TENANT&#=
8217;S
RIDER TO LEASE
1)&n= bsp; Additions & Modifications.
a)&n= bsp; Landlord will not make, or permit to be made, any material modification, expansion, or alteration of the development or t= he common areas that unreasonably impairs the access to, or the visibility of = the premises.
b)&n= bsp; With respect to the Landlord’s work, t= he Landlord agrees to use reasonable efforts to minimize intrusion of inconvenience. The Landlord w= ill provide written notice, reasonable under the circumstances, that work will = be performed in the immediate vicinity of the premises.
c)&n= bsp; Tenant shall not be required to remove any permanent structures that belong to the Landlord upon the termination of the Lease.
2)&n= bsp; Assignment. The Landlord agrees not to unreasonably withhold its consent with respect to a request by the Tenant to assign the Lease or sublet the premises.&n= bsp; The Tenant has the absolute right to engage in any merger, consolidation, or reorganization of the Tenant with a company that acquires= at least 80% of the stock, partnership interests, or assets of the Tenant.
3)&n= bsp; Common Area Maintenance. The following items shall be excluded from common or community area maintenance charges: capital improvements (depreciated, not expensed), costs associated with the removal= of hazardous substances, fines or penalties, charges for items which Landlord = is entitled to obtain reimbursement or contribution from any other occupant of buildings located at the development.
4)&n= bsp; Consent.= Whenever the other party's consent or approval is required under this Lease, both the Landlord and the Tenant agree that consent or approval will not be unreasonably withheld or delayed.
5)&n= bsp; Damage or Destruction. If the premises or development= are damaged (except for a cause attributable to the actions of the Tenant), so = that the Tenant is not reasonably able to operate out of the non-damaged portion= of the premises, then all rentals during the period shall abate in proportion = to the amount of premises that are not useable. If the Tenant is unable to operate= out of the non-damaged portion of the premises, then all rentals during the per= iod shall abate. If the damage or destruction occurs within the last 3 years of the Lease, the Tenant may, up= on 30 days' written notice, elect to terminate the Lease. If the Landlord does not begin reconstruction within nine (9) months after the casualty, then Tenant may terminate this Lease upon 30 days' written notice.
6)&n= bsp; Default.= The Tenant shall have 10 business days after the notice of any monetary default to cure the default. The Tenant shall have 30 days after the notice of any nonmonetary default to cure the default, if it can be reasonably cured within that time. If the nonmonetary defa= ult cannot reasonably be cured within that time, then the Tenant will begin dil= igent efforts to cure the default and will continue to take those efforts until t= he default has been cured
7)&n= bsp; Exclusive Use. The Landlord shall not rent any other space in the building, or adjacent buildings, to &nb= sp; = &nb= sp; = .
8)&n= bsp; Hazardous Materials.
a)&n= bsp; The Landlord represents that, as of the date= of this Lease, there are no Hazardous Materials or violations of Env= ironmental Regulations located at, or associated with, the premises. For the purpose of the lease the following definitions apply:
i)&n= bsp; Environmental Regulations means any l= aw, regulation, rule, policy, ordinance, or similar requirement of the United States, any state, country, city, municipality or other agency or subdivisi= on of the United States or the state in which the premises are located relatin= g to the manufacture, refinement, storage, transportation, treatment, handling, disposal, transfer, production, use, or processing of Hazardous materials as defined in those laws or in this Lease.
ii)&= nbsp; Hazardous Materials means, all "hazardous material" identified in any Environmental Regulation, = and any material, substance, or chemical that is regulated by any federal, stat= e or local law, rule, ordinance, or regulation under any Environmental Regulatio= n.
b)&n= bsp; Landlord shall defend, indemnify, protect, a= nd hold Tenant and agents, representatives, and assigns free and harmless from= and against any and all claims or losses of any kind (including attorneys' fees) arising from, or caused, in whole or in part, directly or indirectly, by Hazardous Materials or compliance with an Environmental Regulation. These obligations survive the expi= ration of earlier termination of this Lease and are nondelegable and nonassignable.
9)&n= bsp; Holdover. If, at the end of the lease te= rm, the Landlord and the Tenant are engaged in good faith negotiations for the renewal of the Lease, then the Tenant may remain in possession of the premi= ses on the same terms and conditions in force during the last month of the lease term. After 30 days' notice f= rom the Landlord, the Tenant shall be liable for rent equal to 125% of the rent= due during the last month of the lease.
10) = Indemnification. Landlord agrees to indemnify a= nd hold the Tenant and its Agents harmless from and against any and all claims, costs, demands, expenses, liability, and other matters (including reasonable attorneys' fees) to any third person arising our of, or related to:
a)&n= bsp; the tortious or negligent acts of the Landlo= rd and its Agents,
b)&n= bsp; Landlord's failure to comply with any provis= ion of this Lease.
Notwithstanding any contrary provision in the Lease, nei= ther party shall indemnify or release the other party with respect to losses cau= sed by any the negligent, reckless, or intentional acts of the other party or i= ts Agents.
11) = Landlord Entry. Except in emergenc= ies, the Landlord will provide written notice, reasonable under the circumstances (but not less than 24 hours), that it needs to enter the premises.
12) = Maximum Interest Charge. Late fee= s and interest imposed on delinquent charges, when combined, may not exceed Citi Bank’s prime rate at the time of the default by more than 2%.
13) = No Waiver of Jury Trial. The Tenant does not waive its right to a trial by jury and does not waive its r= ight to assert any compulsory counterclaim.
14) = Mitigation of Damages. The Landlord = agrees to use its best efforts to mitigate its damages.
15) = Relocation. Any provision of the Lease whi= ch would require the Tenant to relocate, reconfigure, shift, or move the premi= ses, in any amount, from those originally selected by the Tenant is void.
16) = Rules and Regulations. Any rule= or regulation promulgated by the Landlord must be reasonable and nondiscrimina= tory.
17) = Security Interest. Any provision o= f the Lease that grants the Landlord a security interest in any of the TenantR= 17;s property is void.
18) = Subordination and Attornment. The Tenant is not required to subordinate this Lease un= less Landlord obtains a non-disturbance agreement which requires that any succes= sor in interest to Landlord agrees to be bound by all the terms and conditions = of the Lease, and to perform all of its covenants.
19) = Tax Proration Required. The T= enant is not responsible for any taxes relating to a period of time before the fi= rst date that Tenant is obligated to pay minimum rent or after the termination = of the Lease. Any liability for = taxes relating to these time periods shall be pro-rated.
20) = Utilities. All utilities provided by the = Landlord shall be provided at rates equal to, or less than, the rates which would be charged for the same or similar services by public utilities serving, or available to, the Landlord. <= /p>