exv10w19



 







EXHIBIT
10.19



12/01/92 SOG(BY)




LEASE




SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP,

an Arizona limited partnership




Landlord




AZTAR CORPORATION 

a Delaware corporation




Tenant















 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	ARTICLE	 	PAGE
	 
	1.	 	USE AND RESTRICTIONS ON USE
	 	 	1	 
	2.

	 	TERM
	 	 	1	 
	3.

	 	RENT
	 	 	2	 
	4.

	 	RENT ADJUSTMENT
	 	 	2	 
	5.

	 	SECURITY DEPOSIT
	 	 	4	 
	6.

	 	ALTERATIONS
	 	 	4	 
	7.

	 	REPAIR
	 	 	5	 
	8.

	 	LIENS
	 	 	5	 
	9.

	 	ASSIGNMENT AND SUBLETTING
	 	 	5	 
	10.

	 	INDEMNIFICATION
	 	 	7	 
	11.

	 	INSURANCE
	 	 	7	 
	12.

	 	WAIVER OF SUBROGATION
	 	 	8	 
	13.

	 	SERVICES AND UTILITIES
	 	 	8	 
	14.

	 	HOLDING OVER
	 	 	9	 
	15.

	 	SUBORDINATION
	 	 	9	 
	16.

	 	RULES AND REGULATIONS
	 	 	9	 
	17.

	 	REENTRY BY LANDLORD
	 	 	9	 
	18.

	 	DEFAULT
	 	 	10	 
	19.

	 	REMEDIES
	 	 	10	 
	20.

	 	TENANT’S BANKRUPTCY OR INSOLVENCY
	 	 	13	 
	21.

	 	QUIET ENJOYMENT
	 	 	13	 
	22.

	 	DAMAGE BY FIRE, ETC.
	 	 	13	 
	23.

	 	EMINENT DOMAIN
	 	 	14	 
	24.

	 	SALE BY LANDLORD
	 	 	15	 
	25.

	 	ESTOPPEL CERTIFICATES
	 	 	15	 
	26.

	 	SURRENDER OF PREMISES
	 	 	15	 
	27.

	 	NOTICES
	 	 	16	 
	28.

	 	TAXES PAYABLE BY TENANT
	 	 	16	 
	29.

	 	RELOCATION OF TENANT
	 	 	16	 
	30.

	 	DEFINED TERMS AND HEADINGS
	 	 	16	 
	31.

	 	TENANT’S AUTHORITY
	 	 	17	 
	32.

	 	COMMISSIONS
	 	 	17	 
	33.

	 	TIME AND APPLICABLE LAW
	 	 	17	 
	34.

	 	SUCCESSORS AND ASSIGNS
	 	 	17	 
	35.

	 	ENTIRE AGREEMENT
	 	 	17	 
	36.

	 	EXAMINATION NOT OPTION
	 	 	17	 
	37.

	 	RECORDATION
	 	 	17	 
	38.

	 	LIMITATION OF LANDLORD’S LIABILITY
	 	 	17	 
	39.

	 	RENTAL SCHEDULE
	 	 	17	 
	40.

	 	PARKING
	 	 	18	 
	 
	 	 	 	 	 	 
	 

	 	EXHIBIT A — PREMISES	 	 	 	 
	 

	 	EXHIBIT B — INITIAL ALTERATIONS	 	 	 	 
	 

	 	EXHIBIT C — RULES AND REGULATIONS	 	 	 	 

















 





REFERENCE PAGE




Lease # 11




	 	 	 	 	 
	 
	 	 	 	 
	BUILDING:

	 	BILTMORE FINANCIAL CENTER I

	 
	 	 	 	 
	LANDLORD:

	 	SFERS Real Estate Corp., S Limited Partnership,

an Arizona limited partnership

	 
	 	 	 	 
	LANDLORD’S ADDRESS:

	 	2201 East
Camelback Road, Suite 230B

Phoenix, AZ 85016

	 
	 	 	 	 
	LEASE REFERENCE DATE:

	 	August 25, 1997

	 
	 	 	 	 
	TENANT:

	 	Aztar Corporation,

a Delaware corporation

	 
	 	 	 	 
	TENANTS ADDRESS:

	 	2390 East Camelback Road, Suite 400

Phoenix, AZ 85016

	 
	 	 	 	 
	PREMISES IDENTIFICATION:

	 	2390 East Camelback Road, Suite 400

Phoenix, AZ 85016

(for outline of Premises see Exhibit A)

	 
	 	 	 	 
	PREMISES RENTABLE AREA:

	 	approximately 13,058 sq. ft.

	 
	 	 	 	 
	USE:

	 	General Office

	 
	 	 	 	 
	SCHEDULED COMMENCEMENT DATE:

	 	February 15, 1998

	 
	 	 	 	 
	TERMINATION DATE:

	 	February 14, 2001

	 
	 	 	 	 
	TERM OF LEASE:

	 	3 years, 0 months and 0 days beginning on the Commencement
Date and ending on the Termination Date (unless sooner
terminated pursuant to the Lease)

	 
	 	 	 	 
	INITIAL ANNUAL RENT (Article 3):

	 	$303,598.56

	 
	 	 	 	 
	INITIAL MONTHLY INSTALLMENT OF ANNUAL RENT (Article 3):

	 	$25,299.88

	 
	 	 	 	 
	BASE YEAR (DIRECT EXPENSES):

	 	1998	 
	 
	 	 	 	 
	BASE YEAR (TAXES):

	 	1998	 
	 
	 	 	 	 
	TENANT’S PROPORTIONATE SHARE:

	 	6.37%, consisting of the ratio that the rentable area of
the Premises bears to the rentable area of the Building
which is currently 204,920 sf.

	 
	 	 	 	 
	SECURITY DEPOSIT:

	 	$0

	 
	 	 	 	 
	ASSIGNMENT/ SUBLETTING FEE:

	 	$500	 	 
	 
	 	 	 	 
	REAL ESTATE BROKER DUE COMMISSION:

	 	RREEF Management Company






The Reference Page information is incorporated into and made a party of the
Lease. In the event of any conflict between any Reference Page information and
the Lease, the Lease shall control. This Lease includes Exhibits A through C,
all of which are made a part of this Lease.




	 	 	 	 	 	 	 	 	 
	LANDLORD:	 	 	 	TENANT:
	SFERS REAL ESTATE
CORP., S LIMITED	 	 	 	Aztar Corporation,
	PARTNERSHIP,	 	 	 	a Delaware
corporation
	an Arizona limited
partnership	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	RREEF MANAGEMENT COMPANY,

a California corporation	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Rosemary Orsi
	 	 	 	By:
	 	/s/ Ned Armstrong
	 

	 	 
	 	 	 	 	 	 
	 

	 	Rosemary Orsi
	 	 	 	 	 	Ned Armstrong
	Title:

	 	Vice President/District Manager
	 	 	 	Title:
	 	Vice President, Administration
	Date:

	 	11/11/97
	 	 	 	Date:
	 	11/10/97
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Steven N. Backer	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Steven N. Backer	 	 	 	 	 	 
	Title:

	 	Senior Vice President/Director
of Properties	 	 	 	 	 	 
	Date:

	 	11/14/97	 	 	 	 	 	 






 








 







LEASE




     By this Lease Landlord leases to Tenant and Tenant leases from Landlord the Premises in
the Building as set forth and described on the Reference Page. The Reference Page, including
all terms defined thereon, is incorporated as part of this Lease.



1. USE AND RESTRICTIONS ON USE.




     1.1 The Premises are be used solely for general office purposes. Tenant shall not do
or permit anything to be done in or about the Premises which will in any way obstruct or
interfere with the rights of other tenants or occupants of the Building or injure,
annoy, or disturb them or allow the Premises to be used for any improper, immoral, unlawful, or
objectionable purpose. Tenant shall not do, permit or suffer in, on or about the Premises the sale of
any alcoholic liquor without the written consent of Landlord first obtained, or the
commission of any waste. Tenant shall comply with all governmental laws, ordinances and regulations
applicable to the use of the Premises and its occupancy and shall promptly comply with all
governmental orders and directions for the correction, prevention and abatement of any violations in
or upon, or in connection with, the Premises, all at Tenant’s sole expense. Tenant acknowledges
that the Building and the Premises are subject to Declaration of Covenants, Conditions,
Restrictions, Assessments, Changes, Lien, Reservation and Easement recorded in the Office of the
Maricopa County Recorder at Document No. 87-465067, together with any amendments thereto
(“CC&R”). Tenant shall not do or permit anything to be done on or about the Premises or
bring or keep anything into the Premises which will in any way increase the rate of,
invalidate or prevent the procuring of any insurance protecting against loss or damage to the Building
or any of its contents by fire or other casualty or against liability for damage to property or
injury to persons in or about the Building or any part thereof.



     1.2 Tenant shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees to at any time handle, use, manufacture,
store or dispose of in or about the Premises or the Building any (collectively “Hazardous
Materials”) flammables, explosives, radioactive materials, hazardous wastes or materials, toxic
wastes or materials, or other similar substances, petroleum products or derivatives or any
substance subject to regulation by or under any federal, state and local laws and ordinances relating to
the protection of the environment or the keeping, use or disposition of environmentally
hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any of such laws or ordinances
(collectively “Environmental Laws”), nor shall Tenant suffer or permit any Hazardous
Materials to be used in any manner not fully in compliance with all Environmental Laws in the
Premises or the Building and appurtenant land or allow the environment to become contaminated with
any Hazardous Materials. Notwithstanding the foregoing, and subject to Landlord’s prior
consent, Tenant may handle, store, use or dispose of products containing small quantities of
Hazardous Materials (such as aerosol cans containing insecticides, toner for copiers, paints, paint
remover and the like) to the extent customary and necessary for the use of the Premises for
general office purposes; provided that Tenant shall always handle, store, use and dispose of any such
Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials
to contaminate the Premises, Building and appurtenant land or the environment. Tenant shall
protect, defend, indemnify and hold each and all of the Landlord Entities (as defined in
Article 30) harmless from and against any and all loss, claims, liability or costs (including
court costs and attorney’s fees) incurred by reason of any actual or asserted failure of Tenant to
fully comply with all applicable Environmental Laws, or the presence, handling, use or
disposition in or from the Premises of any Hazardous Materials (even though permissible under all
applicable Environmental Laws or the provisions of this Lease), or by reason of any
actual or asserted failure of Tenant to keep, observe, or perform any provision of this Section
1.2.



2. TERM.




     2.1 The Term of this Lease shall begin on the date (“Commencement Date”) which
shall be the later of the Scheduled Commencement Date as shown on the Reference Page and
the date that Landlord shall tender possession of the Premises to Tenant. Landlord shall
tender possession of the Premises with all the work, if any, to be performed by Landlord
pursuant to Exhibit B to this Lease substantially completed. Tenant shall deliver a punch list of
items not completed within 30 days after Landlord tenders possession of the Premises and Landlord
agrees to proceed with due diligence to perform its obligations regarding such items. Landlord
and Tenant shall execute a memorandum setting forth the actual Commencement Date and
Termination Date, if different from the dates set forth on the Reference Page.



     2.2 Tenant agrees that in the event of the inability of Landlord to deliver possession
of the Premises on the Scheduled Commencement Date, Landlord shall not be liable for any




1









 




damage resulting from such inability, but Tenant shall not be liable for any rent
until the time when Landlord can, after notice to Tenant, deliver possession of
the Premises to Tenant. No such failure to give possession on the Scheduled Commencement
Date shall affect the other obligations of Tenant under this Lease, except that if
Landlord is unable to deliver possession of the Premises within one hundred twenty (120)
days of the Scheduled Commencement Date (other than as a result of strikes, shortages of
materials or similar matters beyond the reasonable control of Landlord and Tenant is
notified by Landlord in writing as to such delay), Tenant shall have the option to
terminate this Lease unless said delay is as a result of: (a) Tenant’s failure to agree
to plans and specifications; (b) Tenant’s request for materials, finishes or
installations other than Landlord’s standard except those, if any, that Landlord shall
have expressly agreed to furnish without extension of time agreed by Landlord; (c)
Tenant’s change in any plans or specifications; or (d) performance or completion by a
party employed by Tenant. If any delay is the result of any of the foregoing, the
Commencement Date and the payment of rent under this Lease shall be accelerated by the
number of days of such delay.




     2.3 In the event Landlord shall permit Tenant to occupy the Premises
prior to the Commencement Date, such occupancy shall be subject to all the
provisions of this Lease. Said early possession shall not advance the
Termination Date.



3. RENT.




     3.1 Tenant agrees to pay to Landlord the Annual Rent in effect from time
to time by paying the Monthly Installment of Rent then in effect on or before
the first day of each full calendar month during the Term. The Monthly
Installment of Rent in effect at any time shall be one-twelfth of the Annual
Rent in effect at such time. Rent for any period during the Term which is less
than a full month shall be a prorated portion of the Monthly Installment of
Rent based upon a thirty (30) day month. Said rent shall be paid to Landlord,
without deduction or offset and without notice or demand, at the Landlord’s
address, as set forth on the Reference Page, or to such other person or at such
other place as Landlord may from time to time designate in writing.



     SEE “ARTICLE 39”



     If the Commencement Date occurs on a date other than the Scheduled
Commencement Date set forth on the Reference Page, all of the dates in the
foregoing table shall be adjusted accordingly.



     3.3 Tenant recognizes that late payment of any rent or other sum due under
this Lease will result in administrative expense to Landlord, the extent of
which additional expense is extremely difficult and economically impractical to
ascertain. Tenant therefore agrees that if rent or any other sum is not paid
when due and payable pursuant to this Lease, a late charge shall be imposed in
an amount equal to the greater of: (a) Fifty Dollars ($50.00), or (b) a sum
equal to five percent (5%) per month of the unpaid rent or other payment. The
amount of the late charge to be paid by Tenant shall be reassessed and added to
Tenant’s obligation for each successive monthly period until paid. The
provisions of this Section 3.3 in no way relieve Tenant of the obligation to
pay rent or other payments on or before the date on which they are due, nor do
the terms of this Section 3.3 in any way affect Landlord’s remedies pursuant to
Article 19 of this Lease in the event said rent or other payment is unpaid
after date due.



4. RENT ADJUSTMENTS.




     4.1 For the purpose of this Article 4, the following terms are defined as
follows:





2









 








          4.1.1 Lease Year: Each calendar year falling partly or wholly within the Term.




          4.1.2 Direct Expenses: All direct costs of operation, maintenance, repair and
management of the Building (including the amount of any credits which Landlord may grant to
particular tenants of the Building in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2. for similar tenants), as determined in
accordance with generally accepted accounting principles, including the following costs by way of
illustration, but not limitation: water and sewer charges; insurance charges of or relating
to all insurance policies and endorsements deemed by Landlord to be reasonably necessary or
desirable and relating in any manner to the protection, preservation, or operation of the Building or
any part thereof; association fees and charges assessed Landlord pursuant to the CC&R; utility
costs, including, but not limited to, the cost of heat, light, power, steam, gas, and waste
disposal; the cost of janitorial services; the cost of security and alarm services; window cleaning costs;
labor costs; costs and expenses of managing the Building including management fees; air
conditioning maintenance costs; elevator maintenance fees and supplies; material costs; equipment costs
including the cost of maintenance, repair and service agreements and rental and leasing
costs; purchase costs of equipment other than capital items; current rental and leasing costs of
items which would be amortizable capital items if purchased; tool costs; licenses, permits and
inspection fees; wages and salaries; employee benefits and payroll taxes; accounting and
legal fees; any sales, use or service taxes incurred in connection therewith. Direct Expenses shall
not include depreciation or amortization of the Building or equipment in the Building except as
provided herein, loan principal payments, costs of alterations of tenants’ premises, leasing
commissions, interest expenses on long-term borrowings, advertising costs or management
salaries for executive personnel other than personnel located at the Building. In addition,
Landlord shall be entitled to amortize and include as an additional rental adjustment: (i) an
allocable portion of the cost of capital improvement items which are reasonably calculated to
reduce operating expenses; (ii) fire sprinklers and suppression systems and other life safety
systems; and (iii) other capital expenses which are required under any governmental laws,
regulations or ordinances which were not applicable to the Building at the time it was
constructed. All such costs shall be amortized over the reasonable life of such improvements
in accordance with such reasonable life and amortization schedules as shall be determined by
Landlord in accordance with generally accepted accounting principles, with interest on the
unamortized amount at one percent (1%) in excess of the prime lending rate announced from
time to time as such by The Northern Trust Company of Chicago, Illinois.




          4.1.3 Taxes: Real estate taxes and any other taxes, charges and assessments
which are levied with respect to the Building or the land appurtenant to the Building, or
with respect to any improvements, fixtures and equipment or other property of Landlord, real or
personal, located in the Building and used in connection with the operation of the Building
and said land, any payments to any ground lessor in reimbursement of tax payments made by such
lessor; and all fees, expenses and costs incurred by Landlord in investigating, protesting,
contesting or in any way seeking to reduce or avoid increase in any assessments, levies or
the tax rate pertaining to any Taxes to be paid by Landlord in any Lease Year. Taxes shall not
include any corporate franchise, or estate, inheritance of net income tax, or tax imposed
upon any transfer by Landlord of its interest in this Lease or the Building.




     4.2 If in any Lease Year (i) Direct Expenses paid or incurred shall exceed Direct
Expenses paid or incurred in the Base Year (Direct Expenses) and/or (ii) Taxes paid or
incurred by Landlord in any Lease Year shall exceed the amount of such Taxes which became due and
payable in the Base Year (Taxes), Tenant shall pay as additional rent for such Lease Year
Tenant’s Proportionate Share of such excess.



     4.3 The annual determination of Direct Expenses shall be made by Landlord and if
certified by a nationally recognized firm of public accountants selected by Landlord shall be
binding upon Landlord and Tenant. Tenant may review the books and records supporting such
determination in the office of Landlord, or Landlord’s agent, during normal business hours,
upon giving Landlord five (5) days advance written notice within sixty (60) days after receipt
of such determination, but in no event more often that once in any one year period. In the event
that during all or any portion of any Lease Year, the Building is not fully rented and occupied
Landlord may make any appropriate adjustment in occupancy-related Direct Expenses for such
year for the purpose of avoiding distortion of the amount of such Direct Expenses to be
attributed to Tenant by reason of variation in total occupancy of the Building, by employing
sound accounting and management principles to determine Direct Expenses that would have been
paid or incurred by Landlord had the Building been fully rented and occupied, and the amount
so determined shall be deemed to have been Direct Expenses for such Lease Year.



     4.4 Prior to the actual determination thereof for a Lease Year, Landlord may from
time to time estimate Tenant’s liability for Direct Expenses and/or Taxes under Section 4.2,




3









 




Article 6 and Article 28 for the Lease Year or portion thereof. Landlord will give Tenant written
notification of the amount of such estimate and the Tenant agrees that it will pay, by increase of
its Monthly Installments of Rent due in such Lease Year, additional rent in the amount of such
estimate. Any such increased rate of Monthly Installments of Rent pursuant to this Section 4.4
shall remain in effect until further written notification to Tenant pursuant hereto.




     4.5 When the above mentioned actual determination of Tenant’s liability for Direct
Expenses and/or Taxes is made for any Lease Year and when Tenant is so notified in writing, then:



          4.5.1 If the total additional rent Tenant actually paid pursuant to Section 4.3 on
account of Direct Expenses and/or Taxes for the Lease Year is less than Tenant’s liability
for Direct Expenses and/or Taxes, then Tenant shall pay such deficiency to Landlord as
additional rent in one lump sum within thirty (30) days of receipt of Landlord’s bill therefor; and




          4.5.2 If the total additional rent Tenant actually paid pursuant to Section 4.3 on account of Direct Expenses and/or Taxes for the Lease Year is more than Tenant’s liability
for Direct Expenses and/or Taxes, then Landlord shall credit the difference against the then
next due payments to be made by Tenant under this Article 4. Tenant shall not be entitled to a credit
by reason of actual Direct Expenses and/or Taxes in any Lease Year being less than Direct Expenses and/or Taxes in the Base Year (Direct Expenses and/or Taxes).




     4.6 If the Commencement Date is other than January 1 or if the Termination Date is
other than December 31, Tenant’s liability for Direct Expenses and Taxes for the Lease Year
in which said Date occurs shall be prorated based upon a three hundred sixty-five (365) day year.



5. SECURITY DEPOSIT.



6. ALTERATIONS.




     6.1 Except for those, if any, specifically provided for in Exhibit B to this Lease,
Tenant shall not make or suffer to be made any alterations, additions, or improvements,
including, but not limited to, the attachment of any fixtures or equipment in, on, or to the
Premises or any part thereof or the making of any improvements as required by Article 7,
without the prior written consent of Landlord. When applying for such consent, Tenant shall,
if requested by Landlord, furnish complete plans and specifications for such alterations,
additions and improvements.



     6.2 In the event Landlord consents to the making of any such alteration, addition, or
improvement by Tenant, the same shall be made using Landlord’s contractor (unless Landlord
agrees otherwise) at Tenant’s sole cost and expense. If Tenant shall employ any Contractor
other than Landlord’s Contractor and such other Contractor or any Subcontractor of such other
Contractor shall employ any non-union labor or supplier, Tenant shall be responsible for and
hold Landlord harmless from any and all delays, damages and extra costs suffered by Landlord
as a result of any dispute with any labor unions concerning the wage, hours, terms or conditions
of the employment of such labor. In any event Landlord may charge Tenant a reasonable charge
to cover its overhead as it relates to such proposed work.




4









 





     6.3 All alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations and Tenant shall, prior
to construction, provide the additional insurance required under Article 11 in such case, and also
all such assurances to Landlord, including but not limited to, waivers of lien, surety company
performance bonds and personal guaranties of individuals of substance as Landlord shall require to
assure payment of the costs thereof and protect Landlord and the Building and appurtenant land
against any loss from any mechanic’s materialmen’s or other liens. Tenant shall pay in addition to
any sums due pursuant to Article 4, any increase in real estate taxes attributable to any such
alteration, addition or improvement for so long, during the Term, as such increase is
ascertainable; at Landlord’s election said sums shall be paid in the same way as sums due under
Article 4.



     6.4 All alterations, additions, and improvements in, on, or to the Premises made or installed
by Tenant, including carpeting, shall be and remain the property of Tenant during the Term but,
excepting furniture, furnishings, moveable partitions of less than full height from floor to
ceiling and other trade fixtures, shall become a part of the realty and belong to Landlord without
compensation to Tenant upon the expiration or sooner termination of the Term, at which time title
shall pass to Landlord under this Lease as by a bill of sale, unless Landlord elects otherwise.
Upon such election by Landlord, Tenant shall upon demand by Landlord, at Tenant’s sole cost and
expense, forthwith and with all due diligence remove any such alterations, additions or
improvements which are designated by Landlord to be removed, and Tenant shall forthwith and with
all due diligence, at its sole cost and expense, repair and restore the Premises to their original
condition, reasonable wear and tear and damage by fire or other casualty excepted.



7. REPAIR.




     7.1 Landlord shall have no obligation to alter, remodel, improve, repair, decorate or
paint the Premises, except as specified in Exhibit B if attached to this Lease and except that
Landlord shall repair and maintain the structural portions of the Building, including the basic
plumbing, air conditioning, heating and electrical systems installed or furnished by Landlord.
By taking possession of the Premises, Tenant accepts them as being in good order, condition and
repair and in the condition in which Landlord is obligated to deliver them. It is hereby
understood and agreed that no representations respecting the condition of the Premises or the
Building have been made by Landlord to Tenant, except as specifically set forth in this Lease.



     7.2 Tenant shall, at all times during the Term, keep the Premises in good condition
and repair excepting damage by fire, or other casualty, and in compliance with all applicable
governmental laws, ordinances and regulations, promptly complying with all governmental
orders and directives for the correction, prevention and abatement of any violations or nuisances
in or upon, or connected with, the Premises, all at Tenant’s sole expense.



     7.3 Except as provided in Article 22, there shall be no abatement of rent and no
liability of Landlord by reason of any injury to or interference with Tenant’s business arising
from the making of any repairs, alterations or improvements in or to any portion of the Building
or the Premises or to fixtures, appurtenances and equipment in the Building. Except to the
extent, if any, prohibited by law, Tenant waives the right to make repairs at Landlord’s expense
under any law, statute or ordinance now or hereafter in effect.



8. LIENS.



Tenant shall keep the Premises, the Building and appurtenant land and Tenant’s leasehold interest
in the Premises free from any liens arising out of any services, work or materials performed,
furnished, or contracted for by Tenant, or obligations incurred by Tenant. In the event that
Tenant shall not, within ten (10) days following the imposition of any such lien, either cause the
same to be released of record or provide Landlord with insurance against the same issued by a
major title insurance company or such other protection against the same as Landlord shall accept,
Landlord shall have the right to cause the same to be released by such means as it shall deem
proper, including payment of the claim giving rise to such lien. All such sums paid by Landlord
and all expenses incurred by it in connection therewith shall be considered additional rent and
shall be payable to it by Tenant on demand.




9. ASSIGNMENTS AND SUBLETTING.




     9.1 Tenant shall not have the right to assign or pledge this Lease or to sublet the whole or
any part of the Premises whether voluntarily or by operation of law, or permit the use or
occupancy of the Premises by anyone other than Tenant, and shall not make, suffer or permit such
assignment, subleasing or occupancy without the prior written consent of Landlord, and




5









 




said restrictions shall be binding upon any and all assignees of the Lease and subtenants of
the Premises. In the event Tenant desires to sublet, or permit such occupancy of, the Premises,
or any portion thereof, or assign this Lease, Tenant shall give written notice thereof to Landlord
at least ninety (90) days but no more than one hundred eighty (180) days prior to the proposed
commencement date of such subletting or assignment, which notice shall set forth the name of the
proposed subtenant or assignee, the relevant terms of any sublease or assignment and copies of
financial reports and other relevant financial information of the proposed subtenant or assignee.




     9.2 Notwithstanding any assignment or subletting, permitted or otherwise, Tenant
shall at all times remain directly, primarily and fully responsible and liable for the payment of
the rent specified in this Lease and for compliance with all of its other obligations under the
terms, provisions and covenants of this Lease. Upon the occurrence of an Event of Default, if
the Premises or any part of them are then assigned or sublet, Landlord, in addition to any other
remedies provided in this Lease or provided by law, may, at its option, collect directly from
such assignee or subtenant all rents due and becoming due to Tenant under such assignment or
sublease and apply such rent against any sums due to Landlord from Tenant under this Lease,
and no such collection shall be construed to constitute a novation or release of Tenant from the
further performance of Tenant’s obligations under this Lease.



     9.3 In addition to Landlord’s right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed subletting or
assignment, to terminate this Lease, or in the case of a proposed subletting of less than the entire
Premises, to recapture the portion of the Premises to be sublet, as of the date the subletting or
assignment is to be effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice within sixty (60) days following Landlord’s receipt of Tenant’s written notice as
required above. If this Lease shall be terminated with respect to the entire Premises pursuant
to this Section, the Term of this Lease shall end on the date stated in Tenant’s notice as the
effective date of the sublease or assignment as if that date had been originally fixed in this Lease
for the expiration of the Term. If Landlord recaptures under this Section only a portion of the
Premises, the rent to be paid from time to time during the unexpired Term shall abate
proportionately based on the proportion by which the approximate square footage of the
remaining portion of the Premises shall be less than that of the Premises as of the date
immediately prior to such recapture. Tenant shall, at Tenant’s own cost and expense, discharge
in full any outstanding commission obligation on the part of Landlord with respect to this Lease,
and any commissions which may be due and owing as a result of any proposed assignment or
subletting, whether or not the Premises are recaptured pursuant to this Section 9.3 and rented
by Landlord to the proposed tenant or any other tenant.



     9.4 In the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant shall
pay to Landlord as additional rent an amount equal to one hundred percent (100%) of any
Increased Rent (as defined below) when and as such Increased Rent is received by Tenant. As
used in this Section, “Increased Rent” shall mean the excess of (i) all rent and other
consideration which Tenant is entitled to receive by reason of any sale, sublease, assignment or
other transfer of this Lease, over (ii) the rent otherwise payable by Tenant under this Lease at
such time. For purposes of the foregoing, any consideration received by Tenant in form other
than cash shall be valued at its fair market value as determined by Landlord in good faith.



     9.5 Notwithstanding any other provision hereof, Tenant shall have no right to make
(and Landlord shall have the absolute right to refuse consent to) any assignment of this Lease
or sublease of any portion of the Premises if at the time of either Tenant’s notice of the proposed
assignment or sublease or the proposed commencement date thereof, there shall exist any
uncured default of Tenant or matter which will become a default of Tenant with passage of time
unless cured, or if the proposed assignee or sublessee is an entity: (a) with which Landlord is
already in negotiation as evidenced by the issuance of a written proposal; (b) is already an
occupant of the Building unless Landlord is unable to provide the amount of space required by
such occupant; (c) is a governmental agency; (d) is incompatible with the character of occupancy
of the Building; or (e) would subject to the Premises to a use which would: (i) involve
increased personnel or wear upon the Building; (ii) violate any exclusive right granted to another
tenant of the Building; (iii) require any addition to or modification of the Premises or the
Building in order to comply with building code or other governmental requirements; or (iv) involve a
violation of Section 1.2. Tenant expressly agrees that Landlord shall have the absolute
right to refuse consent to any such assignment or sublease and that for the purposes of any
statutory or other requirement of reasonableness on the part of Landlord such refusal shall be
reasonable.



     9.6 Upon any request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s costs,
including attorney’s fees, incurred in investigating and considering any proposed or purported
assignment





6









 




or pledge of this Lease or sublease of any of the Premises, regardless of whether Landlord shall
consent to, refuse consent, or determine that Landlord’s consent is not required for, such
assignment, pledge or sublease. Any purported sale, assignment, mortgage, transfer of this
Lease or subletting which does not comply with the provisions of this Article 9 shall be void.




     9.7 If Tenant is a corporation, partnership or trust, any transfer or transfers of or change
or changes within any twelve month period in the number of the outstanding voting shares of the
corporation, the general partnership interests in the partnership or the identity of the persons
or entities controlling the activities of such partnership or trust resulting in the persons or
entities owning or controlling a majority of such shares, partnership interests or activities of
such partnership or trust at the beginning of such period no longer having such ownership or
control shall be regarded as equivalent to an assignment of this Lease to the persons or entities
acquiring such ownership or control and shall be subject to all the provisions of this Article 9
to the same extent and for all intents and purposes as though such were an assignment.



10. INDEMNIFICATION.



None of the Landlord Entities shall be liable and Tenant hereby waives all claims against them for
any damage to any property or any injury to any person in or about the Premises or the Building by
or from any cause whatsoever (including without limiting the foregoing, rain or water leakage of
any character from the roof, windows, walls, basement, pipes, plumbing works or appliances, the
Building not being in good condition or repair, gas, fire, oil, electricity or theft), except to
the extent caused by or arising from the gross negligence or willful misconduct of Landlord or its
agents, employees or contractors. Tenant shall protect, indemnify and holder the Landlord Entities
harmless from and against any and all loss, claims, liability or costs (including court costs and
attorney’s fees) incurred by reason of (a) any damage to any property (including but not limited
to property of any Landlord Entity) or any injury (including but not limited to death) to any
person occurring in, on or about the Premises or the Building to the extent that such injury or
damage shall be caused by or arise from any actual or alleged act, neglect, fault, or omission by
or of Tenant, its agents, servants, employees, invitees, or visitors to meet any standard imposed
by any duty with respect to the injury or damage; (b) the conduct or management of any work or
thing whatsoever done by the Tenant in or about the Premises or from transactions of the Tenant
concerning the Premises; (c) Tenant’s failure to comply with any and all governmental laws,
ordinances and regulations applicable to the condition or use of the Premises or its occupancy; or
(d) any breach or default on the part of Tenant in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease. The provisions of this Article
shall survive the termination of this Lease with respect to any claims or liability accruing prior
to such termination.



11. INSURANCE.




     11.1 Tenant shall keep in force throughout the Term: (a) a Commercial General
Liability insurance policy or policies to protect the Landlord Entities against any liability
to the public or to any invitee of Tenant or a Landlord Entity incidental to the use of or resulting
from any accident occurring in or upon the Premises (including balconies) with a limit of not less
than $1,000,000.00 per occurrence and not less than $2,000,000.00 in the annual aggregate, or such
larger amount as Landlord may prudently require from time to time, covering bodily injury and
property damage liability and $1,000,000.00 products/completed operations aggregate; (b)
Business Auto Liability insurance covering owned, non-owned and hired vehicles with a limit
of not less than $1,000,000.00 per accident; (c) insurance protecting against liability under
Worker’s Compensation Laws with limits at least as required by statute; (d) Employer’s
Liability with limits of $500,000 each accident, $500,000 disease policy limit, $500,000 disease —
each employee; (e) All Risk or Special Form coverage protecting Tenant against loss of or damage
to Tenant’s alterations, additions, improvements, carpeting, flood coverings, panelings,
decorations, fixtures, inventory and other business personal property situated in or about
the Premises to the full replacement value of the property so insured; and (f) Business
Interruption Insurance with limit of liability representing loss of at least approximately six months of
income.



     11.2 Each of the aforesaid policies shall (a) be provided at Tenant’s expense; (b) name
the Landlord and the building management company as additional insureds currently as
follows: SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP, an Arizona limited partnership and
RREEF MANAGEMENT COMPANY, a California corporation; (c) be issued by an insurance company with a
minimum Best’s rating of “A:VII” during the Term; and (d) provide that said insurance shall not be
canceled unless thirty (30) days prior written notice (ten days for non-payment of premium) shall
have been given to Landlord; and said policy or policies or certificates thereof shall be delivered
to Landlord by Tenant upon the Commencement Date and at least thirty (30) days prior to each
renewal of said insurance.






7









 





     11.3 Whenever Tenant shall undertake any alterations, additions or improvements in,
to or about the Premises (“Work”) the aforesaid insurance protection must extend to and
include injuries to persons and damage to property arising in connection with such Work,
without limitation including liability under any applicable structural work act, and such
other insurance as Landlord shall require; and the policies of or certificates evidencing
such insurance must be delivered to Landlord prior to the commencement of any such Work.



12. WAIVER OF SUBROGATION.



So long as their respective insurers so permit, Tenant and Landlord hereby mutually waive their
respective rights of recovery against each other for any loss insured by fire, extended
coverage, All Risks or other insurance now or hereafter existing for the benefit of the
respective party but only to the extent of the net insurance proceeds payable under such
policies. Each party shall obtain any special endorsements required by their insurer to
evidence compliance with the aforementioned waiver.




13. SERVICES AND UTILITIES.




     13.1 Provided Tenant shall not be in default under this Lease, and subject to the other
provisions of this Lease, Landlord agrees to furnish to the Premises during ordinary
business hours on generally recognized business days (but exclusive in any event of Sundays and
legal holidays), the following services and utilities subject to the rules and regulations of
the Building prescribed from time to time; (a) water suitable for normal office use of the Premises;
(b) heat and air conditioning required in Landlord’s judgment for the use and occupation of the
Premises between 7:00 a.m. and 6:00 p.m. Monday through Friday, and between 8:00 a.m. and 12:00
noon on Saturdays, except legal holidays observed by the federal government; (c) cleaning and
janitorial service; (d) elevator service by nonattended automatic elevators; (e) such window
washing as may from time to time in Landlord’s judgment be reasonably required; and, (f)
equipment to bring to Tenant’s meter, electricity for lighting, convenience outlets and other
normal office use. To the extent that Tenant is not billed directly by a public utility,
Tenant shall pay, upon demand, as additional rent, for all electricity used by Tenant in the Premises.
The charge shall be at the rates charged for such services by the local public utility.
Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of
rental by reason of Landlord’s failure to furnish any of the foregoing, unless such failure shall
persist for an unreasonable time after written notice of such failure is given to Landlord by Tenant
and provided further that Landlord shall not be liable when such failure is caused by
accident, breakage, repairs, labor disputes of any character, energy usage restrictions or by any
other cause, similar or dissimilar, beyond the reasonable control of Landlord. Landlord shall
use reasonable efforts to remedy any interruption in the furnishing of services and utilities.



     13.2 Should Tenant require any additional work or service, as described above,
including services furnished outside ordinary business hours specified above, Landlord
may, on terms to be agreed, upon reasonable advance notice by Tenant, furnish such additional
service and Tenant agrees to pay Landlord such charges as Landlord has set and may change
periodically, including any tax imposed thereon, but in no event at a charge less than
Landlord’s actual cost plus overhead for such additional service and, where appropriate, a reasonable
allowance for depreciation of any systems being used to provide such service.



     13.2 Wherever heat-generating machines or equipment are used by Tenant in the
Premises which affect the temperature otherwise maintained by the air conditioning system,
Landlord reserves the right to install supplementary air conditioning units in or for the
benefit of the Premises and the cost thereof, including the cost of installation and the cost of
operations and maintenance, shall be paid by Tenant to Landlord upon demand as such additional rent.



     13.3 Tenant will not, without the written consent of Landlord, use any apparatus or
device in the Premises, including but not limited to, electronic data processing machines
and machines using current in excess of 200 watts or 110 volts, which will in any way increase
the amount of electricity or water usually furnished or supplied for use of the Premises for
normal office use, nor connect with electric current, except through existing electrical outlets
in the Premises, or water pipes, any apparatus or device for the purposes of using electrical
current or water. If Tenant shall require water or electric current in excess of that usually
furnished or supplied for use of the Premises as normal office use, Tenant shall procure the prior
written consent of Landlord for the use thereof, which Landlord may refuse, and if Landlord does
consent, Landlord may cause a water meter or electric current meter to be installed so as
to measure the amount of such excess water and electric current. The cost of any such meters
shall be paid for by Tenant. Tenant agrees to pay as additional rent to Landlord promptly upon
demand therefor, the cost of all such excess water and electric current consumed (as shown
by said meters, if any, or, if none, as reasonably estimated by Landlord) at the rates charged
for





8









 




such services by the local public utility or agency, as the case may be, furnishing the
same, plus any additional expense incurred in keeping account of the water and electric
current so consumed.




14. HOLDING OVER.



Tenant shall pay Landlord for each day Tenant retains possession of the Premises or part of them after termination of this Lease by lapse of time or otherwise at the rate (“Holdover
Rate”) which shall be 150% of the greater of: (a) the amount of the Annual Rent for the last
period prior to the date of such termination plus all Rent Adjustments under Article 4; and, (b)
the then market rental value of the Premises as determined by Landlord assuming a new lease of the
Premises of the then usual duration and other terms, in either case prorated on a daily basis, and
also pay all damages sustained by Landlord by reason of such retention. If Landlord gives notice
to Tenant of Landlord’s election to that effect, such holding over shall constitute renewal of
this Lease for a period from month to month or one year, whichever shall be specified in such
notice, in either case at the Holdover Rate, but if the Landlord does not so elect, no such
renewal shall result notwithstanding acceptance by Landlord of any sums due hereunder after such
termination; and instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have
been created. In any event, no provision of this Article 14 shall be deemed to waive Landlord’s
right of reentry or any other right under this Lease or at law.




15. SUBORDINATION.



Without the necessity of any additional document being executed by Tenant for the purpose
of effecting a subordination, this Lease shall be subject and subordinate at all times to
ground or underlying leases, the CC&R, and to the lien of any mortgages or deeds of trust
now or hereafter placed on, against or affecting the Building, Landlord’s interest or
estate in the Building, or any ground or underlying lease; provided, however, that if the
lessor, mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have
Tenant’s interest in this Lease be superior to any such instrument, then, by notice to
Tenant, this Lease shall be deemed superior, whether this Lease was executed before or
after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to
execute and deliver upon demand such further instruments evidencing such subordination or
superiority of this Lease as may be required by Landlord.




16. RULES AND REGULATIONS.



Tenant shall faithfully observe and comply with all the rules and regulations as set forth
in Exhibit C to this Lease and all reasonable modifications of and additions to them from
time to time put into effect by Landlord. Landlord shall not be responsible to Tenant for
the nonperformance by any other tenant or occupant of the Building of any such rules and
regulations.




17. REENTRY BY LANDLORD.




     17.1 Landlord reserves and shall at all times have the right to re-enter the Premises
to inspect the same, to supply janitor service and any other service to be provided by
Landlord to Tenant under this Lease, to show said Premises to prospective purchasers,
mortgagees or tenants, and to alter, improve or repair the Premises and any portion of the
Building, without abatement of rent, and may for that purpose erect, use and maintain
scaffolding, pipes, conduits and other necessary structures and open any wall, ceiling or
floor in and through the Building and Premises where reasonably required by the character
of the work to be performed, provided entrance to the Premises shall not be blocked
thereby, and further provided that the business of Tenant shall not be interfered with
unreasonably.



     17.2 Landlord shall have the right at any time to change the arrangement and/or
locations of entrances, or passageways, doors and doorways, and corridors, windows,
balconies, elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known. In the event that
Landlord damages any portion of any wall or wall covering, ceiling, or floor or floor
covering within the Premises, Landlord shall repair or replace the damaged portion to
match the original as nearly as commercially reasonable but shall not be required to
repair or replace more than the portion actually damaged.



     17.3 Tenant hereby waives any claim for damages for any injury or inconvenience to or
interference with Tenant’s business, any loss of occupancy or quiet enjoyment of the
Premises, and any other loss occasioned by any action of Landlord authorized by this
Article






9









 




17. Tenant agrees to reimburse Landlord, on demand, as additional rent, for any expenses which
Landlord may incur in thus effecting compliance with Tenant’s obligations under this Lease.




     17.4 For each of the aforesaid purposes, Landlord shall at all times have and retain a key
with which to unlock all of the doors in the Premises, excluding Tenant’s vaults and safes or
special security areas (designated in advance), and Landlord shall have the right to use any and
all means which Landlord may deem proper to open said doors in an emergency to obtain entry to
any portion of the Premises. As to any portion to which access cannot be had by means of a key
or keys in Landlord’s possession, Landlord is authorized to gain access by such means as
Landlord shall elect and the cost of repairing any damage occurring in doing so shall be borne
by Tenant and paid to Landlord as additional rent upon demand.



18. DEFAULT.




     18.1 Except as otherwise provided in Article 20, the following events shall be deemed to be
Events of Default under this Lease:



          18.1.1 Tenant shall fail to pay when due any sum of money becoming due to be
paid to Landlord under this Lease, whether such sum be any installment of the rent reserved by
this Lease, any other amount treated as additional rent under this Lease, or any other payment
or reimbursement to Landlord required by this Lease, whether or not treated as additional rent
under this Lease, and such failure shall continue for a period of five days after written notice
that such payment was not made when due, but if any such notice shall be given, for the twelve
month period commencing with the date of such notice, the failure to pay within five days after
due any additional sum of money becoming due to be paid to Landlord under this Lease during
such period shall be an Event of Default, without notice.




          18.1.2 Tenant shall fail to comply with any term, provision or covenant of this
Lease which is not provided for in another Section of this Article and shall not cure such
failure within twenty (20) days (forthwith, if the failure involves a hazardous condition) after
written notice of such failure to Tenant.




          18.1.3 Tenant shall fail to vacate the Premises immediately upon termination of
this Lease, by lapse of time or otherwise, or upon termination of Tenant’s right to
possession only.




          18.1.4 Tenant shall become insolvent, admit in writing its inability to pay its
debts generally as they become due, file a petition in bankruptcy or a petition to take
advantage of any insolvency statute, make an assignment for the benefit of creditors, make a transfer
in fraud of creditors, apply for or consent to the appointment of a receiver of itself or of
the whole or any substantial part of its property, or file a petition or answer seeking reorganization
or arrangement under the federal bankruptcy laws, as now in effect or hereafter amended, or any
other applicable law or statute of the United States or any state thereof.




          18.1.5 A court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the whole or any
substantial part of its property, without the consent of Tenant, or approving a petition filed
against Tenant seeking reorganization or arrangement of Tenant under the bankruptcy laws of
the United States, as now in effect or hereafter amended, or any state thereof, and such order,
judgment or decree shall not be vacated or set aside or stayed within thirty (30) days from the
date of entry thereof.




19. REMEDIES.




     19.1 Except as otherwise provided in Article 20, upon the occurrence of any of the Events of
Default described or referred to in Article 18, Landlord shall have the option to pursue any one
or more of the following remedies without any notice or demand whatsoever, concurrently or
consecutively and not alternatively:



          19.1.1 Landlord may, at its election, terminate this Lease or terminate Tenant’s
right to possession only, without terminating the Lease.




          19.1.2 Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant’s right to possession without termination of the
Lease, Tenant shall surrender possession and vacate the Premises immediately, and deliver
possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to
enter into and upon the Premises in such event and to repossess Landlord of the Premises as of
Landlord’s former estate and to expel or remove Tenant and any others who may be occupying






10









 




or be within the Premises and to remove Tenant’s signs and other evidence of tenancy and all
other property of Tenant therefrom without being deemed in any manner guilty of trespass, eviction
or forcible entry or detainer, and without incurring any liability for any damage resulting
therefrom, Tenant waiving any right to claim damages for such reentry and expulsion, and without
relinquishing Landlord’s right to rent or any other right given to Landlord under this Lease or by
operation of law.




          19.1.3 Upon any termination of this Lease, whether by lapse of time or
otherwise, Landlord shall be entitled to recover as damages, all rent, including any amounts
treated as additional rent under this Lease, and other sums due and payable by Tenant on the
date of termination, plus as liquidated damages and not as a penalty, an amount equal to the
sum of: (a) an amount equal to the then present value of the rent reserved in this Lease for the
residue of the stated Term of this Lease including any amounts treated as additional rent
under this Lease and all other sums provided in this Lease to be paid by Tenant, minus the fair
rental value of the Premises for such residue; (b) the value of the time and expense necessary to
obtain a replacement tenant or tenants, and the estimated expenses described in Section 19.1.4
relating to recovery of the Premises, preparation for reletting and for reletting itself; and (c) the
cost of performing any other covenants which would have otherwise been performed by Tenant.



          19.1.4 Upon any termination of Tenant’s right to possession only without
termination of the Lease:



               19.1.4.1 Neither such termination of Tenant’s right to possession nor
Landlord’s taking and holding possession thereof as provided in Section 19.1.2 shall
terminate the Lease or release Tenant, in whole or in part, from any obligation, including Tenant’s
obligation to pay the rent, including any amounts treated as additional rent, under this
Lease for the full Term, and if Landlord so elects Tenant shall pay forthwith to Landlord the sum
equal to the entire amount of the rent, including any amounts treated as additional rent under
this Lease, for the remainder of the Term plus any other sums provided in this Lease to be paid
by Tenant for the remainder of the Term.



               19.1.4.2 Landlord may, but need not, relet the Premises or any part
thereof for such rent and upon such terms as Landlord, in its sole discretion, shall
determine (including the right to relet the premises for a greater or lesser term than that remaining
under this Lease, the right to relet the Premises as a part of a larger area, and the right to
change the character or use made of the Premises). In connection with or in preparation for any
reletting, Landlord may, but shall not be required to, make repairs, alterations and additions in or to
the Premises and redecorate the same to the extent Landlord deems necessary or desirable, and
Tenant shall, upon demand, pay the cost thereof, together with Landlord’s expenses of
reletting, including, without limitation, any commission incurred by Landlord. If Landlord decides to
relet the Premises or a duty to relet is imposed upon Landlord by law, Landlord and Tenant agree
that nevertheless Landlord shall at most be required to use only the same efforts Landlord
then uses to lease premises in the Building generally and that in any case that Landlord shall
not be required to give any preference or priority to the showing or leasing of the Premises over
any other space that Landlord may be leasing or have available and may place a suitable
prospective tenant in any such other space regardless of when such other space becomes available.
Landlord shall not be required to observe any instruction given by Tenant about any reletting or
accept any tenant offered by Tenant unless such offered tenant has a credit-worthiness acceptable
to Landlord and leases the entire Premises upon terms and conditions including a rate of rent
(after giving effect to all expenditures by Landlord for tenant improvements, broker’s commissions
and other leasing costs) all no less favorable to Landlord than as called for in this Lease, nor
shall Landlord be required to make or permit any assignment or sublease for more than the current
term or which Landlord would not be required to permit under the provisions of Article 9.



               19.1.4.3 Until such time as Landlord shall elect to terminate the Lease
and shall thereupon be entitled to recover the amounts specified in such case in Section
19.1.3, Tenant shall pay to Landlord upon demand the full amount of all rent, including any amounts
treated as additional rent under this Lease and other sums reserved in this Lease for the
remaining Term, together with the costs of repairs, alterations, additions, redecorating and
Landlord’s expenses of reletting and the collection of the rent accruing therefrom (including
attorney’s fees and broker’s commissions), as the same shall then be due or become due from
time to time, less only such consideration as Landlord may have received from any reletting
of the Premises; and Tenant agrees that Landlord may file suits from time to time to recover any
sums falling due under this Article 19 as they become due. Any proceeds of reletting by
Landlord in excess of the amount then owed by Tenant to Landlord from time to time shall be
credited against Tenant’s future obligations under this Lease but shall not otherwise be
refunded to Tenant or inure to Tenant’s benefit.





11









 






	 	 	 	 	 




     19.2 Landlord may, at Landlord’s option, enter into and upon the Premises if Landlord
determines in its sole discretion that Tenant is not acting within a commercially reasonable time
to maintain, repair or replace anything for which Tenant is responsible under this Lease and
correct the same, without being deemed in any manner guilty of trespass, eviction or forcible
entry and detainer and without incurring any liability for any damage or interruption of Tenant’s
business resulting therefrom. If Tenant shall have vacated the Premises, Landlord may at
Landlord’s option re-enter the Premises at any time during the last six months of the then current
Term of this Lease and make any and all such changes, alterations, revisions, additions and tenant
and other improvements in or about the Premises as Landlord shall elect, all without any abatement
of any of the rent otherwise to be paid by Tenant under this Lease.



     19.3 If, on account of any breach or default by Tenant in Tenant’s obligations under
the terms and conditions of this Lease, it shall become necessary or appropriate for Landlord
to employ or consult with an attorney concerning or to enforce or defend any of Landlord’s
rights or remedies arising under this Lease, Tenant agrees to pay all Landlord’s attorney’s
fees so incurred. Tenant expressly waives any right to: (a) trial by jury; and (b) service of any
notice required by any present or future law or ordinance applicable to landlords or tenants but not
required by the terms of this Lease.



     19.4 Pursuit of any of the foregoing remedies shall not preclude pursuit of any of the
other remedies provided in this Lease or any other remedies provided by law (all such
remedies being cumulative), nor shall pursuit of any remedy provided in this Lease constitute a
forfeiture or waiver of any rent due to Landlord under this Lease or of any damages accruing to Landlord
by reason of the violation of any of the terms, provisions and covenants contained in this
Lease.



     19.5 No act or thing done by Landlord or its agents during the Term shall be deemed
a termination of this Lease or an acceptance of the surrender of the Premises, and no
agreement to terminate this Lease or accept a surrender of said Premises shall be valid, unless in
writing signed by Landlord. No waiver by Landlord of any violation or breach of any of the terms,
provisions and covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and covenants
contained in this Lease. Landlord’s acceptance of the payment of rental or other payments after the
occurrence of an Event of Default shall not be construed as a waiver of such Default, unless
Landlord so notifies Tenant in writing. Forbearance by Landlord in enforcing one or more of
the remedies provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord’s right to enforce any such remedies
with respect to such Default or any subsequent Default.



     19.6 To secure the payment of all rentals and other sums of money becoming due from
Tenant under this Lease, Landlord shall have and Tenant grants to Landlord a first lien upon
the leasehold interest of Tenant under this Lease, which lien may be enforced in equity, and a
continuing security interest upon all goods, wares, equipment, fixtures, furniture,
inventory, accounts, contract rights, chattel paper and other personal property of Tenant situated on
the Premises, and such property shall not be removed therefrom without the consent of Landlord
until all arrearages in rent as well as any and all other sums of money then due to Landlord
under this Lease shall first have been paid and discharged. In the event of a default under
this Lease, Landlord shall have, in addition to any other remedies provided in this Lease or by
law, all rights and remedies under the Uniform Commercial Code, including without limitation the
right to sell the property described in this Section 19.6 at public or private sale upon five
(5) days’ notice to Tenant. Tenant shall execute all such financing statements and other
instruments as shall be deemed necessary or desirable in Landlord’s discretion to perfect the security
interest hereby created.



     19.7 Any and all property which may be removed from the Premises by Landlord
pursuant to the authority of this Lease or of law, to which Tenant is or may be entitled, may
be handled, removed and/or stored, as the case may be, by or at the direction of Landlord but at
the risk, cost and expense of Tenant, and Landlord shall in no event be responsible for the
value, preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and
all expenses incurred in such removal and all storage charges against such property so long as
the same shall be in Landlord’s possession or under Landlord’s control. Any such property of
Tenant not retaken by Tenant from storage within thirty (30) days after removal from the
Premises shall, at Landlord’s option, be deemed conveyed by Tenant to Landlord under this
Lease as by a bill of sale without further payment or credit by Landlord to Tenant.




12









 






	 	 	 	 	 


20. TENANT’S BANKRUPTCY OR INSOLVENCY.





     20.1 If at any time and for so long as Tenant shall be subjected to the provisions of the
United States Bankruptcy Code or other law of the United States or any state thereof for the
protection of debtors as in effect at such time (each a “Debtor’s Law”):



          20.1.1 Tenant, Tenant as debtor-in-possession, and any trustee or receiver of Tenant’s assets
(each a “Tenant’s Representative”) shall have no greater right to assume or assign this Lease or
any interest in this Lease, or to sublease any of the Premises than accorded to Tenant in Article
9, except to the extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor’s Law. Without limitation of the generality of the
foregoing, any right of any Tenant’s Representative to assume or assign this Lease or to sublease
any of the Premises shall be subject to the conditions that:



               20.1.1.1 Such Debtor’s Law shall provide to Tenant’s Representative a
right of assumption of this Lease which Tenant’s Representative shall have timely exercised
and Tenant’s Representative shall have fully cured any default of Tenant under this Lease.



               20.1.1.2 Tenant’s Representative or the proposed assignee, as the case
shall be, shall have deposited with Landlord as security for the timely payment of rent an
amount equal to the larger of: (a) three months’ rent and other monetary charges accruing
under this Lease; and (b) any sum specified in Article 5; and shall have provided Landlord with
adequate other assurance of the future performance of the obligations of the Tenant under
this Lease. Without limitation, such assurances shall include, at least, in the case of assumption
of this Lease, demonstration to the satisfaction of the Landlord that Tenant’s Representative
has and will continue to have sufficient unencumbered assets after the payment of all secured
obligations and administrative expenses to assure Landlord that Tenant’s Representative will have
sufficient funds to fulfill the obligations of Tenant under this Lease; and, in the case of assignment,
submission of current financial statements of the proposed assignee, audited by an
independent certified public accountant reasonably acceptable to Landlord and showing a net worth and
working capital in amounts determined by Landlord to be sufficient to assure the future
performance by such assignee of all of the Tenant’s obligations under this Lease.



               20.1.1.3 The assumption or any contemplated assignment of this Lease
or subleasing any part of the Premises, as shall be the case, will not breach any provision
in any other lease, mortgage, financing agreement or other agreement by which Landlord is bound.



               20.1.1.4 Landlord shall have, or would have had absent the Debtor’s
Law, no right under Article 9 to refuse consent to the proposed assignment or sublease by
reason of the identity or nature of the proposed assignee or sublessee or the proposed use of the
Premises concerned.


21. QUIET ENJOYMENT.



Landlord represents and warrants that it has full right and authority to enter into this Lease
and that Tenant, while paying the rental and performing its other covenants and agreements
contained in this Lease, shall peaceably and quietly have, hold and enjoy the Premises for the
Term without hindrance or molestation from Landlord subject to the terms and provisions of this
Lease. Landlord shall not be liable for any interference or disturbance by other tenants or third
persons, nor shall Tenant be released from any of the obligations of this Lease because of such
interference or disturbance.



22. DAMAGE BY FIRE, ETC.




     22.1 In the event the Premises or the Building are damaged by fire or other cause and in
Landlord’s reasonable estimation such damage can be materially restored within ninety (90) days,
Landlord shall forthwith repair the same and this Lease shall remain in full force and effect,
except that Tenant shall be entitled to a proportionate abatement in rent from the date of such
damage. Such abatement of rent shall be made pro rata in accordance with the extent to which the
damage and the making of such repairs shall interfere with the use and occupancy by Tenant of the
Premises from time to time. Within forty-five (45) days from the date of such damage, Landlord
shall notify Tenant, in writing, of Landlord’s reasonable estimation of the length of time within
which material restoration can be made, and Landlord’s determination shall be binding on Tenant.
For purposes of this Lease, the Building or Premises shall be deemed “materially restored” if they
are in such condition as would not prevent or materially interfere with Tenant’s use of the
Premises for the purpose for which it was being used immediately before such damage.






13










 




     22.2 If such repairs cannot, in Landlord’s reasonable estimation, be made within ninety (90)
days, Landlord and Tenant shall each have the option of giving the other, at any time within sixty
(60) days after such damage, notice terminating this Lease as of the date of such damage. In the
event of the giving of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been originally fixed in
this Lease for the expiration of the Term. In the event that neither Landlord nor Tenant exercises
its option to terminate this Lease, then Landlord shall repair or restore such damage, this Lease
continuing in full force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 22.1.


     22.3 Landlord shall not be required to repair or replace any damage or loss by or from fire or
other cause to any panelings, decorations, partitions, additions, railings, ceilings, floor
coverings, office fixtures or any other property or improvements installed on the Premises or
belonging to Tenant. Any insurance which may be carried by Landlord or Tenant against loss or
damage to the Building or Premises shall be for the sole benefit of the party carrying such
insurance and under its sole control.


     22.4 In the event that Landlord should fail to complete such repairs and material restoration
within sixty (60) days after the date estimated by Landlord therefor as extended by this Section
22.4, Tenant may at its option and as its sole remedy terminate this Lease by delivering written
notice to Landlord, within fifteen (15) days after the expiration of said period of time, whereupon
the Lease shall end on the date of such notice or such later date fixed in such notice as if the
date of such notice was the date originally fixed in this Lease for the expiration of the Term;
provided, however, that if construction is delayed because of changes, deletions or additions in
construction requested by Tenant, strikes, lockouts, casualties, Acts of God, war, material or
labor shortages, government regulation or control or other causes beyond the reasonable control of
Landlord, the period for restoration, repair or rebuilding shall be extended for the amount of time
Landlord is so delayed.


     22.5 Notwithstanding anything to the contrary contained in this Article: (a) Landlord shall not
have any obligation whatsoever to repair, reconstruct, or restore the Premises when the damages
resulting from any casualty covered by the provisions of this Article 22 occur during the last
twelve (12) months of the Term or any extension thereof, but if Landlord determines not to repair
such damages Landlord shall notify Tenant and if such damages shall render any material portion of
the Premises untenantable Tenant shall have the right to terminate this Lease by notice to Landlord
within fifteen (15) days after receipt of Landlord’s notice; and (b) in the event the holder of any
indebtedness secured by a mortgage or deed of trust covering the Premises or Building requires that
any insurance proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant within fifteen (15) days
after such requirement is made by any such holder, whereupon this Lease shall end on the date of
such damage as if the date of such damage were the date originally fixed in this Lease for the
expiration of the Term.


     22.6 In the event of any damage or destruction to the Building or Premises by any peril covered by
the provisions of this Article 22, it shall be Tenant’s responsibility to properly secure the
Premises and upon notice from Landlord to remove forthwith, at its sole cost and expense, such
portion of all of the property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.


23. EMINENT DOMAIN.


If all or any substantial part of the Premises shall be taken or appropriated by any public or
quasipublic authority under the power of eminent domain, or conveyance in lieu of such
appropriation, either party to this Lease shall have the right, at its option, of giving the other,
at any time within thirty (30) days after such taking, notice terminating this Lease, except that
Tenant may only terminate this Lease by reason of taking or appropriation, if such taking or
appropriation shall be so substantial as to materially interfere with Tenant’s use and occupancy of
the Premises. If neither party to this Lease shall so elect to terminate this Lease, the rental
thereafter to be paid shall be adjusted on a fair and equitable basis under the circumstances. In
addition to the rights of Landlord above, if any substantial part of the Building shall be taken or
appropriated by any public or quasi-public authority under the power of eminent domain or
conveyance in lieu thereof, and regardless of whether the Premises or any part thereof are so taken
or appropriated, Landlord shall have the right, at its sole option, to terminate this Lease.
Landlord shall be entitled to any and all income, rent, award, or any interest whatsoever in or
upon any such sum, which may be paid or made in connection with any such public or quasi-public use
or purpose, and Tenant hereby assigns to Landlord any interest it may have in or claim to all or
any part of such sums, other than any separate award which may be made with



14









 





respect to Tenant’s trade fixtures and moving expenses; Tenant shall make no claim for the
value of any unexpired Term.


24. SALE BY LANDLORD.


In event of a sale or conveyance by Landlord of the Building, the same shall operate to release
Landlord from any future liability upon any of the covenants or conditions, expressed or implied,
contained in this Lease in favor of Tenant, and in such event Tenant agrees to look solely to the
responsibility of the successor in interest of Landlord in and to this Lease. Except as set forth
in this Article 24, this Lease shall not be affected by any such sale and Tenant agrees to attorn
to the purchaser or assignee. If any security has been given by Tenant to secure the faithful
performance of any of the covenants of this Lease, Landlord may transfer or deliver said security,
as such, to Landlord’s successor in interest and thereupon Landlord shall be discharged from any
further liability with regard to said security.


25. ESTOPPEL CERTIFICATES.


Within ten (10) days following any written request which Landlord may make from time to time,
Tenant shall execute and deliver to Landlord or mortgagee or prospective mortgagee a sworn
statement certifying: (a) the date of commencement of this Lease; (b) the fact that this Lease is
unmodified and in full force and effect (or, if there have been modifications to this Lease, that
this lease is in full force and effect, as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this Lease have been
paid; (d) the fact that there are no current defaults under this Lease by either Landlord or
Tenant except as specified in Tenant’s statement; and (e) such other matters as may be requested
by Landlord. Landlord and Tenant intend that any statement delivered pursuant to this Article 25
may be relied upon by any mortgagee, beneficiary or purchaser and Tenant shall be liable for all
loss, cost or expense resulting from the failure of any sale or funding of any loan caused by any
material misstatement contained in such estoppel certificate. Tenant irrevocably agrees that if
Tenant fails to execute and deliver such certificate within such ten (10) day period Landlord or
Landlord’s beneficiary or agent may execute and deliver such certificate on Tenant’s behalf, and
that such certificate shall be fully binding on Tenant.


26. SURRENDER OF PREMISES.


     26.1 Tenant shall, at least thirty (30) days before the last day of the Term, arrange to meet
Landlord for a joint inspection of the Premises. In the event of Tenant’s failure to arrange such
joint inspection to be held prior to vacating the Premises, Landlord’s inspection at or after
Tenant’s vacating the Premises shall be conclusively deemed correct for purposes of determining
Tenant’s responsibility for repairs and restoration.



     26.2 At the end of the Term or any renewal of the Term or other sooner termination of this Lease,
Tenant will peaceably deliver up to Landlord possession of the Premises, together with all
improvements or additions upon or belonging to the same, by whomsoever made, in the same
conditions received or first installed, broom clean and free of all debris, excepting only
ordinary wear and tear and damage by fire or other casualty. Tenant may, and at Landlord’s request
shall, at Tenant’s sole cost, remove upon termination of this Lease, any and all furniture,
furnishings, movable partitions of less than full height from floor to ceiling, trade fixtures and
other property installed by Tenant, title to which shall not be in or pass automatically to
Landlord upon such termination, repairing all damage caused by such removal. Property not so
removed shall, unless requested to be removed, be deemed abandoned by the Tenant and title to the
same shall thereupon pass to Landlord under this Lease as by a bill of sale. All other
alterations, additions and improvements in, on or to the Premises shall be dealt with and disposed
of as provided in Article 6 hereof.



     26.3 All obligations of Tenant under this Lease not fully performed as of the expiration or earlier
termination of the Term shall survive the expiration or earlier termination of the Term. In the
event that Tenant’s failure to perform prevents Landlord from releasing the Premises, Tenant shall
continue to pay rent pursuant to the provisions of Article 14 until such performance is complete.
Upon the expiration or earlier termination of the Term, Tenant shall pay to Landlord the amount, as
estimated by Landlord, necessary to repair and restore the Premises as provided in this Lease
and/or to discharge Tenant’s obligation for unpaid amounts due or to become due to Landlord. All
such amounts shall be used and held by Landlord for payment of such obligations of Tenant, with
Tenant being liable for any additional costs upon demand by Landlord, or with any excess to be
returned to Tenant after all such obligations have been determined and satisfied. Any otherwise
unused Security Deposit shall be credited against the amount payable by Tenant under this Lease.




15









 





27. NOTICES.



Any notice or document required or permitted to be delivered under this Lease shall be addressed
to the intended recipient, shall be transmitted personally, by fully prepaid registered or
certified United States Mail return receipt requested, or by reputable independent contract
delivery service furnishing a written record of attempted or actual delivery, and shall be deemed
to be delivered when tendered for delivery to the addressee at its address set forth on the
Reference Page, or at such other address as it has then last specified by written notice delivered
in accordance with this Article 27, or if to Tenant at either its aforesaid address or its last
known registered office or home of a general partner or individual owner, whether or not actually
accepted or received by the addressee.



28. TAXES PAYABLE BY TENANT.


In addition to rent and other charges to be paid by Tenant under this Lease, Tenant shall
reimburse to Landlord, upon demand, any and all taxes payable by Landlord (other than net income
taxes) whether or not now customary or within the contemplation of the parties to this Lease: (a)
upon, allocable to, or measured by or on the gross or net rent payable under this Lease, including
without limitation any gross income tax or excise tax levied by the State, any political
subdivision thereof, or the Federal Government with respect to the receipt of such rent; (b) upon
or with respect to the possession, leasing, operation, management, maintenance, alteration,
repair, use or occupancy of the Premises or any portion thereof, including any sales, use or
service tax imposed as a result thereof; (c) upon or measured by the Tenant’s gross receipts or
payroll or the value of Tenant’s equipment, furniture, fixtures and other personal property of
Tenant or leasehold improvements, alterations or additions located in the Premises; or (d) upon
this transaction or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant agrees to pay,
before delinquency, any and all taxes levied or assessed against Tenant and which become payable
during the term hereof upon Tenant’s equipment, furniture, fixtures and other personal property of
Tenant located in the Premises.



29. RELOCATION OF TENANT.


Landlord, at its sole expense, on at least ninety (90) days prior written notice, may require
Tenant to move from the Premises to other space of comparable size and decor in order to permit
Landlord to consolidate the space leased to Tenant with other adjoining space leased or to be
leased to another tenant. In the event of any such relocation, Landlord will pay all expenses of
preparing and decorating the new premises so that they will be substantially similar to the
Premises from which Tenant is moving, and Landlord will also pay the expense of moving Tenant’s
furniture and equipment to the relocated premises, Tenant’s stationary and business cards.
In such event this Lease and each and all of the terms and covenants and conditions hereof shall
remain in full force and effect and thereupon be deemed applicable to such new space except that a
revised Reference Page and a revised Exhibit A shall become part of this Lease and shall reflect
the location of the new premises.



30. DEFINED TERMS AND HEADINGS.


The Article headings shown in this Lease are for convenience of reference and shall in no
way define, increase, limit or describe the scope or intent of any provision of this
Lease. Any indemnification or insurance of Landlord shall apply to and inure to the
benefit of all the following “Landlord Entities”, being Landlord, Landlord’s investment
manager, and the trustees, boards of directors, officers, general partners,
beneficiaries, stockholders, employees and agents of each of them. Any option granted to
Landlord shall also include or be exercisable by Landlord’s trustee, beneficiary, agents
and employees, as the case may be. In any case where this Lease is signed by more than
one person, the obligations under this Lease shall be joint and several. The terms
“Tenant” and “Landlord” or any pronoun used in place thereof shall indicate and include
the masculine or feminine, the singular or plural number, individuals, firms or
corporations, and each of their respective successors, executors, administrators and
permitted assigns, according to the context hereof. The term “rentable area” shall mean
the rentable area of the Premises or the Building as calculated by the Landlord on the
basis of the plans and specifications of the Building including a proportionate share of
any common areas. Tenant hereby accepts and agrees to be bound by the figures for the
rentable space footage of the Premises and Tenant’s Proportionate Share shown on the
Reference Page.




16









 





31. TENANT’S AUTHORITY.


If Tenant signs as a corporation each of the persons executing this Lease on behalf of Tenant
represents and warrants that Tenant has been and is qualified to do business in the state in
which the Building is located, that the corporation has full right and authority to enter into
this Lease, and that all persons signing on behalf of the corporation were authorized to do so by
appropriate corporate actions. If Tenant signs as a partnership, trust or other legal entity,
each of the persons executing this Lease on behalf of Tenant represents and warrants that Tenant
has complied with all applicable laws, rules and governmental regulations relative to its right
to do business in the state and that such entity on behalf of the Tenant was authorized to do so
by any and all appropriate partnership, trust or other actions. Tenant agrees to furnish promptly
upon request a corporate resolution, proof of due authorization by partners, or other appropriate
documentation evidencing the due authorization of Tenant to enter into this Lease.



32. COMMISSIONS.


Each of the parties represents and warrants to the other that it has not dealt with any broker or
finder in connection with this Lease, except as described on the Reference Page.


33. TIME AND APPLICABLE LAW.


Time is of the essence of this Lease and all of its provisions. This Lease shall in all respects
be governed by the laws of the state in which the Building is located.


34. SUCCESSORS AND ASSIGNS.

Subject to the provisions of Article 9, the terms, covenants and conditions contained in this
Lease shall be binding and inure to the benefit of the heirs, successors, executors,
administrators and assigns of the parties to this Lease.


35. ENTIRE AGREEMENT.


This Lease, together with its exhibits, contains all agreements of the parties to this Lease and
supersedes any previous negotiations. There have been no representations made by the Landlord or
understandings made between the parties other than those set forth in this Lease and its
exhibits. This Lease may not be modified except by a written instrument duly executed by the
parties to this Lease.


36. EXAMINATION NOT OPTION.


Submission of this Lease shall not be deemed to be a reservation of the Premises. Landlord shall
not be bound by this Lease until it has received a copy of this Lease duly executed by Tenant and
has delivered to Tenant a copy of this Lease duly executed by Landlord, and until such delivery
Landlord reserves the right to exhibit and lease the Premises to other prospective tenants.
Notwithstanding anything contained in this Lease to the contrary.


37. RECORDATION.


Tenant shall not record or register this Lease or a short form memorandum hereof without the
prior written consent of Landlord, and then shall pay all charges and taxes incident with such recording or registration.



38. LIMITATION OF LANDLORD’S LIABILITY


Redress for any claim against Landlord under this Lease shall be limited to and enforceable only
against and to the extent of Landlord’s interest in the Building. The obligations of Landlord
under this Lease are not intended to and shall not be personally binding on, nor shall any resort
be had to the private properties of, any of its trustees or board of directors and officers, as
the case may be, its investment manager, the general partners thereof, or any beneficiaries,
stockholders, employees, or agents of Landlord or the investment manager.



39. RENTAL SCHEDULE.



	 	 	 	 	 	 	 	 	 
	DATE	 	MONTHLY RENT	 	ANNUAL RENT
	February 15, 1998 — February 14, 1999
	 	$	25,299.88	 	 	$	303,598.56	 
	February 15, 1999 — February 14, 2000
	 	$	26,388.04	 	 	$	316,656.48	 
	February 15, 2000 — February 14, 2001
	 	$	27,476.21	 	 	$	329,714.52	 







17









 





40. PARKING.


Tenant shall lease, during the term of this Lease, 28 covered, reserved parking spaces in the
garage. Tenant shall pay Landlord parking charges of Fifty Dollars ($50.00) per month for each
covered, reserved parking space. The parking areas beneath and around the Building are managed by
the Association created pursuant to the CC&R and Landlord reserves the right to provide Tenant with
substitute covered reserved parking spaces at its discretion.



	 	 	 
	LANDLORD:

	 	TENANT:
	SFERS REAL ESTATE CORP., S LIMITED PARTNERSHIP,

	 	Aztar Corporation,
	an Arizona limited partnership

	 	a Delaware corporation






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	RREEF MANAGEMENT COMPANY,	 	 	 	 	 	 	 	 	 	 
	 	 	a California corporation	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Rosemary Orsi	 	 	 	By:	 	/s/ Ned Armstrong	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 	 	Rosemary Orsi	 	 	 	 	 	Ned Armstrong	 	 
	 
	 	Title:	 	Vice President/District Manager	 	 	 	 	 	Title:	 	Vice President, Administration	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:	 	11/11/97	 	 	 	Date:	 	11/10/97	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:	 	/s/ Steven N. Backer	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Steven N. Backer	 	 	 	 	 	 	 	 	 	 
	 
	 	Title:	 	Senior Vice President/Director of Properties	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date:
	 	11/14/97	 	 	 	 	 	 	 	 	 	 






18