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(c) If Lessor desires to finance, refinance, or self the Premises, or any part thereof, Lessee hereby agrees to deliver to any lender or <br />purchaser designated by Lessor such financial statements of Lessee as may be reasonably required by such lenderor purchaser. Such statements <br />shall include the past three years' financial statements of Lessee. All such financial statements shall be received by Lessor and such lender or <br />purchaser in confidence and shall be used only for the purposes herein set forth. <br />17. Lessor's Liability. The term "Lessor" as used herein shall mean only the owner or owners at the time in question of the fee title Ora lessee's <br />interest in aground lease of the Premises, and except as expressly provided in Paragraph 15, in the event of any transfer of such title or interest, <br />Lessor herein named (and in case of any subsequent transfers than the grantor) shall be relieved from and after the date of such transfer of all <br />liability as respects Lessors obligations thereafter to be performed, provided thatanyfunds inthe hands of Lessororthethen grantor at the time of <br />such transfer, in which Lessee has an interest, shall be delivered to the grantee. The obligations contained in thik Leaseto be performed by Lessor <br />shall, subject as aforesaid, be binding on Lessor's successors and assigns, only during their respective periods of ownership. <br />18. Severability. The invalidity of any provision ofthis Lease as determined by a court of competent jurisdiction, shall in noway affect the validity <br />of any other provision hereof. <br />19. Interest on Past -due Obligations. Except as expressly herein provided, any amount due to Lessor not paid when due shall bear interest atthe <br />maximum rate then allowable bylaw from the date due. Payment of such interest shall not excuse or cure any default by Lessee under this Lease, <br />provided, however, that interest shall not be payable on late charges incurred by Lessee noron any amounts upon which late charges are paid by <br />Lessee. <br />20. Time of Essence. Time is of the essence. <br />21. Additional Rent Any monetary obligations of Lessee to Lessor under the terms of this Lease shall be deemed to be rent. <br />22. Incorporation of Prior Agreements; Amendments. This Lease contains all agreements of the parties with respect to any matter mentioned <br />herein. No prior agreement or understanding pertaining to any such mattershall be effective. This Lease may be modified in writing only, signed by <br />the parties in interest at the time of the modification. Except as otherwise stated in this Lease. Lessee hereby acknowledges that neither the real <br />estate broker listed in Paragraph 15 hereof nor anycooperating brokeronthistransaction northeLessororany employees oragentsofanyofsaid <br />persons has made any oral or written warranties or representations to Lessee relativeto the condition or use by Lessee of said Premises and Lessee <br />acknowledges that Lessee assumes all responsibility regarding the Occupational Safety Health Act, the legal use and adaptability of the Premises <br />and the compliance thereof with all applicable laws and regulations in effect during theterm of this Lease except as otherwise specifically stated in <br />this Lease. <br />23. Notices. Any notice required or permitted to be given hereunder shall be in writing and maybe given by personal delivery or by certified mail, <br />and if given personally or by mail, shal I be deemed sufficiently given if addressed to Lessee or to Lessor at the address noted below the signature of <br />the respective parties, as the case maybe. Either party may by notice to the other specify a different address for notice purposes except that u pon <br />Lessee's taking possession of the Premises, the Premises shall constitute Lessee's address for notice purposes. A copy of all notices required or <br />permitted to be given to Lessor hereunder shall be concurrently transmitted to such party or parties at such addresses as Lessor may from time to <br />time hereafter designate by notice to Lessee. <br />24. Waivers. No waiver by Lessor or any provision hereof shall be deemed a waiver of any other provision hereof or of any subsequent breach by <br />Lessee of the same or any other provision. Lessor's consentto, or approval of any act, shall not be deemed to render unnecessary the obtaining of <br />Lessor's consent to or approval of any subsequent act by Lessee. The acceptance of rent hereunder by Lessor shall not be a waiver of any preceding <br />breach by Lessee of any provision hereof, Other than the failure of Lessee to pay the particular rent so accepted, regardless of Lessor's knowledge <br />of such preceding breach at the time of acceptance of such rent. <br />2$. Recording. Either Lessor or Lessee shall, upon request of the other, execute,. acknowledge and deliver to the other a "short form" <br />memorandum of this Lease for recording purposes. <br />26. Holding Over. If Lessee, with Lessor's consent, remains in possession of the Premises or any part thereof after the expiration of the term <br />hereof, such occupancy shall be a tenancy from month to month u pon all the provisions of this Lease pertaining tothe obligations of Lessee, but al I <br />options and rights of first refusal, if any, granted under the terms of this Lease shall be deemed terminated and be of no further effect during said <br />month to month tenancy. <br />27. Cumulative Remedies. No remedy or election hereunder shall be deemed exclusive butshall, wherever possible, be cumulative with all other <br />remedies at law or in equlty. <br />28. Covenants and Conditions. Each provision of this Lease performable by Lessee.shall be deemed both a covenant and a condition.' <br />29. Binding Effect; Choice of Law. Su bjectto any provisions hereof restricting assignment orsubletting by Lessee and subject to the provisions <br />of Paragraph 17,this Lease shall bind the parties, their personal representatives, successors and assigns. This Lease shall be governed by the laws <br />of the State wherein the Premises are located. <br />30. Subordination. <br />(a) This Lease, at Lessor's option, shall be,subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation or <br />security now or hereafter placed upon the real property of which the Premises are a part and to any and all advances made on the security thereof <br />and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding such subordination, Lessee's right to <br />quiet possession of the Premises shall not be disturbed if Lessee is not in defau It and so long as Lessee shall pay the rent and observe and perform <br />all ofthe provisions of this Lease, unless this Lease is otherwise terminated pursuantto itsterms, If any mortgagee, trustee or ground lessorshall <br />slecttohavethisLease priortothelien ofitsmortgage, dead oftrustorgroundlease, and shall givewrittennoticethereoftoLessen thisLeaseshall <br />"deemed priorto such mortgage, deed oftrust, orground lease, whether this Lease is dated prior orsubsequenttothe date ofsaid mortgage, deed <br />of trust or ground lease or the date of recording thereof. <br />(b) Lessee agrees to execute any documents required to effectuate an attornment, asubordination orto make this Lease priorto the lien <br />of any mortgage, deed of trust or ground lease, as the case maybe. Lessee's fai I ure to execute such documents within 10 days after written demand <br />shal I constitute a material default by Lessee hereunder, or, at Lessor's option; Lessor shall execute such documents on behalf of Lessee as Lessee's <br />attorney -in -fact. Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee's attorney -in -fact and in Lessee's name, place and <br />stead, to execute such documents ih accordance with this paragraph 30(b). <br />31. Attorney's Fees. If either party or the broker named herein brings an action to enforce the terms hereof or declare rights hereunder, the <br />prevailing party in any such action, on trial or appeal, shall be entitled to his reasonable attorneys fees to be paid by the losing party as fixed by the <br />court. The provisions of this paragraph shall inure to the benefit of the broker named herein who seeks to enforce aright hereunder. <br />32_ Lessor's Access. Lessor and Lessor's agents shall have the right to enter the Premises at reasonable times for the purpose of inspecting the <br />same, showing the same to prospective purchasers, lenders, or lessees, and making such alterations, repairs, improvements or additions to the <br />Premises or to the building of which they are a part as Lessor may deem necessary or desirable. Lessor may at any time place on or about the <br />Premises any ordinary "For Sale" signs and Lessor may at any time during the last 120 days of the term hereof place on or about the Premises any <br />ordinary "For Lease" signs, all without rebate of rent or liability to Lessee. <br />33. Auctions. Lessee shall not conduct, nor permit to be conducted, either voluntarily or involuntarily, any auction upon the Premises without <br />first having obtained Lessor's prior written consent. Notwithstanding anything to the contrary in this Lease, Lessor shall not be obligated to <br />exercise any standard of reasonableness in determining whether to grant such consent_ <br />34. Signs. Lessee shall not place any sign upon the Premises without Lessor's prior written consent except that Lessee shall have the right, <br />without the prior permission of Lessor to place ordinary and usual for rent or sublet signs thereon. <br />35. Merger. The voluntary or other surrender of this Lease by Lessee, or a mutua[cancellation thereof, or a termination by Lessor. shal I not work a <br />merger, and shall, at the option of Lessor, terminate all or any existing subtenancies or may, at the option of Lessor, operate as an assignment to <br />Lessor of any or all of such subtenancies. <br />36. Consents. Exceptfor paragraph 33 hereof, wherever in this Lease the consent of one party is required to an act ofthe other party, such consent <br />shall not be unreasonably withheld. <br />37. Guarantor. In the event that there is a guarantor of this Lease, said guarantor shall have the same obligations as Lessee under this Lease. <br />38. Quiet Possession. Upon Lessee paying the rent for the Premises and observing and performing all of the covenants, conditions and <br />provisions on Lessee's partto be observed and performed hereunder, Lessee shall have quiet possession of the Premises for the entire term hereof <br />subjectto all of the provisions of this Lease. The individuals executing this Lease on behalf of Lessor represent and warrantto Lessee that they are <br />fulty authorized and legally capable of executing this Lease on behalf of Lessor and that such execution is binding upon all parties holding an <br />ownership interest in the Premises. <br />39. Options. <br />39.1 Definition. As used in this paragraph the word "Options" has the following meaning: (1) the right or option to extend the term of this <br />Lease or to renew this Lease or to extend or renew any lease that Lessee has on other property of Lessor, (2) the option or right of first refusal to <br />lease the Premises orthe right of first offerto lease the Premises orthe right of first refusal to lease other property of Lessor orthe right of first offer <br />to lease other property of Lessor; (3) the right or option to purchase the Premises, orthe rightof first refusal to purchase the Premises, or the right of <br />first offerto purchase the Premises or the right or option to purchase other property of Lessor, orthe right of first refusal to purchase other property <br />of Lessor or the right of first offer to purchase other property of Lessor. . <br />39.2 Options Personal. Each Option granted to Lessee in this Lease are personal to Lessee and may not be exercised or be assigned, <br />voluntarily or involuntarily, by orto any person or entity other than Lessee, provided, however, the Option maybe exercised by or assignedto,any <br />Initials: <br />GROSS —5— <br />