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Lessor's written notice purporting to terminate this Lease, or (h)the day prior to the date upon which such option expires. If Lessee duly exercises such option during
<br />such period and provides Lessor with funds (or adequate assurance thereof) to cover any shortage in insurance proceeds, Lessor shall, at lessor's commercially
<br />reasonable expense, repair such damage as soon as reasonably possible and this Lease shall continue in full force and effect. If Lessee fails to exercise such option and
<br />provide such funds or assumnce during such period, then this Lease shall terminate on the date specified in the termination notice and Lessee's option shall be
<br />extinguished.
<br />9.6 Abatement of Rent; lessee's Remedies.
<br />(a) Abatement. In the event of Premises Partial Damage or Premises Total Destruction Ora Hazardous Substance Condition for which Lessee is not
<br />responsible under this Lease, the Rent payable by Lessee for the period required for the repair, remediation or restoration of such damage shall be abated in
<br />proportion to the degree to which Lessee's use of the Premises is impaired, but not to exceed the proceeds received from the Rental Value insurance. All other
<br />obligations of Lessee hereunder shall be performed by Lessee, and Lessor shall have no liability for any such damage, destruction, remediation, repair or restoration
<br />except as provided herein.
<br />(b) Remedies. If Lessor is obligated to repair or restore the Premises and does not commence, in a substantial and meaningful way, such repair or
<br />restoration within 90 days after such obligation shall accrue, Lessee may, at anytime prior to the commencement of such repair or restoration, give written notice to
<br />Lessor and to any Lenders of which Lessee has actual notice, of Lessee's election to terminate this Lease on a date not less than 60 days following the giving ofsuch
<br />notice. If Lessee gives such notice and such repair or restoration is not commenced within 30 days thereafter, this Lease shall terminate as of the date specified in said
<br />notice. If the repair or restoration is commenced within such 30 days, this Lease shall continue in full force and effect. "Commence" shall mean either the
<br />unconditional authorization of the preparation of the required plans, or the beginning of the actual work on the Premises, whichever first occurs.
<br />9.7 Termination; Advance Payments. Upon termination ofthis Lease pursuant to Paragraph 6.2(g) or Pamgmph 9,an equitable adjustment shall be made
<br />concerning advance Base Rent and any other advance payments made by lessee to Lessor. Lessor shall, in addition, return to Lessee so much of Lessee's Security
<br />Deposit as has not been, or is not then required to be, used by Lessor.
<br />10. Real Property Taxes.
<br />10.1 Definftion. As used herein, the term "Real Property Taxes" shall include anyform of assessment; real estate, general, special, ordinary or extmordinary, or
<br />rental levy or tax (otherthan inheritance, personal income or estate taxes); Improvement bond; and/or license fee imposed upon or levied against any legal or
<br />equitable interest of Lessor in the Premises or the Project, Lessor's right to other income therefrom, and/or Lessor's business of leasing, by any authority having the
<br />direct or indirect power to tax and where the funds are generated with reference to the Building address. Real Property Taxes shall also include any tax, fee, levy,
<br />assessment or charge, or any increase therein: (i) imposed by reason of events occurring during the term of this Lease, including but not limited to, a change in the
<br />ownership of the Premises, and in) levied or assessed on machinery or equipment provided by Lessor to Lessee pursuant to this Lease.
<br />10.2 Payment of Taxes. Lessor shall pay the Real Property Taxes applicable to the Premises provided, however, that Lessee shall pay to Lessor the amount, if
<br />any, by which Real Property Taxes applicable to the Premises increase over the fiscal tax year during which the Commencement Date Occurs ("Tax Increase"). Payment
<br />of any such Tax Increase shall be made by Lessee to Lessor within 30 days after receipt of Lessor's written statement setting forth the amount due and computation
<br />thereof. If any such taxes shall cover any period of time prior to or after the expiration or termination of this Lease, Lessee's share of such taxes shall be prorated to
<br />cover only that portion of the tax bill applicable to the period that this Lease is in effect. In the event Lessee incurs a late charge on any Rent payment, Lessor may
<br />estimate the current Real Property Taxes, and require that the Tax Increase be paid in advance to Lessor by Lessee monthly in advance with the payment of the Base
<br />Rent. Such monthly payment shall be an amount equal to the amount of the estimated installment of the Tax Increase divided by the number of months remaining
<br />before the month in which said installment becomes delinquent. When the actual amount of the applicable Tax Increase is known, the amount of such equal monthly
<br />advance payments shall be adjusted as required to provide the funds needed to pay the applicable Tax Increase. Ifthe amount collected by Lessor is insufficient to pay
<br />the Tax Increase when due, Lessee shall pay Lessor, upon demand, such additional sums as are necessary to pay such obligations. Advance payments may be
<br />intermingled with other moneys of Lessor and shall not bear interest. In the event of a Breach by Lessee in the performance of its obligations under this Lease, then
<br />any such advance payments may be treated by Lessor as an additional Security Deposit.
<br />10.3 Additional Improvements. Notwithstanding anything to the contrary in this Paragraph 10.2, Lessee shall pay to Lessor upon demand therefor the entirety
<br />of any increase in Real Property Taxes assessed by reason of Alterations or Utility Installations placed upon the Premises by Lessee or at Lessee's request or by reason
<br />of any alterations or Improvements to the Premises made by Lessor subsequent to the execution of this Lease by the Parties.
<br />10.4 Joint Assessment If the Premises are not separately assessed, Lessee's liability shall be an equitable proportion of the Tax Increase for all of the land and
<br />improvements included within the tax parcel assessed, such proportion to be conclusively determined by Lessor from the respective valuations assigned in the
<br />assessor's work sheets or such other information as may be reasonably available.
<br />10.5 Personal Property Taxes. Lessee shall pay, prior to delinquency, all taxes assessed against and levied upon Lessee Owned Alterations, Utility Installations,
<br />Trade Fixtures, furnishings, equipment and all personal property of Lessee. When possible, Lessee shall cause its Lessee Owned Alterations and Utility Installations,
<br />Trade Fixtures, furnishings, equipment and all other personal property to be assessed and billed separately from the real property of lessor. If any of Lessee's said
<br />property shall be assessed with Lessor's real property, Lessee shall pay Lessor the taxes attributable to Lessee's property within SO days after receipt of a written
<br />statement setting forth the taxes applicable to Lessee's property.
<br />11. Utilities and Services. Lessee shall pay for all water, gas, heat, light,power,telephone, trash disposal and other utilities and services supplied to the Premises,
<br />together with any taxes thereon. If any such services are not separately metered or billed to Lessee, Lessee shall pay a reasonable proportion, to be determined by
<br />Lessor, of all charges jointly metered or billed. There shall be no abatement of rent and Lessorshall not be liable in any respect whatsoever for the inadequacy,
<br />stoppage, interruption ordiscontinuance of any utility orservice due to riot, strike, labor dispute, breakdown, accident, repair or other muse beyond Lessor's
<br />reasonable control or in cooperation with governmental request or directions.
<br />12. Assignment and Subletting.
<br />12.1 Lessors Consent Required. I d
<br />(a) Lessee shall not voluntarily or by operation of law assign, transfer, mortgage or encumber (collectively, "assign or assignment") or sublet all or any
<br />part of Lessee's interest in this Lease or in the Premises without Lessor's prior written consent.
<br />(b) Unless Lessee is a corporation and its stock is publicly traded on a national stock exchange, a change in the control of Lessee shall constitute an
<br />assignment requiring consent. The transfer, on a cumulative basis, of 25%or more of the voting control of Lessee shall constitute a change in control for this purpose.
<br />(c) The involvement of Lessee or its assets in any transaction, or series of transactions (by way of merger, sale, acquisition, financing, transfer, leveraged
<br />buyout or otherwise), whether or not a formal assignment or hypothecation of this Lease or Lessee's assets occurs, which results or will result in a reduction of the
<br />Net Worth of lessee by an amount greater than 25%of such Net Worth as it was represented at the time of the execution of this Lease or at the time of the most
<br />recent assignment to which Lessor has consented, or as it exists immediately prior to said transaction or transactions constituting such reduction, whichever was or is
<br />greater, shall be considered an assignment of this Lease to which Lessor may withhoM its consent. "Net worth of Lessee" shall mean the net worth of Lessee
<br />(excluding any guarantors) established under generally accepted accounting principles.
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<br />1 ITIALS Last Edited: 3/15/20214:52 PM INITIALS
<br />0 2017AIR CRE. All Rights Reserved. SfG-27.20, Revised 11-01-2017
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