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At
<br /> desirable and the erecting, using and maintaining of utilities, services, pipes and conduits through the Premises and/or other premises as long as there
<br /> is no material adverse effect on Lessee's use of the Promises. All such activities shall be without abatement of rent or liability to Lessee.
<br /> 33. Auctions. Lessee shall not conduct, nor periiit to be conducted, any auction upon the Premises without Lessor's prior written consent.
<br /> r,
<br /> Lessor shat!not be obligated'to exercise any standard of;rbasonableness in determining whether to permit an auction.
<br /> 34. Signs. Lessor may place on the Premises.ordinary"For Sale"signs at any time and ordinary"For Lease" signs during the last 6 months of
<br /> the term hereof. Except for ordinary"For Sublease"signsAwhich may be placed only an the Premises, Lessee shall not place any sign upon the Project
<br /> without Lessor's prior written consent.All signs must comply with all Applicable Requirements.
<br /> 35. Termination; Merger. Unless specifically stated otherwise in writing by Lessor,the voluntary or other surrender of this Lease by Lessee. the
<br /> mutual lermination or cancellation hereof,or a termination�ihereof by Lessor for Breach by Lessee. shall automatically terminate any sublease or lesser
<br /> estate in the Premises; provided, however, that Lessormay elect to continue any one or all existing subtenancies. Lessor's failure within 10 days
<br /> following any such event to elect to the contrary by written notice to the holder of any such lesser interest, shall constitute Lessor's election to have
<br /> such event constitute the termination of such interest. y
<br /> 36. Consents. Except as otherwise provided herein,wherever in this Lease the consent of a Party is required to an act by or for the other Party.
<br /> such consent shall not be unreasonably withheld or delayed. Lessor's actual reasonable costs and expenses (including but not limited to architects',
<br /> attorneys'. engineers' and other consultants' fees) incurred in the consideration of. or response to, a request by Lessee for any Lessor consent,
<br /> including but not limited to consents to an assignment, a.subletting or the presence or use of a Hazardous Substance, shall be paid by Lessee upon
<br /> receipt of an invoice and supporting documentation 'therefor. Lessor's consent In any act, assignment or subletting shall not constitute an
<br /> acknowledgment thal.na Default or Breach by Lessee of this Lease exists, nor shall such consent be deemed a waiver of any then existing Default or
<br /> Breach, except as may be otherwise specifically stated in writing by Lessor at the time of such consent. The failure to specify herein any particular
<br /> condition to Lessor's consent shall not preclude [tie imposition by Lessor at the time of consent of such further or other conditions as are then
<br /> reasonable with reference to the particular matter for which consent is being given. In the event that either Party disagrees with any determination
<br /> made by the other hereunder and reasonably requests the reasons for such determination, the determining party shall furnish its reasons in writing and
<br /> in reasonable detail within 10 business days following such request.
<br /> 37. Guarantor. i'l
<br /> 37.4 Execution. The Guarantors.if any,shall each execute a guaranty in the form most recently published by the AIR Commercial Real
<br /> Estate Association. ,
<br /> 37.2 Default. It shall constitute a Defautt,of the Lessee if any Guarantor fails or refuses, upon request to provide:. (a)evidence of the
<br /> execution of the guaranty, including the authority of the party signing on Guarantor's behalf to obligate Guarantor, and in the case of a corporate
<br /> Guarantor, a certified copy of a resolution, of its board if directors authorizing the making of such guaranty, (b) current financial statenienls, (c) an
<br /> Estoppel Certificate,or(d)written confirmation that the guaranty is still in effect.
<br /> 38. Quiet Possession, Subject to payment by Lessee of the Rent and performance of all of the covenants. conditions and provisions on
<br /> Lessee's part to be observed and performed under this Lease,Lessee shall have quiet possession and quiet enjoyment of the Premises during the term
<br /> hereof. 4
<br /> 39. Options. If Lessee is granted any option,as defined below, then the following provisions shall apply,
<br /> 39.1 Definition. "Option"shall mean: (a)the right to extend or reduce the term of or renew this Lease or to extend or reduce the term
<br /> of or renew any lease that Lessee has on other property of Lessor,(b)the right of first refusal or first offer to lease either the Premises or other property
<br /> of Lessor;(c)the right to purchase, the right of first offerto purchase or the right of first refusal to purchase the Premises or other property of Lessor.
<br /> n,
<br /> 39.2 Options Personal To Original Lessee. Any Option granted to Lessee in this Lease is personal to the original Lessee,and cannot
<br /> be assigned or exercised by anyone other than said original Lessee and only while the original Lessee is in full possession of the Premises and, if
<br /> requested by Lessor,with Lessee certifying that Lessee has no intention of thereafter assigning or subletting.
<br /> 39.3 Multiple Options. In the event that(Lessee has any multiple Options to extend or renew this Lease, a later Option cannot be
<br /> exercised unless the prior Options have been validly exercised.
<br /> 39.11 Effect of Default on Options. .0
<br /> (a) Lessee shalt have no right to exercise an Option: (i) during the period commencing with the giving of any notice of
<br /> Default and continuing until said Default is cured, (ii)during the period of time any Rent is unpaid (without regard to whether notice thereof is given
<br /> Lessee),(iii)during the time Lessee is in Breach of this Cease,or(iv)in the event that Lessee has been given 3 or more notices of separate Default.
<br /> whether or not the Defaults are cured,during the 12 month period immediately preceding the exercise of the Option.
<br /> (b) The period of time within which an Option may be exercised shall not be extended or enlarged by reason of Lessee's
<br /> inability to exercise an Option because of the provisions ofiParagraph 39.4(a).
<br /> (c) An Option shall termlrate and be of no further force or effect, notwithstanding Lessee's due and timely exercise of the
<br /> Option. if, after such exercise and prior to the commencement of the extended term or completion of the purchase, (i) Lessee fails to pay Rent fora
<br /> period of 30 days after such Rent becomes due(without any necessity of Lessor to give notice thereof).or(ii)if Lessee commits a Breach of this Lease.
<br /> 40. Security Measures. Lessee hereby acknowledges that the Rent payable to Lessor hereunder does not include the cost of guard service or
<br /> of security measures, and that Lessor shall have no obligation whatsoever to provide same. Lessee assumes all responsibility for the protection of
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<br /> 01999-AIR COMMERCIAL REAL ESTATE ASSOCIATION FORM MTN-14-2113E
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