THIRD AMENDMENT TO STANDARD
OFFICE LEASE
This THIRD
AMENDMENT TO STANDARD OFFICE LEASE (this “Third
Amendment”) is made and entered into effective as of
November 15, 2005, by and between AEW LT BREA IMPERIAL CENTRE,
LLC, a Delaware limited liability company
(“Landlord”) , and FREMONT INVESTMENT &
LOAN, a California industrial bank
(“Tenant”).
A. Landlord’s
predecessor-in-interest, Crown Brea Associates, LLC, a Delaware
limited liability company (“CBA”) , and Tenant
entered into that certain Standard Office Lease dated as of
April 23, 2004 (the “Original Lease”), as
amended by that certain Notice of Lease Term Dates dated as of
October 12, 2004 (the “Commencement Notice”),
and that certain Lease Amendment No. 1 dated as of August
____, 2004 (the “F irst Amendment”), pursuant to
which CBA leased to Tenant and Tenant leased from CBA approximately
104,662 rentable square feet of space (the “Original
Premises”) in the building located at 2727 East Imperial
Highway, Brea, California 92821 (the
“Building”).
B. Landlord
succeeded to the interests of CBA as landlord under the Original
Lease, Commencement Notice and First Amendment.
C. Pursuant
to that certain Lease Amendment No. 2 dated as of _________,
2005 (the “Second Amendment”), by and between
Landlord and Tenant, the Premises were expanded to include an
additional 22,400 rentable square feet of space (the
“Expansion Space”). The Original Premises and
the Expansion Space are collectively referred to herein as the
“Premises” . The Original Lease, as amended by
the Commencement Notice, the First Amendment and the Second
Amendment, is referred to herein as the “Lease”
.
D. Landlord
and Tenant now desire to amend the Lease to (i) provide for
Tenant’s installation of the Emergency Generator (as defined
in Section 2 below), and (ii) modify various terms and
provisions of the Lease, all as hereinafter provided
‘
NOW THEREFORE, in
consideration of the foregoing recitals and the mutual covenants
contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1.
Capitalized Terms . Except as otherwise expressly provided
herein to the contrary, all capitalized terms used in this Third
Amendment shall have the same meanings given such terms in the
Lease.
BREA IMPERIAL CENTER
[Fremont Investment & Loan]
2.
Emergency Generator . Landlord hereby agrees that, subject
to Tenant’s compliance with all applicable laws and all
recorded covenants, conditions and restrictions affecting the
Project, and subject to the approval of all applicable governmental
authorities, Tenant shall have the right, at Tenant’s sole
cost and expense and subject to the provisions of this
Section 2, to install one (1) 200 kw back-up emergency
generator in the location depicted on Exhibit A
attached hereto (the area upon which such generator shall be
located shall be referred to herein as the “Generator
Site”). Such generator (including the Fuel Tank, as
described in Section 2(h) below, contained within such generator)
shall be of such size and specifications, and include such
platforms, fencing, enclosures, sheds and other related materials
and equipment, as shall be approved by Landlord prior to
installation (collectively, the “ Emergency
Generator”), which approval may be granted or denied in
Landlord’s reasonable discretion. In addition, Tenant shall
have the right, subject to available capacity of the Building, to
install such connection equipment, such as conduits, cables,
risers, feeders and materials (collectively, the
“Generator Connecting Equipment”) in the shafts,
ducts, conduits, chases, utility closets and other facilities of
the Building as is reasonably necessary to connect the Emergency
Generator to the Premises and Tenant’s other machinery and
equipment therein, subject, however, to the provisions of
Section 2(a), below. Tenant shall also have the right of
access, consistent with Section 2(b), below, to the areas
where the Emergency Generator and any such Generator Connecting
Equipment are located for the purposes of maintaining, repairing,
testing and replacing the same.
a.
Generator Equipment . The installation of the Emergency
Generator and related Generator Connecting Equipment (herein
referred to together and/or separately as the “Generator
Equipment” ) shall be performed in accordance with and
subject to the provisions of this Section 2 and Article 9
of the Original Lease, and the Generator Equipment shall be treated
for all purposes of the Lease (as amended hereby) as if the same
were Tenant’s property. For the purposes of determining
Tenant’s obligations with respect to its use of the Generator
Site and Generator Equipment as herein provided, the Generator Site
shall be deemed to be a portion of the Premises; consequently, all
of the provisions of the Lease (as amended hereby) with respect to
Tenant’s obligations hereunder shall apply to the
installation, use and maintenance of the Generator Equipment,
including without limitation, provisions relating to compliance
with requirements as to insurance, indemnity, repairs and
maintenance, and compliance with laws.
b.
Non-Exclusive Right . It is expressly understood that
Landlord retains the right to grant third parties the right to
utilize any portion of the Project located outside the Premises not
utilized by Tenant as the Generator Site, provided in each event
that Tenant shall have reasonable access to, and Landlord shall not
unreasonably interfere with the use of, the Generator
Equipment.
c.
Tenant’s Covenants . Tenant shall install, use,
maintain and repair the Generator Equipment so as not to damage or
interfere with the operation of the Project or Building (as defined
below), any portion thereof, including, without limitation, the
Generator Site, the Systems and Equipment (as defined below), and
any other generators or power sources or similar equipment located
in or on the Building or Project. Tenant hereby agrees to
indemnify, defend and hold Landlord and Landlord’s partners
and subpartners, and their respective officers, agents, property
managers, servants, employees, and independent contractors
(collectively, the “Landlord Parties”) harmless
from and against any and all loss, cost, damage,
BREA IMPERIAL CENTER
[Fremont Investment & Loan]
-2-
expense and
liability, including, without limitation, court costs and
reasonable attorneys’, accountants’, appraisers’
and other professionals’ fees (collectively,
“Claims”) arising out of Tenant’s
installation, use, operation, maintenance and removal of the
Generator Equipment, but shall have no liability or obligation for
any Claims to the extent arising from Landlord’s negligence
or willful misconduct and not insured or required to be insured by
Tenant under the Lease, as amended hereby. As used herein,
“Systems and Equipment” shall mean any plant,
machinery, transformers, duct work, cable, wires, and other
equipment, facilities, and systems designed to supply heat,
ventilation, air conditioning and humidity or any other services or
utilities, or comprising or serving as any component or portion of
the electrical, gas, steam, plumbing, sprinkler, communications,
alarm, security, or fire/life safety systems or equipment, or any
other mechanical, electrical, electronic, computer or other systems
or equipment which serve the Building or Project in whole or in
part.
d.
Landlord’s Obligations . Landlord shall not have any
obligations with respect to the Generator Site, the Generator
Equipment or compliance with any requirements relating thereto, nor
shall Landlord be responsible for any damage that may be caused to
the Generator Equipment, except to the extent caused by the gross
negligence or willful misconduct of Landlord and not insured or
required to be insured by Tenant under the Lease (as amended
hereby). Landlord makes no representation that the Generator
Equipment will be able to supply sufficient power to the Premises,
and Tenant agrees that Landlord shall not be liable to Tenant
therefor.
e.
Condition of Generator Site . Tenant shall accept the
Generator Site in its “AS-IS” condition, without any
representations or warranties made by Landlord concerning same
(including, but not limited to, the purposes for which such areas
are to be used by Tenant), and Landlord shall have no obligation to
contract or pay for any improvements or other work in or for the
Generator Site, and Tenant shall be solely responsible, at its sole
cost and expense, for preparing the Generator Site for the
installation of the Generator Equipment and for constructing any
improvements or performing
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