ZAYO LEASE SUMITTAL.PDF

CHAMBERS BUILDING
TECHNOLOGY SPACE LEASE
between
MARICOPA COUNTY,
a political subdivision of the State of Arizona
as Landlord
and
ZAYO GROUP, LLC,
a Delaware limited liability company
as Tenant

RETAIL SPACE LEASE
DATE: ,2015
PARTIES: MARICOPA COUNTY,
A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA
"Landlord"
ZAY0 GROUP, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
"Tenant"
AGREEMENT:
In consideration of the following terms and conditions, the parties agree as follows:
1. BASIC LEASE PROVISIONS AND DEFINITIONS.
1.1 Street Address of Premises: 301 S. 4th Avenue, Phoenix, Arizona, 85003.
1.2 Landlord's Notice Address: Maricopa County Finance Department, Real
Estate Manager, 301 W. Jefferson, Suite 960, Phoenix, AZ 85003.
1.3 Tenant's Notice Address: 1805 29th Street, Suite 2050
Boulder, CO 80301
Attn: Director, Real Estate
1.4 Complex: The Maricopa County facility commonly known as the Chambers
Building, shown in plan view on Exhibit "B" and legally described on Exhibit "A", attached.
Landlord shall have the right from time to time to add land and building space to the Complex.
1.5 Premises: Approximately 64 rentable square feet of technology space, as
depicted in the attached Exhibit "B," together with all appurtenances thereto including diverse
fiber optic conduit points of entry from public rights of way into the Building at mutually
acceptable locations. The Premises is located within the basement of a multi-story building with
an address of 301 S. 4th Avenue, Phoenix, Arizona (the "Building").
1.6 Lease Term: Fifteen (15) Lease Years, with option to renew at market rent for
up to two (2) additional five-year renewal terms upon mutual agreement of both parties.
1.7 Pro Rata Share: (The Section Intentionally Deleted.)

1.8 Operating Expenses: (The Section Intentionally Deleted.)
1.9 Real Estate Taxes: (The Section Intentionally Deleted.)
1.10 Lease Year: The twelve (12) full calendar month period commencing on July 1,
2015, and each anniversary thereof. Each subsequent Lease Year shall commence on the
anniversary of the first Lease Year.
1.11 Pre -Paid Gross Rent: The non-refundable Pre-Paid Gross Rent for the initial 15-
year term shall be as follows:
Lease Years Pre-Paid Gross Rent
1 - 15 $ 7 5 , 000. 0 0 ($75,000.00 minimum) plus taxes
1.12 Additional Rent and Taxes: All additional payment obligations of Tenant,
including but not limited to taxes, charges, fees and/or costs incurred by Landlord on behalf of
Tenant and/or this Lease.
1.13 Security Deposit: (The Section Intentionally Deleted.)
1.14 Common Area: Defined in Section 6.
1.15 Delivery Date: The date of Landlord's notice to Tenant that Landlord has fully
executed the Agreement.
1.16 Commencement Date: The Commencement Date shall be July 1, 2015.
1.18 Termination Date: The last day of the fifteenth (15th) Lease Year following the
Commencement Date.
1.19 Permitted Use: Installation, operation and maintenance and repair and/or
replacement of telecommunication equipment and transmission facilities, including, but not
limited to, a local and long distance switch, node, customer collection and related equipment, in
connection with a fiber optic telecommunications system as well as the storage of tools, parts and
replacement equipment.
2. PREMISES.
Subject to the terms and conditions herein contained, Landlord hereby leases the Premises to
Tenant, and Tenant hereby accepts and leases the Premises from. Landlord for the Term, unless
sooner terminated pursuant to any provision hereinafter set forth.
3. PRE-PAID GROSS RENT & ADDITIONAL RENT PAYMENTS.

3.1 Amount and Manner. Tenant shall pay to Landlord the non-refundable Pre-Paid
Gross Rent amount, plus applicable taxes, for the initial 15-year term of the Lease, without setoff
or demand, within five (5) days of the Delivery Date. In addition, Tenant agrees to pay
Landlord any Additional Rent payments due pursuant to the terms of this Lease within 10 days
of receipt of invoice for Additional Rent. Tenant agrees to take such action and execute such
documents as Landlord shall deem necessary or desirable to cause the timely payment of funds
required under the terms of this Lease.
3.2 Late Fees. If the Pre-Paid Gross Rent payment is not received by Landlord on or
before the fifth (5th) business day after the Delivery Date, Tenant agrees to pay Landlord an
additional sum equal to five percent (5%) of the total amount overdue, including the Pre-Paid
Gross Rent, and any other payments due under this Lease. In addition, if any Additional Rent
payment is not received by Landlord on or before the tenth (10th) day after invoice date, Tenant
agrees to pay Landlord an additional sum equal to five percent (5%) of the total amount overdue,
including the Additional Rent, and any other payments due under the Lease. Said charges are
intended to defray Landlord’s interest and administrative expenses, and Tenant acknowledges
that such charge represents a fair and reasonable estimate of such expenses, and shall be due and
payable for the Pre-Paid Gross Rent Payment, for any Additional Rent Payment, and any other
payment due pursuant to the terms of this Lease, that remains unpaid. Further, Landlord shall be
entitled to charge a fee of $25.00, to cover its administrative expense, each time a check from
Tenant is returned by a bank for insufficient funds.
3.3 Interest. In addition to the late charges referred to above, which are intended to
defray Landlord’s costs resulting from late payments, any late payment of the Pre-Paid Gross
Rent or any other payment due pursuant to the terms of this Lease shall, at Landlord’s option,
bear interest from the due date of any such payment to the date same is paid at eighteen percent
(18%) per annum or the maximum lawful rate that Landlord may charge to Tenant under
applicable laws, whichever is less. Acceptance of any late charge and/or interest shall not
constitute a waiver of Tenant’s default with respect to the overdue sum or prevent Landlord from
exercising any of its other rights and remedies under this Lease.
3.4 Re-measure. (The Section Intentionally Deleted.)
4. LANDLORD’S WORK; TENANT’S ACCEPTANCE OF PREMISES.
(The Section Intentionally Deleted.)
5. OPERATION AND USE OF PREMISES.
5.1 Use. Tenant shall use the Premises for the Permitted Use set forth in Section 1.19
and no other purpose.
5.2 Legal Compliance. Tenant shall, at its expense, comply with all laws,
governmental orders, regulations, rules, and local ordinances regarding (a) any of the Permitted
Uses described in Section 1.19, (b) the condition of the Premises to the extent Tenant is
responsible therefor pursuant to this Lease, and (c) improvements and equipment constructed in

or installed upon the Premises by Tenant including, but not limited to, warehouse racking. Upon
receipt of any notice of noncompliance, Tenant shall promptly notify Landlord in writing.
Landlord shall comply with all laws, governmental orders, regulations, rules and local
ordinances relating to: (i) the Common Areas, (ii) the initial construction of Landlord’s Work,
and (iii) the exterior surfaces, structural elements, foundation and roof of the Building, and the
costs and expenses associated with such compliance by Landlord shall be included in Operating
Expenses.
5.3 Objectionable Material. Tenant shall not permit any objectionable or unpleasant
odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, nor take any other
action which would constitute a nuisance or would disturb or endanger any other tenants of the
Complex or interfere with the use of the respective premises. Without Landlord’s prior written
consent, Tenant shall not receive, store, or otherwise handle any product, material or
merchandise which is hazardous, toxic, explosive or highly flammable other than reasonable
quantities thereof incidental to the conduct of Tenant’s business which are stored, used and
disposed of in compliance with all applicable legal requirements. Tenant shall promptly provide
to Landlord a detailed list of such materials used in the conduct of Tenant’s business. Outside
storage of any type of equipment, property or materials by Tenant, its agents, employees,
customers or suppliers shall be permitted only with the prior written consent of Landlord.
Tenant shall store all rubbish within the Premises and, at Tenant’s expense, arrange for the
regular collection of rubbish and janitorial services.
5.4 Rules and Regulations. Landlord reserves the right from time to time to adopt
and amend rules and regulations concerning use of the Common Area and Premises, with which
Tenant agrees to comply (“Rules and Regulations”). In the event of a conflict between this
Lease and the Rules and Regulations, the terms and conditions of the Lease shall control.
5.5 Insurance Risk. Without Landlord’s consent, Tenant shall not use the Premises in
any way which could increase insurance rates, or disallow any fire sprinkler credits or other
credits, or invalidate any policy of insurance with respect to the Premises, Building or Complex
or Tenant’s operations therein.
6. COMMON AREA.
The term “Common Area” means the entire area designed for common use or benefit within the
Complex. The Common Area shall at all times be subject to the exclusive control and
management of Landlord and may be expanded, contracted, improved or changed by Landlord
from time to time as deemed desirable. Subject to the Rules and Regulations, the Common Area
is hereby made available to Tenant and its employees, agents, customers, and invitees for their
reasonable nonexclusive use in common with other tenants of the Complex, their employees,
agents, customers, invitees, and to Landlord for the purposes for which constructed. Tenant shall
not in any manner obstruct the Common Area. Landlord shall have the right to change the area,
location, and arrangement of the Common Area; to enter into, modify, and terminate easements
and other agreements pertaining to the use and maintenance of the Common Area, to close all or
any portion of the Common Area to such extent as may be necessary; to add or remove
improvements; and to do and perform such other acts in and to the Common Area and

improvements as Landlord shall determine to be advisable with a view to the improvement and
convenient use thereof. No exhibit attached to this Lease nor any other materials provided by
Landlord shall constitute a warranty or agreement as to the configuration of the Building or
Complex or the occupants thereof.
7. MAINTENANCE OBLIGATIONS.
7.1 Landlord’s Responsibilities. Landlord shall keep the Common Area, exterior
surfaces, structural elements, foundation and roof of the Building in good order and repair.
Notwithstanding the foregoing, Landlord shall not be required to make any repairs which
become necessary as a result of any act or omission of Tenant, its agents, representatives,
contractors, employees or customers. Throughout the Term of this Lease, Landlord shall be
responsible for maintaining the heating and air conditioning equipment including motors,
compressors, coils and heat exchangers (collectively, the “HVAC Equipment”). Landlord shall
maintain the plumbing, doors, windows, common area locks, electrical facilities and fixtures in
good, safe and working order, condition and repair.
7.2 Tenant’s Responsibilities. Tenant shall not permit waste to the Premises or the
Common Area. Tenant shall comply with Landlord’s security checks and background checks
procedure and process. Tenant recognize and understands the Complex is a secured facility and
that Landlord requires background checks on those employees, officers, agents, vendors, and
invitees of Tenant desiring access to the Complex. Tenant shall submit all necessary paperwork
and information required by Landlord for Landlord to conduct security background checks on
Tenant’s employees, officers, agents, vendors and invitees wishing to gain access to the
Premises, the Complex, or any part thereof. Tenant recognizes and agrees that Landlord shall
have sole discretion as to those employees, officers, agents, vendors and invitees of Tenant that
will be allowed access to the Premises, the Complex, or any part thereof.
8. OPERATING EXPENSES AND REAL ESTATE TAXES.
(The Section Intentionally Deleted.)
9. REPAIRS-ALTERATIONS.
Tenant shall not damage the Premises or common area and shall not permit waste to the Premises
or common area. Tenant shall not make any improvements, additions or alterations to the
Premises, or install any equipment which defaces the Building interior or exterior or negatively
affects the structural or mechanical components of the Building, without the prior written
consent of Landlord. No machinery or equipment shall be bolted or otherwise physically
attached to the floors or walls of the Premises without the prior written consent of Landlord.
Landlord may condition Landlord’s approval upon the condition that any such machinery,
equipment, improvements, additions or alterations be removed at Tenant’s expense upon the
termination of this Lease. Tenant shall pay for any repairs necessary as a result of removal of
any such machinery, equipment, improvements, additions or alterations. Tenant shall not install
any wireless local area network at the Premises without Landlord’s prior written approval.
Within thirty (30) days of receipt of all information necessary for Landlord to evaluate the

Tenant’s requested wireless local area network installation, Landlord, at Landlord’s sole
discretion, will approve or disapprove the requested wireless local area network installation.
10. UTILITIES AND OTHER SERVICES.
Landlord shall pay the cost for all utilities (including, without limitation, gas and electricity) and
Landlord shall pay for all janitorial services furnished to the common area and Tenant shall pay
for all janitorial services furnished to the Premises. In the event that Landlord determines, in
Landlord’s reasonable discretion, that Tenant’s electrical service usage or water usage is
disproportionately high compared with other users in the Complex, Landlord may charge Tenant
directly for such excess consumption. Landlord shall not be liable for damages for failure of
heat, hot or cold water, air conditioning, sewer service, electric current, gas, or any other service
by reason of breakdown of plant, equipment, or apparatus, shut-down of any thereof for
necessary repairs or alterations or due to unavailability of fuel, water or any other substance or
utility, war, civil disturbance, strike, lockout, fire, flood, casualty, governmental regulations, or
other conditions beyond Landlord’s reasonable control.
11. LANDLORD’S ACCESS.
Upon one business day’s prior notice, except in an emergency, Landlord may enter the Premises
during the Term hereof at all reasonable hours for the purpose of inspection, verifying Tenant’s
compliance with this Lease or making repairs or improvements to the Premises or any other
portion of the Building, or for the purpose of exhibiting the same to prospective purchasers,
brokers, lenders or others, or during the last 12 months of the Term or any Renewal Term,
prospective tenants. In an emergency Landlord may enter the Premises at any time without
notice to take such action as Landlord deems to be prudent or necessary.
12. INDEMNITY AND NON-LIABILITY.
12.1 Indemnity. Tenant shall defend, indemnify and hold harmless Landlord, and
Landlord’s employees and agents, from and against any and all claims arising from Tenant’s use
of the Premises, Building or Complex, or from the conduct of Tenant’s business or from any
activity, work, or thing done, permitted, or suffered by Tenant in or about the Premises or the
Building or Complex and shall further defend, indemnify and hold harmless, Landlord and
Landlord’s employees and agents, from and against any and all claims arising from any breach or
default in the performance of any obligation on Tenant’s part to be performed under the terms of
this Lease or arising from any negligence of Tenant, or any of Tenant’s agents, contractors,
visitors or employees, and from and against all costs, attorneys’ fees, expenses and liabilities
incurred in the defense of any such claim or any action or proceeding brought thereon. In the
event any action or proceeding is brought against Landlord by reason of any such claim, Tenant
upon notice from Landlord shall defend the same at Tenant’s expense by counsel reasonably
satisfactory to Landlord. Notwithstanding any foregoing provisions hereof to the contrary,
Tenant shall have no obligation to indemnify Landlord from and against any claims directly
resulting from Landlord’s grossly negligent actions or omissions.

Landlord shall defend, indemnify and hold harmless Tenant, and Tenant’s employees and
agents, from and against any and all claims arising from Landlord’s ownership of the Complex
or any activity, work, or thing done, permitted or suffered by Landlord in or about the Complex,
and shall further defend, indemnify and hold harmless Tenant and Tenant’s employees and
agents from and against any and all claims arising from any breach or default in the performance
of any obligation on Landlord’s part to be performed under the terms of this Lease or arising
from any gross negligence of Landlord, or any of Landlord’s agents, contractors, or employees,
and from and against all costs, attorneys’ fees, expenses and liabilities incurred in the defense of
any such claim or any action or proceeding brought thereon. In the event any action or
proceeding is brought against Tenant by reason of any such claim, Landlord upon notice from
Tenant shall defend the same at Landlord’s expense by counsel reasonably satisfactory to
Tenant. Notwithstanding any foregoing provisions hereof to the contrary, Landlord shall have
no obligation to indemnify Tenant from and against any claims directly resulting from Tenant’s
grossly negligent actions or omissions.
12.2 Waiver. Tenant, as a material part of the consideration to Landlord for this
Lease, hereby assumes all risk of damage to property or injury to persons in, upon or about the
Premises arising from any cause except to the extent caused by the gross negligence or willful
misconduct of Landlord. Tenant hereby waives all claims in respect thereof against Landlord.
12.3 Liens. Tenant shall have no power to do any act, or to make any contract, that
may create, or be the foundation for, any lien against the Premises, the Complex, or any portion
thereof; and, should any such lien be filed, Tenant, at its own cost and expense, shall bond for or
discharge the same within thirty (30) days after the filing thereof. Tenant agrees to pay all sums
of money in respect of any labor, services, materials, supplies or equipment furnished or alleged
to have been furnished to Tenant in or about the Leased Premises which may be secured by any
mechanic's, materialmen's or other lien against the Leased Premises or Landlord's interest therein
and will cause each such lien to be discharged at the time performance of any obligation secured
thereby matures, provided that Tenant may contest such lien upon posting a surety bond pursuant
to A.R.S. § 33-1004, but if such lien is reduced to final judgment and if such judgment or process
thereon is not stayed, or if stayed and said stay expires, then and in each such event Tenant shall
forthwith pay and discharge said judgment. Additionally, Tenant shall include the following
language in all contracts related to improvements or other work performed related to the
Premises:
“Pursuant to A.R.S §33-981 notice is hereby given that improvements made by any
party upon the Premises are not authorized, as that term relates to interests in liens under §33-
981, by Owner/Landlord, or its agents, and that all improvements are being made at the
instance of the “Tenant.”
12.4 Non-liability. Unless directly resulting from facilities controlled by Landlord and
from Landlord’s grossly negligent act or omission and Tenant has notified Landlord, Landlord
shall not be liable to Tenant for any damage occasioned by: plumbing, electrical, gas, water,
steam or other utility pipes, systems, and facilities, or by the bursting, stopping, leaking or
running of any tank, washstand, or other pipes in or about the Premises or Building by water
being upon or coming through the roof, or any skylight, vent, trapdoor or otherwise or arising

from any act or omission of any third party or any tenant of the Complex, its agents, contractors
or employees.
13. INSURANCE.
13.1 Liability Coverage. Tenant shall, at its expense, obtain and keep in force during
the term of this Lease, including any renewal term, a commercial general liability insurance
policy with a combined single limit of not less than $1,000,000 covering bodily injury to one or
more persons and property damage with deductibles in an amount reasonably satisfactory to
Landlord. All policies of insurance required to be provided hereunder by Tenant shall be issued
by insurer(s) licensed and qualified to do business in the State of Arizona, with a current A.M.
Best Company rating of at least B++VII. The policy shall be primary and shall name Landlord
and any Mortgagee (as defined in Section 17) as additional insured(s) and shall cover the entire
Complex. Tenant shall increase its liability coverage as may be reasonably requested by
Landlord, if Landlord presents evidence that customary insurance coverage limits for similar
facilities in the Metropolitan Phoenix market area have increased. The establishment of
insurance requirements shall not limit the liability of Tenant under this Lease.
Landlord shall, as a portion of Operating Expenses, obtain and keep in force with a
financially responsible insurance company, during the Term, including any renewal term, a
commercial general liability insurance policy with a combined single limit of not less than
$1,000,000 covering bodily injury to one or more persons and property damage.
13.2 Certificates. Tenant shall deliver to Landlord certificates of insurance, making
specific reference to the Complex and the Premises, evidencing the existence and amounts of the
policies of insurance required pursuant to this Section 13, as well as the deductibles. No such
policy shall be nonrenewable, cancelable or subject to material reduction of coverage or other
material modification except after thirty (30) days’ prior written notice to Landlord. Tenant shall
upon renewal of such policy, furnish Landlord with renewal certificates.
It is expressly understood by Tenant that the receipt of any required insurance
certificate(s) by Landlord hereunder does not constitute agreement that the insurance
requirements of this Section 13 have been fully met of that the insurance policies indicated on
the certificate are in compliance with all requirements of this Section 13. Further, the failure of
Landlord to obtain certificates or other evidence of insurance from the Tenant shall not be
deemed a waiver by Landlord. Non-conforming insurance shall not relieve Tenant of its
obligation to provide the insurance specified herein. Any failure of Tenant to obtain, maintain,
or provide copies or certificates of any insurance required hereunder shall constitute a material
and continuing breach of this Lease.
13.3 Property Coverage. Tenant shall maintain in effect, with a financially
responsible insurance company, policies of property insurance covering the full insurable value
of all improvements, additions or alterations to the Premises made without Landlord’s written
consent, and all of Tenant’s machinery, equipment, furniture, fixtures and personal property.
Such policies of insurance shall provide protection for Tenant against all casualties included
under standard insurance industry practices within the classification of “Fire and Extended

Coverage” and shall contain a waiver of subrogation releasing Landlord from all claims and
liabilities arising from or caused by any hazard covered by Tenant’s property insurance. The
proceeds from said insurance shall be used to repair or reconstruct such insured property to the
extent required under Section 15 of this Lease.
Additionally, Tenant shall maintain business interruption insurance in an amount
adequate to cover losses incurred by Tenant as a result of any damage or destruction to the
Building as described in Section 15 of this Lease
Landlord shall, as a portion of Operating Expenses as defined in Section 8 of this Lease,
maintain in effect, with a financially responsible insurance company, policies of property
insurance covering the Complex including Landlord’s Work as described in Exhibit “D” and
Tenant’s Improvements as described in Exhibit “E,” (other than the property required to be
insured by Tenant in the preceding paragraph, and other tenant improvements and tenant
property) on a replacement cost basis.
13.4 Release. Notwithstanding anything apparently to the contrary elsewhere in this
Lease, Tenant hereby mutually releases and relieves Landlord from all claims and liabilities
arising from or caused by any hazard covered by property insurance on the Premises or covered
by property insurance in connection with property on or activities conducted in or about the
Premises or Complex or covered by the property insurance required hereunder, regardless of the
cause of the damage or loss, provided that this release shall apply only to the extent that such
loss is covered by such property insurance. Tenant shall, at the earlier of the date of obtaining
insurance coverages or the Commencement Date, give notice to the insurance carriers involved
that the foregoing waiver of liability and subrogation is contained in this Lease.
14. ASSIGNMENT, SUBLETTING AND CORPORATE TRANSACTIONS.
14.1 Lease Transfers. (a) Tenant shall not cause or permit, by operation of law or
otherwise, any assignment, sublease, encumbrance, or transfer (a “Lease Transfer”) of this Lease
or any estate or interest herein without the prior written consent of Landlord, which consent shall
not be unreasonably withheld, conditioned, denied or delayed. It shall be deemed reasonable for
Landlord to withhold its consent to a Lease Transfer if Tenant is in default under the terms of the
Lease.
14.2 Corporate Transactions. Notwithstanding anything to the contrary, Tenant may
assign this Lease, without Landlord’s consent, but only upon written notice to Landlord
accompanied by a notarized affidavit executed on behalf of Tenant by an authorized
representative of Tenant affirming to Landlord that the assignee of the Lease is an entity
controlling, controlled by or under common ownership with Tenant.
14.3 Name Change. In the event Tenant elects to change its name or Corporate
Transaction, Tenant shall provide Landlord with written notice specifically stating that such
name change or Corporate Transaction and a copy of the appropriate documentation issued by
the office of the applicable Secretary of State.

14.4 No Release of Tenant. Notwithstanding anything to the contrary contained in
this Section 14, Lease Transfer or no consent by Landlord to any Lease Transfer shall relieve
Tenant of any obligation to be performed by Tenant under this Lease, whether occurring before
or after such consent, assignment, subletting or other Lease Transfer or Corporate Transaction,
and the Transferee or assignee shall be jointly and severally liable with Tenant for the payment
of Additional Rent and for the performance of all other terms and provisions of this Lease. The
Lease Transfer or consent by Landlord to any Lease Transfer shall not relieve Tenant or any such
Transferee or assignee from the obligation to obtain Landlord’s express prior written consent to
any subsequent Lease Transfer. The acceptance of Additional Rent by Landlord from any other
person shall not be deemed to be a waiver by Landlord of any provision of this Lease or to be a
consent to any Lease Transfer.
15. DAMAGE OR DESTRUCTION.
15.1 Damage to Premises Covered by Insurance. Subject to the terms of Section
15.5 of this Lease, if the Premises are damaged or destroyed by fire or other casualty insurable
under standard fire and extended coverage insurance (the “Event”) so as to become partially or
totally untenantable, the Premises shall be repaired and restored by Landlord and Tenant with
due diligence. The repairs shall commence as soon as reasonably possible following the Event.
Landlord’s obligation to repair and restore shall be limited to the restoration of the work
designated as Landlord’s Work in Exhibit “D” and Tenant Improvements in Exhibit “E” and
Tenant shall be obligated to restore the remainder of the Premises.
15.2 Damage to Premises not Covered by Insurance. If the Premises shall at any
time be damaged or destroyed by a casualty not insurable under standard fire or extended
coverage insurance so as to become partially or totally untenantable, then Landlord shall have
the right to either repair and restore the Premises or to terminate this Lease. Such election shall
be made by Landlord upon notice to Tenant within 60 days after the occurrence of such casualty.
If Landlord elects to restore the Premises, such work shall not exceed what is required to restore
the Premises to a condition similar to that at the time of the original delivery of the Premises to
Tenant and, then Tenant shall be required to repair with diligence the remainder of the Premises.
If Landlord elects to terminate this Lease, this Lease shall terminate 60 days after the date of the
occurrence of such casualty and all rent shall be adjusted as of such date of termination.
15.3 Destruction of the Complex. If all or any portion of the Complex shall be
damaged or destroyed by fire or other cause (regardless of whether the Premises may be affected
thereby) to the extent that the cost of restoration thereof would exceed 25% of the amount it
would have cost to replace the Complex in its entirety at the time such damage or destruction
occurred, then Landlord may elect to repair that portion of the Complex owned by Landlord
within a reasonable time after such damage or destruction, provided that Landlord shall not be
obligated to expend for such rebuilding and repairing an amount in excess of the insurance
proceeds recovered or recoverable as a result of such damage or destruction, or Landlord may
elect to terminate this Lease upon 30 days notice to Tenant, which notice shall be given, if at all,
within 60 days after the date of such occurrence. In the event of such termination, this Lease
shall cease 30 days after such notice is given and all rent shall be adjusted as of that date.

15.4 Rent Refund. Within thirty (30) days of an Event, Tenant will receive a refund
of a pro-rated portion of Tenant’s Pre-Paid Gross Rent to the extent the Premises are rendered
untenantable as reasonably determined by Landlord.
15.5 Destruction Cancellation. If the Premises are damaged or destroyed to the
extent that the cost of the restoration would exceed 25% of the amount it would have cost to
replace the Premises in their entirety at the time such damage or destruction occurred, and if the
unexpired portion of the Term of this Lease shall be one year or less on the date of the damage or
destruction, then Landlord may elect to terminate this Lease by giving notice to Tenant of its
election to do so within sixty (60) days after such occurrence. If Landlord exercises such right,
then this Lease shall cease as of the date of such notice and all rent and other charges payable by
Tenant shall be adjusted and refunded as of that date.
15.6 Waiver. Notwithstanding the destruction of or injury to the Premises or any part
thereof, whether or not the same is rendered untenantable or unfit for occupancy, Tenant shall
have no right under A.R.S. § 33-343, or otherwise, to quit and surrender possession and shall
have no right to any abatement of rent except as specifically provided in this Article 15.
16. EMINENT DOMAIN.
Except as may be otherwise agreed to by Landlord and Tenant as provided in this Section, if all
of the Premises, or such portion of the Premises as renders the remainder impractical for the
Permitted Use, are taken by any public authority under the power or threat of eminent domain or
by private purchase in lieu thereof, then the term of this Lease shall cease as of the date
possession shall be taken by such public authority, and Landlord shall make a pro rata refund of
any Annual Base Rent that may have been paid in advance. In the event that less than the entire
Complex is so taken and the Premises are not in that portion of the Complex so taken and
provided the Premises are not rendered untenantable thereby, then this Lease shall terminate only
at the option of Landlord. In the event that only a part of the Premises is so taken and the parties
agree that this Lease shall not so terminate, there shall be a pro rata reduction in Annual Base
Rent for the period following such taking, and all other terms and provisions hereof shall remain
in full effect. All damages awarded for any such taking shall belong to and be the property of
Landlord for diminution in value to this leasehold or to the fee of the Premises; provided,
however, that Landlord shall not be entitled to any portion of the award made to Tenant for loss
of business, depreciation to and cost of removal of stock and fixtures.
17. MORTGAGEE PROTECTION.
17.1 Subordination of Lease. This Lease shall be subject and subordinate at all times
to the lien of any existing mortgage and other financing documents and the lien of any mortgages
and other financing documents that hereafter may be made a lien upon the Building and the real
property upon which it is situated; provided, however, that the secured party named in each such
mortgage or other financing document (a “Mortgagee”) shall agree to recognize this Lease in the
event of foreclosure if Tenant is not then in default and if Tenant agrees to attorn to such
Mortgagee as Landlord under this Lease. In the event a Mortgagee elects to have this Lease a
prior encumbrance, then and in such event upon Mortgagee notifying Tenant to that effect, this

Lease shall be deemed a prior encumbrance whether this Lease is dated prior or subsequent to
the date of Mortgagee’s encumbrance. Within ten (10) business days following Landlord’s
request, Tenant will execute and deliver a subordination agreement in substantially the form of
Exhibit “C” attached hereto and other documents desirable to effect the purpose of this Section
17.1; provided, however, that each Mortgagee shall agree to recognize this Lease in the event of
foreclosure if Tenant is not then in default. In the event Tenant fails to comply with the
foregoing requirements within ten (10) business days following Landlord’s request, this Section
17.1 shall constitute Tenant’s appointment of Landlord as its attorney-in-fact to execute any
certificates of subordination and other accounts desirable to effect the purpose of this Section
17.1.
17.2 Insurance. Whenever under this Lease policies of insurance or bonds are to be
provided for the benefit of Landlord, the same shall, at the option of Landlord, be made payable
to and shall secure Landlord and/or any Mortgagee.
17.3 Estoppel Certificate. Tenant shall, within ten (10) business days following a
request from Landlord, execute and deliver to Landlord an Estoppel Certificate in substantially
the form of Exhibit “D” attached hereto, attesting to the terms and condition of this Lease and the
compliance to date of Landlord with the terms and conditions of this Lease and such other
matters as requested by Landlord concerning the tenancy of Tenant under this Lease. In the
event that Tenant asserts any default by Landlord, Tenant shall set forth such alleged default or
defaults upon the said certificate in detail and attest to the fact that those listed defaults are the
only defaults by Landlord hereunder.
17.4 Mortgagee’s Performance. Tenant agrees to give to any Mortgagee(s), by
registered mail, a copy of any notice of default served upon Landlord, provided that prior to such
notice Tenant has been notified in writing of the address of such Mortgagee, which notice shall
state that it is given pursuant to this Section of the Lease and that copies of notices shall be sent
to such Mortgagee. If Landlord shall have failed to cure such default within thirty (30) days
from the effective date of such notice of default or such longer time as Landlord may be
provided under this Lease, then the Mortgagee shall have an additional thirty (30) days within
which to cure such default or if such default cannot be cured within that time, then such
additional time as may be necessary to cure such default and this Lease shall not be terminated
so long as such remedies are being diligently pursued.
17.5 Amendment of Lease for Mortgagee’s Purposes. In the event a Mortgagee
succeeds to the interest of Landlord hereunder and is advised by its counsel that all or any
portion of the rent payable by Tenant hereunder is or may be deemed to be unrelated business
income within the meaning of the United States Internal Revenue Code or Regulations issued
thereunder, Mortgagee, as Landlord, shall have the right at any time from time to time to amend
unilaterally the provisions of this Lease, and Tenant agrees that it will execute all documents
necessary to effect any such amendment, provided that no such amendment shall increase
Tenant’s payment obligations or other liability under this Lease or reduce Landlord’s obligations
hereunder.

18. LANDLORD’S OPTION TO RELOCATE TENANT’S PREMISES
(This Section Intentionally Deleted)
19. SIGNAGE.
(The Section Intentionally Deleted.)
20. ENVIRONMENTAL COMPLIANCE
20.1. (a) Landlord represents, to the best of its knowledge, that on the
Commencement Date, there is no Hazardous Material in the Complex or on the Premises in
violation of any Environmental Law. Landlord hereby agrees that if at anytime during the term of
this Lease it should be determined that the Complex or Premises were contaminated with Hazardous
Material on the Commencement Date of this Lease or thereafter because of any acts or omissions of
Landlord, Landlord agrees to indemnify and hold Tenant harmless from any and all claims,
liabilities, damages and obligations of any nature arising from or as a result of such contamination.
20.2. Tenant represents, warrants, and covenants to Landlord that:
(a) Tenant will cause the Premises at all times to be and remain in
compliance with all applicable laws, ordinances, and regulations
(including consent decrees and administrative orders) relating to public
health and safety and protection of the environment, including those
statutes, laws, regulations, and ordinances identified in subparagraph (f),
all as amended and modified from time to time (collectively,
“Environmental Laws”). Tenant agrees to obtain and keep in effect all
governmental permits and approvals relating to the use or operations of
the Premises required by applicable Environmental Laws, and Tenant
agrees to comply with the terms of the same.
(b) Tenant will not generate, manufacture, store, treat, transport,
release, or dispose of “Hazardous Material,” as that term is defined in
subparagraph (f), on, in, under, about or from the Premises, Building or
Complex, other than in such quantities as are required for the conduct of
Tenant’s business allowed under this Lease, and other than those lawfully
incorporated into the Premises, in keeping with good construction
practices, as appropriate building materials, and then only in compliance
with all Environmental Laws, health, safety, handling, reporting and
disclosure laws, regulations and rules. Tenant shall promptly provide to
Landlord upon written request, but not more often than once in any twelve
month period unless Landlord has reasonable cause to believe that Tenant
is not in compliance with this Section 20, a detailed list of such materials
used in the conduct of Tenant’s business or incorporated in the Premises,
together with copies of all applicable permits related to such materials, if
any. If any Hazardous Material (other than as permitted in the foregoing

sentence) is found on the Premises, or if Tenant or any one of its
employees, agents, contractors, suppliers or invitees causes, contributes to
or aggravates any release or disposal of any Hazardous Material on, in,
under or about the Premises, Building, or Complex, Tenant, at its own cost
and expense will immediately take such action as is necessary to detain the
spread of and remove the Hazardous Material to the complete satisfaction
of Landlord and the appropriate governmental authorities.
(c) Tenant will immediately notify Landlord and provide copies upon
receipt of all written complaints, claims, citations, demands, inquiries,
reports, or notices relating to Tenant’s compliance with Environmental
Laws. Tenant will, at its sole cost, promptly cure and have dismissed with
prejudice any such action. Tenant will keep the Premises, Building and
Complex free of any lien imposed pursuant to any Environmental Laws on
account of Tenant’s generation, manufacture, storage, treatment,
transportation, release, or disposal of Hazardous Material.
(d) If Tenant breaches or fails to comply with any of the foregoing
warranties, representations, and covenants, Landlord may cause the
removal (or other cleanup acceptable to Landlord) of any Hazardous
Material (other than those expressly authorized herein) from the Premises,
Building or Complex. The costs of such Hazardous Material removal and
any other cleanup (including transportation and storage costs) will be
additional rent under this Lease, whether or not a court or administrative
agency has ordered the cleanup, due and payable on Landlord’s demand.
Tenant thereby grants Landlord, its employees, agents and contractors,
access to the Premises to remove or otherwise clean up any Hazardous
Material. Landlord, however, has no affirmative obligation under this
Lease to remove or otherwise clean up any Hazardous Material, from the
Premises, Building or Complex and nothing in this Lease will be
construed as creating any such obligations.
(e) Tenant agrees to indemnify, defend, and hold Landlord and
Landlord’s affiliates, shareholders, partners, directors, officers, employees
and agents free and harmless from and against all losses, liabilities,
obligations, penalties, claims, litigation, demands, defenses, costs,
judgments, suits, proceedings, damages (including consequential
damages), disbursements, or expenses of any kind (including attorneys’
and experts’ fees and expenses and fees and expenses incurred in
investigating, defending, or prosecuting any litigation, claim, or
proceeding) that may at any time be imposed upon, incurred by, asserted,
or awarded against Landlord or any of them in connection with or arising
from or out of Tenant’s obligations hereunder.
This indemnification is the personal obligation of Tenant and shall survive
termination of this Lease. Tenant, its successors, and assigns waive,

release, and agree not to make any claim or bring any cost recover action
against Landlord under CERCLA, as that term is defined in subparagraph
(f), or any state equivalent or any similar law now existing or enacted after
this date.
(f) For purposes of this Lease “Hazardous Material” means:
i. “Hazardous substances” or “toxic substances” as those
terms are defined by the Comprehensive Environmental Response,
Compensation, and Liability Act (CERCLA), 42 U.S.C. #9601, et seq., as
amended to and after this date.
ii. “Hazardous wastes,” as that term is defined by the Resource
Conservation and Recovery Act ("RCRA"), 42 U.S.C. #6901, et seq., as
amended to and after this date.
iii. Any pollutant or contaminant or hazardous, dangerous, or toxic
chemicals, materials, or substances within the meaning of any other
applicable federal, state, or local law, regulation, ordinance, or
requirement (including consent decrees and administrative orders) relating
to or imposing liability or standards of conduct concerning any hazardous,
toxic, or dangerous waste substance or material, all as amended to and
after this date.
iv. Crude oil or any fraction of it that is liquid at standard conditions
of temperature and pressure (60 degrees Fahrenheit and 14.7 pounds per
square inch absolute).
v. Any radioactive material, including any source, special nuclear, or
by product material as defined at 42 U.S.C. #201 1, et seq., as amended to
and after this date.
vi. Asbestos in any form or condition.
vii. Polychlorinated biphenyl’s (PCB’s) or substances or compounds
containing PCB’s.
viii. Any Bio-Hazardous materials.
(g) Tenant shall not (either with or without negligence) cause or
permit the escape, disposal or release of any biologically or chemically
active or other hazardous substances, or materials. Tenant shall not allow
the storage or use of such substances or materials in any manner not
sanctioned by law or by the highest standards prevailing in the industry for
the storage and use of such substances or materials, nor allow to be brought
into the Premises any such materials or substances except to use in the

ordinary course of Tenant’s business, and then only after written notice is
given to Landlord of the identity of such substances or materials. Without
limitation, hazardous substances and materials shall include those described
in the Comprehensive Environmental Response, Compensation and
Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., any
applicable state or local laws and the regulations adopted under these acts.
If any lender or governmental agency shall ever require testing to ascertain
whether or not there has been any release of hazardous materials, then the
reasonable costs thereof shall be reimbursed by Tenant to Landlord upon
demand as additional charges if such requirement applies to the Premises.
In addition, Tenant shall execute affidavits, representations and the like
from time to time at Landlord’s request concerning Tenant’s best
knowledge and belief regarding the presence of hazardous substances or
materials on the Premises. In all events, Tenant shall indemnify Landlord
in the manner elsewhere provided in this Lease from any release of
hazardous materials on the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under
Tenant. The within covenants shall survive the expiration or earlier
termination of the Lease term.
21. DEFAULT.
21.1 Events of Default. The occurrence of any of the following shall constitute an
“Event of Default” by Tenant:
(a) Tenant fails to make the Pre-Paid Gross Rent payment or Additional Rent
payment when due.
(b) Tenant abandons the Premises.
(c) Tenant fails to comply with any of the provisions of Section 20 -
Environmental Compliance.
(d) Any guarantor of this Lease is in default under any guaranty of this Lease.
(e) Tenant fails, within thirty (30) days after the commencement of any
proceedings against Tenant seeking relief under any reorganization, arrangement,
consolidation, readjustment, liquidation, dissolution or similar arrangement or
proceeding under any state or federal bankruptcy or other statute, law or
regulation, to have such proceedings dismissed, or Tenant fails, within thirty (30)
days after any appointment pursuant to any state or federal bankruptcy or other
statute, law or regulation, without Tenant’s consent or acquiescence, of any
trustee, receiver or liquidator for the Premises, for Tenant or for all or any
substantial part of Tenant' s assets, to have such appointment vacated.

(f) Tenant fails to perform or comply with any provision of this Lease other
than those described in (a) through (e) above, and such failure is not cured within
fifteen (15) days after notice to Tenant or, if such failure cannot be cured within
such fifteen (15) day period, Tenant fails within such fifteen (15) day period to
commence, and thereafter diligently proceed with, all actions necessary to cure
such failure as soon as reasonably possible but in all events within ninety (90)
days of such notice; provided, however, that if Landlord in its reasonable
judgment determines that such failure cannot or will not be cured by Tenant
within such ninety (90) days, then such failure shall constitute an Event of Default
immediately upon such notice to Tenant.
21.2 Remedies. Upon the occurrence of an Event of Default, Landlord shall have the
following remedies, which shall not be exclusive but shall be cumulative and shall be in addition
to any other remedies now or hereafter allowed by law:
(a) If Tenant shall have vacated or abandoned the Premises, Landlord may,
with or without terminating this Lease, change the locks on the doors to the
Premises and exclude Tenant therefrom.
(b) Landlord may, upon notice to Tenant, terminate this Lease, or without
notice to Tenant re-enter the Premises without terminating this Lease. No re-
entry or taking possession of the Premises by Landlord shall be construed as an
election on its part to terminate this Lease unless a notice of such intention is
given to Tenant (all other demands and notices of forfeiture or other similar
notices being hereby expressly waived by Tenant). Upon the service of any such
notice of termination, the Term of this Lease shall automatically terminate.
Should Landlord at any time terminate this Lease for any breach, in addition to
any other remedies it may have, it may recover from Tenant all damages it may
incur by reason of such breach, including the cost of recovering the Premises,
reasonable attorneys’ fees, and the value at the time of such termination of any
rent reserved in this Lease for the remainder of the term over the then reasonable
rental value of the Premises for the remainder of such term, all of which amount
shall be immediately due and payable from Tenant to Landlord.
(c) Landlord may require that, upon any termination of the Lease or Tenant’s
right to possession without termination of this Lease, Tenant shall immediately
surrender possession of the Premises to Landlord, vacate the same and remove all
effects therefrom except those that may not be removed under other provisions of
this Lease. If Tenant fails to surrender possession and vacate as aforesaid,
Landlord may forthwith re-enter the Premises and expel and remove Tenant and
any other persons and property therefrom, using such force as may be necessary,
without being deemed guilty of trespass, eviction, conversion or forcible entry
and without thereby waiving Landlord’s rights to rent or any other rights given
Landlord under this Lease or at law or in equity. If Tenant does not remove all
effects from the Premises, Landlord may either declare such effects abandoned
and dispose of the same in any reasonable manner without liability to Tenant or

any other party, or remove any or all of such effects in any manner it shall choose
and store the same without liability to Tenant. Tenant shall pay Landlord on
demand any expenses incurred in such removal and storage for any length of time
during which the same shall be in Landlord’s possession or in storage.
(d) Landlord can continue this Lease in full force and effect, and the Lease
will continue in effect as long as Landlord does not terminate Tenant’s right to
possession, and Landlord shall have the right to collect Pre-Paid Gross Rent and
Additional Rent when due. After Tenant’s right to possession is terminated
Landlord may enter the Premises and may make such alterations and repairs as it
shall determine may be reasonably necessary to re-let the Premises and Landlord
may (but shall not be required to) re-let the same or any part thereof upon such
terms and conditions as Landlord in its sole discretion may deem advisable. Upon
any re-letting, all rentals received by Landlord from such re-letting shall be
applied as follows: first, to the payment of any indebtedness other than rent or
other charges due under this Lease from Tenant to Landlord; second, to the
payment of any costs and expenses of such re-letting, including brokerage fees,
reasonable attorneys’ fees and costs of such alterations and repairs; and third, to
the payment of Pre-Paid Gross Rent and Additional Rent and other charges due
and unpaid hereunder. In no event shall Tenant be entitled to receive any surplus
of any sums received by Landlord on a re-letting in excess of the rental and other
charges payable hereunder. If such rentals and other charges received from such
re-letting during any month are less than those to be paid during that month by
Tenant, Tenant shall pay any such deficiency to Landlord upon demand. No act
by Landlord allowed by this Section shall terminate this Lease unless Landlord
notified Tenant that Landlord elects to terminate this Lease.
21.3 Receipt of Monies. No receipt of monies by Landlord from or for the account of
Tenant or from anyone in possession or occupancy of the Premises after the giving of any notice
under this Lease, including, without limitation, a notice of termination of this Lease, shall
reinstate, continue or extend the Term of this Lease or affect any notice given to Tenant prior to
the receipt of such money. No payment by Tenant or receipt by Landlord of a lesser amount
than the charges herein reserved shall be deemed to be other than on account of the earliest
stipulated rent or other charges, nor shall any endorsement or statement on any check or on any
letter accompanying any check be deemed to be an accord and satisfaction. Landlord shall not be
deemed to have accepted payment made to a “lockbox” or other depository until ten (10) days after
Landlord’s actual receipt of the payment if, and only if, during said period Landlord did not refund
or attempt to refund such payment. Landlord’s consent to or approval of any act by Tenant
requiring Landlord’s consent or approval shall not be deemed to waive or render unnecessary
Landlord’s consent to or approval of any subsequent act by Tenant.
21.4 Bankruptcy. If at any time there exists an act of bankruptcy, which shall include
the filing by Tenant, or any guarantor of a petition in bankruptcy (including, without limitation, a
petition for liquidation, reorganization or for adjustment of debts of an individual with regular
income), the filing of any such petition against Tenant or any guarantor with such party failing to
secure a discharge thereof within 30 days after the filing thereof, or Tenant or any guarantor

becoming insolvent or admitting in writing an inability to pay its debts as they mature, or making
an assignment for the benefit of creditors or petitioning for or entering into an arrangement with
creditors or a custodian being appointed or taking possession of Tenant’s or any guarantor's
property whether or not a judicial proceeding is instituted, then this Lease at Landlord’s option
shall (if permitted by law) be terminated, in which event neither Tenant, any guarantor, nor any
person claiming through or under Tenant or any guarantor or by virtue of any statute or court
order shall be entitled to possession of the Premises. Landlord, in addition to the other rights and
remedies given by this Lease or by virtue of any statute or rule of law, may retain as liquidated
damages any rent or any monies received by Landlord from Tenant or others on behalf of
Tenant.
21.5 Legal Expenses. In case suit shall be brought because of the breach of any
agreement or obligation contained in this Lease on the part of Tenant or Landlord to be kept or
performed, and a breach shall be established, the prevailing party shall be entitled to recover all
expenses incurred therefor, including reasonable attorneys’ fees and legal expenses.
21.6 Landlord’s Right to Cure Default. If Tenant fails to perform any agreement or
obligation on its part to be performed under this Lease, Landlord shall have the right (but shall be
under no obligation), if no emergency exists, to perform the same upon ten (10) days notice to
Tenant, and, in any emergency, to perform the same immediately without notice or delay. For
the purpose of curing Tenant’s defaults as aforesaid, Landlord shall have the right to enter the
Premises and Tenant shall within ten (10) days after demand reimburse Landlord for any costs
incurred by Landlord to cure any of Tenant’s defaults, including reasonable attorneys’ fees.
Except for gross negligence or willful misconduct by Landlord, Landlord shall not be liable for
any loss, inconvenience, annoyance or damage resulting to Tenant or anyone holding under
Tenant for any action taken by Landlord pursuant to this Section. Any act done by Landlord
pursuant to this Section shall not constitute a waiver of any such default by Tenant or a waiver of
any covenant, term or condition herein contained or the performance thereof.
21.7 Rights and Remedies. The rights and remedies given to Landlord in this Lease
are distinct, separate, non-exclusive and cumulative rights and remedies, in addition to every
other remedy at law or in equity, and may be exercised concurrently. No delay or failure by
Landlord to insist upon the strict performance of any agreement, term, covenant or condition
hereof, or to exercise any right or remedy consequent upon a breach thereof, and no acceptance
of full or partial rent during the continuance of any such breach, shall constitute a waiver of any
such breach, agreement, term, covenant or condition. No waiver by Landlord of any breach
(including recurrent failure to timely pay rent) by Tenant under this Lease or of any breach by
any other tenant under any other lease of any portion of the Complex shall affect or alter this
Lease in any way whatsoever or be construed as a waiver of any subsequent breach.
21.8 Security Deposit. (This Section Intentionally Deleted.)
21.9 Default by Landlord. Landlord shall not be deemed to be in default under this
Lease until Tenant has given Landlord written notice specifying the nature of the default and
unless Landlord does not cure the default within thirty (30) days after receipt of the notice or
within such reasonable time thereafter as may be necessary to cure the default where it is of such
a character as to reasonably require more than thirty (30) days to cure. In the event of a default by

Landlord, Tenant's remedies shall be limited to suits for damages and/or injunctive relief. In no
event shall Tenant have the right to terminate the Lease.
22. SURRENDER OF POSSESSION.
22.1 Condition. At the expiration of the term hereof, Tenant shall surrender the
Premises broom-clean in good condition and repair.
22.2 Holding Over. In the event Tenant remains in possession of any part of the
Premises after the expiration of the tenancy created hereunder, without Landlord’s written
consent, Tenant shall be considered a hold-over tenant subject to all of the conditions of this
Lease insofar as the same are applicable to a hold-over tenant, except that the Tenant shall pay to
Landlord an amount equal to 5% of the Pre-Paid Gross Rent amount for each month of Tenant’s
hold-over. Notwithstanding anything to the contrary contained herein, during any hold-over
tenancy, Tenant shall vacate the Premises within ten (10) days of receipt of Landlord’s written
notice (“Holdover Notice To Vacate”). If Tenant remains in possession of the Premises after the
Holdover Notice To Vacate without the execution of a new lease, it shall be occupying the
Premises as a tenant at sufferance, subject to all of the conditions of this Lease insofar as the
same are applicable to tenant at sufferance, except that the monthly rent payable by Tenant shall
be an amount equal to 10% of the Pre-Paid Gross Rent amount. Tenant shall indemnify and hold
Landlord harmless from and against all claims, liabilities, damages, costs or expenses, including
reasonable attorneys’ fees and costs of defending the same, incurred by Landlord and arising
from Tenant’s failure to timely surrender the Premises, including (i) any rent payable by or any
loss, cost, or damages, including lost profits, proven by any prospective tenant of the Premises,
and (ii) Landlord’s damages as a result of such prospective tenant rescinding or refusing to enter
into the prospective lease of the Premises by reason of such failure to timely surrender the
Premises. Nothing contained herein shall limit Landlord’s right to evict Tenant as allowed under
Arizona law.
22.3 Fixtures. All partitions, wall-covering, ceilings, sinks, plumbing, floor covering,
and other improvements within the Premises shall become the property of Landlord at the
moment of completion of installation; provided, however, Landlord may direct Tenant to
remove, at Tenant’s sole cost and expense, any such improvements, upon the termination of this
Lease not previously approved by Landlord and any such other improvements required to be
removed as indicated by Landlord at the time of Landlord’s consent to same. Tenant shall, at its
sole cost and expense, remove all plenum wiring and other cabling located in the ceiling of the
Premises upon the termination of this Lease. Tenant shall retain ownership of all removable trade
fixtures and machinery (“Tenant’s Property”) placed in the Premises by Tenant. Prior to the
expiration of the Term, Tenant shall remove all Tenant’s Property and repair any damages
occasioned by such removal at Tenant’s expense. Upon the failure of Tenant to remove Tenant’s
Property prior to expiration of the Term, all remaining Tenant’s Property shall, at Landlord’s
election, be deemed abandoned by Tenant.
23. NOTICES.
Whenever under this Lease, provision is made for notice, such notice shall be in writing, and it
shall be deemed sufficient notice and service, if such notice is delivered personally or by a

nationally-recognized overnight courier service providing proof of delivery or by U.S. certified
mail, postage prepaid, return receipt requested, to Tenant at the address set forth in Section 1.3 or
the Landlord at its then current address for the payment of rent under this Lease. Any notice so
sent shall be effective for all purposes at the time of personal delivery or deposit thereof in the
U.S. mail. Either party may hereafter change the address for notice stated in Section 1, above, by
notifying the other party in writing of the new address.
24. TENANTS ACCESS AND SECURITY BACKGROUND CHECKS.
Tenant recognizes that the Building and Complex is a secured Maricopa County facility and that
no access shall be granted to Tenant’s employees, agents, officers, members, directors,
contractors, subcontractors, venders, volunteers, guests, customers or invitees without the
successful completion of a security background check and clearance on the part of the Landlord
for each of Tenant’s employees, agents, officers, members, directors, contractors, subcontractors,
venders, volunteers, guests, customers and invitees requests access to the Building or Complex.
Tenant shall cooperate completely with Landlord in providing Landlord with all necessary
information to allow Landlord to complete the security background check. Tenant shall be
financially responsible for any lost/stolen/misplaced/damaged access cards that are issued on
behalf of the Tenant’s employees, agents, officers, members, directors, contractors,
subcontractors, venders, volunteers, guests, customers and invitees. Tenant recognizes and
accepts that Landlord may deny access to any of Tenant’s employees, agents, officers, members,
directors, contractors, subcontractors, venders, volunteers, guests, customers or invitees at the
sole discretion of Landlord.
25. JOINT AND SEVERAL LIABILITY.
In the event that two or more individuals, corporations, partnerships or other entities (or any
combination of two or more thereof) shall sign this Lease as Tenant, the liability of each
individual, corporation, partnership or other entity to perform all obligations hereunder shall be
deemed to be joint and several. In like manner, in the event that Tenant shall be a partnership or
other business association, the members of which are, by virtue of statute, or general law, subject
to personal liability, then and in that event, the liability of each such member shall be deemed to
be joint and several.
26. QUIET ENJOYMENT.
So long as Tenant is not in default under any of the covenants and agreements of this Lease,
Tenant’s quiet and peaceable enjoyment of the Premises shall not be disturbed by Landlord or by
any person claiming by, through, or under Landlord.
27. BROKERAGE FEES.
Tenant warrants that it has not incurred liability for any real estate brokerage fees or any other
fees to any third party in connection with this Lease and in the event that any third party
institutes legal action in an effort to recover brokerage fees, Tenant shall defend such action and
indemnify and hold Landlord harmless from any related damages, liability or costs.

28. GENERAL.
28.1 Consent. Whenever under this Lease provision is made for Tenant to secure the
consent of Landlord, such consent shall be in writing. The consent by either party to any act by
the other party of a nature requiring consent shall not be deemed to constitute consent to any
similar act.
28.2 Lease Negotiation. The submission of this Lease for examination does not
constitute an offer, a reservation of or option for the Premises, and this Lease shall become
effective only upon execution and delivery thereof by both parties.
28.3 No Modification. This writing is intended by the parties as a final expression of
their agreement and as a complete and exclusive statement of the terms thereof. No course of
prior dealings between the parties or their officers, employees, agents or affiliates shall be
relevant or admissible to supplement, explain or vary any of the terms of this Lease. No
representations, understandings or agreements have been made or relied upon in the making of
this Lease other than those specifically set forth herein. This Lease can be modified only by a
writing signed by the party against whom the modification is enforceable.
28.4 Severability. If any term or provision of this Lease, or any portion thereof, or the
application thereof to any person or circumstances shall, to any extent, be invalid or
unenforceable, then the remainder of this Lease and the application of such term or provision to
persons or circumstances, other than those as to which it is held invalid or unenforceable, shall
not be affected and shall be valid and be enforced to the fullest extent permitted by law.
28.5 Third Party Beneficiary. Nothing contained in this Lease shall be construed so
as to confer upon any other party the rights of a third party beneficiary except rights contained
herein for the benefit of Landlord’s Mortgagee.
28.6 Headings. The headings of the Sections and Subsections herein are for
convenience only, and do not limit or construe the contents of such Sections and Subsections.
28.7 Force Majeure. Whenever a period of time is herein provided for either party to
perform, said party shall not be responsible for, and there shall be excluded from the
computation of such period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, national emergency, acts of a public enemy, governmental restrictions, laws
or regulations, or any other cause or causes, whether similar or dissimilar to those enumerated,
beyond its reasonable control. This Section shall not excuse Tenant from the prompt payment of
rent, additional rent, or any other payments required by the terms of this Lease.
28.8 Parties in Interest. The terms, conditions, covenants and agreements herein
contained shall inure to the benefit of and shall bind the parties hereto and their respective
successors and permitted assigns.
28.9 Waiver. No provisions of this Lease shall be deemed waived unless such waiver
is in writing and signed. The waiver of any breach of any provision of this Lease shall not be

deemed a waiver of such provision or of any subsequent breach of the same or any other
provision of this Lease. No delay or omission in the exercise of any right or remedy shall impair
such right or remedy or be construed as a waiver. Landlord’s acceptance of any payment of rent
due under this Lease shall not be deemed a waiver of any default by Tenant under this Lease,
including Tenant’s recurrent failure to timely make Monthly Installment or Additional Rent
payments, and no endorsement or statement on any check or accompanying any check or
payment shall be deemed an accord and satisfaction. Landlord’s consent to or approval of any act
by Tenant requiring Landlord’s consent or approval shall not be deemed to waive or render
unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.
28.10 Jury Trial. Landlord and Tenant hereby mutually waive any and all rights which
either may have to request a jury trial in any proceeding at law or in equity in any court of
competent jurisdiction.
28.11 Limitation of Liability. Tenant acknowledges and agrees that the liability of
Landlord under this Lease shall be limited to its interest in the Building and any judgments
rendered against Landlord shall be satisfied solely out of the proceeds of sale of its interest in the
Complex. No personal judgment shall lie against Landlord upon extinguishment of its rights in
the Complex and any judgment so rendered shall not give rise to any right of execution or levy
against Landlord’s assets. The provisions hereof shall inure to Landlord’s successors and assigns
including any Mortgagee. The foregoing provisions are not intended to relieve Landlord from
the performance of any of Landlord’s obligations under this Lease, but only to limit the personal
liability of Landlord in case of recovery of a judgment against Landlord.
28.12 Authority. If Tenant is a corporation, partnership or other form of business
entity, each of the persons executing this Lease on behalf of Tenant warrants and represents that
Tenant is a duly organized and validly existing entity, that Tenant has full right and authority to
enter into this Lease and the persons signing on behalf of Tenant are authorized to do so and
have the power to bind Tenant to this Lease. Tenant shall provide Landlord upon request with
evidence reasonably satisfactory to Landlord confirming the foregoing representations.
28.13 Attorneys’ Fees. In the event suit is brought for the recovery of the Premises, or
any sum due hereunder, or because of any act which may arise out of possession of the Premises,
the prevailing party shall be entitled to recovery of all costs incurred therein, including
reasonable attorneys’ fees.
28.14 No Partnership. Nothing contained in this Lease shall be interpreted as creating
a partnership, joint venture, or relationship of principal and agent between Landlord and Tenant,
it being understood that the sole relationship created hereby is one of landlord and tenant.
28.15 Applicable Law. This Lease shall be governed by and construed in accordance
with the laws of the State of Arizona. This Lease is subject to A.R.S. §38-511 and Landlord may
terminate this Lease subject thereto.
28.16 Entire Agreement.

(a) This Lease contains the entire understanding and agreement of the parties
hereto. All prior negotiations, understandings and agreements between the parties
have been incorporated herein and are superseded hereby.
(b) Tenant acknowledges and agrees that no prior information provided or
statements made by Landlord or its agent(s) (“Prior Information”), including
without limitation, estimated Operating Expenses and Real Estate Taxes, any
other financial matters, and any matters related to:
(i) Any of the premises in the Building or Complex;
(ii) The Building itself or the Complex itself; or
(iii) The number or kind of tenants in the Building or Complex,
have in any way induced Tenant to enter into this Lease.
(c) Tenant acknowledges that prior to entering into this Lease, the Tenant has
satisfied itself of all its concerns by conducting an independent investigation of
the validity of such Prior Information.
28.17 Restrictive Covenants at Security Building and Center. Tenant’s use of the
Premises shall comply with the restrictive covenants now in force or later
imposed on the Premises.
28.18 Additional Terms. (This Section Intentionally Deleted.)
28.19 Waivers by Tenant.
Declaratory Judgment Action. Tenant agrees to waive its right to bring a
declaratory judgment action with respect to any notice of violation or default sent
pursuant to any provision of this Lease.
28.20 Counterparts/Facsimile Signatures. This Lease may be signed in counterparts,
and all counterpart signature pages when taken together shall constitute one and
the same instrument. This Lease may be executed and delivered by facsimile
signature for execution on the part of one or more parties hereto and upon one
party sending via facsimile to another party a facsimile copy of a signature page
showing the sending party's execution or signature, the sending party shall be
bound by such signature or execution.

IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the day
and year first above written.
TENANT:
ZAYO GROUP, LLC,
A DELAWARE LIMITED LIABILITY COMPANY
By .1,1-c, zit
,
VP, P
LANDLORD:
MARICOPA COUNTY,
A POLITICAL SUBDIVISION OF THE STATE OF ARIZONA
By
Chairman of the Board of Supervisors
ATTEST:
By
Clerk of the Board of Supervisors Date
APPROVED AS TO FORM:
By
Deputy County Attorney Date

EXHIBIT “A”
COMPLEX LEGAL DESCRIPTION
Lots 1, 3, 5, 7, 9 and 11, Block 53, ORIGINAL TOWNSITE OF PHOENIX, according to Book 2 of
Maps, Page 51, records of Maricopa County, Arizona.

EXHIBIT “B”
PREMISES AND BUILDING SITE PLAN
CHAMBERS BUILDING
301 South 4th Avenue, Phoenix, AZ

EXHIBIT “B”
PREMISES AND BUILDING SITE PLAN (continued)

EXHIBIT “C”
SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT
(Fee Transaction Form)
THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT (this "Agreement") is made by and between
_______________________________________________, a
___________________________________ ("Lender") and ________________ a [an]
[individual] name of state [corporation] [limited liability company] [general partnership] [limited
partnership] [d/b/a/ ________] with its principal place of business at ________________
("Tenant").
RECITALS:
A. Lender has made or is about to make a loan (together with all advances
and increases, the “Loan”) to __________________, a [an] [individual] [corporation] [limited
company] [general partnership] [limited partnership] ("Borrower").
B. Borrower, as landlord, and Tenant have entered into a lease dated ______
as amended by amendments dated ____________________ (the "Lease") which leased to
Tenant [Suite No. ____] [Floor ____] [Store No. ___] (the "Leased Space") located in the
Property (defined below)
C. The Loan is or will be secured by the [Open-End] Mortgage/Deed of
Trust, Assignment of Leases and Rents, Fixture Filing Statement and Security Agreement
recorded or to be recorded in the official records of the County of ______, State or
Commonwealth of______ (together with all advances, increases, amendments or consolidations,
the "Mortgage") and the Assignment of Leases and Rents recorded or to be recorded in such
official records (together with all amendments or consolidations, the "Assignment"), assigning
to Lender the Lease and all rent, additional rent and other sums payable by Tenant under the
Lease (the "Rent").
D. The Mortgage encumbers the real property, improvements and fixtures
located at _______________ in the City of_____________ County of ___________, State or
Commonwealth of ___________, commonly known as _____________________, and described
on Exhibit "A" (the "Property").
IN CONSIDERATION of the mutual agreements contained in this
Agreement, Lender and Tenant agree as follows:
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 1 of 8

1. The Lease and all of Tenant's rights under the Lease are and will remain
subject and subordinate to the lien of the Mortgage/Deed of Trust and all of Lender's rights under
the Mortgage and Tenant will not subordinate the Lease to any other lien against the Property
without Lender's prior consent.
2. This Agreement constitutes notice to Tenant of the Mortgage and the
Assignment and, upon receipt of notice from Lender, Tenant will pay the Rent as and when due
under the Lease to Lender and the payments will be credited against the Rent due under the
Lease.
3. Tenant does not have and will not acquire any right or option to purchase
any portion of or interest in the Property.
4. Tenant and Lender agree that if Lender exercises its remedies under the
Mortgage/Deed of Trust or the Assignment and if Tenant is not then in default under this
Agreement and if Tenant is not then in default beyond any applicable grace and cure periods
under the Lease:
(a) Lender will not name Tenant as a party to any judicial or non-judicial
foreclosure or other proceeding to enforce the Mortgage/Deed of Trust unless joinder is required
under applicable law but in such case Lender will not seek affirmative relief against Tenant, the
Lease will not be terminated and Tenant's possession of the Leased Space will not be disturbed;
(b) If Lender or any other entity (a "Successor Landlord") acquires the
Property through foreclosure, by other proceeding to enforce the Mortgage/Deed of Trust or by
deed-in-lieu of foreclosure (a "Foreclosure"), Tenant's possession of the Leased Space will not
be disturbed and the Lease will continue in full force and effect between Successor Landlord and
Tenant; and
(c) If, notwithstanding the foregoing, the Lease is terminated as a result of a
Foreclosure, a lease between Successor Landlord and Tenant will be deemed created, with no
further instrument required, on the same terms as the Lease except that the term of the
replacement lease will be the then unexpired term of the Lease. Successor Landlord and Tenant
will execute a replacement lease at the request of either.
5. Upon Foreclosure, Tenant will recognize and attorn to Successor
Landlord as the landlord under the Lease for the balance of the term. Tenant's attornment will be
self-operative with no further instrument required to effectuate the attornment except that at
Successor Landlord's request, Tenant will execute instruments reasonably satisfactory to
Successor Landlord confirming the attornment.
6. Successor Landlord will not be:
(a) liable for any act or omission of any prior Landlord under the Lease
occurring before the date of the Foreclosure except for repair and maintenance obligations of a
continuing nature imposed on the Landlord under the Lease;
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 2 of 8

(b) required to credit Tenant with any Rent paid more than one month in advance
or for any security deposit unless such Rent or security deposit has been received by Successor
Landlord;
(c) bound by any amendment, renewal or extension of the Lease that is
inconsistent with the terms of this Agreement or is not in writing and signed both by Tenant and
Landlord;
(d) bound by any reduction of the Rent unless the reduction is in connection
with an extension or renewal of the Lease at prevailing market terms or was made with Lender's
prior consent;
(e) bound by any reduction of the term, or renewal term, of the Lease or any
termination, cancellation or surrender of the Lease unless the reduction, termination, cancellation
or surrender occurred during the last 6 months of the term or was made with Lender's prior
consent;
(f) bound by any amendment, renewal or extension of the Lease entered into
without Lender's prior consent if the Leased Space represents 50% or more of the net rentable
area of the building in which the Leased Space is located;
(g) subject to any credits, offsets, claims, counterclaims or defenses that
Tenant may have that arose prior to the date of the Foreclosure or liable for any damages Tenant
may suffer as a result of any misrepresentation, breach of warranty or any act of or failure to act
by any party other than Successor Landlord;
(h) bound by any obligation to make improvements to the Property,
including the Leased Space, to make any payment or give any credit or allowance to Tenant
provided for in the Lease or to pay any leasing commissions arising Out of the Lease, except that
Successor Landlord will be;
(i) bound by any such obligations provided for in the Lender-approved form
lease;
(ii) bound by any such obligations if the overall economic terms of the
Lease (including the economic terms of any renewal options) represented
market terms for similar space in properties comparable to the Property
when the Lease was executed; and
(iii) bound to comply with the casualty and condemnation restoration
provisions included in the Lease provided that Successor Landlord receives
the insurance or condemnation proceeds;
or
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 3 of 8

(j) liable for obligations under the Lease with respect to any off-site property
or facilities for the use of Tenant (such as off-site leased space or parking) unless Successor
Landlord acquires in the Foreclosure the right, title or interest to the off-site property.
7. Lender will have the right, but not the obligation, to cure any default by
Borrower, as landlord, under the Lease. Tenant will notify Lender of any default that would
entitle Tenant to terminate the Lease or abate the Rent and any notice of termination or
abatement will not be effective unless Tenant has so notified Lender of the default and Lender
has had a 30-day cure period (or such longer period as may be necessary if the default is not
susceptible to cure within 30 days) commencing on the latest to occur of the date on which (i) the
cure period under the Lease expires; (ii) Lender receives the notice required by this paragraph;
and (iii) Successor Landlord obtains possession of the Property if the default is not susceptible to
cure without possession.
8. All notices, requests or consents required or permitted to be given under
this Agreement must be in writing and sent by certified mail, return receipt requested or by
nationally recognized overnight delivery service providing evidence of the date of delivery, with
all charges prepaid, addressed to the appropriate party at the address set forth above.
9. Any claim by Tenant against Successor Landlord under the Lease or this
Agreement will be satisfied solely out of Successor Landlord's interest in the Property and
Tenant will not seek recovery against or out of any other assets of Successor Landlord. Successor
Landlord will have no liability or responsibility for any obligations under the Lease that arise
subsequent to any transfer of the Property by Successor Landlord.
10. This Agreement is governed by and will be construed in accordance with
the laws of the state or commonwealth in which the Property is located.
11. Lender and Tenant waive trial by jury in any proceeding brought by, or
counterclaim asserted by, Lender or Tenant relating to this Agreement.
12. If there is a conflict between the terms of the Lease and this Agreement,
the terms of this Agreement will prevail as between Successor Landlord and Tenant.
13. This Agreement binds and inures to the benefit of Lender and Tenant
and their respective successors, assigns, heirs, administrators, executors, agents and
representatives.
14. This Agreement contains the entire agreement between Lender and
Tenant with respect to the subject matter of this Agreement, may be executed in counterparts that
together constitute a single document and may be amended only by a writing signed by Lender
and Tenant.
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 4 of 8

15. [INCLUDE ONLY IN SNDA'S SIGNED POST-CLOSING] Tenant certifies that:
the Lease represents the entire agreement between the landlord under the Lease and Tenant
regarding the Leased Space; the Lease is in full force and effect; neither party is in default under
the Lease beyond any applicable grace and cure periods and no event has occurred which with
the giving of notice or passage of time would constitute a default under the Lease; Tenant has
entered into occupancy and is open and conducting business in the Leased Space; and all
conditions to be performed to date by the Landlord under the Lease have been satisfied.
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 5 of 8

IN WITNESS WHEREOF, Lender and Tenant have executed and delivered this
Agreement as of _____________, 20____
[Insert Name of Lender_____________]
a [an) [individual] _______________ [corporation] [limited
liability company] [general partnership] [limited
partnership] [d/b/a/ ___________________].
By: ___________________________________
Name: _____________________________
Title: ______________________________
[Insert Name of Tenant_____________]
a [an) [individual] _______________ [corporation] [limited
liability company] [general partnership] [limited
partnership] [d/b/a/ ___________________].
By: ___________________________________
Name: _____________________________
Title: ______________________________
[OBSERVE ALL STATE SPECIFIC REQUIREMENTS FOR EXECUTION OF A
RECORDABLE DOCUMENT AND ADD STATE-APPROVED FORMS OF
ACKNOWLEDGEMENT]
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 6 of 8

ACKNOWLEDGMENT
State of ________________
County of_______________
On this the _______ day of ______________, 20___ before me, the undersigned
officer, personally appeared ________________________ who acknowledged himself to be the
_________________________I of _____________________________________ a corporation,
and that he, as such ________________________ being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation
by himself as ___________________________.
In witness whereof I hereunto set my hand and official seal.
______________________
______________________
Title of Officer
ACKNOWLEDGMENT
State of ________________
County of_______________
On this the _______ day of ______________, 20____ before me, the undersigned
officer, personally appeared ________________________ who acknowledged himself to be the
_________________________I of _____________________________________ a corporation,
and that he, as such ________________________ being authorized so to do, executed the
foregoing instrument for the purposes therein contained, by signing the name of the corporation
by himself as ___________________________.
In witness whereof I hereunto set my hand and official seal.
______________________
Title of Officer
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 7 of 8

EXHIBIT A
LEGAL DESCRIPTION
Lots 1, 3, 5, 7, 9 and 11, Block 53, ORIGINAL TOWNSITE OF PHOENIX, according to Book 2 of
Maps, Page 51, records of Maricopa County, Arizona.
EXHIBIT “C” – SUBORDINATION, NON-DISTURBANCE & ATTORNMENT – Page 8 of 8

EXHIBIT “D”
ESTOPPEL CERTIFICATE
STATEMENT OF TENANT IN RE: LEASE
[Tenant's Letterhead]
Date: _______
RE:
Ladies and Gentlemen:
It is our understanding that you have committed to place a mortgage upon the subject
premises and as a condition precedent thereof have required this certification of the undersigned.
The undersigned, as Tenant, under that certain lease dated _____________________,
made with Maricopa County, a Political Subdivision of the State of Arizona, as Landlord, hereby
ratifies said lease and certifies that:
1. the "Commencement Date" of said lease is ____________________; and
2. the undersigned is presently solvent and free from reorganization and/or bankruptcy
and is in occupancy, open, and conducting business with the public in the premises;
and
3. the operation and use of the premises do not involve the generation, treatment,
storage, disposal or release of a hazardous substance or a solid waste into the
environment other than to the extent necessary to conduct its ordinary course of
business in the premises and in accordance with all applicable environmental laws,
and that the premises are being operated in accordance with all applicable
environmental laws, zoning ordinances and building codes; and
4. the Pre-Paid Gross Rent amount payable pursuant to the terms of said lease is
$____________ per annum; and further additional rental pursuant to said lease; and
5. said lease is in full force and effect and has not been assigned, modified,
supplemented or amended in any way (except by agreement(s) dated _____), and
neither party thereto is in default thereunder; and
6. the lease described above represents the entire agreement between the parties as to
the leasing of the premises; and
EXHIBIT “D” – ESTOPPEL CERTIFICATE – Page 1 of 2

7. the term of said lease expires on __________________ unless extended as provide
for in the lease; and
8. all conditions under said lease to be performed by the Landlord have been satisfied,
including, without limitation, all co-tenancy requirements thereunder, if any; and
9. all required contributions by Landlord to Tenant on account of Tenant’s
improvements have been received; and
10. on this date there are no existing defenses or offsets, claims or counterclaims which
the undersigned has against the enforcement of said lease by the Landlord; and
11. Pre-paid Gross Rent in the amount of $_________________ has been paid in
advance and no security has been deposited with Landlord; and
12. Tenant's floor area is 64 square feet; and
13. the most recent payment of additional rent was for the payment due on
______________________, 20___, and all Pre-Paid Gross Rent and additional rental
payable pursuant to the terms of the lease have been paid up to said date; and
14. the undersigned acknowledges notice that Landlord's interest under the lease and the
rent and all other sums due thereunder will be assigned to you as part of the security
for a mortgage loan by you to lessor. In the event that lender notifies the undersigned
of a default under the mortgage and demands that the undersigned pay its rent and all
other sums due under the lease to lender, Tenant agrees that it shall pay its rent and
all such other sums to lender.
Very truly yours,
____________________________
(Tenant)
By: _________________________
Its: _________________________
EXHIBIT “D” – ESTOPPEL CERTIFICATE – Page 2 of 2