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					LAKE ARROWHEAD VILLAGE
   SHOPPING CENTER
            TENANT:




      ADDRESS OF PREMISES:




            LAV, LLC.
                                          BASIC LEASE PROVISIONS

The terms used in Paragraphs A through S shall have the meaning set forth below for each such term.
Certain other defined terms shall have the meaning set forth elsewhere in the Lease and Exhibits hereto.

A.       Lease Effective Date:                                    , 2002

B.       Landlord: LAV, LLC, a Delaware limited liability company

C.       Tenant:

D.       Tenant’s Trade Name:

E.       Shopping Center:

                   Name:            Lake Arrowhead Village
                   City:            Lake Arrowhead
                   State:           California

F.       Premises:

         The area shown by hatch-marks on Exhibit A containing approximately _____ square feet of
         gross leasable area, having an address of _______________________ and a suite number of
         _______.

G.       Term:

         Approximately __________ (__) months, plus the first partial month, if any, commencing on the
         Rent Commencement Date and ending on the last day of the calendar month ___ months
         following the Rent Commencement Date (the "Lease Expiration Date"). Landlord also grants to
         Tenant ________ additional options to extend the Term as provided in Section 3.3 hereof.

H.       Lease Commencement Date:

         The date Landlord delivers possession of the Premises to Tenant following Substantial
         Completion of Landlord’s Work, if any, as defined in Section 1.3 and Exhibit B of the Lease (or
         the date Landlord would have substantially completed Landlord’s Work had Landlord not been
         prevented from so doing due to delays caused by Tenant).

I.       Rent Commencement Date:

         The earlier of (a) ______ days following the Lease Commencement Date, or (b) the date upon
         which Tenant first opens for business in the Premises.

J.       Minimum Rent:

               Years          Annual Rent per Square         Annual Minimum Rent      Monthly Minimum Rent
                                      Foot




K.       Percentage Rent Rate:

                   Percent ( ) %

L.       Security Deposit:

                                                    /100 Dollars           ($_________)   which shall be paid
         simultaneously with Tenant’s execution hereof.




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M.       Prepaid Rent:

         Simultaneously with Tenant’s execution hereof, Tenant shall prepay the amount of
         _________________/100 Dollars ($_________.___) which is equal to the first month’s Minimum
         Rent and Landlord’s estimate of Tenant’s pro rata share of Common Area Expenses, Tenant’s
         pro rata share of Real Property Taxes and Tenant’s pro rata share of insurance maintained by
         Landlord, which shall be applied to the first month's payment of each of the foregoing charges.

N.       Merchants Association/Promotional Fund Charges:

         Tenant shall pay ____________/100 Dollars ($________) per month toward the Merchant’s
         Association or Promotional Fund as provided in Section 10.4 of the Lease, subject to adjustments
         pursuant to Section 10.4 of this Lease.

O.       Permitted Use:

         Tenant shall use the Premises for


         and for no other purpose whatsoever.

P.       Landlord’s Address for Notices, Telephone Number and Facsimile Number:

         LAV, LLC
                             th
         100 Bush Street, 26 Floor
         San Francisco, CA 94104
         Attention: Scott C. Verges

         With copy to:

         LAV, LLC
         P.O. Box 640 (req’d for U.S. Mail)
         28200 Highway 189, Suite F-240/7
         Lake Arrowhead, CA 92352
         Attention: Property Manager
         Phone: (909) 337-2533


         Landlord's Address for Payment:

         LAV, LLC,
         P.O. Box 60698,
         Los Angeles, CA 90060-0698


Q.       Tenant’s Address for Notices, Telephone Number and Facsimile Number and Billings:




         Attn:
         Phone:
         Facsimile:

         Or after the Lease Commencement Date, the address of the Premises.


R.       Guaranty:

         The performance of Tenant's obligations under this Lease is [is not] guaranteed [by
         ___________ pursuant to a Guaranty in the form attached hereto as Exhibit F].

S.       Brokers:

         Landlord's Broker:

         Tenant's Broker:




EXHIBITS:

         Exhibit A         Site Plan
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         Exhibit B         Construction Provisions
         Exhibit C         Rules and Regulations
         Exhibit D         Commencement Certificate
         Exhibit E         Sign Criteria
         Exhibit F         Guaranty of Lease
         Exhibit G         Estoppel Certificate




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         THIS LEASE AGREEMENT (this “Lease”) is dated and shall be effective as of the Lease
Effective Date specified in Paragraph A and is made by and between the Landlord as defined in
Paragraph B and the Tenant as defined in Paragraph C of the Basic Lease Provisions.

1.      LEASE OF PREMISES

       1.1     Lease and Hiring: Landlord leases to Tenant, and Tenant leases from Landlord, the
Premises described in Paragraph F for the Term defined in Paragraph G, at the rent, and upon the terms,
covenants and conditions contained in this Lease.

          1.2    Initial Improvements: Tenant agrees and acknowledges that Landlord has not agreed
to install any improvements to the Premises or perform any work to ready the Premises for occupancy by
Tenant except as expressly provided in Exhibit B. Tenant acknowledges that Tenant has inspected the
Premises and is relying solely on this inspection and not on any statement made by Landlord or any
agent of Landlord regarding the physical condition of the Premises or the Shopping Center. Tenant
accepts the Premises "as is," in its present condition, subject only to improvements to be made by
Landlord as described in Exhibit B (“Landlord’s Work”). Other than Landlord’s Work, Tenant shall, in
accordance with the provisions of Section 12.2, perform all work necessary to make the Premises ready
for Tenant's Permitted Use (“Tenant’s Work”).

        1.3     Substantial Completion: The term "Substantial Completion of Landlord’s Work" is
defined as the date on which Landlord or Landlord's agent or architect notifies Tenant in writing that
Landlord's Work is substantially complete except for such work as Landlord cannot complete until Tenant
performs portions of Tenant’s Work. Tenant shall, to the extent possible, coordinate with Landlord’s
contractor and architect in order to commence Tenant’s Work prior to Substantial Completion of
Landlord’s Work. Tenant shall diligently pursue to completion the installation of furniture, fixtures,
equipment and Tenant's Work as set forth in Exhibit B, promptly upon Substantial Completion of
Landlord's Work.

         1.4     Site Plan: Exhibit A sets forth a general site plan of the Shopping Center. Landlord
may, in its sole discretion, change the number, locations and dimensions of the buildings, the premises
therein, the driving lanes, driveways, walkways, parking spaces and other improvements. Landlord
reserves the right to make additions and alterations to all buildings and/or the Common Area.

         1.5      Relocation and Cancellation of Lease: If Landlord requires the Premises for use in
conjunction with other premises or for other reasons related to the planning program for the Shopping
Center, Landlord shall have the right to relocate Tenant to other space (“New Premises”) within the
Shopping Center in accordance with the following terms: (i) the size of the New Premises shall be
substantially the same as the size of the Premises unless Landlord and Tenant otherwise agree in writing;
(ii) Landlord shall pay Tenant’s reasonable moving costs and the reasonable cost of installing permanent
improvements (as distinguished from Tenant’s personal property) in the New Premises so that the
permanent improvements are substantially the same or better than the permanent improvements in the
Premises; (iii) monthly Minimum Rent shall abate in full during the period, if any, that Tenant is
substantially unable to conduct business in either the Premises or the New Premises; (iv) indirect costs
incurred by Tenant as a result of the relocation, such as costs incurred in changing addresses on
stationery, business cards, directories and advertising shall be reimbursed to Tenant in an amount not to
exceed One Thousand and 00/100 Dollars ($1,000.00), upon presentation to Landlord of paid bills for the
indirect costs; (v) Landlord shall give Tenant at least sixty (60) days’ prior written notice of Landlord’s
intent to relocate Tenant to the New Premises; (vi) if the New Premises are larger or smaller than the
Premises, monthly Minimum Rent then payable under this Lease shall be adjusted by multiplying the
monthly Minimum Rent in effect on the date that Landlord makes the New Premises available for
occupancy by Tenant by a fraction in which the numerator is the number of square feet of gross leasable
area in the New Premises and the denominator is the number of square feet of the gross leasable area in
the Premises. The product thus obtained shall be the adjusted monthly Minimum Rent, and all Additional
Rent based on the gross leasable area shall likewise be adjusted proportionately; (vii) payment of the
new monthly Minimum Rent shall commence on the earlier of thirty (30) days after Landlord has
completed the physical relocation and installation of permanent improvements in the New Premises or the
date that Tenant first opens for business in the New Premises; and (viii) Landlord and Tenant shall
promptly execute an amendment to this Lease confirming the relocation of the Premises, any change in
the monthly Minimum Rent and any other changes in the provisions of this Lease. If Landlord is not able
to relocate Tenant to other space as provided above, Landlord reserves the right to terminate this Lease
provided Landlord gives Tenant at least sixty (60) days’ prior written notice and Landlord pays an amount
equal to the unamortized costs of Tenant’s improvements and non-moveable fixtures in the Premises on
the effective termination date using a straight-line amortization over ten (10) years. If Tenant does not
vacate within such sixty-day period, Tenant's right to reimbursement of the foregoing expenses and costs
shall be forfeited.

         1.6     Landlord's Reserved Rights: Landlord reserves (i) the exclusive use of the exterior
walls (other than the storefronts), the roof, the airspace above the roof and the space below the floor slab;
and (ii) the right to install, maintain, use, repair and/or replace pipes, ducts, conduits and wires in the
space above the interior surfaces of the ceilings, below the finished floor, within the demising walls of the
Premises and in all of the Common Area.

         1.7       Surrender of Premises: On the expiration or earlier termination of this Lease, Tenant
shall surrender the Premises to Landlord in good condition and repair, broom clean. Tenant shall
remove at its own expense Tenant's personal property, whether installed in the Premises by Tenant or
any permitted occupant. At the time of expiration or termination, floor coverings, wall coverings, special
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ceilings, lighting fixtures, electrical panels, HVAC systems and parts thereof, built-in trade fixtures,
equipment and appliances that are attached to the walls or the floor, shall be considered Landlord's
property unless Landlord first consents in writing to removal by Tenant. If the Premises or the Shopping
Center are damaged as a result of the removal of Tenant's personal property, Tenant shall promptly pay
to Landlord the cost of repair. Tenant shall complete such removal on or before the expiration or
termination of this Lease, or Landlord may, at Landlord's option, retain any or all of Tenant's personal
property and title thereto shall thereupon vest in Landlord without the execution of documents of sale by
Tenant. Thereafter, Landlord may remove any or all items of Tenant's personal property from the
Premises and dispose of them in any manner Landlord sees fit. In that event, Tenant shall pay upon
demand to Landlord the actual expenses of removal and disposition, together with Interest (as defined in
Section 34.9) from the date of payment by Landlord until repayment.

2.      BUSINESS RIGHTS AND RESTRICTIONS

         2.1     Use: The Premises shall be used and occupied solely for the Permitted Use set forth in
Paragraph O and under Tenant’s Trade Name set forth in Paragraph D and for no other purpose or trade
name whatsoever without Landlord’s prior written consent, which consent shall not be unreasonably
withheld. In this regard, Tenant agrees that Landlord shall be acting reasonably in withholding consent to
any proposed change in use or trade name if Landlord reasonably determines that the changed use or
trade name will: (i) conflict with or duplicate the principal use or trade name of any other tenant or
occupant of the Shopping Center; (ii) violate any exclusive use or other agreement between Landlord
and any other tenant or occupant of the Shopping Center; (iii) be incompatible with the existing tenant
mix or the retail/commercial character of the Shopping Center; (iv) increase the premiums for any
insurance required to be carried or carried by Landlord on the Premises, the building in which the
Premises is located or the Shopping Center; (v) require any alteration, addition or improvement to be
made by Landlord to the Premises, the building in which the Premises is located or the Shopping Center
(or to the mechanical, plumbing or electrical systems thereof); (vi) result in any increase in expenses to
be incurred by Landlord in the operation, management, maintenance or repair of the Premises, the
building in which the Premises is located, or the Shopping Center; (vii) result in any increase in the use of
the parking areas in the Common Area which would adversely affect the parking available in the Common
Area to other tenants and occupants of the Shopping Center; (viii) cause the Minimum Rent payable
hereunder at the time and/or thereafter during the Term of this Lease to be less than the Minimum Rent
which would be payable in the competitive trade area by a tenant using the Premises for the proposed
changed use; (ix) cause the Percentage Rent Rate specified in Paragraph K above for payment by
Tenant of Percentage Rent to be less than the Percentage Rent Rate which would be applicable to the
proposed changed use under industry standards generally prevailing at the time in the competitive trade
area; (x) cause the Percentage Rent which Landlord could expect to receive from the proposed changed
use at the time or thereafter to be less than is or will be generated from the then existing use of the
Premises; or (xi) violate any applicable law, ordinance, rule, regulation or order or any provision of this
Lease. Landlord shall also be acting reasonably in withholding consent to any proposed change in use or
trade name if Tenant is in default under any term or condition of this Lease. Tenant agrees that the
foregoing grounds upon which Landlord may reasonably withhold consent to a proposed change of use or
trade name are not intended to be exclusive or to preclude Landlord from relying on other grounds which
may be reasonable at the time in withholding consent to a proposed change of use or trade name.

          2.2     Restrictions: Tenant shall not, without Landlord's prior written consent (i) conduct any
auction or bankruptcy sale except pursuant to court order; (ii) conduct any fire sale except as a result of a
fire in the Premises; (iii) conduct any "going out of business sale," "lost our lease sale," or any other like
kind of sale or event; or (iv) sell any so-called "surplus," "Army and Navy," or "secondhand" goods on or
from the Premises. Tenant shall not use the Common Area for any of the following purposes: (a)
placement of any fence, wall, structure, or other obstruction of any kind; (b) keeping, displaying,
advertising, promoting, storing or selling any merchandise or Tenant’s personal property; (c) conducting
business activities of any kind without Landlord’s prior written consent; (d) affixing bumper stickers on
vehicles or distributing handbills or other advertising matter; (e) overnight parking of vehicles of any type;
and (f) permitting any person to use the Common Area for solicitations, demonstrations or any other
activities that would interfere with the conduct of business in the Shopping Center. [INSERT OTHER
PROHIBITED USES TIED TO EXCLUSIVES GRANTED TO OTHER TENANTS IN THE SHOPPING
CENTER OR PURSUANT TO CC&Rs OR REAs COVERING THE CENTER]

         2.3     Non-Competition: Neither Tenant nor any person that, directly or indirectly, controls, is
controlled by, or is under common control with Tenant shall own, operate or have any interest in a
business similar to that conducted by Tenant in the Premises within three (3) miles in any direction from
the closest boundary of the Shopping Center, measured in a straight line on a map. If Tenant should
violate this covenant, Landlord may, at its option, without limiting its other rights and remedies, and for so
long as Tenant is violating this covenant, include the gross receipts of such similar business in the Gross
Receipts made from the Premises for the purpose of computing Percentage Rent due.

         2.4     Rules: Tenant shall comply fully with the rules and regulations attached hereto as
Exhibit C and the restrictions described in Section 29.2 and any reasonable amendments, modifications
or additions thereto as may hereafter be adopted and published by notice to Tenant, and to cause its
subtenants, licensees, concessionaires, agents, contractors and employees to comply therewith.
Landlord shall endeavor to enforce the rules but shall not be responsible for the noncompliance by any
other tenants or occupants of the Shopping Center.

         2.5       Compliance With Laws: Tenant shall promptly comply with any and all present and
future governmental laws, ordinances, rules, regulations and orders applicable to the Premises and
Tenant's use and occupancy thereof (collectively, "Laws"). Tenant's obligations hereunder shall include
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the making of alterations, additions and improvements required by any Law for the conduct or
continuance of Tenant's business on the Premises (excluding structural alterations, additions or
improvements required for retail buildings in general and not in connection with Tenant's particular use of
or alterations made to the Premises). All such alterations made by Tenant pursuant to this Section 2.5
shall be made in compliance with Article 12 of this Lease.

3.       TERM

       3.1      Binding Effect, Duration: This Lease shall be legally binding on both parties as of the
Lease Effective Date specified in Paragraph A, notwithstanding the later commencement of the Term of
the Lease. Within thirty (30) days following the Rent Commencement Date, Landlord and Tenant shall
execute a certificate in form attached as Exhibit D setting forth the Lease Commencement Date as
defined in Paragraph H, the Lease Expiration Date as defined in Paragraph G and the Rent
Commencement Date as defined in Paragraph I.

        3.2      Lease Year: "Lease Year" shall mean each period during the Term commencing on
January 1 and ending on December 31 next succeeding, except that (i) the first Lease Year shall
commence on the first day of the Term and end on December 31 next succeeding and (ii) the last Lease
Year shall end on the Lease Expiration Date. Each Lease Year shall constitute a separate accounting
period for the purpose of computing Percentage Rent, and Gross Receipts for any one Lease Year shall
not be carried forward or carried back into any other year.

          3.3    Option to Extend: If Tenant (i) has not at any time during the Term of this Lease (and
the first Extended Term if applicable) been in default in any of the terms or provisions of this Lease, (ii)
Tenant has not been late in payment of Rent more than three (3) times during the Term of this Lease
(and the first Extended Term if applicable), (iii) Tenant is in occupancy and conducting business from the
Premises; and (iv) Tenant has not assigned, subleased or otherwise transferred its interest in this Lease,
Tenant shall have the right to extend the Term of this Lease for ____ (__) periods of ______ (___) years
each (each an "Extended Term"), under the same terms and conditions contained in this Lease, except
that the Minimum Rent to be paid by Tenant to Landlord during the Extended Term shall be calculated in
accordance with the provisions of Section _____. To exercise an option to extend the Term of this Lease,
Tenant shall serve written notice to Landlord no more than 360 days and no less than 270 days prior to
the expiration of the Term of this Lease or the first Extended Term (as applicable) indicating its intention
to exercise the option to extend. Once Tenant has served the written notice to extend, such notice may
not be rescinded. Tenant shall have no further right to automatically extend this Lease at the expiration of
the second Extended Term.


4.       RENT

        4.1      Amount and Manner of Payment: Commencing on the Rent Commencement Date,
and on the first day of each full or partial calendar month of the Term, Tenant shall pay Landlord the
Minimum Rent specified in Paragraph J (subject to adjustment as provided in this Lease). Minimum Rent,
as may be adjusted, shall be due and payable in advance on the Rent Commencement Date and
thereafter on the first day of each month. All Rent (as defined below) shall be paid to Landlord in lawful
money of the United States of America at the address specified for payment in Paragraph P or at such
other place as Landlord may from time to time designate in writing. Checks or money orders shall be
made payable in the name of the Shopping Center Landlord. All rent shall be paid to Landlord
without prior notice, demand, deduction or offset except as expressly provided in this Lease.

        4.2     Partial Months: Minimum Rent for any partial month shall be prorated on the ratio which
the number of days in such month bears to thirty (30), and as so prorated, shall be paid on its due date.
Tenant's Gross Receipts for any partial month shall be included as Gross Receipts for the first Lease
Year of this Lease. However, the daily Minimum Rent for such partial period, calculated using a thirty (30)
day month, shall be deducted in computing the Percentage Rent payable for that Lease Year.

         4.3      Consumer Price Index Adjustments: INTENTIONALLY DELETED

         4.4      Additional Rent: Tenant shall pay all sums and charges other than Minimum Rent
(collectively referred to as "Additional Rent") as such sums and charges are required to be paid pursuant
to the terms of this Lease, and any riders, addenda or modifications hereto. Designation of such sums
and charges as Additional Rent is made for the sole purpose of calculating the amount due Landlord in
the event of Tenant’s default and not for the purpose of measuring any tax or fee on rent. If such sums or
charges are not paid at the time provided in this Lease, they shall nevertheless be collectible as
Additional Rent with the next installment of Minimum Rent. Nothing herein shall be deemed to suspend or
delay the payment of any such sums or charges or to limit any other remedy of Landlord. All amounts of
Minimum Rent and Additional Rent payable in a given month shall comprise a single rental obligation of
Tenant to Landlord. Minimum Rent, Percentage Rent, and Additional Rent are sometimes collectively
referred to as “Rent.”

5.       PERCENTAGE RENT AND REPORTING OF GROSS RECEIPTS

        5.1    Method of Calculation: In addition to Minimum Rent and Additional Rent which are to
be paid by Tenant, Tenant shall pay to Landlord as Percentage Rent an amount calculated by multiplying
the Gross Receipts (as defined below) for each Lease Year or portion thereof during the Term by the
Percentage Rent Rate described in Paragraph K and then subtracting from the product thus obtained the

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Minimum Rent paid during that Lease Year or portion thereof (“Percentage Rent”). Percentage Rent shall
be payable as provided in Section 5.4.

        5.2     Limitations: Irrespective of any authorized deductions from Percentage Rent, in no
event shall Tenant pay to Landlord less than the full amount of the Minimum Rent and Additional Rent to
be paid by Tenant under this Lease.

         5.3     Reporting of Gross Receipts: On or before the fifteenth (15th) day following each
month of each Lease Year, Tenant shall deliver to Landlord a true and accurate statement of all Gross
Receipts for such month, showing in detail all items, deductions, exclusions and additions included in the
calculation of such month's Gross Receipts. Such statement shall otherwise be in such form as Landlord
may from time to time prescribe and shall be certified as correct by an authorized representative of
Tenant.

         5.4     Payment of Percentage Rent: Tenant shall pay with the statement delivered pursuant
to Section 5.3 estimated Percentage Rent computed on Tenant's Gross Receipts made during the month
covered by the statement and the amount of Minimum Rent paid by Tenant to Landlord for such month.
Percentage Rent shall be paid without prior notice, demand, deduction or offset. Within thirty (30) days
after each Lease Year, Tenant shall furnish to Landlord a true and accurate statement of the Gross
Receipts for such Lease Year, showing in detail all items, deductions, exclusions and additions included
in the calculation of Gross Receipts for such Lease Year, the amount of all estimated Percentage Rent
paid for such Lease Year, the amount of Minimum Rent paid for such Lease Year, and the actual amount
of Percentage Rent due for such Lease Year. Such statement shall otherwise be in such form as
Landlord may, from time to time, prescribe and shall be certified as correct by an authorized
representative of Tenant. Tenant shall pay with such statement the balance of any Percentage Rent due
from Tenant for such Lease Year. If Tenant has paid to Landlord an amount greater than the Percentage
Rent actually due for such Lease Year, then Tenant shall receive a credit against Tenant's next payment
of Minimum Rent in the amount of such overpayment.

         5.5     Gross Receipts: The term "Gross Receipts" is defined to mean the sum of the following:
(i) the entire gross amount of the price, fee, commission, charge or other consideration charged or
received, whether wholly or partly for cash or on credit or otherwise, for all goods, wares, merchandise,
services or other business activities sold, leased, licensed, delivered, performed or made, in, at, upon or
from any part of, or through any use of the Premises by Tenant, or by means of any mechanical or
vending device, or from orders secured or received in the Premises by telephone, mail, house to house or
other canvassing by personnel operating from, reporting to, or under the supervision of, any employee,
agent or representative of Tenant located at or operating out of the Premises, or which Tenant, in the
normal and customary course of its operations, would credit or attribute to its business in the Premises, or
by other means, whether or not filled elsewhere; (ii) all gross income or receipts of Tenant made or
received from any operations or use, in, at, upon, from or of the Premises, which is neither expressly
included in nor expressly excluded from Gross Receipts by other provisions of this Lease; and (iii) all
deposits of any kind received by Tenant from and not refunded to purchasers or customers in connection
with any transactions, operations or use in, at, upon, from or of the Premises. For purposes of this
Section 5.5 and the other provisions of this Lease regarding Percentage Rent, all references to "Tenant"
includes all subtenants, licensees, concessionaires, or any other person, firm or entity occupying or
operating in or from any part of the Premises; and Gross Receipts includes all items, categories and
exclusions set forth above with respect to any such subtenant, licensee, concessionaire, person, firm or
entity.

        5.6      Tenant's Records:       Tenant and its subtenants, licensees, concessionaires and
occupants shall keep and preserve on the Premises or at Tenant's principal place of business, for a
period of not less than three(3) years after the delivery to Landlord of Tenant's certified statement for
each Lease Year, complete and accurate records of all amounts received from business transacted on
the Premises. Such records shall be kept in a form which will allow Landlord to exercise its option to
audit Tenant's records as more fully described in Section 5.7. However, in the case of a controversy
concerning the amount of Percentage Rent payable pursuant to this Lease, Tenant shall keep and
preserve these records until the controversy has ended. Landlord shall be entitled at reasonable times
during business hours, personally or through authorized agents, at its own expense, to inspect and make
copies of these records, together with any other documents bearing on Tenant's Gross Receipts.

        5.7     Examination of Tenant's Records:

        (a) The acceptance by Landlord of payments of Percentage Rent shall be without prejudice to
Landlord's right to examine Tenant's books, records and accounts in order to verify the amount of annual
Gross Receipts received by Tenant from the Premises. Acceptance by Landlord of any monies paid to
Landlord by Tenant as Percentage Rent, as shown by any statement furnished by Tenant hereunder,
shall not be an admission of the accuracy of such statement or of the amount of such Percentage Rent
payment.

         (b) Tenant shall, during normal business hours and upon not less than forty-eight (48) hours’
prior written notice, provide to Landlord, and its authorized representatives, access to Tenant's books,
records and accounts for inspection, review and/or copying. At Landlord’s option, Landlord may cause, at
any reasonable time upon forty-eight (48) hours’ prior written notice to Tenant, a complete audit to be
made of Tenant’s books, records and accounts in order to verify the Gross Receipts reported by Tenant
for the period covered by any statement issued by Tenant. If such audit shall disclose a liability for
Percentage Rent of two percent (2%) or more in excess of the Percentage Rent computed and paid by
Tenant for such period or if such audit shows that Tenant has failed to maintain its books, records and
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accounts so that Landlord is unable to verify the accuracy of Tenant's statements, Tenant shall promptly
pay to Landlord the cost of said audit, in addition to the deficiency together with Interest thereon from the
date payment was required to be made until the date actually paid hereunder. At Landlord's option,
Landlord may terminate this Lease upon five (5) days’ notice to Tenant of Landlord's election to do so if
such audit shall disclose any inaccuracies or deficiencies in excess of five percent (5%) of Gross
Receipts. Any information obtained by Landlord as a result of such audit shall be held in strict confidence
by Landlord except for disclosures required of Landlord pursuant to litigation between Landlord and
Tenant, or disclosures made by Landlord to prospective purchasers of or lenders to the Shopping Center.
Nothing contained in this Section 5.7 shall excuse Tenant from its obligations to maintain accurate and
complete books, records and accounts, to report accurately Gross Receipts and the amount of
Percentage Rent due, and to pay the Percentage Rent actually due, and the rights and remedies of
Landlord hereunder shall be in addition to, and not in lieu of, any other rights or remedies under this
Lease on account of Tenant's failure to comply with its obligations hereunder.

6.       LATE CHARGES

         Tenant acknowledges that late payment of Rent will cause Landlord to incur expenses in an
amount that will be impractical or extremely difficult to ascertain. Accordingly, if any installment or
payment of Rent due from Tenant is not received by Landlord or Landlord's designee within ten (10) days
of the due date, Tenant shall pay to Landlord as Additional Rent, in addition to Interest thereon as
provided in Section 34.9, a late charge equal to ten percent (10%) of the amount due. The parties agree
that this late charge represents a fair and reasonable estimate of the cost that Landlord will incur, in
addition to Interest on the money involved, because of the late payment. Acceptance of such late charge
by Landlord shall in no event constitute a waiver of any default with respect to such overdue amount or
prevent Landlord from exercising any or all of the other rights and remedies granted under this Lease.

7.       SECURITY DEPOSIT

         Simultaneously with the execution of this Lease, Tenant will deposit with Landlord the Security
Deposit designated in Paragraph L as security for the payment and faithful performance of Tenant's
obligations under the Lease and not as prepayment of Rent. If Tenant defaults with respect to any
provision of this Lease, Landlord may, but shall not be required to, use, apply or retain all or any part of
the Security Deposit (a) for the payment of any sum in default, (b) for any amount which Landlord may
spend or become obligated to spend by reason of Tenant’s default, or (c) to compensate Landlord for any
other loss or damage which Landlord may suffer by reason of Tenant's default (and in this regard Tenant
hereby waives the provisions of California Civil Code Section 1950.7(c) and any similar or successor
statute providing that Landlord may claim from a security deposit only those sums necessary to remedy
defaults in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises). If any
portion of the Security Deposit is so used or applied, Tenant shall, within five (5) days after written
demand, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original
amount. Failure to do so shall be a default under this Lease. Landlord shall not be required to keep the
Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the
Security Deposit. If Tenant assigns its interest in this Lease (in accordance with the applicable provisions
of this Lease), the Security Deposit shall automatically be transferred by Landlord to Tenant’s successor,
notwithstanding any agreements between Tenant and its successor. If Tenant shall fully perform every
provision of this Lease, the Security Deposit or any balance thereof shall be returned to Tenant (or, at
Landlord's option to the last assignee of Tenant's interest) in a reasonable period of time following
expiration of the Term. In the event of termination of Landlord's interest in this Lease, Landlord shall
transfer the Security Deposit to Landlord's successor, and Landlord shall thereupon be released from any
further obligation or liability with respect to the Security Deposit.

       In the event of bankruptcy or other debtor-creditor proceedings against Tenant, or such other
proceeding as set forth in Article 21 hereof, the Deposit shall be deemed to be applied first to the
payment of Rent due Landlord for all periods prior to filing of such proceedings.

8.       NOTICES

         Whenever a provision is made for either party to notify the other or for notice, demand, or request
for consent or approval, or grant or withholding of consent or approval (collectively "Notice"), the Notice
shall be in writing and signed by or on behalf of the party giving the notice and served by personal
delivery, registered or certified mail or overnight courier. If served by registered or certified mail, the
Notice shall be deposited in the United States Mail, postage prepaid, with return receipt requested,
addressed to the party to whom such notice is to be given at the address stated in Paragraphs P and Q,
as applicable, unless subsequently changed in writing and shall be conclusively deemed served on the
date indicated on the return receipt. If served by overnight courier, the Notice shall be conclusively
deemed served on the date of delivery or attempted delivery as shown in the courier’s records. If delivery
is refused or the Notice is unclaimed, the Notice shall be conclusively deemed served forty-eight (48)
hours after mailing. Nothing in this Article 8 shall limit Landlord's right to serve notices or process on
Tenant in any manner permitted by law. If Tenant consists of more than one person, Tenant appoints the
person identified in Paragraph Q as Tenant's authorized agent for receipt of notices, demands and
service of process. Further, service of notice upon any employee of Tenant shall be deemed to be service
on Tenant and any subtenants. The address of either party or the name and address of Tenant's agent,
may be changed for the purpose of this Article 8 only by written Notice to the other party.




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9.       TENANT'S OPERATING COVENANTS

         9.1     Continuous Operation: Tenant shall open for business within [ninety (90)] days after
the Lease Commencement Date, furnish and install in the Premises all fixtures, equipment and
furnishings reasonably necessary for the operation of Tenant's business, staff the Premises with an
adequate number of employees and carry a sufficient stock of merchandise in an amount, character and
quality to maximize sales volume in accordance with sound business practices, and continuously and
without interruption operate the business which it is permitted to operate (subject only to the applicable
provisions of Article 18) at all times during the Term. Tenant shall remain open for business to the
general public during no less than seven (7) days per week and no less than eight (8) hours per day.

10.      SIGNS AND PROMOTION

        10.1   Interior Signs: Tenant may, at its sole cost and expense, erect upon the interior sales
area of the Premises all signs and advertising material customary and appropriate in the conduct of
Tenant's business that have been approved in writing by Landlord and that comply with all applicable
Laws and the requirements of this Article 10.

         10.2   Exterior Signs: Tenant shall, at its cost and expense, install an exterior sign on its store
facia that complies with Landlord’s Sign Criteria for the Shopping Center as described in Exhibit E or
otherwise prescribed from time to time by Landlord, all applicable Laws and the requirements of this
Article 10.

          10.3   Installation and Maintenance: Tenant’s signs and advertising material shall be
professionally designed and manufactured and shall be installed and removed by a licensed electrician (if
applicable). Tenant shall at its cost and expense maintain and keep in good repair all installations, signs
and advertising devices that it is permitted to install. If Tenant fails to maintain its exterior sign(s),
Landlord, after not less than three (3) days’ written notice to Tenant, may perform such repairs at
Tenant’s expense. Tenant shall reimburse Landlord for such expenses within ten (10) days after written
notification of Landlord’s expenditure. Tenant shall secure a sign maintenance contract with a sign
contractor approved by Landlord within thirty (30) days after the Lease Effective Date. Failure to do so is
a breach of this Lease. Tenant's signs must be installed and operating concurrently with Tenant's
opening for business. Tenant's sign box and/or raceway, if any, shall be deemed real property once
installed, but Tenant shall remove Tenant's sign lettering when it surrenders the Premises. Tenant shall
not erect, place, paint, or maintain in or on the Premises, any signs or advertising media, including,
without limitation, searchlights, radios, televisions, loudspeakers, flags, balloons or any other object of
any kind, which are visible or audible outside the Premises. Tenant shall not affix or paint upon the glass
panes or window supports, doors and/or exterior walls of the Premises, any signs, advertising placards,
names, insignias, trademarks, descriptive materials or other such items. Tenant shall not change the
color, size, location, composition, material, wording or design of any sign or advertisement in or on the
Premises that has been previously approved by Landlord and governmental authority without the prior
written approval of Landlord and governmental authority.

         10.4     Merchant's Association/Promotional Fund:

         A.     Purposes of Association. The Merchant's Association shall carry-out the purposes for
which it has been formed, pursuant to its bylaws, which purposes include the coordination of public
relations, co-operative advertising and community area seasonal décor and promotions. (Landlord
reserves the right to undertake similar functions on behalf of the Center.) In order to carry-out its
purposes, the Merchant's Association may engage an executive officer and staff.

         B.       Membership of Tenant. Tenant shall join and thereafter maintain, until the expiration or
sooner termination of this Lease (or until Landlord elects to dissolve the Association as provided below), a
membership in good standing in the Merchant's Association consisting of merchants in the Center. The
membership of Tenant in the Merchant's Association shall include the obligation to pay its contribution.
The Board of Directors of the Merchant's Association shall provide for the payment of all expenses and
costs of the Association. The amount of Tenant’s contribution to the Merchant’s Association shall be as
set forth in Basic Lease Provision N. Such contribution shall be increased annually commencing on the
first anniversary of the Rent Commencement Date at the rate of _______ percent (___%) per year.

         C.       Merchant's Association Advertising. Tenant shall participate in any and all advertising
and promotion programs, in all media, sponsored or organized by the Merchant's Association. The cost
of such advertisement and promotion programs shall be paid separately by Tenant at the competitive
rates thereof. If Tenant fails to so advertise, Tenant shall in lieu thereof pay to the Merchant's Association
an additional sum equal to three (3) times the contribution provided in subsection A above (for a total of
four (4) times the contribution provided therein).

        D.      Discontinuance of Merchant's Association. In the event the Merchant's Association is
dissolved or ceases to operate or function for any reason whatever or in the event Landlord wishes to
dissolve the Merchant’s Association and establish a Promotional Fund, Tenant shall pay directly to
Landlord on the first day of each calendar month, the sums Tenant would otherwise have paid for its
Merchant's Association contribution, as above provided, which sums shall be utilized and applied by
Landlord for advertising and promotional activities for the Center, and Tenant shall participate, to the
extent set forth in subsection C, in any similar advertising and promotion programs sponsored or
organized by Landlord and/or the Promotional Fund.


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11.     REPAIRS AND MAINTENANCE

         11.1    Landlord's Repairs: Landlord shall keep in good condition and repair the foundations,
structural portions, exterior walls, roof and heating, ventilating and air conditioning (“HVAC”) systems of
the building within which the Premises is located (excluding therefrom all windows, doors, plate glass,
show cases and storefronts), reasonable wear and tear and any damage caused by any act or omission
of Tenant or its employees, agents, invitees, licensees, contractors or subtenants excepted. Landlord
shall not be required to make any repairs unless Tenant has notified Landlord of the need for such repairs
and Landlord shall have had a reasonable period of time thereafter to commence and complete said
repairs. Such maintenance and repair of the structural portions and foundations of the building within
which the Premises is located and other Shopping Center buildings shall be at Landlord’s sole cost and
expense; the costs and expenses incurred by Landlord in discharging the other maintenance and repair
responsibilities described above shall be deemed Common Area Expenses under Section 16.5 and
prorated pursuant to Section 16.6. Tenant waives any right now or hereafter granted by law to make any
repairs under this Section 11.1 upon Landlord’s failure to do so hereunder or otherwise. Landlord, at its
election, may employ an air conditioning and/or roof service company to provide preventive maintenance,
repairs and replacements for and to the HVAC systems and/or roof. Preventive maintenance, repairs and
replacements to the roof or HVAC systems shall be included in Common Area Expenses.

         11.2     Tenant's Repairs: Except as provided in Section 11.1, Tenant shall, at its sole cost and
expense, maintain, repair and replace the Premises in good and sanitary order and condition, including,
without limitation, the storefront, doors, signs, entrances, exits, non-structural interior walls, ceilings, floor
coverings, skylights, window casements, plate glass, glazing, bathroom fixtures and sinks, plumbing,
pipes and electrical wiring and conduits. Tenant hereby waives all rights to make repairs at the expense
of Landlord, and Tenant waives all rights to make repairs provided for by Section 1941 of the California
Civil Code. By entering the Premises, Tenant shall be deemed to have accepted the Premises as being in
good and sanitary order, condition and repair.

         11.3    Construction: If any excavation or other construction shall be made or is about to be
made in the Shopping Center or in a nearby street, Tenant shall permit Landlord, its agents, employees,
licensees and contractors to enter the Premises and to (a) shore the foundations, footings and walls, (b)
erect scaffolding and protective barricades in and around the Premises (but not so as to preclude entry
thereto) and (c) do any act or thing necessary for the safety or preservation of the Premises and the
building in which the Premises are located. Tenant's obligations under this Lease shall not be affected by
the foregoing activities. Landlord shall not be liable for inconvenience, disturbance, loss of business or
any nuisance related to these activities; but Landlord shall complete the work expeditiously and shall use
commercially reasonable efforts to have the work done in a manner that will cause as little inconvenience
and disturbance to Tenant as practicable, consistent with accepted construction practices.

12.     ALTERATIONS

         12.1     Alterations by Tenant: Tenant shall not make or permit to be made any alterations,
additions or changes (collectively called "Alterations") to any part of the Premises without first obtaining
the written consent of Landlord. The Alterations shall be owned by Tenant until the expiration or earlier
termination of the Term. Any Alterations that are not designated for removal pursuant to Section 12.2
shall become a part of the Premises. Any Alterations designated by Landlord for removal that remain in
the Premises after the time designated for removal shall be conclusively deemed abandoned and may be
disposed of or retained by Landlord as permitted by Law; title thereto shall be automatically vested in the
Landlord upon the termination of this Lease. Regardless of Landlord's consent, any Alterations that
require the penetration of the roof, walls or floor or that affect the mechanical, electrical or HVAC systems
shall be installed at Tenant's sole risk, and Tenant shall be liable for all consequential damages resulting
from the installation. Any damage caused to the Premises by the removal of Alterations designated by
Landlord for removal shall be repaired by Landlord and paid for by Tenant concurrently with removal.

         12.2      Construction Requirements: Any and all Alterations made by Tenant under Section
1.2 or Section 12.1 shall be designed by a competent licensed architect or structural engineer and shall
be made under the supervision of such architect or engineer by financially sound, bondable contractors of
good reputation in accordance with plans and specifications (including material and color samples)
approved in writing by Landlord before commencement of any work. Landlord may require in connection
with its consent to any Alterations that (i) any contractor or major subcontractors provide payment and
completion bonds in such amounts and with sureties acceptable to Landlord; (ii) Tenant deliver a set of
plans and specification approved by the building department; and (iii) Tenant remove all or a portion of
the Alterations as designated by Landlord. Tenant shall reimburse Landlord, as Additional Rent, the
reasonable expenses incurred by Landlord in evaluating Tenant’s proposed Alterations. All Alterations
made by Tenant hereunder shall be performed in a good and workmanlike manner, diligently prosecuted
to completion, and using new materials. Tenant shall notify Landlord at least thirty (30) days prior to
commencement of any work in connection with such Alterations so that Landlord may post, file and/or
record any notice of nonresponsibility or other notice required under applicable mechanic's lien laws.
Upon completion of any work hereunder, Tenant shall record in the office of the County recorder where
the Shopping Center is located a notice of completion or any other notice required or permitted by
applicable mechanic's lien law to commence the running of, or terminate, any period for the filing of liens
or claims, and shall deliver to Landlord any certificate of occupancy or other equivalent evidence of
completion of such work in accordance with the requirements of applicable law. Tenant shall perform or
cause performance of all work hereunder in accordance with such rules and regulations as Landlord may
from time to time prescribe with respect thereto, and in such manner so as not to obstruct or interfere with
access to the premises of any other tenant or owner of the Shopping Center, the business of any such
tenant or owner conducted therein, or any portion of the Common Area. Prior to commencing any work
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hereunder, Tenant shall supply to Landlord evidence that its contractor or contractors have procured such
insurance as Landlord may prescribe in connection with such work. Upon completion of any Alteration to
the Premises, Tenant shall provide Landlord with "as built" drawings reflecting the completed condition of
such work.

13.      TAXES

         13.1     Personal Property Taxes: Commencing on the Lease Commencement Date, Tenant
shall be liable for and shall pay before delinquency all taxes or other charges levied or assessed against
trade fixtures, equipment, furnishings, merchandise and other personal property at the Premises, whether
or not affixed to the realty. If any of Tenant's personal property is assessed as part of the real property of
which the Premises are a part, Tenant shall pay to Landlord as Additional Rent upon demand the amount
of such taxes or assessments levied or assessed against said personal property. For the purpose of
determining said amount, figures supplied by the tax assessor or other taxing authority as to the amount
so assessed shall be conclusive.

         13.2     Real Property Taxes:

                  13.2.1 Definition of Real Property Taxes: The term "Real Property Taxes" is used in
the broadest possible sense and it shall include (i) any taxes, general or special assessment together with
statutory interest thereon, license fees, business taxes, rental taxes, excise taxes, value added taxes,
levies or charges of any kind whatsoever imposed by any governmental entity of any kind against or upon
the Shopping Center or any interest of Landlord therein, including the right to rent or other income
therefrom, the business of leasing, or the change in ownership of real property; (ii) any taxes,
assessments, levies, license fees, business taxes, impositions in lieu taxes, fees, excises or charges
measured by the value of real property or imposed as a charge for any governmental services or
improvements such as, but not limited to, fire or police protection, public transportation, street or sidewalk
maintenance or refuse removal; (iii) any taxes, assessments, levies, license fees, business taxes,
impositions in lieu taxes, fees, excises or charges which are levied against, upon, measured by or
attributable to any and all leasehold improvements to the Premises over and above the base building
shell, whether installed or paid for by Landlord or Tenant, and upon any and all fixtures, equipment and
personal property installed or located in the Premises, or levied upon, measured by or reasonably
attributable to the cost or value of any of the foregoing; (iv) any imposition enacted by way of substitution
for or in addition to all or any of the impositions described in subparagraphs (i) through (iii); and (v) the
reasonable costs incurred by Landlord in contesting any real property taxes or assessments, including
fees of attorneys, consultants, accountants and appraisers. Real Property Taxes shall not include
Landlord's federal or state income, inheritance or estate taxes. Real Property Taxes for the first and last
years shall be prorated to coincide with the beginning and end of the Term.

                  13.2.2 Method of Calculation and Payment: Commencing on the Lease
Commencement Date, Tenant shall pay to Landlord as Additional Rent, Tenant’s pro rata share (as
described in Section 16.6) of the amount of all Real Property Taxes described in Section 13.2.1, which at
Landlord’s option shall be based upon (i) the amount of such expenses actually incurred during the billing
period, payable within ten (10) business days after billing, or (ii) equal monthly installments that have
been estimated in advance by Landlord for a particular calendar year, payable on the first day of each
calendar month. Landlord shall, after the end of each calendar year, adjust any estimated expenses to
reflect the actual expenses incurred for that year. Any underpayment shall be paid by Tenant within ten
(10) days of billing and any overpayment shall be credited to the next installment of Additional Rent due
from Tenant under this Lease. If the Premises are separately assessed, Tenant shall pay all Real
Property Taxes levied or assessed against the Premises in lieu of paying a pro rata share of Real
Property Taxes for the Shopping Center. If the Premises are not separately assessed, or if more than the
Premises is included in any assessment, then the amount of any real property tax assessment shall be
prorated according to building area, and Tenant shall only be responsible for that portion of the real
property tax assessment which is equal to the proportion which the number of square feet of gross
leasable area on the ground floor of the Premises bears to the total number of square feet of ground floor
gross leasable area constructed on the property covered by such assessment or tax. If any assessment
covers all or any portion of the Common Area, then the amount of the assessment attributable to the
Common Area shall be excluded therefrom. The foregoing computation of Tenant’s liability shall be based
only upon buildings exclusive of the Common Area. The figures supplied by the tax assessor or other
taxing authority as to the amount assessed shall be conclusive. If such figures are not available from the
tax assessor or other taxing authority, Landlord’s reasonable allocation of the assessment attributable to
the Common Area, if made in good faith, shall be binding upon Tenant. If Landlord elects not to estimate
Tenant's share of Real Property Taxes on a monthly basis, Tenant shall pay, as Additional Rent, Tenant's
pro rata share of Real Property Taxes, within ten (10) days after delivery of Landlord's written statement.

14.      UTILITIES

          Tenant shall pay for the cost of all utilities to the Premises, including water, sewage, gas,
electricity and telephones. Commencing on the Lease Commencement Date, Tenant shall pay before
delinquency all separately metered charges for water, gas, heat, electricity, power, sewer, telephone,
trash removal and all other services or utilities charged to it or any of its subtenants, licensees or
concessionaires (collectively referred to as “Utilities”). If any charges for Utilities not separately metered
shall be billed to Landlord, the amount shall be prorated and Tenant shall pay to Landlord upon demand,
as Additional Rent, an amount equal to that proportion of the total charges which the number of square
feet of gross leasable area in the Premises bears to the total number of square feet of gross leasable
area using such Utilities. For utilities or services which are not separately metered, Landlord may, in lieu

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of prorating on the foregoing basis, determine the amount of use of such services by Tenant on the basis
of Tenant's actual or reasonably estimated usage.

15.     INSURANCE

        15.1     Tenant’s Insurance:

                  15.1.1 Tenant’s Liability Insurance: Tenant shall, at all times during the Term of this
Lease, at Tenant's sole expense, procure and maintain in full force commercial general liability insurance
utilizing the standard ISO Occurrence Form CG00011093, or equivalent, insuring against liability for
bodily injury and property damage occurring on the Premises and any portion of the Common Area
subject to Tenant's exclusive control. This insurance shall include, but not be limited to, coverages known
as personal and advertising injury, products and completed operations liability and contractual liability
with a single limit per occurrence of not less than One Million and 00/100 Dollars ($1,000,000.00) for all
bodily injury and property damage liability claims and an annual aggregate of not less than Two Million
and 00/100 dollars ($2,000,000.00) for all claims and shall include the following endorsements:
(i) deleting any employee exclusion on personal injury coverage; (ii) including coverage for injuries to or
caused by employees; (iii) providing for blanket contractual liability coverage (including Tenant's
indemnity obligations contained in this Lease); and (iv) a cross liability endorsement. All such insurance:
(i) shall be primary and non-contributory; (ii) shall provide for severability of interests; (iii) shall provide
that an act or omission of one of the insureds shall not reduce or void coverage to any other insureds;
and (iv) shall afford coverage for all claims based on acts, omissions, injury or damage which occurred or
arose (or the onset of which occurred or arose) in whole or in part during the policy period.

                15.1.2 Tenant’s Automobile Insurance: Tenant shall, at all times during the Term of
this Lease, at Tenant’s sole expense, procure and maintain in full force non-owned automobile liability
insurance in an amount of no less than One Million and 00/100 Dollars ($1,000,000.00) per claim,
combined single limit.

                  15.1.3 Tenant’s Workers’ Compensation Insurance: Tenant shall, at all times during
the Term of this Lease, at Tenant’s sole expense procure and maintain in full force workers'
compensation insurance in compliance with the applicable Laws of the State of California, and employer’s
liability insurance in an amount of not less than One Million and 00/100 Dollars ($1,000,000.00).

                  15.1.4 Tenant's Property Insurance: Tenant shall, at all times during the Term of this
Lease, at its sole expense, procure and maintain in full force, property insurance covering Tenant's
furniture, fixtures, equipment, and other personal property in, upon or about the Premises and Alterations
to the Premises made by Tenant in an amount equal to one hundred percent (100%) of the insurable
replacement cost of the insured property. Tenant shall obtain endorsements to such insurance for (i)
building glass, (ii) loss of business income, (iii) extra expense in such amounts as will reimburse Tenant
for direct or indirect loss of earnings and incurred costs attributable to the perils commonly covered by
Tenant’s property insurance, and (iv) loss caused by mechanical or electrical equipment breakdown
(commonly referred to as boiler and machinery). Coverage must be provided on the Special Extended
Coverage form utilizing ISO Form CP1030 or equivalent and shall include a sprinkler leakage
endorsement. The proceeds of such insurance shall, so long as this Lease is in effect, be used for the
repair or replacement of the furniture, fixtures, equipment and other personal property so insured.

        15.2     Landlord’s Insurance:

                 15.2.1 Landlord’s Property and Other Insurance: Landlord shall, during the Term of
this Lease, procure and maintain in full force and effect a policy or policies of fire insurance covering the
buildings within the Shopping Center, with standard extended coverage, vandalism, malicious mischief
and sprinkler leakage endorsements, loss of rent insurance (also known as rent continuation insurance),
and earthquake and/or flood coverage if available at commercially reasonably premiums or required by
Landlord's lender, and such other insurance in such amounts and covering such other perils or hazards
deemed appropriate by Landlord. The amount and scope of coverage of Landlord's insurance hereunder
shall be determined by Landlord from time to time in its sole discretion and shall be subject to such
deductible amounts as Landlord may elect. Landlord shall have the right to reduce or terminate any
insurance or coverage called for by this Section 15.2 to the extent that any such coverage is not
reasonably available in the commercial insurance industry from recognized carriers or not available at a
cost which is in Landlord's judgment commercially reasonable under the circumstances. All insurance
proceeds payable under Landlord's casualty insurance carried hereunder shall be payable solely to
Landlord, and Tenant shall have no interest therein.

                   15.2.2 Method of Calculation and Payment: Commencing on the Lease
Commencement Date, Tenant shall pay to Landlord as Additional Rent, Tenant’s pro rata share of the
cost of all insurance maintained by Landlord hereunder, or otherwise, on all or any portion of the
Shopping Center, which at Landlord’s option shall be based upon (i) the amount of such expenses
actually incurred during the billing period, payable within ten (10) business days after billing, or (ii) equal
monthly installments that have been estimated in advance by Landlord for a particular calendar year,
payable on the first day of each calendar month. Landlord may adjust the monthly estimated sum at the
end of each calendar quarter on the basis of Landlord's reasonably anticipated costs. Landlord shall,
after the end of each calendar year, adjust any estimated expenses to reflect the actual expenses
incurred for that year. Any underpayment shall be paid by Tenant within ten (10) days after billing and
any overpayment shall be credited to the next installment of Additional Rent due from Tenant under this
Lease. Tenant's pro rata share of said cost shall be equal to the ratio which Tenant’s ground floor gross
leasable area bears to the total ground floor gross leasable area in the Shopping Center which is from
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time to time occupied and open for business (but in no event less than ninety percent (90%) of the total
gross leasable area in the Shopping Center regardless of occupancy).

         15.3     General Insurance Requirements:

               15.3.1 Acceptable Companies: Insurance required to be carried by Tenant shall be
written by companies satisfactory to Landlord and licensed to do business in California.

                 15.3.2 Certificates of Insurance:        No policy shall be subject to cancellation,
amendment or reduction in coverage except upon at least thirty (30) days’ prior written notice to Landlord
and to each additional insured, except that ten (10) days’ prior written notice may be given in the case of
nonpayment of premiums. All Tenant's insurance (other than Workers' Compensation) shall name
Landlord, and such other persons or entities as Landlord may from time to time designate, as an
additional insured and Tenant shall provide to Landlord an additional insured endorsement certificate. On
or before the Lease Commencement Date and not less than ten (10) days’ prior to the expiration of the
term of such coverage, Tenant shall deliver to Landlord certificates of all insurance required to be carried
by Tenant hereunder, showing that such policies are in full force and effect in accordance with this Article
15. If Tenant fails to comply with this requirement, Landlord may obtain appropriate insurance. Tenant
shall pay Landlord the premium cost upon demand with Interest from the date of Landlord’s payment to
the date of Tenant’s reimbursement.

                 15.3.3 Blanket Insurance: Each party shall be entitled to fulfill its insurance obligations
by maintaining a so-called "blanket" policy of insurance providing specific endorsement coverage which is
not less than that required in this Article 15; provided that the coverage afforded Landlord will not be
reduced or diminished and the requirements set forth in this Lease shall otherwise be satisfied by such
blanket policy or policies.

                15.3.4 Adequate Insurance: If, in the opinion of Landlord's insurance advisor, the
amount or scope of such coverage is deemed inadequate at any time during the Term, Tenant shall
increase such coverage to such reasonable amounts or scope as Landlord's advisor deems adequate.
Landlord shall have the right to approve the amount of deductible under each policy of insurance required
under this Lease.

        15.4 Mutual Release and Waiver of Subrogation: Landlord and Tenant each waives its right
of recovery against the other on account of any and all claims Landlord or Tenant may have against the
other, whether in contract or tort, with respect to any risk which could be insured against by insurance
required to be carried hereunder or otherwise carried (whether or not the party suffering the loss or
damage actually carries such insurance, recovers under such insurance or self insures the loss or
damage) or which right of recovery arises from loss of earnings or rents resulting from loss or damage
caused by such a risk. Each insurance policy carried by Landlord or Tenant hereunder, or which either
may obtain with respect to the Premises or the Shopping Center independent of the obligations
hereunder, shall provide that the insurer waives all rights of recovery by way of subrogation against
Landlord or Tenant in connection with all matters included within the scope of the waiver of recovery
contained in this Section 15.4.

16.      COMMON AREA

        16.1      Definition of Common Area: The “Common Area” is the entire area within the
Shopping Center that is not leased or available for lease. The Common Area includes, without limitation,
building walls and perimeter walls, canopies, supporting columns and roofs. The Common Area also
includes all facilities in the Shopping Center that are intended for common use including, but not limited
to, driveways, driving lanes, parking areas, lighting, service areas, pylons, signs, sidewalks and
landscaping. Any area shown on Exhibit A shall be deemed to be Common Area until such time as it is
improved with a building.

         16.2   Use of Common Area: Tenant and Tenant’s permitted occupants and their respective
invitees, customers and employees shall have the nonexclusive right to use the Common Area in
common with Landlord, other owners of portions of the Shopping Center, other tenants and their
permitted occupants, and their respective invitees, customers and employees for the use and purposes
designated by Landlord.

         16.3    Operation and Control of the Common Area: The Common Area shall be under the
exclusive management and control of Landlord who shall operate and maintain the Common Area during
the Term. The manner of operation and the expenditures therefor shall be in Landlord’s sole discretion.
Landlord reserves the right to appoint a substitute operator to carry out any or all of Landlord’s Common
Area rights and duties. Landlord shall have the right to reasonably designate, relocate and limit the use of
particular areas or portions of the Common Area for the efficient management, operation, maintenance
and use thereof, and Tenant shall comply with these restrictions, as long as parking for the Premises is
not materially adversely affected. Landlord shall have the right to conduct special promotional activities on
the Common Area.

        16.4      Employee Parking: Landlord shall have the right to designate areas within the Common
Area, or reasonably adjacent thereto, for the purpose of parking automobiles and other light vehicles of
transportation of Tenant, its subtenants, concessionaires, licensees, agents, representatives and
employees. Tenant, its subtenants, concessionaires, licensees, agents, representatives and employees
shall park their vehicles only in the areas designated by Landlord. Tenant shall, within five (5) days after

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written notice from Landlord, furnish to Landlord the state and license numbers of said vehicles in order to
facilitate enforcement of this provision.

          16.5    Maintenance and Common Area Expenses: Except as provided in the Article 17 and
18, Landlord shall maintain the Common Area in good repair, including establishing reserves for and/or
making replacements when and where necessary. Without limitation, Landlord’s obligation shall include
the following items: (i) management of the Common Area and the Shopping Center; (ii) cleaning and
steam cleaning; (iii) general maintenance and repairs; (iv) painting; (v) sweeping and janitorial services;
(vi) rubbish removal (exclusive of charges covered under Article 14); (vii) providing labor (including
payment of wages, benefits and payroll taxes for such labor), materials, and supplies in connection with
the operation and maintenance of the Common Area; (viii) providing and maintaining utility systems and
services, including payment of sewer service fees (exclusive of charges covered under Article 14);
(ix) resurfacing, resealing, remarking, painting or restriping paved and unpaved surfaces; (x) maintaining,
repairing reserving for replacement of and replacing all sidewalks, curbs, walkways, parking areas, roof,
HVAC systems, structural portions of the buildings within the Shopping Center, landscaping, planting and
irrigation systems, Shopping Center signs, trash facilities, loading and delivery areas, lighting, drainage
and directional or other signs, markers and bumpers; (xi) maintaining and repairing security systems and
alarms; (xii) costs incurred directly or indirectly to ensure that any building or Common Area system
(including, without limitation, security devices, alarm systems, HVAC systems and utility equipment) will
accurately process date and/or time data relating to the year 2000; (xiii) payment of premiums for
workers’ compensation, property, public liability and other insurance on or attributable to the Common
Area of the Shopping Center (without duplication for charges made under Article 15) and any deductible
under such insurance which Landlord incurs or pays following an insured casualty; (xiv) payment of rental
cost for or straight-line depreciation on tools, machinery and equipment used in connection with the
Common Area; (xv) payment of all real property and personal property taxes and assessments levied or
assessed against or attributed to the Common Area of the Shopping Center (without duplication for
charges made under Article 13); (xvi) payment of any regulatory fee or surcharge or similar imposition
imposed by governmental requirements relating to the parking facilities in the Shopping Center, whether
measured by the spaces or areas devoted to parking, the traffic generated by the Shopping Center or
otherwise; (xvii) payment of the cost of a security service and/or security system if Landlord determines
that such security is necessary; (xviii) cleaning, collection, storage and removal of trash, rubbish, dirt and
debris; (xix) servicing and maintaining and monitoring any fire sprinkler system; (xx) any alterations,
additions or improvements required to be made to the Common Area in order to comply with applicable
Laws; and (xxi) all other items necessary to keep the Common Area in a state of good and sanitary repair
and in compliance with all applicable Laws. The total of all costs and expenses paid or incurred by
Landlord in connection with the operation, maintenance, ownership and repair of the Common Area as
described in this Section 16.5 and an administrative fee equal to fifteen percent (15%) of (i) the
obligations incurred by Landlord pursuant to this Section 16.5 and (ii) the insurance premiums paid by
Landlord pursuant to Section 15.2.2 shall be defined as “Common Area Expenses” for purposes of this
Lease.

          16.6    Tenant’s Contribution: Commencing on the Lease Commencement Date, Tenant shall
pay to Landlord monthly, as Additional Rent, Tenant’s pro rata share of the Common Area Expenses paid
or incurred by Landlord pursuant to Section 16.5 based either on (a) the amount of such expenses
actually paid or incurred during the billing period, payable within ten (10) business days after billing, or (b)
equal monthly installments that have been estimated in advance by Landlord for a particular calendar
year, payable on the first day of each month. Landlord may adjust the monthly estimated sum at the end
of each calendar quarter on the basis of Landlord's reasonably anticipated costs. Landlord shall, after the
end of each calendar year, adjust any estimated expenses to reflect the actual expenses incurred for that
year. Any underpayment shall be paid by Tenant within ten (10) days of billing and any overpayment shall
be credited to the next installment of Additional Rent due from Tenant under this Lease. In the event
Tenant disputes inclusion within any billing by Landlord of any item of Common Area Expenses, Tenant
shall not be permitted to withhold payment of its entire pro rata share of Common Area Expenses pending
resolution of such dispute. Tenant’s pro rata share shall be equal to the ratio which Tenant’s ground floor
gross leasable area bears to the total ground floor gross leasable area in the Shopping Center which is
from time to time occupied and open for business (but in no event less than ninety percent (90%) of the
total ground floor gross leasable area in the Shopping Center regardless of occupancy). Notwithstanding
the ratio set forth above, if Tenant benefits from a service which is utilized by less than all tenants at the
Shopping Center, Tenant’s pro rata share for that service shall be equal to the ratio which Tenant’s gross
leasable area bears to the total ground floor gross leasable area of those tenants in the Shopping Center
utilizing that particular service. Further, in those situations where occupants of freestanding buildings or
major tenants such as department stores, supermarkets, drug stores or the like, maintain portions of the
Common Area at their own expense, Tenant’s pro rata share shall be equal to the ratio which Tenant’s
ground floor gross leasable area bears to the ground floor gross leasable area of the Shopping Center
exclusive of the foregoing tenants or occupants.

        16.7    Records: Landlord shall keep records showing in reasonable detail all expenses
incurred for Common Area maintenance. These records shall, for a period of two (2) years after the end
of any calendar year, upon reasonable notice and request, be made available for inspection by Tenant or
its authorized agent(s) during business hours at the offices of Landlord or its designated agent. In no
event shall Tenant be entitled to review records beyond the preceding two calendar years or dispute
Common Area Expenses charged during such period. Tenant's prompt payment of its pro rata share of
Common Area Expenses may not be delayed by reason of any inspection of Landlord’s records then in
progress or to be made.



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17.     EMINENT DOMAIN

         17.1     Definition of Eminent Domain: Eminent Domain is the right of the government to take
private property for public use. If there is a taking of all or any part of the Shopping Center or any interest
therein through the power of Eminent Domain, whether by condemnation proceedings or any voluntary
conveyance under threat of a taking under the power of Eminent Domain (collectively referred to as a
“taking”), the rights and obligations of the parties with respect to the taking shall be as provided in this
Article 17.

        17.2    Total Taking: If there is a taking of all of the Premises, this Lease shall terminate as of
the date of possession of the Premises is taken.

         17.3    Partial Taking: If a partial taking occurs of the Premises which materially adversely
affects the operation of the Tenant’s business, either party may elect to terminate this Lease. If either
party elects to exercise its right to terminate the Lease, the terminating party shall give the other party
written notice of such election not later than thirty (30) days after the condemnor takes possession of the
condemned portion of Premises. If neither party gives such notice, this Lease shall remain in full force
and effect, and Rent shall be adjusted as provided in Section 17.7.

         17.4    Common Area: If a portion of the Common Area is taken which materially adversely
affects the operation of Tenant’s business and Landlord is not able to relocate Tenant to a mutually
satisfactory substitute premises, either party may elect to terminate this Lease. In such event, the
terminating party shall give the other party written notice of such election not later than thirty (30) days
after the condemnor takes possession of the condemned portion of the Common Areas. Notwithstanding
anything in this Section 17.4 to the contrary, Tenant shall not have the right to terminate this Lease if
Landlord provides additional parking area which, when combined with the remaining parking area,
provides sufficient parking for the Shopping Center (defined as a ratio of parking to gross leasable area
which shall be approved by the applicable governmental agency).

         17.5    Termination Date: If this Lease is terminated in accordance with the provisions of
Section 17.2, termination shall become effective as of the date physical possession of the condemned
portion is taken. If this Lease is terminated in accordance with the provisions of Sections 17.3 or 17.4,
termination shall become effective as of the date Tenant delivers possession of the Premises to Landlord.

        17.6    Repair and Restoration: If this Lease is not terminated as provided in this Article 17,
Landlord, at its sole expense, shall restore with due diligence the remainder of the improvements
occupied by Tenant so far as practicable to a complete unit of like quality, character and condition as that
which existed immediately prior to the taking. However, the scope of the work shall not exceed the scope
of the work performed in the original construction of the Premises, and in any event, Landlord shall not be
obligated to expend an amount greater than that which was awarded to Landlord for the improvements
occupied by Tenant.

        17.7    Rent Adjustment: If this Lease is not terminated as provided in this Article 17, the
Minimum Rent shall be reduced as of the date possession of the condemned portion of the Premises is
taken by that proportion which the gross leasable area taken from the Premises bears to Tenant’s gross
leasable area immediately before the taking. All other Rents payable under this Lease shall continue
unabated.

         17.8    Award: The entire award or compensation from any condemnation, whether for a total or
partial taking or for the value of the leasehold, including bonus value, if any, shall belong to Landlord.
Without derogating the rights of Landlord or diminishing any award to Landlord, Tenant shall be entitled to
recover from the condemnor such compensation as may be separately awarded by the condemnor to
Tenant or recoverable from the condemnor by Tenant in its own right for (i) the value of any Alterations
made by Tenant and designated for removal by Landlord, (ii) the taking of Tenant’s personal property, (iii)
relocation expenses and (iv) the loss of goodwill.

        17.9     Waiver: Tenant hereby waives any right at law or in equity which it might have to
terminate this Lease on account of any taking by condemnation or power of Eminent Domain affecting the
Premises, the building within which the Premises is located and/or the Shopping Center, including all
rights under California Code of Civil Procedure Sections 1265.120 and 1265.130, and any similar or
successor statues. In the event of such a taking, the rights, duties and obligations of the parties shall be
governed solely by the applicable provisions of this Lease with respect thereto.

18.     DAMAGE AND RESTORATION

         18.1    Insured Casualty: If the Premises or any portion thereof should be damaged or
destroyed by any casualty insured under any insurance policy required to be maintained by Landlord
under this Lease, Landlord shall, without undue delay, repair, reconstruct and/or restore the same so far
as practicable to the condition in which the Premises were immediately prior to such damage or
destruction. Landlord’s obligation under this Section 18.1 shall not exceed the proceeds from Landlord’s
insurance. Tenant shall have no interest in or claim to any portion of the proceeds of any insurance
policy carried by Landlord.

         18.2      Last Two Years of Term: If, during the last two (2) years of the Term of this Lease, the
Premises are damaged to the extent of fifty percent (50%) or more of the actual replacement value,
Landlord may elect to terminate this Lease by giving at least fifteen (15) days’ written notice to Tenant
within thirty (30) days after the date of the damage. However, if Tenant, within ten (10) days after receipt
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of such notice, gives written notice to Landlord extending the Term for a period of five (5) years or more in
accordance with any option which Tenant may have, Landlord shall restore the Premises in accordance
with Section 18.1 (unless Landlord is entitled to and does terminate this Lease as provided in Section
18.3).

        18.3     Landlord’s Option to Terminate: In addition to Landlord’s option to terminate under
Section 18.2, if (i) fifty percent (50%) or more of the gross leasable area of the building within which the
Premises is located or twenty five percent (25%) or more of the gross leasable area of the Shopping
Center is damaged or destroyed by any casualty insured under Landlord's insurance carried under this
Lease (notwithstanding that the Premises may sustain no material damage), or (ii) the building within
which the Premises is located is damaged or destroyed by casualty so insured and the cost of repair or
replacement equals or exceeds thirty-three and one-third percent (33-1/3%) of the actual replacement
cost thereof, or (iii) the Premises, the building within which the Premises is located and/or the Shopping
Center, or any portion thereof, are damaged or destroyed in whole or in part from any cause or casualty
which is not insured under Landlord's casualty insurance carried under this Lease, then, in any such
event, Landlord may elect, in its sole discretion, to (a) repair or rebuild the damaged or destroyed portion
of the Premises, building or Shopping Center or (b) terminate this Lease by giving written notice of such
termination to Tenant. Landlord shall make its election within sixty (60) days after any such casualty. If
Landlord elects not to repair or rebuild and (i) Tenant has been unable to conduct business from the
Premises, this Lease shall terminate retroactive to the date upon which Tenant’s business was materially
adversely affected by the casualty; or (ii) if Tenant has conducted business from the Premises after such
casualty, this Lease shall terminate upon Tenant’s delivery of the Premises to Landlord, which in no event
shall occur later than thirty (30) days after Landlord’s notice of its election to terminate. If Landlord does
not terminate this Lease, Landlord and Tenant shall restore the Premises in the same manner and to the
same extent as work was done by each of them in the original improvement and fixturizing of the
Premises for Tenant’s Permitted Use.

         18.4     Abatement of Rent: Tenant shall, at all times after any damage to or destruction of the
Premises, continue to operate its business to the extent practicable. During the period commencing on
the date of damage and ending with the completion of Landlord's reconstruction, the Minimum Rent shall
be abated in an amount equal to the proportion which the number of square feet of gross leasable area in
the Premises rendered untenantable bears to the total number of square feet of gross leasable area in
the Premises immediately prior to the damage but only to the extent such loss is covered by insurance
required to be maintained under this Lease. Tenant shall commence any necessary repairs to its
furniture, fixtures or equipment and restock the Premises immediately after Landlord’s completion of
reconstruction; and Tenant shall thereafter prosecute such repairs and restocking to completion with all
due diligence.

         18.5     Effect of Termination: If this Lease is terminated under any of the provisions of this
Article 18, such termination shall become effective in accordance with the respective notice provisions set
forth in this Article 18; provided, however, all Rents to be paid by Tenant under this Lease shall be
prorated and paid either as of the date of damage or destruction, or as of the date Tenant ceases doing
business in, upon, or from the Premises, whichever last occurs.

         18.6    Waiver: Section 1932(2) of the California Civil Code provides that the “hirer of a thing”
may terminate the hiring upon partial or total destruction of the thing hired and Section 1933(4) provides
that the “hiring of a thing” terminates by the destruction of the thing hired. Such statutes conflict with
certain provisions of this Lease. Accordingly, Tenant waives any rights it has or could have under these
statutes or similar or successor statutes. In the event of any such damage or destruction, the rights,
duties and obligations of the parties shall be governed solely by the applicable provisions of this Lease
with respect thereto.

19.     ASSIGNMENT AND SUBLETTING

        19.1    Definitions: As used in this Article 19, the following definitions shall apply:

        (i) “Transfer” means any voluntary, unconditional and present (a) assignment of all or a portion of
Tenant’s interest, rights and duties in the Lease and the Premises, including Tenant’s right to use, occupy
and possess the Premises, or (b) sublease of Tenant’s right to use, occupy and possess the Premises, in
whole or in part;

       (ii) “Encumbrance” means any conditional, contingent or deferred assignment, sublease or
conveyance made by Tenant of all or a portion of Tenant’s interest, rights or duties in the Lease or the
Premises, including Tenant’s right to use, occupy or possess the Premises, in whole or in part, in
connection with any lien, license, concession or other security arrangement;

      (iii) “Change of Control” means any change in the identity of the person or persons exercising, or
who may exercise, effective control of Tenant;

        (iv) “Transferee” means the proposed assignee, subtenant, mortgagee, beneficiary, pledgee or
other recipient of Tenant’s interest, rights or duties in this Lease or the Premises pursuant to a Transfer or
Change of Control.

         19.2      Restrictions: Tenant shall not make or consent to any Encumbrance without the prior
written consent of Landlord, which Landlord may grant or withhold in its sole and absolute discretion.
Tenant shall not enter into, or consent to any Transfer or Change of Control without the prior written
consent of Landlord, which Landlord shall not withhold unreasonably. Although the following list shall not
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be deemed exclusive, it shall be reasonable for Landlord to withhold its consent in any of the following
situations:

        (i) Landlord has a reasonable basis for disapproving the use to be made of the Premises by the
Transferee under Section 2.1 above;

        (ii) In Landlord’s reasonable business judgment, the Transferee lacks sufficient experience to
operate a successful business of the type and quality permitted under the Lease;

        (iii) In Landlord’s reasonable business judgment, the present net worth of the Transferee is less
than the greater of Tenant’s net worth at the Lease Effective Date or Tenant’s net worth at the date of
Tenant’s request for consent;

         (iv) In Landlord’s reasonable business judgment, the Transferee lacks sufficient creditworthiness
to provide assurance that it will discharge its responsibilities under this Lease;

        (v) The Percentage Rent that Landlord reasonably anticipates receiving from the Transferee is
less than the greater of that which (a) Landlord is currently receiving from Tenant or (b) anticipates
receiving during the Term of this Lease;

        (vi) The proposed Transfer or Change of Control would breach any covenant of Landlord
respecting radius, location, use, prohibited use or exclusivity in any other lease, financing agreement, or
other agreement relating to the Shopping Center;

       (vii) The proposed Transfer or Change of Control provides for rentals different from those which
are payable by Tenant;

       (viii) The proposed Transfer or Change of Control would impose any additional burden on the
Shopping Center and/or any other tenant or occupant of the Shopping Center; or

         (ix) The proposed Transferee’s use of the Premises involves the generation, use, storage,
treatment or disposal of Hazardous Material (as such term is defined in this Lease); the proposed
Transferee has been required by any prior landlord, lender or governmental authority to take remedial
action in connection with Hazardous Material contaminating a property if the contamination resulted from
the Transferee’s actions or use of that property; or the proposed Transferee is subject to an enforcement
order issued by any governmental authority in connection with the generation, use, storage, treatment or
disposal of Hazardous Material.

        19.3    Condition Precedent: Tenant shall not have the right to enter into a Transfer,
Encumbrance or Change of Control or request Landlord’s consideration of same if Tenant is in default of
any term or covenant of this Lease.

        19.4     Procedures: If Tenant desires to enter into a Transfer, Encumbrance or Change of
Control, Tenant shall give notice to Landlord by requesting in writing Landlord’s consent to such
transaction at least sixty (60) days before the effective date of any such transaction. Simultaneously with
Tenant’s request for Landlord’s consent (other than as provided in subparagraph (iv) below), Tenant shall
provide Landlord with the following:

        (i) A written statement from Tenant requesting Landlord’s evaluation of the proposed transaction
and indicating that Tenant intends to consummate the transaction if Landlord consents thereto;

        (ii) Complete information concerning the proposed transaction, including its nature, effective
date, terms and conditions. Tenant shall also provide Landlord with other documents pertaining to the
proposed transaction which Landlord may reasonably request;

        (iii) A description of the identity, financial condition, creditworthiness and previous business
experience of the Transferee, including, without limitation, copies of Transferee’s last three (3) years’
income statements, balance sheet and change-of-financial position statements (with accompanying notes
and disclosures of all material changes thereto) in audited form, if available and if not, certified as
accurate by the Transferee;

       (iv) Any further information relevant to the transaction which Landlord shall have reasonably
requested within fifteen (15) days after receipt of Tenant’s request for consent; and

        (v) A non-refundable fee of Two Hundred Fifty and 00/100 Dollars ($250.00) which shall be
credited against Landlord's costs and fees to be reimbursed by Tenant pursuant to Section 19.5

Within thirty (30) days after receipt of Tenant’s request for consent, Landlord may respond as follows: (a)
consent to the transaction; (b) deny consent to the transaction; (c) consent to the transaction contingent
upon compliance with one or more conditions agreed upon between Landlord and Tenant; or (d)
recapture the Premises and terminate this Lease.

         19.5      Documentation, Expenses, Continuing Liability: Each transaction to which Landlord
consents pursuant to this Article 19 shall be evidenced by a written agreement in a form which is
satisfactory to Landlord and executed by Tenant and Transferee. Transferee shall agree to assume this
Lease and perform the obligations of Tenant. Unless expressly released in writing by Landlord, Tenant
shall remain fully liable as a surety to Landlord for the full performance of Tenant’s obligations under the
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Lease following the Transfer, Encumbrance or Change of Control. Tenant hereby irrevocably and
unconditionally waives each and all of its suretyship defenses and rights which are set forth in California
Civil Code Sections 2787 through 2885. Tenant shall, on demand of Landlord, reimburse Landlord for all
reasonable costs and attorneys’ fees incurred by Landlord in connection with the evaluation, processing,
and/or documentation of any requested Transfer or Encumbrance, whether or not Landlord’s consent is
granted.

        19.6    Consideration to Landlord: If Landlord consents to any Transfer or Change of Control,
the Minimum Rent payable under this Lease shall be increased on the effective date of the transaction to
the highest of:

         (i) The minimum or base rental payable by the Transferee to the Tenant;

        (ii) The Minimum Rent, adjusted upward only, in accordance with the provisions of Section 4.3 of
this Lease (if applicable), whether or not such increase would otherwise be due at that time; and

        (iii) An amount equal to the total of the Minimum Rent plus Percentage Rent required to be paid
by Tenant pursuant to this Lease during the twelve (12) month period immediately preceding such
transaction

Tenant acknowledges that the purpose of this Section 19.6 is to preclude Tenant from obtaining a profit in
the real property interests under this Lease in connection with a Transfer or Change of Control.

         19.7     Nullity: Any purported Transfer, Encumbrance or Change of Control consummated in
violation of the provisions of this Article 19 shall be null and void and of no force or effect. Tenant’s failure
to comply with the provisions of this Article 19 or the consummation of any Transfer, Encumbrance or
Change of Control in violation of the provisions of this Article 19 shall constitute a non-curable default of
this Lease.

20.      DEFAULTS BY TENANT

       20.1    Events of Default: The occurrence of any of the following shall constitute a default by
Tenant and a breach of this Lease:

       (i) Failing or refusing to pay any amount of Minimum Rent, Percentage Rent or Additional Rent
when due in accordance with the provisions of this Lease;

        (ii) Failing or refusing to occupy and/or operate the Premises in accordance with the provisions of
this Lease;

        (iii) Failing or refusing to perform fully and promptly any covenant or condition of this Lease,
other than those specified in subparagraphs (i) and (ii) above, the breach of which Tenant is capable of
curing after reasonable notice from Landlord; or

         (iv) Use of the Premises for an unlawful purpose; entering into any Transfer, Encumbrance or
Change of Control contrary to the provisions of this Lease; understating Gross Receipts by more than five
percent (5%); committing a nuisance, waste or any other act which may disturb the quiet enjoyment of
any person in the Shopping Center; breach of Article 9 of this Lease on any occasion during a given
calendar year of the Term in which Tenant has received two (2) or more default notices for such breach;
failing or refusing to pay any amount of Minimum Rent, Percentage Rent or Additional Rent more than
twice during a given calendar year; or committing any other breach of the Lease which is not capable of
cure. The defaults set forth in this Section 20.1(iv) shall collectively be referred to as “non-curable
defaults.”

           20.2    Notices: Following the occurrence of any of the defaults specified in subparagraphs (i),
(ii) or (iii) of Section 20.1, Landlord shall give Tenant, and any subtenant, written notice specifying the
nature of the default and demand that each default be fully cured within the time period specified below or
quit the Premises and surrender possession of the same to Landlord:

         (i) For nonpayment of Minimum Rent, Percentage Rent or Additional Rent, three (3) days;

         (ii) For a default under Article 9, three (3) days;

        (iii) For a default under Section 20.1(iii), a reasonable period not to exceed ten (10) days
(provided, however, that if such default cannot be cured within said time period, Tenant shall be deemed
to have cured such default if Tenant so notifies Landlord in writing, commences cure of the default within
said time period, and thereafter diligently and in good faith continues with and actually completes said
cure); and

         (iv) For non-curable defaults specified in subparagraph (iv) of Section 20.1 or any other non-
curable default, Landlord shall give Tenant, and any subtenant, a written notice specifying the nature of
the default and Landlord shall have the right to demand in said notice that Tenant quit the Premises within
five (5) days. The time periods provided in this Section 20.2 shall be in lieu of, and not in addition to, any
similar time periods prescribed by law as a condition precedent to the commencement of legal action for
possession of the Premises.


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         20.3    Rights and Remedies: Should Tenant fail to cure any default within the required time
periods specified in this Article 20 or fail to quit the Premises, as applicable, Landlord may exercise any of
the following rights without further notice or demand of any kind to Tenant or any other person, except as
required by applicable law:

        (i) The right of Landlord to terminate this Lease and Tenant’s right to possession of the Premises
and to reenter the Premises, take possession thereof and remove all persons therefrom;

        (ii) The right of Landlord, to reenter the Premises and occupy the whole or any part thereof for
and on account of Tenant and to enforce all Landlord’s rights and remedies under California Civil Code
Section 1951.4, including the right to collect any unpaid rentals and other charges, which have become
payable, or which may thereafter become payable, without terminating this Lease and Tenant’s right to
possession of the Premises; or

       (iii) The right of Landlord, even though it may have reentered the Premises, in accordance with
subparagraph (ii) of this Section 20.3, to elect thereafter to terminate this Lease and Tenant’s right to
possession of the Premises.

        20.4   Damages: Should Landlord terminate this Lease and Tenant’s right to possession of the
Premises due to a default by Tenant, Landlord may exercise all rights and remedies available to Landlord
under this Lease and under California Civil Code Section 1951.2, including the right to recover from
Tenant, as damages, all of the following:

       (i) The worth at the time of award of any unpaid rent and other sums due under the Lease which
had been earned at the time of such termination;

        (ii) The worth at the time of award of the amount by which the unpaid rent and other sums due
under the Lease which would have been earned after termination until the time of award exceeds the
amount of such rental or other loss Tenant proves could have been reasonably avoided;

         (iii) The worth at the time of award of the amount by which the unpaid rent and other sums due
under the Lease for the balance of the Term after the time of award exceeds the amount of such rental or
other loss that Tenant proves could be reasonably avoided;

       (iv) Any other amount necessary to compensate Landlord for the detriment proximately caused
by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things
would be likely to result therefrom; and

        (v) Such other amounts in addition to or in lieu of the foregoing as may be permitted by
applicable law.

        As used in subparagraphs (i) and (ii) of this Section 20.4, the “worth at the time of award” is
computed by allowing interest at the then maximum rate allowed by the usury or similar law, if any. As
used in subparagraph (iii) of this Section 20.4, the “worth at the time of award” is computed by
discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of
award plus one percent (1%).

        All Rent, other than Minimum Rent, shall for the purposes of calculating any amount due under
the provisions of subparagraph (iii) of this Section 20.4, be computed on the basis of the average monthly
amount thereof accruing during the immediately preceding twelve (12) month period, except that, if it
becomes necessary to compute such rental before a twelve (12) month period has occurred, then such
rental shall be computed on the basis of the average monthly amount accruing during such shorter
period.

         20.5   Fixtures and Personal Property: In the event of Tenant’s default, Tenant shall not
remove any of Tenant’s property from the Premises during the period of default. Landlord shall have the
option to (i) require Tenant to remove Tenant’s property from the Premises; (ii) take the exclusive
possession of and use Tenant’s property free of rent or charge until all defaults have been cured; or (iii)
remove all or any part of Tenant’s property and place it in storage at a public warehouse at the expense
and risk of Tenant. The rights and remedies given to Landlord in this Section shall supplement all other
rights or remedies which Landlord may have under the law.

         20.6    Performance by Landlord: Notwithstanding any provision of this Article 20, (a) if
Tenant fails to comply in a timely manner with any governmental or insurance requirements, or (b) if
Landlord believes that the continuance of any default by Tenant for the full period of notice provided for
herein will jeopardize the physical condition of the Shopping Center or the Premises, Landlord may,
without notice, elect to perform those acts with respect to which Tenant is in default for the account and at
the expense of Tenant. If because of such default by Tenant, Landlord is compelled or elects to pay any
sum of money, including, without limitation, reasonable attorneys’ fees, the amount paid by Landlord, with
Interest thereon from the date of payment, shall be immediately due as Additional Rent.

        20.7    Security Interest:

         (i) In addition to all other lien rights Landlord may have under law regarding Tenant’s property,
and without limiting the same, Tenant gives Landlord a security interest, subject and subordinate only to
security interests held by third party suppliers of Tenant’s property and/or Tenant’s lenders, to secure
payment of (i) all Rent becoming due from Tenant and (ii) any damage or loss which Landlord may suffer
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by reason of the breach by Tenant of any covenant contained herein, upon all stock in trade and Tenant’s
property then located on the Premises (the “secured property”) and all proceeds therefrom. The secured
property shall not be removed without the consent of Landlord until all arrearages in Rent, as well as any
and all other sums of money then due Landlord, shall have been paid and all of Tenant’s covenants have
been fully performed by Tenant.

         (ii) Upon any default by Tenant, Landlord may, in addition to any other remedies provided herein
or by law, enter the Premises and take possession of any or all of the secured property without liability for
trespass or conversion, and sell the secured property at public or private sale, provided that Landlord
follows the applicable procedures then set forth in the Uniform Commercial Code of the State of
California.

        (iii) Upon request by Landlord, Tenant agrees to execute and deliver to Landlord a financing
statement in form sufficient to perfect the security interest of Landlord in the secured property and
products and proceeds thereof under the laws of the State of California.

        20.8     Additional Remedies:

         (i) If Landlord has paid for any of Tenant’s improvements of the Premises and this Lease is
terminated by Landlord because of a default by Tenant, Landlord may recover the entire unamortized
portion of the amount paid, with amortization based on a straight-line basis over the Term. Such portion
shall be due and payable in full in a lump sum on the date of termination of this Lease.

         (ii) Upon Tenant’s default, in addition to all remedies provided in this Lease, Landlord shall be
entitled to exercise any right or remedy then provided by law, including, without limitation, injunctive relief
and the right to recover all damages caused by Tenant’s default. Damages shall include unamortized
leasing commissions paid or payable to any real estate broker in connection with this Lease. Landlord’s
elections and remedies shall be cumulative. None of Landlord’s elections and remedies shall be exclusive
of any others, or of any right, election or remedy allowed by law.

        (iii) If this Lease provides for a period of “free” or abated rent, the free or abated rent shall
immediately become due and payable in full upon Tenant’s default of this Lease if such default is not
cured prior to the expiration of the applicable notice period prescribed in this Lease. In such case, the
abated rent shall be calculated based on the full initial rent payable under this Lease.

21.     INSOLVENCY; INVOLUNTARY TRANSFERS

        21.1     Right of Termination: Should any of the following events occur, Landlord may
terminate this Lease and any interest of Tenant therein, effective with the commencement of the event:

        (i) Proceedings are instituted whereby all, or substantially all, of Tenant’s assets are placed in the
hands of a receiver, trustee or assignee for the benefit of Tenant’s creditors, and such proceedings shall
continue for at least ten (10) days;

        (ii) Any creditor of Tenant institutes judicial or administrative process to execute on, attach or
otherwise seize any of Tenant’s merchandise, fixtures or personal property, located on the Premises and
Tenant fails to discharge, set aside, exonerate such process by posting a bond, or otherwise obtain a
release of such property within ten (10) days;

        (iii) Tenant becomes a debtor in any case filed under the Bankruptcy Code or similar law
providing relief to bankrupt or insolvent debtors;

        (iv) Tenant makes a bulk sale of all, or substantially all, of Tenant’s merchandise, except in a
permitted Occupancy Transaction, and fails to replace the same with similar items of equal or greater
value and utility within three (3) days; or

        (v) Any of the foregoing events occurs with respect to any Guarantor of this Lease.

         21.2   Landlord Consent: It is understood and agreed that neither this Lease, nor any interest
in this Lease, nor any estate created by this Lease, shall pass by operation of law under the State or
Federal insolvency or bankruptcy act to any trustee, receiver, assignee for the benefit of creditors or any
other person without the prior written consent of Landlord.

22.     LANDLORD’S DEFAULT

        22.1    Landlord’s Default: If Landlord fails to make a payment to Tenant when required,
Landlord shall not be deemed in default until the expiration of thirty (30) days after written notice from
Tenant. Landlord shall not be deemed in default of any other failure to perform unless Landlord fails to
perform such obligation within thirty (30) days after receipt of written notice from Tenant, provided,
however, if the nature of the obligation is such that it cannot be performed within the thirty (30) day
period, Landlord shall have such additional time as may be reasonably necessary to complete
performance. In no event shall Tenant be authorized to withhold Rent as an offset to any alleged default
by Landlord.

         22.2      Notice to Lender: Whenever Tenant is required to serve notice of Landlord’s failure to
perform, written notice shall also be served at the same time upon any lender whose name and address
has been previously given in writing to Tenant. Such lender shall have the periods of time to perform
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Landlord’s obligations which are provided in this Lease. Said periods shall commence thirty (30) days
after notice has been provided unless Landlord or lender is diligently pursuing a cure of the default.
Representatives of the lender shall have the right to enter upon the Premises for this purpose. If
possession of the Premises is necessary for performance, the lender shall have such further time to
perform as may be necessary to obtain lawful possession of the Premises.

        22.3      Limitation of Landlord’s Liability: Tenant shall look solely to the interest of Landlord in
the land and buildings in the Shopping Center, subject to the prior rights of a lender, for the satisfaction of
any judgment or other judicial process requiring the payment or encumbrance of money by Landlord in
the event of any default by Landlord. No other assets of Landlord shall be subject to levy, execution or
other procedures for the satisfaction of Tenant’s rights. The term “Landlord” as used in this Article 22
shall be deemed to refer to a lender during the period, if any, that a lender owns the Shopping Center
after acquiring the Shopping Center by foreclosure sale or deed in lieu of foreclosure.

23.     RIGHT OF ACCESS

         Landlord and its authorized agents and representatives shall be entitled to enter the Premises at
all reasonable times for any reasonable purpose, including, without limitation: showing or inspecting the
Premises, making necessary repairs, serving or posting notices or curing a default of Tenant (if Landlord
elects to do so). Nothing in the preceding sentence shall be construed to imply a duty on Landlord or
make repairs that Tenant has agreed to make. During the last one hundred twenty (120) days of the
Term, Landlord may post ordinary signs, in or about the Premises, advertising it for Lease. During the
repair of the Premises or the exercise of any of Landlord’s rights, Landlord, without abatement of Rent,
may erect scaffolding and other necessary structures where reasonably required for construction or repair
work, provided that the entrance of the Premises shall not be unreasonably blocked. No exercise by
Landlord of any of the rights reserved herein shall entitle Tenant to (i) a reduction of Rent, (ii) damages
for any injury or inconvenience to or interference with Tenant’s business, (iii) any loss of occupancy or
quiet enjoyment of the Premises or (iv) any other loss occasioned thereby. Landlord shall, without liability
to Tenant, have the right to use any and all means which Landlord may deem proper to obtain entry to the
Premises for any of the above purposes, and such entry shall not be deemed to be forcible or unlawful
entry into the Premises or an eviction of Tenant from the Premises.

24.     LIENS

        24.1    Tenant’s Covenants: Tenant will pay, or cause to be paid, all costs of labor, services
and/or materials supplied in connection with any work done, or caused to be done, on the Premises.
Tenant will keep the Premises and the Shopping Center free and clear of all mechanics’ liens and other
such liens on account of work done for Tenant or persons claiming under Tenant.

         24.2   Contest of Lien: If Tenant desires to contest any claim of a mechanics’ lien, it shall post
a lien release bond, issued by a responsible corporate surety, in an amount sufficient to satisfy statutory
requirements. Upon resolution of the legal proceedings, Tenant shall promptly pay or cause to be paid all
sums awarded to the claimant.

         24.3    Landlord’s Right to Cure: If Tenant shall fail to provide security for, or satisfaction of,
any mechanic’s lien, then Landlord, in addition to any other rights or remedies it may have, may (but shall
not be obligated to) discharge said lien by (a) paying the claimant an amount sufficient to settle and
discharge the claim, (b) posting a mechanics’ lien release bond, or (c) taking such other action as
Landlord shall deem appropriate. Tenant shall pay as Additional Rent, upon Landlord’s demand, all costs
incurred by Landlord in settling and discharging said lien, including reasonable attorney fees and Interest,
calculated from the date of Landlord’s payment of said costs. Landlord’s payment of said costs shall not
constitute a waiver of any default of Tenant.

         24.4     Notice of Lien: Tenant shall immediately notify Landlord in writing of any claim of lien
filed against the Premises or the commencement of any action affecting the title thereto.

         24.5      Notice of Non-Responsibility: Landlord or its representatives shall at any reasonable
time, have the right to enter the Premises to post and keep posted on the Premises, notices of non-
responsibility or such other notices which Landlord may deem to be proper for the protection of Landlord’s
interest in the Premises. Before the commencement of any work which might result in a mechanic’s lien,
Tenant shall give to Landlord prior written notice of its intentions (in no event less than fifteen [15] days’
notice) in sufficient time to enable Landlord to post such notices.

25.     EXPENDITURES BY LANDLORD

         If Tenant shall fail to discharge its obligation to make any payment or expenditure, or to do any
act or thing, under this Lease, Landlord shall be entitled but not obligated to enter upon the Premises, if
necessary, and to take such action on behalf of Tenant. In such event the costs incurred by Landlord
shall be reimbursed by Tenant, including reasonable attorney’s fees and Interest. Such charges shall be
deemed Additional Rent and shall be added to the next installment of Minimum Rent due from Tenant.

26.     INDEMNITY AND WAIVER

         26.1      Tenant’s Indemnity: Except in the case of Landlord’s sole gross negligence or willful
misconduct, Tenant shall defend (using counsel acceptable to Landlord) and indemnify Landlord against
and hold Landlord harmless from any liens, claims or liabilities, including all costs of defense, from or
connected with (i) the operation of Tenant’s business on the Premises or any portion of the Common
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Area which is under the exclusive control of Tenant, (ii) the use or occupancy of Tenant’s Premises, (iii)
any default on the part of Tenant in the performance of any of its covenants under this Lease, (iv) the
violation of or noncompliance with any governmental requirements or insurance requirements, (v)
damage connected with burglary, theft or other illegal act on the Premises, (vi) Tenant’s generation, use,
disposal or storage of Hazardous Materials in the Premises or the Shopping Center or (vi) any acts or
omissions of Tenant, its subtenants and assigns or any other person upon the Premises by license or
invitation of Tenant. Tenant’s indemnity shall survive the expiration or earlier termination of the Lease.

         26.2      Landlord’s Indemnity: Except in the case of Tenant’s sole gross negligence or willful
misconduct, Landlord shall defend and indemnify Tenant against and hold Tenant harmless from all liens,
claims or liabilities, including all costs of defense, from or connected with the Common Area that is under
Landlord’s control; damages to the Premises caused by any work done by or for Landlord; or any gross
negligence or willful omission act of Landlord, its agents or employees causing injury to Tenant or any
third party.

        26.3     Waiver: All property within the Premises shall be kept there at Tenant’s sole risk.
Landlord shall not be liable to Tenant, and Tenant waives all claims against Landlord, for damages to
property sustained by Tenant whether or not caused by Landlord or through the acts or omissions of any
persons present in the Shopping Center or renting or occupying any part of the Shopping Center.
Landlord shall not be liable for loss or damages to Tenant or its property from burst, stopped or leaking
sewers, pipes, conduits, or plumbing fixtures, or for interruption of any utility services, or from any failure
of or defect in any electric line, circuit or facility, roof or any type of improvement or service on or
furnished to the Premises, or resulting from any accident in or about the Premises.

27.      HOLDING OVER

         If Tenant holds the Premises after the expiration of the Term hereof or earlier termination of the
Lease, with the consent of Landlord, such holding over shall, in the absence of a written agreement to the
contrary, be deemed to have created a tenancy from month to month, terminable on thirty (30) days’
notice by either party. The monthly Minimum Rent during the hold over tenancy shall be one hundred fifty
percent (150%) of the monthly Minimum Rent in effect in the month immediately preceding the holdover
period, with the same Percentage Rent payable monthly on the tenth day of each month, together with all
other Additional Rent payable by Tenant under this Lease. Tenant shall otherwise be subject to all terms
of this Lease that are applicable to a month to month tenancy. Nothing contained in this Article 27 shall be
construed as consent to such holding over. If Tenant fails to surrender the Premises upon the expiration
or termination of this Lease, Tenant shall indemnify Landlord against and hold Landlord harmless from
any loss of rent that was payable by any succeeding Tenant and any claims, demands, liability, damages
or expenses resulting from such failure, including any claims made by any succeeding Tenant.

28.      QUIET ENJOYMENT

         Subject to the provisions of this Lease and any mortgage or deed of trust encumbering the
Shopping Center, further subject to the rights of Landlord under this Lease and the mortgagee or
beneficiary under the mortgage or deed of trust, and conditioned upon Tenant’s performance of all
obligations to be performed by Tenant hereunder, Tenant shall have the quiet enjoyment and peaceful
possession of the Premises during the Term.

29.      SUBORDINATION AND ATTORNMENT

         29.1     Encumbrances: This Lease, at Landlord’s option, shall be subordinate to the interest of
any lessor in a sale-leaseback transaction (hereinafter deemed a mortgage) or to any mortgages or
deeds of trust that may now or hereafter encumber the Shopping Center or any portion of the Shopping
Center, provided that such mortgagees or beneficiaries request such subordination. Tenant shall attorn to
such mortgagees or beneficiaries in the event of foreclosure should they so request. It is the intention of
the parties that this provision shall be self-executing and no further instrument shall be required to effect
such subordination. Notwithstanding the foregoing, Tenant shall execute and deliver to Landlord without
cost, any further document or documents required for this purpose. If Tenant fails to do so within ten (10)
days after written request by Landlord, Tenant hereby appoints Landlord as Tenant’s special attorney-in-
fact to execute such document on behalf of Tenant. In addition, Tenant shall reimburse Landlord for
reasonable costs incurred in obtaining Tenant’s compliance with the provisions of this Section 29.1.

         29.2   Restrictions: The covenants and conditions in this Lease are in all respects subject to
the easements, covenants, conditions and restrictions in any declaration of restrictions or reciprocal
easement agreement or similar document, short form or memorandum of Lease or any tenant lease
affecting the Shopping Center (collectively called “restrictions”) to which the Shopping Center is now or
hereafter subject.

30.      DELAYS

         If either party to this Lease shall be delayed or hindered in or prevented from the performance of
any act required hereunder by reason of strikes, lockouts, labor troubles, inability to procure materials,
failure of power, restrictive governmental law or regulations, riots, insurrections, war or other reason of a
like nature not the fault of the party delayed, then performance of such act shall be excused for the period
of the delay, and the period for the performance of any such act shall be extended for a period equivalent
to the period of such delay. The provisions of this Article 30 shall not operate to excuse Tenant from
prompt payment of Rent or any other payment required by the terms of this Lease.

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31.      ESTOPPEL CERTIFICATES

          Within ten (10) days after notice from Landlord, Tenant shall execute and deliver to Landlord, in
the form attached hereto as Exhibit G or such other form which is satisfactory to Landlord and any current
or prospective lender, purchaser or successor in interest, an estoppel certificate stating that this Lease is
unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications
and any defenses or offsets. This estoppel certificate shall also state the amount of Minimum Rent, the
dates to which the rent has been paid in advance, and the amount of any security deposit or prepaid rent,
the Lease Commencement Date, the Rent Commencement Date and the Lease Expiration Date,
certification that Tenant is in possession and other information concerning the Lease that Landlord may
reasonably request.

         Failure to deliver this certificate within ten (10) days after notice from Landlord shall be conclusive
that this Lease is in full force and effect and has not been modified except as may be represented by the
Landlord. If Tenant fails to deliver the certificate within the ten (10) days, the Tenant irrevocably
constitutes and appoints the Landlord as its special attorney-in-fact to execute and deliver the certificate
to any third party. In addition, Tenant shall reimburse Landlord for reasonable costs incurred in obtaining
Tenant’s compliance with the provisions of this Article 31.

32.      ATTORNEYS’ FEES

        In the event of any legal action or proceeding between the parties, the prevailing party in such
action or proceeding shall be entitled to reimbursement of reasonable attorneys’ fees and expenses from
the other party.

33.      HAZARDOUS MATERIALS

         33.1      Definition and Prohibition: Tenant shall not use or permit the use of Hazardous
Material (as defined in this Section 33.1) in, on or about the Premises or in the Shopping Center without
the prior express written consent of Landlord, which consent may be withheld at Landlord’s sole
discretion. For purposes of this Lease, “Hazardous Material” includes, without limitation, chemicals,
pollutants, petroleum, petroleum products, asbestos, or asbestos-containing materials, polychlorinated
biphenyls, radioactive materials, radon gas, contaminants, wastes, or any chemical, material or
substance defined as or included in the definition of “hazardous wastes,” “toxic substances,” “hazardous
substances,” “extremely hazardous waste,” “restricted hazardous waste” or “toxic substances,” or words
of similar import, under any applicable laws. Tenant’s failure to obtain Landlord’s prior approval shall
constitute a material default of this Lease. Tenant’s request for Landlord’s prior consent shall include
identification of the Hazardous Material (including type and common name), Tenant’s intended use of the
Hazardous Material, and any other information concerning the Hazardous Material or Tenant’s handling,
storage, use, treatment, transport, discharge or disposal of the Hazardous Material that Landlord may
subsequently request.

        33.2     Environmental Questionnaire: If Tenant intends to handle, store, use, treat, transport,
discharge or dispose of any Hazardous Material, Tenant shall complete, execute and deliver to Landlord
an Environmental Questionnaire and Disclosure Statement, (in Landlord’s then current form)
(“Environmental Questionnaire”), ten (10) days prior to any activity by Tenant in, on, or about the
Premises or Shopping Center involving the Hazardous Material on the Premises. The completed
Environmental Questionnaire shall be deemed incorporated into this Lease for all purposes, and Landlord
shall be entitled to rely fully on the information contained therein. Tenant shall immediately update and
resubmit to Landlord the Environmental Questionnaire if changes occur in the nature, content, handling,
storage, use, treatment, transport, discharge, or disposal of the Hazardous Material.

       33.3      Compliance with Environmental Laws: Tenant agrees and covenant to comply with all
applicable federal, state, and local laws rules, regulations and ordinances relating to pollution or
protection of human health or the environment (collectively “Environmental Laws”) that are now or may in
the future be in effect, including, without limitation, all Environmental Laws governing the use, handling,
storage, treatment, transport, discharge and disposal of perchloroethylene (“PCE”) and all other
Hazardous Material. In no event shall Tenant dispose of Hazardous Material in, on, or about the
Premises, the Shopping Center, or in drains or on land in or adjacent to the Shopping Center.

      33.4     Permits: Tenant shall be solely responsible for obtaining and complying with all permits
necessary for the maintenance and operation of its business, including, without limitation, all permits
governing the use, handling, storage, treatment, transport, discharge and disposal of PCE and all other
Hazardous Material.

        33.5      Documents: Tenant shall promptly provide Landlord with complete copies of all
documents, correspondence and other written materials directed to or from, or relating to, Tenant
concerning environmental issues at the Premises or Shopping Center, including, without limitation,
documents relating to the release, potential release, investigation, compliance, cleanup and abatement of
Hazardous Material, and any claims, causes of action or other legal documents related to same. Within
twenty-four (24) hours of any unauthorized release, spill or discharge of Hazardous Material, in, on, or
about the Premises or Shopping Center, Tenant shall provide written notice to Landlord fully describing
the event. Tenant shall also provide Landlord with a copy of any document or correspondence submitted
by or on behalf of Tenant to any regulatory agency as a result of or in connection with the unauthorized
release, spill or discharge. Within twenty-four (24) hours of receipt by Tenant of any warning, notice of
violation, permit suspension or similar disciplinary measure relating to Tenant’s actual or alleged failure to

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comply with any environmental law, rule, regulation, ordinance or permit, Tenant shall provide written
notice to Landlord.

        33.6     Hazardous Materials Indemnity: In addition to the provisions of Article 26 of this Lease,
if the presence of Hazardous Material caused or permitted by Tenant, its employees, contractors and/or
agents (whether or not Landlord has consented thereto) results in contamination of the Shopping Center
or the Premises, or if contamination of the Shopping Center or the Premises by Hazardous Material
otherwise occurs for which Tenant is legally liable to Landlord for damages, then Tenant shall indemnify,
defend and hold Landlord harmless from any and all liens, claims, expenses or liabilities, (including,
without limitation, diminution in value of the Premises or the Shopping Center, damages for the loss or
restriction on use of leasable space or of any amenity of the Premises or the Shopping Center, damages
arising from any adverse impact on marketing of space in the Shopping Center, sums to remediate, clean
up or remove such contamination, and sums paid in settlement of claims, and all reasonable costs of
defense) which arise during or after the term as a result of such contamination. The foregoing indemnity
shall survive and be enforceable following expiration or termination of this Lease

         33.7    Remedial Action: If the handling, storage, use, treatment, transport, discharge or
disposal of Hazardous Material caused or permitted by Tenant (whether or not landlord has consented
thereto) results in or contributes to contamination of the Premises or the Shopping Center, Tenant shall
promptly take all actions at its sole expense, as are necessary to return the Premises or the Shopping
Center to the condition existing prior to the introduction of any such Hazardous Material to the Premises
or the Shopping Center, provided that Tenant first obtain Landlord’s express written consent for such
actions.

         33.8     No Nuisance, Trespass, or Waste: Tenant shall not cause or permit nuisance, trespass
or waste upon the Premises or Shopping Center, or cause or permit any other act or thing that otherwise
interferes with the use and enjoyment of the Premises or Shopping Center.

34.      MISCELLANEOUS

         34.1    Relationship of Parties: The only relationship of the parties is that of landlord and
tenant. Landlord shall not in any way or for any purpose be deemed a partner, joint venturer or member
of any joint enterprise with Tenant. No other party shall be deemed a third party beneficiary of the rights
conferred in this Lease.

        34.2     Interpretation and Severability: The captions by which the articles, sections and
paragraphs of this Lease are identified, and the placement of certain subject matter in particular sections,
paragraphs or subparagraphs are for convenience only and shall not affect the interpretation of this
Lease. All exhibits attached hereto are made a part of this Lease. Wherever the context so requires, the
singular number shall include the plural, the plural shall refer to the singular, and the masculine and
feminine genders shall be substituted for the neutral gender, and/or vice versa. Subject to all grace
periods provided herein, time is of the essence of this Lease and each of the provisions in which
performance is a factor, and failure to perform within the time so limited shall be deemed a material
breach of this Lease. If any provision of this Lease shall to any extent be held to be invalid by a court, the
remaining provisions shall remain in effect and shall in no way be impaired thereby. This Lease and any
dispute arising hereunder shall be governed under the laws of the state in which the Premises is located.

       34.3    Cancellation Not Merger: The surrender, cancellation or termination of this Lease shall
not work a merger, but shall at the option of Landlord either terminate any or all existing subleases or
subtenancies under Tenant, or operate as an assignment to Landlord of any or all such subleases or
subtenancies.

        34.4     Amendment: This Lease shall not be added to, altered, changed, modified or amended
except by a writing duly signed and executed by both Landlord and Tenant.

        34.5     Authority; Successors, Assigns and Liability: The parties hereto hereby each
represent and warrant that this Lease has been duly authorized, executed and delivered by and on its
behalf and constitutes such parties valid and binding agreement in accordance with the terms hereof. The
terms, covenants, conditions and agreements herein contained and as may from time to time be
amended, shall bind and inure to the benefit of the parties hereto and their heirs, executors,
administrators, legal representatives, successors and assigns. If either party shall consist of more than
one (1) person or entity, all such persons or entities shall be jointly and severally liable as parties
hereunder. If during the Term of the Lease Landlord conveys its interest in the Shopping Center, the
Premises or this Lease, then from and after the effective date of the conveyance, Landlord shall be
released and discharged from any and all further obligations and responsibilities under the Lease.

         34.6    Entire Agreement: This Lease contains all the terms, covenants, conditions and
agreements between Landlord and Tenant relating in any way to the subject matter contained in this
Lease. There are no collateral or oral agreements or understandings which are not included in this Lease.
All prior agreements, representations and understandings, if any, whether oral or written, are hereby
revoked and mutually declared to be null and void, and none of said prior agreements or understandings
shall be of any further force or effect. Tenant represents and warrants that Tenant has entered into this
Lease by virtue of Tenant’s own independent investigation and was not induced to enter into this Lease
by any representation, inducement or understanding made, stated or represented by or on behalf of
Landlord.


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        34.7     Waiver: The waiver by Landlord of (i) any term, covenant or condition of this Lease or (ii)
of Tenant’s breach of any term, covenant or condition of this Lease, shall not be deemed to be a future
waiver of the same or any other term, covenant or condition of this Lease. The subsequent acceptance of
Rent or partial payment thereof by Landlord shall not be deemed to be a waiver of any preceding breach
by Tenant of any term, covenant or condition of this Lease. No waiver shall be deemed to have occurred
unless such waiver is expressed in writing and signed by Landlord.

         34.8    Brokers: With the exception of the person described in Paragraph S, Tenant warrants
that it has had no dealings with any real estate broker or agent in connection with the negotiation of this
Lease. Tenant knows of no real estate broker or agent who is entitled to a commission in connection with
this Lease. Tenant shall indemnify Landlord against and hold Landlord harmless from any costs,
expenses, attorneys’ fees or liability for compensation, commission or charges claimed by any person
other than the person identified in Paragraph S because of any dealings with or actions of Tenant.

         34.9     Interest: Any sum due and payable to Landlord under the terms of this Lease which is
not paid when due shall bear interest at the rate of ten percent (10%) or the maximum rate permitted by
law: (“Interest”) from the date when the same becomes due and payable by the provision hereof until
paid.

       34.10 Waiver of Jury Trial: Landlord and Tenant hereby waive trial by jury in any action or
proceeding brought by either of them against the other concerning this Lease.

         34.11 No Option to Lease: The submission of this Lease for examination or the execution of
this Lease by Tenant does not constitute a reservation of or option for the Premises. This Lease shall
become effective as a lease only upon execution by Landlord and delivery of the fully executed Lease to
Tenant. If a corporation executes this Lease as Tenant, Tenant shall promptly furnish to Landlord a
certified corporate resolution attesting to the authority of the officers to execute this Lease on behalf of the
corporation.

        34.12 Statute of Limitations: Any claim, demand, right or defense of any kind by Tenant
which is based upon or arises in connection with this Lease or the negotiations leading to its execution,
shall be barred unless Tenant commences a legal action within six (6) months after the date of the
inaction or omission or the date of the occurrence of the event or of the action to which the claim,
demand, right or defense relates, whichever applies.

         34.13 Other Tenancies: Landlord reserves the absolute right to effect such other tenancies in
the Shopping Center as Landlord, in the exercise of its sole discretion, determines may best promote the
interests of the Shopping Center. Landlord does not warrant, represent or covenant, expressly or
impliedly, that any specific lease or leases now or hereafter in effect between Landlord and any third
parties will be continued in effect for any period of time, that any other tenant or tenants, or owner, shall
during the Term continue to occupy any space in the Shopping Center. Tenant hereby acknowledges
and agrees that, in entering into this Lease, Tenant has not relied upon the continued existence or
operation of any other tenant or tenants or owner within the Shopping Center notwithstanding any other
lease or leases in existence at the time of execution hereof or commencement of the Term.

       34.14 Exhibits: Each exhibit to which reference is made herein and which is attached hereto is
made a part hereof by reference.

        34.15 Consents and Approvals: Unless otherwise expressly provided to the contrary in this
Lease, either party having the right or power hereunder to consent to or approve any matter shall not
unreasonably withhold or delay such consent or approval.

       34.16 Counterparts: This Lease may be executed in several counterparts, each of which may
be deemed an original, but all of which together shall constitute one and the same Lease.

           34.17 Non-Discrimination: Tenant and its subsidiaries, employees or agents (i) shall not
unlawfully discriminate against any employee or applicant for employment because of race, religion,
color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex;
(ii) shall assure that the evaluation and treatment of their employees and applicants for employment are
free of such discrimination; (iii) in connection with company activities, shall give written notice of their
obligations under this Section 34.17 to labor organizations with which they have a collective bargaining or
other agreement; and (iv) shall comply with the California Fair Employment and Housing Act (Section
12900 et seq. of the California Government Code), the California Code of Regulations, Title 2, Division 4,
Chapter 1, Section 7285.0, and the applicable regulations of the Fair Employment and Housing
Commission implementing Government Code Section 129900, set forth in Title 2, Division 4, Chapter 5 of
the California Code of Regulations.




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      IN WITNESS WHEREOF, the parties have signed this Lease and the terms and provisions hereof
become effective as of the Lease Effective Date defined in Basic Lease Provision A.


LANDLORD:                                                  TENANT:

LAV, LLC,
a Delaware limited liability company                       a                           corporation

By: Verges-Platt Manager, Inc.
     a Delaware corporation                                By:
Its: General Partner


         By:                                               Taxpayer I.D. #:
         Its:




CONSULT YOUR ATTORNEY: No representation or recommendation is made by Landlord, its agents or
employees, as to the legal sufficiency, legal effect or tax consequences of this document.

NOTICE: If Tenant is a corporation, two authorized officers must sign this Lease on behalf of the
corporation. If Tenant is a general partnership or a limited partnership, all of the general partners must
sign this Lease.




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                                                              TABLE OF CONTENTS

1.    LEASE OF PREMISES ........................................................................................................................ 1
   1.1 Lease and Hiring .............................................................................................................................. 1
   1.2 Initial Improvements ......................................................................................................................... 1
   1.3 Substantial Completion .................................................................................................................... 1
   1.4 Site Plan ........................................................................................................................................... 1
   1.5 Relocation and Cancellation of Lease ............................................................................................. 1
   1.6 Landlord's Reserved Rights ............................................................................................................. 1
   1.7 Surrender of Premises ..................................................................................................................... 1
2.    BUSINESS RIGHTS AND RESTRICTIONS ........................................................................................ 2
   2.1 Use ................................................................................................................................................... 2
   2.2 Restrictions ...................................................................................................................................... 2
   2.3 Non-Competition .............................................................................................................................. 2
   2.4 Rules ................................................................................................................................................ 2
   2.5 Compliance With Laws..................................................................................................................... 2
3.    TERM ................................................................................................................................................... 3
   3.1 Binding Effect, Duration ................................................................................................................... 3
   3.2 Lease Year ....................................................................................................................................... 3
   3.3 Option to Extend .............................................................................................................................. 3
4.    RENT .................................................................................................................................................... 3
   4.1 Amount and Manner of Payment ..................................................................................................... 3
   4.2 Partial Months .................................................................................................................................. 3
   4.3 Consumer Price Index Adjustments ................................................................................................. 3
   4.4 Additional Rent ................................................................................................................................. 3
5.    PERCENTAGE RENT AND REPORTING OF GROSS RECEIPTS ................................................... 3
   5.1 Method of Calculation ...................................................................................................................... 3
   5.2 Limitations ........................................................................................................................................ 4
   5.3 Reporting of Gross Receipts ............................................................................................................ 4
   5.4 Payment of Percentage Rent ........................................................................................................... 4
   5.5 Gross Receipts ................................................................................................................................. 4
   5.6 Tenant's Records ............................................................................................................................. 4
   5.7 Examination of Tenant's Records .................................................................................................... 4
6.    LATE CHARGES .................................................................................................................................. 5
7.    SECURITY DEPOSIT........................................................................................................................... 5
8.    NOTICES .............................................................................................................................................. 5
9.    TENANT'S OPERATING COVENANTS .............................................................................................. 6
   9.1 Continuous Operation ...................................................................................................................... 6
10. SIGNS AND PROMOTION .................................................................................................................. 6
   10.1     Interior Signs ................................................................................................................................ 6
   10.2     Exterior Signs .............................................................................................................................. 6
   10.3     Installation and Maintenance ....................................................................................................... 6
   10.4     Merchant's Association/Promotional Fund .................................................................................. 6
11. REPAIRS AND MAINTENANCE .......................................................................................................... 7
   11.1     Landlord's Repairs ....................................................................................................................... 7
   11.2     Tenant's Repairs .......................................................................................................................... 7
   11.3     Construction ................................................................................................................................. 7
12. ALTERATIONS..................................................................................................................................... 7
   12.1     Alterations by Tenant ................................................................................................................... 7
   12.2     Construction Requirements ......................................................................................................... 7
13. TAXES .................................................................................................................................................. 8
   13.1     Personal Property Taxes ............................................................................................................. 8
   13.2     Real Property Taxes .................................................................................................................... 8
      13.2.1 Definition of Real Property Taxes............................................................................................ 8
      13.2.2 Method of Calculation and Payment ....................................................................................... 8
14. UTILITIES ............................................................................................................................................. 8
15. INSURANCE ........................................................................................................................................ 9
   15.1     Tenant’s Insurance ...................................................................................................................... 9
      15.1.1 Tenant’s Liability Insurance ..................................................................................................... 9
      15.1.2 Tenant’s Automobile Insurance ............................................................................................... 9
      15.1.3 Tenant’s Workers’ Compensation Insurance .......................................................................... 9
      15.1.4 Tenant's Property Insurance ................................................................................................... 9
   15.2     Landlord’s Insurance ................................................................................................................... 9
      15.2.1 Landlord’s Property and Other Insurance ............................................................................... 9
      15.2.2 Method of Calculation and Payment ....................................................................................... 9
   15.3     General Insurance Requirements .............................................................................................. 10
      15.3.1 Acceptable Companies ......................................................................................................... 10
      15.3.2 Certificates of Insurance ........................................................................................................ 10
      15.3.3 Blanket Insurance .................................................................................................................. 10
      15.3.4 Adequate Insurance .............................................................................................................. 10
   15.4 Mutual Release and Waiver of Subrogation .................................................................................. 10
16. COMMON AREA ................................................................................................................................ 10
   16.1     Definition of Common Area........................................................................................................ 10
   16.2     Use of Common Area ................................................................................................................ 10
   16.3     Operation and Control of the Common Area ............................................................................. 10
   16.4     Employee Parking ...................................................................................................................... 10
   16.5     Maintenance and Common Area Expenses .............................................................................. 11
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   16.6     Tenant’s Contribution ................................................................................................................. 11
   16.7     Records...................................................................................................................................... 11
17. EMINENT DOMAIN ............................................................................................................................ 12
   17.1     Definition of Eminent Domain .................................................................................................... 12
   17.2     Total Taking ............................................................................................................................... 12
   17.3     Partial Taking ............................................................................................................................. 12
   17.4     Common Area ............................................................................................................................ 12
   17.5     Termination Date ....................................................................................................................... 12
   17.6     Repair and Restoration .............................................................................................................. 12
   17.7     Rent Adjustment ........................................................................................................................ 12
   17.8     Award ......................................................................................................................................... 12
   17.9     Waiver ........................................................................................................................................ 12
18. DAMAGE AND RESTORATION ........................................................................................................ 12
   18.1     Insured Casualty ........................................................................................................................ 12
   18.2     Last Two Years of Term ............................................................................................................ 12
   18.3     Landlord’s Option to Terminate ................................................................................................. 13
   18.4     Abatement of Rent ..................................................................................................................... 13
   18.5     Effect of Termination .................................................................................................................. 13
   18.6     Waiver ........................................................................................................................................ 13
19. ASSIGNMENT AND SUBLETTING ................................................................................................... 13
   19.1     Definitions .................................................................................................................................. 13
   19.2     Restrictions ................................................................................................................................ 13
   19.3     Condition Precedent .................................................................................................................. 14
   19.4     Procedures................................................................................................................................. 14
   19.5     Documentation, Expenses, Continuing Liability ........................................................................ 14
   19.6     Consideration to Landlord .......................................................................................................... 15
   19.7     Nullity ......................................................................................................................................... 15
20. DEFAULTS BY TENANT ................................................................................................................... 15
   20.1     Events of Default ....................................................................................................................... 15
   20.2     Notices ....................................................................................................................................... 15
   20.3     Rights and Remedies ................................................................................................................ 16
   20.4     Damages.................................................................................................................................... 16
   20.5     Fixtures and Personal Property ................................................................................................. 16
   20.6     Performance by Landlord .......................................................................................................... 16
   20.7     Security Interest ......................................................................................................................... 16
   20.8     Additional Remedies .................................................................................................................. 17
21. INSOLVENCY; INVOLUNTARY TRANSFERS ................................................................................. 17
   21.1     Right of Termination .................................................................................................................. 17
   21.2     Landlord Consent ...................................................................................................................... 17
22. LANDLORD’S DEFAULT ................................................................................................................... 17
   22.1     Landlord’s Default ...................................................................................................................... 17
   22.2     Notice to Lender ........................................................................................................................ 17
   22.3     Limitation of Landlord’s Liability ................................................................................................. 18
23. RIGHT OF ACCESS........................................................................................................................... 18
24. LIENS ................................................................................................................................................. 18
   24.1     Tenant’s Covenants ................................................................................................................... 18
   24.2     Contest of Lien ........................................................................................................................... 18
   24.3     Landlord’s Right to Cure ............................................................................................................ 18
   24.4     Notice of Lien ............................................................................................................................. 18
   24.5     Notice of Non-Responsibility...................................................................................................... 18
25. EXPENDITURES BY LANDLORD ..................................................................................................... 18
26. INDEMNITY AND WAIVER ................................................................................................................ 18
   26.1     Tenant’s Indemnity .................................................................................................................... 18
   26.2     Landlord’s Indemnity.................................................................................................................. 19
   26.3     Waiver ........................................................................................................................................ 19
27. HOLDING OVER ................................................................................................................................ 19
28. QUIET ENJOYMENT ......................................................................................................................... 19
29. SUBORDINATION AND ATTORNMENT ........................................................................................... 19
   29.1     Encumbrances ........................................................................................................................... 19
   29.2     Restrictions ................................................................................................................................ 19
30. DELAYS ............................................................................................................................................. 19
31. ESTOPPEL CERTIFICATES ............................................................................................................. 20
32. ATTORNEYS’ FEES .......................................................................................................................... 20
33. HAZARDOUS MATERIALS ............................................................................................................... 20
   33.1     Definition and Prohibition ........................................................................................................... 20
   33.2     Environmental Questionnaire .................................................................................................... 20
   33.3     Compliance with Environmental Laws ....................................................................................... 20
   33.4     Permits ....................................................................................................................................... 20
   33.5     Documents ................................................................................................................................. 20
   33.6     Hazardous Materials Indemnity ................................................................................................. 21
   33.7     Remedial Action ......................................................................................................................... 21
   33.8     No Nuisance, Trespass, or Waste ............................................................................................. 21
34. MISCELLANEOUS ............................................................................................................................. 21
   34.1     Relationship of Parties ............................................................................................................... 21
   34.2     Interpretation and Severability ................................................................................................... 21
   34.3     Cancellation Not Merger ............................................................................................................ 21
   34.4     Amendment................................................................................................................................ 21
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   34.5   Successors, Assigns and Liability ............................................................................................. 21
   34.6   Entire Agreement ....................................................................................................................... 21
   34.7   Waiver ........................................................................................................................................ 22
   34.8   Brokers....................................................................................................................................... 22
   34.9   Interest ....................................................................................................................................... 22
   34.10 Waiver of Jury Trial .................................................................................................................... 22
   34.11 No Option to Lease .................................................................................................................... 22
   34.12 Statute of Limitations ................................................................................................................. 22
   34.13 Other Tenancies ........................................................................................................................ 22
   34.14 Exhibits ...................................................................................................................................... 22
   34.15 Consents and Approvals ............................................................................................................ 22
   34.16 Counterparts .............................................................................................................................. 22
   34.17 Non-Discrimination ....................................................................................................................... 22




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