ARCADIA 33 – SUITE 102
LEASE AGREEMENT
Between
ARCADIA 33, LLLP
an Arizona limited liability limited partnership
(Landlord)
and
MO&RI HAIR BAR, LLC
an Arizona limited liability company
(Tenant)
_______ __, 2022
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TABLE OF CONTENTS
ARTICLE 1 – FUNDAMENTAL LEASE PROVISIONS 1
ARTICLE 2 – PREMISES 2
ARTICLE 3 – USE 3
SECTION 3.01 OPERATION 3
SECTION 3.02 EXTERIOR 3
ARTICLE 4 – TERM 3
ARTICLE 5 – MINIMUM ANNUAL RENTAL (BASE RENT) 4
ARTICLE 6 – COMMON AREAS AND COMMON AREA EXPENSES 4
SECTION 6.01 DEFINITION 4
SECTION 6.02 RULES AND REGULATIONS 4
SECTION 6.03 CHANGES 4
SECTION 6.04 EXPENSES 5
SECTION 6.05 PARKING 7
ARTICLE 7 – TAXES (PROPERTY, SALES, PERSONAL PROPERTY) 8
SECTION 7.01 DEFINITION OF REAL PROPERTY TAX 8
SECTION 7.02 PAYMENT OF REAL PROPERTY TAX 8
SECTION 7.03 SALES TAX (PRIVILEGE TAX) 8
SECTION 7.04 PERSONAL PROPERTY TAX 8
ARTICLE 8 – INDEMNITY – INSURANCE – WAIVER OF SUBROGATION 8
SECTION 8.01 INDEMNIFICATION AND WAIVERS 8
SECTION 8.02 WAIVER OF SUBROGATION 10
SECTION 8.03 TENANT’S INSURANCE 10
SECTION 8.04 BLANKET POLICY 11
SECTION 8.05 ADEQUACY OF INSURANCE 11
SECTION 8.06 LANDLORD’S INSURANCE 11
SECTION 8.07 DANGEROUS CONDITIONS 12
SECTION 8.08 TENANT REIMBURSEMENT 12
ARTICLE 9 – ALTERATIONS 12
ARTICLE 10 – MAINTENANCE AND REPAIRS 13
ARTICLE 11 – SURRENDER OF PREMISES 14
ARTICLE 12 – FIXTURES 14
ARTICLE 13 – COMPLIANCE WITH LAWS 14
ARTICLE 14 – FREE FROM LIENS 15
ARTICLE 15 – OCCUPANCY 15
SECTION 15.01 ABANDONMENT 15
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SECTION 15.02 CONTINUOUS OPERATION 15
ARTICLE 16 – SIGNS 16
ARTICLE 17 – UTILITIES 16
ARTICLE 18 – ENTRY AND INSPECTION 16
ARTICLE 19 – DAMAGE AND DESTRUCTION OF PREMISES 16
ARTICLE 20 – ASSIGNMENT & SUBLETTING 17
ARTICLE 21 – SECURITY DEPOSIT 19
ARTICLE 22 – HOLDING OVER 20
ARTICLE 23 – DEFAULT 20
SECTION 23.01 EVENTS OF DEFAULT 20
SECTION 23.02 REMEDIES OF LANDLORD 20
SECTION 23.03 REMEDIES OF TENANT 22
ARTICLE 24 – INSOLVENCY OF TENANT 22
ARTICLE 25 – SURRENDER OF LEASE 23
ARTICLE 26 – SALE OF PREMISES BY LANDLORD 23
ARTICLE 27 – ATTORNEYS FEES 23
ARTICLE 28 – MORTGAGE SUBORDINATION & ATTORNMENT 24
ARTICLE 29 – REIMBURSMENT 24
ARTICLE 30 – LATE CHARGES AND INTEREST ON PAST DUE OBLIGATIONS 24
ARTICLE 31 – QUIET ENJOYMENT 25
ARTICLE 32 – WAIVER 25
ARTICLE 33 – SUCCESSORS IN INTEREST 25
ARTICLE 34 – TENANT’S PERFORMANCE 25
ARTICLE 35 – FORCE MAJEURE 25
ARTICLE 36 – PARTIAL INVALIDITY 26
ARTICLE 37 – MARGINAL CAPTIONS 26
ARTICLE 38 – TIME 26
ARTICLE 39 – MEMORANDUM OF LEASE 26
ARTICLE 40 – NOTICES 26
ARTICLE 41 – EMINENT DOMAIN 26
ARTICLE 42 – INDEMNITY 27
ARTICLE 43 – EXEMPTION OF LANDLORD FROM LIABILITY 27
ARTICLE 44 – ESTOPPEL CERTIFICATE 27
ARTICLE 45 – WAIVERS 28
ARTICLE 46 – SECURITY MEASURES 28
ARTICLE 47 – EASEMENTS 28
ARTICLE 48 – REAL ESTATE BROKER 28
ARTICLE 49 – GENERAL 29
ARTICLE 50 – NUMBER, GENDER 29
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ARTICLE 51 – MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND 30
ARTICLE 52 – REFUSE 30
ARTICLE 53 – CONSTRUCTION OF TENANT’S IMPROVEMENTS 30
ARTICLE 54 – ENVIRONMENTAL MATTERS 31
ARTICLE 55 – RENEWAL OPTION 31
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LEASE AGREEMENT
In consideration of the agreements, covenants and promises contained in this Lease and other good and valuable
consideration, the receipt, sufficiency and validity of which is hereby acknowledged, Landlord and Tenant agree as
follows:
ARTICLE 1 – FUNDAMENTAL LEASE PROVISIONS
Date of this Lease (i.e., the date on which Tenant executed this Lease): ___________ ___, 2022
Retail Center: The real property and improvements now or to be located thereon as more particularly described
and depicted on the Site Plan attached as Exhibit “A”, located at 3301 East Indian School Road, Phoenix,
Arizona 85018 and known as Arcadia 33 (respectively, the “Land” and the “Retail Center”). (Article 2)
Premises or Leased Premises: The area crosshatched on the Site Plan containing the following approximate
measurements (the “Premises”): For all purposes hereunder, the Premises shall be deemed to contain one (1)
suite (Suite 102) measuring approximately 900 sq. ft. of floor area regardless of whether Premises actually
contain more or less square footage.
Address of Premises: 3301 East Indian School Road, Suite 102, Phoenix, Arizona
85018
Landlord: Arcadia 33, LLLP, an Arizona limited liability limited
partnership
Tenant: Mo&Ri Hair Bar, LLC, an Arizona limited liability
company
Tenant’s Trade Name: Mo&Ri Hair Bar – Tenant agrees it will utilize the Trade
Name (and not its entity name or any other name) for all
business, advertisement, marketing, public communications
and otherwise to ensure its business is held out to avoid any
confusion that it is offering wholesale/cheap, etc. products
and services
Lease Term: 65 MONTHS. (Article 4)
Minimum Annual Rental Table (Base Rent only): (Article 5)
Lease
Start Lease End Rental Per
Square Foot
Minimum
Monthly
Rental*
Minimum
Annual
Rental*
6/1/2022 10/31/202
2 $0.00 $0.00 $0.00
11/1/2022 10/31/202
3 $42.00 $3,150.00 $37,800.0
0
11/1/2023 10/31/202
4 $43.26 $3,244.50 $38,934.0
0
11/1/2024 10/31/202
5 $44.56 $3,342.00 $40,104.0
0
11/1/2025 10/31/202
6 $45.90 $3,442.50 $41,310.0
0
11/1/2026 10/31/202
7 $47.28 $3,546.00 $42,552.0
0
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*Plus NNN costs and taxes (which will be abated for the first five months of this Lease)
Advanced Rent: Upon execution of the Lease Agreement, Tenant shall prepay the first Monthly Base Rent,
Tenant’s Share of Operating Expenses and rental tax in the amount of Five Thousand Three Hundred Thirty-Six
and 83/100 Dollars ($5,336.83).
Address for Notices: To Landlord: Arcadia 33, LLLP
3219 E. Camelback Road, Suite 140
Phoenix, AZ 85018
To Tenant: Mo&Ri Hair Bar, LLC
3301 E. Indian School Rd, Suite 102
Phoenix, AZ 85018
Security Deposit: Upon execution of the Lease Agreement, Four Thousand and 00/100 Dollars ($4,000.00).
(Article 21)
Permitted Use of Premises: Solely for the operation of a Hair Extension Salon purposes and any other use
approved in writing by Landlord. (Section 3.01)
Guarantor(s): Personal guarantees by Margaryta Barrilleaux and Mohammed Abdel
Hafiz. (Exhibit D)
Late Charge: Ten percent (10%) of all past due Minimum Annual Rental, Additional Rental, and all other
amounts due hereunder. (Article 30)
Assignment/Subletting Fee: $2,500 plus all costs incurred by Landlord including, but not limited to, attorney’s
fees and other expenses (Article 20)
Common Area Expenses: Shall mean the estimated amount of Tenant’s Share of Operating Expenses, which
shall, payable in equal monthly installments together with Base Rent during the term of this Lease including, but
not limited to, any abated monthly rental periods. Subject to adjustment per Article 6 below, Tenant’s Share of
Operating Expenses for the current calendar year is estimated as $7.00 per sq. ft., and its share of rental taxes are,
based upon an estimated Phoenix and Maricopa County rental tax rate of 2.9% currently in effect.
References in this Article 1 are for convenience and designate some of the other Articles where references to the
particular Fundamental Lease Provisions appear. Each reference in this Lease to any of the Fundamental Lease
Provisions shall be construed to incorporate all of the terms provided under each such Fundamental Lease
Provision. In the event of any conflict between any Fundamental Lease Provision and the balance of the Lease,
the balance of this Lease shall control.
Tenant’s Pro Rata Share: 16.09% (Section 6.04)
Addenda: Attached hereto are Exhibits A, B, C, D, and E all of which constitute part of this Lease.
ARTICLE 2 – PREMISES
Landlord leases the Premises to Tenant and Tenant leases and accepts the Premises from Landlord subject to the
further terms, covenants and conditions of this Lease.
ARTICLE 3 – USE
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SECTION 3.1 OPERATION
Landlord and Tenant acknowledge that the Retail Center is an interdependent enterprise and that the
realization of the benefits of this Lease, both to Landlord and Tenant, are dependent upon Tenant creating
and maintaining a successful and profitable retail operation in the Premises. Landlord and Tenant further
acknowledge that the character and quality of Tenant’s operation and of the Retail Center will be enhanced
by Tenant’s use of its best efforts to establish a successful character and image. Accordingly, Tenant shall
use the entire Premises continuously and without interruption solely for the Permitted Use of the Premises
under the Trade Name only (and not its legal entity name). Tenant shall not use or permit the Premises or
any part thereof to be used for any other purpose or purposes or under any other trade name whatsoever
without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and
absolute discretion. Tenant acknowledges that Landlord may grant, or may have previously granted,
exclusive rights to other tenants at the Retail Center and a material consideration to Landlord in entering
into this Lease is Tenant’s covenant to limit its use of the Premises to the Permitted Use of the Premises.
The violation by Tenant of the exclusive rights granted to other tenant(s) of the Retail Center will result in
Landlord suffering irreparable harm and therefore, in addition to the other rights and remedies available to
Landlord under this Lease, at law, and in equity, Landlord may seek to enjoin Tenant’s breach of this
Section 3.01 and Tenant shall be liable for any damages incurred or sustained by Landlord to such other
tenant whose exclusive use right was breached by Tenant. In no event may the Premises be operated as an
“order fulfillment center” or for the purchase, sale or distribution, whether in person, by catalog, by
telephone or by computer, of goods or merchandise not comprising the Permitted Use of the Premises.
Tenant shall not, without the prior written consent of Landlord, sell merchandise from vending machines or
allow any coin or token operated vending, amusement or gaming machines or pay telephones on the
Premises. Tenant shall not use or suffer or permit any person or persons to use the Premises for conducting
a second-hand store, auction, distress or fire sale or bankruptcy or going-out-of-business sale, or for any use
or purpose in violation of the laws of the United States of America, or the laws, ordinances, regulations and
requirements of the State, County and City where the Retail Center is situated, or of other lawful
authorities. During the Lease Term, the Premises, shall be kept by Tenant in a clean and wholesome
condition, free of any objectionable noises, offensive odors or nuisances, and that all health and policy
regulations, including, without limitation, the Americans with Disabilities Act, shall, in all respects and at
all times, be fully complied with by Tenant. Tenant shall be solely responsible for obtaining all permits,
licenses, and approvals, and performing all conditions and requirements therefor, from all applicable
government agencies to operate Tenant’s business from the Premises, and Landlord makes no
representations or warranties as to whether the Premises are suitable for Tenant’s use or operation.
SECTION 3.2 EXTERIOR
Except for patio seating areas approved by Landlord and in receipt of all appropriate regulatory approvals,
Tenant shall not display or sell merchandise or allow carts, portable signs, devices or any other objects to
be stored or to remain outside the defined exterior walls or roof and permanent doorways of the Premises or
in hallways. No aerial or antenna shall be erected on the roof or exterior walls of the Premises without first
obtaining, in each instance, the written consent of Landlord, which may be withheld in its sole discretion.
Any aerial or antenna so installed without Landlord’s prior written consent shall be subject to removal by
Landlord without notice, at Tenant’s sole cost, at any time. In addition, Tenant shall not solicit or distribute
material in any manner in any of the automobile parking areas or other Common Areas of the Retail Center.
ARTICLE 4 – TERM
The term of this Lease (“Term” or “Lease Term”) shall be for sixty-five (65) months, commencing on June 1, 2022
(the “Commencement Date”). In the event the Commencement Date shall be other than on the first day of a
calendar month, the Monthly Base Rent payable for such month shall be a prorated amount based on the number of
days in such month. Should Landlord elect to allow Tenant to enter the Premises prior to the Commencement Date,
Tenant agrees to adhere to all the terms and conditions of this Lease from the date of entering the Premises as if the
Lease had commenced.
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Tenant remains responsible to ensure that Tenant’s Work is being diligently prosecuted to completion as soon as
reasonably possible and Tenant shall open the Premises for business fully stocked, staffed and fixtured under the
Trade Name. If Tenant fails to commence Tenant’s Work within thirty (30) days after Tenant enters into this Lease,
Landlord may, at its option, upon ten (10) days written notice to Tenant, terminate this Lease.
ARTICLE 5 – MINIMUM ANNUAL RENTAL (BASE RENT)
Tenant shall pay, as base rental for the use and occupancy of the Premises, the Minimum Annual Rental set forth
above in twelve (12) equal monthly installments (“Monthly Base Rent”) during each year of the Lease Term, in
advance, on the first day of each calendar month, without setoff or deduction, notice or demand, together with any
and all rental taxes, transaction privilege taxes and sales taxes on account of this Lease levied currently or in the
future by any competent taxing jurisdiction, whether assessed against Landlord or assessed against Tenant and
collected by Landlord, or both, commencing on the Commencement Date.
It is mutually intended and understood that said rent is a “net” rent to Landlord, and that all taxes (except Landlord’s
personal income taxes), maintenance costs, and other charges, assessments, and expenses attributable to the demised
Premises and Retail Center shall be paid by Tenant in addition to said rent, as hereinafter provided.
ARTICLE 6 – COMMON AREAS AND COMMON AREA EXPENSES
The use by Tenant of the demised Premises shall include the right to use the Common Areas, defined below, during
the Lease Term, including the parking areas, service roads, sidewalks, and other facilities designed for the use of
tenants, but not including any rights to the roof of the Premises.
SECTION 6.1 DEFINITION
The term “Common Areas” is defined as all areas and facilities outside the Premises and within the exterior
boundary line of the Retail Center that are provided and designated by the Landlord from time to time for
the general non-exclusive use of Tenant, and of other tenants of the Retail Center and their respective
employees, suppliers, shippers, customers and invitees, including parking areas, loading and unloading
areas, trash areas, roadways, sidewalks, walkways, parkways, driveways, and landscaped areas.
SECTION 6.2 RULES AND REGULATIONS; DELIVERIES
Landlord or such other person(s) as Landlord may appoint shall have the exclusive control and
management of the Common Areas and shall have the right, from time to time, to establish, modify, amend,
and enforce reasonable rules and regulations with respect thereto and covenants, conditions, and restrictions
encumbering the Retail Center. Tenant agrees to abide by and conform to all such rules and regulations and
covenants, conditions, and restrictions, and to cause its employees, suppliers, shippers, customers, and
invitees to so abide and conform. Landlord shall not be responsible to Tenant for the non-compliance with
said rules and regulations by other tenants, occupants, licensees, or invitees, of the Retail Center. Specific
to rules for deliveries, all deliveries to the Premises shall be made between 11:00 p.m. and 7:00 a.m. Any
delivery trucks or other vehicles servicing the Premises shall not park or stand in the parking area, block
any Common Areas nor impede ingress or egress to any portions of the Retail Center.
SECTION 6.3 CHANGES
Landlord shall have the right, in Landlord’s sole discretion, from time to time:
(i) To make changes to the Common Areas, including without limitation, changes in the location,
size, shape, and number of driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas, and walkways;
(ii) To close temporarily any of the Common Areas for maintenance purposes so long as reasonable
access to the Premises remains available;
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(iii) To designate other land outside the boundaries of the Retail Center to be a part of the Common
Areas;
(iv) To add additional buildings and improvements to the Common Areas or otherwise within the
Retail Center;
(v) To use the Common Areas while engaged in making additional improvements, repairs or
alterations to the Retail Center, or any portion thereof; and
(vi) To do and perform such other acts and make such other changes in, to, or with respect to the
Common Areas and Retail Center as Landlord may deem to be necessary or desirable.
SECTION 6.4 EXPENSES
Tenant shall pay to Landlord during the Term hereof, in addition to the Base Rent, Tenant’s Share, as
hereinafter defined, of all Operating Expenses, as hereinafter defined, during each calendar year of the
Term of this Lease, in accordance with the following provisions:
(i) “Tenant’s Share,” “Tenant’s Pro Rata Share,” or “Pro Rata Share” is defined, for purposes of this
Lease, as twenty-five and one-third percent (16.09%), which is the ratio that the Floor Area of the Premises
bears to the total floor area of the Retail Center of 5,595 sq. ft. Regardless of whether the Floor Area of the
Premises is less than the amount set forth in Article 1, Tenant’s Share shall not be less than 16.09%.
(ii) “Operating Expenses,” also referred to herein as “Common Area Expenses,” is defined, for
purposes of this Lease, as all costs incurred by Landlord, and all sums expended, if any, arising from,
relating to, or in connection with the maintenance, repair, and operation of the Retail Center, including the
Common Areas, and including, but not limited to, all general maintenance, repairs, replacements,
resurfacing or restriping, cleaning, and snow and ice removal; commercially reasonable periodic upgrading
of the Common Areas and the mechanical, electrical, plumbing, computer and other systems serving the
Common Areas; sweeping and janitorial maintenance and supplies (including painting); repair of vertical
transportation systems, sidewalks, curbs, gutters, Retail Center directories and signs and other components
of the Common Areas; maintenance of parking areas, sprinkler systems, public restrooms, planting and
landscaping; painting the exteriors of the buildings in the Retail Center; lighting, telecommunication, and
other utilities, including without limitation all domestic and fire water, electricity, gas, fiber optic, internet,
cable tv, steam, chilled water, fire and sanitary and storm sewer systems, backflow preventers and lines,
and any and all usage, service, hook-up, connection, availability and/or standby fees, deposits or charges
pertaining to same, and maintenance or replacement of pipes, cables, lines and underlying easements if not
maintained or replaced by utility companies; installing and maintaining art work and holiday decorations;
the cost of the heating, ventilation and air conditioning contract provided for in Article 10 (if procured by
Landlord); directional signs and other markers and bumpers; maintenance and repair of any fire protection
systems, lighting systems, storm drainage systems and other utility systems; personnel, including
professional services, to implement such services; labor costs and service contracts; removing rubbish and
trash including from adjacent sidewalks and street curbs and maintaining refuse receptacles and recycling
facilities; security services, including, if Landlord deems necessary, the cost of security guards; costs and
expenses of labor including, payroll taxes, unemployment insurance, uniforms, overtime, fringe benefits
(including pension, medical, dental and retirement plans), workers’ compensation and employer’s liability
insurance premiums for all on-site personnel rendering services to the Retail Center and, on a pro rata basis,
off-site personnel who engage in significant activity at the Retail Center (but specifically excluding all such
costs for Landlord’s personnel operating at Landlord’s administrative offices performing an administrative
function); promotional materials, on and off site billboards and audio, visual and computer based
promotional production services which may be used for the Retail Center; Real Estate Taxes and
Assessments or an amount equivalent thereto if such Real Estate Taxes and Assessments are abated in
whole or in part, including any assessments on the improvements and land comprising the Common Areas,
including fees assessed by air quality management districts or any governmental or quasigovernmental
entity regulating air or water pollution; assessments against the Retail Center under any declarations; any
governmental imposition or surcharge imposed upon Landlord or assessed against any portion of the
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Common Areas; all costs and expenses pertaining to a security alarm system for the tenants in the Retail
Center; costs of valet parking and shuttle services if offered to tenants of the Retail Center; depreciation on
maintenance and operating machinery and equipment (if owned) and rental paid for such machinery and
equipment (if rented); all insurance premiums for insurance coverage maintained by the Landlord and
described in this Lease, including any coverage which may be required by Landlord’s lender(s), including,
without limitation: (a) commercial general liability, (b) property damage, (c) any perils generally included
within the classification “special form,” including but not limited to risks covered by fire and extended
coverage, construction, flood, earthquake, vandalism and malicious mischief, in amounts at least equal to
the full replacement cost thereof (without deduction for depreciation) as such replacement cost shall be
determined from time to time; and (d) fidelity, personal injury and bodily injury; management fees; legal,
accounting, consulting and other professional fees incurred in connection with the ownership and operation
of the Common Areas; rental payments for any parking structures or for leased portions of the parking lot
and other expenses for off-site parking in the event that Landlord, in its reasonable business judgment
determines that such off-site parking is necessary; and on-site management and/or security offices;
telephone and stationary costs; license fees; transport taxes, fees or assessments, including costs associated
with a transportation management program; and sales, use and business property taxes. In addition, with
each payment of Operating Expenses, Tenant shall pay Landlord for accounting, bookkeeping and
collection of the Common Area Expenses in an amount equal to three and one-half percent (3.5%) of the
Minimum Annual Rental payable by Tenant pursuant to Article 1, for each calendar year and a non-
refundable reserve for anticipated Common Area Expenses. Landlord may cause any or all of these services
to be provided by an independent contractor or contractors or by an affiliate of Landlord.
(iii) The inclusion of the improvements, facilities, and services set forth in Section 6.04 (ii) of the
definition of Operating Expenses shall not be deemed to impose an obligation upon Landlord to either have
said improvements or facilities or to provide those services unless Landlord has agreed elsewhere in this
Lease to provide the same or some of them, and Landlord reserves the right to cease providing any such
services outlined above.
(iv) Intentionally Omitted.
(v) Tenant’s Share of Operating Expenses shall be payable by Tenant on the same day as the Monthly
Base Rent is due. Landlord shall estimate Tenant’s Share of annual Operating Expenses and the same shall
be payable monthly during each 12-month period of the Lease Term, on the same day as the Monthly Base
Rent is due hereunder. Landlord shall deliver to Tenant within one hundred twenty (120) days after the
expiration of each calendar year a reasonably detailed statement showing Tenant’s Share of the actual
Operating Expenses incurred during the preceding year. If Tenant’s payment under this Section 6.04 (iv)
during said preceding year exceed Tenant’s Share as indicated on said statement, Tenant shall be entitled to
credit the amount of such overpayment against Tenant’s Share of Operating Expenses next falling due. If
Tenant’s payments under this paragraph during said preceding year were less than Tenant’s Share as
indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within ten (10) days
after delivery by Landlord to Tenant of said statement.
(vi) Tenant, at its expense, shall have the right upon fifteen (15) days prior written notice to Landlord
(an “Audit Notice”) to be given only within ten (10) days after receipt of the annual statement of Common
Area Expenses to audit Landlord’s books and records relating to such statement for such immediately
preceding calendar year with respect to any specific charge or charges disputed in writing by Tenant,
subject to the further terms and provisions of this Section 6.04 (v): (a) no audit shall be conducted at any
time that Tenant is in breach or default of any of the terms, covenants or provisions of this Lease; (b) any
audit shall be conducted only by independent certified public accountants practicing for an accounting firm
of national or regional prominence, employed by Tenant on an hourly or fixed fee basis, and not on a
contingency fee basis; and (c) Tenant shall not audit Landlord’s books and records more than one (1) time
for any calendar year. Failure to timely provide the Audit Notice shall be deemed Tenant’s acceptance and
approval of the annual statement. Tenant acknowledges that Tenant’s right to inspect Landlord’s books and
records with respect to Common Area Expenses for the preceding calendar year is for the exclusive
purpose of determining whether Landlord has complied with the terms of this Lease with respect to
Common Area Expenses and Tenant may not withhold or offset any portion of Tenant’s Share of Operating
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Expenses or other amounts due hereunder. Tenant shall have sixty (60) days after Tenant’s Audit Notice to
complete Tenant’s inspection of Landlord’s books and records concerning Common Area Expenses at
Landlord’s accounting office. During its inspection, Tenant agrees to request, in writing, all pertinent
documents relating to the inspection. If in Landlord’s possession, Landlord will provide such documents to
Tenant at no cost to Landlord within ten (10) days after Landlord’s receipt of Tenant’s request and Tenant
shall not remove such records from Landlord’s accounting office, but Tenant shall have the right to make
copies of the relevant documents at Tenant’s sole cost and expense. Tenant shall deliver to Landlord a copy
of the results of such audit within fifteen (15) days after receipt by Tenant. The nature and content of any
audit are strictly confidential. Tenant, for itself and on behalf of its representatives, shall not disclose the
information obtained from the audit to any other person including, without limitation, any other tenant in
the Retail Center or any representative of any such tenant in the Retail Center. A breach of this
confidentiality agreement shall constitute an Event of Default under this Lease and may be enforced by
equitable remedies. In the event the Lease is assigned as otherwise permitted hereunder, no assignee shall
conduct an audit for any period during which such assignee was not the Tenant hereunder and in possession
of the Premises. In the event Tenant’s audit shall disclose that Landlord has overstated Tenant’s Pro Rata
Share of Common Area Expenses by three percent (3%) or more during any one (1) accounting year, then
Landlord shall pay for the reasonable costs of the audit, not to exceed, however, Five Thousand and No/100
Dollars ($5,000.00) as Tenant’s sole right and remedy in such event. Any refund due Tenant shall be
credited against Tenant’s Share of Operating Expenses next due.
SECTION 6.5 PARKING
Upon Landlord’s request, Tenant and its employees, contractors, suppliers, sales representatives,
subtenants, concessionaires licensees and other persons visiting the Premises (excluding only Tenant’s
customers) must park their vehicles only in employee parking areas from time to time designated by
Landlord. Notwithstanding anything to the contrary contained in this Lease, Tenant, its agents, employees,
contractors, customers, licensees and invitees are expressly prohibited from parking anywhere within the
area, if any, labeled “No Parking” on the Site Plan, and Tenant’s employees are expressly prohibited from
parking anywhere in the area, if any, labeled “No Employee Parking” on the Site Plan or such areas
reasonably designated by Landlord from time to time. Tenant agrees to use its best efforts to enforce the
foregoing parking restrictions as to Tenant, its agents, employees, contractors, customers, licensees and
invitees. Tenant acknowledges and agrees any parking not otherwise designated is on a first-come/first-
served basis.
ARTICLE 7 – TAXES (PROPERTY, SALES, PERSONAL PROPERTY)
SECTION 7.1 DEFINITION OF REAL PROPERTY TAX
As used herein, the term “Real Estate Taxes and Assessments” shall include any form of real estate tax or
assessment, general, special, ordinary or extraordinary, and any license fee, commercial rental tax,
improvement bond or bonds, levy or tax (other than inheritance, personal income or estate taxes) imposed
on the Retail Center or any portion thereof by any authority having the direct or indirect power to tax,
including any city, county, state or federal government, or any school, agricultural, sanitary, fire, street,
drainage or other improvement district thereof, as against any legal or equitable interest of Landlord in the
Retail Center or in any portion thereof, as against Landlord’s right to rent or other income therefrom, and as
against Landlord’s business of leasing the Retail Center. The term “Real Estate Taxes and Assessments”
shall also include any tax, fee, levy assessment or charge (i) in substitution of, partially or totally, any tax,
fee, levy, assessment or charge hereinabove included within the definition of “real property tax,” or (ii) the
nature of which was hereinabove included within the definition of “Real Estate Taxes and Assessments,” or
(iii) which is imposed for a service or right not charged heretofore, or, if previously charged, has been
increased since the date on which the initial Term of this Lease commenced, or (iv) which is imposed as a
result of a transfer, whether partial or total, of Landlord’s interest in the Retail Center or which is added to
a tax or charge hereinbefore included within the definition of Real Estate Taxes and Assessments by reason
of such transfer, or (v) which is imposed by reason of this transaction, any modifications or changes hereto,
or any transfers hereof.
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SECTION 7.2 PAYMENT OF REAL PROPERTY TAX
In addition to all rental herein reserved, Tenant shall pay to Landlord Real Estate Taxes and Assessments
levied upon the demised Premises and the underlying realty, together with Tenant’s Pro Rata Share of Real
Estate Taxes and Assessments levied upon the Common Areas of the Retail Center. Tenant’s Pro Rata
Share of the above taxes shall be payable with Tenant’s Pro Rata Share of Operating Expenses under
provisions of Section 6.04 (v).
SECTION 7.3 SALES TAX (PRIVILEGE TAX)
Taxes on rental and other sums payable by Tenant: Tenant shall pay to Landlord, in addition to and along
with the rental otherwise payable hereunder, a sum equal to the aggregate of any local, municipal, county,
state, or federal excise, use, sales or privilege taxes legally imposed during the Term hereof upon rental and
other sums payable by Tenant hereunder, which shall be paid monthly with the installment of Monthly
Base Rent.
SECTION 7.4 PERSONAL PROPERTY TAX
Tenant shall pay, prior to delinquency, all taxes levied upon fixtures, furnishings, equipment, inventories
belonging to Tenant placed on the demised Premises.
ARTICLE 8 – INDEMNITY – INSURANCE – WAIVER OF SUBROGATION
SECTION 8.1 INDEMNIFICATION AND WAIVERS
(i) Indemnity. To the fullest extent permitted by law, Tenant shall, at Tenant’s sole cost and expense,
indemnify Landlord Parties for, from, and against all Claims arising from (i) any Personal Injury, Bodily
Injury or Property Damage whatsoever occurring in or at the Premises; (ii) any Bodily Injury to an
employee of a Tenant Party arising out of or in the course of employment of the employee and occurring
anywhere in the Retail Center; (iii) the use or occupancy, or manner of use or occupancy, or conduct or
management of the Premises or of any business therein; (iv) any act, error, omission or negligence of any
of the Tenant Parties in, on or about the Premises or the Retail Center; (v) the conduct of Tenant’s business;
(vi) any alterations, activities, work or things done, omitted, permitted or allowed by Tenant Parties in, at or
about the Premises or Retail Center, including the violation of or failure to comply with, or the alleged
violation of or alleged failure to comply with any applicable laws, statutes, ordinances, standards, rules,
regulations, orders, or judgments in existence on the date of the Lease or enacted, promulgated or issued
after the date of this Lease including Hazardous Materials Laws (defined below); (vii) any breach or default
by Tenant in the full and prompt payment of any amount due under this Lease, any breach, violation or
nonperformance of any term, condition, covenant or other obligation of Tenant under this Lease, or any
misrepresentation made by Tenant or any guarantor of Tenant’s obligations in connection with this Lease;
(viii) all damages sustained by Landlord as a result of any holdover by Tenant or any Tenant Party in the
Premises including, but not limited to, any claims by another tenant resulting from a delay by Landlord in
delivering possession of the Premises to such tenant; (ix) any liens or encumbrances arising out of any
work performed or materials furnished by or for Tenant; (x) commissions or other compensation or charges
claimed by any real estate broker or agent (other than the Broker(s) specified in the Article 48), with
respect to this Lease by, through or, under Tenant or, (xi) any matter enumerated in Section 8.01 (ii) below.
(ii) Waivers. To the fullest extent permitted by law, Tenant, on behalf of all Tenant Parties, Waives all
Claims against Landlord Parties arising from the following: (i) any Personal Injury, Bodily Injury, or
Property Damage occurring in or at the Premises; (ii) any loss of or damage to property of a Tenant Party
located in the Premises or other part of the Retail Center by theft or otherwise; (iii) any Personal Injury,
Bodily Injury, or Property Damage to any Tenant Party caused by other tenants of the Retail Center, parties
not occupying space in the Retail Center, occupants of property adjacent to the Retail Center, or the public
or by the construction of any private, public, or quasi-public work occurring either in the Premises or
elsewhere in the Retail Center; (iv) any interruption or stoppage of any utility service or for any damage to
persons or property resulting from such stoppage; (v) business interruption or loss of use of the Premises
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suffered by Tenant; (vi) any latent defect in construction of the Premises; (vii) damages or injuries or
interference with Tenant’s business, loss of occupancy or quiet enjoyment and any other loss resulting from
the exercise by Landlord of any right or the performance by Landlord of Landlord’s maintenance or other
obligations under this Lease, or (viii) any Bodily Injury to an employee of a Tenant Party arising out of and
in the course of employment of the employee and occurring anywhere in the Retail Center.
(iii) Definitions. For purposes of this Article 8: (i) the term “Tenant Parties” means Tenant, and
Tenant’s officers, directors, members, managers, partners, agents, employees, sublessees, licensees,
invitees and independent contractors, and all persons and entities claiming through any of these persons or
entities; (ii) the term “Landlord Parties” means Landlord and the members, managers, officers, directors,
partners, venturers, trustees and ancillary trustees of Landlord and the respective officers, directors,
shareholders, members, managers, parents, subsidiaries and any other affiliated entities, personal
representatives, executors, heirs, assigns, licensees, invitees, beneficiaries, agents, servants, employees and
independent contractors of these persons or entities; (iii) the term “Indemnify” means indemnify, defend
(with counsel reasonably acceptable to Landlord) and hold free and harmless for, from and against; (iv) the
term “Claims” means all liabilities, claims, damages (including consequential damages), losses, costs,
penalties, litigation, demands, causes of action (whether in tort or contract, in law or at equity or
otherwise), suits, proceedings, judgments, disbursements, charges, assessments, and expenses (including
attorneys’ and experts’ fees and expenses incurred in investigating, defending, or prosecuting any litigation,
claim, or proceeding); (v) the term “Waives” means that the Tenant Parties waive and knowingly and
voluntarily assume the risk of; and (vi) the terms “Bodily Injury,” “Personal Injury” and “Property
Damage” mean and include any and all types of bodily injury, personal injury, and damage to property,
including the meanings of those terms as set forth in the form of commercial general insurance policy
issued by Insurance Services Office, Inc. most recently prior to the date of the injury or loss in question.
(iv) Scope of Indemnities and Waivers. Except as provided in the following sentence, the indemnities
and waivers contained in this Article 8 shall apply regardless of the active or passive negligence or sole,
joint, concurrent, or comparative negligence of any of the Landlord Parties, and regardless of whether
liability without fault or strict liability is imposed or sought to be imposed on any of the Landlord Parties.
The indemnities and waivers contained in this Article 8 shall not apply to the extent of the percentage of
liability that a final judgment of a court of competent jurisdiction establishes under the comparative
negligence principles of the State of Arizona, that a Claim against a Landlord Party was proximately caused
by the willful misconduct or gross negligence of that Landlord Party, provided, however, that in such event
the indemnity or waiver will remain valid for all other Landlord Parties.
(v) Duty to Defend. Tenant’s duty to defend Landlord Parties is separate and independent of Tenant’s
duty to Indemnify Landlord Parties. Tenant’s duty to defend includes Claims for which Landlord Parties
may be liable without fault or may be strictly liable. Tenant’s duty to defend applies regardless of whether
issues of negligence, liability, fault, default or other obligation on the part of Tenant Parties have been
determined. Tenant’s duty to defend applies immediately, regardless of whether Landlord Parties have paid
any sums or incurred any detriment arising out of or relating, directly or indirectly, to any Claims. It is the
express intention of Landlord and Tenant that Landlord Parties will be entitled to obtain summary
adjudication regarding Tenant’s duty to defend Landlord Parties at any stage of any Claim within the scope
of this Article 8.
(vi) Obligations Independent of Insurance. The indemnification provided in this Article 8 shall not be
construed or interpreted as in any way restricting, limiting or modifying Tenant’s insurance or other
obligations under this Lease, and the provisions of this Article 8 are independent of Tenant’s insurance and
other obligations. Tenant’s compliance with the insurance requirements and other obligations under this
Lease does not in any way restrict, limit or modify Tenant’s indemnification obligations under this Lease.
(vii) Survival. The provisions of this Article 8 will survive the expiration or earlier termination of this
Lease until all Claims against Landlord Parties involving any of the indemnified or waived matters are fully
and finally barred by the applicable statutes of limitations.
SECTION 8.2 WAIVER OF SUBROGATION
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In addition to the waiver of subrogation contained in Section 8.03 below, Tenant each hereby Waives any
Claims it may have against Landlord on account of any loss or damage occasioned to Tenant or any Tenant
Party, as the case may be, or their respective property, the Premises or its contents arising from any risk
generally covered by causes of loss – special form insurance and from any risk covered by any policy of
property insurance then in effect (whether or not Tenant actually carries any insurance, recovers under any
insurance or self-insures the loss or damage) or which right of recovery arises from loss of earnings or rents
resulting from loss or damage to any such property. In addition, Tenant, for itself and all Tenant Parties and
on behalf of their respective insurance companies, waive any right of subrogation that any such insurance
company may have against Landlord and Landlord’s lender as the case may be. It is the intent of the parties
that Tenant shall look solely to its respective insurance company for recovery. The foregoing waiver of
subrogation shall be operative only so long as available in Arizona and provided further that no policy of
insurance is invalidated thereby.
SECTION 8.3 TENANT’S INSURANCE
(i) Tenant shall obtain and maintain throughout the term of this Lease special form insurance on
and for the full cost of replacement of all Tenant’s property and betterments in the Premises, including,
without limitation all furniture, fixtures, personal property and all tenant finish in excess of building
standard items.
(ii) In addition to the above, Tenant shall obtain and maintain throughout the term of this Lease a
commercial general liability policy, including protection against death, personal injury and property
damage, issued by an insurance company qualified to do business in the State of Arizona, with a single
limit for each occurrence of not less than Two Million Dollars ($2,000,000.00) and a general aggregate of
not less than Five Million Dollars ($5,000,000.00). All such policies shall name Landlord as an additional
insured. Each such policy shall provide that the same may not be canceled or modified without at least
twenty (20) days’ prior written notice to Landlord and any Mortgagee (as defined in Paragraph 21). Prior
to occupancy of the Premises, and thereafter from time to time, Tenant shall deliver certificates evidencing
that such insurance, as required under this Paragraph 17, is in force and effect. The limits of said insurance
shall not, under any circumstances, limit the liability of Tenant hereunder.
(iii) Notwithstanding anything to the contrary contained herein, Landlord and Tenant hereby
mutually waive and release their respective rights of recovery against each other, their officers, agents and
employees occurring as a result of the use and occupancy of the Premises for: (A) any loss of its property
capable of being insured against by special form insurance coverage whether carried or not, excluding from
such waiver, in the case of the Landlord, the deductible amounts under any applicable special form
insurance; (B) all loss, cost, damage, or expense arising out of or due to any interruption of business
(regardless of the cause therefor), increased or additional costs of operation of business or other costs or
expenses whether similar or dissimilar which are capable of being insured against under business
interruption insurance whether or not carried. Each party shall apply to its insurers to obtain such waivers
and obtain any special endorsements, if required by their insurance to evidence compliance with the
aforementioned waiver and shall bear the cost therefor.
SECTION 8.4 BLANKET POLICY
Tenant’s obligations to carry the insurance required by this Article 8 may be brought within the coverage
of a so called blanket policy or policies of insurance carried and maintained by Tenant; provided, however,
that the coverage afforded Landlord will not be reduced or diminished by reason of the use of a blanket
policy of insurance, and provided further that the requirements set forth in this Article 8 are otherwise
satisfied. If Tenant uses such a blanket policy, Tenant shall deliver to Landlord satisfactory evidence that
the Premises has been properly added to the blanket policy and evidence that the insurance company that
issued the blanket policy has allocated to the Premises the type of insurance coverage in the amounts
required by this Article 8, with the limitations of liability required by this Lease. Tenant shall permit
Landlord, at any reasonable time to inspect any policies of insurance of Tenant, which policies or copies
thereof are not delivered to Landlord.
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SECTION 8.5 ADEQUACY OF INSURANCE
Landlord makes no representation or warranty to Tenant that the amount of insurance to be carried by
Tenant under the terms of this Lease is adequate to fully protect Tenant’s interest. If Tenant believes that
the amount of any such insurance is insufficient, Tenant is encouraged to obtain, at its sole cost and
expense, such additional insurance as Tenant may deem desirable or adequate. Tenant acknowledges that
Landlord shall not, by the fact of approving, disapproving, waiving, accepting, or obtaining any insurance,
incur any liability for or with respect to the amount of insurance carried, the form or legal sufficiency of
such insurance, the solvency of any insurance companies or the payment or defense of any lawsuit in
connection with such insurance coverage, and Tenant hereby expressly assumes full responsibility therefor
and all liability, if any, with respect thereto.
SECTION 8.6 LANDLORD’S INSURANCE
Landlord shall, at all times from and after Substantial Completion of the Premises, as a component of
Common Area Expenses, maintain in effect a policy or policies of insurance covering the building of which
the Premises are a part, in an amount not less than eighty percent (80%) of full replacement cost (exclusive
of the cost of excavations, foundations and footings) from time to time during the Lease Term or the
amount of such insurance Landlord’s lender may require Landlord to maintain, whichever is the greater,
providing protection against any peril generally included in the classification “Causes of Loss-Special
Form” (including flood and earthquake damage coverage if so elected by Landlord), together with
insurance against sprinkler damage, vandalism and malicious mischief and if deemed necessary by
Landlord, the following endorsements: boiler and machinery, difference in conditions, business income and
extra expense (with extended period of indemnity), service interruption, building ordinance or law and
excess rental value. In addition, Landlord shall maintain, as a component of Common Area Expenses,
commercial general liability insurance with a combined single limit of not less than One Million and
No/100 Dollars ($1,000,000.00), per occurrence, insuring against any and all liability of Landlord with
respect to the operation and use of the Retail Center, and if deemed necessary by Landlord, fidelity and
owned or rented automobile coverage. Landlord’s obligation to carry the insurance required in this Section
8.06 may be brought within the coverage of any so-called blanket policy or policies of insurance carried
and maintained by Landlord, provided that the coverage afforded will not be reduced or diminished by
reason of the use of such blanket policy of insurance.
SECTION 8.7 DANGEROUS CONDITIONS
Tenant shall not carry any stock or goods or do anything in or about the Premises which will in any way
tend to increase the insurance rates upon the building of which the Premises are a part. Tenant shall pay to
Landlord, upon demand, the amount of any increase in premiums for insurance against loss by fire,
casualty, liability or workers’ compensation that may be charged during the Lease Term on the amount of
insurance to be carried by Landlord on the building of which the Premises are a part resulting from the
foregoing or from Tenant doing any act in or about the Premises which does so increase the insurance rates,
whether or not Landlord shall have consented to such act on the part of the Tenant. If Tenant installs upon
the Premises any electrical equipment which constitutes an overload of the electrical lines of the Premises,
Tenant shall, at Tenant’s sole cost and expense, make whatever changes are necessary to comply with the
requirements of the insurance underwriters and any governmental authority having jurisdiction, but this
shall not be deemed to constitute Landlord’s consent to such overloading. Tenant shall, at Tenant’s sole
cost and expense, comply with all requirements, including the installation of fire extinguishers or automatic
dry chemical extinguishing system, of the insurance underwriters or any governmental authority having
jurisdiction necessary for the maintenance of reasonable rates for casualty insurance for the Premises.
SECTION 8.8 TENANT REIMBURSEMENT
Tenant shall pay Landlord, commencing on the Commencement Date and for the balance of the Lease
Term, on the first day of each calendar month thereafter, as a component of Common Area Expenses, one
twelfth (1/12) of the estimated cost to Landlord of the insurance required to be maintained by Landlord
under Section 8.06 for each such year or partial year, subject to annual reconciliation in the manner set
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forth in Section 6.04 (ii). The payment for any partial year of the Lease Term shall be prorated on the basis
that the number of days in the Lease Term for such partial year bears to three hundred sixty (360). Payment
shall be made by Tenant together with Tenant’s payment of its Pro Rata Share of Common Area Expenses,
unless Landlord elects to bill Tenant separately, in which event, payment shall be made within fifteen (15)
days after delivery to Tenant of a written statement from Landlord setting forth the cost of such insurance
and showing in reasonable detail the manner in which it has been computed. In the event the cost to
Landlord of the insurance Landlord is required to maintain under Section 8.06 is not separately charged to
Landlord by Landlord’s insurance carrier, Tenant shall pay the cost thereof applicable to the Premises (the
“pro rata share”), which shall be determined based on how the Floor Area of the Premises bears to the
Floor Area of all the areas available for exclusive use and occupancy by tenants of the Retail Center, which
are occupied and open for business and covered by such insurance. In the event of an occurrence or damage
covered by any of Landlord’s insurance, Tenant shall pay either Tenant’s Share of any deductible if the
occurrence or damage is to Common Area or anything not exclusively serving the Premises, or Tenant shall
pay the entire deductible if the occurrence or damage exclusively involves the Premises.
ARTICLE 9 – ALTERATIONS
The Landlord agrees that the Tenant may, at its own expense and after giving Landlord notice in writing of its
intention to do so, from time to time during the Term thereof, make alterations, additions, and changes in and to the
interior of the demised Premises (except those of a structural nature) as it may find necessary or convenient for its
purposes, provided that the value of the demised Premises is not thereby diminished, and provided, however, that no
alterations, additions or changes costing in excess of five thousand and no/100 dollars ($5,000.00) may be made
without first procuring the approval, in writing, of the Landlord. In addition, no alterations, additions, or changes
shall be made to any store front, exterior walls, or roof of the demised Premises, nor shall Tenant erect any
mezzanine or increase the size of same, if one be initially constructed, unless and until the written consent and
approval of the Landlord shall first have been obtained. In no event shall Tenant make or cause to be made any
penetration through the roof of the demised Premises without the prior written approval of the Landlord. Tenant
shall be directly responsible for any and all damages resulting from any violation of the provisions of this Article.
All alterations, additions, or changes to be made to the demised Premises which require the approval of the Landlord
shall be under the supervision of a competent architect or competent licensed structural engineer and made in
accordance with Plans and Specifications with respect thereto, approved in writing by the Landlord before the
commencement of work, where such approval is required pursuant to the provisions of this Article. Tenant shall
provide Landlord, at least ten (10) days prior to commencement of such work, a copy of the building permit
authorizing the work. Upon completion of the work, Tenant shall file for record in the office of the Maricopa County
Recorder and post upon the Premises, as required or permitted by law, a Notice of Completion and Tenant shall
deliver to Landlord, within ten (10) days after completion of the work, a copy of the Notice of Completion. All
improvements shall be performed and done strictly in accordance with the laws and ordinances of governmental
authorities having jurisdiction. All work with respect to any alterations, additions and changes must be done in a
good and workmanlike manner and diligently prosecuted to completion to the end that the demised Premises shall at
all times be a complete unit except during the period of work. Upon completion of such work, Tenant shall notify
Landlord thereof promptly. Upon termination of the Tenant’s leasehold estate, at Landlord’s election, such
alterations, additions, or changes shall be considered as improvements and shall not be removed by the Tenant but
shall become a part of the demised Premises. Any such changes, alterations, and improvements shall be performed
and done strictly in accordance with the laws and ordinances relating thereto. In performing the work of any such
alterations, additions, or changes, the Tenant shall have the work performed in such a manner as not to obstruct the
access to the demised Premises of any other tenant in the Retail Center.
ARTICLE 10 – MAINTENANCE AND REPAIRS
Tenant shall, subject to Landlord’s obligations hereinafter provided, at all times during the Term hereof, and at
Tenant’s sole cost and expense, keep, maintain, and repair the building and other improvements upon the demised
Premises in good and sanitary order and condition (except as hereinafter provided), including without limitation, the
maintenance and repair of any store front(s), glass, doors and door frames, all window sashes, casements or frames,
glazing, plumbing, pipes and conduits, electrical wiring and conduits, the heating and air conditioning system (if
any) including the maintenance of a service contract with a heating and air conditioning contractor approved by
Landlord, utility meters, all fixtures and other equipment therein, all of Tenant’s signs, locks and closing devices,
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floor coverings, including carpeting, terrazzo or other special flooring, and all such items of repair, maintenance,
alteration and improvement or reconstruction as may at any time or from time to time be required by a governmental
authority having jurisdiction whether or not presently in effect or anticipated, including, but not limited to,
enforcement of the Americans With Disabilities Act. Tenant hereby waives all rights to make repairs at the expense
of Landlord and to terminate the Lease in the event of damage, and Tenant hereby waives all rights to make said
repairs which Landlord is obligated to make under this Lease. By entering into the demised Premises, Tenant shall
be deemed to have accepted the demised Premises as being in good and sanitary order, condition, and repair, and
Tenant agrees on the last day of said Term or sooner termination of this Lease, to surrender the demised Premises
with appurtenances, in the same condition or better when received, reasonable use and wear excepted. All glass,
both exterior and interior, is at the sole risk of Tenant, and any glass broken shall be promptly replaced by Tenant
with glass of the same kind, size and quality.
Landlord shall, provide to tenant a 12-month from Commencement Date warrantee for major repairs or replacement
over five hundred dollars ($500) to the existing 4 ton HVAC unit.
Landlord shall, subject to Tenant’s reimbursement as herein provided, maintain in good repair the exterior walls,
roof, and sidewalks. Tenant agrees that it will not, nor will it authorize any person to go onto the roof of the building
of which the demised Premises are a part without the prior consent of Landlord. Said consent will be given only
upon Landlord’s satisfaction that any repairs necessitated as a result of Tenant’s action will be made by Tenant, at
Tenant’s expense, and will be made in such a manner so as not to invalidate any guarantee relating to said roof.
Landlord shall have had a reasonable period of time thereafter to commence and complete said repairs. Tenant shall
pay, as additional rental, to Landlord Tenant’s Pro Rata Share of the cost of said repairs and maintenance incurred
by Landlord as provided above.
Prior to the commencement of the Lease Term, any work performed by Tenant, or any fixtures or personal property
moved onto the Premises, shall be at Tenant’s sole risk. Neither Landlord nor Landlord’s agents or contractors shall
be responsible to Tenant for damage or destruction of Tenant’s Work or property. Tenant agrees to indemnify
Landlord and hold Landlord harmless against claims made with respect to damage or destruction of property of third
persons moved onto the Premises at Tenant’s request.
Tenant shall cause drawings and specifications to be prepared for, and shall cause to be performed, the construction
of Tenant’s Work in accordance with all applicable laws, ordinances and regulations of all duly constituted
authorities, including, without limitation, Title III of the Americans with Disabilities Act of 1990, all regulations
issued thereunder and the Accessibility Guidelines for buildings and facilities issued pursuant thereto, as the same
are in effect on the date hereof and may be hereafter modified, amended or supplemented. Notwithstanding
Landlord’s review of such drawings and specifications, and whether or not Landlord approves or disapproves such
drawings and specifications, Tenant and not Landlord shall be solely responsible for compliance of such drawings
and specifications and of Tenant’s Work with all applicable laws.
The Landlord shall construct upon the Retail Center site at its own cost such access roads, footways and parking lots
or facilities as Landlord shall deem appropriate.
Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with
respect to the Premises or the Retail Center, or with respect to the suitability or fitness of either for the conduct of
Tenant’s business or for any other purpose. The taking of possession of the Premises by Tenant shall conclusively
establish that Tenant accepts the Premises in their then “as is” condition and that the Premises and the Retail Center
are at such time in satisfactory condition and in conformity with the provisions of this Lease in all respects.
Landlord hereby reserves the right at any time and from time to time to make alterations or additions to, and to build
additional stories on, the building in which the Premises are contained, and to build adjoining the same. Landlord
also reserves the right to add land to and/or withdraw land from the Retail Center, to construct other buildings or
improvements in or adjacent to the Retail Center from time to time, to make alterations thereof or additions thereto,
and to build additional stories on any such building or buildings.
ARTICLE 11 – SURRENDER OF PREMISES
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Tenant shall, upon expiration of the Term hereby created, or upon earlier termination hereof for any reason, quit and
surrender said demised Premises in good order, condition, and repair, reasonable wear and tear excepted, and clean
and free of refuse. Should Tenant not surrender the demised Premises in good and clean condition, Landlord shall
have the option, in addition to any other rights and remedies it may have, to apply the security deposit as provided
therein toward the expense of cleaning and repairs.
ARTICLE 12 – FIXTURES
Tenant shall provide, install, and maintain at Tenant’s expense fixtures of a special nature that may be required by
Tenant’s business. All such fixtures which are not permanently affixed to the realty shall remain the property of
Tenant and may be removed by Tenant not later than the expiration of the Term hereof, provided that Tenant is not
then in default hereunder and that Tenant shall promptly repair at its own expense, any damages occasioned by such
removal. All other fixtures, equipment, and other property (including, without limitation, air conditioning units,
heating equipment, plumbing fixtures, hot water heaters, carpeting or other floor covering cemented or otherwise
affixed to the floor, and draperies) that may be placed upon, installed in, or attached to the demised Premises by
Tenant shall, at the expiration or earlier termination of this Lease for any reason, and at the election of Landlord, be
the property of Landlord and remain upon and be surrendered with the demised Premises, without disturbance,
molestation, or injury. Tenant shall have the right from time to time during the Term of this Lease to remove any
such fixtures, equipment, or property for the purpose of replacing the same with items of like character, quality, or
value and repair any and all damages caused by removal. Landlord may require Tenant to remove any fixture or
improvement at the termination or expiration of Lease.
ARTICLE 13 – COMPLIANCE WITH LAWS
A. Tenant shall, at Tenant’s sole cost and expense, comply with all of the requirements of all municipal, state,
and federal authorities now in force or which may hereafter be in force pertaining to the use of the demised
Premises, and shall faithfully observe in said use all municipal ordinances and state and federal statutes now in force
or which shall hereinafter be in force. The judgment of any court of competent jurisdiction, or the admission of
Tenant in any action or proceeding against Tenant, whether Landlord be a party thereto or not, that Tenant has
violated any such order or statute in said use, shall be conclusive of that fact as between the Landlord and Tenant.
B. Tenant shall not commit, or suffer to be committed, any waste upon the demised Premises, or any nuisance
or other act or thing which may disturb the quiet enjoyment of any other Tenant in the Retail Center.
C. Tenant warrants to hold Landlord harmless from any damages which may arise from its non-compliance
with the order of the above governmental agencies.
D. Tenant shall procure at its sole expense any permits and licenses required for the transaction of business in
the Premises and otherwise comply with all applicable laws, ordinances, and governmental regulations.
ARTICLE 14 – FREE FROM LIENS
Tenant shall keep the demised Premises and the property on which the demised Premises are situated free from any
liens arising out of work performed, material furnished or obligation incurred by or at the instance of Tenant and
indemnify and save Landlord harmless from all such liens or claims of liens and all attorney’s fees and other costs
and expenses incurred by reason thereof. Notice is hereby given that neither Landlord nor Landlord’s interest in the
demised Premises shall be liable or responsible to persons who furnish material or labor for or in connection with
such work. If Tenant shall desire to contest any claim of lien, it shall furnish to Landlord security therefor in the
amount of the claim, plus estimated costs and interest, or a bond of a responsible corporate surety in such amount
conditional on the discharge of the lien. If a final judgment establishing the validity or existence of a lien for any
amount is entered, Tenant shall pay and satisfy the same at once.
If the Tenant shall be in default in paying any charge for which a mechanic’s lien claim has been filed, and shall not
have given the Landlord security to protect the property and the Landlord against such claim of lien, the Landlord
may, but shall not be so required to, pay the said claim and any costs, and the amount so paid, together with
reasonable attorney’s fees incurred in connection therewith, shall be immediately due and owing from the Tenant to
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the Landlord, and the Tenant shall pay the same to Landlord with interest at the maximum lawful contract rate from
the dates of the Landlord’s payments. Should any claims of lien be filed against the Premises or any action affecting
the title to such property be commenced, the party receiving notice of such lien or action shall forthwith give the
other party written notice thereof. The Landlord or its representatives shall have the right to go upon and inspect the
Premises at all reasonable times and shall have the right to post and keep posted thereon notices of non-
responsibility, or such other notices which the Landlord may deem to be proper for the protection of the Landlord’s
interest in the Premises. The Tenant shall, before the commencement of any work which might result in any such
lien, give to the Landlord written notice of its intention to do so in sufficient time to enable the posting of such
notices.
ARTICLE 15 – OCCUPANCY
SECTION 15.1 ABANDONMENT
Tenant shall not vacate or abandon the demised Premises at any time during the Term of this Lease; and if
Tenant shall abandon, vacate, or surrender the demised Premises or be dispossessed by process of law, or
otherwise, any personal property belonging to the Tenant and left on the demised Premises shall be deemed
to be abandoned, at the option of Landlord. It shall be conclusively presumed that Tenant intended to
abandon the demised Premises if during the Term hereof said Premises are not open to the public for a
period of seven (7) consecutive days, unless prior written notice stating the reasons therefor, is given by
Tenant to Landlord.
SECTION 15.2 CONTINUOUS OPERATION
Tenant covenants that, subject to all of the terms, covenants, and conditions of this Lease, it will use,
occupy, and operate the entire premises continuously and without interruption during the Term, in the
manner and under tenant’s business name as set forth herein, and in a competent, dignified, energetic, and
consistent manner as will enhance the Retail Center as a whole and its reputation as a desirable place of
business. Tenant further agrees that during the Term it will (i) be open for business and fully stocked on all
days and during and all hours that it is customary for businesses of like character in the city in which the
premises are located to be opened for business; (ii) adequately staff its business with sufficient employees
and carry sufficient stock of such size, character, and quality to handle maximum business; (iii) maintain
displays of merchandise in and keep the display windows in the premises well lighted; and (iv) store in the
premises only such merchandise as will be offered for sale at retail in the premises.
ARTICLE 16 – SIGNS
Tenant shall not erect or place on or about the exterior of the demised Premises any signs, advertising materials, or
marquee, unless and until Landlord shall have given prior written approval thereof to ensure compliance with
Landlord’s sign criteria, and unless and until Tenant has complied, at its sole cost and expense, with the
requirements of all municipal, state, or federal authorities pertaining to the erection or placement of a sign on the
demised Premises. Landlord shall have the right to approve, and to require the removal of, any sign, banner, or
advertising device or material located within the demised Premises that is visible from outside the demised
Premises. Attached as Exhibit “C” is signage criteria setting forth signage compliance requirements and
specifications on signage design and placement for the Retailer Center. Tenant’s signage must be placed with
illuminated individual channel letters/logo sitting on top and flush with the face of the steel canopy above its Suite.
Tenant will have its sign contractor send over its proposed design for Landlord approval prior to submitting for
permits with the City of Phoenix. Tenant shall not display, paint, or place or cause to be displayed, painted, or
placed, any handbills, bumper stickers, or other advertising devices on any vehicle parked in the parking area of the
Retail Center, whether belonging to Tenant, or to Tenant’s agent, or to any other person; nor shall Tenant distribute,
or cause to be distributed, in the Retail Center, any handbills or other adverting devices, and in the event of a
violation of this covenant by Tenant, Tenant shall pay to Landlord the cost and expense necessary to remove any
such unauthorized material from the center. All signage including, but not limited to, monument signage and
building signage will be at Tenant’s sole cost and expense.
ARTICLE 17 – UTILITIES
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Tenant shall pay before delinquency all charges for water, gas, heat, electricity, power, telephone service, trash,
garbage, and rubbish removal, and all other services and installations of utilities used in, upon, or about the demised
Premises by Tenant or any of Tenant’s sub-Tenants, licensees, or concessionaires during the Term of this Lease. If
any utility is not separately metered, Tenant agrees to reimburse Landlord, based upon Tenant’s Share, for the cost
of said service. Any security deposit, or connection charges, required by any utility company to furnish service to
Tenant shall be paid by Tenant.
Tenant agrees that all trash and rubbish of Tenant shall be deposited within receptacles and that there shall be no
trash receptacles permitted to remain outside of the building of which the Premises are a part. In the event Landlord
provides or designates trash receptacles, Tenant agrees to cause such receptacles to be emptied and trash removed at
its own cost and expense. Tenant agrees to first bag its trash and rubbish before depositing the same in the
authorized trash area and/or receptacles. In the event Tenant’s use is a restaurant and/or food use, Tenant shall be
solely responsible for the cost and expense of all trash removal associated with Tenant’s Premises.
ARTICLE 18 – ENTRY AND INSPECTION
Tenant shall permit Landlord and Landlord’s agents to enter into and upon the demised Premises at all reasonable
times for the purpose of inspecting the same or for the purpose of maintaining the building in which said Premises
are situated, or for the purpose of making repairs, alterations, or additions to any other portion of said building,
including the erection and maintenance of such scaffolding, canopy, fences, and props as may be required, or for the
purpose of posting notices of non-liability for alterations, additions or repairs, or for the purpose of placing upon the
property in which the Premises are located any usual or ordinary “For Sale” signs. Landlord shall be permitted to do
any of the above without any rebate of rent and without any liability to Tenant for any loss of occupation or quiet
enjoyment of the demised Premises thereby occasioned. Tenant shall permit Landlord, at any time within thirty (30)
days prior to the expiration of this Lease, to place upon said Premises any usual or ordinary “For Lease” signs and
during such thirty (30) day period, Landlord or Landlord’s agents may, during normal business hours, enter upon
said Premises and exhibit same to prospective Tenants.
ARTICLE 19 – DAMAGE AND DESTRUCTION OF PREMISES
A. In the event of:
(i) a destruction of the demised Premises or the building containing same during said Term which
requires repairs to either said Premises or said building, or
(ii) said Premises or said building being declared unsafe or unfit for occupancy by any authorized
public authority for any reason other than Tenant’s act, use, or occupation, which declaration requires
repairs to either said Premises or said building,
Landlord shall forthwith make said repairs upon receipt of adequate insurance proceeds therefor and subject to the
then current laws, rules, regulations, and, codes, provided Tenant gives to Landlord thirty (30) days written notice of
the necessity thereof. No such destruction (including any destruction necessary in order to make repairs required by
any declaration made by any public authorities) shall in any way annul or void this Lease except that Tenant shall be
entitled to a proportionate reduction of minimum Monthly Base Rent while such repairs are being made, such
proportionate reduction to be based upon the extent to which the making of such repairs shall interfere with the
business carried on by Tenant in said Premises. However, if during the last two (2) years of the Term of this Lease,
the building is damaged as a result of fire or any other insured casualty to an extent in excess of twenty-five percent
(25%) of its then replacement cost, Landlord may, within thirty (30) days following the date such damage occurs,
terminate this Lease by written notice to Tenant; and upon such termination, the Landlord shall without further
action, be released from any obligations or liabilities to Tenant. If Landlord, however, elects to make said repairs,
and provided Landlord uses due diligence in making said repairs, this Lease shall continue in full force and effect
and the minimum monthly rental shall be proportionately reduced as hereinabove provided. If Landlord elects to
terminate this Lease, all rentals shall be pro-rated as of the date of such destruction.
B. The foregoing to the contrary notwithstanding, if the building is damaged or destroyed at any time during
the Term hereof to an extent of more than twenty-five percent (25%) of its then replacement cost as a result of a
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casualty not insured against, Landlord may within thirty (30) days following the date of such destruction terminate
this Lease upon written notice to Tenant; and upon such termination, the Landlord shall without further action, be
released from any obligations or liabilities to Tenant. If Landlord does not elect to so terminate because of said
uninsured casualty, Landlord shall promptly rebuild and repair said Premises and Tenant’s obligation to pay the
minimum monthly rental shall be proportionately reduced as hereinabove provided.
C. With respect to any destruction (including any destruction necessary in order to make repairs required by
any such declaration of any authorized public authority) which Landlord is obligated to repair or may elect to repair
under the terms of this Article 19, Tenant waives any statutory or other right Tenant may have to cancel this Lease
as a result of such destruction including, without limitation, Arizona Revised Statutes Section 33-343.
D. In the event that fifty percent (50%) or more of the gross rentable floor area of the Retail Center shall be
damaged or destroyed by fire or other cause, notwithstanding that the demised Premises may be unaffected by such
fire or other cause, Landlord shall have the right, to be exercised by notice in writing delivered to Tenant within
sixty (60) days from and after said occurrence, to elect to cancel and terminate this Lease. Upon the giving of such
notice to Tenant, the Term of this Lease shall expire by lapse of time upon the third day after such notice is given,
and Tenant shall vacate the demised Premises and surrender the same to Landlord, thereafter neither party shall have
any further obligation or liability to the other.
ARTICLE 20 – ASSIGNMENT & SUBLETTING
A. Tenant shall neither sublet any part of the Premises nor assign this Lease or any interest herein without the
written consent of Landlord first being obtained (but there will be an absolute prohibition on assignment or
subletting during the first two (2) years of this Lease), which consent will not be unreasonably withheld provided
that: (i) Tenant has complied with the provision of subparagraph C below and Landlord has declined to exercise its
rights thereunder; (ii) the proposed subtenant or assignee is engaged in a business and the Premises will be used in a
manner which is in keeping with the then standards of the Retail Center and does not conflict with any exclusive use
rights granted to any other tenant; (iii) the proposed subtenant or assignee has greater financial worth than Tenant
and Tenant shall have provided Landlord with reasonable evidence thereof; (iv) Tenant is not in default hereunder at
the time it makes its request for such consent; (v) the proposed subtenant or assignee is not a governmental or quasi-
governmental agency; or (vi) the proposed subtenant or assignee is not a tenant under, or is not currently
negotiating, a lease with Landlord in any building owned by Landlord, or any affiliate of Landlord, in the Phoenix
metropolitan area (including the Retail Center). Notwithstanding anything contained herein to the contrary, Tenant
acknowledges that if the use of the Premises by any proposed subtenant or assignee would require compliance by
Landlord and any portion of the Retail Center with any current or future laws to a greater extent than that required
prior to the proposed occupancy by such subtenant or assignee, Landlord, at its sole option, may refuse to grant such
consent, unless, as an express condition thereof, Tenant and/or such assignee or subtenant bears the entire cost of
such greater compliance. A sale by Tenant of all or substantially all of its assets or all or substantially all of its
stock, if Tenant is a publicly traded corporation, a merger of Tenant with another corporation, the transfer of twenty-
five percent (25%) or more of the stock in a corporate tenant whose stock is not publicly traded, or transfer of
twenty-five percent (25%) or more of the beneficial ownership interests in a tenant shall constitute an assignment
hereunder.
B. If this Lease is assigned, or if the Premises or any part thereof is sublet or occupied by anyone other than
Tenant, Landlord may, after default by Tenant, collect the Rent from the assignee, subtenant, or occupant and apply
the net amount collected to the Rent herein reserved, but no such assignment, subletting, occupancy, or collection
shall be deemed an acceptance of the assignee, subtenant, or occupant as the Tenant hereof or a release of Tenant
from further performance by Tenant of covenants on the part of Tenant herein contained nor serve as a release of the
Guaranty. Consent by Landlord to any one assignment or sublease shall not in any way be construed as relieving
Tenant from obtaining the Landlord’s express written consent to any further assignment or sublease.
Notwithstanding the consent of Landlord to any sublease or assignment, Tenant shall not be relieved from its
primary obligations hereunder to Landlord, including, but not limited to the payment of all Base Rent and Tenant’s
Pro Rata Share of Operating Expenses. Landlord’s consent to any requested sublease or assignment shall not waive
Landlord’s right to refuse to consent to any other such request or to terminate this Lease if such request is made, all
as provided herein. If Tenant collects any rental or other amounts from a subtenant or assignee in excess of the Base
Rent and the Tenant’s Pro Rata Share of Operating Expenses for any monthly period, Tenant shall pay to Landlord
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on a monthly basis, as and when Tenant receives the same, all such excess amounts received by Tenant, less any
reimbursement that Tenant shall retain to cover its actual costs in subleasing or assigning the Premises.
C. Notwithstanding anything contained in this Article 20 to the contrary, in the event Tenant requests Landlord’s
consent to sublet all or a portion of the Premises or to assign its interest in this Lease, Landlord shall have the right
to: (i) consent to such sublease or assignment based on the criteria in subparagraph A above; (ii) refuse to grant such
consent in Landlord’s sole discretion based on the criteria in subparagraph A above; or (iii) refuse to grant such
consent and terminate this Lease as to the portion of the Premises with respect to which such consent was requested;
provided, however, if Landlord refuses to grant such consent and elects to terminate the Lease as to such portion of
the Premises, Tenant shall have the right within fifteen (15) days after notice of Landlord’s exercise of its right to
terminate to withdraw Tenant’s request for such consent and remain in possession of the Premises under the terms
and conditions hereof. In the event the Lease is terminated as set forth herein, such termination shall be effective as
of the date set forth in a written notice from Landlord to Tenant, which date shall in no event be more than thirty
(30) days following such notice.
D. Tenant hereby agrees that in the event it desires to sublease all or any portion of the Premises or assign this
Lease to any party, in whole or in part, Tenant shall notify Landlord not less than thirty (30) days prior to the date
Tenant desires to sublease such portion of the Premises or assign this Lease (“Tenant’s Notice”). Tenant’s Notice
shall set forth the description of the portion of the Premises to be so sublet or assigned and the terms and conditions
on which Tenant desires to sublet the Premises or assign this Lease. Landlord shall have fifteen (15) days following
receipt of Tenant’s Notice within which to exercise Landlord’s rights pursuant to subparagraph C above. If Landlord
consents to such sublease or assignment and if for any reason Tenant is unable to sublet said portion of the Premises
or assign the applicable portion of its interest in this Lease on the terms and conditions contained in Tenant’s Notice,
within one hundred twenty (120) days following its original notice to Landlord, Tenant agrees to re-offer the
Premises to Landlord in accordance with the provisions hereof prior to leasing or assigning the same to any third
party.
E. All documents utilized by Tenant to evidence any subletting or assignment to which Landlord has consented
shall be subject to prior approval by Landlord or its counsel. Tenant shall pay on demand all of Landlord’s costs
and expenses, including the $2,500 review and administrative fee, plus all reasonable attorneys’ fees, incurred in
determining whether or not to consent to any requested sublease or assignment and in reviewing and approving such
documentation.
F. Landlord and Tenant understand that notwithstanding certain provisions to the contrary contained herein, a
trustee or debtor in possession under the Bankruptcy Code of the United States may have certain rights to assume or
assign this Lease. If a trustee in bankruptcy is entitled to assume control over Tenant’s rights under this Lease and
assigns such rights to any third party, the Base Rent to be paid hereunder by such party shall be increased to the then
current Base Rent (if greater than then being paid for the Premises) which Landlord would charge for comparable
space in the building as of the date of such third party’s occupancy of the Premises. Landlord and Tenant further
understand that in any event Landlord is entitled under the Bankruptcy Code to adequate assurance of future
performance of the terms and provisions of this Lease. For purposes of any such assumption or assignment, the
parties hereto agree that the term “Adequate Assurance” shall include at least the following:
(1) In order to assure Landlord that the proposed assignee will have the resources with which to pay
the Rent called for herein, any proposed assignee must have demonstrated to Landlord’s satisfaction a net worth (as
defined in accordance with generally accepted accounting principles consistently applied) at least as great as the net
worth of Tenant on the date this Lease became effective. The financial condition and resources of Tenant were a
material inducement to Landlord in entering into this Lease.
(2) Any proposed assignee of this Lease must assume and agree to be personally bound by the
terms, provisions, and covenants of this Lease.
ARTICLE 21 – SECURITY DEPOSIT
Tenant has deposited with Landlord contemporaneously with the execution of this Lease the sum of Four Thousand
Dollars ($4,000.00) receipt of which is hereby acknowledged by Landlord, as security for the full and faithful
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performance of each and every term, provision, covenant, and condition of this Lease (“Security Deposit”). If
Tenant defaults in respect to any of the terms, provisions, covenants, and conditions of this Lease, including but not
limited to the payment of rent, Landlord may without in any way waiving or curing said default of Tenant, use,
apply, or retain the whole or any part of this security for the payment of any rent in default or for any other sum
which Landlord may spend or be required to spend by reason of Tenant’s default. If any portion of said deposit is so
used or applied, Tenant shall, within five (5) days after written demand therefor deposit cash with Landlord in an
amount sufficient to restore the security deposit to its original amounts. Should Tenant fully and faithfully comply
with all of the terms, provisions, covenants, and conditions of this Lease, the security or any balance of the security
shall be returned to Tenant or, at the option of Landlord, to the last assignee of Tenant’s interest in this Lease at the
expiration of the Lease Term. Tenant agrees that in case the Landlord shall sell or exchange Landlord’s interest in
the demised Premises during the Lease Term, Landlord may pay the deposit to any subsequent owner and in that
event, the Tenant does hereby agree to release Landlord from all liability for the return of such deposit. Tenant shall
not be entitled to any interest on the security deposit. Landlord’s rights with reference to the security deposit shall be
in addition to and shall not preclude any other rights, remedies, or recoveries available to Landlord by law or under
the terms of this Lease. If the Base Rent increases during the Term of this Lease, Tenant shall, upon written request
from Landlord, deposit additional monies with Landlord so that the total amount of the security deposit shall at all
times bear the same proportion to the increased Base Rent as the initial security deposit bore to the initial Base Rent.
In addition to security deposit, in order to secure performance by Tenant of the agreements, covenants, and promises
to be performed by Tenant as set forth in this Lease, Tenant hereby grants to Landlord a security interest in all of
Tenant’s fixtures, furniture, equipment, improvements, additions, alterations, inventory, and other personal property
now or hereafter located within or upon the Premises and any and all products and proceeds thereof now owned or
hereafter acquired (collectively, the “Collateral”). Upon and after the occurrence of an Event of Default, Landlord
shall have all of the rights and remedies of a secured party under Arizona’s Uniform Commercial Code, including
without limitation the right and power to sell or otherwise dispose of the Collateral or any part thereof and for that
purpose Landlord may take immediate and exclusive possession of the Collateral or any part thereof and, with or
without judicial process, Landlord may enter upon the Premises and remove the Collateral, or, at Landlord’s option,
Tenant shall assemble the Collateral and make it available to Landlord at the place and time designated by Landlord.
To the extent permitted by law, Tenant expressly waives any notice of the sale or disposition of the Collateral and
any other right or remedy of Tenant existing after the occurrence of an Event of Default, and to the extent any notice
is required and cannot be waived, Tenant agrees that for the purposes of this paragraph only, if the notice is marked,
postage prepaid to Tenant at the address set forth in Article 1 at least five (5) days before the time of sale or other
disposition, the notice shall be deemed commercially reasonable and shall fully satisfy any requirement for the
giving of notice. Tenant hereby authorizes Landlord to record and/or file, in the appropriate recording and filing
offices, one or more Uniform Commercial Code Financing Statements in Landlord’s form (together with
amendments and modifications thereto) so as to enable Landlord to perfect the security interest granted in this
paragraph.
ARTICLE 22 – HOLDING OVER
If Tenant shall hold over after the Term of this Lease, or any extension thereof, Tenant shall become a Tenant on a
month-to-month basis at a guaranteed minimum monthly rental equal to one hundred fifty percent (150%) of the last
month’s minimum monthly rental of the original Lease agreement, which rental shall be payable in advance on the
first day of such holdover period and on the first day of each month thereafter, upon all their terms, covenants, and
conditions herein specified, including the provisions relative to percentage rental, but exclusive of any renewal
options.
ARTICLE 23 – DEFAULT
SECTION 23.1 EVENTS OF DEFAULT
(i) If Tenant fails to pay the rent or any other sums payable pursuant to this Lease within three (3)
days of the date due, whether or not the same shall have been demanded;
(ii) If Tenant fails to observe or perform any of the other covenants or agreements contained in this
Lease to be observed or performed by Tenant, but if such failure, is of a type that can be cured or corrected
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by Tenant, it shall not be a default unless such failure continues for the time period provided elsewhere
herein, or if not time period is provided, then thirty (30) days after written notice of breach is given by
Landlord to Tenant;
(iii) If Tenant or any guarantor of this Lease shall become bankrupt, go into receivership, or make an
assignment for the benefit of creditors, or take or have taken against Tenant or any guarantor of this Lease
any proceedings of any kind under any provisions of the Federal Bankruptcy Act;
(iv) If Tenant shall abandon the Premises;
(v) If this Lease or any estate of Tenant under this Lease shall be sold under any attachment or
execution or shall devolve upon or pass to anyone else, by law or otherwise, without the prior written
consent of Landlord; or
(vi) If any other state of facts occurs which is declared to be an event of default under any other
provision of this Lease.
SECTION 23.2 REMEDIES OF LANDLORD
(i) Remedies. On any event of default, Landlord at Landlord’s option, without notice or demand, may
do any one (1) or more of the following, in any order, successively or concurrently, in addition to all other
rights and remedies of Landlord hereunder, at law, and in equity:
(a) Cure of Default. Landlord may take any action deemed necessary by Landlord, in
Landlord’s sole discretion, to cure the default. Tenant shall be liable to Landlord for all of Landlord’s
reasonable expenses incurred, as rent, payable on demand to Tenant.
(b) Continuation of Lease Without Re-entry. Landlord may continue the Lease in full force
and effect, without re-entry, and may recover from Tenant all sums payable hereunder, plus any added
costs, expenses, or damages caused or arising out of Tenant’s default, and without any obligation of
Landlord to re-enter, relet, terminate, or take other action.
(c) Continuation of Lease With Re-entry. Landlord may continue this Lease in full force and
effect and re-enter and take possession of the Premises ejecting all persons from the Premises without
additional notice or demand. Upon Landlord’s re-entry or demand to re-enter, Tenant shall immediately
surrender possession of the Premises to Landlord. Upon obtaining possession, Landlord shall attempt to
relet the Premises, using reasonable efforts to do so, at a fair rental, set in Landlord’s sole discretion, which
rental may be more, equal to, or less than the rent under this Lease. Any reletting may be at one or more
times, to one or a number or succession of Tenants, and for a term or terms less than, equal to, or more than
the remaining Term of this Lease. On Landlord’s re-entry or demand to re-enter, Tenant shall immediately
pay to Landlord all accrued rent and other sums then due under this Lease. Then, until termination or
expiration of this Lease, Tenant shall be liable to Landlord for, and shall pay to Landlord, all rent, and all
other sums due under this Lease, offset by the amount, if any, of Landlord’s net income from the reletting
of the Premises, after deduction of all expenses of recovery of possession, of reletting, and of other
amounts chargeable to Tenant under this Lease. The amounts so owed by Tenant shall be paid by Tenant to
Landlord as billed or demanded from time to time, ether prior to or after the termination or expiration of
this Lease. If the net income to Landlord from reletting exceeds the amount of Tenant’s rentals during any
portion of the remaining Term, Landlord may retain the surplus, without interest, until the expiration or
termination of this Lease for application against any subsequent deficiency. Landlord at any time that an
Event of Default has occurred and is continuing may require of Tenant a Security Deposit (or increase in
any existing Security Deposit), or require other security, in an amount sufficient in Landlord’s sole
discretion, to secure the payment of rentals, for the remaining Term of this Lease. On termination or
expiration of this Lease, Tenant shall remain liable for, and shall pay to Landlord upon demand, any
deficiency by which the amounts for which Tenant is or becomes liable to Landlord under this Lease after
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crediting Tenant with payments received by Landlord from Tenant and from any net income from reletting
the Premises.
(d) Termination of Lease. Landlord may terminate this Lease by written notice to Tenant of
Landlord’s election to do so, whether or not Landlord has previously elected to continue the Lease in effect,
with or without re-entry. Upon Landlord’s notice of termination, Tenant immediately shall pay to Landlord
the amount of all accrued rentals and other sums due under this Lease to the date of termination together
with all amounts owed through the expiration of the Lease less amounts Tenant can prove could reasonably
and actually be avoided by Landlord.
(ii) Landlord’s Expenses and Damages. Landlord, in every case, shall be entitled to recover from
Tenant all of Landlord’s expenses, costs, and damages arising out of any Event of Default, including, but
not limited to advertising, brokerage fees, cleanup, repair, alterations, refurnishing, refurbishing, custodial,
and security expenses, bookkeeping and accounting costs, legal expenses (whether or not suit is brought),
and costs and expenses of litigation including expert witness fees.
(iii) Other Remedies and Rights. Landlord may exercise any other rights Landlord may have under
statute, regulation, common law, or generally in law or equity. Landlord may exercise any remedy without
court action, or by one or more court actions, and in exercising any remedy may obtain partial relief
without waiving its right to further relief. The exercise of any remedy by Landlord shall not waive
Landlord’s right to exercise any other remedy, provided, however, Landlord shall not be entitled to utilize
its remedies in such a manner that it be compensated more than once for the damages which it might incur
as a result of any breach by the Tenant under the Lease. No remedy herein conferred upon Landlord shall
be considered exclusive of any other remedy, but the same shall be cumulative and shall be in additions to
every other remedy given hereunder, or now or hereafter existing at law or in equity or by statute. No delay
or omission of Landlord to exercise any right or power arising from any default, shall impair any such right
or power, or shall be construed to be a waiver of any such default or an acquiescence therein.
(iv) Advances by Landlord. Should Tenant at any time default as provided above, then Landlord may,
at its election, without such default being remedies or cured, and if the default constitutes a hazard or
nuisance to others or endangers the security, position or rights of Landlord, rectify, remedy and/or cure
such default in whole or in part, and Landlord’s reasonable expenditures, costs, and expenses, including,
but not limited to attorney’s fees, in so doing, with interest thereon at the rate of ten percent (10%) per
annum from the date of any such expenditure or cost until paid, shall be due and payable on demand.
(v) Collection of Rentals from Sub-Tenants. If Tenant shall have sublet the Premises as permitted
herein and a default shall occur hereunder, Landlord may at its option, so long as default shall continue,
demand and receive the rental due or becoming due from such sub-tenant to Tenant, up to an amount
sufficient to pay all sums due from Tenant to Landlord, including, but not limited to, rentals and such costs
of Landlord in connection with such collection, and any such payment of such sub-rental to Landlord shall
be sufficient payment and discharge of such sub-tenant as between such sub-tenant and Tenant to the extent
of the amounts so paid.
(vi) No waiver by either party of the breach of any covenant of this Lease by the other party shall be
construed as a waiver of any preceding or succeeding breach of the same or any other covenant or
condition of this Lease, nor shall the acceptance of rent during any period in which Tenant is in default in
any respect, other than the payment of rent, be deemed to be a waiver of such default by Landlord.
(vii) In the event any monies become due and payable from Tenant to Landlord any payment is not
promptly made when due, then any and all sums unpaid shall bear interest at the rate of ten percent (10%)
per annum from the due date, except as may otherwise be provided herein.
(viii) No act or conduct of the Landlord, whether consisting of the acceptance of the keys to the
Premises, or otherwise, shall be deemed to be or constitute an acceptance by Landlord of the surrender of
the demised Premises by the Landlord prior to the expiration of the Term hereof, and such acceptance by
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the Landlord of surrender by the Tenant shall only flow from and must be evidenced by written
acknowledgment of acceptance of surrender signed by the Landlord.
SECTION 23.3 REMEDIES OF TENANT
(i) In the event of breach, default, or noncompliance hereunder by Landlord, Tenant shall, before
exercising any right or remedy available to it, give Landlord written notice of the claimed breach, default,
or noncompliance. If prior to its giving such notice Tenant has been notified in writing (by way of Notice
of Assignment of Rents and Leases, or otherwise) of the address of a lender which has furnished financing
that is secured by a mortgage or deed of trust on all or any portion of the Retail Center, concurrently with
giving the aforesaid notice to Landlord, Tenant shall, by registered mail, transmit a copy thereof to such
lender. For the thirty (30) days following such notice (or such longer period of time as may be reasonably
required to cure a matter which, due to its nature, cannot reasonably be remedied within thirty (30) days),
Landlord shall have the right to cure the breach, default, or noncompliance involved. If Landlord has failed
to cure a default within said period, any such lender shall have an additional thirty (30) days within which
to cure the same or, if such default cannot be cured within that period, such additional time as may be
necessary if within such thirty (30) day period said lender has commenced and is diligently pursuing the
actions or remedies necessary to cure the breach, default, or noncompliance involved (including, but not
limited to, commencement and prosecution of proceedings to foreclose or otherwise exercise its rights
under its mortgage or other security instrument, if necessary to effect such cure), in which event this Lease
shall not be terminated by Tenant so long as such actions or remedies are being diligently pursued by said
lender.
(ii) Anything in this Lease to the contrary notwithstanding, Tenant agrees that it shall look solely to
the estate and property of Landlord in the land and buildings comprising the Retail Center, and subject to
prior rights of any mortgages of the Retail Center or any part thereof, for the collection of any judgment (or
other judicial process) requiring the payment of money by Landlord in the event of any default or breach by
Landlord with respect to any of the terms, covenants, and conditions of this Lease to be observed and/or
performed by Landlord, and no other assets of Landlord or its members, managers, officers, directors, or
shareholders shall be subject to levy, execution, or other procedures for the satisfaction of Tenant’s
remedies.
ARTICLE 24 – INSOLVENCY OF TENANT
A. Tenant agrees that neither this Lease nor any interest of Tenant in the Premises or the improvements
thereon shall be subject to involuntary assignment, transfer or sale, or to assignment, transfer or sale by operation of
law in any manner whatsoever; and any such attempted voluntary assignment, transfer or sale shall be void and of
no effect. Without limiting the generality of the provisions of this Article, and to the extent not prohibited by federal
law, Tenant agrees that in the event any petitions or proceedings under the Federal Bankruptcy Act or any
amendment thereto are filed or commenced by or against Tenant, and if against Tenant, said proceedings shall not
be dismissed within thirty (30) days following commencement thereof, or in the event Tenant is adjudged insolvent
or makes an assignment for the benefit of its creditors, or if a writ of attachment or execution is levied on the
leasehold estate hereby created and is not released or satisfied within thirty (30) days thereafter, or if a receiver is
appointed in any proceeding or action to which Tenant is a party with authority to take possession or control of the
Premises or the business conducted thereon by Tenant and such receiver is not discharged within a period of thirty
(30) days after his appointment, any such event or any involuntary assignment shall constitute a breach of this Lease
by Tenant and, at the option of Landlord hereunder or as provided by law, Landlord may, at its option and without
notice of entry or other action of Landlord, terminate this Lease and also all rights of Tenant under this Lease and
any and all persons claiming under Tenant in and to the Premises. If any of the actions or proceedings referred to in
this Article 24 should occur with respect to any guarantor of this Lease, Landlord shall have the same options, rights
and remedies under this Article as though such action or proceeding had occurred with respect to Tenant.
B. Notwithstanding the provisions of subparagraph (A) hereof, if any provision of this Article 24 shall be
unenforceable by reason of any amendment to the federal bankruptcy law, and any trustee in bankruptcy elects to
assume or assign Tenant’s rights and obligations hereunder, Landlord may nonetheless terminate this Lease unless
such trustee (1) cures all defaults then existing hereunder, and (2) provides adequate assurances:
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(i) of the source of rent and other consideration due under this Lease;
(ii) that any percentage rent due under this Lease will not decline substantially;
(iii) that assumption or assignment of this Lease will not breach substantially any revision, such as a
radius, location, use or exclusivity provision, in any other Lease, financing agreement or master agreement
relating to the Retail Center; and
(iv) that assumption or assignment of this Lease will not disrupt substantially any Tenant mix or
balance in the Retail Center.
ARTICLE 25 – SURRENDER OF LEASE
The voluntary or other surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not work a merger,
and shall, at the option of Landlord, terminate all or any existing subleases or subtenancies, or may, at the option of
Landlord, operate as an assignment to Landlord of any or all of such subleases or subtenancies.
ARTICLE 26 – SALE OF PREMISES BY LANDLORD
In the event of any sale of the Retail Center, in which the demised Premises is located, by Landlord, or any other
assignment of this Lease, Landlord shall be and is hereby entirely freed and relieved of all liability under any and all
of the Landlord’s covenants and obligations contained in or derived from this Lease arising out of any act,
occurrence or omission occurring thereafter; and the assignee or purchaser, at such sale or any subsequent sale or
other assignee of this Lease, shall be deemed, without any further agreement between the parties or their successors
in interest or between the parties and only such assignee or purchaser, to have assumed and agreed to carry out any
and all of the covenants and obligations of the Landlord under this Lease.
ARTICLE 27 – ATTORNEYS FEES
In the event either party resorts to judicial proceedings to enforce any right under this Lease or to obtain relief for
the breach of any covenant hereof, the party ultimately prevailing in such proceedings shall be entitled to recover
from the defaulting party the costs of such proceedings, including reasonable attorneys’ fees as determined by the
court and not by a jury. In the event Landlord retains an attorney, due to a default of Tenant which does not result in
an adjudication, Tenant shall be liable, in addition to all other remedies provided hereunder, for the actual attorney’s
fees incurred by Landlord.
ARTICLE 28 – MORTGAGE SUBORDINATION & ATTORNMENT; FINANCIAL STATEMENTS
A. Upon written request of the Landlord, or any mortgagee or beneficiary of a deed of trust of Landlord,
Tenant shall forthwith, in writing, subordinate its rights hereunder to the interest of any ground lessor of the land
upon which the demised Premises are situated, as well as to the lien of any mortgage or deed of trust, now or
hereafter in force against the land and building of which the demised Premises are a part, and upon any buildings
hereafter placed upon the land of which the demised Premises are a part, and to all advances made or hereafter to be
made upon the security thereof.
B. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale
under any mortgage or deed of trust made by the Landlord covering the demised Premises, the Tenant shall attorn to
the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease.
C. Within ten (10) days after written request therefor by Landlord, or in the event that upon any sale,
assignment or hypothecation of the demised Premises or the land thereunder by the Landlord, an offset statement
shall be required from Tenant, Tenant agrees to deliver in recordable form a certificate addressed to any such
proposed mortgagee or purchaser or to the Landlord certifying that this Lease is in full force and effect (if such be
the case) and that there are no defenses or offsets thereto or stating those claimed by Tenant.
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D. Upon Landlord’s request, Tenant shall modify this Lease in accordance with the requirements of a
mortgagee or beneficiary of a deed of trust of Landlord provided such modification does not (i) increase the Base
Rent or additional rent, (ii) alter the Term or any renewal Term, (iii) materially adversely affect Tenant’s leasehold
estate, or (iv) change, alter or preclude Tenant’s continued uses, utilization and operations of the demised Premises,
the right to such use being expressly granted to Tenant as set forth in this Lease.
E. Prior to execution of this Lease, and if at any time during the Term Landlord requests in writing, Tenant
agrees within ten (10) days following Landlord’s written request to deliver to Landlord or to any Mortgagee
designated by Landlord, such financial statements of Tenant (including any Guarantor of Tenant’s obligations under
this Lease) as may be reasonably required by Landlord or such Mortgagee, to be used for the purpose of evaluating
Tenant’s financial condition. All such financial statements must be prepared in accordance with Tenant’s customary
accounting methods, and must be certified to be true and correct by Tenant (and such Guarantors, if applicable).
Landlord is authorized at any time and from time to time to obtain and review Tenant’s credit history and the credit
history of any Guarantor of this Lease based on information provided by a credit reporting agency.
ARTICLE 29 – REIMBURSEMENT
All covenants and terms herein contained to be performed by Tenant shall be performed by Tenant at Tenant’s
expense, and if Landlord shall pay any sum of money or do any act which requires the payment of money by reason
of the failure, neglect or refusal of Tenant to perform such covenant or term, the sum or sums of money so paid by
Landlord shall be considered as additional rental and shall be payable by Tenant to Landlord on the first of the
month next succeeding such payment, together with interest at the maximum rate permitted by law from the date of
payment.
ARTICLE 30 – LATE CHARGES AND INTEREST ON PAST DUE OBLIGATIONS
Tenant hereby acknowledges that late payment by Tenant to Landlord of any Base Rent, Tenant’s Share of
Operating Expenses, or any other sums due hereunder will cause Landlord to incur costs not contemplated by this
Lease, the exact amount of which will be extremely difficult to ascertain. Such costs include, but are not limited to,
processing and accounting charges, and late charges which may be imposed on Landlord by the terms of any
mortgage or Deed of Trust covering the property. Accordingly, if any installment of Monthly Base Rent, Operating
Expenses, or any other sum due from Tenant shall not be received by Landlord or Landlord’s designee within five
(5) days after such amount shall be due, then, without any requirement or notice to Tenant, Tenant shall pay to
Landlord a late charge equal to ten percent (10%) of such overdue amount. The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by
Tenant. Acceptance of such late charge by Landlord shall in no event constitute a waiver of Tenant’s default with
respect to such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies granted
hereunder. In the event that a late charge is payable hereunder, whether or not collected, for three (3) consecutive
installments of any of the aforesaid monetary obligations of Tenant, then Base Rent shall automatically become due
and payable quarterly in advance, rather than monthly, notwithstanding any other provision of this Lease to the
contrary. In addition to the late charge referred to above, any and all payments in arrears for more than ten (10) days
shall bear interest, from the due date, payable as additional rent to Landlord, at the rate of eighteen percent (18%)
per annum. Landlord shall have the right to require that Tenant pay any subs due hereunder in the form of a
Cashier’s Check or Money Order should any payments made by Tenant to Landlord be returned to Landlord for any
reason. Tenant shall pay to Landlord a charge of One Hundred and 00/100 Dollars ($100.00) for each dishonored
check from Tenant returned to Landlord.
ARTICLE 31 – QUIET ENJOYMENT
Landlord covenants that upon paying the rentals and keeping and performing all of the terms, covenants and
conditions of this Lease, Landlord will do nothing which will prevent Tenant from peaceably and quietly enjoying,
holding and occupying the demised Premises during the Term of this Lease. This covenant shall not extend to any
disturbance, act or condition brought about by any other tenant in the Retail Center of which the demised Premises
are a part.
ARTICLE 32 – WAIVER
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No covenant, term or condition of this Lease shall be waived except by written waiver of Landlord, and the
forbearance or indulgence by Landlord in any regard whatsoever shall not constitute a waiver of the covenant, term
or condition to be performed by Tenant to which the same shall apply, and until complete performance by Tenant of
such covenant, term or condition, Landlord shall be entitled to invoke any remedy available under this Lease or by
law despite such forbearance or indulgence. The waiver by Landlord of any breach or term, covenant or condition
hereof shall apply to and be limited to the specific instance involved and shall not be deemed to apply to any other
instance or to any subsequent breach of the same or any other term, covenant or condition hereof.
ARTICLE 33 – SUCCESSORS IN INTEREST
The covenants herein contained shall, subject to the provisions as to assignment and subletting, apply to and bind the
heirs, successors, executors, administrators and assigns of Tenant; and all of the persons or entities executing this
Lease on behalf of Tenant shall be jointly and severally liable hereunder. No assignment by Tenant will relieve
Tenant or any Guarantor from their respective obligations.
ARTICLE 34 – TENANT’S PERFORMANCE
In the event Tenant shall fail within any time limits which may be provided herein to complete any work or perform
any other requirements to be performed by Tenant to the Premises prior or during the Term hereof, or in the event
Tenant shall cause a delay in the completion of any work, Landlord may send Tenant written notice of said default
and if said default is not corrected within ten (10) days thereafter, Landlord may by written notice prior to curing of
said default terminate this Lease in addition to all other rights and remedies of Landlord. In such event and at the
sole and absolute discretion of Landlord, Landlord shall be entitled to retain as liquidated damages all deposits made
hereunder and such improvements as Tenant may have annexed to the realty that cannot be removed without
damage thereto.
ARTICLE 35 – FORCE MAJEURE
If either party hereto shall be delayed or prevented from the performance of any act required hereunder by reason of
acts of God, strikes, lockouts, labor troubles, civil disorder, inability to procure materials, restrictive governmental
laws or regulations or other cause without fault and beyond the control of the party obligated (financial inability
excepted), performance of such act shall be excused for the period of delay and the period for the performance of
any such act shall be extended for a period equivalent to the period of such delay; provided, however, nothing in this
Article 34 contained shall excuse Tenant from the prompt payment of any rental or other charge required of Tenant
hereunder except as may be expressly provided elsewhere in this Lease.
ARTICLE 36 – PARTIAL INVALIDITY
If any term, covenant, condition or provision of this Lease is held by a court of competent jurisdiction to be invalid,
void or unenforceable, the remainder of the provisions hereof shall remain in full force and effect and shall in no
way be affected, impaired or invalidated thereby.
ARTICLE 37 – MARGINAL CAPTIONS
The various headings and numbers herein and the grouping of the provisions of this Lease into separate articles and
paragraphs are for the purpose of convenience only and shall not be considered a part hereof.
ARTICLE 38 – TIME
Time is of the essence with respect to each and every provision of this Lease.
ARTICLE 39 – MEMORANDUM OF LEASE
Tenant agrees that they will not record this lease or any memorandum thereof without first obtaining the written
approval of Landlord and paying all the costs associated therewith including any fees incurred by Landlord for legal
review thereof.
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ARTICLE 40 – NOTICES
Wherever in this Lease it shall be required or permitted that notice or demand be given or served by either party to
this Lease to or on the other, such notice or demand shall be given or served and shall not be deemed to have been
duly given or served unless in writing and hand delivered or mailed by certified mail, addressed as in Article 1.
Either party may change such address by written notice given in accordance with this provision. Notice or demand
shall be deemed completed three (3) days after deposit thereof in the United States certified mail, postage prepaid,
with a service that provides tracking or, if delivered in person, upon receipt thereof by the above named individual
or a person of suitable age and discretion employed or residing at the above address.
ARTICLE 41 – EMINENT DOMAIN
A. If the whole of the demised Premises shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose or otherwise transferred in lieu thereof, than the Term of this Lease shall cease and
terminate as of the date of title vesting in such proceeding and all rentals shall be paid up to that date and Tenant
shall have no claim against Landlord for the value of any unexpired Term of this Lease.
B. If the whole of the common parking areas in the Retail Center shall be acquired or condemned by eminent
domain for any public or quasi-public use or purpose or otherwise transferred in lieu thereof, then the Term of this
Lease shall cease and terminate as of the date of title vesting in such proceeding unless Landlord shall take
immediate steps to provide other parking facilities substantially equal to the previously existing ratio between the
common parking areas and the demised Premises, and such substantially equal parking facilities shall be provided
by Landlord at its own expense within ninety (90) days from the date of acquisition. In the event that Landlord shall
provide such other substantially equal parking facilities, then this Lease shall continue in full force and effect. In any
event, Tenant shall have no claim against Landlord for the value of any unexpired term of this Lease.
C. If any part of the demised Premises shall be acquired or condemned by eminent domain for any public or
quasi-public use or purpose or otherwise transferred in lieu thereof, and in the event that such partial taking,
condemnation or transfer shall render the demised Premises unsuitable for the business of the Tenant, then the term
of this Lease shall cease and terminate as of the date of title vesting in such proceeding and Tenant shall have no
claim against Landlord for the value of any unexpired term of this Lease. In the event of a partial taking or
condemnation which is not extensive enough to render the demised Premises unsuitable for the business of the
Tenant, the Landlord shall promptly restore the demised Premises to a condition comparable to its condition at the
time of such condemnation less the portion lost in the taking, and this Lease shall continue in full force and effect,
and the Base Rent shall be reduced in proportion to the rentable area of the demised Premises so taken.
D. If any part of the parking area in the center shall be acquired or condemned by eminent domain for any
public or quasi-public use or purpose or otherwise transferred in lieu thereof and if, as the result of such partial
taking, the ratio of square feet of parking field to square feet of the leasable area of the entire center is reduced to a
ratio below the ratio required by the governmental entity having jurisdiction thereof, then the term of this Lease shall
continue in full force and effect unless the governmental entity forces the closing of the center, in which event this
Lease shall cease and terminate on the date of title vesting in such proceeding. In the event of such closing, Tenant
shall have no claim against Landlord for the value of any unexpired term of this Lease.
E. In the event of any condemnation, taking or transfer as hereinbefore provided, whether whole or partial, the
Tenant shall not be entitled to any part of the award, as damages or otherwise, for such condemnation and Landlord
is to receive the full amount of such award, the Tenant hereby expressly waiving any right or claim to any part
thereof, including, without limitation, any rights contained in Arizona Revised Statutes Section 33-343.
F. Although all damages in the event of any condemnation are to belong to the Landlord, Tenant shall have
the right to claim and recover from the condemning authority, but not from Landlord, such compensation as may be
separately awarded or recoverable by Tenant in Tenant’s own right on account of any and all damage to Tenant’s
business by reason of the condemnation and for or on account of any cost or loss to which Tenant might be put in
removing Tenant’s merchandise, furniture, fixtures, leasehold improvements and equipment.
ARTICLE 42 – INDEMNITY
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In addition to the other indemnity obligations of Tenant hereunder, Tenant shall indemnify, protect, defend, and hold
harmless Landlord from and against any and all claims arising from Tenant’s use of the Premises, or from the
conduct of Tenant’s business or from any activity, work or things done, permitted or suffered by Tenant in or about
the Premises, the Retail Center, or elsewhere and shall further indemnify, protect, defend, and hold harmless
Landlord 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 act or omission of
Tenant, or any of Tenant Parties, and from and against all costs, attorney’s fees, expenses and liabilities incurred in
the defense of any such claim or any action or proceeding brought thereon; and in case any action or proceeding be
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 and Landlord shall cooperate with Tenant in such
defense. Tenant, as a material part of the consideration to Landlord, hereby assumes all risk of damage to property
of Tenant or injury to persons, in, upon or about the Retail Center arising from any cause and Tenant hereby waives
all claims in respect thereof against Landlord.
ARTICLE 43 – EXEMPTION OF LANDLORD FROM LIABILITY
Tenant hereby agrees that Landlord shall not be liable for injury to Tenant’s business or any loss of income
therefrom or for damage to the goods, wares, merchandise or other property of Tenant or any Tenant invitee or any
other person in or about the Premises or the Retail Center, nor shall Landlord be liable for injury to the person of
Tenant or any Tenant invitee, whether such damage or injury is caused by or results from fire, steam, electricity, gas,
water or rain, or from the breakage, leakage, obstruction or other defects of pipes, sprinklers, wires, appliances,
plumbing, air conditioning or lighting fixtures, or from any other cause whether said damage or injury results from
conditions arising upon the Premises or upon other portions of the Retail Center, or from other sources or places and
regardless of whether the cause of damage or injury or the names of repairing the same is inaccessible to Tenant.
Landlord shall not be liable for any damages arising from any act or neglect of any other tenant, occupant or user of
the Retail Center, nor from the failure of Landlord to enforce the provisions of any other lease of the Retail Center.
ARTICLE 44 – ESTOPPEL CERTIFICATE
A. Each party (as “responding party”) shall at any time upon not less than ten (10) days prior written notice
from the other party (“requesting party”) execute, acknowledge and deliver to the requesting party a statement in
writing (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full force and effect) and the date to which the
rent and other charges are paid in advance, if any, and (ii) acknowledging that there are not, to the responding
party’s knowledge, any uncured defaults on the part of the requesting party, or specifying such defaults if any are
claimed. Any such statement may be conclusively relied upon by any prospective purchaser or encumbrancer of the
Premises or of the business of the requesting party.
B. At the requesting party’s option, the failure to deliver such statement within such time shall be a material
default of this Lease by the party who is to respond, without any further notice to such party, or it shall be
conclusive upon such party that (i) this Lease is in full force and effect, without modification except as may be
represented by the requesting party, (ii) there are no uncured defaults in the requesting party’s performance, and (iii)
if Landlord is the requesting party, not more than one month’s rent has been paid in advance.
C. If Landlord desires to finance, refinance, or sell the Property, or any part thereof, Tenant hereby agrees to
deliver to any lender or purchaser designated by Landlord such financial statements of Tenant as may be reasonably
required by such lender or purchaser. Such statements shall include the past three (3) years’ financial statement of
Tenant. All such financial statements shall be received by Landlord and such lender or purchaser in confidence and
shall be used only for the purposes herein set forth.
ARTICLE 45 – WAIVERS
No waiver by Landlord of any provision hereof shall be deemed a waiver of any other provision hereof or of any
subsequent breach by Tenant of the same or any other provision. Landlord’s consent to, or approval of, any act shall
not be deemed to render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act by
Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach by Tenant of
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any provision hereof, other than the failure of Tenant to pay the particular rent so accepted, regardless of Landlord’s
knowledge of such preceding breach at the time of acceptance of such rent.
ARTICLE 46 – SECURITY MEASURES
Tenant hereby acknowledges that Landlord shall have no obligation whatsoever to provide guard service or other
security measures for the benefit of the Premises or the Retail Center. Tenant assumes all responsibility for the
protection of Tenant, its agents, and invitees and the property of Tenant and of Tenant’s agents and invitees from
acts of third parties. Nothing herein contained shall prevent Landlord, at Landlord’s sole option, from providing
security protection for the Retail Center or any part thereof, in which event the cost thereof shall be included within
the definition of Operating Expenses.
ARTICLE 47 – EASEMENTS
Landlord reserves to itself the right, from time to time, to grant such easements, rights and dedications that Landlord
deems necessary or desirable, and to cause the recordation of parcel maps and restrictions, so long as such
easements, rights, dedications, maps and restrictions do not unreasonably interfere with the use of the Premises by
Tenant. Tenant shall sign any of the aforementioned documents upon request of Landlord and failure to do so shall
constitute a material default of this Lease by Tenant without the need for further notice to Tenant.
ARTICLE 48 – REAL ESTATE BROKER
Sean Bishop of Lee & Associates Arizona represents the Landlord in this Lease transaction and Anthony Ruiz of
SVN/Desert Commercial Advisors represents Tenant in this Lease transaction. Each party hereby indemnifies and
holds the other party harmless from any claim for broker’s commissions or finders’ or other fees by a broker or
finder. This indemnification shall survive the termination or expirations of this Lease. Any commission to the
brokers listed above are handled by separate agreement.
ARTICLE 49 – GENERAL
A. This Lease shall be construed in accordance with the laws of the State of Arizona and venue for any action
shall be in Maricopa County, Arizona, each party hereby submitting to such jurisdiction.
B. Notwithstanding anything herein to the contrary, it is agreed and understood by the parties hereto that
nothing contained in this Lease shall be deemed to create any relationship other than that of Landlord and Tenant.
C. This Lease, and any Exhibits attached hereto, set forth all the covenants, promises, agreements, conditions
or undertakings, either oral or written, between the Landlord and Tenant. Except as herein otherwise provided, no
subsequent alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless
reduced to writing and signed by both parties.
D. Landlord reserves the absolute right to effect such other tenancies in the Retail Center as Landlord, in the
exercise of its sole business judgment, shall determine to best promote the interests of the Retail Center. Tenant does
not rely on the fact, nor does Landlord represent, that any specific Tenant or number of Tenants shall during the
Term of this Lease occupy any space in the Retail Center. This Lease is and shall be considered to be the only
agreement between the parties hereto and their representatives and agents. All negotiations and oral agreements
acceptable to both parties have been merged into and are included herein. There are no other representations or
warranties between the parties and all reliance with respect to representations is solely upon the representations and
agreements contained in this document.
E. Tenant hereby expressly waives any and all rights of redemption granted by or under any present or future
laws in the event of Tenant being evicted or dispossessed for any cause, or in the event of Landlord obtaining
possession of the Premises by reason of the violation by Tenant of any of the covenants and conditions of this Lease
or otherwise. The rights given to Landlord herein are in addition to any rights that may be given to Landlord
hereunder, at law, or in equity.
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F. Tenant agrees that this lease is subordinate to any Conditions, Covenants and Restrictions, Condominium
Declaration, or similar document and agrees to abide by all rules and regulations within such documents if
applicable. Landlord agrees that it has provided a full copy of any such documents to Tenant at or before the full
execution of the Lease document.
G. Tenant agrees not to discuss negotiated terms with anyone other than Landlord or Landlord’s
representative.
H. Acceptance of a payment which is less than the amount due shall not be a waiver of Landlord’s rights to the
balance of such rent, regardless of Landlord’s endorsement of any check so stating. No payment by Tenant or
receipt by Landlord of a lesser amount than the monthly rent and other sums due hereunder shall be deemed to be
other than on account of the earliest rent or other sums due, nor shall any endorsement or statement on any check or
accompanying any check or payment be deemed an accord and satisfaction; and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance of such rent or other sum or pursue any other
remedy provided in this Lease.
I. In the event that any invoice prepared by Landlord is inaccurate such inaccuracy shall not constitute a
waiver and Tenant shall be obligated to pay the amount set forth in this lease. Payments will be applied first to
accrued late charges and attorney fees, second to accrued interest, then to Base Rent and Operating Expenses and
any remaining amount to any other outstanding charges or costs.
J. Unless otherwise specifically indicated to the contrary, the word “days” as used in this Lease shall mean
and refer to calendar days.
ARTICLE 50 – NUMBER, GENDER
Whenever herein the singular number is used, the same shall include the plural and words of any gender shall
include each other gender.
ARTICLE 51 – MERCHANTS’ ASSOCIATION OR PROMOTIONAL FUND
If Landlord forms a merchants’ association or promotional fund to promote and enhance the Retail Center, Tenant
agrees to join as a member and participate therein on the same terms as those on which tenants of the Retail Center
join and participate, not to exceed One and no/100 Dollars ($1.00) per square foot of Tenant’s floor area per calendar
year which amount may increase each calendar year as reasonably determined by Landlord.
ARTICLE 52 – REFUSE
A. Tenant shall procure adequate trash removal and disposal services, including but not limited to liquid and
solid waste for its operation and pay all charges therefore, and shall indemnify Landlord against any liability or
damages on such account. Tenant shall deposit all trash and garbage in appropriate exterior receptacles and shall
schedule regular pick-ups in accordance with any applicable laws or regulations. Tenant acknowledges that there is
a designated area for trash dumpsters for the Building and that tenants of the Premises must coordinate with
Landlord the location of their respective dumpsters within said area, or make arrangements to share trash dumpsters
and trash removal costs amongst said tenants on an equitable basis. To the extent directed by Landlord, Tenant
covenants and agrees to cooperate with all retail tenants of the Premises with regard to trash disposal services.
Notwithstanding the foregoing, if any hazardous substances, the disposal of which is regulated by law, are at any
time located at the Premises and are owned by or under the control of Tenant, then (i) Tenant shall immediately so
inform Landlord in writing; (ii) Tenant shall not dispose of the same through common exterior receptacles or any
means provided or controlled by Landlord; and (iii) Tenant at its own expense, shall itself dispose of the same and
shall comply with all applicable law in connection therewith.
ARTICLE 53 – CONSTRUCTION OF TENANT’S IMPROVEMENTS
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A. Tenant’s Work. Tenant shall, at its own cost and expense complete all of the Tenant’s Work (as defined in
the Work Letter Agreement attached hereto as Exhibit B), which is incorporated herein by this reference and
obligates Tenant to construct new improvements in the Premises in accordance with plans and specifications
therefor that have been approved by Landlord and by the applicable governmental authorities (the “Tenant’s
Specifications"). Tenant agrees to submit its initial construction drawings to the City of Phoenix within thirty (30)
days after the execution of this Lease and to thereafter continue to diligently prosecute the completion of the
Tenant’s Work or it will be deemed in default hereunder. Tenant agrees to complete the Tenant’s Work within one
hundred Fifty (150) days after Landlord delivers the Premises to Tenant with completion of the Landlord’s Work.
B. Landlord grants to Tenant a Tenant Improvement Allowance of up to Fifty-Five Dollars ($55.00) per
square foot of the Premises to reimburse Tenant for some costs of the construction of Tenant’s Work. Tenant
acknowledges and agrees the Tenant’s Work will likely exceed the Tenant Improvement Allowance and Tenant
remains solely responsible for all costs and fees associated with the Tenant’s Work even such costs and fees in
excess of the Tenant Improvement Allowance. The tenant Improvement Allowance is to be paid by Landlord to
Tenant within thirty (30) days after (i) the following conditions have been satisfied, and (ii) Landlord has received
notice of such fact:
(a) All of Tenant’s Work has been fully completed and finally inspected by applicable governmental
authority, Tenant’s signage in accordance with city regulations and Landlord policies has been installed and is
operational, and a permanent certificate of occupancy form the City of Phoenix has been issued, and Tenant has
delivered to Landlord a certification from Landlord’s roofing consultant stating that all roof penetrations have been
properly sealed and Landlord’s roof warranty remains in full force and effect;
(b) Receipted (i.e., paid) invoices indicating the total actual costs of Tenant’s Work, and all final and
unconditional lien waivers from suppliers, laborers, materialmen, contractors and subcontractors have been obtained
and provided to Landlord;
(c) Tenant has supplied to Landlord acceptable “as built” drawings for any modifications to the shell,
structure, roof, mechanical, plumbing, fire protection, or electrical systems;
(d) Tenant’s signs have been installed and photographic evidence has been submitted to Landlord
confirming installation in the correct location(s);
(e) Tenant has signed all documentation reasonably required by Landlord to accept possession of the
Premises, has opened the Premises for business to the public as a fully fixtured, stocked and staffed store, has paid
all of its financial obligations to Landlord to date under the Lease, and has not committed any act which with notice
or the passage of time or both would constitute a default; and,
(f) If Tenant has utilized Landlord or a Landlord’s affiliate or consultant to manage the Tenant’s
Work, Tenant has paid all of its management fees owed to Landlord or its applicable affiliate.
Notwithstanding the foregoing, the amount of the Tenant Improvement Allowance payable by Landlord will not
exceed the total actual costs of Tenant’s Work, and no portion of the Tenant Improvement Allowance may be
applied by Tenant to purchase furniture, fixtures, equipment or other personal property. If Tenant does not utilize the
full Tenant Improvement Allowance but has otherwise completed all of Tenant’s Work and otherwise satisfied the
terms and conditions related to Tenant’s Work, Landlord will credit such unused portion of the Tenant Improvement
Allowance towards payment of Base Rent next coming due.
ARTICLE 54 – ENVIRONMENTAL MATTERS
Tenant will not cause or permit the storage, treatment or disposal of any Hazardous Substances in, on, or about the
Premises. Tenant will not permit the Premises to be used or operated in a manner that may cause contamination by
any Hazardous Substances. Tenant will be solely responsible for and will defend, indemnify, and hold Landlord, its
agents and employees harmless from and against all direct and indirect claims, costs, and liabilities, including
attorney’s fees and costs, arising out of or in connection with Tenant’s introduction of Hazardous Substances to the
Premises or arising out of or in connection with Tenant’s breach of its obligations in this Article. The term
35
“Hazardous Substances” in this Lease shall mean and include flammables, explosives, radioactive materials,
asbestos, polychlorinated biphenyls (PCBs), chemicals known to cause cancer or reproductive toxicity, pollutants,
contaminants, hazardous wastes, toxic substances or related materials, petroleum and petroleum products, and
substances declared to be hazardous or toxic under any law or regulation now or hereafter enacted or promulgated
by any governmental authority. The obligations of this Article shall survive the expiration or other termination of
this Lease.
ARTICLE 55 – RENEWAL OPTION
Tenant will have the option to renew this Lease for two (2) option periods of five (5) years, which shall begin at the
end of the term of this Lease (the “Renewal Term”). Tenant must exercise the option with respect to the Renewal
Term by giving notice in writing of exercise (“Tenant’s Renewal Notice”) to Landlord on or before the date that is
not less than 180 days prior to the end of the Term of this Lease. Tenant will have no right to exercise this option if
Tenant’s Renewal Notice is not timely delivered, or if an uncured event of default exists at the time the notice is
delivered. The Base Rent during the Renewal Term shall be at the then agreed upon Fair Market Value (“FMV”).
Landlord shall give to tenant the FMV after Tenant has given notice to exercise this option no less than 120 days
prior to the lease expiration. Tenant shall then have forty-five (45) days to accept or reject the FMV. Should tenant
choose to reject the FMV rate neither tenant nor landlord shall be under any obligation to renew the lease. Tenant’s
share of operating expenses, NNN costs and taxes shall be assessed as provided for in Article 6 of the Lease.
IN WITNESS WHEREOF, the parties have duly executed this Lease together with the herein referred to
exhibits which are attached hereto, the day and year first above written.
Executed on _____________, 2022.
LANDLORD: TENANT:
ARCADIA 33, LLLP, MO&RI HAIR BAR, LLC
an Arizona limited liability limited partnership an Arizona limited liability company
By: By:
Name: Name: _____________________________
Its: Its: ________________________________
A-1
EXHIBIT A
SITE PLAN AND LEGAL DESCRIPTION
A-1
B-8
EXHIBIT B
DESCRIPTION OF LANDLORD’S WORK AND TENANT’S WORK
(Gray Shell)
A. Design: As soon as reasonably possible, Tenant agrees, at its own cost and expense, to provide Landlord
with full construction drawings of the Premises. Tenant’s construction drawings will be prepared by an architect
licensed in the state where the Premises are located and will in all respects be subject to the approval of the
Landlord.
B. Site & Exterior Building Shell: Existing.
C. Work at Landlord’s Cost and Expense (“Landlord’s Work”): Landlord agrees, at its sole cost and expense,
to furnish and install only the following items:
1. STOREFRONT: Existing.
2. CEILINGS: By Tenant as needed.
3. WATER AND
SEWER:
Cold water and sewer service connections will be available to the Premises.
4. HVAC: One (1) existing ZHB048S4B PKGHP/4 TON/230-3 roof-mounted HVAC
unit. Electrical conduit from disconnect mounted on HVAC unit stubbed
below roof deck for connection by Tenant. All air distribution system(s)
shall be Tenant’s responsibility
5. ELECTRICAL: Empty conduit for One (1) 200 amp, three (3) phase service. Empty conduit
and j-box to Tenant’s exterior sign location on the front elevation of the
Premises. Meter, panel, feeder wire, switch and fuses will be the
responsibility of the Tenant.
6. GAS: By Tenant as needed.
7. INSULATION: Existing. Landlord provided 4” Polyiso Insulation on top of 1-1/2” metal roof
decking. Tenant to provide all metal stud furring & wall insulation including
demising wall.
8. FIRE SPRINKLER: Automatic fire sprinkler system throughout the Premises in accordance with
Landlord’s plans, local code and engineering requirements. This system
includes uprights only and does not include any sprinkler heads. Tenant is
responsible for installing any additional fire or alarm systems, lights, etc., that
are required by Code or Landlord. Modifications (additions, relocations,
raising or lowering) to standard system to accommodate Tenant’s requirements
or plans are to be done by Landlord’s fire sprinkler contractor but at Tenant’s
expense in accordance with Code.
9. FLOORS: 10’ slab leave out in rear of suites for future sewer/water connections. Tenant
shall be responsible for leave out slab pour back.
B-8
10. TELEPHONE: By Tenant
Landlord’s sole obligation with reference to the Premises is to furnish and install Landlord’s Work hereinabove set
forth. In the event Tenant desires any other work, including Tenant’s Work hereinafter defined to be furnished and
installed, the cost and expense thereof will be borne solely by Tenant.
D. Work at Tenant’s Cost and Expense (“Tenant’s Work”): All work not specified in Section “B” hereinabove
is “Tenant’s Work”. Tenant’s Work is in all respects subject to the approval of Landlord. It is specifically
acknowledged by Tenant that all costs and expenses in connection with Tenant’s Work will be borne by Tenant.
E. As Is: (a) Tenant has inspected the Premises and accepts them in “as is” condition as of the Lease
Commencement Date; and (b) Landlord shall have no responsibility or obligation to effect any
improvements, repairs, alterations or additions except as identified in this Lease. Except as set forth in the
Lease, Landlord expressly disclaims any and all warranties with respect to the Premises, including but not
limited to warranties of suitability and fitness for a particular purpose.
F. Tenant’s Work
(I) Tenant’s Work. Tenant agrees to perform or cause to be performed any and all acts necessary or
appropriate to completely construct and furnish the Premises to permit the same to be fully utilized
for the Permitted Use and in accordance with all of the terms of this Lease (“Tenant’s Work”),
including, but not limited to, the work described below, which shall be completed by Tenant to
Landlord’s reasonable satisfaction, at Tenant’s sole expense, subject to reimbursement out of the
Tenant Improvement Allowance as defined in Article 54.
As inducement for Landlord entering into the Lease, Tenant specifically agrees to construct and
install in accordance herewith to lien-free completion in a good and workmanlike manner and in
accordance with law and “code”:
a. New trade fixtures;
b. Additional equipment which Tenant’s line of business typically requires; and
c. Any additional lighting, electrical requirement, plumbing requirement, air
conditioning requirement, or finish of any kind which Tenant’s business may require. All
operating and maintenance cost of utilities and equipment will be by Tenant.
Any changes requested by Tenant in the standard store finish specification or typical shop floor
plan provided under this Exhibit B shall be made at the sole cost and expense of Tenant and shall
be constructed in accordance with all city, state, and federal codes. Any changes must be
furnished to Landlord for approval at least ten (10) days before construction begins or within thirty
(30) days of the Effective Date of the Lease, whichever occurs first, together with the name of the
contractor to perform such work. Tenant shall notify Landlord of any proposed changes to
Tenant’s finish via a drawing containing proper specification by an architect and/or engineer
licensed by the appropriate state.
Notwithstanding the foregoing, all roof penetrations and roof restoration, all work affecting
supporting walls, columns and other support elements, the foundation or the fire sprinkler or life
safety systems, if any of the same shall be permitted by Landlord, shall be performed at Tenant’s
expense by such contractor as Landlord may designate. Upon completion of such work, Tenant
shall cause said contractor to furnish a letter addressed to Landlord stating that Tenant’s Work has
been performed and completed in accordance with Tenant’s plans and specifications as approved
B-8
by Landlord and applicable governmental authority and, if applicable, that the same has not
affected the warranty or insurability of the Retail Center roof.
(II) Tenant’s Plans and Specifications.
(1) Tenant shall provide Landlord with four (4) sets of such plans and specifications duly
sealed and signed by a registered architect licensed in the state in which the Retail Center
is located containing, in the minimum, the following information (unless otherwise
specifically agreed in writing by Landlord):
(a) Floor Plan 1/8” scale
(b) Overall Sections 1/8” scale
(c) Storefront and Interior Elevations 1/8” scale
(d) Sections of Partition Types 1/2” scale
(e) Details of Special Conditions 1-1/2” scale
(f) Door Schedule w/Door & Head Details 1-1/2” scale
(g) Finish Schedule 1-1/2” scale
(h) Sign Drawings and Details 1-1/2” scale
(i) Electrical, Plumbing and Mechanical Plans indicating items not presently existing
(j) Outline specifications covering all Tenant’s Work, including additional plans
drawn to suitable scale indicating additional items of construction not specifically
mentioned above.
(k) Sprinkler plans (if applicable)
(l) Electrical load calculations and riser diagrams, if other than existing
(m) HVAC load calculations and air conditioning unit specifications, if other than
existing
(n) Number, location and size of all proposed roof openings and penetrations, with
complete data on the operating weight and load support plan for all equipment
located within the Retail Center.
(2) Landlord shall either: (a) evidence its approval by initialing one (1) set of said plans and
specifications and returning such initialed set to Tenant; or (b) refuse such approval if
Landlord shall determine that the same: (i) do not conform to Landlord’s criteria; or (ii)
would subject Landlord to any additional cost, expense or liability or would subject the
Premises or Retail Center to any violation of law, fine, or penalty; or (iii) would in any
way adversely affect the reputation, character or nature of the Premises or Retail Center;
or (iv) would provide for or require any installation or work which is or might be
unlawful or create an unsound or dangerous condition or adversely affect the structural
soundness of the Premises or the building of which the Premises are a part; or (v) would
interfere with or abridge the use and enjoyment of any adjoining space in the building in
which the Premises are located. If Landlord does not approve said plans and
specifications, Landlord shall advise Tenant of those revisions or corrections which
Landlord requires and Tenant shall, within ten (10) days thereafter, submit proposed
plans and specifications, so revised or corrected as to satisfy Landlord’s requirements, to
Landlord for its approval. Tenant shall furnish to Landlord any further information
concerning plans and specifications within ten (10) days after Landlord’s request
therefor. Tenant shall make no changes in such approved plans and specifications
without Landlord’s prior written consent.
(3) Tenant, at its sole expense, shall obtain all necessary demolition, building and other
permits and approvals from the applicable governmental authorities having jurisdiction,
based upon the approved plans and specifications. Tenant, at its sole expense, shall also
obtain any necessary permits and approvals from all utility companies for any
connections required by Tenant and shall pay any fees relating thereto. Upon issuance of
such permits and approvals and payment of fees therefor, Tenant shall supply Landlord
with copies of all of the same, together with a complete set of Tenant’s plans and
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specifications, properly stamped and approved by the aforementioned governmental
authorities and utility companies.
(4) Where approved final plans and specifications are in conflict with this Exhibit B, the
terms of Exhibit B shall prevail.
(III) Tenant’s Construction.
(1) All Tenant’s Work shall be performed and constructed in accordance with plans and
specifications fully approved as provided in Section (II) of this Exhibit B and with any
other criteria furnished by Landlord.
All construction by Tenant shall comply in every respect with all applicable building, fire
and underwriter’s codes and shall be completed in a first class, workmanlike manner,
using new materials, fixtures and equipment. All Tenant’s Work will be performed by
contractors selected by Tenant duly licensed in the state in which the Retail Center is
located; provided that they are approved in writing in advance by Landlord.
(2) Tenant shall commence construction of the Premises not later than seven (7) days after
the date on which Landlord approves plans and specifications for the Premises. If any
such portion of Tenant’s Work (including plans and specifications) is not furnished by
Tenant to Landlord within the required time periods in form to permit approval by
Landlord, then Landlord may at its option at any time while Tenant is in default of this
provision, in addition to any and all other remedies provided in the Lease, after not less
than ten (10) days’ notice to Tenant, terminate all rights of possession of Tenant, if any;
provided that Tenant shall remain liable for all obligations arising during the Term as
provided in the Lease. In addition, if Landlord determines that Landlord and Tenant are
unable to agree upon plans and specifications, Landlord shall have the option, upon ten
(10) days’ prior written notice to Tenant, to declare the Lease null and void and of no
further force or effect, in which event the Lease shall terminate on the date specified in
such notice.
(3) All Tenant’s Work and all disbursements of money, shall be effectuated in accordance
with the following procedures and conditions:
(a) Tenant’s contractor and Tenant shall prepare or cause to be prepared a contract
wherein the contractor shall agree to complete Tenant’s Work in accordance
with the approved plans and specifications.
(b) Said contract shall be in the form of the current edition of Document A101 or
Document A107 of the American Institute of Architects, shall be subject to
Landlord’s prior written approval and shall provide, among other things, as
follows:
(i) That notwithstanding anything contained in the contract documents to
the contrary, the contractor will perform the work and furnish the
materials required therefor on the sole credit of Tenant; that no lien for
labor or materials will be filed or claimed by the contractor against the
Premises or the Retail Center of which the Premises are a part;
(ii) That said contractor shall furnish a bond in compliance with the terms
of Section 2(C)(7) of this Exhibit B, if required by Landlord;
(iii) That said contractor shall furnish Tenant and Landlord with certificates
of insurance evidencing (a) Statutory Workers’ Compensation limits
B-8
and Employer’s Liability limits of $1,000,000 each accident,
$1,000,000 disease-policy limit, $1,000,000 disease each employee; (b)
Commercial General Liability including products and completed
operations coverage, premises liability, blanket contractual liability
including contractor’s indemnity agreements, personal injury
employees exclusion deleted. Limits of $1,000,000 per occurrence
Bodily Injury and Property Damage and $2,000,000 aggregate; (c)
Causes of Loss-Special Form builders risk insurance in the full amount
of the contract sum; and (d) Commercial Auto Liability including
owned, non-owned, or hired vehicles: $1,000,000 Combined Single
Limit. All of said certificates of insurance shall name as additional
named insured parties Landlord and other parties designated by
Landlord, and shall carry an endorsement insuring the following
contractual liability, which shall be imposed upon the contractor by the
construction contract:
The contractor shall be responsible from the time of its signing the
contract or from the time of the beginning of the first work, whichever
shall be earlier, for all injury or damage of any kind to person or
property resulting from the work, in addition to the liability imposed
upon the contractor on account of personal injury (including death) or
property damage suffered through the contractor’s negligence, which
liability is not impaired or otherwise affected hereby. The contractor
hereby assumes the obligation to save Landlord harmless and to
protect, defend and indemnify Landlord from every expense, liability,
or payment arising out of or through injury (including death) to any
person or persons or damage to property or any person at any place in
which work is located arising out of or suffered through any act or
omission of the contractor or any subcontractor, or any one either
directly or indirectly employed by or under the supervision of any of
them in the prosecution of the work included in this contract;
(iv) That the contractor at all times shall keep the Premises and adjacent
areas free from accumulation of waste materials or rubbish caused by
its operation and shall be responsible for initiating, maintaining and
supervising safety precautions and programs in connection with the
work and shall take all reasonable precautions for the safety of, and
shall provide all reasonable protection to prevent damage, injury or loss
to (a) all employees on the work site and other persons who may be
affected thereby, (b) all the work and all materials and equipment to be
incorporated therein, and (c) other property at the work site adjacent
thereto, such precautions to include, without limitation, the furnishing
of guard rails and barricades and the securing of the Premises; and
(v) That the terms hereof shall bind and inure to the benefit of said
contractor and Landlord, and their respective heirs, personal
representatives, successors and assigns.
(4) No construction shall be commenced by Tenant prior to Tenant’s full compliance with
the requirements of this Exhibit B and Landlord’s consent to commence work in the
Premises. Tenant shall cooperate fully with Landlord, and shall cause its contractor to
cooperate fully with Landlord, in the scheduling of delivery of materials to the Premises
and performance and construction of Tenant’s Work so as to minimize interference with
any Landlord’s work and disturbance of the operations of other tenants and occupants of
the Retail Center and their customers and invitees.
B-8
(5) At all times during Tenant’s construction, Landlord and its representatives shall have the
right to enter upon the Premises for the purpose of inspecting construction and progress
of the Tenant’s Work. Landlord, in its reasonable discretion, and otherwise for any non-
compliance by Tenant shall have the right to order Tenant to terminate any construction
work at any time (i.e., either in the initial construction of the Premises or at any time
during the Term) being performed by or on behalf of Tenant in the Premises. Upon
notification from Landlord to Tenant to cease any such work, Tenant shall forthwith
remove from the Premises all agents, employees, contractors and subcontractors of
Tenant performing such work, until such time as Landlord shall have given its written
consent for the resumption of such construction work, and Tenant shall have no claim for
damages of any nature whatsoever against Landlord in connection therewith. Landlord
shall have the right to perform, on behalf of and for the account of Tenant, subject to
reimbursement by Tenant, any of Tenant’s Work which Landlord deems necessary to be
done on an emergency basis or which pertains to structural components, the general
utility systems for the Retail Center, or the erection of temporary barricades and
temporary signs, during construction. In the event of any dispute relating to Tenant’s
Work, the certificate of Landlord’s architect shall be conclusive as against Tenant.
(6) All Tenant’s Work shall comply with all standards established by Landlord, whether now
existing or hereafter adopted, and Tenant shall as to each item of Tenant’s Work inquire
of Landlord as to the standards applicable thereto.
(7) Prior to the commencement of Tenant’s Work, if Landlord shall so elect by written notice
to Tenant, Tenant shall furnish or cause its contractor to furnish to Landlord a
Performance and Labor and Material Payment Bond in the form of AIA Document A
311, Current Edition or other form acceptable to Landlord, in an amount equal to double
the total cost of Tenant’s Work. Said bond shall name Landlord as an additional
beneficiary and shall be issued by a surety authorized to write bonds for the United States
Government for no less than $5,000.00. In the event Tenant shall fail to furnish or fail to
cause its contractor to furnish to Landlord said bond, Tenant and/or its contractor will not
be given permission to start construction in the Premises, in addition to the same being a
default under the Lease.
(8) Tenant is obligated to verify conditions pertaining to the Premises from time to time prior
to and after commencement of construction of the Premises. Tenant shall coordinate its
work with the work of Landlord, if any, and other tenants and with existing conditions in,
above and below the Premises, and shall make changes from time to time as required to
accommodate such work or conditions.
(9) All work performed by Tenant shall be performed so as to cause no interference with
other tenants and the construction and operation of the Retail Center. Tenant will take all
precautionary steps to protect its facilities and the facilities of others affected by Tenant’s
Work and properly police same. Construction equipment and materials are to be located
in confined areas and truck traffic is to be routed in and from the site, all as directed by
Landlord and so as not to burden the construction and operation of the Retail Center.
(10) Upon and from the completion of Tenant’s Work in the Premises, a minimum one-year
warranty on all work, materials and equipment is hereby provided by Tenant and shall be
assigned to Landlord by Tenant’s contractors and subcontractors.
(11) Landlord shall have the right to order any tenant or Tenant’s contractor who willfully
violates any of the above requirements to cease work, and to remove himself and his
equipment and employees from the Retail Center.
(12) No approval by Landlord is valid unless in writing, signed by Landlord.
B-8
(13) Tenant shall erect dust barriers and take whatever other steps are necessary to ensure that
no dust of any type from construction escapes from the Premises into any common area
of the Retail Center or into any finished tenant space.
(14) Tenant shall not cause or permit any items of Tenant’s initial construction, re-
construction, alterations, additions, improvements, changes and/or remodeling of the
Premises and the fixtures and appurtenances therein, and the removal of the same, as well
as all items of Tenant’s repairs to the Premises and the replacement and repair of fixtures
and appurtenances therein to be performed in violation of any labor agreement or
collective bargaining agreement to which Landlord, or its contractors or suppliers is a
party or which in any way affect the Retail Center.
(15) Throughout the construction of Tenant’s Work, Tenant shall (A) pay all costs billed in
connection with Tenant’s Work, and (B) promptly provide to Landlord copies of all
applications for payment, preliminary lien notices, paid invoices or other records of
payment and lien waivers and/or releases from Tenant’s contractor and all subcontractors
and material suppliers furnishing services or materials to the Premises, whether or not
Tenant is requesting reimbursement of costs related to such applications, notices and
other records.
(16) Tenant shall be bound by and execute the statements as contained in Exhibit B-2 and
Exhibit B-3.
(IV) Completion of Construction. Within thirty (30) days after the earlier of opening the Premises for
business or completion of Tenant’s Work, Tenant shall deliver to Landlord the following: (i)
Tenant’s affidavit stating the Tenant’s Work has been completed in strict compliance with
Exhibit B, and waivers of lien in the statutorily prescribed form by Tenant’s contractor and every
subcontractor, sub-subcontractor, laborer and material supplier; (ii) Tenant’s written acceptance of
the Premises; (iii) any monies owing to Landlord for the cost of any of Tenant’s Work done for or
on behalf of Tenant; (iv) all certificates and approvals with respect to Tenant’s Work that may be
required by any governmental authorities as a condition for the issuance of a certificate of
occupancy for the Premises, and such certificate of occupancy; (v) an AIA G704 certificate of the
architect that Tenant’s Work has been substantially completed (which certificate shall include a
punch-list as of the date of the certificate); (vi) the “as-builts”; and (vii) all warranties, operating
manuals and similar items applicable to Tenant’s Work.
(V) Disbursement of Tenant Improvement Allowance. Pursuant to Article 53 of the Lease, Landlord
shall provide Tenant with a Tenant Improvement Allowance in the amount set forth in the Lease,
to be used solely for Tenant’s Work, including hard construction costs, the costs of preparing
necessary plans and specifications, including mechanical, electrical, plumbing and structural
drawings, and the costs to obtain required governmental approvals and permits. Any portion of the
Tenant Improvement Allowance not used within thirty (30) days after the Commencement Date
shall be deemed waived by Tenant and shall accrue to Landlord’s account. Notwithstanding
anything contained herein to the contrary, any applications or requests for payment by Tenant’s
contractor to Landlord shall be approved by Landlord in writing prior to being disbursed. Provided
Tenant is not then in default under the Lease, any reimbursement for Tenant’s Work shall not be
made until the conditions set forth in the Lease are satisfied. The Tenant Improvement Allowance
being furnished herein is a one-time allowance only and Tenant shall be solely responsible for all
costs of any future improvements or alterations which may be permitted or required under the
Lease or which Landlord may otherwise authorize in writing. All costs and expenses in connection
with the Tenant’s Work in excess of the Tenant Improvement Allowance shall be borne by Tenant.
[Remainder of Page Intentionally Left Blank]
C-1
EXHIBIT B-2
TENANT’S AFFIDAVIT, REPRESENTATIONS, WARRANTIES AND INDEMNITY
STATE OF ARIZONA
COUNTY OF MARICOPA
1. The undersigned Tenant entered into a contract with _______________________, as Contractor,
regarding labor and/or materials relating to the construction of certain improvements at the premises located at 3301
East Indian School Road, Phoenix, Arizona 85018 (the “Premises”). The Owner of the Premises is Arcadia 33,
LLLP. Tenant leases the Premises from Owner pursuant to a Lease Agreement dated as of __________ ___, 2022
(the “Lease”).
2. Upon and in consideration for Owner’s payment to Tenant in the amount of up to Fifty-Five
Dollars ($55.00) per square foot, as well as other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Tenant acknowledges that it has been paid all amounts due under the Lease as a
tenant upfit or improvement allowance regarding the work performed by Contractor at the Premises.
3. Tenant and its undersigned agent warrant and represent that (a) all sums owing to Contractor and
any subcontractors of Contractor (regardless of tier) regarding work performed at the Premises have been paid in
full; (b) neither Contractor nor any of its subcontractors are entitled to assert or claim any lien as a result of work
performed at the Premises; (c) all sums owing to any subcontractors or laborers employed by Contractor or any
subcontractor in connection with work at the Premises have been paid in full; (d) all materials installed or delivered
for installation in connection with Contractor’s or any of its subcontractor’s work at the Premises have been paid for
in full, all of which are free and clear of any lien or security interest granted by Contractor or any subcontractor; (e)
all equipment providers have been paid in full; (f) neither Contractor’s rights to payment for work performed at the
Premises nor the referenced contract between Tenant and Contractor have been assigned; and (g) the undersigned
agent of Tenant has full power and authority to execute this document on behalf of Tenant.
4. Upon receipt of the payment referenced herein, Tenant agrees to indemnify, defend with counsel
acceptable to Owner, and hold harmless Owner and its lenders for, from and against any loss, liability, damage,
costs, or expense (including attorneys’ fees and costs of litigation), or any claim therefor, arising or resulting from
the actual or asserted untruth or inaccuracy of any of the representations and warranties by Tenant herein. In
addition, upon receipt of the referenced payment, Tenant agrees to discharge by bond or otherwise within (ten) 10
days after receipt of notice thereof any lien or claim of lien asserted by Contractor or any subcontractor regarding
work performed with respect to the Premises.
EXECUTED on ________________ ________, 2022.
TENANT:
MO&RI HAIR BAR, LLC., an Arizona limited liability
company
By_______________________________________________________________________________________
Its ____________________________________________
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STATE OF Arizona
COUNTY OF Maricopa
This _______ day of ____________, 2022, personally came before me __________________, who, being by me
duly sworn, says that he is _____________ of Mo&Ri Hair Bar, LLC that said writing was signed and sealed by
him, in behalf of said entity, by its authority duly given, and said _____________ acknowledged the said writing to
be the act and deed of said entity.
_________________________________
Notary Public NOTARIAL SEAL
Name (Print or Type):________________
My Commission Expires:_________________
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EXHIBIT C
SIGN CRITERIA
Sign guidelines to meet City of Phoenix sign codes and criteria for the Premises.
Tenant shall not, without the prior written consent of Landlord which may be given or withheld in Landlord’s sole
discretion, erect or install any type of exterior or interior window or door signs, or any other type of sign or placard,
whether within or without the Premises. All signs and placards must comply with the sign criteria promulgated by
Landlord from time to time and all applicable laws of the city of Phoenix. Tenant shall pay all costs of fabrication,
installation and maintenance of all permitted signs or placards. Prior to vacating the Premises, Tenant shall, at its
sole cost and expense, promptly remove its sign(s) and placards, and upon the removal or alteration of any of its
sign(s) and placards for any reason, Tenant shall repair, paint, restore or replace the surface beneath such signs or
placards damaged by such removal. If Tenant fails to comply with any of the provisions set forth in this Section,
Landlord may, without liability, enter upon the Premises and remove the same at Tenant’s expense. All signage
shall conform to aesthetic and design criteria, themes, and standards of the sign criteria of the Landlord, and shall be
subject to Landlord’s approval, in Landlord’s sole discretion. See Section 16 of the Lease and Exhibit C-1 to this
Lease for further requirements related to all signage to be completed by Tenant at the Premises during the term.
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EXHIBIT C-1
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EXHIBIT D
LEASE GUARANTY
The following provisions form a part of and constitute the basis for this Lease Guaranty (herein referred to
as the “Guaranty”):
WHEREAS, as that certain Retail Center Lease dated _______________ ____, 2022 (“Lease”), has been
executed by and between ARCADIA 33, LLLP, An Arizona limited liability limited partnership (“Landlord”), and
MO&RI HAIR BAR, LLC, an Arizona limited liability company (“Tenant”), covering Premises located at 3310
East Indian School Road, Arizona, 85018 as more particularly described in the Lease;
WHEREAS, as a condition to Landlord’s entering into the Lease, Landlord requires the undersigned,
Margaryta Barrilleaux and Mohammed Abdel Hafiz (“Guarantor”), to guarantee the full performance of all the
obligations of Tenant accruing under the Lease for the initial Lease Term;
WHEREAS, as the undersigned desires to induce Landlord to enter into the Lease with Tenant;
NOW, THEREFORE, in consideration of the execution of the Lease by Landlord, and other good and
valuable consideration, the receipt of which is hereby acknowledged, the undersigned hereby agrees that:
(i) The undersigned unconditionally, absolutely and to the same extent as if the undersigned had
signed the Lease as tenant, assumes all liabilities, obligations and duties of Tenant accruing under the Lease, and
guarantees to Landlord and Landlord’s successors and assigns the full, prompt and complete performance of each
and all of the terms, covenants, conditions and provisions of the Lease to be kept and performed by Tenant or its
successors or assigns, including the payment of all rental and other charges to accrue thereunder and all damages
that may arise as a consequence of the nonperformance thereof.
(ii) The liability of the undersigned under this Guaranty shall be unconditional and primary, and in
relation to any right of action which shall accrue to Landlord under the Lease, Landlord may, at its option, proceed
from time to time solely against the undersigned or jointly against the undersigned and any other person or entity
without regard to Tenant’s ability to perform and without first commencing any action, exhausting any remedy,
obtaining any judgment or proceeding in any way against Tenant or any other person or entity; and suit may be
brought and maintained against the undersigned by Landlord to enforce any liability, duty or obligation guaranteed
hereby without joinder of Tenant or any other person or entity.
(iii) This Guaranty shall continue during the entire term as described in the Lease and any renewals,
extensions or modifications thereof and thereafter until Tenant and its successors or assigns have fully discharged all
of their obligations under the Lease and any renewals, extensions or modifications of the Lease.
(iv) The undersigned expressly consents to the modification, renewal and/or extension of the Lease.
Neither Tenant nor Landlord shall have any obligation to inform the undersigned of any such modification, renewal
or extension of the Lease prior to entering into the modification, renewal or extension of the Lease. The
undersigned’s consent to modification specifically includes, without limitation, the undersigned’s consent to
alteration or substitution of the named Tenant, alteration of the square footage or location of the Premises that are
the subject of the Lease, changes in the amount of rent or other amounts owed to Landlord pursuant to the Lease,
changes in the Lease term, and any other change, material or otherwise, in the terms of the Lease.
(v) Until all the covenants and conditions in the Lease to be performed and observed by Tenant or its
successors or assigns are fully performed and observed, the undersigned: (a) shall have no right of subrogation or
any other right to enforce any remedy against Tenant or its successors or assigns by reason of any payment or
performance thereunder by the undersigned, and (b) subordinates any liability or indebtedness of Tenant or its
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successors or assigns now or hereafter held by the undersigned to all obligations of Tenant or its successors or
assigns to Landlord under the Lease.
(vi) The undersigned agrees that the obligations of the undersigned under the terms of this Guaranty
shall not be released, diminished, impaired, reduced or affected by any limitation of liability or recourse under the
Lease or by the occurrence of any one or more of the following events: (a) the taking or accepting of any other
security or guaranty in connection with the Lease; (b) any release, surrender, exchange, subordination, or loss of any
security at any time existing or purported or believed to exist in connection with the Lease; (c) the death, insolvency,
bankruptcy, disability, dissolution, termination, receivership, reorganization or lack of corporate, partnership or
other power of Tenant, of the undersigned, or any party at any time liable for payment or performance pursuant to
the Lease, whether now existing or hereafter occurring; (d) any assignment or subletting by Tenant or its successors
or assigns whether or not permitted pursuant to the terms of the Lease or otherwise approved by Landlord; (e)
amendment of the Lease or any renewal, extension, modification or rearrangement of the terms of payment or
performance pursuant to the Lease either with or without notice to or consent of the undersigned or any other party
at any time liable for payment or performance pursuant to the Lease; (f) any neglect, delay, omission, failure, or
refusal of Landlord to take or prosecute any action for the collection or enforcement of the Lease or to foreclose or
take or prosecute any action in connection with the Lease; (g) any failure of Landlord to notify the undersigned of
any renewal, extension, rearrangement, modification, assignment of the Lease or subletting of the Premises or any
part thereof, or of the release of or change in any security or of any other action taken or refrained from being taken
by Landlord against Tenant or of any new agreement between Landlord or Tenant, it being understood that Landlord
shall not be required to give the undersigned any notice of any kind under any circumstances with respect to or in
connection with the Lease; (h) the unenforceability of all of any part of the Lease against Tenant, it being agreed that
the undersigned shall remain liable hereon regardless of whether Tenant or any other person be found not liable on
the Lease, or any part thereof, for any reason; or (i) any payment by Tenant to Landlord being held to constitute a
preference under the bankruptcy laws or any other reason Landlord being required to refund such payment or pay
the amount thereof to someone else.
(vii) Guarantor waives notice of nonpayment, nonperformance or nonobservance, dishonor, proof,
protest, demand or other notice by Landlord, as well as any notice of default given to Tenant, and waives Landlord’s
acceptance of this Guaranty. Without limiting the generality of the foregoing or any other provision of this
Guaranty, Guarantor waives any right provided by law, including, without limitation, the provisions of Arizona
Revised Statutes §12-1641, et seq., or otherwise, to be discharged from liability by reason of Landlord’s failure,
after demand from Guarantor, to bring suit against Tenant.
(viii) In the event suit or action is brought upon or in connection with the enforcement of this Guaranty,
the undersigned shall pay reasonable attorney’s fees and all other expenses and court costs incurred by Landlord in
connection therewith, jointly and severally.
(ix) This Guaranty shall be binding upon the heirs, legal representatives, successors and assigns of the
undersigned and shall inure to the benefit of the heirs, legal representatives, successors and assigns of Landlord.
(x) The undersigned represents that the undersigned will receive a direct or indirect benefit from the
Lease.
(xi) Guarantor hereby waives any and all rights to a trial by jury in suit or suits brought to enforce any
provision of this guaranty or arising out of or concerning the provisions of this guaranty or the lease.
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