its
agents, employees, contractors or invitees (including through the plumbing or sanitary sewer
system) and shall promptly, at Lessee’s expense, comply with all Applicable Requirements and take
all investigatory and/or remedial action reasonably recommended, whether or not formally ordered or
required, for the cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises or neighboring properties, that was caused or materially contributed to
by Lessee, or pertaining to or 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, claims, expenses, penalties, and attorneys’ and consultants’ fees
arising out of or involving any Hazardous Substance brought onto the Premises by or for Lessee, or
any third party (provided, however, that Lessee shall have no liability under this Lease with
respect to underground migration of any Hazardous Substance under the Premises from areas outside
of the Project not caused or contributed to by Lessee). Lessee’s obligations shall include, but not
be limited to, the effects of any contamination or injury to person, property or the environment
created or suffered by Lessee, and the cost of investigation, removal, remediation, restoration
and/or abatement, and shall survive the expiration or termination of this Lease. No termination,
cancellation or release agreement entered into by Lessor and Lessee shall release Lessee from its
obligations under this Lease with respect to Hazardous Substances, unless specifically so agreed by
Lessor in writing at the time of such agreement.




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




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




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




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



     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
Hazardous Substance Condition (see paragraph 9.1e) is found to exist or be imminent, or the
inspection is requested or ordered by a governmental authority. In such case, Lessee shall upon
request reimburse Lessor for the cost of such inspection, so long as such inspection is reasonably
related to the violation or contamination. In addition, Lessee shall provide copies of all relevant
material safety data sheets (MSDS) to Lessor within 10 days of the receipt of written request
therefor.


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




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




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



     7.3 Utility Installations; Trade Fixtures; Alterations.



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




          (b) Consent. Lessee shall not make any Alterations or Utility Installations to the Premises
without Lessor’s prior written consent. Lessee may, however, make non-structural Alterations or
Utility Installations to the interior of the Premises (excluding the roof) without such consent but
upon notice to Lessor, as long as they are not visible from the outside, do not involve puncturing,
relocating or removing the roof, ceilings, floors or any existing walls, will not affect the
electrical, plumbing, HVAC, and/or life safety systems, and the cumulative cost thereof during this
Lease as extended does not exceed $2000 $10,000. 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 asbuilt
plans and specifications. For work which costs an amount in excess of one month’s Base Rent, Lessor
may condition its consent upon Lessee providing a lien and completion bond in an
amount equal to 150% of the estimated cost of such Alteration or Utility Installation and/or upon
Lessee’s posting an additional Security Deposit with Lessor provided no bond shall be required nor
increase in Security Deposit so long as LoopNet, Inc. remains the Lessee in possession of the
Premises.




          (c) Liens; Bonds. Lessee shall pay, when due, all claims for labor or materials furnished or
alleged to have been furnished to or for Lessee at or for use on the Premises, which claims are or
may be secured by any mechanic’s or materialmen’s lien against the Premises or any interest
therein. Lessee shall give Lessor not less than 10 days notice prior to the commencement of any
work in, on or about the Premises, and Lessor shall have the right to post notices of
non-responsibility. If Lessee shall contest the validity of any such lien, claim or demand, then
Lessee shall, at its sole expense defend and protect itself, Lessor and the Premises against the
same and shall pay and satisfy any such adverse judgment that may be rendered thereon before the
enforcement thereof. If Lessor shall require, Lessee shall furnish a surety bond in an amount equal
to 150% of the amount of such contested lien, claim or demand, indemnifying Lessor against
liability for the same except no bond shall be required if LoopNet, Inc, is Lessee in possession of
the Premises. If Lessor elects to participate in any such action, Lessee shall pay Lessor’s
attorneys’ fees and costs.




     7.4 Ownership; Removal; Surrender; and Restoration.



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




          (b) Removal. By delivery to Lessee of written notice from Lessor at the time of installation (so
long as Lessor’s consent was requested) 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 by the Expiration Date or any
earlier termination date, with all of the improvements, parts and surfaces thereof clean and free
of debris, and in good operating order, condition and state of repair, ordinary wear and tear
excepted. “Ordinary wear and tear” shall not include any damage or deterioration that would have
been prevented by good maintenance practice. Notwithstanding the foregoing, if this Lease is for 12
months or less, then Lessee shall surrender the Premises in the same condition as delivered to
Lessee on the Start Date with NO allowance for ordinary wear and tear. Lessee shall repair any
damage occasioned by the installation, maintenance or removal of Trade Fixtures, Lessee owned Alterations
and/or Utility Installations, furnishings, and equipment as well as the removal of any storage tank
installed by or for Lessee. Lessee shall also completely remove from the Premises any and all
Hazardous Substances brought onto the Premises by or for Lessee, or any third party (except
Hazardous Substances which were deposited via underground migration from areas outside of the
Premises) 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. Any personal property of Lessee not removed on or before the Expiration Date or any earlier
termination date shall be deemed to have been abandoned by Lessee and may be disposed of or
retained by Lessor as Lessor may desire. The failure by Lessee to timely vacate the Premises
pursuant to this Paragraph 7.4(c) without the express written consent of Lessor shall constitute a
holdover under the provisions of Paragraph 26 below.



8. Insurance; Indemnity.




     8.1 Insurance Premiums. The cost of the premiums for the insurance policies maintained by Lessor
pursuant to paragraph 8 are included as Operating Expenses (see paragraph 4.2 (c)(iv)). Said costs
shall include increases in the premiums resulting from additional coverage related to requirements
of the holder of a mortgage or deed of trust covering the Premises, Building and/or Project,
increased valuation of the Premises, Building and/or Project, and/or a general premium rate
increase. Said costs shall not, however, include any premium increases resulting from the nature of
the occupancy of any other tenant of the Building. If the Project was not insured for the entirety
of the Base Year, then the base premium shall be the lowest annual premium reasonably obtainable
for the required insurance as of the Start Date, assuming the most nominal use possible of




			
	 	 	 
	

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the Building and/or Project. In no event, however, shall Lessee be responsible for any portion of
the premium cost attributable to liability insurance coverage in excess of $2,000,000 procured
under Paragraph 8.2(b).




     8.2 Liability Insurance.



          (a) Carried by Lessee. Lessee shall obtain and keep in force a Commercial General Liability policy
of insurance protecting Lessee and Lessor as an additional insured against claims for bodily
injury, personal injury and property damage based upon or arising out of the ownership, use,
occupancy or maintenance of the Premises and all areas appurtenant thereto. Such insurance shall be
on an occurrence basis providing single limit coverage in an amount not less than $1,000,000 per
occurrence with an annual aggregate of not less than $2,000,000. Lessee shall add Lessor as an
additional insured by means of an endorsement at least as broad as the Insurance Service
Organization’s “Additional Insured-Managers or Lessors of Premises” Endorsement and coverage shall
also be extended to include damage caused by heat, smoke or fumes from a hostile fire. The policy
shall not contain any intra-insured exclusions as between insured persons or organizations, but
shall include coverage for liability assumed under this Lease as an “insured contract” for the
performance of Lessee’s indemnity obligations under this Lease. The limits of said insurance shall
not, however, limit the liability of Lessee nor relieve Lessee of any obligation hereunder. Lessee
shall provide an endorsement on its liability policy(ies) which provides that its insurance shall
be primary to and not contributory with any similar insurance carried by Lessor, whose insurance
shall be considered excess insurance only.




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




     8.3 Property Insurance — Building, Improvements and Rental Value.



          (a) Building and Improvements. Lessor shall obtain and keep in force a policy or policies of
insurance in the name of Lessor, with loss payable to Lessor, any ground-lessor, and to any Lender
insuring loss or damage to the Building and/or Project. The amount of such insurance shall be equal
to the full insurable replacement cost of the Building and/or Project, as the same shall exist from
time to time, or the amount required by any Lender, but in no event more than the commercially
reasonable and available insurable value thereof. Lessee Owned Alterations and Utility
Installations, Trade Fixtures, and Lessee’s personal property shall be insured by Lessee not by
Lessor. If the coverage is available and commercially appropriate, such policy or policies shall
insure against all risks of direct physical loss or damage (except the perils of flood and/or
earthquake unless required by a Lender), including coverage for debris removal and the enforcement
of any Applicable Requirements requiring the upgrading, demolition, reconstruction or replacement
of any portion of the Premises as the result of a covered loss. Said policy or policies shall also
contain an agreed valuation provision in lieu of any coinsurance clause, waiver of subrogation, and
inflation guard protection causing an increase in the annual property insurance coverage amount by a factor of not less than the adjusted
U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest to where
the Premises are located. If such insurance coverage has a deductible clause, the deductible amount
shall not exceed $5,000 per occurrence.




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



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




          (b)
Worker’s Compensation Insurance. Lessee shall obtain and maintain Worker ’ s Compensation
Insurance in such amount as may be required by Applicable Requirements.




          (c) 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.




          (d) 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 maintaining during the
policy term a “General Policyholders Rating” of at least A-, VII, 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 with copies of the required endorsements evidencing the existence and
amounts of the required insurance. No such policy shall be cancelable or subject to modification
except after 10 days prior written notice to Lessor. Lessee shall, at least 30 days prior to the
expiration of such policies, furnish Lessor with evidence of renewals or “insurance binders”
evidencing renewal thereof, or Lessor may order such insurance and charge the cost thereof to
Lessee, which amount shall be payable by Lessee to Lessor upon demand. Such policies shall be for a
term of at least one year, or the length of the remaining term of this Lease, whichever is less. If
either Party shall fail to procure and maintain the insurance required to be carried by it, the
other Party may, but shall not be required to, procure and maintain the same.



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



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



     8.8 Exemption of Lessor and its Agents from Liability. Notwithstanding the negligence or breach of
this Lease by Lessor or its




			
	 	 	 
	
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agents, neither Lessor nor its agents shall be liable under any circumstances for: (i) 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, indoor air
quality, the presence of mold 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, (ii) any damages arising from any act or
neglect of any other tenant of Lessor or from the failure of Lessor or its agents to enforce the
provisions of any other lease in the Project, or (iii) injury to Lessee’s business or for any loss
of income or profit therefrom. Instead, it is intended that Lessee’s sole recourse in the event of
such damages or injury be to file a claim on the insurance policy(ies) that Lessee is required to
maintain pursuant to the provisions of paragraph 8.




     8.9
Failure to Provide Insurance. Lessee acknowledges that any failure on its part to obtain or
maintain the insurance required herein will expose Lessor to risks and potentially cause Lessor to
incur costs not contemplated by this Lease, the extent of which will be extremely difficult to
ascertain. Accordingly, for any month or portion thereof that Lessee does not maintain the required
insurance and/or does not provide Lessor with the required binders or certificates evidencing the
existence of the required insurance, the Base Rent shall be automatically increased, without any
requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100,
whichever is greater. The parties agree that such increase in Base Rent represents fair and
reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee’s
failure to maintain the required insurance. Such increase in Base Rent shall in no event constitute
a waiver of Lessee’s Default or Breach with respect to the failure to maintain such insurance,
prevent the exercise of any of the other rights and remedies granted hereunder, nor relieve Lessee
of its obligation to maintain the insurance specified in this Lease.


9. Damage or Destruction.




     9.1 Definitions.



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




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




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




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




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




     9.2 Partial Damage — Insured Loss. If a Premises Partial Damage that is an Insured Loss occurs,
then Lessor shall, at Lessor’s expense, repair such damage (but not Lessee’s Trade Fixtures or
Lessee Owned Alterations and Utility Installations) as soon as reasonably possible and this Lease
shall continue in full force and effect; provided, however, that Lessee shall, at Lessor’s
election, make the repair of any damage or destruction the total cost to repair of which is $5,000
or less, and, in such event, Lessor shall make any applicable insurance proceeds available to
Lessee on a reasonable basis for that purpose. Notwithstanding the foregoing, if the required
insurance was not in force or the insurance proceeds are not sufficient to effect such repair, the
Insuring Party shall promptly contribute the shortage in proceeds as and when required to complete
said repairs. In the event, however, such shortage was due to the fact that, by reason of the
unique nature of the improvements, full replacement cost insurance coverage was not commercially
reasonable and available, Lessor shall have no obligation to pay for the shortage in insurance
proceeds or to fully restore the unique aspects of the Premises unless Lessee provides Lessor with
the funds to cover same, or adequate assurance thereof, within 10 days following receipt of written
notice of such shortage and request therefor. If Lessor receives said funds or adequate assurance
thereof within said 10 day period, the party responsible for making the repairs shall complete them
as soon as reasonably possible and this Lease shall remain in full force and effect. If such funds
or assurance are not received, Lessor may nevertheless elect by written notice to Lessee within 10
days thereafter to: (i) shall 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. See Paragraph 71.



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



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



     9.5 Damage Near End of Term. If at any time during the last 6 months of this Lease there is damage
for which the cost to repair exceeds one month’s Base Rent, whether or not an Insured Loss, Lessor
may terminate this Lease effective 60 days following the date of occurrence of such damage by
giving a written termination notice to Lessee within 30 days after the date of occurrence of such
damage. Notwithstanding the foregoing, if Lessee at that time has an exercisable option to extend
this Lease or to purchase the Premises, then Lessee may preserve this Lease by, (a) exercising such
option and (b) providing Lessor with any shortage in insurance proceeds (or adequate assurance
thereof) needed to make the




			
	 	 	 
	 
	 	 
	 

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repairs on or before the earlier of (i) the date which is 10 days after Lessee’s receipt of
Lessor’s written notice purporting to terminate this Lease, or (ii) the day prior to the date upon
which such option expires. If Lessee duly exercises such option during such period and provides
Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds,
Lessor shall, at Lessor’s commercially reasonable expense, repair such damage as soon as reasonably
possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such
option and provide such funds or assurance during such period, then this Lease shall terminate on
the date specified in the termination notice and Lessee’s option shall be extinguished.




     9.6 Abatement of Rent; Lessee’s Remedies.



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




          (b) Remedies. If Lessor is 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.


10. Real Property Taxes.




     10.1 Definitions. As used herein, the term “Real Property Taxes” shall include any form of
assessment; real estate, general, special, ordinary or extraordinary, or rental levy or tax (other
than inheritance, personal income or estate taxes); improvement bond; and/or license fee imposed
upon or levied against any legal or equitable interest of Lessor in the Project, Lessor’s right to
other income therefrom, and/or Lessor’s business of leasing, by any authority having the direct or
indirect power to tax and where the funds are generated with reference to the Project address and
where the proceeds so generated are to be applied by the city, county or other local taxing
authority of a jurisdiction within which the Project is located. “Real Property Taxes” shall also
include any tax, fee, levy, assessment or charge, or any increase therein: (i) 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, (ii) a change in the improvements thereon, and/or (iii) levied or assessed on
machinery or equipment provided by Lessor to Lessee pursuant to this Lease.



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



     10.3 Additional Improvements. Operating Expenses shall not include Real Property Taxes specified
in the tax assessor’s records and work sheets as being caused by additional improvements placed
upon the Project by other lessees or by Lessor for the exclusive enjoyment of such other lessees.
Notwithstanding Paragraph 10.2 hereof, Lessee shall, however, pay to Lessor at the time Operating
Expenses are payable under Paragraph 4.2, upon 10 days written notice 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 or by reason of any alterations or improvements to the
Premises made by Lessor subsequent to the execution of this Lease by the Parties.



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



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


11. Utilities and Services.




     11.1 Services Provided by Lessor. Lessor shall provide heating, ventilation, air conditioning,
reasonable amounts of electricity for normal lighting and office machines, water for reasonable and
normal drinking and lavatory use in connection with an office, and replacement light bulbs and/or
fluorescent tubes and ballasts for standard overhead fixtures. Lessor shall also provide janitorial
services to the Premises and Common Areas 5 times per week, excluding Building Holidays, or
pursuant to the attached janitorial schedule, if any. Lessor shall not, however, be required to
provide janitorial services to kitchens or storage areas included within the Premises.



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



     11.3 Hours of Service. Said services and utilities shall be provided during times set forth in
Paragraph 1.12. Utilities and services required at other times shall be subject to advance request
and reimbursement by Lessee to Lessor of the cost thereof.



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



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


12. Assignment and Subletting.




			
	 	 	 
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     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) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, 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 buyout 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 considered an
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, not confer any rights on any third party and
at Lessor’s option, be a Default curable after notice per Paragraph 13.1(c), or a noncurable Breach
without the necessity of any notice and grace period. If Lessor elects to treat such unapproved
assignment or subletting as a noncurable Breach, Lessor may
either: (i) terminate this Lease
provided Lessor shall not be required to terminate the Lease to invalidate such non-permitted
assignment or subletting., or (ii) upon 30 days written notice, increase the monthly Base Rent to
110% of the Base Rent then in effect. Further, in the event of such Breach and rental adjustment,
(i) the purchase price of any option to purchase the Premises held by Lessee shall be subject to
similar adjustment to 110% of the price previously in effect, and (ii) all fixed and non-fixed
rental adjustments scheduled during the remainder of the Lease term shall be increased to 110% of
the scheduled adjusted rent.




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




          (f) Lessor may reasonably withhold consent to a proposed assignment or subletting if Lessee is in
Default at the time consent is requested.




          (g) Notwithstanding the foregoing, allowing a de minimis portion of the Premises, i e. 20 square
feet or less, to be used by a third party vendor in connection with the installation of a vending
machine or payphone shall not constitute a subletting.




     12.2 Terms and Conditions Applicable to Assignment and Subletting.



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




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




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




          (d) In the event of any Default or Breach by Lessee, Lessor may proceed directly against Lessee,
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 therefore to Lessor, or any security held by Lessor.




          (e) Each request for consent to an assignment or subletting shall be in writing, accompanied by
information relevant to Lessor’s determination as to the financial and operational responsibility
and appropriateness of the proposed assignee or sublessee, including but not limited to the
intended use and/or required modification of the Premises, if any, together with a fee of $500 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. (See
also Paragraph 36)




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




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




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



          (a) Lessee hereby assigns and transfers to Lessor all of Lessee’s interest in all Rent payable on
any sublease, and Lessor may collect such Rent and apply same toward Lessee’s obligations under
this Lease; provided, however, that until a Breach shall occur in the performance of Lessee’s
obligations, Lessee may collect said Rent. In the event that the amount collected by Lessor exceeds
Lessee’s then outstanding obligations any such excess shall be refunded to Lessee. 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



			
	 	 	 
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of Lessee to cure such Default within any applicable grace period:




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




          (b) The failure of Lessee to make any payment of Rent or any Security Deposit required to be made
by Lessee hereunder, whether to Lessor or to a third party, when due, to provide reasonable
evidence of insurance or surety bond, or to fulfill any obligation under this Lease which endangers
or threatens life or property, where such failure continues for a period of 3 business days
following written notice to Lessee. THE ACCEPTANCE BY LESSOR OF A PARTIAL PAYMENT OF RENT OR
SECURITY DEPOSIT SHALL NOT CONSTITUTE A WAIVER OF ANY OF LESSOR’S RIGHTS, INCLUDING LESSOR’S RIGHT
TO RECOVER POSSESSION OF THE PREMISES.




          (c) The failure of Lessee to allow Lessor and/or its agents access to the Premises or the
commission of waste, act or acts constituting public or private nuisance, and/or an illegal
activity on the Premises by Lessee, where such actions continue for a period of 3 business days
following written notice to Lessee.




          (d) 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 or financial statements, (v) a requested subordination,
(vi) evidence concerning any guaranty and/or Guarantor, (vii) any document requested under
Paragraph 41, (viii) material data safety sheets (MSDS), or (ix) 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  30 days following written notice to Lessee.




          (e) 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.




          (f) 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 is contrary to any applicable law,
such provision shall be of no force or effect, and not affect the validity of the remaining
provisions.




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




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




     13.2 Remedies.. If Lessee fails to perform any of its affirmative duties or obligations, within 10
30 days after written notice (or in case of an emergency, without notice), Lessor may, at its
option, perform such duty or obligation on Lessee’s behalf, including but not limited to the
obtaining of reasonably required bonds, insurance policies, or governmental licenses, permits or
approvals. Lessee shall pay to Lessor an amount equal to 115% 110% of the costs and expenses
incurred by Lessor in such performance upon receipt of an invoice therefor. In the event of a
Breach, Lessor may, with or without further notice or demand, and without limiting Lessor in the
exercise of any right or remedy which Lessor may have by reason of such Breach:



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




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



			
	 	 	 
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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 immediately pay to Lessor a one-time late charge
equal to 10% of each such overdue amount or $100, whichever is greater. See Paragraph 70. The
parties hereby agree that such late charge represents a fair and reasonable estimate of the costs
Lessor will incur by reason of such late payment. Acceptance of such late charge by Lessor shall in
no event constitute a waiver of Lessee’s Default or Breach with respect to such overdue amount, nor
prevent the exercise of any of the other rights and remedies granted hereunder. In the event that a
late charge is payable hereunder, whether or not collected, for 3 consecutive installments of Base
Rent, then notwithstanding any provision of this Lease to the contrary, Base Rent shall, at
Lessor’s option, become due and payable quarterly in advance.



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



     13.6 Breach by Lessor.



          (a) Notice of Breach. Lessor shall not be deemed in breach of this Lease unless Lessor fails
within a reasonable time to perform an obligation required to be performed by Lessor. For purposes
of this Paragraph, unless such breach relates to an emergency repair, 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 the actual and reasonable cost to perform such cure, provided however,
that such offset shall not exceed
an amount equal to the greater of one month’s Base Rent or the Security Deposit, reserving Lessee’s
right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall
document the cost of said cure and supply said documentation to Lessor.



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



15. Brokerage Fees.




     15.1 Additional Commission. If a separate brokerage fee agreement is attached then in addition to
the payments owed pursuant to Paragraph 1.10 above, and unless Lessor and the Brokers otherwise
agree in writing, Lessor agrees that: (a) if Lessee exercises any Option, (b) if Lessee or anyone
affiliated with Lessee acquires from Lessor any rights to the Premises or other premises owned by
Lessor and located within the Project, (c) if Lessee remains in possession of the Premises, with
the consent of Lessor, after the expiration of this Lease, or (d) if Base Rent is increased,
whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a
fee in accordance with the schedule attached to such brokerage fee agreement.



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



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


16. Estoppel Certificates.




          (a) Each Party (as “Responding Party”) shall within 10 30 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 AIRCommercial Real Estate Association, plus such additional information,
confirmation and/or statements as may be reasonably




			
	 	 	 
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requested by the Requesting Party.




          (b) If the Responding Party shall fail to execute or deliver the Estoppel Certificate within such
10 30 day period, the Requesting Party may execute an Estoppel Certificate stating that: (i) the
Lease is in full force and effect without modification except as may be represented by the
Requesting Party, (ii) there are no uncured defaults in the Requesting Party’s performance, and
(iii) if Lessor is the Requesting Party, not more than one month’s rent has been paid in advance.
Prospective purchasers and encumbrancers may rely upon the Requesting Party’s Estoppel Certificate,
and the Responding Party shall be estopped from denying the truth of the facts contained in said
Certificate.




          (c) If Lessor desires to finance, refinance, or sell the Premises, or any part thereof, Lessee and
all Guarantors shall within 10 30 days after written notice from Lessor 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. Upon such transfer or assignment and delivery of the
Security Deposit, as aforesaid, the prior Lessor shall be relieved of all liability with respect to
the obligations and/or covenants under this Lease thereafter to be performed by the Lessor. Subject
to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor
shall be binding only upon the Lessor as hereinabove defined.



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



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



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



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



22. No Prior or Other Agreements; Broker Disclaimer. This Lease contains all agreements between
the Parties with respect to any matter mentioned herein, and no other prior or contemporaneous
agreement or understanding shall be effective. Lessor and Lessee each represents and warrants to
the Brokers that it has made, and is relying solely upon, its own investigation as to the nature,
quality, character and financial responsibility of the other Party to this Lease and as to the use,
nature, quality and character of the
Premises. Brokers have no responsibility with respect thereto or with respect to any default or
breach hereof by either Party.



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.



     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 72 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 guarantees 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.




          (a) No waiver by Lessor of the Default or Breach of any term, covenant or condition hereof by
Lessee, shall be deemed a waiver of any other term, covenant or condition hereof, or of any
subsequent Default or Breach by Lessee of the same or of any other term, covenant or condition
hereof. Lessor’s consent to, or approval of, any act shall not be deemed to render unnecessary the
obtaining of Lessor’s consent to, or approval of, any subsequent or similar act by Lessee, or be
construed as the basis of an estoppel to enforce the provision or provisions of this Lease
requiring such consent.




          (b) 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.




          (c) THE PARTIES AGREE THAT THE TERMS OF THIS LEASE SHALL GOVERN WITH REGARD TO ALL MATTERS RELATED
THERETO AND HEREBY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE TO THE EXTENT THAT SUCH
STATUTE IS INCONSISTENT WITH THIS LEASE.



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



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



          (b) Brokers have no responsibility with respect to any default or breach hereof by either Party.
The Parties agree that no lawsuit or other legal proceeding involving any breach of duty, error or
omission relating to this Lease may be brought against Broker more than one year after the Start
Date and that the liability (including court costs and attorneys’ fees), of any Broker with respect
to any such lawsuit and/or legal proceeding 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) Lessor and Lessee 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% 125% of the Base Rent applicable immediately
preceding the expiration or termination  provided, however, if the Parties are acting in good
faith together to extend the Term hereof, the Lease shall continue in full force and effect at the
then current rate in effect. 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 Devise 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 the new owner, this Lease will automatically become a new lease between Lessee and such
new owner, and (ii) Lessor shall thereafter be relieved of any further obligations hereunder and
such new owner shall assume all of Lessor’s obligations, 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 which was not paid or credited to such
new owner.



     30.3 Non-Disturbance. With respect to Security Devices entered into by Lessor after the execution
of this Lease, Lessee’s subordination of this Lease shall be subject to receiving a commercially
reasonable non-disturbance agreement (a  “Non-Disturbance Agreement”) from the Lender which
Non-Disturbance Agreement provides that Lessee’s possession of the Premises, and this Lease,
including any options to extend the term hereof, will not be disturbed so long as Lessee is not in
Breach hereof and attorns to the record owner of the Premises. Further, within 60 days after the
execution of this Lease, Lessor shall, if requested by Lessee, use its commercially reasonable
efforts to obtain a Non-Disturbance Agreement from the holder of any pre-existing Security Device
which is secured by the Premises. In the event that Lessor is unable to provide the Non-Disturbance
Agreement within said 60 days, then Lessee may, at Lessee’s option, directly
contact Lender and attempt to negotiate for the execution and delivery of a Non-Disturbance
Agreement.



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


31. Attorneys’ Fees. If any Party or Broker brings an action or proceeding involving the Premises
whether founded in tort, contract or equity, or to declare rights hereunder, the Prevailing Party
(as hereafter defined) in any such proceeding, action, or appeal thereon, shall be entitled to
reasonable attorneys’ fees. Such fees may be awarded in the same suit or recovered in a separate
suit, whether or not such action or proceeding is pursued to decision or judgment. The term,
“Prevailing Party” shall include, without limitation, a Party or Broker who substantially obtains
or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment, or
the abandonment by the other Party or Broker of its claim or defense. The attorneys’ fees award
shall not be computed in accordance with any court fee schedule, but shall be such as to fully
reimburse all attorneys’ fees




			
	 	 	 
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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
after reasonable prior notice (at least 24 hours in advance) for the purpose of showing the same to
prospective purchasers, lenders, or tenants, and making such alterations, repairs, improvements or
additions to the Premises as Lessor may deem necessary or desirable and the erecting, using and
maintaining of utilities, services, pipes and conduits through the Premises and/or other premises
as long as there is no material adverse effect on Lessee’s use of the Premises. All such activities
shall be without abatement of rent or liability to Lessee.



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. Lessor may place on the Premises ordinary “For Sale” signs at any time and ordinary
“For Lease” signs during the last 6 months of the term hereof. Lessor may not place any sign on the
exterior of the Building that covers any of the windows of the Premises. Except for ordinary “For
Sublease” signs which may be placed only on the Premises, Lessee shall not place any sign upon the
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. Except as otherwise provided herein, wherever in this Lease the consent of a Party
is required to an act by or for the other Party, such consent shall not be unreasonably withheld or
delayed. Lessor’s actual reasonable costs and expenses (including but not limited to architects’,
attorneys’, engineers’ and other consultants’ fees) incurred in the consideration of, or response
to, a request by Lessee for any Lessor consent, including but not limited to consents to an
assignment, a subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee
upon receipt of an invoice and supporting documentation therefor. Lessor’s consent to any act,
assignment or subletting shall not constitute an acknowledgment that no Default or Breach by Lessee
of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such
consent. The failure to specify herein any particular condition to Lessor’s consent shall not
preclude the imposition by Lessor at the time of consent of such further or other conditions as are
then reasonable with reference to the particular matter for which consent is being given. In the
event that either Party disagrees with any
determination made by the other hereunder and reasonably requests the reasons for such
determination, the determining party shall furnish its reasons in writing and in reasonable detail
within 10 business days following such request.



37. Guarantor.




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



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


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



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




     39.1 Definition. “Option ” shall mean: (a) the right to extend or reduce the term of or renew
this Lease or to extend or reduce the term of 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, the right of first offer to purchase or the right of
first refusal to purchase the Premises or other property of Lessor.



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



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



     39.4 Effect of Default on Options.



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




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




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



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



41. Reservations.




          (a) Lessor reserves the right: (i) to grant, without the consent or joinder of Lessee, such
easements, rights and dedications that Lessor deems necessary, (ii) to cause the recordation of
parcel maps and restrictions, (iii) to create and/or install new utility raceways, so long as such
easements, rights, dedications, maps, restrictions, and utility raceways do not unreasonably
interfere with the use of the Premises by Lessee. Lessor may also: change the name, address or
title of the Building or Project upon at least 90 days prior written notice; provide and install,
at Lessee’s expense, Building standard graphics on the door of the Premises and such portions of
the Common Areas as Lessor shall reasonably deem




			
	 	 	 
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appropriate; grant to any lessee the exclusive right to conduct any business as long as such
exclusive right does not conflict with any rights expressly given herein; and to place such signs,
notices or displays as Lessor reasonably deems necessary or advisable upon the roof, exterior of
the Building or the Project or on signs in the Common Areas. Lessee agrees to sign any documents
reasonably requested by Lessor to effectuate such rights. The obstruction of Lessee’s view, air, or
light by any structure erected in the vicinity of the Building, whether by Lessor or third parties,
shall in no way affect this Lease or impose any liability upon Lessor.




          (b) Lessor also reserves the right to move Lessee to other space of comparable size in the Building
or Project. Lessor must provide at least 45 days prior written notice of such move, and the new
space must contain improvements of comparable quality to those contained within the Premises.
Lessor shall pay the reasonable out of pocket costs that Lessee incurs with regard to such
relocation, including the expenses of moving and necessary stationary revision costs. In no event,
however, shall Lessor be required to pay an amount in excess of two months Base Rent. Lessee may
not be relocated more than once during the term of this Lease.




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



42. Performance Under Protest. If at any time a dispute shall arise as to any amount or sum of
money to be paid by one Party to the other under the provisions hereof, the Party against whom the
obligation to pay the money is asserted shall have the right to make payment “under protest” and
such payment shall not be regarded as a voluntary payment and there shall survive the right on the
part of said Party to institute suit for recovery of such sum. If it shall be adjudged that there
was no legal obligation on the part of said Party to pay such sum or any part thereof, said Party
shall be entitled to recover such sum or so much thereof as it was not legally required to pay. A
Party who does not initiate suit for the recovery of sums paid “under protest” within 6 months
shall be deemed to have waived its right to protest such payment.



43. Authority; Multiple Parties; Execution



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



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



          (c) This Lease may be executed by the Parties in counterparts, each of which shall be deemed an
original and all of which together shall constitute one and the same instrument.



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



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



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



47. 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.



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



49. Americans with Disabilities Act. Since compliance with the Americans with Disabilities Act
(ADA) is dependent upon Lessee’s specific use of the Premises, Lessor makes no warranty or
representation as to whether or not the Premises comply with ADA or any similar legislation. In the
event that Lessee’s use of the Premises requires modifications or additions to the Premises in
order to be in ADA compliance, Lessee agrees to make any such necessary modifications and/or
additions at Lessee’s expense.



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



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



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



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


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



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




	 	 	 	 	 	 	 

	Executed at:

	 	 	 	Executed at:	 	 
	 

	 	 
	 	 	 	 





	 	 	 	 	 	 	 

	 On:

	 	 	 	On:	 	 
	 

	 	 
	 	 	 	 





	 	 	 

	By
LESSOR:

	 	By LESSEE:
	America’s Christian Credit Union

	 	LoopNet, Inc.
	 
	 	 
	 

	 	 





	 	 	 
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	By:
	 	 
	 

	 	 
	Name Printed: Mendell L. Thompson
	Title: CEO/Treasurer






	 	 	 

	By:
	 	 
	 

	 	 
	Name Printed: Nicki Harms
	Title: VP/CFO






	 	 	 

	Address:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 
	Telephone: (626) 208-5400
	Facsimile:  (626) 208-5510






	 	 	 

	Email:
	 	 
	 

	 	 
	Email:
	 	 
	 

	 	 
	Federal ID No. 95-203084









	 	 	 

	By:
	 	 
	 

	 	 
	Name Printed: Brent Stumme
	Title: CFO/Senior VP, Finance & Administration
	 
	 	 
	 





	 	 	 

	By:
	 	 
	 

	 	 





	 	 	 

	Name Printed:
	 	 
	 

	 	 





	 	 	 

	Title:
	 	 
	 

	 	 





	 	 	 

	Address:
	 	 
	 

	 	 
	 
	 	 
	 
	 
	 	 
	 





	 	 	 

	Telephone: (                    )
	 	 
	 

	 	 
	Facsimile: (                    )
	 	 
	 

	 	 





	 	 	 

	Email:
	 	 
	 

	 	 
	Email:
	 	 
	 

	 	 
	Federal ID No. 77-9463987












LESSOR’S BROKER:



Sauvé Riegel, Inc.



Attn: Norman R. Sauvé

Address: 12 S. Raymond Avenue




	 	 	 

	 
	 
	 	 
	 
	Telephone: (626) 585-4321
	Facsimile: (626) 683-3990
	Email: nsauve@sauveriegel.com
	Broker/Agent DRE License #: 00937271
	 
	 
	 
	 	 
	 








     LESSEE’S BROKER:



CBRE



Attn: Todd Doney, Vice Chairman





			
	Address:	 	355 S.Grand Avenue, 27th Floor 
Los Angeles, CA 90071




 




Telephone: (213) 593-1360




	 	 	 

	Facsimile: (                    )
	 	 
	 

	 	 
	Email: Todd.Doney@crbe.com
	Broker/Agent DRE License #: 00852254
	 
	 	 
	 
	 
	 	 
	 









NOTICE: These forms are often modified to meet changing requirements of law and industry needs.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213)
687-8777. Fax No.: (213) 687-8616.




©Copyright 1999-By AIR Commercial Real Estate Association.

All rights reserved.

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




			
	 
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RENT ADJUSTMENT(S)

STANDARD LEASE ADDENDUM




	 	 	 

	Dated

	 	November 30, 2010
	 
	 	 
	By and Between (Lessor)

	 	America’s Christian Credit Union
	 
	 	 
	 

	 	 
	 
	 	 
	(Lessee)

	 	LoopNet, Inc.
	 
	 	 
	 

	 	 
	 
	 	 
	Address of Premises:

	 	2100 E. Route 66, Suite 200, Glendora, CA
	 
	 	 
	 

	 	 




Paragraph 50



A. RENT ADJUSTMENTS:




          The monthly rent for each month of the adjustment period(s) specified below shall be increased
using the method(s) indicated below: (Check Method(s) to be Used and Fill in Appropriately)




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




	 	 	 

	          a. On (Fill in COLA Dates):
	 	 
	 

	 	 
	 
	 	 
	 




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




	 	 	 

	 





	 	 	 

	 


	 	, All Items 





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



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



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




      



			
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	o  II. Market Rental Value Adjustment(s) (MRV)
	          a. On (Fill in MRV Adjustment Date(s):
	 	 
	 

	 	 
	 
	 	 
	   
	the Base Rent shall be adjusted to the “Market Rental Value” of the property as follows:






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



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



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



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



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



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



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



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



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



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



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


þ    III. Fixed Rental Adjustment(s) (FRA)



The Base Rent shall be increased to the following amounts on the dates set forth below:




	 	 	 
	On (Fill in FRA Adjustment Date(s)):	 	The New Base Rent shall be:
	 
	June 1, 2012

	 	3% increase over existing rent
	June 1, 2013

	 	3% increase over existing rent
	June 1, 2014

	 	3% increase over existing rent
	June 1, 2015

	 	3% increase over existing rent
	June 1, 2016

	 	3% increase over existing rent
	June 1, 2017

	 	3% increase over existing rent
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




B. NOTICE:




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


C. BROKER’S FEE:




     The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with
paragraph 15 of the Lease.


NOTICE: These forms are often modified to meet changing requirements of law and industry needs.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213)
687-8777. Fax No.: (213) 687-8616.




      



			
	 
	 	 

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	 	INITIALS
	 	 	 
	©2000 — AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM RA-3-8/00E






PAGE 2 OF 2









 








OPTION(S) TO EXTEND

STANDARD LEASE ADDENDUM




	 	 	 

	Dated

	 	November 30, 2010
	 
	 	 
	By and Between (Lessor)

	 	America’s Christian Credit Union
	 
	 	 
	 

	 	 
	 
	 	 
	By and Between (Lessee)

	 	LoopNet, Inc.
	 
	 	 
	 

	 	 
	 
	 	 
	Address of Premises:

	 	2100 E. Route 66, Suite 200, Glendora, CA
	 
	 	 
	 

	 	 




Paragraph 51




A. OPTION(S) TO EXTEND:



Lessor hereby grants to Lessee the option to extend the term of this Lease for One (1) additional
Sixty (60) month period(s) commencing when the prior term expires upon each and all of the
following terms and conditions:




          (i) In order to exercise an option to extend, Lessee must give written notice of such election to
Lessor and Lessor must receive the same at least 9 but not more than 12 months prior to the date
that the option period would commence, time being of the essence. If proper notification of the
exercise of an option is not given and/or received, such option shall automatically expire. Options
(if there are more than one) may only be exercised consecutively.




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




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




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




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



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



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




	 	 	 

	     a. On (Fill in COLA Dates): 
	 	 
	 

	 	 
	 
	 	 
	 





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



 





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




     b. The monthly rent payable in accordance with paragraph A.I.a. of this Addendum shall be
calculated as follows: the Base Rent set forth in paragraph 1.5 of the attached Lease, shall be
multiplied by a fraction the numerator of which shall be the CPI of the calendar month 2 months
prior to the month(s) specified in paragraph A.I.a. above during which the adjustment is to take
effect, and the denominator of which shall be the CPI of the




      



			
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calendar
month which is 2 months prior to (select one): o the first month of the term of this Lease
as set forth in paragraph 1.3 (“Base Month”) or o (Fill in Other “Base Month”):



 





The sum so calculated shall constitute the new monthly rent hereunder, but in no event, shall any
such new monthly rent be less than the rent payable for the month immediately preceding the rent
adjustment.




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


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




     a. On (Fill in MRV Adjustment Date(s)) Sepember 1, 2018 the Monthly Base Rental Rate shall be
ninety-five percent (95%) of the then fair market value (FMV) for comparable properties. the Base
Rent shall be adjusted to the “Market Rental Value” of the property as follows:



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




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



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



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



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



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



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



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




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



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



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


o   III. Fixed Rental Adjustment(s) (FRA)



The Base Rent shall be increased to the following amounts on the dates set forth below:




	 	 	 
	On (Fill in FRA Adjustment Date(s)):	 	The New Base Rent shall be:
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 
	 
	 	 
	 

	 	 




B. NOTICE:




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




      



			
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C. BROKER’S FEE:




     The Brokers shall be paid a Brokerage Fee for each adjustment specified above in accordance with
paragraph 15 of the Lease.


NOTICE: These forms are often modified to meet changing requirements of law and industry needs.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213)
687-8777. Fax No.: (213) 687-8616.



 




			
	INITIALS
	 	INITIALS
	 	 	 
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	 	FORM OE-3-8/00E






PAGE 3 OF
3









 








RULES AND REGULATIONS FOR

STANDARD OFFICE LEASE



Dated: November 30, 2010



By and Between America’s Christian Credit Union and LoopNet, Inc.




GENERAL RULES




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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



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



PARKING RULES




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



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



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



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



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



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



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



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



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



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



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



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


NOTICE: These forms are often modified to meet changing requirements of law and industry needs.
Always write or call to make sure you are utilizing the most current form: AIR Commercial Real
Estate Association, 800 W 6th Street, Suite 800, Los Angeles, CA 90017. Telephone No. (213)
687-8777. Fax No.: (213) 687-8616.




			
	 
	INITIALS
	 	INITIALS
	 	 	 
	©1999 — AIR COMMERCIAL REAL ESTATE ASSOCIATION
	 	FORM OFG-1-9/99E







PAGE 1 OF
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ADDENDUM TO LEASE DATED NOVEMBER 30, 2010 BY AND BETWEEN AMERICA’S CHRSITIAN CREDIT UNION, AS
LESSOR AND LOOPNET, INC., AS LESSEE.



LESSOR AND LESSEE EXPRESSLY ACKNOWLEDGE AND AGREE THAT THIS ADDENDUM IS A SUPPLEMENT TO THE LEASE.
IN THE EVENT OF ANY INCONSISTENCY BETWEEN THE TERMS OF THE LEASE AND THIS ADDENDUM, THE TERMS OF
THIS ADDENDUM SHALL PREVAIL.



52. PREMISES/RENT CALCULATION. The square footage of the Premises has been calculated in
conformance with the ANSI/BOMA Z65.1-1996 standard. Base Rent payable upon the Commencement Date
is calculated at One and 53/100 Dollars per rentable square feet per month. Lessor’s architect has
measured the Premises and certified that the rentable square footage of the Premises is 38,590
rentable square feet as set forth in the BOMA Schedule attached to this Lease and Lessee is
satisfied with same.



53. TERM/COMMENCEMENT DATE/RENT COMMENCEMENT DATE/RENT ABATEMENT. The Commencement Date shall be
the later of (i) fourteen (14) days following the Substantial Completion Date (as defined in
Section 5.8 of the Work Letter), or (ii) June 1, 2011. It is estimated that the Commencement Date
will be June 1, 2011. The Term of the Lease (7 years and 3 months) will be calculated from the
actual Commencement Date.




     Notwithstanding the Commencement Date of the Lease which will calculate the Term of the Lease,
Base Rent shall be abated for the first three (3) months of the initial Term, meaning that the
obligation to begin payment of Base Rent will commence ninety (90) days following the Commencement
Date (“Rent Commencement Date”).


54. BUSINESS HOURS FOR THE BUILDING/BUILDING ACCESS. Lessee shall be entitled to access to the
common area of the Building and to the Premises and parking area for the Project twenty-four (24)
hours per day, every day of the year.



55. OPERATING EXPENSES. Notwithstanding any reference in the Lease to payment by Lessee of
Operating Expense Increases, Lessor and Lessee expressly acknowledge and understand that there will
be no additional payment by Lessee, over and above Base Rent, for Operating Expenses.



56. REAL PROPERTY TAXES. Notwithstanding any reference in the Lease to payment by Lessee of Real
Property Taxes, Lessor and Lessee expressly acknowledge and understand that, except as set forth in
Section 10.3, there will be no additional payment by Lessee, over and above Base Rent, for Real
Property Taxes. This specifically includes that Lessee shall have no responsibility for any
increase in Real Property Taxes due to a sale or refinance of the Building.



57. RENT. Rent shall be payable when due as set forth in Section 4.3 with no requirement of Lessor
to provide notice or an invoice.




     Fixed Rental Adjustment Dates as set forth in the Rent Adjustment Addendum shall be adjusted
if necessary to coincide with the actual Rent Commencement Date as determined in accordance with
Section 53 of this Addendum as follows:




	 	(i)	 	Effective twelve (12) months following the Rent Commencement Date, Base Rent
shall be increased to $60,813.98 per month (Year 2);
	 
	 	(ii)	 	Effective twenty-four months following the Rent Commencement Date, Base Rent
shall be increased to $62,638.40 per month (Year 3);
	 
	 	(iii)	 	Effective thirty-six (36) months following the Rent Commencement Date, Base
Rent shall be increased to $64,517.55 per month (Year 4);
	 
	 	(iv)	 	Effective forty-eight (48) months following the Rent Commencement Date, Base
Rent shall be increased to $66,453.08 per month (Year 5);
	 
	 	(v)	 	Effective sixty (60) months following the Rent Commencement Date, Base Rent
shall be increased to $68,446.67 per month (Year 6); and
	 
	 	(vi)	 	Effective seventy-two (72) months following the Rent Commencement Date, Base
Rent shall be increased to $70,500.07 per month (Year 7).





     Market Rental Value Adjustments as defined in the Option To Extend Addendum shall include
reasonable annual increases in Rent during the Option Term determined in accordance with fair
market value for comparable properties as set forth in said Addendum.



Addendum to Lease

Page 1 of 6






 









 







58. REPAIR/MAINTENANCE OF PREMISES. Lessee at its sole expense, shall make all repairs
necessary to keep the interior of the Premises in excellent repair, order and condition, ordinary
wear and tear excepted. All repairs shall be at least equal in quality to the original work, and
shall be made only by a licensed, bonded contractor approved in advance by Lessor and shall be made
only at such time or times as shall be approved by Lessor. Lessor may impose reasonable
restrictions and requirements with respect to such repairs. To the extent Lessor is aware, Lessor
shall notify Lessee in writing of any necessary repairs to the Premises and if such repairs are
deemed Lessee’s responsibility under the terms hereof and if Lessee should fail or refuse to
commence and complete repairs promptly and adequately, or to remove any lien, or pay any cost or
expense, or otherwise to perform any act or obligation required of Lessee, Lessor may, but shall
not be obligated, to do the same on behalf of and at the expense of Lessee without further notice
to Lessee. Lessee shall reimburse Lessor, as additional rent, for all costs and expenses of Lessor
thereby incurred within five (5) days after receipt by Lessee from Lessor of a statement setting
forth the amount of such costs and expenses. The failure by Lessee so to reimburse Lessor within
such five (5) day period shall carry with it the same consequences as failure to pay rent. Lessee,
at its own expense, shall install and maintain fire extinguishers within the Premises and other
fire protective devices as may be required from time to time by Lessor, by any agency having
jurisdiction, or by the insurance underwriters insuring the Premises.




     Lessor shall provide maintenance and repair with respect to any air conditioning, ventilating
or heating equipment which serves the Premises. Lessor shall keep and maintain in good repair the
roof (including the structural integrity thereof), foundations, footings, the exterior surfaces of
the exterior walls of the Building, and the structural, electrical and mechanical systems located
outside of the Premises. Notwithstanding the foregoing, Lessee at its expense shall make any such
repairs relating to, or caused by the act or negligence of Lessee, its agents, employees, invitees,
licensees or contractors. Lessor shall have the right to employ or designate any reputable firm or
person to perform the repair and maintenance obligations described herein. Lessor need not make any
other improvements or repairs of any kind, except as specifically required herein. There shall be
no abatement of rent and no liability of Lessor by reason of any injury to or interference with
Lessee’s business arising from the making of any repairs, alterations or improvements in or to any
portion of the Building, including the Premises, or any other portion of the Project, or in or to
the fixtures, appurtenances and equipment therein; provided, however that in making such repairs,
alterations or improvements, Lessor shall interfere as little as reasonably practicable with the
conduct of Lessee’s business in the Premises. Lessee expressly waives and releases any and all
rights Lessee may otherwise have to make repairs at Lessor’s expense under Section 1942 of the
California Civil Code, the provisions of Section 1932(1) of the California Civil Code, or the
provisions of any other statute or rule of law now or hereafter in effect.



59. UTILITIES AND SERVICES. Lessor, at Lessor’s expense, shall keep lighted the common stairs,
common entries and common restroom facilities in the Building during Business Hours for the
Building.



     Lessor agrees to furnish to the Premises electricity for normal lighting and general office
machines, water service and heat and air conditioning. Lessor shall not be liable for, and Lessee
shall not be entitled to any reduction of rent by reason of Lessor’s failure to furnish any of the
foregoing when such failure is caused by accident, breakage, repairs, strikes, lockouts or other
labor disturbances or labor disputes of any character, or by any other cause, similar or
dissimilar, beyond the reasonable control of Lessor. Lessor shall not be liable under any
circumstances for a loss of or injury to property, however occurring, through or in connection with
or incidental to failure to furnish any of the foregoing.



     Although Lessee will control the amount of electricity and heat and air conditioning supplied
to the Premises, the Premises will not be separately metered for same. Beginning on the date of
occupancy of the Premises by Lessee, Lessee shall pay an amount determined by Lessor from the
electrical submeter installed for such purpose and based on electrical consumption within the
Premises. Rates charges to Lessee will be the same as charged to Lessor for such electricity by
the local public utility furnishing same, together with any assessments or surcharges on the
electricity bill. Lessee shall pay to Lessor, as additional rent, within ten (10) days following
receipt of an invoice therefor, for all electricity and heating and air conditioning service
supplied to the Premises. Lessor shall endeavor to provide a copy of the electric bill with its
calculation together with such invoice. Lessee shall have the right at any time within twelve (12)
months of receipt of a bill for electricity to audit and verify the amount charged to Lessee for
same. So long as water usage for the Premises is typical for a general office use there will be
no separate charge for water.



     Lessee shall be responsible for securing its own telecommunication and data service to the
Premises. During the course of construction of Lessor’s Work, if Lessor and Lessee mutually
determine that fiber optic cabling within the Building is sufficient for Lessee’s use of the
Premises (in addition to Lessor’s use), the parties will enter into an agreement whereby such
cabling is made available to the Premises at Lessee’s expense and the parties shall further
determine how monthly costs for such telecommunication and data service will be equitably allocated
between the parties. Lessee shall be responsible for its own janitorial service to the Premises
and shall contract directly with a janitorial service provider for routine cleaning no less
frequently than five (5) days per week at Lessee’s sole cost. Trash generated from the Premises
shall be removed regularly and deposited into a common trash receptacle for the Building identified
by Lessor. There will be no additional charge to Lessee for trash removal. Lessee shall also



Addendum to Lease

Page 2 of 6






 









 







contract directly with the telephone company for telephone usage in the Premises. Lessee shall pay
before delinquency for all such services supplied to the Premises and indemnify and hold harmless
Lessor from any such charges.



60. ASSIGNMENT AND SUBLETTING. In determining whether to grant or withhold consent to a proposed
assignment or sublease, Lessor may consider any reasonable factor. Without limiting what may be
construed as a reasonable factor, it is hereby agreed that any one of the following factors will be
reasonable grounds for disapproval of a proposed assignment or sublease: (i) The proposed assignee
or sublessee does not, in Lessor’s reasonable judgment, have sufficient financial worth,
considering the responsibility involved; (ii) Lessor has received from any prior lessor of the
proposed assignee or sublessee a negative report concerning such prior lessor’s experience with the
proposed assignee or sublessee; (iii) The use of the Premises by the proposed assignee or sublessee
will not be identical to the Agreed Use of the Premises; (iv) In Lessor’s reasonable judgment, the
proposed assignee or sublessee is engaged in a business, and the Premises, or the relevant part
thereof, will be used in a manner, that is not in keeping with the then standards and reputation of
the Lessor; (iv) The use of the Premises by the proposed assignee or sublessee will violate any
applicable law, ordinance or regulation; (v) In the case of a proposed sublease, the proposed
sublease shall cause there to be more than one (1) sublessee of the Premises, or require a
subdivision of the Premises; or (iv) the assignee’s or sublessee’s business operations are a
competing use of Lessor’s credit union business (i.e. banking, lending, or financial services).




     If Lessee assigns its interest in this Lease or subleases all or any part of the Premises,
Lessee shall pay to Lessor fifty percent (50%) of the profit realized from such assignment or
sublease. Profit shall mean any rent (net of broker commissions and legal fees incurred by Lessee
in connection with the assignment or sublease) in excess of the Rent payable under the Lease by
Lessee as well as all consideration of any kind received by Lessee as a result of the assignment or
sublease if such sums are related to Lessee’s interest in the Lease.



     Notwithstanding anything to the contrary contained in this Lease, Lessee shall have the right,
with the prior consent of Lessor, which shall not be unreasonably withheld, conditioned or delayed,
to assign this Lease or sublet the Premises to a corporation which: (i) is Lessee’s parent
organization; or (ii) is a wholly-owned subsidiary of Lessee; or (iii) is a corporation of which
Lessee owns in excess of fifty percent (50%) of the outstanding capital stock; or (iv) as a result
of a consolidation or merger with Lessee or Lessee’s parent corporation, shall own all the capital
stock of Lessee or Lessee’s parent corporation. Any transfer pursuant to (i), (ii), (iii) or (iv)
above shall be deemed a “Permitted Transfer” and subject to all of the terms, covenants and
conditions of the Lease (including the continued liability of Lessee under the Lease) provided such
assignee, sublessee or transferee shall expressly assume the obligations of Lessee under the Lease
by a document reasonably satisfactory to Lessor. Notwithstanding Paragraph 39.2 to the contrary,
the Option to Extend as set forth in Paragraph 51 shall inure to the benefit of the transferee
under any Permitted Transfer pursuant to (i) through (iv) above.



     So long as LoopNet Inc., or its transferee pursuant to the immediately preceding paragraph, is
Lessee in possession of the Premises, Lessor will not increase the Security Deposit as allowed
under Paragraph 5 due to a change in control of Lessee.


61. SIGNS. A Building Directory is located in the lobby of the Building. Lessor shall install
Lessee’s name on one line of the Building Directory at Lessor’s cost. Any changes to the Building
Directory in connection with an assignment or sublease shall be at Lessee’s sole cost and expense.
Lessor shall install suite identification signage for the Premises in conformity with the design of
all other signage in the Building at Lessor’s cost. Any changes to the suite identification
signage in connection with an assignment or sublease shall be at Lessee’s sole cost and expense.




     A monument sign for the Project is located in the front of the Building along Route 66.
Lessor shall cause to be fabricated and installed, at Lessee’s expense, Lessee’s identification
sign and/or logo mutually approved by Lessor and Lessee on both sides of the monument sign in the
location thereon determined by Lessor and subject to approval of pertinent governmental authorities
having jurisdiction over the Project. All costs to repair, maintain and replace Lessee’s
identification sign on the monument sign shall be borne solely by Lessee. All costs of repair,
maintenance, replacement and operation of the monument sign structure shall be at Lessor’s expense.



     Subject to approval of governmental authorities having jurisdiction over the Project, Lessee
shall have the right to place its name and/or logo on the exterior of the Building, in a size
smaller than Lessor’s existing sign, and otherwise subject to approval of Lessor as to size,
location and design. All costs of fabrication, installation, maintenance and repair of the sign on
the exterior of the Building shall be borne by Lessee.


62. BROKERS. The parties recognize as the brokers who negotiated this Lease the firms, if any,
whose names are stated in Section 1.10 of this Lease, as Lessor’s Broker and Lessee’s Broker,
respectively. Lessor shall pay a commission to Lessor’s Broker pursuant to its separate agreement
with Lessor’s Broker. The parties acknowledge that Lessor’s Broker may share its commission with
Lessee’s Broker pursuant to a separate agreement of Lessor’s




Addendum to Lease

Page 3 of 6





 









 







Broker and Lessee’s Broker and to which separate agreement Lessor is not a party. Lessee warrants
that it has had no dealings with any other real estate broker or agent in connection with the
negotiation of this Lease, and Lessee agrees to indemnify and hold Lessor harmless from any cost,
expense or liability (including reasonable attorneys’ fees) for any compensation, commissions or
charges claimed by any other real estate broker or agent employed or claiming to represent or to
have been employed by Lessee in connection with the negotiation of this Lease. The foregoing
agreement shall survive the termination of this Lease.



63. RIGHT OF REFUSAL. During the Term of the Lease, if any existing lease for space on the ground
floor of the Building terminates and Lessor shall elect to lease such space to a third party in
lieu of using the space for its own operations, Lessor shall notify Lessee in writing when such
space (“Expansion Space”) becomes available for lease (“Availability Notice”). The Availability
Notice shall specify the date such Expansion Space shall be available for Lessee’s possession.
Lessee shall have a period of fifteen (15) days from receipt of the Availability Notice to notify
Lessor of its intent to lease the Expansion Space in accordance with the terms hereof. In the
event Lessee notifies Lessor within such 15-day period of its intent to lease the Expansion Space
in accordance with the terms hereof, Lessor and Lessee shall execute an amendment to this Lease and
the Lease shall be amended to provide that the Premises are expanded to include the Expansion
Space. All obligations and duties imposed by this Lease upon Lessor and Lessee shall remain the
same except (i) Base Rent shall be increased based on the Rentable Area of the original Premises
and the Expansion Space, at the same rate per square foot which Lessee is paying at the time Lessee
receives the Availability Notice, with the same scheduled increases, and (ii) the Expansion Space
shall be leased in its then “as-is” condition with no responsibility by Lessor to make any
improvements or alterations whatsoever to the Expansion Space. The increased Base Rent shall
become effective upon the date of delivery of the Expansion Space to Lessee. If Lessee does not
notify Lessor of its intent within such fifteen (15) day period, Lessor may proceed to lease the
Expansion Space to any party, and such right of Lessee under this Section 63 shall lapse until the
Expansion Space becomes available for lease to a third party again.



64. PARKING. Parking within the Project is on a non-exclusive basis with no reserved parking spaces
for Lessee. The parking ratio for the Premises is six (6) parking spaces for every 1,000 usable
square feet in the Premises. There shall be no additional charge for parking unless new laws or
regulations impose charges for on-site parking. Lessor shall have the right to assign and
designate a parking plan for the Project including the establishment of short-term time
limitations on certain parking spaces and may continue to designate specific parking spaces in the
front of the Building for use by “ACCU Guest” or similar designation.



65. SECURITY SYSTEM. Subject to Lessor’s reasonable approval, Lessee shall be entitled, at its sole
cost and expense, to install its own security system (“Security System”) for the Premises. The
Security System shall be wholly located within the Premises and shall not interfere with any
Building systems. Lessee shall coordinate the installation of the Security System with Lessor and
any incremental costs shall be the responsibility of Lessee. Lessee shall remove the Security
System at the expiration or earlier termination of the Lease.



66. ROOFTOP EQUIPMENT. Lessee shall have the non-exclusive right, at its sole cost and expense (but
no additional rental), and subject to approval of pertinent authorities having jurisdiction over
the Project, to erect satellite and communication equipment on the roof of the Building as well as
appurtenant equipment to the Premises (“Rooftop Equipment”). Such Rooftop Equipment shall conform
to any requirements by Lessor to shield, hide or otherwise aesthetically conceal such Rooftop
Equipment. Lessee shall submit to Lessor specifications, including elevations for such Rooftop
Equipment for approval prior to installation. The location, size, design and style of such Rooftop
Equipment and manner of installation shall be subject to Lessor’s approval. The installation of
the Rooftop Equipment must be without any roof-cut whatsoever and if necessary in Lessor’s opinion,
shall be upon Lessor-installed platforms or other appropriate method of attachment. If deemed
necessary by Lessor, Lessor’s roof contractor shall be consulted so that any roof bond shall not
be invalidated. In the event no roof bond exists, Lessee shall indemnify Lessor against all costs
and expenses which may be incurred in connection with any roof leaks caused, in the opinion of
Lessor’s roof expert, by such Rooftop Equipment. Lessee shall furthermore be responsible for and
indemnify, defend and hold Lessor harmless from any liability, damage or interference caused by the
installation or operation of such Rooftop Equipment. Upon expiration of the Term or earlier
termination, Lessee shall remove the Rooftop Equipment and repair any damage caused by such
removal.



67. ADA REQUIREMENTS. Lessor represents that to the best of Lessor’s knowledge, the Building and
Project are in compliance with the American With Disabilities Act (“ADA”) in effect as of the date
of the Lease, and any state or local law of similar purpose. The Premises shall be constructed in
compliance with the ADA and shall meet all ADA requirements in effect on the Commencement Date.




Addendum to Lease

Page 4 of 6






 









 







68. ADDITIONAL AMENITIES. The exterior patio and BBQ area to the rear of the Building is an
exclusive use area for Lessor, however, Lessee shall have the right to use such area for one
mutually agreed business day per month at no charge to Lessee except a clean-up fee assessed by
Lessor. Located within space occupied by Lessor on the first floor of the Building are two (2)
meeting rooms identified as Wesley Community Room and Bresee Executive Board Room. Lessee may use
the Wesley Community Room for one mutually agreed business day per month and the Bresee Executive
Board Room for one mutually agreed business day per calendar quarter at no charge to Lessee.
Coordination and scheduling of usage dates with Lessor shall be done at least five (5) days but not
more than ninety (90) days in advance. Lessee shall ensure that Lessor’s business operations are
not disrupted by virtue of use of these amenities by Lessee. Food and beverages in these areas
shall be subject to reasonable restrictions as imposed by Lessor and there shall be no serving or
consumption of alcoholic beverages in any of these areas including the patio and BBQ area.



69. RULES AND REGULATIONS. Lessee acknowledges and understands that smoking by Lessee’s employees
and customers will be restricted to an area designated by Lessor outside the Building.



70. LATE CHARGES. Lessor agrees not to assess a late charge the first time a payment is late in any
twelve (12) month period unless Lessee fails to make the payment within three (3) days after notice
of such failure to pay (i.e. in case rent is lost in the mail or failure is inadvertent bookkeeping
issue).



71. DAMAGE OR DESTRUCTION. Notwithstanding anything to the contrary contained in Paragraph 9.2 of
the Lease, if the repairs cannot, in the reasonable opinion of Lessor’s contractor, be completed
within two hundred seventy (270) days after being commenced (subject to force majeure, delays by
governmental authorities and other causes outside the control of Lessor), Lessor shall so inform
Lessee and either party may elect, no later than thirty (30) days after such date, to terminate
this Lease by written notice to the other party effective as of the date specified in the notice,
which date shall not be less than thirty (30) days nor more than sixty (60) days after the date
such notice is given. At any time, from time to time, after the date occurring sixty (60) days
after the date of the damage, Lessee may request that Lessor inform Lessee of Lessor’s contractor’s
reasonable opinion of the date of completion of the repairs and Lessor shall respond to such
request within five (5) business days. Notwithstanding the foregoing, if Lessor has commenced
reconstruction of the Premises and is diligently prosecuting such work to completion, Lessee may
not terminate the Lease.




Addendum to Lease

Page 5 of 6














 









 








IN WITNESS WHEREOF, this Addendum has been executed on the dates set forth below.



AMERICA’S CHRISTIAN CREDIT UNION




	 	 	 	 	 
	 	By:  	
 	 
	 	 	Its:                	 	 
	 	 	 	 
	 	By:  	
 	 
	 	 	Its:                	 	 
	 	 	 	 	 


Date:_________________________________________



LOOPNET, INC.




	 	 	 	 	 
	 	By:  	
 	 
	 	 	Its:                	 	 
	 
	 	By:  	
 	 
	 	 	Its:                	 	 
	 


Date:_________________________________________





Addendum to Lease

Page 6 of 6





 











 





WORK LETTER




CONSTRUCTION OF PREMISES


1. INTRODUCTION.




     1.1 Lessor shall provide Lessee with the Premises identified in Section 1.2 (a) of the Lease.
Lessor’s improvements (“Lessor’s Work”) shall consist of (i) the Base Building Work identified in
Section 2 of this Work Letter which is completed and provided at Lessor’s sole cost and expense,
and (ii) the Tenant Improvements described in the remainder of this Work Letter provided at the
expense of both Lessor and Lessee all as more fully described in this Work Letter.


2. BASE BUILDING WORK.




     2.1 Building Exterior — Exterior building walls, roof and structure of the Building.



     2.2 Building Common Area — Common restroom facilities (separate men’s and women’s
restrooms) on the first floor of the Building, elevator, exit stairway, lobby and corridors.



     2.3 Project Common Area — Walkways, sidewalks, parking spaces to code, curbs and gutters.


3.
BUILDING STANDARDS.




     3.1 Building Standard Specifications are per Lessor’s selection as to number, methods, colors,
materials, manufacturers, vendors, finishes and manner and extent of installation. Lessor’s Work
shall include Tenant Improvements incremental to those already installed in the Premises at the
time Tenant Improvement Construction commences, and equivalent to Building Standard Specifications,
or of higher quality than Building Standard Specifications, for the following:



     (a.) Suspended acoustical ceiling;



     (b.) Demising and interior partitions;



     (c.) Premises entry door and interior suite doors, frames and hardware;



     (d.) Wall and ceiling, soffit covering;



     (e.) Floor covering;



     (f.) Window treatments;



     (g.) General lighting and exit lighting;



     (h.) Power and signal, including electrical outlet devices, voice/data outlets, light
switches, distribution and submetering;



     (i.) Heating, ventilating, and air conditioning equipment;



     (j.) Automatic sprinklers and fire extinguishers;



     (k.) Millwork (plastic laminate, or other, cabinetry).



WORK LETTER

Page 1 of 7







 









 







4. CONSTRUCTION REPRESENTATIVES AND CONTACTS.




     4.1 Lessor hereby appoints the following person as Lessor’s Representative to act for Lessor
in all matters covered by this Work Letter:



          Project Manager: Andy Lauria; Principal, Resolve Consulting




     4.2 Lessee hereby appoints the following person as Lessee’s Representative to act for Lessee
in all matters covered by this Work Letter:



          ______Rahima Young______________________________________________________________




     4.3 All communications with respect to the matters covered by this Work Letter are to be made
to Lessee’s Representative or Lessor’s Representative, as the case may be, in writing and in
compliance with the notice provisions of the Lease. Lessee appoints Lessee’s Representative as its
agent and attorney-in-fact for the purpose of receiving notices, approving submittals and issuing
requests for Changes, and Lessor shall be entitled to rely upon authorizations and directives of
such person as if given directly by Lessee. Either party may amend the designation of its
construction representative under this Work Letter at any time upon delivery of written notice to
the other party.


5. LESSOR’S WORK; ARCHITECTURAL DESIGN AND TENANT IMPROVEMENTS CONSTRUCTION.




     5.1 If not already done by the date of execution of this Lease, within three (3) days after
full execution and delivery of this Lease by both parties, Lessor will deliver to Lessee, for
Lessee’s review and approval, a timetable (the “Work Schedule”) which will set forth parameters for
each of the various items of work to be done or approval to be given by Lessee and/or Lessor, as
the case may be, in connection with completion of the Tenant Improvements. The Work Schedule will
be submitted to Lessee for its approval, which approval shall not be unreasonably withheld,
conditioned or delayed. Once approved by both Lessee and Lessor, the Work Schedule will become the
basis for completing the Tenant Improvements. All plans and drawings required by this Work Letter
are to be prepared and all work is to be performed pursuant thereto in accordance with the Work
Schedule. Lessor may, from time to time prior to or during construction of the Tenant Improvements,
modify the Work Schedule as Lessor reasonably deems appropriate. If Lessee fails to approve the
Work Schedule, as it may be modified after discussions between Lessor and Lessee within three (3)
days after the date the Work Schedule is first received by Lessee, the Work Schedule shall be
deemed to be approved by Lessee as submitted.



     5.2 Lessor shall employ Scarbrough Design Associates, Inc. as architect, or such other
architect designated in writing by Lessor (the “Architect”) at Lessor’s agreed rate with Architect
to prepare and coordinate all pertinent documentation in connection with the Tenant Improvements
for the Premises.



     5.3 In accordance with the Work Schedule, Lessor and Architect shall meet with Lessee (the
“Space Planning Meeting”) for the purpose of identifying Lessee’s requirements and criteria
necessary for Architect to prepare the Space and Pricing Plan (collectively, the “Preliminary
Plans”) for the layout of Premises. The Preliminary Plans will be sufficient to convey the
architectural design of the Premises and layout of the Tenant Improvements therein. Such
Preliminary Plans shall include (without limitation): suite entrance(s) and demising partition(s);
interior partitions and office doors; ceilings; lighting; electrical and voice/data outlets;
interior finishes, including floor coverings, paint, wall and window coverings, etc.; plumbing
connections; heavy floor loads; and any other special requirements. It is understood that the
Architect shall utilize Lessor’s Mechanical, Electrical, Plumbing, Fire/Life-Safety and Fire
Sprinkler Design/Build engineers for the Premises. Within five (5) days of the aforementioned
initial Space Planning Meeting, Lessor shall deliver the Preliminary Plans to Lessee for review and
approval. Lessee shall approve the Preliminary Plans within three (3) days of receipt of same from
Lessor by signing copies of the appropriate instrument(s) and delivering same to Lessor for
Lessor’s timely review and approval.



     5.4 Lessor shall employ DBaC, Inc., or such other general contractor designated by Lessor in
writing, as Tenant Improvements General Contractor (the “TIGC”), at Lessor’s agreed rates for
General Conditions, Insurance and Fees to construct the Premises. The TIGC shall use the
Electrical, Mechanical, Plumbing and Fire/Life-Safety Design/Build engineers and subcontractors as
designated by Lessor. All other subcontractors shall be the lowest responsible bidder(s) as
identified by the TIGC and reasonably approved by Lessor.



WORK LETTER

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     5.5 Within twenty (20) days following approval by the parties of the Preliminary Plans,
Lessor shall cause the Architect to complete Construction Drawings and Specifications
(collectively, the “Working Drawings”) for the Tenant Improvements. The Working Drawings will
document Tenant Improvements that: (i) are compatible with the Base Building and with the existing
design, construction and equipment of the Building; (ii) if not comprised of Building Standards,
then are compatible with and of no lesser quality than the Building Standards, subject to Lessor’s
reasonable subjective interpretation and approval; (iii) comply with all applicable laws,
ordinances, rules and regulations of all governmental agencies having jurisdiction, and all
applicable insurance regulations; (iv) do not require Building services beyond the level normally
provided to other tenants and occupants in the Building and will not overload the Building floors;
and, (v) are of a nature and quality consistent with the overall objectives of Lessor for the
Building, as determined by Lessor in its reasonable but sole and subjective discretion.



     5.6 As necessitated by the Work Schedule, Architect will submit the Working Drawings,
including Architectural and Engineered Plans & Specifications to appropriate governmental agencies
and authorities having jurisdiction over the Premises, Building and Project for the purpose of Plan
Checking and issuance of Building Permit(s). Architect, with Lessee’s cooperation, will promptly
and expeditiously make any changes to the Final Plans as such may be stipulated by the pertinent
governmental agencies and authorities to obtain Building Permit(s). At that time, minor corrections
cited by Lessee (see ¶ 5.7, below) shall also be incorporated. Upon re-submittal of the Working
Drawings (hereinafter referred to as the “Final Plans”), no further changes may be made without the
prior written approval of both Lessor and Lessee, and then only after agreement by Lessee to pay
any and all costs resulting from the design and/or construction of such changes in. Lessor’s
approval of the Working Drawings and/or Final Plans shall create no liability or responsibility on
the part of Lessor for the completeness of such plans or their design sufficiency or compliance
with laws. Upon approval by all pertinent authorities having jurisdiction over the Site, Building,
Premises and Project, one (1) set of the approved Final Plans will be issued to TIGC for the Field,
and copies distributed to Lessor and Lessee.



     5.7 The Working Drawings will be submitted to Lessee for signature approval to confirm that
they are consistent with the Preliminary Plans. Within three (3) days following receipt of the
Working Drawings, Lessee shall approve the same. If Lessee reasonably disapproves any aspect of the
Working Drawings based on any inconsistency with the Preliminary Plans or subsequent, authorized
correspondence, Lessee agrees to promptly advise Lessor in writing of such disapproval and the
reasons therefor. Lessor will then cause Architect to promptly and expeditiously redesign the
Working Drawings incorporating the revisions reasonably requested by Lessee so as to make the
Working Drawings consistent with the Preliminary Plans and/or such authorized correspondence, and
Lessor shall submit the corrected Working Drawings to Lessee for approval. Within three (3) days
following receipt of the corrected Working Drawings, Lessee shall approve the same.



     5.8 The Tenant Improvements will be deemed to be “substantially completed” when: (i) all of
the Tenant Improvements required to be performed by Lessor under this Work Letter has been
substantially performed, other than minor “Punch List” corrections and adjustments which do not
materially interfere with Lessee’s access to or use of the Premises; and, (ii) a Final Inspection
by governmental authorities has been passed; and, (iii) a Certificate of Occupancy or Temporary
Certificate of Occupancy or other required equivalent approval from the local governmental
authority permitting occupancy of the applicable portion of the Premises has been obtained. On or
about such date (the “Substantial Completion Date” of the Premises), Lessee and Lessor will conduct
a walk-through inspection of the Premises and Lessor shall prepare a written Punch List specifying
those items which require completion, which items will thereafter be diligently completed by
Lessor.


6. LESSEE’S WORK.




     6.1 Lessor shall permit Lessee and its agents to enter the Premises prior to the Commencement
Date of the Lease in order that Lessee may: (i) install its voice/data cabling and infrastructure,
telephones, furniture, equipment, computers, and other similar personal property provided such
installations do not prevent or postpone Lessor from obtaining required governmental approvals;
and/or, (ii) perform any work to be performed by Lessee hereunder through its own contractors,
subject to Lessor’s prior written approval, and in a manner and upon terms and conditions and at
times satisfactory to Lessor and Lessor’s representative.



     6.2 The foregoing license to enter the Premises prior to the Commencement Date is, however,
conditioned upon Lessee’s contractors and their subcontractors and employees: (i) complying with
all pertinent Rules and Regulations for the Building and for construction, insurance requirements,
and license requirements; (ii) obtaining all pertinent permits from authorities having jurisdiction
over the Site, Building, Premises and Project prior to commencement of work; (iii) working in
harmony and without interference with the work being performed by Lessor; and, (iv) complying with
vehicular access and parking rules, regulations and guidelines as may reasonably be established and
modified prior to Substantial Completion of the Tenant Improvements. If at any time that entry
shall cause disharmony or interference with the work being performed by Lessor, this license may be
withdrawn by Lessor upon twenty-four (24) hours’ written notice to Lessee.



WORK LETTER

Page 3 of 7






 









 








     6.3 The license is further conditioned upon the compliance by Lessee’s contractors with
all requirements imposed by Lessor on third party contractors and subcontractors, including without
limitation the maintenance by Lessee and its contractors and subcontractors of Workers’
Compensation and Public Liability and Property Damage Insurance in amounts and with companies and
on forms satisfactory to Lessor, with such Certificates of Insurance being furnished to Lessor
prior to proceeding with any such entry. Lessee shall not allow the work performed by Lessee’s
agents, contractors or vendors to be subjected to any mechanic’s, materialmen’s or other liens or
encumbrances arising out of the work performed by the same. The entry shall be deemed to be under
all of the provisions of the Lease except as to the covenants to pay Rent. Lessee shall not
commence business activities within the Premises prior to Completion and securing Final Approvals
from all authorities having jurisdiction over the Site, Building, Premises and Project. Lessor
shall not be liable in any way for any injury, loss or damage which may occur to any such work
being performed by Lessee, the same being solely at Lessee’s risk. In no event shall the failure of
Lessee’s contractors to complete any work in the Premises extend the Commencement Date.



     6.4 Lessor will, consistent with its obligation to other tenants in the Building, if
appropriate and necessary, make the Freight/Construction Elevator (located at the west end of the
Building) reasonably available to Lessee in connection with construction of the Tenant
Improvements, initial decorating, furnishing and moving into the Premises. Lessee shall work
harmoniously with TIGC with regard to utilizing the Freight/Construction Elevator, and shall not
cause lifting capacity to be exceeded. Lessee agrees to pay for any after-hours staffing in
connection with “after-hours” access to the Freight/Construction Elevator, if needed, and for any
repairs caused by misuse or over-use thereof.



     6.5 Prior to commencement of Lessee’s Work, Lessee and Lessor shall conduct a walk-through of
the Premises and common areas of the Building in order to ascertain conditions of such areas.
Lessor shall prepare photographic documentation and a written “Pre-Work Condition List” citing
existing conditions that are worn or damaged. Following completion of Lessee’s Work and/or upon
Substantial Completion of the Tenant Improvements, Lessee and Lessor shall conduct a walk-through
of the completed Premises and common areas of the Building to ascertain conditions of such areas.
Lessor shall prepare photographic documentation and a written “Post-Completion Punch List” citing
existing conditions that have been damaged during completion of Lessee’s Work by Lessee’s
contractors and their subcontractors and employees. Lessor shall cause to have such areas repaired
by Lessor’s TIGC, the cost of which shall be borne by Lessee.



     6.6 Nothing in this Work Letter shall require Lessor or Lessee to use union labor. Further,
Lessee shall not cause or allow picketing by union labor and/or “force” Lessor to use union labor
for any work. All costs and expenses associated with additional labor costs to placate union labor,
loss of Lessor’s Credit Union business or community good will, preventing free access for customers
or other Building occupants, willful or not, shall be borne solely and directly by Lessee.



     6.7 Lessee shall cause its contractors and their subcontractors and employees to provide
warranties for a period or term of not less than one (1) year (or such shorter time as may be
customary and available without additional expense to Lessee) against defects in workmanship,
materials and equipment, which warranties shall run to the joint benefit of Lessee and Lessor.



     6.8 Lessee and its Lessee Representative, along with other appropriate key members of its
project team, are invited to attend weekly Construction Coordination Meetings to be conducted by
Lessor at or adjacent to the Tenant Improvements jobsite, and attended by Architect, TIGC and other
key participants. Lessor shall promptly prepare written meeting minutes documenting issues related
to installation of the Tenant Improvements and issue the same to all attendees and others, as may
be requested.




	7.	 	LESSEE CHANGES.





     7.1 In the event that Lessee requests in writing a revision in the Final Plans (“Change”),
then provided such Change is acceptable to Lessor (which approval shall not be unreasonably
withheld, conditioned, or delayed), Lessor shall promptly advise Lessee by written Change Order as
soon as is practical of the net Costs attributable to such Change(s) and/or any delay(s) such
Change(s) would cause. Lessee shall approve or disapprove such Change Order in writing within two
(2) days following its receipt from Lessor. Lessee’s approval of a Change shall be accompanied by
Lessee’s payment of the net cost attributable to such Change Order. Lessor will have the right to
decline Lessee’s request for a change to the Final Plans if such changes are inconsistent with the
provisions of this Work Letter, or if the change would unreasonably delay completion of the Tenant
Improvements, or postpone the Substantial Completion Date and/or the Commencement Date of the
Lease. It is understood that Lessor shall have no obligation to interrupt or modify the Tenant
Improvements pending Lessor’s preparation of a Change Order or Lessee’s approval of same unless
Lessee directs Lessor to discontinue work. Any delay caused by a Change shall be deemed a Lessee
Delay if and to the extent such delay will cause the Premises to be “ready for occupancy” after
Monday, May 23, 2011.



WORK LETTER

Page 4 of 7





 









 








     7.2 Notwithstanding any provision in the Lease to the contrary, if Lessee fails to comply with
any of the time periods specified in this Work Letter, fails otherwise to approve or reasonably
disapprove any submittal within the allotted days set forth herein, fails to approve in writing the
Preliminary Plans or Working Drawings or Final Plans for the Tenant Improvements by their
respective approval dates provided herein, requests any Changes, fails to make timely payment of
any sum due hereunder, furnishes inaccurate or erroneous specifications or other information, or
otherwise delays (e.g., beyond any time period specified in this Work Letter) in any manner
completion of Tenant Improvement construction (including without limitation by specifying materials
that are not readily available) or the issuance of an occupancy certificate (any of the foregoing
being referred to in this Lease as “Lessee Delay”), then Lessee shall bear any resulting additional
construction cost or other expenses attributable to such lessee delays, and the Commencement Date
shall be deemed to have occurred for all purposes, including Lessee’s obligation to pay Rent, as of
the date Lessor reasonably determines that it would have been able to deliver the Premises to
Lessee but for the collective Lessee Delays; provided, however, that notwithstanding any Lessee
Delay, in no event shall the Commencement Date be earlier than Monday, May 23, 2011. If Lessor
contends that a Lessee Delay has occurred, Lessor shall deliver written notice to Lessee (the
“Delay Notice”) specifying (i) the event which constitutes such Lessee Delay, and (ii) the date
upon which such Lessee Delay is anticipated to end. If such actions, inaction or circumstance
described in the Delay Notice are not cured by Lessee within one (1) business day of Lessee’s
receipt of the Delay Notice and if such action, inaction or circumstance otherwise qualifies as a
Lessee Delay, then a Lessee Delay shall be deemed to have occurred commencing as of the date of
Lessee’s receipt of the Delay Notice and ending as of the date such delay ends. Should Lessor
determine that the Commencement Date should be advanced in accordance with the foregoing, it shall
so notify Lessee in writing within five (5) business days of the Lessee Delay. Lessor’s
determination shall be conclusive unless Lessee notifies Lessor in writing, within five (5)
business days thereafter, of Lessee’s election to contest same by binding arbitration with the
American Arbitration Association under its Arbitration Rules for the Real Estate Industry, and
judgment on the arbitration award may be entered in any court having jurisdiction thereof. Pending
the outcome of such arbitration proceedings, Lessee shall make timely payment of all rent due under
this Lease based upon the Commencement Date set forth in the aforesaid notice from Lessor.


8. DELAYS.




     8.1 For purposes of this Work Letter, “Lessee Delays” means any delay in completion of the
Tenant Improvements resulting from any or all of the following: (i) Lessee’s failure to timely
perform any of its obligations pursuant to this Work Letter, including any failure to complete, on
or before the due date therefor, any action item which is Lessee’s responsibility pursuant to the
Work Schedule delivered by Lessor to Lessee pursuant to this Work Letter; (ii) Lessee’s changes to
Preliminary Plans, Working Drawings or Final Plans after Lessor’s approval thereof; (iii) Lessee’s
request for materials, finishes, or installations which are not readily available or which are
incompatible with the Standards; (iv) any delay of Lessee in making Lessee’s Excess Cost payment(s)
to Lessor for change orders; and, (v) any other act or failure to act by Lessee, Lessee’s
employees, agents, architects, independent contractors, consultants and/or any other person
performing or required to perform services on behalf of Lessee.


9. COST OF TENANT IMPROVEMENTS.




     9.1 Lessor hereby agrees to fund the entire cost of constructing the Tenant Improvements as
shown in the “Second Floor Pricing Plan” #PP-1; dated Aug 30, 2010; approved (by LoopNet) Nov 19,
2010 and “Second Floor Referenced Notes” #PP-2; (dated and approved with above) prepared by
Scarborough Design Associates “the Architect”. The net cost attributable to tenant-requested and
approved changes made to the pricing plan referenced above will be borne by Lessee.


10. LESSOR’S OBLIGATIONS.



Lessor shall, at its sole cost and expensedo the following:




     10.1 As of the Commencement Date, Lessor shall remove (or cause the removal of) all
previously-installed and abandoned computer network cabling/wiring in the Premises. On the date the
Premises are deemed ready for occupancy, Lessor shall deliver the Premises to Lessee in broom clean
condition.



     10.2 On the Commencement Date, Lessor shall ensure that all Building systems serving the
Premises are operational and in good condition and repair.



     10.3 Lessor shall not unreasonably withhold, condition, or delay any approval required or
requested under this Work Letter, so long as otherwise consistent with the Lease. If Lessor
disapproves any matter, document, plan or action, it shall state with reasonable particularity the
basis for its disapproval and what actions/modifications are necessary to obtain Lessor’s approval.



WORK LETTER

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     10.4 Lessor shall not remove or modify the improvements in the Premises existing as of the
date of this Lease, other than previously-installed and existing samples, appliances, trade
fixtures and other cosmetic alterations. Prior to the date Lessor delivers possession of the
Premises to Lessee, all risk of casualty, loss and damage (other than to Lessee’s property, if any,
in the Premises) shall remain with Lessor and shall be subject to the attendant Lease except that
during such time Lessor shall be responsible for insuring the Tenant Improvements.



     10.5 Notwithstanding anything contained herein to the contrary, Lessee shall have twelve (12)
months from Substantial Completion of Tenant Improvements in which to discover and notify Lessor in
writing of any latent defects in Tenant Improvement construction. Lessor shall be responsible for
the correction of any latent defects in Tenant Improvements with respect to which it received
timely notice from Lessee.



WORK LETTER

Page 6 of 7




 









 








11. PRELIMINARY WORK SCHEDULE





	 	 	The following summarization recapitulates stipulated sequencing and time allocations for
the aforementioned actions in connection with this Work Letter:





	 	 	 	 	 	 	 	 	 
	RESPONSIBILITY	 	 	 	ACTION	 	DAYS
	 
	 

	 	Lessor
	 	Deliver Work Schedule to Lessee; within three (3) days of lease
execution (if not done before)
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Default) Approval of Work Schedule
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	Deliver Preliminary Plans to Lessee
	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Signed) Approval of Preliminary Plan
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	Lessor

	 	 	 	(Default) Approval of Preliminary Plans approved by Lessee
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	Deliver Preliminary Work Cost Estimate to Lessee
	 	 	10	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Signed) Approval of Preliminary Work Cost Estimate
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	(Default) Approval of Preliminary Work Cost Estimate approved by Lessee 

Subsequent to Lease Approval.
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	Deliver Working Drawings to Lessee
	 	 	20	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Signed) Approval of Working Drawings
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	(Signed) Approval of Working Drawings approved by Lessee
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	Submit Final Plans for Plan Check and Construction Cost Quotation	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	[ various ]	 	Plan Check by Governmental Agencies, etc.	 	 	30	 
	 

	 	 	 	(estimated; following submittal of Final Plans)
	 	(est.)

	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	Deliver Final Work Cost Statement & Completion Schedule to Lessee

(actual; following submittal of Final Plans)
	 	 	15	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Signed) Approval of Final Work Cost Statement and Completion Schedule
	 	 	5	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Lessor
	 	(Signed) Approval of Final Work Cost Statement and Completion Schedule
approved by Lessee
	 	 	3	 
	 
	 	 	 	 	 	 	 	 
	Lessee

	 	 	 	(Following Lessee’s approval of
Final Work Cost Statement & Completion Schedule)
Payment by Lessee of Lessee’s Excess Costs to Lessor
	 	 	5	 






WORK LETTER

Page 7 of 7





 











 









	2ND FLOOR — SQUARE FOOTAGE CALCULATIONS (BOMA STANDARD)
FLOOR REN4TAeLE AFA 34,430 SQ. FT.
COMMON AREAS (PRC-ATA) 4,160 SO. FT.
FLCC ENTA&E AREA 3S,ø SQ. FT.
a-N
1600-A South Grove Avenue
Scarbrough Design Ontario, California 91761
Associates Inc. Phone: (909)773-0411
Fax: (90g) 773-0410
AMERICA’S CHRISTIAN CREDIT U N ION (OWN ER) 2100 EAST ROUTE 66
GLENDORA, CALIFORNIA 91740