ARTICLE 1. CORE TERMS.

1.1 Interpretation. This Article fixes the core terms of the Lease. Each capitalized term defined here carries the same meaning everywhere in the Lease. Each filled-in value below is the single authoritative source for that value; any cover page, abstract, or summary that restates these terms is for convenience only and, if it conflicts with this Article, this Article controls. The reference date is for identification and filing only and does not by itself create any obligation. Unless this Lease specifically indicates otherwise, the word "days" means calendar days.

1.2 Parties. This Retail Lease (this "Lease") is made as of May 22, 2026 (reference date, for identification only) between County Line Shopping Center, LLC ("Landlord") and Brew & Bean Coffee Co., a/an a California corporation ("Tenant"). Landlord and Tenant are each a "Party" and together the "Parties."

1.3 Premises. Landlord leases to Tenant the retail space at 4609 Lakeview Canyon Rd, Westlake Village, CA 91361, in Ventura County, generally described as [approximately 800 rentable square feet] (the "Premises"), together with any improvements Landlord agrees to build or supply under this Lease. The Premises are located within a multi-tenant retail project known as County Line Plaza (the "Center"). "Center" means the entire project, consisting of the Premises, the building in which they are located (the "Building"), the shared areas described in Article 2 (the "Common Areas"), every other building and improvement on the site, and the land on which they are situated. Tenant's exclusive possession extends only to the interior of the Premises. Tenant may use the Common Areas on a shared, non-exclusive basis as this Lease permits. Tenant acquires no interest in the roof, the exterior walls, the structural components, or the utility installations of the Building, and no interest in any other building in the Center.

1.4 Term. The initial term (the "Initial Term") runs for five (5) years, beginning on October 1, 2026 (the "Commencement Date") and ending on September 30, 2031 (the "Expiration Date"). The "Term" means the Initial Term together with any renewal or extension period that Tenant duly exercises under this Lease.

1.5 Early Possession. If the Premises are ready before the Commencement Date, Tenant may enter and occupy them on a non-exclusive basis starting on the date both Parties have signed this Lease (the "Early Possession Date"). Early Possession is governed by Sections 3.2 and 3.3.

1.7 Percentage Rent. In addition to Base Rent, Tenant shall pay percentage rent at % of Gross Sales ("Percentage Rent"). Percentage Rent is calculated, reported, and paid as set out in Article 4 and in the Percentage Rent Addendum, if one is attached; if no such Addendum is attached, no Percentage Rent is owed.

1.8 Tenant's Share of Common Area Operating Expenses. "Tenant's Share" of Common Area Operating Expenses is 3.3%. If the rentable area of the Premises or of the Center changes at any time during the Term, Landlord shall re-derive Tenant's Share so it continues to reflect the Premises' actual proportion of the Center, and the re-derived figure governs from that point forward.

1.9 Merchants' Association. Annual merchants' association dues are per year (the "Association Dues"). Tenant shall pay the Association Dues and shall join and maintain membership in the Center's merchants' association, in each case as and when required by the Merchants' Association Addendum, if one is attached.

1.11 Permitted Use. Tenant shall use the Premises only for a coffee shop serving coffee and espresso drinks, matcha beverages, fresh juices, smoothies, gelato, and snacks (the "Permitted Use"), and for no other purpose.

1.12 Trade Name. Tenant shall operate at the Premises under the trade name Brew & Bean (the "Trade Name").

1.13 Insuring Party. Landlord is the "Insuring Party."

1.15 Guarantor. Tenant's obligations under this Lease are guaranteed by (the "Guarantor"), as provided in Section 15.4.

ARTICLE 2. THE PREMISES.

2.1 Premises. Landlord hereby demises the Premises to Tenant, and Tenant takes them from Landlord, for the Term, at the rent, and on the further terms and conditions set forth in this Lease. Any square-footage figure cited while the Premises were marketed was furnished only as an estimate to assist in comparing spaces; the Base Rent is a fixed monthly amount, not derived from square footage and not subject to adjustment should the Premises later be measured as larger or smaller. Tenant is advised to verify the actual size of the Premises before signing.

2.2 Delivery and Condition of the Premises. **(a) Delivery.** On the "Start Date" — the earlier of the Commencement Date and the Early Possession Date — Landlord shall deliver the Premises to Tenant broom-clean and free of debris. **(b) Condition warranty.** Provided that Tenant obtains and maintains, within 30 days after the Start Date, the service contracts required by Section 6.3(a), Landlord warrants that on the Start Date the existing systems and elements of the Premises — its electrical, plumbing, fire-sprinkler, and lighting systems; its heating, ventilating, and air-conditioning ("HVAC"); its loading doors, if any; and its other comparable systems and elements, apart from anything Tenant installed — shall be in good operating condition; that the structural portions of the roof, the load-bearing walls, and the foundation shall be free of material defect; and that the Premises shall be free of mold or fungus at levels deemed toxic under applicable state or federal law. **(c) Warranty claims.** If a warranted item fails to comply on the Start Date, or fails or malfunctions before its warranty period ends, Landlord's sole obligation as to that item — except as this Lease otherwise provides — is to correct it at Landlord's expense, acting promptly after Tenant gives written notice specifying the deficiency. The warranty period is six months for the HVAC systems and 30 days for each other warranted item. If a warranty period expires without Tenant having given such notice, the obligation to correct that item passes to Tenant at Tenant's expense; that shift, however, does not reach the fire-sprinkler system, the roof, the foundation, or the load-bearing walls, which remain Landlord's responsibility. **(d) Representations regarding encumbrances.** Except as it states otherwise in writing, Landlord represents that it has no knowledge of any recorded notice of default affecting the Premises, any delinquent amount under any loan secured by the Premises, or any bankruptcy proceeding affecting the Premises.

2.3 Compliance with Applicable Requirements; Capital Expenditures. To the best of Landlord's knowledge, the improvements on the Premises and within the Common Areas complied with the building codes, laws, recorded covenants and restrictions, regulations, and ordinances (collectively, the "Applicable Requirements") in effect when each improvement, or any portion of it, was constructed. This warranty does not extend to Tenant's use of the Premises, to any modification the Americans with Disabilities Act or a comparable law requires as a result of Tenant's use (addressed in Section 2.13), or to any Alterations or Utility Installations (defined in Section 6.1) Tenant has made or will make. Tenant, not Landlord, is responsible for determining whether the Applicable Requirements — zoning in particular — suit Tenant's intended use, and Tenant acknowledges that prior uses of the Premises may no longer be permitted. If the Premises fail to comply with this warranty, Landlord shall, except as this Lease otherwise provides, correct the noncompliance at Landlord's expense, acting promptly after Tenant's written notice specifying it; but if Tenant fails to give that notice within six months after the Start Date, correction of the noncompliance becomes Tenant's obligation at Tenant's expense. If the Applicable Requirements are changed during the Term so as to newly require an addition to or alteration of the Premises or Building, the remediation of a Hazardous Substance, or the reinforcement or other physical modification of the Premises or Building (each, a "Capital Expenditure"), the Parties shall allocate the cost as follows: **(a) Capital Expenditure caused by Tenant's particular use.** Subject to subsection (c), where the Capital Expenditure is required as a result of Tenant's specific and unusual use of the Premises as compared with tenants generally, Tenant shall bear its full cost; provided that, if that Capital Expenditure is required during the final two years of the Term and its cost exceeds six months' Base Rent, Tenant may instead terminate this Lease, unless Landlord, within 10 days after receiving Tenant's termination notice, states in writing that Landlord will pay the amount by which the cost exceeds six months' Base Rent. A Tenant that elects to terminate shall immediately cease the use giving rise to the Capital Expenditure and deliver to Landlord written notice fixing a termination date not less than 90 days later, which date shall in no event be earlier than the last day on which Tenant could lawfully use the Premises without undertaking the Capital Expenditure. **(b) Capital Expenditure not caused by Tenant's use.** Where the Capital Expenditure is not the result of Tenant's specific and unusual use — a governmentally mandated seismic upgrade, for example — Landlord shall pay for it, and Tenant shall be obligated only to pay, each month for the remainder of the Term and on the date Base Rent is due, an amount equal to one one-hundred-forty-fourth (1/144) of the portion of the cost reasonably attributable to the Premises. Tenant shall pay Interest on the unpaid balance and may prepay its obligation at any time. However, if such a Capital Expenditure is required during the final two years of the Term, or if Landlord reasonably determines that funding its share is not economically feasible, Landlord may terminate this Lease on 90 days' prior written notice, unless Tenant, within 10 days after that notice, states in writing that it will pay for the Capital Expenditure. If Landlord neither terminates nor tenders its share, Tenant may advance the funds and recover them, with Interest, by deducting them from Rent until Landlord's share has been paid in full; and if Tenant cannot finance Landlord's share, or the Rent remaining due for the balance of the Term is insufficient to reimburse Tenant in full by offset, Tenant may terminate this Lease on 30 days' written notice. **(c) Scope; Tenant-triggered requirements.** The Capital Expenditure provisions of this Section apply only to Applicable Requirements that are involuntary, unforeseen, and newly imposed. Where a Capital Expenditure is instead triggered by Tenant — through an actual or proposed change in use, an increase in the intensity of use, or a modification of the Premises — Tenant shall instead either (i) immediately cease the changed or more intensive use and take such other steps as are necessary to eliminate the requirement, or (ii) complete the Capital Expenditure at its own expense; and in that event Tenant shall have no right to terminate this Lease.

2.4 Acknowledgments of the Parties. Tenant acknowledges that: (a) it was given the opportunity to inspect and measure the Premises; (b) Landlord and the Brokers advised it to satisfy itself as to the size and condition of the Premises — including the electrical, HVAC, and fire-sprinkler systems, security, environmental matters, and compliance with the Applicable Requirements and the Americans with Disabilities Act — and as to their suitability for Tenant's intended use; (c) it has investigated these matters as far as it deemed necessary and assumes full responsibility for them as they bear on its occupancy; (d) it is not relying on any representation as to the size of the Premises made by the Brokers or Landlord; (e) the square footage was not material to its decision to lease and to pay the Rent stated in this Lease; and (f) except as set forth in this Lease, none of Landlord, Landlord's agents, or the Brokers has made any representation or warranty as to these matters. Landlord acknowledges that: (i) the Brokers have made no representation, promise, or warranty concerning Tenant's ability to perform this Lease or its suitability to occupy the Premises; and (ii) it is Landlord's sole responsibility to assess the financial capability and suitability of any prospective tenant.

2.5 Tenant as Prior Owner or Occupant. If Tenant was the owner or occupant of the Premises immediately before the Start Date, the warranties Landlord makes in this Article 2 shall be of no force or effect, and Tenant shall be responsible for any corrective work that is required.

2.6 Common Areas; Definition and Tenant's Right of Use. The "Common Areas" are all areas and facilities lying outside the Premises but within the Center's exterior boundary, together with the utility raceways and installations located within the Premises, that Landlord provides and designates from time to time for the shared, non-exclusive use of Landlord, Tenant, the Center's other tenants, and their respective employees, suppliers, shippers, customers, contractors, and invitees, including the parking, loading, unloading, and trash areas and the roadways, walkways, driveways, and landscaped areas. For the Term, Landlord grants Tenant, together with Tenant's employees, suppliers, shippers, contractors, customers, and invitees, the non-exclusive right to use the Common Areas as they exist from time to time, in common with all others entitled to use them, subject to the rights, powers, and privileges Landlord reserves under this Lease and under any rules, regulations, or restrictions governing the Center. This right does not include the right to store any property in the Common Areas, whether temporarily or permanently, or to display merchandise or conduct sales there; any such storage, display, or sale is permitted only with the prior written consent of Landlord or its designated agent, given in Landlord's sole discretion and revocable at any time. If any unauthorized storage or display occurs, Landlord may, without notice and in addition to its other rights and remedies, remove the property and charge the cost to Tenant, payable immediately on demand.

2.7 Vehicle Parking. Within the Center, Tenant and its employees may park only vehicles no larger than a full-size passenger automobile or pickup truck (each, a "Permitted Size Vehicle"). Tenant shall require its employees to park only in those spaces, if any, that the Center site plan designates for employee parking. Landlord may regulate the loading and unloading of vehicles through the Rules and Regulations described in Section 2.8, and no vehicle other than a Permitted Size Vehicle may be parked in the Common Areas without Landlord's prior written consent. In addition, Tenant shall not permit any vehicle owned or controlled by Tenant or by its employees, suppliers, shippers, contractors, or invitees to be loaded, unloaded, or parked anywhere other than the areas Landlord designates for those activities; Tenant shall not service or store any vehicle in the Common Areas; and if Tenant permits any activity this Section prohibits, Landlord may, without notice and in addition to its other rights and remedies, remove or tow the vehicle and charge the cost to Tenant, payable immediately on demand.

2.8 Common Areas; Management, Rules and Regulations, and Changes. **(a) Control and Rules and Regulations.** Landlord, or any person Landlord appoints, shall have exclusive control and management of the Common Areas, with the right, from time to time, to establish, revise, amend, and enforce reasonable rules and regulations (the "Rules and Regulations") governing the management, safety, care, and cleanliness of the grounds, the parking and unloading of vehicles, the preservation of good order, and the convenience of the Building's and the Center's other occupants and tenants and their invitees. Tenant shall comply with the Rules and Regulations and shall use its best efforts to cause its employees, suppliers, shippers, customers, contractors, and invitees to comply with them; and Landlord shall not be responsible to Tenant for any other tenant's noncompliance. **(b) Changes to the Common Areas.** Acting in its sole discretion and from time to time, Landlord may: (i) make changes or additions to the Common Areas, including changes to the location, size, shape, and number of the driveways, entrances, parking spaces, parking areas, loading and unloading areas, points of ingress and egress, direction of traffic flow, grade elevations, landscaped areas, signage, walkways, and utility raceways; (ii) temporarily use and close any portion of the Common Areas to maintain, repair, or alter the Center, so long as reasonable access to the Premises remains available, and temporarily close any portion to the extent Landlord's counsel deems necessary to prevent the public or any person from acquiring dedicated or other rights in it; (iii) designate land beyond the Center's boundary as part of the Common Areas or as entitled to use them on a reciprocal basis; (iv) construct additional buildings and improvements within the Common Areas; and (v) take any other action, or make any other change, to the Common Areas or the Center that Landlord, in the exercise of sound business judgment, deems appropriate. **(c) Promotional events and sidewalk sales.** Landlord reserves the right, from time to time and in its sole discretion, to use portions of the Common Areas for promotional events, which may include entertainment, and to permit one or more tenants of the Center to display and sell merchandise on the sidewalks immediately adjacent to their respective premises.

2.9 Remodeling and Expansion of the Center. At any time during the Term, Landlord may remodel or expand the Center in any manner, including by adding shops or new buildings (the result, the "Remodeled Center"). If Landlord requires construction personnel to enter the Premises to construct the Remodeled Center, Landlord shall give Tenant at least 60 days' prior notice, and Tenant shall permit the entry. Landlord shall use reasonable efforts to perform any work affecting the Premises efficiently and without unreasonably interfering with Tenant's business. Tenant shall not be entitled to damages for the inconvenience or disruption such work causes; however, the Base Rent for the period of disruption shall be abated in proportion to the degree to which Tenant's use of the Premises is impaired. Landlord may use portions of the Premises to accommodate any structures the Remodeled Center requires; provided that, if doing so permanently reduces the floor area of the Premises by 3% or more, the Base Rent and Tenant's Share shall each be reduced proportionately.

2.10 Security Measures. Tenant acknowledges that the Rent does not include, and Landlord has no obligation to furnish, any guard service or other security measures for the Premises or the Center. Tenant assumes sole responsibility for protecting the Premises and for the safety of Tenant and its agents, employees, and invitees, and their property, against the acts of third parties. Landlord neither undertakes to provide security measures nor assumes any liability for failing to provide them or for the inadequacy of any measures that are provided; Landlord may, however, in its sole discretion, institute or maintain from time to time such security measures as it deems necessary or appropriate, the cost of which shall constitute a Common Area Operating Expense. To the extent Landlord directs, Tenant shall coordinate any security measures it adopts at the Premises with those instituted by Landlord.

2.11 Landlord's Reservations. Landlord reserves the right, without the consent or joinder of Tenant, to grant such easements, rights, and dedications as Landlord deems necessary, to cause the recordation of parcel maps and of covenants, conditions, or restrictions affecting the Center, and to establish or install additional utility raceways, provided that none of the foregoing unreasonably interferes with Tenant's use of the Premises. Tenant shall, upon Landlord's reasonable request, execute any document reasonably necessary to give effect to the rights reserved in this Section.

2.12 Relocation of the Premises. Upon not less than 60 days' prior written notice to Tenant, Landlord may relocate Tenant from the Premises to other space of comparable visibility within a building in the Center, provided that the usable area of the substitute space is not less than the usable area of the Premises. In connection with any such relocation, Landlord shall pay Tenant's reasonable out-of-pocket moving costs — including the cost of moving Tenant's personal property, of reprinting Tenant's stationery and other business materials to reflect the new address, and of relocating and reinstalling Tenant's improvements, telecommunications equipment, and computer equipment — and shall, at Landlord's expense, improve the substitute space to a condition substantially comparable to that of the Premises. Except as provided in the preceding sentence, Landlord shall have no obligation to improve the substitute space or to reimburse any other cost Tenant incurs by reason of the relocation. Following the relocation, this Lease shall continue in full force according to its terms — including the Base Rent and Tenant's Share, notwithstanding that the usable area of the substitute space may exceed that of the Premises — except that the Premises shall be the substitute space; and the Parties shall, upon Landlord's request, execute an amendment to this Lease, in the form Landlord reasonably requires, confirming the relocation. If the substitute space does not meet with Tenant's approval, which Tenant shall grant or withhold in accordance with Section 18.8 (Consents), Tenant may cancel this Lease by written notice given to Landlord within 15 days after Tenant receives Landlord's relocation notice. Tenant's failure to give that notice within the 15-day period constitutes Tenant's approval of the substitute space. If Tenant timely gives notice of cancellation, this Lease shall terminate unless, within 10 days after receiving Tenant's notice, Landlord rescinds its notice of intent to relocate.

2.13 Accessibility; ADA Compliance. **(a) Inspection status; Tenant's right to inspect.** This Lease shall state whether the Premises have been inspected by a Certified Access Specialist (CASp) under the law of the state in which the Premises are located. A Certified Access Specialist is qualified to inspect the Premises and to determine whether they satisfy the construction-related accessibility standards applicable to them. Irrespective of whether such an inspection has occurred, Tenant shall be entitled to obtain a CASp inspection of the Premises in connection with its occupancy or intended occupancy, and Landlord shall not prohibit Tenant from obtaining one. Where Tenant obtains such an inspection, Landlord and Tenant shall agree upon the timing and manner of the inspection, the responsibility for the inspection fee, and the allocation of the cost of any repairs required to correct violations of construction-related accessibility standards within the Premises. **(b) Existing inspection reports.** Where the Premises have been inspected by a CASp before the execution of this Lease, Tenant acknowledges that it received a copy of the resulting report at least 48 hours before executing this Lease, and Tenant shall keep the report confidential; provided that, if the report determined that the Premises do not satisfy all applicable construction-related accessibility standards, Tenant may disclose the report to the extent necessary to complete the repair and correction of the identified violations. Landlord shall deliver to Tenant a copy of the disability access inspection certificate for any such report within 7 days after the execution of this Lease. **(c) Allocation of ADA compliance.** Because compliance with the Americans with Disabilities Act and other state and local accessibility statutes depends upon Tenant's particular use of the Premises, Landlord makes no representation or warranty that the Premises comply with those statutes. Tenant shall, at its own expense, make any modification or addition to the Premises that Tenant's use requires in order to bring the Premises into compliance with the Americans with Disabilities Act or any comparable accessibility statute.

ARTICLE 3. TERM AND POSSESSION.

3.1 Term. Section 1.4 fixes the Initial Term, the Commencement Date, and the Expiration Date. During the Term, Tenant holds the exclusive right to possess the Premises, except where this Lease confers Early Possession, which is non-exclusive.

3.2 Delivery of Possession. **(a) Landlord's efforts; delay in delivery.** Landlord shall make commercially reasonable efforts to deliver exclusive possession of the Premises to Tenant by the Commencement Date. A failure to do so despite those efforts imposes no liability on Landlord and neither invalidates this Lease nor changes the Expiration Date; but until Landlord delivers possession, Tenant owes no Rent and need not perform its other obligations, and any rent abatement Tenant would otherwise have received begins instead on the delivery date and lasts as long as Tenant would otherwise have had it, less any days of delay attributable to Tenant's own acts or omissions. If possession has not been delivered within 60 days after the Commencement Date — as extended by any Work Letter the Parties have signed — Tenant may cancel this Lease by written notice delivered to Landlord within the 10 days following that 60-day period, whereupon the Parties are discharged from all obligations under this Lease; and if Landlord does not receive that notice within those 10 days, Tenant's cancellation right lapses. Should possession still not be delivered by the 120th day after the Commencement Date, this Lease terminates unless Landlord and Tenant have agreed otherwise in writing. **(b) Conditions to tender of possession.** Landlord need not tender possession until Tenant has supplied the evidence of insurance required by Section 7.3. Until Tenant supplies it, Tenant shall perform every obligation under this Lease from the Start Date onward, the payment of Rent included, even while Landlord withholds possession pending that evidence. The same rule governs any other condition Tenant must satisfy at or before the Start Date: the Start Date arrives on schedule, but Landlord may keep possession until Tenant meets the condition.

3.3 Early Possession. Early Possession depends on the Premises being available before the Commencement Date, and it gives Tenant only a non-exclusive right of occupancy, not the exclusive possession that begins on the Commencement Date. Where Section 1.5 sets an Early Possession Date, the Parties intend Tenant to have access from that date to prepare and fixturize the Premises for its business. If Tenant enters or occupies any part of the Premises for any reason before the Commencement Date — and entry to prepare or fixturize the space is treated as occupancy — then, for that early-possession period: - (a) Base Rent and Percentage Rent abate, and Tenant owes neither; - (b) every other obligation of Tenant under this Lease applies in full, its duties to insure and to maintain the Premises among them; and - (c) Tenant's Share of Common Area Operating Expenses, Real Property Taxes, and insurance premiums likewise abate, unless Tenant has opened for business at the Premises before the Commencement Date, in which case those charges begin when it opens. No Early Possession changes the Expiration Date.

3.4 Quiet Possession. Provided that Tenant pays the Rent when due and observes and performs the covenants, conditions, and provisions of this Lease on its part to be performed, Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Term, free of disturbance by Landlord or by any person claiming by, through, or under Landlord, subject in all respects to the terms of this Lease.

ARTICLE 4. RENT AND DEPOSITS.

4.1 Rent Defined. Except for the Security Deposit, every sum Tenant is obligated to pay Landlord under this Lease is "Rent."

4.2 Payment of Rent. Tenant shall pay all Rent in lawful money of the United States and shall deliver each payment to Landlord on or before its due date, free of any offset or deduction except where this Lease expressly permits one. Payment is made to Landlord at the address given in this Lease, or at any other place Landlord names in writing from time to time. Every monetary amount is rounded to the nearest whole dollar. An error in any invoice Landlord issues waives nothing, and Tenant remains obligated for the amount this Lease sets. Rent for any period shorter than a full calendar month is prorated over the actual number of days in that month. If Landlord accepts a payment smaller than the sum then due, Landlord retains its claim to the balance, regardless of any endorsement or notation Tenant places on the instrument. Should any check, draft, or other instrument Tenant tenders be dishonored, Tenant shall pay Landlord $25 in addition to any Late Charge, and Landlord may thereafter require that all future Rent be paid by cashier's check. Landlord shall apply each amount it receives in the following order: first to late charges and attorneys' fees then accrued; next to accrued interest; then to Base Rent and Common Area Operating Expenses; and last to any other outstanding charge or cost.

4.3 Common Area Operating Expenses. Alongside Base Rent and any Percentage Rent, Tenant shall bear Tenant's Share (fixed in Section 1.8) of the Common Area Operating Expenses for each calendar year of the Term, on the terms set out below. **(a) Definition.** "Common Area Operating Expenses" comprises every cost of owning and operating the Center, which for convenience fall into the following groups: - **(i) Upkeep of the Center** — the cost of operating, repairing, keeping in neat, clean, good order and condition, and replacing where reasonably necessary: the Common Areas and their improvements (the parking, loading, unloading, and trash areas; the roadways, parkways, walkways, driveways, and landscaping; and the parking-lot striping, bumpers, irrigation, Common Area lighting, fences and gates, elevators, roofs, building exterior walls, building systems, and roof-drainage systems); the exterior signs and tenant directories; the fire-detection and sprinkler systems; the shared electrical, plumbing, and other utility systems serving any building in the Center or the Common Areas; and every other area or improvement inside the Center's exterior boundaries but outside the Premises or any other tenant's space. - **(ii) Utilities** — the cost of the water, gas, electricity, and telephone that serve the Common Areas, and of any utility that is not separately metered. - **(iii) Services and management** — the cost of trash removal, pest control, security, and environmental inspections, and the cost of managing the property, the management cost including a fee to Landlord of 5% of Base Rent and Percentage Rent. - **(iv) Taxes and insurance** — the Real Property Taxes; the premiums on the insurance Landlord carries under Section 7.2; and the deductible portion of any insured loss to the Building or the Common Areas. - **(v) Reserves, capital improvements, and professional fees** — reserves for the equipment, maintenance, repair, and replacement of the Common Areas; the cost of any capital improvement to the Building or the Center not governed by Section 2.3, which Landlord shall spread over 12 years so that Tenant pays in any month no more than Tenant's Share of 1/144th of it, with Interest on the unamortized balance and a right to prepay; and the fees of auditors, accountants, and attorneys for operating the Center. Common Area Operating Expenses also include the cost of any other service this Lease elsewhere designates as a Common Area Operating Expense. **(b) Naming an item is not a promise to provide it.** Naming an improvement, facility, or service in subsection (a) does not require Landlord to furnish it, unless the Center already has it, Landlord already provides it, or this Lease commits Landlord elsewhere to provide it. **(c) Allocation.** Where Landlord finds the method of prorating any item inequitable, Landlord may instead prorate it by usage or another equitable measure. Any Common Area Operating Expense or Real Property Tax tied specifically to the Premises, the Building, or another premises or building in the Center — or to its operation, repair, and maintenance — is charged wholly to that premises or building; any that is not so tied is spread equitably by Landlord across all buildings in the Center. **(d) Estimates and annual reconciliation.** Tenant's Share of Common Area Operating Expenses falls due monthly, on the day Base Rent is due, in the amount of Landlord's estimate of the year's Common Area Operating Expenses. On Tenant's written request, but no more than once a year, Landlord shall within 60 days give Tenant a reasonably itemized statement of Tenant's Share of the actual Common Area Operating Expenses for the prior year. An overpayment is credited against Tenant's coming payments; a shortfall is due within 10 days after Landlord delivers the statement. **(e) Major Tenants.** Where the Center has one or more Major Tenants, Landlord may, at its sole option, set what a Major Tenant contributes toward all or part of the Common Area Operating Expenses by other equitable means — a Major Tenant might, for instance, arrange its own security. Whatever a Major Tenant actually pays is credited against the Common Area Operating Expenses charged to the other tenants; and for the items handled this way, the rentable area of that Major Tenant's buildings drops out of the Center's rentable area when Tenant's Share is computed, the percentage in Section 1.8 notwithstanding. A "Major Tenant" is a tenant of at least 15,000 square feet of rentable area in the Center. **(f) Exclusions.** Common Area Operating Expenses leave out any expense a tenant pays directly to a third party, and any expense Landlord recovers from a third party, another tenant, or insurance proceeds.

4.4 Security Deposit. At signing, Tenant shall place the Security Deposit with Landlord to secure the faithful performance of Tenant's obligations under this Lease. If Tenant fails to pay Rent or otherwise Defaults, Landlord may use, apply, or retain any part of the Security Deposit to cover a sum already due, to cover Rent not yet due, or to reimburse or compensate Landlord for any liability, expense, loss, or damage it suffers or incurs as a result. Whenever Landlord uses any part of the Security Deposit, Tenant shall, within 10 days after written request, deposit enough to restore it to the full amount this Lease requires. If the Base Rent rises during the Term, Tenant shall, on Landlord's written request, deposit further funds so that the Security Deposit always bears the same ratio to the increased Base Rent that the original deposit bore to the original Base Rent. If the Permitted Use (Section 1.11) is changed to fit a material change in Tenant's business or to accommodate a subtenant or assignee, Landlord may raise the Security Deposit by as much as Landlord reasonably judges necessary for the added wear and tear the Premises may suffer. And if control of Tenant changes and Tenant's financial condition is, in Landlord's reasonable judgment, materially weaker afterward, Tenant shall deposit enough further funds to restore the Security Deposit to a commercially reasonable level for that changed condition. Landlord need not segregate the Security Deposit from its general funds, and no part of it is held in trust, earns interest, or counts as prepayment of any sum Tenant owes under this Lease. Within 90 days after this Lease expires or terminates, Landlord shall return the part of the Security Deposit it has not used or applied and shall, on written request, account to Tenant for how any withheld part was applied. **Tenant may not use the Security Deposit in place of the last month's Rent.**

ARTICLE 5. USE OF THE PREMISES.

5.1 Permitted Use and Trade Name. Tenant shall occupy and use the Premises for the Permitted Use (Section 1.11) alone, under the Trade Name (Section 1.12) and no other, and for no other purpose. Tenant shall not put the Premises to, or allow them to be put to, any use that is unlawful, that causes damage, waste, or a nuisance, or that disturbs or harms neighboring premises or property. No pet or other animal, bird, fish, or reptile may be kept or allowed in the Premises, except a guide, signal, or service dog. Landlord shall not unreasonably withhold or delay its consent to a written request to change the Permitted Use, provided the new use will not compromise the structural integrity of the improvements on the Premises or their mechanical or electrical systems, will not be significantly more burdensome to the Premises, and will neither conflict nor be incompatible with the existing or contemplated uses — exclusive or not — of the Center's other occupants. Landlord shall likewise not unreasonably withhold or delay consent to a written request to change the Trade Name, provided the new name neither conflicts nor is incompatible with the character of the Center or the existing or contemplated uses of other occupants. Should Landlord decide to withhold consent to either change, it shall notify Tenant in writing within 7 days after the request, setting out its objections.

5.2 Continuous Operation. Throughout the entire Premises, Tenant shall keep the Permitted Use in continuous operation under the Trade Name, conducting it reputably and to the standards that merchants in the same or a like business observe in the city where the Premises are located. Tenant shall staff the Premises with sales personnel sufficient for the trade, stock it with merchandise sufficient to serve customers, and employ sound business methods so as to maximize Gross Sales for Landlord's benefit. At the least, Tenant shall remain open for business Monday through Friday and Saturday from 9:00 a.m. to 6:00 p.m., and Sunday from 10:00 a.m. to 6:00 p.m. Should Tenant breach this Section, then in addition to Landlord's other rights and remedies, Tenant shall pay Landlord, for each day or part of a day of noncompliance, a sum equal to 1/15th of the Base Rent, owed in addition to and separate from the Base Rent itself.

5.3 Other Tenants; Exclusive Uses and Tenancy Mix. **(a) Others' exclusive-use rights.** Landlord may already have granted, or may later grant, other tenants of the Center exclusive-use rights, and Tenant recognizes that its covenant to confine its use to the Permitted Use under the Trade Name was a material part of the consideration that induced Landlord to enter into this Lease. Because a breach by Tenant of another tenant's exclusive-use rights would cause Landlord irreparable harm, Landlord may, besides its other rights and remedies, seek an injunction against the breach, and Tenant shall be answerable for whatever damages Landlord owes to the other tenants whose exclusive-use rights Tenant infringes. **(b) No Landlord liability for other tenants.** Landlord is not answerable to Tenant if another tenant fails to operate its business, nor for any loss or damage the acts or omissions of other tenants or of third parties bring about. **(c) Control of tenancy mix; no reliance.** Landlord reserves the absolute right, in its sole discretion, to set the procedures that govern the other tenancies in the Center. No matter which tenants a site plan attached to this Lease may show, Tenant places no reliance on that depiction; Landlord makes no promise that any given tenant — or any particular number or kind of tenants — will or will not hold space in the Center during the Term; and Tenant relies on no other tenant's operating at any given time. Nothing any tenant, subtenant, occupant, customer, or supplier does or fails to do, and no use of any part of the Center, constitutes an eviction of Tenant, whether actual or constructive, and Tenant waives every claim it might otherwise assert against Landlord on that basis.

5.4 Hazardous Substances. **(a) Definitions.** "Hazardous Substance" means any product, substance, or waste the presence, use, manufacture, disposal, transportation, or release of which — by itself or in combination with other materials expected at the Premises — (i) could injure the public health, safety, or welfare, the environment, or the Premises; (ii) is regulated or monitored by a governmental authority; or (iii) could expose Landlord to liability to a governmental agency or a third party under a statute or a common-law theory. The term includes hydrocarbons, petroleum, gasoline, and crude oil, and their products, byproducts, and fractions. "Reportable Use" means (i) installing or using any above- or below-ground storage tank; (ii) generating, possessing, storing, using, transporting, or disposing of a Hazardous Substance in a manner that requires a permit from a governmental authority, or a report, notice, registration, or business plan to be filed with one; or (iii) keeping at the Premises a Hazardous Substance that an Applicable Requirement requires to be disclosed to persons entering or occupying the Premises or neighboring property. **(b) Tenant's obligations.** *(i) Reportable Use requires consent; ordinary materials permitted.* Tenant shall carry on no Reportable Use at the Premises without Landlord's express prior written consent and Tenant's timely compliance, at its own cost, with every Applicable Requirement. Tenant may nonetheless use the ordinary, customary materials that the normal course of the Permitted Use reasonably calls for, along with ordinary office supplies — copier toner, correction fluid, glue, and the like — and everyday household cleaning products, so long as that use meets every Applicable Requirement, is not a Reportable Use, and puts neither the Premises nor neighboring property to any meaningful risk of contamination or damage, and Landlord to no liability. Landlord may condition its consent to a Reportable Use on whatever further protections Landlord reasonably thinks necessary to shield itself, the public, the Premises, and the environment from damage, contamination, injury, or liability — among them protective measures such as concrete encasements (to be installed and then removed on or before this Lease ends) and an increase in the Security Deposit. *(ii) Duty to notify Landlord.* If Tenant learns, or has reasonable cause to believe, that a Hazardous Substance has come to be in, on, under, or about the Premises otherwise than as Landlord earlier consented, Tenant shall notify Landlord in writing at once and give Landlord a copy of any report, notice, claim, or other documentation Tenant holds about it. *(iii) Remediation.* Tenant shall neither cause nor permit any Hazardous Substance to be spilled or released in, on, under, or about the Premises, the plumbing and sanitary sewer system included. Promptly and at its own cost, Tenant shall meet every Applicable Requirement and undertake every investigatory and remedial step reasonably advised — ordered or not — to clean up any contamination, and to maintain, secure, and monitor the Premises or neighboring property, where the contamination was caused or materially added to by Tenant or involves a Hazardous Substance brought onto the Premises during the Term by or for Tenant or any third party. *(iv) Indemnity.* Tenant shall indemnify, defend, and hold harmless Landlord and its agents, employees, lenders, and any ground lessor from every loss of rent, damage, liability, judgment, claim, expense, penalty, and attorneys' and consultants' fee that arises out of or involves a Hazardous Substance brought onto the Premises by or for Tenant or any third party — though Tenant bears no liability for a Hazardous Substance that migrates underground onto the Premises from outside the Center where Tenant neither caused nor contributed to it. The indemnity reaches the effects of any contamination or of any injury to person, property, or the environment that Tenant creates or suffers, together with the cost of investigation, removal, remediation, restoration, and abatement; it outlasts the expiration or termination of this Lease; and no termination, cancellation, or release the Parties agree to releases Tenant from its Hazardous Substance obligations unless Landlord expressly so agrees in writing at the time. **(c) Landlord's obligations.** *(i) Indemnity.* Except where Section 7.5 provides otherwise, Landlord and its successors and assigns shall indemnify, defend, reimburse, and hold harmless Tenant and its employees and lenders from every environmental damage, remediation cost included, that results directly from Hazardous Substances present at the Premises before Tenant took possession or from the gross negligence or willful misconduct of Landlord or its agents or employees. Landlord's duty, as and when the Applicable Requirements demand, reaches the cost of investigation, removal, remediation, restoration, and abatement, and outlasts the expiration or termination of this Lease. *(ii) Pre-possession and government-required investigations.* Landlord retains responsibility, and shall pay, for any investigation or remediation that a governmental body with jurisdiction requires as to Hazardous Substances present at the Premises before Tenant took possession — unless the measure is required because of Tenant's use of the Premises (including any Alterations, as Section 6.1 defines them), in which event Tenant shall pay. Tenant shall cooperate fully in any such work when Landlord asks, including by giving Landlord and its agents reasonable access to the Premises at reasonable times to discharge Landlord's investigative and remedial responsibilities. **(d) Termination on a Hazardous Substance Condition.** Should a Hazardous Substance Condition (defined in Section 8.1(e)) arise during the Term, then — unless Tenant is legally responsible for it, in which case Tenant shall carry out the investigation and remediation the Applicable Requirements demand, and this Lease shall continue in full force, subject to Landlord's rights under subsection (b)(iv) above and under Article 12 — Landlord may elect either of the following: - (i) to investigate and remediate the Hazardous Substance Condition, if that is required, as soon as reasonably possible and at its own cost, in which case this Lease continues in full force; or - (ii) where the estimated remediation cost is more than the greater of 12 times the then-monthly Base Rent or $100,000, to notify Tenant in writing, within 30 days after Landlord learns of the Hazardous Substance Condition, that Landlord intends to terminate this Lease effective 60 days after that notice. If Landlord gives a termination notice under clause (ii), Tenant may, within the next 10 days, notify Landlord in writing that it commits to pay the amount by which the remediation cost exceeds the greater of 12 times the then-monthly Base Rent or $100,000, and shall then supply those funds, or satisfactory assurance of them, within 30 days after committing. If Tenant does so, this Lease continues in full force and Landlord shall remediate as soon as reasonably possible once the funds are available. If Tenant fails to give the notice and supply the funds or assurance within the stated times, this Lease terminates on the date fixed in Landlord's termination notice.

5.5 Tenant's Compliance with Applicable Requirements. Save where this Lease provides otherwise, Tenant shall, at its sole cost and in a full, diligent, and timely manner, materially comply with every Applicable Requirement, with the requirements of any applicable fire-insurance underwriter or rating bureau, and with the recommendations of Landlord's engineers and consultants bearing in any way on the Premises, whether now in effect or taking effect after the Start Date. Within 10 days after Landlord asks in writing, Tenant shall furnish Landlord copies of the permits, other documents, and other information that evidence Tenant's compliance with any Applicable Requirement Landlord names. Immediately upon receiving one, Tenant shall notify Landlord in writing — enclosing copies of any documents — of any threatened or actual claim, notice, citation, warning, complaint, or report concerning a failure of Tenant or the Premises to meet an Applicable Requirement. Tenant shall as promptly give Landlord written notice of (a) any water damage to the Premises and any suspected seepage, pooling, dampness, or other condition conducive to the growth of mold, and (b) any mustiness or other odor that may indicate the presence of mold.

5.6 Landlord's Right to Inspect. Landlord, its Lender, and consultants Landlord authorizes may enter the Premises at any time in an emergency, and otherwise at reasonable times on reasonable notice, to inspect or test the condition of the Premises and to confirm Tenant's compliance with this Lease. Landlord shall bear the cost of an inspection, save where a violation of an Applicable Requirement or a Hazardous Substance Condition is found to exist or be imminent, or a governmental authority requests or orders the inspection, in which case Tenant shall reimburse the cost on request, provided the inspection reasonably relates to the violation or contamination. Within 10 days after Landlord asks in writing, Tenant shall give Landlord copies of all material safety data sheets (MSDS). Tenant recognizes that a failure to permit such inspection or testing would subject Landlord to risks and potential costs this Lease does not contemplate and whose extent would be very difficult to determine. Accordingly, if Tenant fails to permit such inspection or testing in a timely manner, the Base Rent shall rise automatically, without notice to Tenant, by the greater of 10% of the then-existing Base Rent or $100, for the balance of the Term — a sum the Parties agree fairly and reasonably compensates Landlord for the added risk and cost of Tenant's refusal. That increase does not waive Tenant's Default or Breach for the refusal, nor prevent Landlord from exercising any other right or remedy.

5.7 Landlord's Access; Showing; Repairs. Landlord and its agents may enter the Premises at any time in an emergency, and otherwise at reasonable times on reasonable prior notice, to show them to prospective purchasers, lenders, or tenants; to make such alterations, repairs, improvements, or additions to the Premises as Landlord considers necessary or desirable; and to erect, use, and maintain utilities, services, pipes, and conduits through the Premises or other premises, provided there is no material adverse effect on Tenant's use of the Premises. Landlord may carry on all such activities without abatement of rent and without liability to Tenant.

5.8 Auctions. Tenant shall not conduct, or permit to be conducted, any auction at the Premises without Landlord's prior written consent, which Landlord may grant or withhold in its sole discretion.

5.9 Signs. Landlord may place ordinary "For Sale" signs on the Premises at any time, and ordinary "For Lease" signs during the last six months of the Term. Every sign must comply with the Applicable Requirements. Tenant shall not place, construct, or maintain any sign, advertisement, name, insignia, trademark, descriptive material, or other item — on the show-window glass or its supports, the doors, the exterior walls, or the roof of the Building; anywhere in the Center outside the Premises; or on any interior part of the Premises visible from outside — without Landlord's prior written consent, which Landlord may grant or withhold in its sole discretion. Landlord shall specify the size, shape, color, design, and location of every exterior sign Tenant installs, and Tenant shall, at its sole cost, fabricate, construct, and install each such sign in full compliance with Landlord's specification and with the Center's Sign Criteria attached to this Lease, if any. Tenant shall submit plans and specifications for its signs for Landlord's written approval within 30 days after this Lease is fully executed and shall install the signs before opening for business at the Premises. Landlord may, at Tenant's cost, remove any item placed, constructed, or maintained in, on, or about the Premises or the Center that does not comply with this Section. If the Center has a pole, pylon, or monument sign, Landlord may, but need not, install lettering designating Tenant's business on that sign at Tenant's expense, subject to Landlord's approval of the location, size, style, and color. Every sign permanently attached to the Premises or Building becomes Landlord's property on the expiration or earlier termination of this Lease; provided that Tenant shall promptly remove all such signs if Landlord so elects, and shall promptly repair all damage the removal causes. Tenant shall not place, construct, or maintain in, on, or about the Premises any searchlight, flashing light, loudspeaker, phonograph, or other visual or audio media.

ARTICLE 6. MAINTENANCE, ALTERATIONS, AND SURRENDER.

6.1 Definitions. The following terms apply throughout this Article: - **"Utility Installations"** means the following in or on the Premises: floor and window coverings; air and vacuum lines; power panels and electrical distribution; security and fire-protection systems; communication cabling; lighting fixtures; HVAC equipment; plumbing; and fencing. - **"Trade Fixtures"** means the machinery and equipment of Tenant that can be removed without materially damaging the Premises. - **"Alterations"** means any modification of the improvements — whether an addition or a removal — other than a Utility Installation or a Trade Fixture. - **"Tenant-Owned Alterations and Utility Installations"** means those Alterations and Utility Installations Tenant has made that have not yet become Landlord's property under Section 6.5(a).

6.2 Allocation of Maintenance Responsibility. Responsibility for maintaining the Premises and the Center is divided between Tenant and Landlord. This Section allocates that responsibility; the allocations elsewhere in this Lease — the delivery warranties (Sections 2.2 and 2.3), the Use article (Article 5), Tenant's regulatory-compliance obligations (Section 5.5), the Common Area Operating Expense provisions (Section 4.3), and Article 8 (Damage or Destruction) and Article 13 (Eminent Domain) — govern to the extent applicable. **(a) Tenant's maintenance obligations.** At its sole expense, Tenant shall keep in good order, condition, and repair the Premises, the Alterations, and every Utility Installation serving the Premises exclusively, wherever located. This obligation applies whether or not the portion requiring work, or the means of performing it, is reasonably or readily accessible to Tenant, and whether or not the need arises from Tenant's use, any prior use, the elements, or the age of the item. It extends to all equipment and facilities of the Premises — the plumbing and HVAC systems; the electrical and lighting facilities; the boilers and pressure vessels; the fixtures; and the interior surfaces, being the interior walls, the interior faces of the exterior walls, the ceilings, floors, doors, windows, plate glass, and skylights — but excludes any item for which Landlord is responsible under Section 6.2(b). In performing this obligation, Tenant shall exercise good maintenance practices — including procuring and maintaining the service contracts required by Section 6.3(a) — and shall make such restorations, replacements, and renewals as are necessary to keep the Premises and their improvements in good order, condition, and state of repair. **(b) Landlord's maintenance obligations.** Landlord shall keep in good order, condition, and repair the structural and shared portions of the Center: the structural elements, being the foundations, the exterior walls, the structural portion of the interior bearing walls, and the exterior roof; the shared safety and utility systems, being the fire-sprinkler system, the Common Area fire-alarm and smoke-detection systems, the fire hydrants, and the utility systems serving the Common Areas; and the site improvements, being the parking lots, walkways, parkways, driveways, landscaping, fences, and signs. Landlord shall also provide the services for which there is a Common Area Operating Expense under Section 4.3, and Landlord's performance under this subsection is subject to reimbursement through Section 4.3. Landlord shall not be obligated to paint either face of the exterior walls, or to maintain, repair, or replace the windows, doors, or plate glass of the Premises.

6.3 Service Contracts, Cure Rights, and Replacements. **(a) Required service contracts.** Whenever the Premises contain HVAC equipment, a boiler or pressure vessel, or a clarifier, Tenant shall, at its sole expense, procure and maintain a service contract for that equipment — on customary terms, with a contractor specializing and experienced in its maintenance — and shall furnish Landlord with a copy. Landlord may instead elect, on notice to Tenant, to procure and maintain any or all such contracts, in which case Tenant shall reimburse Landlord for the cost on demand. **(b) Landlord's right to cure.** If Tenant fails to perform its maintenance obligations, Landlord may perform them on Tenant's behalf. On 10 days' prior written notice — or without notice in an emergency — Landlord may enter the Premises, perform the necessary work, and restore the Premises to good order, condition, and repair, and Tenant shall promptly reimburse Landlord an amount equal to 115% of the cost. **(c) Replacement of service-contract equipment.** If any item of equipment covered by subsection (a) cannot be repaired except at a cost exceeding 50% of the cost of replacing it, Landlord shall replace it, and the replacement cost shall be prorated between the Parties: Tenant shall be obligated to pay only a monthly amount, due on the date Base Rent is due for the remainder of the Term, equal to 1/144th of the replacement cost, together with Interest on the unamortized balance, and Tenant may prepay at any time. This cost-sharing is subject to Tenant's indemnity of Landlord under Section 7.5 and does not relieve Tenant of any liability resulting from its failure to exercise good maintenance practices.

6.4 Alterations and Utility Installations. **(a) Consent.** Tenant shall not make any Alteration or Utility Installation without Landlord's prior written consent. Tenant may, however, make non-structural Alterations or Utility Installations to the interior of the Premises (excluding the roof), on notice to Landlord but without its consent, provided that the work is not visible from outside the Premises; does not puncture, relocate, or remove the roof or any existing wall; does not affect the electrical, plumbing, HVAC, or life-safety systems; does not trigger a requirement for additional modifications or improvements to the Premises under any Applicable Requirement, such as compliance with Title 24; and does not, in the aggregate over the Term as extended, exceed three months' Base Rent, or one month's Base Rent in any single year. This exception does not extend to the roof: Tenant shall not penetrate the roof or install anything upon it without Landlord's prior written approval, which Landlord may condition on Tenant's use of a contractor Landlord selects or approves. Any Alteration or Utility Installation requiring Landlord's consent shall be submitted to Landlord in writing with detailed plans. Landlord's consent is deemed conditioned upon Tenant: (i) obtaining all applicable governmental permits; (ii) furnishing Landlord with copies of the permits and of the plans and specifications before the work commences; and (iii) complying, promptly and diligently, with the conditions of those permits and with the other Applicable Requirements. Tenant shall perform the work in a workmanlike manner with good and sufficient materials and shall, promptly upon completion, furnish Landlord with as-built plans and specifications. For any work costing more than one month's Base Rent, Landlord may condition its consent upon Tenant's providing a lien-and-completion bond equal to 150% of the estimated cost, Tenant's posting of an additional Security Deposit, or both. **(b) Liens and bonds.** Tenant shall pay, when due, all claims for labor or materials furnished, or alleged to have been furnished, to or for Tenant for use at the Premises that are or may be secured by a mechanic's or materialmen's lien against the Premises or any interest therein. Tenant shall give Landlord not less than 10 days' notice before commencing any work in, on, or about the Premises, and Landlord shall have the right to post notices of non-responsibility. If Tenant contests the validity of any such lien, claim, or demand, Tenant shall, at its sole expense, defend and protect itself, Landlord, and the Premises against it, and shall pay and satisfy any adverse judgment before its enforcement; and if Landlord so requires, Tenant shall furnish a surety bond equal to 150% of the contested amount, indemnifying Landlord against liability for it. If Landlord elects to participate in the proceeding, Tenant shall pay Landlord's attorneys' fees and costs.

6.5 Ownership, Removal, and Surrender. **(a) Ownership of Tenant's improvements.** During the Term, the Alterations and Utility Installations made by Tenant are Tenant's property but are considered part of the Premises. Landlord may at any time elect in writing to own all or any specified part of the Tenant-Owned Alterations and Utility Installations. Unless Landlord has directed their removal under subsection (b), all Tenant-Owned Alterations and Utility Installations shall, on the expiration or termination of this Lease, become Landlord's property and be surrendered with the Premises. **(b) Removal.** By written notice delivered to Tenant not earlier than 90 days and not later than 30 days before the end of the Term, Landlord may require that any or all Tenant-Owned Alterations or Utility Installations be removed by the expiration or termination of this Lease. Landlord may require, at any time, the removal of all or any part of any Tenant-Owned Alterations or Utility Installations made without the required consent. **(c) Surrender and restoration.** Tenant shall surrender the Premises no later than the Expiration Date or any earlier termination date, with all improvements, parts, and surfaces broom-clean, free of debris, and in good operating order, condition, and state of repair, ordinary wear and tear excepted. Ordinary wear and tear does not include any damage or deterioration that good maintenance practice would have prevented. Notwithstanding the foregoing and Section 6.2(a), if Tenant occupied the Premises for 12 months or less, Tenant shall surrender the Premises in the same condition as when delivered on the Start Date, with no allowance for ordinary wear and tear. Tenant shall repair any damage occasioned by the installation, maintenance, or removal of its Trade Fixtures, Tenant-Owned Alterations and Utility Installations, furnishings, and equipment, and by the removal of any storage tank installed by or for Tenant. Tenant shall also remove from the Premises all Hazardous Substances brought onto the Premises by or for Tenant or any third party — except any that reached the Premises by underground migration from areas outside the Premises — to the level specified in the Applicable Requirements. Trade Fixtures shall remain Tenant's property and shall be removed by Tenant. Any personal property of Tenant not removed by the Expiration Date or earlier termination date is deemed abandoned and may be retained or disposed of by Landlord as Landlord sees fit. Tenant's failure to vacate the Premises on time under this subsection without Landlord's express written consent constitutes a holdover under Article 19.

ARTICLE 7. INSURANCE AND INDEMNITY.

7.1 Tenant's Insurance. **(a) Commercial general liability.** Tenant shall obtain and keep in force Commercial General Liability coverage that protects Tenant, and names Landlord as an additional insured, against claims for bodily injury, personal injury, and property damage arising from the ownership, use, occupancy, or maintenance of the Premises and every area appurtenant to them. The coverage shall be written on an occurrence basis, with a single limit of at least $1,000,000 per occurrence and an annual aggregate of at least $2,000,000. Tenant shall add Landlord as an additional insured through an endorsement no narrower than the Insurance Services Office "Additional Insured — Managers or Lessors of Premises" endorsement. The policy shall carry no intra-insured exclusion among the insured persons or organizations, and shall treat the liability Tenant assumes under this Lease as an "insured contract," so that Tenant's indemnity obligations are covered. Its limits neither cap Tenant's liability nor excuse any obligation of Tenant under this Lease. Tenant shall also supply an endorsement providing that Tenant's coverage is primary to, and not contributory with, any like coverage Landlord carries, which shall respond only as excess. **(b) Property insurance on Tenant's property.** Tenant shall carry insurance at full replacement cost, with a deductible of no more than $1,000 per occurrence, on all of Tenant's personal property, Trade Fixtures, and Tenant-Owned Alterations and Utility Installations, and shall apply the proceeds to replace those items. **(c) Business interruption.** Tenant shall carry loss-of-income and extra-expense insurance in amounts enough to reimburse Tenant for earnings lost, directly or indirectly, through the perils that prudent tenants in Tenant's line of business commonly insure against, or through the loss of access to the Premises those perils cause. **(d) Workers' compensation.** Tenant shall carry workers' compensation insurance in the amount the Applicable Requirements set, with a waiver-of-subrogation endorsement, and shall give Landlord a copy of that endorsement along with the certificate or policy required under Section 7.3. **(e) Premium increases caused by Tenant.** Tenant shall pay any increase in the property-insurance premiums for the Building, the Common Areas, or any other building in the Center to the extent Tenant's acts, omissions, use, or occupancy of the Premises causes the increase.

7.2 Landlord's Insurance. **(a) Liability.** Landlord shall maintain liability insurance of the sort described in Section 7.1(a), over and above — not in place of — the liability insurance Tenant must maintain. Tenant shall not be an additional insured on Landlord's liability policy. **(b) Building and improvements.** Landlord shall keep in force one or more property policies in its own name, with loss payable to Landlord, any ground lessor, and any Lender, insuring against loss of or damage to the Premises. The coverage shall equal the full insurable replacement cost of the Premises as it stands from time to time, or the amount any Lender demands, but shall not exceed the commercially reasonable and available insurable value. Tenant, not Landlord, insures the Tenant-Owned Alterations and Utility Installations, the Trade Fixtures, and Tenant's personal property under Section 7.1(b). Where such coverage is available and commercially appropriate, the policy shall insure against all risks of direct physical loss or damage — flood and earthquake excepted unless a Lender demands them — and shall extend to debris removal and to compliance with any Applicable Requirement that a covered loss triggers for upgrading, demolishing, rebuilding, or replacing any part of the Premises. The policy shall carry an agreed-valuation clause in place of any coinsurance clause, a waiver of subrogation, and inflation-guard protection that increases the annual coverage by a factor no less than the adjusted U.S. Department of Labor Consumer Price Index for All Urban Consumers for the city nearest the Premises. No deductible shall be more than $5,000 per occurrence. **(c) Rental value.** Landlord shall also keep in force one or more policies in its own name, with loss payable to Landlord and any Lender, insuring the loss of a full year's Rent, plus an extended period of indemnity of 180 more days ("Rental Value insurance"). This coverage shall carry an agreed-valuation clause in place of any coinsurance clause, and its amount shall be reset each year to match the Rent projected to fall due from Tenant over the coming 12 months. **(d) Premiums; proration.** The premiums for the insurance Landlord carries under Sections 7.2(a), 7.2(b), and 7.2(c) are a Common Area Operating Expense. A premium for any policy period that starts before or runs past the Term shall be prorated to the Start Date or the Expiration Date, as the case may be. **(e) Tenant improvements not insured by Landlord.** As the Insuring Party, Landlord need not insure any Tenant-Owned Alterations and Utility Installations unless the item has become Landlord's property under this Lease.

7.3 Policy Requirements, Administration, and Enforcement. **(a) Standards, evidence, and maintenance.** Every policy this Article requires shall come from an insurer that holds, throughout the policy term, a General Policyholders Rating of at least A-, VII in the current Best's Insurance Guide, or such other rating as a Lender may require, and shall run for at least one year or the balance of the Term, whichever is shorter. Tenant shall neither do nor allow anything that voids a required policy. Before the Start Date, Tenant shall deliver to Landlord certified copies of its policies, or certificates with copies of the required endorsements, showing that the required insurance exists and in what amounts; and no required policy may be canceled or altered except on 30 days' prior written notice to Landlord. At least 10 days before a policy lapses, Tenant shall give Landlord proof of renewal or a binder confirming it; failing which, Landlord may raise its own liability coverage and bill Tenant for the cost on demand. If either Party fails to obtain or keep the insurance it must carry, the other may — but need not — obtain and keep it. Landlord makes no representation that the limits or forms of coverage this Article specifies suffice to protect Tenant's property, business, or obligations under this Lease. **(b) Consequences of failure to insure.** Tenant acknowledges that failing to obtain or keep the insurance this Article requires would expose Landlord to risks and costs this Lease does not foresee and that are difficult to quantify. So for each month or part of a month in which Tenant neither keeps the required insurance nor gives Landlord the required binders or certificates, the Base Rent shall increase automatically, and with no notice to Tenant, by the greater of 10% of the then-existing Base Rent or $100 — a figure the Parties agree fairly and reasonably compensates Landlord for that added risk and cost. This increase adds to Landlord's other rights: it neither waives Tenant's Default or Breach from the failure, nor bars any other remedy, nor relieves Tenant of its duty to carry the insurance this Lease requires.

7.4 Waiver of Subrogation. Each Party releases the other from, and waives in full any right to recover from the other for, loss of or damage to that Party's own property, to the extent the loss or damage is of a kind this Article requires to be insured against. That release applies regardless of how much insurance is actually carried or required and regardless of any deductible, and it does not impair any other right or remedy of the Parties. To make the release effective, each Party shall have its property-damage insurer waive any right of subrogation against the other Party, and shall keep that waiver in place for as long as doing so does not void the coverage.

7.5 Tenant's Indemnity of Landlord. Tenant shall indemnify, defend, protect, and hold harmless Landlord — along with the Premises, Landlord's agents, Landlord's master or ground lessor, and Landlord's partners and Lenders — from every claim, loss of rent, damage, lien, judgment, penalty, expense, and liability (attorneys' and consultants' fees included) that arises from, involves, or connects to either a Breach of this Lease by Tenant or the use or occupancy of the Premises or the Center by Tenant or by Tenant's employees, contractors, or invitees. The indemnity does not extend to a matter caused by Landlord's gross negligence or willful misconduct. Tenant's duty to defend arises when it has notice of the action or proceeding, is Tenant's to bear with counsel reasonably acceptable to Landlord, and does not wait on Landlord's having first paid the claim; Landlord shall cooperate in the defense.

7.6 Exemption of Landlord from Liability. Neither Landlord nor its agents shall be liable to Tenant — even for their own negligence or breach of this Lease — for any of the matters listed below, and Tenant's only recourse for any of them is a claim under the insurance Tenant must carry under this Article: - (a) injury or damage to the person, or to the goods, wares, merchandise, or other property, of Tenant, of Tenant's employees, contractors, invitees, or customers, or of any other person in or about the Premises, whether caused by or resulting from fire, steam, electricity, gas, water, or rain, from indoor air quality or the presence of mold, from the breakage, leakage, obstruction, or other defect of pipes, fire sprinklers, wires, appliances, plumbing, HVAC, or lighting fixtures, or from any other cause, and whether the source lies on the Premises, elsewhere in the building the Premises are part of, or somewhere else; - (b) any damage from the act or neglect of another tenant of Landlord, or from Landlord's failure to enforce the terms of another lease in the Center; or - (c) injury to Tenant's business, or any loss of income or profit from it.

ARTICLE 8. DAMAGE OR DESTRUCTION.

8.1 Definitions. - **"Premises Partial Damage"** means damage or destruction to the improvements on the Premises, other than Tenant-Owned Alterations and Utility Installations, that can reasonably be repaired within three months from the date of the damage or destruction and the cost of which does not exceed six months' Base Rent. - **"Premises Total Destruction"** means damage or destruction to the improvements on the Premises, other than Tenant-Owned Alterations and Utility Installations and Trade Fixtures, that cannot reasonably be repaired within three months from the date of the damage or destruction, or the cost of which exceeds six months' Base Rent. - **"Insured Loss"** means damage or destruction to the improvements on the Premises, other than Tenant-Owned Alterations and Utility Installations and Trade Fixtures, caused by an event required to be covered by the insurance described in Section 7.2(b), regardless of any deductible or coverage limit. - **"Replacement Cost"** means the cost to repair or rebuild the improvements owned by Landlord at the time of the occurrence to their condition immediately before it, including demolition, debris removal, and any upgrading required by the Applicable Requirements, and without deduction for depreciation. - **"Hazardous Substance Condition"** means the occurrence or discovery of a condition involving the presence of, or contamination by, a Hazardous Substance in, on, or under the Premises or the Common Areas that requires restoration. Within 30 days after the date of any damage or destruction to the improvements on the Premises, Landlord shall notify Tenant in writing whether the damage constitutes Premises Partial Damage or Premises Total Destruction.

8.2 Repair of Insured Partial Damage. When Premises Partial Damage that is an Insured Loss occurs, this Lease shall continue in full force and Landlord shall, at its own expense, repair the damage as soon as reasonably possible; provided that Landlord's repair obligation does not extend to Tenant's Trade Fixtures or to the Tenant-Owned Alterations and Utility Installations, which Tenant remains obligated to restore. Two qualifications apply to that obligation. First, Landlord may require Tenant to perform any repair whose total Replacement Cost is $10,000 or less, in which event Landlord shall make the applicable insurance proceeds available to Tenant, on a reasonable basis, to fund that work. Second, the cost of the repair may exceed the available insurance proceeds, whether because the required coverage was not in force or because the proceeds are insufficient. In that event the Insuring Party shall contribute the shortfall as and when the repairs require it. That duty is subject to one exception: where the shortfall exists because full Replacement Cost coverage was not commercially reasonable and available given the unique nature of the improvements, Landlord shall be obligated neither to fund the shortfall nor to fully restore those unique features unless Tenant supplies the necessary funds, or adequate assurance of them, within 10 days after Landlord gives written notice of the shortfall and requests them. If Tenant supplies the funds or assurance within that period, the Party responsible for the work shall complete it as soon as reasonably possible and this Lease shall continue in full force. If Tenant does not, Landlord may, by written notice given within the following 10 days, elect either to (i) perform such repair as is commercially reasonable and itself bear the shortfall, in which case this Lease shall continue in full force, or (ii) terminate this Lease effective 30 days after that notice. Tenant shall not be entitled to reimbursement of any amount it contributes toward the repairs. Damage caused by flood or earthquake shall be governed by Section 8.3(a) as though it were uninsured, notwithstanding that some coverage may apply; provided that the net proceeds of any such coverage shall be made available toward the repairs, whichever Party performs them.

8.3 Early Termination Following Damage. Each of the situations described below may result in the early termination of this Lease. Except for Premises Total Destruction, which terminates this Lease automatically, a Party electing to terminate must act within the time stated in the applicable subsection, and in several of these situations Tenant may keep this Lease in force by funding the repair. **(a) Uninsured partial damage.** If Premises Partial Damage that is not an Insured Loss occurs, then, unless Tenant's negligent or willful act caused it, Landlord may elect either to (i) repair the damage as soon as reasonably possible at its expense (recoverable as a Common Area Operating Expense under Section 4.3), in which case this Lease shall continue in full force, or (ii) terminate this Lease by written notice given within 30 days after Landlord learns of the damage, with termination effective 60 days after that notice. If Landlord elects to terminate, Tenant may nevertheless prevent the termination by committing in writing, within 10 days after receiving the termination notice, to pay for the repair without reimbursement, and by delivering the funds, or satisfactory assurance of them, within 30 days after that commitment; in that event this Lease shall continue in full force and Landlord shall repair the damage as soon as reasonably possible after the funds are available. Absent that commitment, this Lease shall terminate on the date specified in the termination notice. If Tenant's negligent or willful act caused the damage, Tenant shall make the repairs at its sole expense. **(b) Total destruction.** Premises Total Destruction shall terminate this Lease automatically, effective 60 days after it occurs, notwithstanding any other provision of this Lease. If Tenant's gross negligence or willful misconduct caused the destruction, Landlord may recover its resulting damages from Tenant, subject only to the waiver of subrogation in Section 7.4. **(c) Damage in the final six months.** If damage occurs during the last six months of the Term and the cost to repair it exceeds one month's Base Rent, whether or not the damage is an Insured Loss, Landlord may terminate this Lease by written notice given within 30 days after the damage occurs, effective 60 days after the occurrence. Tenant may prevent that termination only if Tenant then holds an exercisable option to extend the Term or to purchase the Premises, in which case Tenant must both exercise the option and provide Landlord with any shortfall in insurance proceeds needed for the repair (or adequate assurance of it), and must complete both steps no later than the earlier of the date 10 days after Tenant receives Landlord's termination notice or the day before the option would otherwise expire. If Tenant satisfies those conditions, Landlord shall, at its commercially reasonable expense, repair the damage as soon as reasonably possible and this Lease shall continue in full force. If Tenant does not, this Lease shall terminate on the date specified in the termination notice and Tenant's option shall be extinguished. **(d) Damage elsewhere in the Center.** If any other portion of the Building, or any other building in the Center, is damaged or destroyed, whether or not the Premises are also affected and whether or not the loss is insured, and the damage cannot reasonably be repaired within six months after its date, Landlord may elect either to repair it as soon as reasonably possible at no cost to Tenant, in which case this Lease shall continue in full force, or to terminate this Lease by written notice given within 30 days after Landlord learns of the damage, effective 60 days after that notice.

8.4 Rent Abatement. While Premises Partial Damage, Premises Total Destruction, or a Hazardous Substance Condition for which Tenant is not responsible under this Lease is being repaired, remediated, or restored, the Base Rent payable by Tenant shall abate in proportion to the degree to which Tenant's use of the Premises is impaired; provided that the abatement shall not exceed the proceeds actually received under the Rental Value insurance. The abatement applies to Base Rent only. Tenant shall continue to perform all of its other obligations under this Lease, and Landlord shall have no liability for the damage, destruction, remediation, repair, or restoration except as this Lease expressly provides.

8.5 Tenant's Remedy for Failure to Commence Repairs. If Landlord is obligated to repair or restore the Premises but has not commenced that work in a substantial and meaningful manner within 90 days after the obligation arises, Tenant may elect to terminate this Lease. At any time before the work commences, Tenant may give written notice to Landlord, and to any Lender of which Tenant has actual notice, electing to terminate this Lease on a date not less than 60 days after the notice. Landlord may preserve this Lease by commencing the work within 30 days after Tenant's notice; if Landlord does so, this Lease shall continue in full force, and if Landlord does not, this Lease shall terminate on the date Tenant specified. For this purpose, the work is "commenced" on the earlier of Landlord's unconditional authorization of the preparation of the required plans or the start of the actual work at the Premises.

8.6 Adjustments on Termination. Upon any termination of this Lease under Section 5.4(d) or under this Article, the Parties shall make an equitable adjustment of any Base Rent and other amounts Tenant paid in advance, and Landlord shall return the portion of the Security Deposit that Landlord has neither applied nor is then entitled to apply.

ARTICLE 9. REAL PROPERTY TAXES.

9.1 Definition. "Real Property Taxes" covers every tax and similar charge tied to Landlord's interest in the Center or to Landlord's leasing activity. Specifically, it means each assessment (general or special, ordinary or extraordinary), each real-estate or rental tax or levy, each improvement bond, and each license fee that any authority with the power, direct or indirect, to tax imposes on or levies against Landlord's legal or equitable interest in the Center, Landlord's right to income from it, or Landlord's business of leasing, where the charge is generated by reference to the Center's address; but it excludes any inheritance, personal-income, or estate tax. It reaches as well any such tax, fee, levy, assessment, or charge, and any increase in one, that arises from events during the Term (a change in the Center's ownership among them), that is attributable to a change in the Center's improvements, or that is levied on machinery or equipment Landlord supplies Tenant under this Lease. When a real-estate tax year spans two calendar years, its Real Property Taxes are apportioned between them in proportion to the number of days each calendar year has in common with the tax year.

9.2 Real Property Taxes Recovered Through Common Area Operating Expenses. **(a) Landlord's payment and recovery.** Landlord bears the Real Property Taxes on the Center and, except where subsection (b) or Section 9.3 directs otherwise, includes those payments in the Common Area Operating Expenses under Section 4.3. **(b) Taxes on other tenants' improvements excluded.** The Common Area Operating Expenses leave out any Real Property Taxes that the tax assessor's records and worksheets ascribe to additional improvements that other tenants have made to the Center, or that Landlord has made to the Center for the exclusive benefit of other tenants. **(c) Allocation when the Building is not separately assessed.** Where the Building is not separately assessed, its share of the Real Property Taxes is a fair proportion of the taxes assessed on all the land and improvements in the tax parcel, which Landlord shall determine from the valuations shown in the assessor's worksheets or from other information reasonably available. Landlord's determination, if reasonable and made in good faith, is conclusive.

9.3 Taxes Payable Directly by Tenant. **(a) Increases caused by Tenant's or Landlord's improvements.** Despite Section 9.2, Tenant shall pay Landlord in full any increase in Real Property Taxes assessed solely because of (i) Alterations, Trade Fixtures, or Utility Installations that Tenant placed on the Premises or had placed there at its request, or (ii) alterations or improvements Landlord made to the Premises after the Parties signed this Lease; and Tenant shall pay it when Common Area Operating Expenses fall due under Section 4.3. **(b) Taxes on Tenant's own property.** Tenant shall pay, before delinquency, all taxes charged against its Tenant-Owned Alterations and Utility Installations, Trade Fixtures, furnishings, equipment, and other personal property in the Premises. Tenant shall, where possible, have that property assessed and billed apart from Landlord's real property; and if any of it is instead assessed together with Landlord's real property, Tenant shall pay Landlord the share of the taxes attributable to Tenant's property within 10 days after Landlord delivers a written statement of it.

ARTICLE 10. UTILITIES AND SERVICES.

10.1 Payment for Utilities and Services. Tenant shall pay for every utility and service furnished to the Premises — water, gas, heat, light, power, telephone, trash disposal, and the like — together with the taxes on them, and shall pay Tenant's Share under Section 4.3 of any that is not separately metered. Should Landlord conclude, in its sole judgment, that Tenant draws a disproportionate amount of a commonly metered utility such as water or electricity, or generates trash in a volume requiring a larger receptacle or more frequent collection, Landlord may add the resulting increased cost to Tenant's Base Rent.

10.2 No Abatement or Liability for Interruption. No Rent shall abate, and Landlord shall bear no liability whatever, on account of any inadequacy, stoppage, interruption, or discontinuance of a utility or service that stems from riot, strike, labor dispute, breakdown, accident, repair, or any other cause outside Landlord's reasonable control, or from Landlord's compliance with a governmental request or direction.

10.3 Energy-Use Information. Within 15 days after Landlord requests it in writing, Tenant shall give Landlord whatever information, documents, and authorizations Landlord requires to satisfy any Applicable Requirement — current or later enacted — that governs commercial-building energy use, energy ratings, or the reporting of either.

ARTICLE 11. ASSIGNMENT AND SUBLETTING.

11.1 Consent Required. **(a) General restriction.** Tenant's interest in this Lease and in the Premises may not be transferred at will. Tenant shall neither assign, transfer, mortgage, or encumber (each, an "assignment") that interest, in whole or in part, nor sublet all or any portion of the Premises, whether by act of Tenant or by operation of law, without Landlord's prior written consent. **(b) Change of control.** Unless Tenant is a corporation whose stock is publicly traded on a national stock exchange, a change in the control of Tenant shall be treated as an assignment requiring Landlord's consent. Control shall be deemed to have changed upon the cumulative transfer of 25% or more of the voting control of Tenant. **(c) Reduction in Net Worth.** Consent is likewise required, and Landlord may withhold it, where Tenant or its assets become involved in any transaction or series of transactions — whether by merger, sale, acquisition, financing, transfer, leveraged buyout, or otherwise, and whether or not this Lease or those assets are formally assigned or hypothecated — that reduces or will reduce the Net Worth of Tenant by more than 25%. That reduction shall be measured against the greatest of the Net Worth of Tenant as represented at the execution of this Lease, as represented at the most recent assignment to which Landlord consented, or as it existed immediately before the transaction or transactions effecting the reduction. "Net Worth of Tenant" means Tenant's net worth, determined under generally accepted accounting principles and excluding any guarantor. **(d) De minimis use.** The use of a de minimis portion of the Premises, being 20 square feet or less, by a third-party vendor for the installation of a vending machine or payphone does not constitute a subletting.

11.2 Consent Procedure. **(a) Request, information, and fee.** A request for consent shall be made in writing and shall include the information Landlord requires to evaluate the proposed assignee's or sublessee's financial and operational responsibility and suitability, including its intended use of the Premises and any modification of the Premises that use would require, and shall be accompanied by a fee of $500 in consideration of Landlord's review and processing of the request. Tenant shall furnish such further information and documentation as Landlord reasonably requests. **(b) Withholding for Default.** Landlord may reasonably withhold consent if Tenant is in Default at the time the request is made. **(c) Scope of consent.** A consent granted to a particular assignment or subletting does not extend to any subsequent assignment or subletting. **(d) Options.** A consent to an assignment or subletting does not transfer to the assignee or sublessee any Option granted to the original Tenant under this Lease; an Option transfers only if Landlord specifically consents to that transfer in writing, as further provided in Article 21. **(e) Tenant's exclusive remedy.** Tenant's exclusive remedy for any breach by Landlord of Section 11.1 or this Section 11.2 is compensatory damages, injunctive relief, or both.

11.3 Transfer Without Consent. An assignment or subletting made without the consent required by this Article shall be, at Landlord's option, either a Default curable after notice as provided in Article 12, or a non-curable Breach requiring neither notice nor grace period. If Landlord elects to treat the transfer as a non-curable Breach, Landlord may either (i) terminate this Lease, or (ii) upon 30 days' written notice, increase the monthly Base Rent and the Percentage Rent rate to 110% of the amounts then in effect. Where Landlord makes that adjustment, two further adjustments take effect automatically: the exercise price under any option to purchase the Premises held by Tenant increases to 110% of the price previously in effect, and every rental adjustment, whether fixed or non-fixed, scheduled for the remainder of the Term increases to 110% of the amount otherwise scheduled.

11.4 Terms Applicable to Any Transfer. **(a) No release; continuing liability.** No assignment or subletting, whether or not Landlord consents to it, shall take effect unless the assignee or sublessee has expressly assumed Tenant's obligations under this Lease in writing; and no assignment or subletting shall release Tenant from any obligation under this Lease or alter Tenant's primary liability for the payment of Rent and the performance of its other obligations. **(b) Acceptance pending approval.** Landlord may accept Rent or other performance of Tenant's obligations from a person other than Tenant while a proposed assignment is pending approval or disapproval. Neither that acceptance nor any delay in approving or disapproving the assignment shall waive or estop Landlord's right to exercise its remedies for a Default or Breach by Tenant. **(c) Direct recourse.** Upon any Default or Breach by Tenant, Landlord may proceed directly against Tenant, any Guarantor, or any other person responsible for Tenant's obligations, including any assignee or sublessee, without first exhausting its remedies against any other responsible person or entity or against any security Landlord holds. **(d) Assumption by transferee.** Any person who accepts an assignment, enters into a sublease, or takes possession of all or any part of the Premises shall, by virtue of that act, be deemed to have assumed and agreed to perform each term, covenant, condition, and obligation of Tenant under this Lease for the duration of the assignment or sublease, except any obligation that is contrary to or inconsistent with a provision of an assignment or sublease to which Landlord has specifically consented in writing.

11.5 Additional Terms Applicable to Subletting. The following provisions apply to any subletting of all or any part of the Premises and are deemed incorporated into every sublease, whether or not expressly set forth in it. **(a) Assignment of sublease rent.** Tenant assigns to Landlord all of Tenant's interest in the Rent payable under any sublease, and Landlord may collect that Rent and apply it toward Tenant's obligations under this Lease; provided that Tenant may continue to collect that Rent until a Breach occurs in Tenant's performance. If Landlord's collections exceed Tenant's then-outstanding obligations, Landlord shall refund the excess to Tenant. Neither this assignment of the sublease nor Landlord's collection of Rent shall render Landlord liable to the sublessee for any failure of Tenant to perform its obligations to the sublessee. Tenant irrevocably directs each sublessee, upon written notice from Landlord that a Breach exists in Tenant's performance under this Lease, to pay to Landlord all Rent then due and thereafter becoming due under the sublease; and the sublessee shall be entitled to rely on that notice and shall pay accordingly, without any obligation or right to inquire whether the Breach in fact exists, and notwithstanding any contrary claim by Tenant. **(b) Attornment.** Upon a Breach by Tenant, Landlord may, at its option, require the sublessee to attorn to Landlord, in which event Landlord shall assume the sublessor's obligations under the sublease from the time Landlord exercises that option until the sublease expires; provided that Landlord shall not be liable for any prepaid rent or security deposit paid by the sublessee to the sublessor, or for any prior Default or Breach of the sublessor. **(c) Landlord's consent required.** Any matter requiring the sublessor's consent under a sublease also requires the consent of Landlord. **(d) No further transfer.** No sublessee shall further assign or sublet all or any part of the Premises without Landlord's prior written consent. **(e) Sublessee's right to cure.** Landlord shall deliver to the sublessee a copy of any notice of Default or Breach given to Tenant, and the sublessee shall have the right to cure Tenant's Default within the grace period, if any, stated in that notice. A sublessee that cures a Default shall have a right of reimbursement from, and offset against, Tenant for the amount cured.

11.6 Effect of Termination on Subleases. Unless Landlord states otherwise in writing, the voluntary or other surrender of this Lease by Tenant, the mutual termination or cancellation of this Lease, or Landlord's termination of this Lease for a Breach by Tenant automatically terminates every sublease or lesser estate in the Premises; provided that Landlord may instead elect to continue any one or more of the existing subtenancies. If, within 10 days after such an event, Landlord does not elect otherwise by written notice to the holder of a lesser interest, Landlord is deemed to have elected that the event terminate that interest.

ARTICLE 12. DEFAULT AND REMEDIES.

12.1 Default and Breach Defined. This Lease uses two terms for Tenant's nonperformance. A "Default" is any failure by Tenant to observe or perform a term, covenant, condition, or Rule or Regulation of this Lease. A "Breach" is a Default of one of the kinds described below that Tenant does not cure within the grace period, if any, allowed for it. **(a) Abandonment.** Tenant vacates or abandons the Premises. Ceasing to operate the business at the Premises for five consecutive days is, by itself, a vacating of the Premises. **(b) Nonpayment and safety failures.** Tenant fails, and remains in failure for three business days after written notice, to pay any Rent or Security Deposit as and when due (whether owed to Landlord or to a third party), to furnish reasonable proof of insurance or a surety bond, or to meet any obligation whose nonperformance endangers or threatens life or property. **Landlord's acceptance of part of a Rent or Security Deposit payment preserves, and does not waive, all of Landlord's rights, including its right to regain possession of the Premises.** **(c) Denial of access; waste, nuisance, or illegal activity.** Tenant refuses Landlord or its agents access to the Premises, or commits waste, a public or private nuisance, or an illegal act at the Premises, and does not cease within three business days after written notice. Should waste, a nuisance, or an illegal act recur, Landlord may treat the repetition as a non-curable Breach rather than a Default. **(d) Failure to deliver required documents.** Tenant fails, for 10 days after written notice, to deliver any of the following: (i) reasonable written proof that it complies with the Applicable Requirements; (ii) the service contracts required under Section 6.3(a); (iii) a rescission of an assignment or subletting made without consent; (iv) an Estoppel Certificate or financial statements; (v) a subordination Landlord has requested; (vi) evidence concerning any guaranty or Guarantor; (vii) any other document this Lease obligates Tenant to produce on request; (viii) material safety data sheets; or (ix) any other information or documentation Landlord may reasonably require under this Lease. **(e) Other Defaults.** Tenant commits a Default under this Lease, or under the Rules and Regulations adopted pursuant to Section 2.8, that is not addressed in subsections (a) through (d) and that persists for 30 days after written notice; provided that, where a cure cannot reasonably be completed in 30 days, no Breach arises if Tenant begins to cure within the 30 days and then pursues the cure diligently to completion. **(f) Insolvency events.** Any of the following occurs: (i) Tenant makes a general assignment or arrangement for the benefit of creditors; (ii) Tenant becomes a "debtor" within the meaning of 11 U.S.C. § 101 or any successor statute, except that an involuntary petition dismissed within 60 days is disregarded; (iii) a trustee or receiver takes possession of substantially all of Tenant's assets at the Premises or of Tenant's interest in this Lease, and possession is not restored to Tenant within 30 days; or (iv) substantially all of those assets or that interest are attached, executed upon, or otherwise judicially seized, and the seizure is not discharged within 30 days. To the extent any part of this subsection conflicts with applicable law, that part is inoperative and the remainder remains in effect. **(g) False financial statement.** Landlord discovers that a financial statement Tenant or any Guarantor furnished to Landlord was materially false. **(h) Guarantor default.** The performance of Tenant's obligations is guaranteed, any of the following occurs, and Tenant does not restore the lost credit support within 60 days after written notice of the event: (i) a Guarantor dies; (ii) a Guarantor's liability under its guaranty ends otherwise than as the guaranty permits; (iii) a Guarantor becomes insolvent or the subject of a bankruptcy filing; (iv) a Guarantor refuses to honor its guaranty; or (v) a Guarantor repudiates its guaranty in advance. Tenant restores the credit support by furnishing written assurance or security that, added to Tenant's own resources at the time, matches or exceeds the combined resources of Tenant and the Guarantors as they stood when this Lease was executed.

12.2 Landlord's Right to Perform Tenant's Obligations. Where Tenant fails to carry out an affirmative duty under this Lease, Landlord may carry it out for Tenant's account — on 10 days' written notice, or at once and without notice in an emergency — including by procuring any bond, insurance, or governmental license, permit, or approval reasonably needed. Tenant shall reimburse Landlord, on billing, an amount equal to 115% of the costs and expenses Landlord incurs in doing so.

12.3 Landlord's Remedies on a Breach. On a Breach, Landlord may pursue any of the following, in addition to and without giving up any other right or remedy the Breach affords it, and with or without further notice or demand: **(a) Termination and recovery of damages.** Landlord may end Tenant's right to possession by any lawful means, whereupon this Lease terminates and Tenant shall at once surrender the Premises. Landlord may then recover from Tenant: (i) the unpaid Rent that had accrued as of termination; (ii) the amount, measured as of the award, by which the Rent that would have accrued from termination to the award exceeds the portion of that loss Tenant proves it could reasonably have avoided; (iii) the amount, measured as of the award, by which the Rent that would have accrued over the remainder of the Term after the award exceeds the portion of that loss Tenant proves it could reasonably have avoided, reduced to present value using a discount rate equal to the discount rate of the Federal Reserve Bank for the district in which the Premises lie, in effect on the award date, plus one percentage point; and (iv) every other amount required to compensate Landlord for the detriment Tenant's nonperformance proximately causes, or that would ordinarily be expected to result from it, among them the cost of retaking the Premises, the cost of reletting (including any needed refurbishment or alteration), reasonable attorneys' fees, and the share of any leasing commission Landlord paid on this Lease that corresponds to the unexpired Term. That Landlord acts to mitigate its damages does not waive Landlord's right to any damages to which it is otherwise entitled. Where Landlord obtains termination through the provisional remedy of unlawful detainer, it may recover the unpaid Rent and damages available in that action or reserve them for a separate suit; and where the notice and grace period called for by Section 12.1 have not already run, a statutory notice to pay rent or quit, or to perform or quit, serves also as the notice required by Section 12.1, the two grace periods run together, and Tenant's failure to cure within the longer of them is at once an unlawful detainer and a Breach carrying the remedies of this Lease and of the statute. **(b) Continuation of the Lease.** Landlord may instead keep this Lease in force, preserve Tenant's right to possession, and collect the Rent as it comes due, and Tenant may assign or sublet subject only to reasonable limitations. Landlord's upkeep of the Premises, its efforts to relet, and its obtaining a receiver to protect its interest do not, in themselves, terminate Tenant's right to possession. **(c) Additional remedies; survival of indemnities.** Landlord may also invoke any other remedy available under the law or judicial decisions of the state in which the Premises are located. No expiration or termination of this Lease, and no end of Tenant's right to possession, releases Tenant from its indemnity obligations under this Lease as to anything arising or accruing during the Term or out of Tenant's occupancy of the Premises.

12.4 Recapture of Inducements. Every concession Landlord extended to induce Tenant to enter into this Lease — free or reduced rent or other charges, the cost of any tenant improvements Landlord funded or built, and any cash bonus, inducement, or other consideration Landlord gave to or for Tenant (each, an "Inducement Provision") — is granted on the condition that Tenant fully and faithfully performs this Lease. Upon a Breach, every Inducement Provision lapses automatically, and the value of whatever rent, charge, bonus, inducement, or consideration Landlord forgave or provided under it becomes immediately due and payable, notwithstanding any later cure by Tenant. Landlord's later acceptance of rent, or Tenant's cure of the triggering Breach, does not restore an Inducement Provision unless Landlord expressly so states in writing at the time of acceptance.

12.5 Late Charges and Interest. **(a) Late charge.** Tenant acknowledges that late payment of Rent causes Landlord to incur costs that this Lease does not contemplate and that are difficult to quantify, such as processing and accounting expense and any late charge a Lender imposes on Landlord. If any Rent reaches Landlord more than five days after its due date, Tenant shall pay Landlord at once, and without need of notice, a one-time late charge (the "Late Charge") equal to the greater of 10% of the overdue sum or $100, which the Parties accept as a fair and reasonable estimate of Landlord's resulting cost. Landlord's collecting the Late Charge does not waive Tenant's Default or Breach as to the overdue sum or foreclose any other right or remedy. If a Late Charge falls due, whether or not collected, for three consecutive installments of Base Rent, Landlord may require, despite anything else in this Lease, that Base Rent thereafter be paid quarterly in advance. **(b) Interest.** Every monetary sum owed to Landlord under this Lease, other than a Late Charge, that is not paid when due bears interest (the "Interest") from the thirty-first day after its due date, at 10% per year but never above the highest rate the law allows. Interest is owed in addition to any Late Charge.

12.6 Breach by Landlord. **(a) Notice and opportunity to cure.** Landlord is in breach of this Lease only if it fails to perform an obligation within a reasonable time, which is never less than 30 days after Landlord — and any Lender whose name and address Tenant has received in writing for the purpose — is given written notice identifying the unperformed obligation; except that, if the obligation reasonably takes more than 30 days to perform, Landlord avoids breach by beginning performance within the 30 days and pursuing it diligently to completion. **(b) Tenant's self-help and offset.** If neither Landlord nor a Lender cures within that 30-day period, or begins and then fails to pursue the cure diligently, Tenant may perform the cure at its own cost and recover the reasonable cost by deducting it from Rent, except that the deduction may not exceed the greater of one month's Base Rent or the Security Deposit; and Tenant retains its right to recover any excess from Landlord. Tenant shall document the cost of the cure and provide the documentation to Landlord.

12.7 Non-Waiver. **(a)** Landlord's waiver of any Default or Breach of a term, covenant, or condition of this Lease operates only as to the specific matter waived; it extends neither to any other term, covenant, or condition nor to any later Default or Breach of the same or a different one. Nor does Landlord's consent to or approval of an act dispense with the need for Landlord's consent to or approval of any later or similar act, or estop Landlord from enforcing any provision of this Lease that requires its consent. **(b)** Landlord's acceptance of Rent does not waive any Default or Breach by Tenant. Landlord may apply any payment it receives against sums or damages owed to it regardless of any qualification or condition Tenant purports to attach, and no such qualification or condition binds Landlord unless Landlord has agreed to it in writing at or before the payment is deposited. **(c)** The Parties intend the terms of this Lease to control every matter within their scope, and each Party waives any present or future statutory provision to the extent it conflicts with this Lease.

12.8 Cumulative Remedies. The remedies and elections this Lease affords are not exclusive; each is cumulative, so far as possible, with every other remedy available at law or in equity.

ARTICLE 13. EMINENT DOMAIN.

13.1 Termination and Rent Reduction. "Condemnation," as used in this Article, means the taking of all or any part of the Premises through the exercise of the power of eminent domain, together with any sale made under threat of that power. This Lease shall expire as to any portion of the Premises so taken upon the earlier of the condemnor's acquisition of title or its taking of possession. If the taking encompasses more than 10% of the floor area of the Premises, or more than 25% of the parking spaces serving the Premises, Tenant may terminate this Lease in its entirety as of the date possession is taken, provided that Tenant delivers written notice of that election within 10 days after Landlord gives written notice of the taking or, if Landlord gives no such notice, within 10 days after possession is taken. Absent such an election, this Lease shall remain in effect as to the balance of the Premises, and the Base Rent shall abate in the same proportion as the taking reduces the usefulness of the Premises to Tenant.

13.2 Awards and Compensation. Landlord shall own every award or payment arising from a Condemnation, whether attributed to the diminished value of the leasehold, to the value of the portion taken, or to severance damages. Tenant, however, may retain any amount the condemnor allocates specifically to Tenant's relocation costs, lost business goodwill, or Trade Fixtures, whether or not this Lease is terminated under this Article. Solely for the purposes of a Condemnation, any Alterations and Utility Installations that Tenant has made to the Premises shall be regarded as Tenant's property, and Tenant may retain any award attributable to them.

13.3 Restoration of the Remaining Premises. Where a Condemnation leaves this Lease in effect, Landlord shall restore the damage that the Condemnation caused to the remaining Premises.

ARTICLE 14. BROKERAGE.

14.1 Representations Concerning Brokers; Indemnity. Each Party represents and warrants to the other that it has engaged no broker, agent, finder, or other intermediary in connection with this Lease apart from the Brokers, if any, and that no person other than the named Brokers may claim a commission or finder's fee arising out of this Lease. Each Party shall defend, indemnify, and hold the other harmless against any claim for a commission, fee, or similar charge asserted by any intermediary the indemnifying Party is alleged to have engaged, together with the reasonable costs, expenses, and attorneys' fees of resisting that claim.

14.2 Additional Commissions. In addition to the amounts owed under Section 1.14, Landlord shall owe the Brokers a further fee, calculated under the Brokers' fee schedule in effect when this Lease was signed, in any of the following circumstances: (a) Tenant exercises an Option; (b) Tenant, or a person affiliated with Tenant, acquires from Landlord an interest in the Premises or in any other premises Landlord owns in the Center; (c) Tenant remains in the Premises after this Lease expires with Landlord's consent; or (d) the Base Rent rises, whether by agreement or through an escalation clause of this Lease. This Section prevails over any conflicting earlier agreement.

14.3 Binding Effect; Third-Party Beneficiaries. A purchaser or transferee of Landlord's interest in this Lease takes that interest subject to, and is deemed to assume, Landlord's obligations under this Article. The Brokers may enforce, as third-party beneficiaries, Section 1.14, this Article (including the disclaimer in Section 14.5), and Section 18.7 (Attorneys' Fees). Tenant's Broker may likewise enforce, as a third-party beneficiary and solely to collect a brokerage fee owed to it, any commission agreement between Landlord and Landlord's Broker.

14.4 Nonpayment of Broker Fees. A brokerage fee that Landlord does not pay when due shall bear Interest. Should Landlord fail to pay Tenant's Broker an amount when due, Tenant's Broker may notify Landlord and Tenant of the failure in writing; and if payment is still not made within 10 days after that notice, Tenant may pay its Broker directly and deduct the amount so paid from Rent.

14.5 Entire Agreement; Broker Disclaimer. This Lease is the complete and exclusive statement of the Parties' agreement on every subject it addresses, and it supersedes every prior or contemporaneous agreement or understanding on those subjects. As between each Party and the Brokers, each Party confirms that, in assessing the other Party's character, quality, and financial responsibility, and in assessing the use, character, and quality of the Premises, it has relied solely on its own investigation; and the Brokers bear responsibility neither for those matters nor for any default or breach of this Lease by either Party.

14.6 Agency Relationship Disclosure. Before entering discussions with a real estate agent about a transaction, a Landlord or Tenant should understand what agency relationship or representation it has with each agent involved. Landlord and Tenant acknowledge that the Brokers in this transaction have advised them as follows. Every agent in the transaction, whomever the agent represents, owes to both Landlord and Tenant: (1) the diligent exercise of reasonable skill and care in carrying out the agent's duties; (2) honest and fair dealing and good faith; and (3) disclosure of all facts known to the agent that materially affect the value or desirability of the property and that the Parties do not know and could not discover through diligent attention and observation. No agent, however, is obligated to disclose to either Party confidential information obtained from the other that lies outside these three duties. Beyond those shared duties, each form of representation carries a fiduciary duty of utmost care, integrity, honesty, and loyalty, owed as follows: - an agent acting for Landlord under a listing agreement, or that agent's subagent, owes that fiduciary duty to Landlord; - an agent acting for Tenant owes that fiduciary duty to Tenant, and remains Tenant's agent rather than Landlord's even if the agent's compensation comes wholly or partly from Landlord by agreement; and - an agent representing both Parties, whether directly or through associate licensees — which is lawful only with the knowledge and consent of both — owes that fiduciary duty to each. Such a dual agent may not, without the affected Party's express permission, disclose to the other Party confidential information, such as a Party's financial position, motivations, or bargaining position, or any other personal information bearing on the rent, including Landlord's willingness to accept less than the listed rent or Tenant's willingness to pay more than the rent offered. None of these duties relieves Landlord or Tenant of the responsibility to protect its own interests, and each Party should read every agreement carefully to confirm that it expresses that Party's understanding of the transaction. An agent is qualified to advise on real estate but not on law or taxes; for those, each Party should consult a competent professional, and both Parties are encouraged to obtain tax advice, since the federal and state tax consequences of a transaction can be complex and subject to change.

14.7 Limitation on Broker Liability. No claim against a Broker for breach of duty, error, or omission relating to this Lease may be brought more than one year after the Start Date, and a Broker's total liability on any such claim — including court costs and attorneys' fees — shall not exceed the fee that Broker received under this Lease. Neither limitation applies to a Broker's gross negligence or willful misconduct.

14.8 Confidential Communications. If either Party gives the Brokers a communication or information that Party regards as confidential, it shall identify that communication or information to the Brokers as "Confidential."

ARTICLE 15. ESTOPPEL CERTIFICATES AND FINANCIAL STATEMENTS.

15.1 Estoppel Certificate on Request. On 10 days' written notice from either Party (the "Requesting Party"), the other Party (the "Responding Party") shall sign, acknowledge, and return to the Requesting Party a certificate (an "Estoppel Certificate"), in a form consistent with customary commercial practice, that addresses the status of this Lease and includes any further confirmations or information the Requesting Party reasonably specifies.

15.2 Failure to Deliver. If the Responding Party does not sign and return the Estoppel Certificate within those 10 days, the Requesting Party may itself issue an Estoppel Certificate certifying that (i) this Lease remains in effect and unmodified except as the Requesting Party states; (ii) the Requesting Party is not in uncured default; and (iii) where Landlord is the Requesting Party, no more than one month's rent stands prepaid. A prospective purchaser or lender may rely on that certificate, and the Responding Party may not afterward dispute the facts it recites. Tenant additionally recognizes that withholding a requested Estoppel Certificate would subject Landlord to burdens and costs this Lease does not anticipate and that would be difficult to measure. For that reason, if Tenant fails to sign and return a requested Estoppel Certificate on time, the monthly Base Rent shall rise automatically, and without notice to Tenant, by the greater of 10% of the then-current Base Rent or $100 for the remainder of the Term — an amount the Parties accept as a fair and reasonable measure of the added burden and cost. That increase neither excuses Tenant's Default or Breach in failing to deliver the certificate nor limits any other right or remedy of Landlord.

15.3 Financial Statements. To enable Landlord to finance, refinance, or sell the Premises or any part of them, Tenant and every Guarantor shall, within 10 days after Landlord's written request, furnish to any prospective lender or purchaser that Landlord names the financial statements that lender or purchaser reasonably requires, which shall include Tenant's financial statements for the three preceding years. Any recipient shall keep those statements confidential and shall use them only for the purpose described in this Section.

15.4 Guarantor. If the performance of Tenant's obligations under this Lease is guaranteed, each Guarantor identified in Section 1.15 shall execute and deliver a written guaranty in a form reasonably required by Landlord and consistent with customary commercial practice. It constitutes a Default by Tenant if any Guarantor fails or refuses, upon Landlord's request, to deliver any of the following: (a) evidence of the due execution of the guaranty, including evidence of the authority of the person signing on the Guarantor's behalf to bind the Guarantor and, where the Guarantor is a corporation, a certified copy of a resolution of its board of directors authorizing the guaranty; (b) the Guarantor's current financial statements; (c) an Estoppel Certificate; or (d) written confirmation that the guaranty remains in effect.

ARTICLE 16. LANDLORD'S INTEREST AND LIABILITY.

16.1 Definition of Landlord; Transfer of Interest. "Landlord" refers to whoever holds, at any given time, the fee title to the Premises or, if this Lease is a sublease, the tenant's interest under the overlease. When Landlord conveys that title or interest, Landlord shall deliver to its successor, in cash or as a credit, any portion of the Security Deposit not already applied; and once it has done so, the conveying Landlord is discharged from every obligation and covenant of Landlord that falls due after the conveyance. Accordingly, each obligation and covenant of Landlord under this Lease binds only the person who holds the position of Landlord, as so defined, while that obligation or covenant is to be performed.

16.2 Limitation of Liability. No obligation of Landlord under this Lease is a personal obligation of Landlord or of any partner, member, director, officer, or shareholder of Landlord. To satisfy any liability of Landlord under this Lease, Tenant shall resort only to the Center, and to no other asset of Landlord, and shall not pursue any partner, member, director, officer, or shareholder of Landlord, or the personal assets of any of them.

ARTICLE 17. NOTICES.

17.1 Form and Delivery. Any notice this Lease or applicable law calls for shall be given in writing and may be hand-delivered, sent by courier, dispatched by regular, certified, or registered mail or by U.S. Postal Service Express Mail with postage prepaid, or transmitted by facsimile or email; a notice given by any of those means is duly given. Unless changed as provided below, each Party's address for notice is the one appearing beside its signature to this Lease. A Party may designate a different notice address by written notice to the other, except that once Tenant occupies the Premises, the Premises serve as Tenant's notice address. Each notice to Landlord shall be copied, at the same time and to the address or addresses Landlord designates in writing from time to time, to any additional recipient Landlord names.

17.2 Effectiveness of Notice. A notice takes effect as follows: if sent by registered or certified mail, return receipt requested, on the delivery date recorded on the return receipt or, if none is recorded, on the postmark date; if sent by regular mail, 72 hours after it is properly addressed and deposited with postage prepaid; if sent by U.S. Postal Service Express Mail or by a courier guaranteeing next-day delivery, 24 hours after it is committed to the Postal Service or the courier; and if hand-delivered or sent by facsimile or email, when actually received. A notice that arrives on a Saturday, Sunday, or legal holiday is treated as received on the following business day.

17.3 Notice to Exercise an Option. Section 17.2 notwithstanding, a notice exercising an Option under Article 21 is effective only if sent by a method that yields a receipt fixing the date Landlord received it — such as certified mail with return receipt requested, Express Mail requiring a signature, or a courier requiring a signature.

ARTICLE 18. GENERAL PROVISIONS.

18.1 Severability. Should a court of competent jurisdiction hold any provision of this Lease invalid, the remaining provisions shall continue in full force and effect.

18.2 Time of Essence. Each Party's timely performance and observance of its obligations under this Lease is essential to this Lease, and time is of the essence as to every such obligation.

18.3 Covenants and Conditions. Each provision of this Lease to be observed or performed by Tenant is both a covenant and a condition.

18.4 Construction. Headings and titles are included for the Parties' convenience only and form no part of this Lease. The singular and the plural each include the other where the context requires. This Lease shall be construed according to its fair meaning as a whole, as the joint work of both Parties, and shall not be construed against either Party as its drafter.

18.5 Binding Effect; Governing Law; Venue. This Lease binds the Parties and their respective personal representatives, successors, and assigns. It is governed by the law of the State where the Premises are located, and any litigation between the Parties concerning it shall be filed in the county where the Premises are located.

18.6 Counterparts; Electronic Signatures. This Lease may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. A signature to this Lease affixed by electronic signature or comparable means is valid and binding.

18.7 Attorneys' Fees. If any Party or Broker brings an action or proceeding involving the Premises — whether in tort, contract, or equity, or to declare rights under this Lease — the Prevailing Party in that proceeding, and in any appeal from it, is entitled to reasonable attorneys' fees, which may be awarded in the same suit or recovered in a separate one, whether or not the action is pursued to judgment. A "Prevailing Party" includes a Party or Broker that substantially obtains or defeats the relief sought, whether by compromise, settlement, judgment, or the other Party's or Broker's abandonment of its claim or defense. The award is not to be computed by any court fee schedule but shall fully reimburse the attorneys' fees reasonably incurred. Landlord is also entitled to the attorneys' fees, costs, and expenses it incurs in preparing and serving notices of Default and in related consultations, whether or not a legal action later follows from that Default or the resulting Breach; $200 per occurrence is a reasonable minimum for those services.

18.8 Consents. Every request for a consent under this Lease shall be in writing. Except where this Lease provides otherwise, wherever one Party's consent is required for an act by or for the other, that consent shall not be unreasonably withheld or delayed; but where this Lease commits a consent to a Party's sole discretion, that Party need not meet a standard of reasonableness. Tenant shall pay, on receipt of an invoice and supporting documentation, Landlord's actual reasonable costs and expenses — including architects', attorneys', engineers', and other consultants' fees — incurred in considering or responding to any request by Tenant for Landlord's consent, including consent to an assignment, a subletting, or the presence or use of a Hazardous Substance. Landlord's consent to an act, assignment, or subletting is not an acknowledgment that no Default or Breach exists, nor a waiver of any existing Default or Breach, unless Landlord specifically states otherwise in writing at the time. Landlord's failure to specify a particular condition to its consent does not prevent Landlord from imposing, at the time of consent, such further or other conditions as are then reasonable for the matter at hand. If either Party disagrees with a determination the other makes under this Lease and reasonably asks for the reasons, the determining Party shall give its reasons in writing and in reasonable detail within 10 business days after the request.

18.9 Payment Under Protest. If at any time a dispute arises as to any sum payable by one Party to the other under this Lease, the Party against whom the obligation to pay is asserted may make the payment "under protest." A payment so made shall not be regarded as voluntary, and the paying Party shall retain the right to institute suit for its recovery. If it is thereafter determined that the paying Party was under no legal obligation to pay that sum, or any part of it, the paying Party shall be entitled to recover the sum, or so much of it as it was not legally required to pay. A Party that does not commence suit to recover an amount paid under protest within six months after making the payment shall be deemed to have waived its right to protest that payment.

18.10 Authority to Execute; Multiple Tenants. Where a Party is a corporation, trust, limited liability company, partnership, or other entity, each individual executing this Lease on that Party's behalf represents and warrants that he or she is duly authorized to execute and deliver this Lease on the entity's behalf; and each Party shall, within 30 days after the other's request, deliver satisfactory evidence of that authority. Where two or more persons or entities execute this Lease as Tenant, their liability under this Lease is joint and several. Any one of the persons or entities constituting Tenant is authorized to execute any amendment to this Lease, or any document ancillary to it, so as to bind all of them, and Landlord may rely upon any such instrument as though every person or entity constituting Tenant had executed it.

18.11 No Offer. Neither the preparation of this Lease by a Party or its agent nor the submission of this Lease to the other Party constitutes an offer to lease. This Lease shall become binding only upon its execution and delivery by all Parties.

18.12 Amendments. This Lease may be modified only by a writing signed by the Parties then holding the respective interests of Landlord and Tenant. Provided that the change does not materially alter Tenant's obligations under this Lease, Tenant shall make such reasonable, non-monetary modifications to this Lease as a Lender may reasonably require in connection with obtaining ordinary financing or refinancing of the Premises.

18.13 Conflicting Provisions. Where a conflict exists between the preprinted provisions of this Lease and any provision the Parties have added in typescript or handwriting, the added typewritten or handwritten provision shall control.

18.14 Waiver of Jury Trial; Arbitration. **Each Party waives its right to a trial by jury in any action or proceeding involving the Premises or arising out of this Lease.** The Parties and the Brokers shall be obligated to arbitrate their disputes arising out of this Lease only if an arbitration addendum is attached to and made a part of this Lease; absent such an addendum, no Party or Broker is required to submit any dispute to arbitration.

18.15 Mutual Acknowledgment; No Legal or Tax Advice. Each Party acknowledges that it has carefully read and reviewed this Lease and each of its terms and provisions and, by executing this Lease, manifests its informed and voluntary consent to them. The Parties agree that, as of the execution of this Lease, its terms are commercially reasonable and effectuate the Parties' intent and purpose with respect to the Premises. Neither the Brokers nor any preparer or publisher of this form makes any representation or recommendation as to the legal sufficiency or legal effect of this Lease or the tax consequences of the transaction to which it relates. The Parties are urged to obtain the advice of counsel as to the legal and tax consequences of this Lease, and to retain appropriate consultants to review and investigate the condition of the Premises — including the possible presence of Hazardous Substances, the zoning of the Premises, the structural integrity of the improvements, the condition of the roof and operating systems, compliance with the Americans with Disabilities Act, and the suitability of the Premises for Tenant's intended use. Because the requirements of law vary among jurisdictions, the Parties should further confirm that this Lease complies with the law of the state in which the Premises are located and revise its provisions as necessary to achieve that compliance.

ARTICLE 19. HOLDOVER. Tenant has no right to hold over. Tenant's right to possess the Premises, in whole or in part, ends upon the expiration or termination of this Lease, and by that time Tenant shall have returned exclusive possession to Landlord. "Exclusive possession," as used here and in Section 12.1(a), means that Tenant has vacated the Premises, removed all of its personal property, and returned the Premises in the condition this Lease requires. If Tenant fails to return exclusive possession on time, Landlord's damages for the holdover period shall be measured by the Rent (as defined in Section 4.1) owed for the last full month before the expiration or termination of this Lease — disregarding any temporary abatement then in effect — except that the Base Rent and the Percentage Rent rate shall be 150% of the amounts payable in that month. Nothing in this Article constitutes Landlord's consent to a holdover by Tenant.

ARTICLE 20. SUBORDINATION, ATTORNMENT, AND NON-DISTURBANCE.

20.1 Defined Terms. For purposes of this Article: a "Security Device" is any ground lease, mortgage, deed of trust, assignment of rents, or comparable financing or security instrument that now encumbers, or is hereafter recorded against, the Premises or the Center, together with every advance secured by it and every renewal, modification, consolidation, replacement, or extension of it; and a "Lender" is the holder, mortgagee, beneficiary, or ground lessor entitled to enforce a Security Device, together with any successor to that interest.

20.2 Priority of This Lease. This Lease is and shall remain subordinate to each Security Device, such that the lien of every Security Device is and remains superior to Tenant's leasehold estate, subject to the following provisions. **(a) Future Security Devices.** With respect to any Security Device recorded after the date of this Lease, Tenant's subordination shall become effective only upon the Lender's delivery to Tenant of a commercially reasonable written agreement (a "Non-Disturbance Agreement") providing that, for so long as Tenant commits no Breach, neither the Lender nor any party acquiring the Premises through the Security Device shall disturb Tenant's possession or the other rights conferred by this Lease. **(b) Existing Security Devices.** With respect to any Security Device already recorded as of the execution of this Lease, Landlord shall, for a period of 60 days following Tenant's written request, exercise commercially reasonable efforts to obtain a Non-Disturbance Agreement from the Lender; and if Landlord does not obtain one within that period, Tenant may thereafter communicate directly with the Lender to seek such an agreement. **(c) Election of superiority.** A Lender may at any time, by written notice to Tenant, subordinate its Security Device to this Lease, in which event this Lease shall be superior to that Security Device without regard to their respective dates of recordation.

20.3 Attornment upon Transfer. Should any party acquire the Premises or the Center through the enforcement of a Security Device — whether by foreclosure, by deed given in lieu of foreclosure, or by termination of a ground lease to which this Lease is subordinate (each, a "Successor") — Tenant shall attorn to and recognize the Successor as its landlord under this Lease, which shall continue in full force between them as a direct lease without the necessity of executing any new instrument, provided that the Successor does not disturb Tenant's possession in accordance with Section 20.2. Upon such transfer, the transferring Landlord shall be discharged from every obligation of Landlord accruing thereafter, and the Successor shall be responsible for the obligations of Landlord only with respect to matters arising during its ownership of the Premises. In no event shall the Successor be (i) liable for any act, omission, or default of any predecessor landlord; (ii) subject to any credit, offset, or defense that Tenant may have possessed against any predecessor landlord; (iii) bound by any Rent prepaid to a predecessor landlord more than one month in advance; or (iv) responsible for any Security Deposit not actually delivered to the Successor.

20.4 Effectiveness; Further Assurances. The provisions of this Article are self-operative and shall take effect without the execution of any further instrument. Tenant shall nonetheless, within 10 days after written request from Landlord, a Lender, or a Successor, execute and deliver such additional commercially reasonable instruments as are reasonably requested to confirm the subordination, attornment, and non-disturbance provided for in this Article.

ARTICLE 21. OPTIONS.

21.1 Nature and Scope of an Option. The provisions of this Article apply to any Option this Lease confers on Tenant. An "Option" is any right this Lease grants Tenant to extend, shorten, or renew the Term, or to extend, shorten, or renew the term of any other lease Tenant holds on property of Landlord; any right of first offer or first refusal to lease the Premises or other property of Landlord; and any right to purchase, or right of first offer or first refusal to purchase, the Premises or other property of Landlord. Each such Option is personal to the original Tenant. It may not be assigned, whether independently or as part of an assignment of this Lease, and it may be exercised only by the original Tenant while that Tenant remains in full possession of the Premises. Landlord may condition any exercise on Tenant's written certification that Tenant does not then intend to assign this Lease or to sublet the Premises.

21.2 Conditions to a Valid Exercise. Where Tenant holds successive Options to extend or renew, each may be exercised only in the order granted, and Tenant may not exercise a later Option unless it has validly exercised every Option that precedes it. In addition, Tenant may not exercise any Option, and no attempted exercise shall be effective, (a) at any time after Landlord has given a notice of Default and before that Default is cured; (b) at any time while any Rent remains unpaid, whether or not Landlord has given notice of the delinquency; (c) at any time while Tenant is in Breach; or (d) where Landlord has served three or more notices of separate Default within the 12 months preceding the attempted exercise, without regard to whether those Defaults were cured. A period during which Tenant is precluded from exercising an Option by operation of this Section shall not, on that account, be extended or enlarged.

21.3 Termination of an Option After Exercise. Notwithstanding Tenant's due and timely exercise of an Option, the Option shall nonetheless lapse, and the extension or purchase it contemplates shall not be consummated, if, in the interval between the exercise and either the commencement of the extended term or the closing of the purchase, Tenant either (a) fails to pay any Rent for 30 days after its due date, without any requirement that Landlord demand payment, or (b) commits a Breach.