|
be performed by Lessor. for purposes of this Paragraph, a reasonable time shall In no event be less than 30 days after receipt by Lessor, and any Lender whose name
<br />and address shall have been furnished to Lessee in writing for such purpose, of written notice specifying wherein such obligation of Lessor has not been performed;
<br />provided, however, that B the nature of Lessor's obligation Is such that more than 30 days are reasonably required for its performance, then Lessor shall not be in
<br />breach if performance is commenced within such 30 day period and thereafter diligently pursued to completion.
<br />(b) Performance by lessee on BehaRof Lessor. In the eventthat neither Lessor nor Lender cures said breach within 30 days after receipt of said notice,
<br />or if having commenced said cure they do not diligently pursue it to completion, then Lessee may elect to cure said breach at Lessee's expense and offset from Rent
<br />the actual and reasonable cost to perform such cure, provided however, that such offset shall not exceed an amount equal to the greater of one month's Base Rent or
<br />the Security Deposit, reserving Lessee's right to seek reimbursement from Lessor for any such expense in excess of such offset. Lessee shall document the cost of said
<br />cure and supply said documentation to Lessor.
<br />14. Condemnation. If the Premises or any portion thereof are taken under the power of eminent domain or sold under the threat of the exercise of said power
<br />(collectively "Condemnation"), this Lease shall terminate as to the part taken as of the date the condemning authority takes tide or possession, whichever Rest occurs.
<br />If more than 10% of the Building, or more than 25% of that portion of the Premises not occupied by any building, is taken by Condemnation, Lessee may, at Lessee's
<br />option, to be exercised in writing within 10 days after Lessor shall have given Lessee written notice of such taking (or in the absence of such notice, within 10 days
<br />after the condemning authority shall have taken possession) terminate this Lease as of the date the condemning authority takes such possession. If Lessee does not
<br />_terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and effect as to the portion of the Premises remaining, except that the Base
<br />Rent shall be reduced in proportion to the reduction In utility of the Premises caused by such Condemnation. Condemnation awards and/or payments shall be the
<br />property of Lessor, whether such award shall be made as compensation for diminution in value of the leasehold, the value of the part taken, or for severance
<br />damages; provided, however, that Lessee shall be entitled to any compensation paid by the condemnor for Lessee's relocation expenses, loss of business goodwill
<br />anti/or Trade Fixtures, without regard to whether or not this Lease Is terminated pursuant to the provisions of this Paragraph. All Alterations and Utility Installations
<br />made to the Premises by Lessee, for purposes of Condemnation onty, shall be considered the property of the Lessee and Lessee shall be entitled to any and all
<br />compensation which Is payable therefor. In the event that this Lease is not terminated by mason of the Condemnation, Lessor shall repair any damage to the
<br />Premisescaused by such Condemnation.
<br />15. Brokerage Fees.
<br />15.1 Additional Commission. In addition to the payments owed pursuant to Paragraph 1.9 above, Lessor agrees that: (a) if Lessee exercises any Option, (b) if
<br />Lessee or anyone affiliated with lessee acquires any rights to the Premises or other premises owned by Lessor and located within the same Project, If any, within
<br />which the Premises is located, (c) if Lessee remains in possession of the Premises, with the consent of lessor, after the expiration of this Lease, or (d) R Base Rent is
<br />Increased, whether by agreement or operation of an escalation clause herein, then, Lessor shall pay Brokers a fee in accordance with the fee schedule of the Brokers in
<br />effect at the time the Lease was executed.
<br />15.2 Assumption of Obligations. Any buyer or transferee of Lessor's Interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder.
<br />Brokers shall be third party beneficlaries of the provisions of Paragraphs 1.9, 15, 22 and 31. If Lessor falls to pay to Brokers any amounts due as and for brokerage fees
<br />pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amountsto Lessee's Broker when due, Lessee's
<br />Broker may send written notice to Lessor and Lessee of such failure and If Lessor falls to pay such amounts within 10days after said notice, Lessee shall pay said
<br />monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement
<br />entered into by and/or between Lessor and Lessor's Broker for the limited purpose of collecting any brokerage fee owed.
<br />15.3 Representations and Indemnities of Broker Relationships. Lessee and Lessor each represent and warrant to the other that it has had no dealings with any
<br />person, firm, broker or finder (other than the Brokers, if any) in connection with this Lease, and that no one other than said named Broken is entitled to any
<br />commission or finder's fee in connection herewith. Lessee and Lessor do each hereby agree to Indemnify, protect, defend and hold the other harmless from and
<br />against liability for compensation or charges which may be claimed by any such unnamed broker, tinder or other similar party by reason of any dealings or actions of
<br />the indemnifying Party, including any costs, expenses, attorneys' fees reasonably Incurred with respect thereto.
<br />16. Estoppel CortMeaW.
<br />(a) Each Party (as "Respondng Party") shall within 10 days after written notice from the other Party (the "Requesting Party") execute, acknowledge and
<br />defiverto the Requesting Party a statement in writing in form similarto the then most current"Estoppel Certificate" form published BY AIR CRE, plus such additional
<br />Information, confirmation and/or statements as may be reasonably requested by the Requesting Party.
<br />(b) If the Responding Party shall fall to execute or deliver the Estoppel Certificate within such 10 day period, the Requesting Party may execute an
<br />Estoppel Certificate stating that: (i) the Lease is in full force and effect without modification except as may be represented by the Requesting Parry, (R) there are no
<br />uncured defaults in the Requesting Parry's performance, and (ill) if Lessor Is the Requesting Parry, not more than one month's rent has been paid in advance.
<br />Prospective purchasers and encumbrancer may rely upon the Requesting Parry's Estoppel Certificate, and the Responding Party shall be estopped from denying the
<br />truth of the facts contained in said Certificate, In addition, Lessee acknowledges that any failure on its part to provide such an Estoppel Certificate will expose Lessor
<br />to risks and potentially cause Lessor to Incur costs not contemplated by this Lease, the extent of which will be extremely difficult to ascertain. Accordingly, should the
<br />Lessee fail to execute and/or deliver requested Estoppel Certificate in a timely fashion the monthly Base Rent shall be automatically Increased, without any
<br />requirement for notice to Lessee, by an amount equal to 10% of the then existing Base Rent or $100, whichever is greater for remainder of the Lease. The Parties
<br />agree that such increase to Base Rent represents fair and reasonable compensation for the additional risk/costs that Lessor will incur by reason of Lessee's failure to
<br />provide the Estoppel Certificate. Such increase in Base Rent shall in no event constitute a waiver of Lessee's Default or Breach with respect to the failure to provide
<br />the Estoppel Certificate nor prevent the exercise of any of the other rights and remedies granted hereunder.
<br />(c) If Lessor desires to finance,refinance, or sell the Premises, or any part thereof, Lessee and all Guarantors shall within 10 days after written notice
<br />from Lessor deliver to any potential lender or purchaser designated by Lessor such financial statements as may bereasonably required by such lender or purchaser,
<br />Including but not limited to Lessee's financial statements for the past 3 year. All such financial statements shall be received by Lessor and such lender or purchaser in
<br />confidence and shall be used only for the purposes herein set forth.
<br />17. Definition of Lessor. The term "Lessor" as used herein shall mean the owner or owner at the time in question of the fee title to the Premises, or, if this is a
<br />sublease, of the Lessee's Interest in the prior lease. in the event of a transfer of Lessor's title or Interest in the Premises or this Lease, Lessor shall deliver to the
<br />transferee or assignee(in cash or by credit) any unused Security Deposit held by Lessor. Upon such transfer or assignment and delivery of the Security Deposit, as
<br />aforesaid, the prior lessor shall be relieved of all liability with respect to the obligations and/or covenants under this Lease thereafter to be performed by the Lessor.
<br />Subject to the foregoing, the obligations and/or covenants in this Lease to be performed by the Lessor shall be binding only upon the Lessor as hereinabove defined.
<br />10. Severability. The invalidity of any provision of this Lease, as determined by a court of competent jurisdiction, shall in no way affect the validity of any other
<br />provision hereof.
<br />n Page 11 of 16
<br />NMALS Last Edited: 3/14/2024 3:26 PM INITIALS
<br />0 2017 AIR CRE. All Rights Reserved. M-27.20, Revised 11-01-2017
<br />
|