LEASE

Exhibit 10.37

LEASE

    THIS LEASE is made and entered into as of this 19th day of March, 1969, by and between GIN GOR JU and GOR SHEE JU (“Lessor”), and DON KOLL COMPANY, INC. (“Lessee”).

R E C I T A L S:

    A.        Lessor is the owner of a parcel of land located in the County of Orange, State of California.

    B.        Lessor is desirous of leasing to Lessee and Lessee is desirous of leasing from Lessor, such land upon the terms and conditions set forth herein.

    NOW, THEREFORE, IT IS HEREBY MUTUALLY AGREED AS FOLLOWS:

    1.        Grant . In consideration of the rents hereinafter reserved to be paid by Lessee, and the covenants and agreements to be kept, observed and performed by Lessee, Lessee hereby leases from Lessor those certain premises, described on Exhibit “A” attached hereto and made a part hereof (“leased premises”).

    2.        Term . The original term of this Lease shall be for a period of fifty-five (55) years commencing August 25, 1969, subject to extension as hereinafter provided.

    3.        Option . Lessee shall have the right to extend the term of this Lease for an additional forty-four (44) years so that the term of this Lease shall expire ninety-nine (99) years from the commencement date referred to above. This option may be exercised only by a written notice from Lessee to Lessor, which written notice must be delivered not less than ninety (90) days prior to the expiration of the original term of this Lease.

    4.        Rental .

               A.         Original Rental . As rental for the use of the leased premises for the first thirty (30) years of this Lease, Lessee shall pay to Lessor each year the sum of Forty-Three Thousand Three Hundred Sixty-Two Dollars ($43,362), payable in advance, in equal quarterly installments of Ten Thousand Eight Hundred Forty Dollars and Fifty Cents ($10,840.50) with the first payment being three (3) months from the commencement of this Lease, and quarterly thereafter.

               B.        Adjusted Rental . As rental for the use of the leased premises for the thirtieth (30th) year, and for each subsequent year thereafter, Lessee shall pay to Lessor as annual rental a sum equal to the original rental due plus an increase of Four Hundred Thirty-Six Dollars and Sixty-Two Cents ($436.62) per year for each year following the

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twenty-ninth (29th) year of this Lease. Such rental payment shall be payable in advance in equal quarterly installments commencing three (3) months after the payment of the final annual rental payment for the twenty-ninth (29th) year, and quarterly thereafter.

               C.        Upon execution of this Lease, Lessee has paid to Lessor the sum of Ten Thousand Eight Hundred Forty Dollars and Fifty Cents ($10,840.50), as payment for the first three (3) months rental.

    5.        Uses .

              A.         The leased premises shall not be used for any purpose in violation of the laws of the United States or of the State of California or of any city or county ordinance or regulation or of any other law, ordinance or regulation or for any unlawful purpose whatsoever or for any trade, business or use which is or may be unlawful, and Lessee shall keep and save Lessor forever harmless from any penalty or damage or charge imposed for any violation of such law, ordinance or regulation, whether occasioned by the act or negligence of Lessee or of any person or persons occupying or holding the leased premises under Lessee.

               B.        Subject to the limitations as above stated, Lessee and its successors and assigns may use the leased premises for any and all purposes or uses, without restriction or limitation of any kind or nature, and may construct, erect or place on the leased premises any and all improvements, structures and real and personal property it may elect; provided, however, that nothing contained in this Lease shall require Lessee to use the leased premises for any purpose or use or at all or to construct, erect or place any improvements, structures or real or personal property on the leased premises or any part thereof. Without limitation upon the generality of the foregoing, Lessee shall be at liberty to excavate, alter or improve the leased premises as it may elect and to place such permanent or temporary improvements on the leased premises as it may elect and to alter or enlarge such improvements, all without limitation of any kind or nature, except as expressly set forth in this Lease. Lessee shall be at liberty to diminish, demolish or otherwise remove in whole or in part whatever improvements, structures or real or personal property may be on the leased premises at the commencement of, or at the time or times during the term of this Lease (whether or not constructed, erected or placed on the leased premises by Lessee), all without limitation of any kind or nature, except as expressly set forth in this Lease. Any proceeds or credit resulting from the sale or other disposition of the materials salvaged from any such improvements, structures or real or personal property, or any portion thereof, removed by Lessee, shall belong to Lessee. Without limitation on the indemnification of Lessor by Lessee for death of persons or injury to persons or property specified in any other portion of this Lease, Lessee shall have no liability to Lessor for damage to or destruction of the leased premises or any improvements, structures or real or personal property at any time or times hereafter situated thereon for or by reason of any matter, thing or cause whatsoever, including the negligence of Lessee or of any agent, employee, servant, licensee or invitee of Lessee. Lessee shall not be obligated to maintain, repair, restore, improve or alter the leased premises or any portion thereof, or any improvements, structures or real or personal property on the leased premises

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at the commencement of, or any time or times during this Lease, except as expressly required by the provisions of this Lease. However, Lessee shall cause the leased premises to be maintained in a reasonably neat and orderly condition for the use of the leased premises at the time, and Lessor may, at all reasonable times, enter the leased premises (but not any buildings or structures thereon) for the purpose of determining that Lessee is complying with such requirements.

    6.        Cooperation . Lessor agrees to cooperate fully with Lessee in Lessee’s development of the leased premises including the dedication, in fee or easement, of any portion of the leased premises required to be dedicated as a condition to Lessee’s use or improvement of the leased premises, but in the event of such dedication the lessening of the area of the leased premises shall not result in a reduction of any rental due hereunder. Further, Lessor agrees to cooperate in and execute any documents necessary to secure zoning or use variances necessary for any use of the leased premises by Lessee or any other documents or instruments required by Lessee to secure the improvement of the leased premises. Further, Lessor shall execute all amendments to this Lease as shall be requested by Lessee and shall be

               A.        Required by any bank, insurance company, savings and loan association or other financial institution in connection with any financing or loan or loans which Lessee may desire in connection with the leased premises or any improvements, structures or property thereon or to be constructed thereon, or

               B.        Required by any governmental regulatory body, which amendments either

               (i)        Are for the purpose of clarifying any provision of this Lease, or

               (ii)       Involve no substantial economic deterrent to Lessor or any substantial detraction from the protection of Lessor under this Lease.

                Notwithstanding anything contained herein, all such development shall be at Lessee’s sole cost and expense and at no cost or expense to Lessor.

    7.        Expenses . Lessee agrees to pay all real property taxes and assessments, personal property taxes and assessments, all claims or liens for water, gas, electricity, telephone service or other commodities or services furnished to the leased premises during the term of this Lease, and any and all other expenses incurred by Lessee on the leased premises.

    8.        Insurance . At all times during the term of this Lease, Lessee shall provide and maintain insurance against the hazards and in the amounts hereinafter set forth; certificates of all policies evidencing such insurance shall be delivered to Lessor; all loss payable thereunder shall be payable to Lessee except as hereinafter set forth; the nature and amount

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of the insurance which Lessee is required to procure and maintain under the provisions hereof are as hereinafter set out.

               A.        Public Liability Insurance . Insurance against loss or damage resulting from accidents in, on or about the leased premises or adjoining sidewalks, streets or entrances on the leased premises, in an amount of One Hundred Thousand Dollars ($100,000) for injury to or death of one (1) person in any single accident, and Three Hundred Thousand Dollars ($300,000) for injury to or death of two (2) or more persons in any single accident, and Fifty Thousand Dollars ($50,000) for damage to property; Lessor shall be named as an insured in the policy of insurance.

               B.        Mandatory Insurance . All other insurance, if any, as may be required by any ordinance, law or governmental regulation to be carried and maintained by the owner of all or any part of the leased premises or by the owner of the reversionary interest therein, or by the owner of the leasehold interest therein hereby created.

    9.        Indemnity . Lessor shall not be liable to Lessee or any other person whomsoever for or on account of any injury or damage occasioned or claimed to have been occasioned by reason of the condition or lack of repair of the leased premises, or the condition, construction or lack of repair of any improvements thereon, or by reason of any act or thing done or omitted to be done by Lessee, its agents, employees, servants, licensees or invitees; and Lessee shall indemnify and hold Lessor harmless from and on account of any and all loss or damage, including attorneys’ fees, sustained or incurred by reason of the death of any person or any injury to person or property resulting from or caused by, or claimed to have resulted from or have been caused by the construction, condition or lack of repair of the leased premises or any improvements thereon including, but without limiting the generality of the foregoing, all gas, water, steam and other pipes and appliances, wiring, electrical appliances, heating appliances, and cooling systems, elevators, engines, machinery and other apparatus of whatever description or any act or thing done or omitted to be done by Lessee, its agents, employees, servants, licensees or invitees.

    10.        Lessor Maintenance . Lessor shall not be called upon to make any improvements, alterations, additions or repairs to or upon the leased premises or any part thereof, of any buildings or improvements located thereon, and the parties hereto expressly waive any provisions of law in contravention thereof.

    11.        Mechanic’s Liens . Lessee shall at all times save and keep Lessor and the leased premises free and harmless from any and all liability on account of or in respect to any mechanic’s lien or liens or liens in the nature thereof, for work or labor done or materials furnished at the instance or request of Lessee, in, about or upon the leased premises.

    12.        Condemnation . If at any time during the term hereof the leased premises, or any part thereof, are condemned by public authority under the laws of the eminent domain, and in every such case the leasehold estate of Lessee and any of its sublessees in the portion

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or portions of the premises so condemned shall forthwith terminate and all compensation and damages that shall be awarded by reason of such condemnation shall be paid as follows:

               A.        Lessor shall receive that portion of the award attributable to the land and severance damages, if any, to the land, reduced by any payments for the bonus value of this Lease and any subleases paid to Lessee.

               B.        Lessee shall receive all damages attributable to any buildings or improvements, severance damages attributable to any buildings or improvements and the bonus value, if any, of this Lease and any subleases. If any such condemnation shall prevent the continued use and occupancy of the leased premises for any purposes contemplated by Lessee or its sublessees, then Lessee may, at its option, terminate this Lease upon written notice thereof to Lessor, and thereupon all rights and interests under the lease and under all subleases made hereunder shall cease and terminate, except as otherwise provided in this Lease. If only a portion of the leased premises shall be condemned so as not to prevent the continued use of the remainder of the leased premises as aforesaid, this Lease shall continue as the remaining portion of the leased premises and the rental shall be reduced in an equitable manner.

    13.        Hypothecation .

               A.        Of the Whole . Lessee shall at all times during the term of this Lease, without the consent of Lessor, have the right to encumber this Lease and the leasehold estate created hereby, by mortgages or deeds of trust upon and subject to the terms, covenants and conditions herein set forth and to the further assignment of said Lease by Lessee to such lenders as security or in lieu of foreclosure thereon by such lenders under such loans, to wit:

                              (1)       That except as hereinafter otherwise provided, any such mortgages or deeds of trust and all rights thereunder shall be subject to each and all of the terms, covenants and conditions of this Lease and to all rights and interests of Lessor hereunder;

                              (2)        That should there be any conflict between the provisions of this Lease and the provisions of any such mortgages or deeds of trust, the provisions hereof shall control;

                              (3)        That in the event this Lease or any leasehold interest created hereby shall be acquired by any mortgagee under any such mortgage, or by any beneficiary under any such deed of trust, by transfer or assignment of this Lease in lieu of foreclosure, or by any successful bidder at any foreclosure or trustee’s sale, that any such mortgagee, beneficiary or successful bidder thereunder shall and must within ninety (90) days after the acquisition of said Lease and said leasehold estate assume in writing the performance (during the period of ownership by such mortgagee, beneficiary or successful bidder) of each and all of the terms, covenants and conditions herein provided to be kept and performed by Lessee named in this lease;

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                              (4)        That no such mortgagee or beneficiary shall be liable to Lessor as an assignee of this Lease unless and until such time as such mortgagee or trustee shall acquire the rights of Lessee hereunder by foreclosure, or other appropriate proceedings in the nature thereof, or as a result of any other action or remedy provided for by such mortgage or deed of trust or by proper conveyance from Lessee;

                              (5)        That Lessor shall not terminate this Lease because of any default or breach by Lessee, if the holder of any such mortgage or deed of trust covering this Lease, who shall have in writing requested written notice from Lessor of default or breach of this Lease by Lessee and who has furnished the name or address of such person or entity to whom notice is to be delivered, of Lessor’s intent to terminate this Lease for any default or breach, shall either cure such default or breach within ninety (90) days from the date of such notice, if the same can be cured, or if such default or breach cannot be cured, or cannot be remedied within said ninety (90) day period, Lessor shall notify any such lender in writing that it will not terminate or declare forfeiture of said Lease if the lender, as soon as possible, shall:

                                           (a)       Commence in good faith to cure such default or breach, if curable, and thereafter diligently prosecute the same to completion; or

                                           (b)        Institute proceedings for the foreclosure of such mortgage or deed of trust and thereafter diligently prosecute the same to completion; and

                                           (c)        Undertake in writing to keep and perform all the terms, covenants and conditions of this Lease which are to be kept and performed by Lessee until such time as this Lease and the leasehold estate created thereby shall be sold on foreclosure pursuant to the foreclosure of any such mortgages or deeds of trust, or shall be released from said mortgage or reconveyed under said deed of trust;

                                           (d)        If this Lease is terminated pursuant to any of the terms or provisions hereof or if, for any reason, the lender cannot complete his foreclosure proceedings, Lessor agrees, should said Lease be terminated, to immediately thereafter enter into a new Lease with the lender upon the same rental and other terms and conditions as the original Lease. The term of such new lease shall be at least equal to the unexpired term of the original Lease. Anything in this Lease to the contrary notwithstanding, if the mortgagee under a mortgage or a beneficiary under a deed of trust acquires the leasehold estate created hereby by transfer or assignment of this Lease in lieu of foreclosure, by foreclosure or by any successful bidder at any foreclosure or trustee’s sale, or by entering into a new Lease with Lessor hereunder as hereinabove provided, any such parties or any subsequent owners of the Lease shall not be liable for performance of any of Lessee’s obligations, except those which mature during the respective period of ownership of the leasehold.

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                              (6)        That if the owner or holder of any such mortgage or mortgages or any deed or deeds of trust shall fail or refuse to comply with any of the terms, covenants or conditions of this section, Lessor shall be released from the covenant of forbearance herein contained;

                              (7)        That when any rights are acquired by any mortgagee or beneficiary, then any and all rental in arrears, together with any and all payments of money required to be made by the terms hereof which may be in default and unpaid shall be paid by the party or parties acquiring Lessee’s rights hereunder; on or before thirty (30) days from the date of such acquisition, with interest at six per cent (6%) per annum from the date said rental was due;

                              (8)        Lessee shall furnish Lessor on demand, copies of all mortgages or deeds of trust covering this Lease and the leasehold interest created hereby together with the name and address of the owner or holder thereof;

                              (9)        At all times during the term of this Lease that this Lease and the leasehold interest created hereby remain encumbered to lenders, Lessor and Lessee hereby agree that no changes, amendments or supplements to this Lease will be made except those that are approved and accepted by any such lender during the term of any such loan.

               B.        Of a Portion .

                             (1)        Lessee shall have the right to encumber one or more portions of the leased premises; provided, however, that in the event of such encumbrances, all of the provisions of Paragraph A of this Article 13 shall apply thereto, except subsection 7. In the event any part or portion of the leased premises is so hypothecated and is thereafter acquired by any mortgagee, beneficiary by transfer or assignment in lieu of foreclosure or by any successful bidder at any foreclosure or trustee’s sale, the rental that shall be paid by said mortgagee, trustee, assignee or bidder to Lessor for said part or portion so acquired shall be an amount which bears the same ratio to the total rent of the leased premises as the square footage of the part or portion so acquired bears to the total square footage of the leased premises.

                             (2)        If a person, firm or corporation who acquires a part or portion of the leased premises shall fail or refuse to comply with any of the terms, covenants or conditions of this section, Lessor shall be released from any covenant of forebearance contained within this Article.

                             (3)        In the event a default occurs on or in connection with any property other than the part or portion so acquired, said default or any termination of this Lease resulting therefrom shall not in any way affect said part or portion of the leased premises.

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    14.        Assignment and Subleases . Lessee may at any time and from time to time, without restriction or limitation of any kind or nature and without the pri