if such Capital Expenditures
are required as a result of the specific and unique use of the Premises by
Lessee as compared with uses by tenants in general, Lessee shall be fully
responsible for the cost thereof provided-howevesrthet-if-eush
Capital-E-xpenditureas-required-durng-theaact2 years-of-this-teaseand-the-Gest
thereof-exceeds-6-months=Base-Rent-L-essee-may-instead-terminate
this-Lease-unless Lesser-taetfics Lessee-ln-wr4ting-within.40-daysafler
reselpt-ef Lecsee's-terminatien-notiee-that-L-esssr-has-elected-to-pay-the
difference-between-theesteal-sest-thereefand-the-ameunt2gaal4e-6-months=Base-Rent-lFLe
coos-sleets-terminatienrLassee-shalMmmed lately-cease
the-use-of-the-Premises-which-requiresaush-Capital-Expend
ita-sand-deliver-to-L-essor-ashler-noticeapecifyinga-termination-dateat-least-90-days
thereafter.-Such-termination-date-shall-howevere4e-ne-event-be-eariier
than-the-last-day-that Lesseeaeuld-legally-utilize-the-Premises-without
eemmeneing-suetr6apital-Expenditure.
(b)
If such Capital Expenditure is not the result of the specific and
unique use of the Premises by Lessee (such as, governmentally mandated seismic
modifications), then Lessor and Lessee shall allocate the obligation to pay for
the portion of such costs reasonably attributable to the Premises pursuant to
the formula set out in Paragraph 7.1(d);
provided-hewever-that-if-sueh-Capital-Expenditure-is-required-during-the-last-2-years-of
this-Leasea r-if-Lessor-reasonably-determ fines-that-it4s-not-econsmisa
Ily-feasible-to-pay4ts-share4hereef-Lasso r-shall-have-theaptien-to-term
irate-this Lease-upon-80
that-Lessee-will-pay-ter-such-Gapital-Expenditure:
lf-Lesse-does-not-eleet-to-terminate-and-fails-ta-tender-its-share-of
any-eueh-Capital-Expenditure; Lessee-mayadva rase-such-fundsand-ded
ueteame-with-Interest-from-Rent-until-Lessor's-she
re-of-such-costs-have-bean-fully-pa id-1
f-Lessee-is-unable rereNkhe-balance-ef-th e-Rent-duean
el-payable-for-the-remain der-s f-ih IsLease-is-not-su itisient-ts-fully-ream
buns-Lessee-sna n sffaetba cis-Lessee-she IFhave-the-Ag ht-to-term
irate-this-L-ease-upon-80-days-written-ns tile-te-6esssr-
(c)
Notwithstanding the above, the provisions concerning Capital
Expenditures are intended to apply only to non-voluntary, unexpected, and new
Applicable Requirements. If the Capital Expenditures are instead triggered by
Lessee as a result of an actual or proposed change in use, change in intensity
of use, or modification to the Premises then, and in that event, Lessee shall
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
advised by Lessor and/or Brokers to satisfy itself with respect to the condition
of the Premises (including but not limited to the electrical, HVAC and fire
sprinkler systems, security, environmental aspects, and compliance with
Applicable Requirements and the Americans with Disabilities Act), and their
suitability for Lessee's intended use, (b) Lessee has made such investigation as
it deems necessary with reference to such matters and assumes all responsibility
therefor as the same relate to its occupancy of the Premises, and (c) neither
Lessor, Lessor's agents, nor Brokers have made any oral or written
representations or warranties with respect to said matters other than as set
forth in this Lease. In addition, Lessor acknowledges that: (i) Brokers have
made no representations, promises or warranties concerning Lessee's ability to
honor the Lease or suitability to occupy the Premises, and (ii) it is Lessor's
sole responsibility to Investigate the financial capability and/or suitability
of all proposed tenants.
Page 3 of 33
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INITIALS
INITIALS
©1998 - AIR COMMERCIAL REAL ESTATE ASSOCIATION
FORM MTG-4-5/50E
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. Prior Occupant shall be
defined as Lessee, Joint Lessee, Sublessee, a corporation or LLC, or any other
business entity, its