AMENDED AND RESTATED OFFICE LEASE AGREEMENT

 

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                                                                  EXHIBIT 10.(x)

 

                   AMENDED AND RESTATED OFFICE LEASE AGREEMENT

 

 

 

         THIS AMENDED AND RESTATED OFFICE LEASE AGREEMENT ("Lease") made and

entered into this 1st day of January, 2004, by and between ROWLAND SCHAEFER &

ASSOCIATES, a Florida general partnership ("Landlord"), whose address for

purposes hereof shall be Three Southwest 129th Avenue, Pembroke Pines, Florida

33027, and CLAIRE'S STORES, INC. ("Tenant"), whose address for purposes hereof

shall be Three Southwest 129th Avenue, Pembroke Pines, Florida 33027.

 

                                    RECITALS

 

A. Pursuant to that certain Office Lease Agreement dated September 8, 1989 (the

"Original Lease"), Landlord's predecessor-in-interest leased to Tenant certain

space in the building known as Claire's Corporate Plaza, located at Three

Southwest 129th Avenue, Pembroke Pines, Florida.

 

B. The Original Lease, which expires on July 31, 2004, was amended, supplemented

and/or modified on various occasions and through various instruments since

September 8, 1989.

 

C. Landlord and Tenant desire to supersede and entirely replace the Original

Lease with this Lease.

 

                                   WITNESSETH:

 

1. LEASED PREMISES. Subject to and upon the terms, provisions, covenants and

conditions hereinafter set forth, Landlord does hereby lease, demise and let to

Tenant and Tenant does hereby lease, demise and let from Landlord those certain

premises (the "Premises") in the building known as Claire's Corporate Plaza,

located at 3 SW 129th Avenue, Pembroke Pines, Florida (said building together

with the adjoining grounds and parking facilities owned by Landlord are

collectively referred to as the "Building" as shown on Exhibit "A" attached

hereto), such Premises being more particularly described on the floor plan of

the Premises attached hereto as Exhibit "A-1" comprising portions of the first

and second floors and the entirety of the third and fourth floors excepting the

cross hatched area) and made a part hereof, identified by the signature or

initials of Landlord and Tenant. The term "Rentable Area" as used herein shall

refer to (i) in the case of a single tenancy floor, all space measured from the

inside surface of the outer glass of the Building to the inside surface of the

opposite outer glass, excluding only the areas within the outside glass used for

building stairs, fire towers, elevator shafts, flues, vents, pipe shafts and

vertical ducts, but including any such areas which are for the specific use of

the particular tenant, such as special stairs or elevators, and (ii) in the case

of a multi-tenancy floor, all space within the inside surface of the outer glass

enclosing tenant occupied portions of the floor and measured to the midpoint of

the walls separating such portions from areas leased by or held for lease to

other tenants. No deductions from Rentable Areas are made for columns or

projections necessary to the Building. The Rentable Areas for the Premises and

for the Building have been calculated on the basis of the foregoing definition

and are hereby stipulated for all purposes hereof to be approximately 35,470

square feet as to the Premises, whether the same should be more or less as a

result of variations resulting from actual construction and completion of the

Premises for occupancy, and 47,190 square feet as to the Building whether same

should be more or less as a result of variations resulting from actual

construction of the Building.

 

2. TERM. This Lease shall be for the term of TEN (10) YEARS commencing January

1, 2004, and terminating at midnight on December 31, 2014 (the "Lease Term"),

unless sooner terminated or extended as provided herein.

 

3. BASE RENT. Tenant agrees to pay Landlord a total base rent ("Annual Base

Rent") of Eight Hundred Eighty Three Thousand Two Hundred Three and No/100

Dollars ($833,203.00 ) payable in equal monthly installments ("Monthly Base

Rent") of Seventy Three Thousand Six Hundred and 25/100 Dollars ($73,600.25) per

month without any offset or deduction whatsoever. Monthly Base Rent shall be

payable in advance on the first day of each month during the term of this Lease,

in lawful money of the United States of America, and shall be made at the

address of Landlord set forth above or elsewhere as designated by Landlord's

written notice. If the Lease Term shall commence on any day other than the first

day of a month, Tenant shall pay Landlord, on said commencement date, rent as

provided for herein for such commencement month on a pro rata basis calculated

based on the actual number of days in the commencement month, and the Monthly

Base Rent paid by Tenant, if any, upon execution of this Lease shall be credited

to the Monthly Base Rent due for the first full calendar month of the Lease

Term. Rent for any such partial month of occupancy at the end of the term of

this Lease will be prorated to be based on the actual number of days in the

partial month. In addition to Monthly Base Rent, Tenant shall pay Landlord in

advance on the first day of each month, a sum equal to any sales tax, tax on

rentals, and any other charges, taxes and/or impositions now in existence or

hereafter imposed in connection with renting the Premises or upon the amount of

rent collected therefor. Said amounts shall be treated and collectible as rent.

Nothing herein shall be taken to require Tenant to pay any part of any Federal

or State taxes imposed upon the income of Landlord. Tenant shall be required to

pay Landlord interest on any rent due that remains unpaid for five (5) days

after its due date. Said interest will be computed from the due date at the

maximum rate allowed by law. The Annual Base Rent and Monthly Base Rent due from

Tenant shall be adjusted as provided elsewhere in this Lease.

 

 

 

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4. ADDITIONAL RENT. In addition to the Annual Base Rent and Monthly Base Rent,

Tenant shall pay to Landlord as "Additional Rent", Tenant's Proportionate Share

of Operating Expenses and Taxes. As used herein, the term:

 

         (A) "Tenant's Proportionate Share" shall mean the percentage which the

Rentable Area attributable to Tenant bears to the total Rentable Area contained

in the Building.

 

         (B) "Operating Expenses" shall mean all expenses, costs and

disbursements of every kind and nature which Landlord shall pay or become

obligated to pay because of or in connection with the ownership, maintenance,

repair and/or operation of the Building computed on the accrual basis, but shall

not include the cost of individual tenant improvements, management costs

associated with leasing activities, or the replacement of capital investment

items and new capital improvements unless such items and/or improvements result

in the operating efficiency of the Building being increased, in which latter

event the cost shall be spread over the period necessary to recover the cost of

such improvements from the increased efficiency. By way of explanation and

clarification, but not by way of limitation, Operating Expenses will include the

following:

 

                  (i) All expenses incurred by Landlord or Landlord's agent,

which shall be directly related to employment of personnel, including amounts

incurred for wages, salaries and other compensation for services, payroll,

social security, unemployment and similar taxes, worker's compensation

insurance, disability benefits, pensions, hospitalization, retirement plans and

group insurance, uniforms and working clothes and the cleaning thereof, and

expenses imposed on Landlord or Landlord's agents pursuant to any collective

bargaining agreement for the services of employees of Landlord or Landlord's

agents in connection with the operation, repair, maintenance, cleaning,

management and protection of the Building and its mechanical systems, including,

without limitation, day and night supervisors, if any, property managers,

engineers, mechanics, electricians and plumbers and persons mentioned above;

provided that, if any such employee is also employed on other property of

Landlord, such compensation shall be suitably prorated among the Building and

other such properties.

 

                  (ii) The cost of services, utilities, materials and supplies

furnished or used in the operation, repair, maintenance, cleaning, management

and protection of the Building.

 

                  (iii) The cost of replacements for tools and other similar

equipment used in the operation, repair, maintenance, cleaning and protection of

the Building, provided that, in the case of any such equipment used jointly on

other property of Landlord, such costs shall be suitably prorated among the

Building and such other properties.

 

                  (iv) Where the Building is managed by Landlord or an affiliate

of Landlord. amounts actually paid management, but in no event greater than five

percent (5%), a sum equal to five percent (5%) of gross annual income actually

collected, together with amounts accrued for legal and other professional fees

relating to the Building, but excluding such fees and commissions paid in

connection with services rendered for securing or renewing leases and for

matters not related to the normal administration and operation of the Building.

 

                  (v) Premiums for insurance against damage or loss to the

Building from such hazards as Landlord deems appropriate, in Landlord's sole

discretion, including, but not by way of limitation, insurance covering loss of

rent attributable to any such hazards, and comprehensive broad form liability

and property damage insurance.

 

                  (vi) If. during the Term of this Lease, Landlord shall make a

capital expenditure for an item designed to increase the operating efficiency of

the Building, the total cost of which is not properly included in Operating

Expenses for any twelve (12) month period, corresponding with the property

owner's fiscal year end in which it was made, there shall nevertheless be

included in such Operating Expenses for any twelve (12) month period,

corresponding with the property owner's fiscal year end in which it was made and

in Operating Expenses for each succeeding twelve (12) month period,

corresponding with the property owner's fiscal year end during the useful life

of the capital expenditure the annual charge-off of such capital expenditure.

The annual charge-off shall be determined by dividing the original capital

expenditure plus an interest factor, reasonably determined by Landlord as being

the interest rate then being charged for long-term mortgages by institutional

lenders on like properties within the locality in which the Building is located,

by the number of years of useful life of the capital expenditure. The useful

life shall be determined reasonably by Landlord in accordance with generally

accepted accounting principals.

 

                  (vii) Costs for electricity, water and sewer use charges, and

other utilities supplied to the Building and not paid for directly by tenants.

 

                  (viii) Betterment assessments provided the same are

apportioned equally over the longest period permitted by law.

 

                  (ix) Amounts paid to independent contractors for services,

materials and supplies furnished for the operation, repair, maintenance,

cleaning and protection of the Building.

 

 

 

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         (C) "Taxes" shall mean all impositions, taxes, assessments (special or

otherwise), water and sewer charges and rents, and other governmental liens or

charges of any and every kind, nature and sort whatsoever, ordinary and

extraordinary, foreseen and unforeseen, and substitute therefor, including all

taxes whatsoever attributable in any manner to the Building, the personal

property contained therein, the land on which the Building is located or the

rents receivable therefrom or any part thereof, or any use thereof, or any

facility located therein or thereon or used in conjunction therewith or any

charge or payment required to be paid to any governmental authority, whether or

not any of the foregoing shall be designated "real estate tax", "personal

property tax", "sales tax", "rental tax" "excise tax", "business tax", or

designated in any other manner. The only categories of taxes not included in the

term taxes as used herein shall be any inheritance, estate, succession, transfer

or gift taxes imposed upon Landlord or any income taxes specifically payable by

Landlord as a separate tax paying entity without regard to Landlord's income

source as arising from or out of the Building and/or the land on which it is

located. Furthermore, the term Taxes as used herein shall not include any taxes

which the tenants of the Building are required to pay in full to Landlord.

 

         Landlord shall notify Tenant within forty five (45) days of the end of

any twelve (12) month period, corresponding with the property owner's fiscal

year end year during the Lease Term of the amount which Landlord estimates will

be the amount of Tenant's Proportionate Share of Operating Expenses and Taxes

for the succeeding twelve (12) month period, corresponding with the property

owner's fiscal year end and Tenant shall pay such sum to Landlord in equal

monthly installments, during the succeeding twelve (12) month period,

corresponding with the property owner's fiscal year end payable in advance on

the first day of each month. Within ninety (90) days following the end of any

twelve (12) month period, corresponding with the property owner's fiscal year

end during the term hereof, Landlord shall submit to Tenant a statement showing

the actual amount of Additional Rent which should have been paid by Tenant for

the past twelve (12) month period, corresponding with the Property owner's

fiscal year end. the amount thereof actually paid by Tenant and the amount of

the resulting balance due thereon, or overpayment thereof, as the case may be.

For a period of six (6) months after receipt by Tenant of said statement and

only on one (1) occasion or occurrence in a twelve (12) month period, Tenant

shall have the right in person to inspect Landlord's books and records for as

many days as required, at Landlord's office during normal business hours, after

four (4) days prior written notice, showing the Operating Expenses and Taxes for

the Building for the twelve (12) month period, corresponding with the property

owner's fiscal year and covered by said statement. If Tenant's audit indicates

an overpayment greater than ten percent (10%), Landlord shall be required to

conduct an independent audit of operating expenses and taxes. If the two (2)

audits vary by over five percent (5%), a third (3rd) auditor will be appointed

by the previous two (2) auditors. The result of the third (3rd) audit shall

determine the overpayment, if any. Any balance shown to be due pursuant to said

statement shall be paid by Tenant to Landlord within thirty (30) days following

Tenant's receipt thereof and any overpayment shall be immediately credited

against Tenant's next due payment of Additional Rent or if by reason of any

termination of this Lease no such future obligation exists, refunded to Tenant

provided that Tenant has not been in default of any of the terms, covenants and

conditions of this Lease. For any overpayment which exceeds ten percent (10%) of

the estimate, Tenant shall receive a credit based on the agreed upon overpayment

which shall include a ten percent (10%) interest calculation for the period of

time of the overpayment. Anything herein to the contrary notwithstanding, Tenant

shall not delay or withhold payment of any balance shown to be due pursuant to

the statement rendered by Landlord because of any objection which Tenant may

raise with respect thereto. The amount which Landlord estimates will be Tenant's

Additional Rent for the portion of the twelve (12) month period, corresponding

with the property owner's fiscal year end in which the Lease Term commences is

$12,848.97 per month, plus sales tax, payable upon the execution of this Lease

and on the first day of each month after the commencement of the term hereof. In

estimating the amount of Operating Expenses and Taxes for the purposes hereof,

Landlord may use any method which Landlord deems from time to time to be

reasonable in Landlord's sole discretion. Additional Rent due for the final

months of this Lease is due and payable even though it may not be calculated

until subsequent to the termination date of the Lease. Operating Expenses and

Taxes for any twelve (12) month period corresponding with the property owner's

fiscal year end during which the Lease terminates shall be prorated according to

that portion of said calendar year that this Lease was actually in effect.

Landlord shall have the right, but not the obligation, at Landlord's sole

discretion, to apply any security deposits, if any, in full or partial

satisfaction of any Additional Rent due for the final months of this Lease.

Nothing herein contained shall be construed to relieve Tenant, or imply that

Tenant is relieved of the liability for or the obligation to pay any Additional

Rent due for the final months of this Lease, nor shall Landlord be required to

first apply said security deposits to such Additional Rent if Landlord does not

so desire in Landlord's sole discretion.

 

5. COST OF LIVING INCREASE. Commencing with the first of the Adjustment Months

as set forth below and on each of the succeeding Adjustment Months thereafter,

the Monthly Base Rent shall be adjusted as set forth below. The "Price Index" as

used herein shall mean the Consumer Price Index shown on the U.S. City Average

for all urban consumers, unadjusted, all items, as promulgated by the Bureau of

Labor Statistics of the U.S. Department of Labor, using the year 1967 as a base

of 100. The Monthly Base Rent shall be adjusted in accordance with the following

provisions:

 

         (A) The Price Index as of the commencement of the term of this Lease

shall be designated the "Base Index";

 

         (B) The Price Index as of the current Adjustment Month shall be

designated the "Comparison Index";

 

 

 

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         (C) Promptly upon the availability of each Comparison Index, the

Monthly Base Rent shall be adjusted by multiplying the then existing Monthly

Base Rent by the fraction which has as a numerator the Comparison Index for the

current Adjustment Month and has as a denominator the Base Index. The product

thereof shall be the new Monthly Base Rent which shall remain as adjusted until

the next succeeding Adjustment Month. No adjustment shall be made if said

adjustment would reduce the Monthly Base Rent. Regardless of where Tenant

receives notice thereof, each adjustment shall be effective as of the first day

of the month following each of the respective Adjustment Months and any

deficiencies in the Monthly Base Rent already paid shall be due and payable ten

(10) days after receipt by Tenant of notice of such deficiencies. The Annual

Base Rent shall be adjusted by adding to the amount of Monthly Base Rent which

should have been paid for the particular lease year through the end of the

current Adjustment Month the product of the number of months remaining in said

lease year times the newly determined Monthly Base Rent. In the event that the

Price Index hereinabove referred to ceases to incorporate a significant number

of the items as currently set forth therein, or if a substantial change is made

in the method of establishing such Price Index, then the Price Index shall be

adjusted to the figure that would have resulted had no change occurred in the

manner of computing such Price Index. In the event that such Price Index (or

successor or substitute index) is not available, then Landlord, in Landlord's

sole discretion, may use another governmental or nonpartisan publication

evaluating the information theretofore used in determining the Price Index in

lieu of such Price Index. The Adjustment Months shall be the month of JANUARY in

each of the following years: 2005, 2006, 2007, 2008, 2009, 2010, 2011, 2012,

2013 AND 2014. The term "Adjustment Month" as used herein shall mean any one of

the Adjustment Months.

 

6. SECURITY DEPOSIT. Tenant will deposit with Landlord the sum of $0.00 which

sum shall be held by Landlord as security for the faithful performance by Tenant

of all terms, covenants, and conditions of this Lease to be kept and performed

by Tenant during the term hereof. If Tenant defaults with respect to any

provision of this Lease, including but not limited to the provisions relating to

the payment of Monthly Base Rent or Additional Rent, Landlord may (but shall not

be required to) use, apply or retain all or any part of this security deposit

for the payment of any Monthly Base Rent or Additional Rent or any other sum in

default, or for the payment of any amount which Landlord may spend or become

obligated to spend by reason of Tenant's default, or to compensate Landlord for

any other loss or damage which Landlord may suffer by reason of Tenant's

default. If any portion of said security deposit-is so used or applied, Tenant

shall, within five (5) days after written demand therefor, deposit cash with

Landlord in an amount sufficient to restore the security deposit to its original

amount and Tenant's failure to do so shall be a material breach of this Lease.

Tenant hereby waives any right, by statute or otherwise, to earn any interest on

security deposits or any right to have any security deposits held in a separate

account. Landlord shall not be required to keep any security deposits separate

from its general funds and Landlord may commingle said security deposits with

any other funds of Landlord. Tenant shall not be entitled to interest on its

security deposits. If Tenant shall fully and faithfully perform every provision

of this Lease to be performed by Tenant, the balance of any security deposits

made shall be returned to Tenant (or, at Landlord's option, to the last assignee

of Tenant's interest hereunder) within sixty (60) days after the expiration of

the term of the this Lease.

 

7. USE. The Tenant will use and occupy the entire Premises for the following use

or purpose and for no other use or purpose and shall not permit any other use of

the Premises or any portion thereof: GENERAL OFFICES, INCLUDING THE OPERATION OF

AN EXERCISE ROOM IN THAT PORTION OF THE PREMISES LOCATED ON THE FIRST FLOOR OF

THE BUILDING.

 

8. QUIET ENJOYMENT. Upon payment by Tenant of the rents herein provided, and

upon the observance and performance of all terms, provisions, covenants and

conditions on Tenant's part to be observed and performed, Tenant shall, subject

to all of the terms, provisions, covenants and conditions of this Lease,

peaceably and quietly hold and enjoy the Premises for the term hereof.

 

9. IMPROVEMENTS. Landlord shall, at Landlord's sole cost and expense, complete

Landlord's Work which shall be of the specifications, materials, design, finish

and color of the standard adopted by Landlord for the Building. Any improvements

and other work done to the Premises which in any manner exceed, change or are in

addition to Landlord's Work shall be referred to as "Tenant's Work" and shall be

constructed by contractors chosen by Tenant and approved by Landlord, who may

be, but shall not necessarily be, the same as Landlord's contractor. All of

Landlord's Work shall be completed in substantial accordance with the Plans, as

in Exhibit "B". Complete architectural and mechanical plans and specifications

("Landlord's Plans") shall be prepared by the architect and/or engineers

designated by Landlord. The Plans for Landlord's Work shall be prepared at

Landlord's expense. The Plans for Tenant's Work ("Tenant's Plans") shall be

prepared by Tenant's architect at Tenant's expense. Both the Plans for

Landlord's Work and the Plans for Tenant's Work are hereafter collectively

referred to as "Plans". The Plans shall be consistent with the design,

construction and equipment of the Building and in conformity with its standards

and shall show the location and extent of any excess floor loading, all special

requirements for air conditioning, plumbing and electricity and the estimated

total electrical load. Tenant's Plans, both before and during construction, are

subject to the written approval of Landlord, which consent cannot be

unreasonably withheld. All design, construction and installation shall conform

to the requirements of any and all authorities having jurisdiction thereof.

Tenant shall submit Tenant's Plans within ninety (90) days after the execution

 

 

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of this Lease by both parties. Landlord shall respond within twenty (20) days of

receipt of complete Tenant's Plans. In the event that Tenant falls to submit

such information within said time period, then Landlord shall have the right to

proceed as it deems appropriate in Landlord's sole discretion. In the event that

any work so done by Landlord thereafter requires changes, then said changes

shall be at Tenant's sole cost and expense. Notwithstanding the foregoing or

anything to the contrary contained herein this Lease, the parties acknowledge

and agree that Tenant currently occupies the entire Premises and that no

Landlord's Work or Tenant's Work shall be required in connection with the

commencement of the Term of this Lease.

 

10. INSURANCE PREMIUMS. If the Landlord's insurance premiums exceed the standard

premium rates because of the nature of Tenant's operation, then Tenant shall,

upon receipt of appropriate invoices from Landlord, reimburse Landlord for such

increase in premiums. Any such increase in premiums shall be treated as rent

due.

 

11. RULES AND REGULATIONS. Tenant shall comply with all rules and regulations

Landlord may adopt from time to time for the operation and use of the Building.

The present rules and regulations, which Tenant hereby agrees to comply with,

entitled "Rules and Regulations", are attached hereto. Any future rules and

regulations shall become a part of this Lease, and Tenant hereby agrees to

comply with the same upon delivery of a copy thereof to Tenant, providing the

same do not materially deprive Tenant of its rights established under this

Lease.

 

12. GOVERNMENTAL REQUIREMENTS. In connection with any and all matters relating

to this Lease and the Building, Tenant shall comply with any and all laws,

statutes, ordinances, codes, rules and regulations of any and all federal, state

and local governmental and quasi-governmental officials, bodies, agencies,

boards and other authorities and courts of competent jurisdiction.

 

13. SERVICES. Landlord shall furnish the following services:

 

         (A) Automatically operated elevator service, public stairs as allowed

by appropriate authorities, electrical current for lighting, incidentals, and

normal office use, and water at points of supply designated by Landlord and

provided for general use of its tenants at all times and on all days throughout

the year.

 

          (B) Heat and air conditioning on Monday through Friday from 8:00 A.M.

to 6:00 P.M., except Saturdays, Sundays and those holidays as declared by

Landlord, in Landlord's sole discretion. Landlord shall also, at Tenant's sole

cost and expense to be charged as rent, furnish heat and air conditioning at

such other times as are not set forth above, provided Tenant gives written

request to Landlord before 2:00 P.M. of the business day preceding the extra

usage. Upon Tenant's written request, additional heat and air conditioning will

be made available at $25.00 per hour after regular office hours the first year

of the Lease. This rate shall be adjusted annually in relation to actual cost.

 

         Such services shall be provided only as long as Tenant is not in

default under any of the terms, provisions, covenants and conditions of this

Lease, which services shall be subject to interruption caused by repairs,

renewals, improvements, changes to service, alterations, strikes, lockouts,

labor controversies, inability to obtain fuel or power, accidents, breakdowns,

catastrophes, national or local emergencies, acts of God and conditions and

causes beyond the control of Landlord, and upon such happening, no claim for

damages or abatement of rent for failure to furnish any such services shall be

made by Tenant or allowed by Landlord. No electric current shall be used except

that furnished or approved by Landlord, nor shall electric cable or wire be

brought into the Premises or the Building, except upon the written consent and

approval of Landlord. Tenant shall only use office machines and equipment that

operate on the Building's standard electric circuits, but which in no event

shall overload the Building's standard electric circuits from which the Tenant

obtains electric current. Any consumption of electric current in excess of that

considered by Landlord to be usual, normal and customary for all tenants, or

which requires special circuits or equipment (the installation of which shall be

at Tenant's expense and shall only be made after receipt of approval in writing

from Landlord), shall be paid for by the Tenant as additional rent paid to the

Landlord in an amount to be determined by Landlord, based upon Landlord's

estimated cost of such excess electric current consumption or based upon the

actual cost thereof if separately metered.

 

14. CHARGES AS RENT. Any reference in this Lease to the term "rent" shall be

deemed to include, without limitation, Total Base Rent, Monthly Base Rent and

Additional Rent as each may be adjusted from time to time; and any and all

charges of any kind whatsoever against Tenant for services or for work done on

the Premises by order of Tenant, or otherwise accruing under this Lease, all of

which items shall be included in any lien for rent as allowed by law, this Lease

or otherwise.

 

15. REPAIR OF LEASED PREMISES. Tenant will, at Tenant's sole cost and expense,

keep the Premises in good repair and tenantable condition during the term hereof

and will replace at Tenant's sole cost and expense, any and all broken glass

caused by Tenant in and about the Premises. Tenant will make no alterations,

additions or improvements of any kind in or to the Premises or any part thereof

without the prior written consent of Landlord, except Tenant shall be entitled

to make alterations in the aggregate amount of $25,000.00 without such consent.

Any and all additions, fixtures, carpets or improvements of any kind, whenever

made, except only office furniture and trade fixtures which shall be readily

removable without injury to the Premises, shall become the sole property of

Landlord during the term hereof and shall remain a part of the Premises at the

expiration of this Lease. Landlord shall have the right at any time and from

time to time, to make and build additions, improvements and alterations to the

Building or any part thereof and make such alterations and repairs to said

Building as it may deem wise and advisable in Landlord's sole discretion without

any liability to Tenant therefor.

 

 

 

 

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16. LIENS. Tenant shall not have any authority to create any liens on the

Building, the Premises or Landlord's interest therein for labor, materials or

any other matters and all persons or entities contracting with or otherwise

doing work for or at the request of Tenant on or about the Premises or the

Building, and all materialmen, contractors, subcontractors, suppliers, mechanics

and laborers are hereby charged with notice that they must look only to Tenant

and to Tenant's interest in the Premises to secure the payment of any amounts

claimed to be due. Tenant shall immediately pay-off, release and discharge, by

bond or otherwise, any and all liens of any kind or character. and will

indemnify Landlord against any and all expenses, costs and charges, including

bond premiums for release of liens and attorneys fees and costs reasonably

incurred in and about the defense of any suit in-discharging any liens,

judgments, or encumbrances caused or suffered by Tenant. The expenses, costs and

charges above referred to shall be considered as rent due. Nothing herein shall

be deemed to subject Landlord's interest to any lien of any kind.

 

17. PARKING. Tenant shall be entitled to a reservation of eight (8) parking

spaces as outlined in green on Exhibit "A". Landlord shall not be liable for any

damage of any nature whatsoever to, or any theft of automobiles or other

vehicles or the contents thereof, while in or about the Building parking areas.

 

18. ESTOPPEL STATEMENT. Tenant agrees that from time to time, upon not less than

ten (10) days prior request by Landlord, Tenant will deliver to Landlord a

statement in writing certifying (a) that this Lease is unmodified and in full

force and effect (or, if there have been modifications, that the Lease as

modified is in full force and effect and stating the modifications); (b) the

dates to which the rent and other charges have been paid; (c) that Landlord is

not in default under any provisions of this Lease, or, if in default, the nature

thereof in detail; and (d) any other matters requested by Landlord to the extent

same are true and correct.

 

19. SUBORDINATION. If the Building or any part thereof, is at any time subject

to a mortgage, deed of trust ground lease or other form of financing or

refinancing, and Tenant has received written notice from the holder of same

("Mortgagee"), then in any instance in which Tenant gives notice to Landlord

alleging default by Landlord hereunder, Tenant will also simultaneously give a

copy of such notice to each Mortgagee and each Mortgagee shall have the right,

but not the obligation, to cure or remedy such default during the period that is

permitted to Landlord hereunder, plus an additional period of thirty (30) days,

and Tenant will accept such curative or remedial action, if any, taken by any

Mortgagee with the same effect as if such action had