Complaint Unlimited Fee AppliesCal. Super. - 6th Dist.December 12, 20181 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 15096623.1 COMPLAINT FOR UNLAWFUL DETAINER HANSON BRIDGETT LLP JORDAN A. LAVINSKY, SBN 192215 jlavinsky@hansonbridgett.com 425 Market Street, 26th Floor San Francisco, California 94105 Telephone: (415) 777-3200 Facsimile: (415) 541-9366 Attorneys for Plaintiff, OAKRIDGE MALL LLC SUPERIOR COURT OF THE STATE OF CALIFORNIA COUNTY OF SANTA CLARA OAKRIDGE MALL LLC, a Delaware limited liability company Plaintiff, v. UNITED LC CAPITAL, LLC, a California limited liability company, and DOES 1 through 10, Defendants. Case No. COMPLAINT FOR UNLAWFUL DETAINER Plaintiff, OAKRIDGE MALL LLC ("Plaintiff"), a Delaware limited liability company, alleges: 1. Plaintiff is the owner of a shopping center situated in San Jose, California, commonly known as Westfield Oakridge Mall (“Oakridge Mall”). 2. Defendant UNITED LC CAPITAL, LLC ("Defendant"), is a California limited liability company doing business at Oakridge Mall as "Love Culture." 3. On or about November 16, 2016, Plaintiff, as landlord, and Defendant, as tenant, entered into a written lease (the “Lease”) for certain commercial premises at Oakridge Mall described as Store No. W14, 925 Blossom Hill Road, San Jose, California 95123 (the "Premises"), and as more particularly described in the Lease. A true copy of the Lease is attached as Exhibit A and incorporated by reference. E-FILED 12/12/2018 4:03 PM Clerk of Court Superior Court of CA, County of Santa Clara 18CV339438 Reviewed By: L. Quach-Marcellana 18CV339438 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 15096623.1 -2- COMPLAINT FOR UNLAWFUL DETAINER 4. The true names of DOES 1 through 10, inclusive, are unknown to plaintiff, who therefore sues said defendants by such fictitious names. Plaintiff is informed and believes and thereon alleges that each of the defendants designated as a DOE is liable to plaintiff in some manner under the Lease, which is the subject of this action, or is subtenant, assignee, successor or partner of one of the other defendants, or is otherwise in possession of the Premises. Plaintiff will ask leave of Court to allege their true names and capacities when the same have been ascertained. 5. Prior to the filing of this complaint, defendants went into possession of the Premises and continue to hold and occupy same. 6. Defendants breached the Lease by failing to pay the full amount of monthly rent and charges due under the Lease from September 2018 to November 2018, in the total sum of $36,992.46. 7. On or about November 26, 2018, Plaintiff served defendants with a written 10-Day Notice to Pay or Quit (the "Notice") by substitute service at the Premises and by certified mail as permitted under the terms of the Lease. A true copy of the Notice and proof of service is attached as Exhibit B and incorporated by reference. 9. More than ten days have elapsed since service of the Notice and defendants have neglected and refused, and still neglect and refuse, to cure the default in full or to vacate and deliver up possession of the Premises to Plaintiff. 10. As a result of defendants’ failure to cure the default or to surrender possession of the Premises, Plaintiff will sustain damages in the amount of the reasonable rental value of the Premises, to wit, $386.09 per day from December 1, 2018. Plaintiff will continue to sustain damages at this rate for so long as defendants remain in possession of the Premises. WHEREFORE, Plaintiff prays for judgment against defendants, and each of them, jointly and severally, as follows: 1. For restitution and possession of the Premises; 2. For forfeiture of the Lease; 3. For rent and charges of $36,992.46 due under the Lease; 4. For damages in the amount of $386.09 per day from December 1, 2018, for each 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 15096623.1 day that defendants continue to possess the Premises, or until the date of judgment, whichever is earlier; 5. For reasonable attorneys’ fees; 6. For costs; and 7. For such other and further relief as the Court deems just and proper DATED: December 2018 HANSON BRIDGETT LLP -3- COMPLAINT FOR UNLAWFUL DETAINER 15096623.] (ALLAN flO\ 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 VERIFICATION I, Jacob Huerta, declare: I am the General Manager of Oakridge Mall LLC, which is the property that is the subject of this action. I am authorized by OAKRIDGE MALL LLC, plaintiff herein and owner of the property, to make this verification on its behalf. I have read the foregoing Complaint for Unlawful Detainer. I am informed and believe that the matters stated in it are true, and on that ground allege that they are true. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATED: December |_4r, 2018 ByO yJaco uerta/ COMPLAINT FOR UNLAWFUL DETAINER EXHIBIT A TENANCY AGREEMENT LOVE CULTURE TRADE NAME UNITED LC CAPITAL LLC TENANT W14 STORE NUMBER. . y^stHeld OAKRIDGE Lg 2 CULTURE QE LC CAPITAL LLC fl = BER. , - " "i“ mstfiefif INDEX TO TENANCY AGREEM ENT Paye \o. DATA SHEET AND GRANT.................... AR'nCLEI GRANT AND TERM Section I 01 Conditions ofGrant.............. Section 1.02. Term............. ......... Section I 03 [..ate Opening.......................... AR’nCLHII. RENTAL Section 2.01. Minimum Annual Rental...._ Section 2 02 Percentage Rental.................. Section 2 03 Gross Sales ....................... Section 2 04 Tenant's Tax Obligation. . . Section 2 05 Trash Removal Charge ..... Section 2 06 Additional Rent ............... Section 2.07 l^tc Charge Section 2.08. 'I'cnant's I’ayment Obligations Section 2 09 Parking Validation Charge ARTICLE III RECORDS AND BOOKS OF ACCOUNT Section 3 01. Tenant's Records............................ Section 3.02. Reports by Tenant .................. ARTICLE IV AUDIT Section 4 01 Right to Examine Books ....... ARTICLE V CONSTRUCTION OF PREMISES Section SOI Construction of Premises Section 5.02. Intentionally Deleted................. Section 5.03. Condition of Premises.................... ARTICLE VI. ALTERATIONS, CHANGES AND ADDITIONS Section 6.01. Inttmtionally Deleted.................. Section 6 02 Removal by Tenant. Section 6 03. Changes and Additions. Section 6.04. Rights of Landlord. 7 7 ..............8 ___ 8 ARTICLE VII CONDUCT OF BUSINESS BY l ENAN’r 8 .............. 8 .......... 10 . 10 Section 7 01. Permitted Use......................... Section 7.02. Operation of Business................ Section 7.03 Hazardous Materials.............. . Section 7.04. Radius.................................... ARTICLE VIII COMMON AREAS Section 8.01. Opemiion and Maintenance of Common Areas....................................... Section 8.02. Use of Common Areas Section 8.03 Common Area Operating Costs and Expenses .............................................. Section 8 04 Common Area IIVAC Charge.. ARTICLE IX. SIGNS Section 901 Tenant's Signs. II ..II .. 12 .. .13 ARTICLE X MAINTENANCE OF PREMISES Section 10 01 Intentionally Deleted............. 13 Section 10 02 Tenant's Obligations for Maintenance.................................... 13 ARTICLE XI INSURANCE AND INDEMNITY Section 11 01 Tenant's lasurancc................................14 Section 11.02 Intentionally Deleted . 14 Section 11 03 Covenant to Hold Hannicss..................14 Section 11,04. WaiverofRightofRecovciy.............14 ARTICLE XII. UTILITIES Section 1201 Utility Charges......... 15 ARTICLE Xlll ES’lOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION Section 13.01. Estoppel Statement. . 16 Section 13 02 Attornment........................... 16 Section 13 03 Subordination .. . ... 16 Section 13 04 Remedies............................................ 16 Section 13.05 Notice to Mortgagee. Beneficiary or Ground Lessor .................................... 16 Pane Xo. AR-nCLH XIV. ASSIGNMENT AND SUBLETflNG Section 14.01. Restrictions on Transfer.......................16 ARTICLE XV WASTE OR NUISANCE Section 1501 Waste or Nuisance..............................17 ARTICLEXVI TRADENAME.PROMOTIONAL PROGRAM AND MEDIA FUND Section 160! Trade Name ........... ......... 17 Section 1602 Promotioiml Program.......................... 17 ARTICLE XVII. DAMAGE AND DESTRUCTION Section 1701. Reconstruction of Damaged Premises 18 ARTICLE XVllI EMINENT DOMAIN Section 18 01 'I'otal Condemnation of Premises 18 ARTICLE XIX, DEFAULT Section 19.01. Rights Upon ITcfault....................... 18 ARTICLE XX 1N’I*ENTI0NALLY DELEI'ED ARTICLE XXI INTENTIONALLY DELETED ARTICLE XXII TENANTS PROPERTY Section 22 01. Intentionally Deleted......................... 20 Section 22.02. Loss and Damage............................. 20 ARTICLE XXIII HOLDING OVER Section 23 01. HoldingOver.................................. 20 AR'nCLEXXIV RULES AND REGULATIONS Section 24 01. Rules and Regulations............. 21 AR'nCLEXXV IhriENTlONALLY DELETED AR'nCLEXXVl SECURITY Section 26.01. SccuriQr Deposit................ 21 Section 26.02.1jrasc Deposit......................... 21 Section 26 03 Letter of Credit............................. 22 ARTICLE XXVll MISCELLANEOUS Section 27 01 Waiver, Election of Remedies .. 22 Section 27 02 Entire Agreement.............................. 22 Section 27.03 Interpretation: Use of Pronouns. Authonty ............................................... 22 Section 27 04 Intentionally Deleted......................... 22 Section 27 05 Notices .......................................22 Secdon 27 06 Captions and Section Numbers............ 23 Section 27 07 Broker's Commission 23 Section2708 Recording.................. ...23 Section 27.09. Intentionally Deleted 23 Section 27 10 Intentionally Deleted 23 Section 27 11 Intentionally Deleted ................ 23 Section 27.12. Intentionally Deleted .... 23 Section 27.13. Interest on Past Due Obligations 23 Section27 14. LiabilityofLarxIlord......................... 23 Section 27 15. Accord and Satisfaction................ 23 Section 27 16 Intentionally Deleted 23 Section 27.17. Governing Law ... 24 Section 27.18 Intentionally Deleted......................... 24 Section 27.19. Survival of Tenant's Obligations 24 Section27 20 Certain RulesofConstruction.. 24 Section 27 21 Confidentially.. ....................... 24 Section 27 22. Attorney Fees.............................. 24 Secbon27 23 Intentionally Deleted ..................... 24 Section 27 24 Waiver ofTrial by Jury....................... 24 Section 27.25. Intentionally Deleted 24 Section 27 26 Real Estate Investment Trust................ 24 Section 27.27 Equal Employment Opportunity 25 EXHIBITS - Sec Data Sheet REV 08/2016 WESTFIELD OAKRIDGE City of San Jose County of Santa Clara State of California TENANCY AGREEMENT this THIS TENANCY AGREEMENT (which shall hereinafter be i l/?^dav of . 2016 (the referred to as "Lease”) is made as of •Commencement Date”), by and between OAKRIDGE MALL LLC, a Delaware limited liability comoany, whose address is 2049 Century Park East, 41“ Floor, Los Angeles, California 90067 (“Landloixl”), aiid UNITED LC CAPITAL LLC, a California limited liability company, whose address is: 2831 South Santa Fe Avenue, Vernon, California, 90058 (“Tenant”). Landlord, in consideration of the rent to be paid and the covenants to be performed by Tenant, does hereby, subject to the provisions of this Lease, demise and lease unto Tenant, and Tenant hereby rents and hires from Landlord, those certain premises identified on Exhibit A-2 attached hereto and made a part hereof (“the Premises”) which is in and part of the development commonly known as “WESTFIELD OAKRIDGE”, a general site plan of which development is shown on Exhibit A-1 attached hereto and made a part hereof. The term “Development” as used herein shall include the real property shown on Exhibit A-1, the Department Stores, the locations of which are shown on Exhibit A-1, any Floor Area not included in the definition of Shopping Center, the parking facilities and the Shopping Center. Wherever the term “Shopping Center” is used, it shall be deemed to include the areas shown on Exhibit A-1. The term “Floor Area” is set forth below and shown hatched on Exhibit A-2. The Premises is described as follows: Store No. W14. being approximately 5.008 square feet of Floor Area. DATA SHEET The following references furnish data to be incorporated in the specified sections of this Lease and shall be construed as if set forth in this Lease: (1) Section 1.01: Conditions of Grant: Shopping Center Mailing Address: Westfleld Oakridge 925 Blossom Hill Road. Suite 2005 San Jose, CA 95123-1294 Section 1.02: Term: Latest Rental Commencement Date: Expiration Date of Term:________ December 1. 2016 Januarv3l. 2019 (3) (4) Section 1.03: Late Opening Fee: Intentionally deleted Section 2.01: Minimum Annuai Rentai: Rental Commencement Date through the end of the Term: Section 2.02: Percentage Rentai: (a) Percentage Rental Rate: Fifteen percent (15%) (b) Annual Breakpoint(s) as follows: Rental Commencement Date through the end of the Term: Address for Rental Payments: Payee: Oakridge Mall LLC Address: P.O. Box 55714, Los Angeles, California 90074-5714 SO.'DO: $900,000.00: 10/31/16 OAK/I.OVC Culture Form Rev. 01/2016 (8) (9) (10) (H) (12) (13) (14) (15) (16) (17) (18) Section 2.04: Tenant’s Obligation: $7.33 per square foot of Floor Area in the Premises per annum, increased on a compounded basis by ^ commencing on the first day of the thirteenth (13*) full month following the month in which the Rental Commencement Date occurred, and each following consecutive twelve (12) months period thereafter, if applicable. Section 2.05: Trash Removal Charge: Paid Direct. Section 2.09: Parking Validation Charge: $0.00 per square fool of Floor Area in the Premises per annum, increased on a compounded basis by ^ at each January 1*‘ following the Rental Commencement Date. Section 3.02: Reports By Tenant: Tenant’s monthly and annual statements of Gross Sales should be submitted electronically to: salcs_oakridge@us.westfield.com Section 7.01: Permitted Use: Primarily for the display and retail sale of ready-to-wear clothing junior apparel and incidental thereto accessories, including, but not limited to, costume jewelry, perfume, cosmetics, make-up, hair products and footwear and other related fashion items that are typically sold in the majority of Tenant’s other retail stores. The Premises shall be used solely for the use stated above and for no other use or purpose. Section 7.04: Radius Area: 5 miles. Section 8.03: Common Area Charge: $20.63 per square foot of Floor Area in the Premises per annum, increased on a compounded basis by ^ commencing on the first day of the thirteenth (13*) full month following the month in which the Rental Commencement Date occurred, and each following consecutive twelve (12) months period thereafter, if applicable. Section 8.04: Common Area HVAC Charge: $0.00 per square foot of Floor Area in the Premises per annum, increased on a compounded basis by 0% at each January 1®* following the Rental Commencement Date. Section 11.01(a): Tenant’s Insurance: (a) Commercial General Liability Insurance: $2.000.000.00 (b) (c) Broad Form/Extended Bodily Injury, Death and Property Damage, and Business Automobile Liability Insurance: $2.000.000.00 Workers' Compensation Coverage: (i) $2.000.000.00 each accident (ii) $2.000.000.00 each employee by disease (iii) $2.000.000.00 policy aggregate by disease Section 12.01: Utilities: (a) Water and Sewer Service: $480.00 per annum. (b) Fire Detection Services: $420.00 per annum. (c) Electric Services: Paid direct Section 16.01: Trade Name: (a) Trade Name: __________ (b) Name of Shopping Center: LOVE CULTURE WESTFIELD OAKRIDGE Section 16.02: Promotional Program: (a) $0.00 per square foot of Floor Area in the Premises per annum, increased on a compounded basis by 0% commencing on the first day of the thirteenth (13”0 full month following the 10/31/16 OAK/Love Culture Form Rev 01/1016 (19) (20) (21) (22) (23) (24) month in which the Renta! Commencement Date occurred, and each following consecutive twelve (12) months period thereafter, if applicable. Initial Assessment: None Section 26.01: Security Deposit: Section 26.02: Lease Deposit: _ _$0.Q0 $0.00 Section 26.03: Letter of Credit: Not applicable Section 27.05: Legal Notice Address: Landlord: Oakridge Mall LLC 2049 Century Park East 41®‘ Floor Los Angeles, California 90067 Attention: Legal Department Tenant: To the Premises and: United LC Capital LLC 2831 South Santa Fe Avenue Vernon, California, 90058 Billing Address: United LC Capital LLC 2831 South Santa Fe Avenue Vernon, California, 90058 Attention: Payables Exhibit B: Design and Construction of the Building and the Premises: (a) Plan Coordination and Administrative Services Fee: Waived (b) Construction Deposit: Waived Construction Barricade: Actual Cost Barricade Graphic Charge: Actual Cost Design Fee: Waived (c) (d) (c) (t) Insurance: Tenant’s, Tenant’s General Contractor, and Subcontractors Required Minimum Coverages and Limits to Liability: (i) Workers' Compensation Coverage: (A) $2.000.000.00 each accident (B) $2.000.000.00 each employee by disease (C) $2.000.000.00 policy aggregate by disease (ii) Commercial General Liability Insurance (including Contractor’s Protective Liability): $3.000.000.00 (iii) Comprehensive Automobile Liability Insurance: $3.000.000.00 (iv) Tenant’s Protective Liability Insurance: $3.000.000.00 (v) Tenant’s Builder’s Risk Insurance: 100% Exhibit D: Utility Charges: Estimated to be $0.00 per square foot of Floor Area in the Premises per annum, subject to adjustment as provided in Exhibit D. I0/3I/I6 OAK/Love Culture Form Rev 01/2016 ATI'ACHMENTS AND EXHIBITS The following exhibits are attached hereto, and such attachments and exhibits, as well as all drawings and documents prepared pursuant thereto, shall be deemed to be a part hereof: EXHIBIT “A-l”:..................................................................................................................... SITE PLAN EXHIBIT “A-2”:................................................................................................................ FLOOR PLAN EXHIBIT “B”:.................................................................................... CONSTRUCTION OF PREMISES EXHIBIT “C”:................................................................................ ADDITIONAL INSURED ENTITIES EXHIBIT “D”:.......................................................................................... INTENTIONALLY DELETED EXHIBIT “E”:........................................................................................... DIGITAL MEDIA PROGRAM 10/31/16 OAK/Love Culture Fonn Rev Ul/2016 \ 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 ARTICLE I GRANT AND TERM Section 1.01 CONDITIONS OF GRANT. The exterior walls, the floor above, the roof and the area beneath the Premises are not demised hereunder, and the use thereof, together with the right to locate, both vertically and horizontally, install, maintain, use, repair and replace pipes, utility lines, ducts, conduits, flues, refrigerant lines, drains, sprinkler mains and valves, access panels, wires and structural elements leading through the Premises serving other parts of the Development is hereby reserved unto Landlord. Landlord agrees to use reasonable efforts to locate any such items in locations that do not materially interfere with Tenant's use of the Premises. Section 1.02 TERM. (a) The ‘Term” of this Lease shall begin on the Commencement Date set forth on the Data Sheet, which is the date of execution of this Lease by Landlord and Tenant. The Term of this Lease shall end on the Expiration Date set forth in Item (2) of the Data Sheet, unless sooner terminated in accordance with this Lease. (b) Tenant's obligation for payment of Minimum Annual Rental, Percentage Rental and Additional Rent shall commence upon the date (the "Rental Commencement Date") which is the earlier to occur of (a) the date on which Tenant opens its store in the Premises for business to the public, or (b) the "Latest Rental Commencement Date" specified in Item (2) of the Data Sheet; provided that such date shall not be sooner than thirty (BOldays following delivery of the Premises to Tenant. Any occupancy of the Premises by Tenant following the Commencement Date and prior to the Rental Commencement Date shall be subject to all terms and conditions of this Lease other than payment of Rental. The Term ofthis Lease shall end on the Expiration Date set forth in Item (2) of the Data Sheet, unless sooner terminated in accordance with this Lease. Unless otherwise approved in writing by Landlord, Tenant shall open its stone in the Premises for business to the public (with improvements pursuant to Exhibit B hereto completed and the Premises fully fixtured, stocked with current season merchandise in place and staffed, with Tenant prepared to engage in selling merchandise and/or services as provided pursuant to Article VII) by the Rental Commencement Date. (c) For the purposes of this Lease, the first lease year shall be the period commencing on the Rental Commencement Date and ending on January 31 next following; after the first lease year, the term “lease year” shall mean a fiscal year of twelve (12) consecutive calendar months ending on January 31 of each calendar year. (d) Intentionally Deleted. Section 1.03 LATE OPENING. In the event Tenant shall fail to open its store for business by the Rental Commencement Date, the parties agree that it is and will be impracticable and extremely difficult to determine the actual damages suffered by Landlord. Therefore, the parties have agreed that in order to compensate Landlord for its loss, Tenant shall pay to Landlord as Additional Rent, upon demand, the sum set forth on the Data Sheet (“Late Opening Fee”) per day for each day Tenant delays its initial opening in accordance with Section 1.02 above, after and including the Rental Commencement Date. This remedy shall be in addition to any and all other remedies provided in this Lease or by law to Landlord in the event of default by Tenant. The amount has been determined based upon numerous considerations including the fact that Landlord will have expended considerable sums of money in reliance upon and based upon Tenant opening for business on the Rental Commencement Date. ARTICLE II RENTAL Section 2.01 MINIMUM ANNUAL RENTAL. (a) From and after the Rental Commencement Date, Tenant shall pay to Landlord as the “Minimum Annual Rental” the sum set forth in the Data Sheet for each lease year during the Term in equal consecutive monthly installments in advance on or before the first day of each month, without prior demand or notice. Minimum Annual Rental, Percentage Rental, Additional Rent and all other sums payable to Landlord pursuant to this Lease shall be paid to Landlord in currency of the United States or other customary commercial manner at the address set forth in the Data Sheet under “Address for Rental Payments,” or such other place as Landlord may designate, without any deductions or offsets whatsoever. (b) Should the Rental Commencement Date occur on a day other than the first day of a calendar month, then the Minimum Annual Rental for such fractional month shall be one three hundred sixty-fifth (l/365th) of the Minimum Annual Rental multiplied by the number of days remaining in the month. Should 10/31/2016 OAK/Lovc Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 any lease year contain less than twelve (12) calendar months, said Minimum Annual Rental shall be prorated. (c) Any time during the Term Following the Commencement Date, in the event that a Department Store containing at least seventy-five thousand (75,000) square feet of Floor Area is added to the Development (the "Additional Department Store’*), all Minimum Annual Rental as set forth on the Data Sheet payable by Tenant for the remainder of the Term shall be increased by fifteen percent (15%) commencing on the date such Additional Department Store first opens for business. In addition, for the purpose of computing Percentage Rental, concurrent with such increase in Minimum Annual Rental Tenant’s Annual Breakpoint(s) shall be adjusted accordingly. Section 2.02 PERCENTAGE RENTAL. (a) In addition to the payment of Minimum Annual Rental and Additional Rent, from and after the Rental Commencement Date, Tenant shall pay to Landlord in accordance with the provisions of this Section 2.02, “Percentage Rental” equal to the product of the Percentage Rental Rate specified in the Data Sheet times the amount by which Gross Sales (as defined in Section 2.03) exceed the “Annual Breakpoint” specified in the Data Sheet. (b) Percentage Rental shall be computed on all Gross Sales made during each lease year and payable by Tenant in installments commencing on the date which is fifteen (IS) days after that calendar month of each lease year in which Gross Sales to date for such lease year exceed the Annual Breakpoint. The first (1st) installment shall equal the product of (a) the Percentage Rental Rate and (b) the difference between Gross Sales to date for such lease year and the Annual Breakpoint for such lease year. Thereafter, for the balance of such lease year, each monthly installment of Percentage Rental shall be payable simultaneously with the delivery of each monthly statement of Gross Sales and sliall equal the product of (I) the Percentage Rental Rate and (ii) Gross Sales for the month depicted on the monthly statement. Should the Rental Commencement Date occur on a day other than the first day of a lease year or should the Term expire on a day other than the end of a full lease year, then the Percentage Rental due for such partial lease year shall be annualized based on the following calculation: Gross Sales during any such partial lease year shall be aggregated with the Gross Sales generated by Tenant during the next succeeding number of calendar months so as to total twelve (12) full calendar months or, ifal the end of the Term, then the prior number of calendar months so as to total twelve (12) full calendar months, and Tenant shall pay Percentage Rent with respect to such period if and to the extent that the Gross Sales generated by Tenant during such aggregated period exceeds the Annual Breakpoint multiplied by a fraction, the numerator of which is the number of days in the partial lease year, and the denominator of which is the number 365. (c) If, at the end of any lease year, the total amount of Percentage Rental paid by Tenant based upon Gross Sales for such lease year exceeds the total amount of Percentage Rental required to be paid by Tenant for such lease year. Tenant shall receive a credit, equivalent to such excess, against the next monthly payments of Percentage Rental due from Tenant to Landlord under this Lease. If at the end of the final lease year the total amount of Percentage Rental paid by Tenant exceeds the total amount of Percentage Rental required to be paid by Tenant for such lease year, such excess shall be promptly refunded to Tenant after (i) Tenant has vacated the Premises in accordance with the provisions of this Lease and (ii) any Rental due Landlord from Tenant under this Lease has been paid in full or deducted therefrom. If at the end of any lease year, the total amount of Percentage Rental paid by Tenant for such lease year is less than the total amount of Percentage Rental required to be paid by Tenant for such lease year, Tenant shall pay the amount of such deficiency on or before the thirtieth (30th) day after the last day of such lease year. Should any lease year contain less than twelve (12) calendar months, then, the Annual Breakpoint shall be adjusted proportionately for such partial lease year. Section 2.03 GROSS SALES. (a) The term "Gross Sales” as used herein shall be construed to include the entire amount of the actual sales price (including all finance charges by Tenant or anyone on Tenant's behalf) whether for cash, credit or otherwise, of all sales, rentals, leases, licenses or other transfer of merchandise or services and other receipts whatsoever of all business conducted in or from the Premises, by Tenant, all subtenants, assignees, licensees, concessionaires or otherwise, including, without limitation, orders made by mail, catalogue, computer, internet, other electronic or telephone or facsimile orders (or any similar or new technology used to place orders for goods and/or services) which: (a) originate at, or are accepted at, the Premises but delivery or performance of which is made from or at a place other than the Premises; or (b) originate at, or are accepted at, a place other than the Premises but delivery or performance of which Is made from the Premises or is fulfilled using inventory from the Premises; all deposits not refunded to purchasers; gross receipts from vending machines, electronic games or similar devices, whether coin- operated or otherwise. A “sale” shall be deemed to have been consummated for the purposes of this Lease, and the entire amount of the sales price shall be included in Gross Sales, at such time as (i) the transaction is initially reflected in the books or records of Tenant or any subtenant, assignee, licensee or concessionaire (if a concessionaire makes the sale), or (ii) Tenant or any subtenant, assignee, licensee or concessionaire 10/31/2016 OAK/Lovtf CulUuv REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 receives all or any portion of the sales price, or (in) the applicable goods or services are delivered to the customer, whichever first occurs, irrespective of whether payment is made in installments, the sale is for cash or for credit, or all or any portion of the sales price has actually been paid at the time of inclusion in Gross Sales or at any other time. Subject to Section 2.03(b) below, no deduction shall be allowed for direct or indirect discounts, rebates, credits or other reductions to employees or others, unless such discounts, rebates, credits or other reductions are generally offered to the public on a uniform basis. All returns or refunds processed at the Premises not previously reported in Gross Sales from the Premises are not deductible from Gross Sales. (b) Notwithstanding anything to the contrary contained in Section 2.03(a) above, Gross Sales shall not include the following: (1) The portion of the sales price of all merchandise returned by customers and accepted for credit to the extent of the credit; (2) Goods returned to sources, including shippers or manufacturers, or transferred to another store or warehouse owned by or affiliated with Tenant (where such exchange of goods or merchandise is made solely for the convenient operation of the business of Tenant and not for purposes of consummating a sale which has theretofore been made in or from the Premises and/or for the purpose of depriving Landlord of the benefit of a sale which otherwise would be made in or from the Premises); (3) Alteration workroom charges and delivery charges at Tenant’s cost of sales; (4) Receipts from public telephones, stamp machines, public toilet locks, or vending machines installed solely for use by Tenant's employees; (5) Sales taxes, so-called luxuiy taxes; consumers' excise taxes, gross receipts taxes and other similar taxes now or hereafter imposed upon the sale of merchandise or services, but only if colleaed separately from the selling price of goods, merchandise or services and collected from customers; (6) Sales of trade fixtures, equipment or property which are not stock in trade; (7) Sales to employees at discounted or reduced prices, in accordance with Tenant’s standard employee discount plan; however, said exclusion for discounted merchandise shall not exceed two percent (2%) of Tenant’s Gross Sales per annum; (8) Uncollected amounts in an amount not to exceed one percent (1%) of Tenant’s Gross Sales per annum as written off by Tenant as bad debts for income tax purposes; provided, however, prior to such an exclusion for bad debts being taken by Tenant, Tenant shall have exhausted all reasonable efforts to collect such bad debts: and provided further that such bad debt amounts shall be deducted or excluded from Gross Sales in the lease year in which they arc written off. If aity amount previously written off as a bad debt is later collected, in whole or in part, the amount collected shall be included as Gross Sales in the year in which collected; (9) Bulk sales of goods or merchandise to jobbers, which are not sold at or below Tenant’s cost of sale; (10) Sales of gift certificates; provided, however, that the value of gift certificates shall be included in Gross Sales when redeemed, irrespective of where sold; (11) Separately stated interest, service or carrying charges, however denominated, paid by customers for extension of credit on sales and in addition to the merchandise sales price; (12) The amount of any sale upon the ‘lay-away’ or ‘will-call’ basis provided that the amount of such sale shall be included in Gross Sales in accordance with Tenant’s standard practice either as deposits are received or if and when such sale is consummated by delivery of the item to the customer, and provided further, that forfeited lay-away or will-call deposits shall be included in Gross Sales; and (13) Sums and credits received in the settlement of claims for losses or damage to merchandise. Section 2.04 TENANT’S TAX OBLIGATION. (a) The tenn “Taxes” shall mean any and all taxes, surcharges, assessments, levies, fees and other governmental charges and impositions of every kind or nature, regular or special, direct or indirect, presently foreseen or unforeseen or known or unknown, levied or assessed by municipal, county, state, federal or other governmental taxing or assessing authority (i) upon, against or with respect to the real estate upon which the Shopping Center or any part of it is located, and to any improvements located in the Shopping Center, and (ii) any other taxes which Landlord becomes obligated to pay with respect to the Shopping Center, irrespective of whether the same are assessed as real or personal property. 10/31/2016 OAK/Lovc Culture RIiV 3/2016 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 In addition to the amount payable for Taxes as stated herein, if applicable, Tenant shall pay any rent tax, sales tax, service tax, transfer tax, value added tax, or arty other applicable tax on the Rental, utilities or services herein or otherwise respecting this Lease or any other document entered in connection herewith. (b) Tenant shall pay to Landlord, as Tenant’s share of the cost of the Taxes, an annual charge ("Tenant’s Share of Taxes”) which originally shall equal the amount set forth in the Data Sheet All payments, charges, dues and assessments payable under this Section shall be payable in monthly installments on the first day of each month as Additional Rent. Tenant’s Share of Taxes payable by Tenant shall be increased annually as set forth in the Data Sheet. Section 2.05 TRASH REMOVAL CHARGE. (a) Tenant, at Tenant's expense, shall at all times keep the Premises (including, without limitation, the service areas adjacent to the Premises, display windows and signs) orderly, neat, safe, clean and free from rubbish and dirt. Tenant shall only be responsible for keeping the service areas adjacent to the Premises clean and free of Tenant storage and or trash. Tenant shall dispose of all trash (wet or dry) on a daily basis in such receptacles as may be designated by Landlord for such disposal, and until Tenant disposes of such trash, Tenant shall store the trash and other solid waste within the Premises or in such areas as may be designated by Landlord for such storage. Tenant shall not burn any trash or garbage at any time in or about the envelopment. (b) Solid waste disposal contractors designated by Landlord shall remove trash from said receptacles at such intervals as Landlord may determine, in Landlord’s commercially reasonable discretion. The Data Sheet will set forth whether the Tenant will initially pay (i) the “Trash Removal Charge” as set forth on the Data Sheet, or (ii) the solid waste disposal contractor designated by Landlord directly. Landlord shall have the right to change the method of payment at any time during the Term by providing Tenant thirty (30) days’ prior written notice. The charges levied by any contactor designated by Landlord shall be shall be at a cost competitive with comparable services in the area in which the Shopping Center is located. (c) In the event Landlord elects that Tenant pay a Trash Removal Charge, Tenant shall be solely responsible for and shall promptly pay, as Additional Rent hereunder, the sum set forth in the Data Sheet as the “Trash Removal Charge” for each lease year during the Term in equal consecutive monthly installments in advance on or before the first day of each month, without prior demand or notice. Such Trash Removal Charge payable by Tenant shall be adjusted annually commencing on the 1^ day of January immediately following the Rental Commencement Date and each January thereafter by the annual percentage increase in the “Index” (as defined in Section 27.23) to the respective January or the closest subsequent month thereto that the Index is published; provided, however, in no event shall Tenant pay less than the Trash Removal Charge payable for the preceding year. If Landlord elects that Tenant pay the solid waste disposal contractors directly, then Landlord shall instruct such contractor to bill its charges directly to Tenant, and Tenant shall pay such charges directly to the contractor, and no separate Trash Removal Charge shall be payable hereunder. At any time during the Term, Landlord may, upon thirty (30) days’ prior written notice to Tenant, discontinue furnishing trash removal services to the Premises without thereby affecting this Lease in any manner or otherwise incurring any liability to Tenant except that Landlord will no longer be required to furnish trash removal services to the Premises. If Landlord does not provide such services and if Landlord has elected not to retain a third party to provide such services, Tenant shall arrange for the regular pickup of all trash, garbage and other solid waste with a contractor and upon terms approved in writing by Landlord, in its sole discretion. Such fees and charges shall be at a cost competitive with comparable services in :he area in which the Shopping Center is located. Section 2.06 ADDITIONAL RENT. In addition to Minimum Annual Rental and Percentage Rental hereunder. Tenant shall pay, as "Additional Rent" (whether or not so designated herein), in a manner and at the place provided in this Lease, all sums of money required to be paid by Tenant under this Lease. If such amounts or charges are not paid at the time and in the manner as provided in this Lease, they shall nevertheless be collectible as Additional Rent with the next installment of Minimum Annual Rental thereafter falling due, but nothing herein contained shall be deemed to suspend or delay the payment of any amount of money or chaige at the time the same becomes due and payable hereunder or to limit any other remedy of Landlord. All amounts of Minimum Annual Rentel, Percentage Rental and Additional Rent (also collectively referred to in this Lease as "Rental") payable in a given month shall be deemed to comprise a single rental obligation of Tenant to Landlord. Section 2.07 LATE CHARGE. Unless specifically stated otherwise in this Lease, all Rental or other charges required to be paid by Tenant pursuant to this Lease shall be due and payable ten (10) days after demand, without any notice from Landlord and without any deductions or offsets whatsoever. The parties hereby agree that late payment by 10/31/2016 OAK/Lovc Culture REV 3/2016 1 2 3 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 Tenant of any Rental owing under this Lease will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amount of which costs arc extremely difficult and impracticable to fix. Such costs and expenses may include, for example, administrative and collection costs, and processing and accounting expenses. Therefore, in the event Tenant fails more than twice in any lease year to pay any monthly installment of Rental on the date said payment is due, then Tenant shall pay a late charge of five percent (5%) of such amount as Additional Rent. The parties hereby agree that such late charge represents a fair and reasonable estimate of the costs and expenses 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 in this Lease. In the event Tenant pays the late charge set forth hereunder but fails to pay contemporaneously therewith all unpaid amounts of Rental, Landlord's acceptance of this late charge payment shall not constitute a waiver of Tenant's default with respect to 1'enan“.'s nonpayment nor prevent Landlord from exercising all other rights and remedies available to Landlord under this Lease, at law or in equity. Section 2.08 TENANT'S PAYMENT OBLIGATIONS. (a) Landlord may, at its option and its sole discretion, apply any payments received from Tenan: to any Rental, or other charges which are then due and payable. If Landlord shall not make any specific application of a payment received from Tenant, then any payment received from Tenant shall be applied first to the other charge, then to Rental which has been overdue for the longest period of time. No designation of any payment by Tenant for application to a specific portion of Tenant's financial obligations hereunder shall be binding upon Landlord. . (b) Tenant covenants to pay all charges under this Lease, including, without limitation, Minimum Annual Rental, Percentage Rental and Additional Rent and other charges, independent of any obligation of Landlord except failure to deliver possession. No breach of this Lease by Landlord except failure to deliver possession shall relieve Tenant of its obligation and duty to pay all such charges when due under the terms of this Article II Section 2.09 PARKING VALTOATION CHARGE. Commencing with the Rental Commencement Date and continuing for the remainder of the Lease Term, Tenant shall pay to Landlord an annual Parking Validation Charge as specified in the Data Sheet (“Parking Validation Charge”). Such cha^e shall be payable for each year during the Term and shall be increased annually equal to the percentage set forth on the Data Sheet. Payment of the Parking Validation Charge shall entitle Tenant’s customers to use the parking structure in the Shopping Center in accordance with Landlord’s parking validation program which shall be subject to such rules and regulations as established by Landlord. It is expressly understood and agreed that the operator of the parking structure shall, in its sole and absolute discretion, determine the amount of parking tees and further shall have no obligation whatsoever to provide a special fee structure for Tenant’s employees or to provide parking for Tenant’s employees. Tenant shall pay the Parking Validation Cliarge in twelve (12) equal monthly installments during the Lease Term, in ^vance, on the first day of each calendar month. ARTICLE III RECORDS AND BOOKS OF ACCOUNT Section 3.01 TENANT'S RECORDS. Tenant shall prepare and keep full, complete and proper books and source documents, in accordance with Generally Accepted Accounting Principles, of the Gross Sales, whether for cash, credit or otherwise, of each separate department at any time operated within the Premises and of the operations of each subtenant, concessionaire, licensee and/or assignee, and shall require and cause all such parties to prepare and keep books, source documents, records and accounts sufficient to substantiate those kept by Tenant ("Records"). The Records to be kept by Tenant shall include, without limitation, true copies of all state and local sales and use tax returns and reports for the Premises, records of inventories and receipts of merchandise, records of bank deposits of the entire receipts from transactions at the Premises, daily receipts from all sales (including those from mail or telephone orders), and other pertinent original sales records and records of any other transactions conducted in or from the Premises by Tenant and any other persons conducting business from the Premises. Pertinent original sales records shall include, without limitation, a point of sale system of record keeping and such other reasonable documentation which would normally be examined by an independent accountant pursuant to Generally Accepted Auditing Standards in performing an audit of Tenant's sales sufficient to provide determination and verification of Gross Sales and the exclusions and deductions therefrom. I'enant’s Records shall be preserved by Tenant for at least two (2) years aAer expiration of each lease year or partial tease year. All of books, source documents, records and documentation maintained pursuant hereto shall at ail reasonable times, upon at least ten (10) days’ prior written notice, be open to the inspection at Tenant’s principal business office in the United States of, and may be copied or extracted ifom, in whole or in part by Landlord or Landlord's authorized representative or agent for a period of at least two (2) years aAer the expiration of each lease year. 10/31/2016 OAK/I.OVC Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 Notwithstanding anything to the contrary contained in this Section, Tenant shall not be required to alter its record keeping practices or accounting system to conform to Landlord’s requirements for reporting Gross Sales, provided Tenant’s practices and accounting system are sufficient for Landlord to determine Gross Sales in a manner which is in accordance with Generally Accepted Accounting Principles and which provides Landlord with a clear audit trail. In particular, Tenant shall not be required to keep or produce serially numbered cash register tapes or other voluminous records. Tenant agrees that it shall keep, at least for the period required by this Lease, at Tenant's principal business office in the United States, accurate records in the computer medium then used by Tenant showing Tenant’s Gross Sales and, upon at least ten (10) days’ prior written notice, shall produce computer generated reports based on such records in accordance with the reporting requirements of this Lease. Section 3.02 REPORTS BY TENANT. Tenant shall furnish to Landlord, within fifteen (15) days after the expiration of each month of each lease year, a complete statement, certified by Tenant, of the amount of Gross Sales, as defined in Section 2.03 of this Lease, made from the Premises during such period. Tenant shall furnish to Landlord, within forty-five (45) days after the expiration of each lease year, a complete statement, certified by Tenant, showing in all reasonable detail the amount of such Gross Sales made by Tenant from the Premises during the preceding lease year or partial lease year. Tenant shall require all subtenants, concessionaires, licensees and/or assignees, if any, to furnish a similar statement. If Tenant or any subtenant, concessionaire, licensee and/or assignee fails to furnish to Landlord any monthly or annual statement of Gross Sales within the time required by this Section and shall fail to provide such statement within fifteen (15) days after Tenant receives written notice from Landlord that such statement is required (provided that nc such notice shall be required tor the remainder of such lease year if Tenant has received three (3) or more such notices from Landlord under this Section within such lease year), then Tenant shall pay within fifteen (15} days of demand therefor by Landlord as Additional Rent, a special handling fee of Fifty Dollars ($50.00) per statement per day until such statenvent is delivered to Landlord. In addition, if Tenant or any subtenant, concessionaire, licensee and/or assignee, if any, fails to furnish any two (2) consecutive monthly or annual statements of Gross Sales within the time required by this Section 3.02 and shall fail to provide such statement within fifteen (15) days after Tenant receives written notice from Landlord that such statement is required (provided that no such notice shall be required for the remainder of such lease year if Tenant has received three (3) or more such notices from Landlord under this Section within such lease year), then, without limiting any of the Landlord's other rights under this Lease, Landlord shall have the right upon ten (10) days' prior written notice to conduct an audit as set forth in Section 4.02 below and any and all reasonable and actually incurred chaiges occasioned by rea.son thereof shall be the sole obligation of Tenant and payable on demand. ARTICLE IV AUDIT Section 4.01 RIGHT TO EXAMINE BOOKS. Notwithstanding the acceptance by Landlord of payments of Minimum Annual Rental or Percentage Rental or installments thereof. Landlord shall have the right to audit all rentals and other charges actually due hereunder. Within twenty (20) days following Landlord's request, Tenant shall make available to l^andlord at Tenant’s principal business office in the United States for examination, extracting and/or copying all books, source documents, accounts, records and sales tax reports of Tenant and any subtenants, concessionaires, licensees and/or assignees, including Tenant’s state and federal income tax returns,, in order to verity the amount of Gross Sales made in and from the Premises. Unless in connection with a default by Tenant of this Lease, Landlord’s right to audit Tenant’s books shall not exceed one (1) time per lease year and no audit shall be conducted during the months of November or December. Section 4.02 AUDIT. (a) At its option. Landlord may at any time upon twenty (20) days' prior written notice to Tenant, cause a complete audit to be made by an auditor selected by Landlord of the entire records and operations of Tenant and/or any subtenants, concessionaires, licensees and/or assignees relating to the Premises for the period covered by any statement issued or required to be issued by Tenant or a concessionaire as above set forth in Article 111. . Tenant shall make available to Landlord's auditor at Tenant's principal business oftlce in the United States, within twenty (20) days following Landlord's notice requiring such audit, all of the books, source documents, accounts, records and sales tax reports of Tenant and any of its concessionaires which such auditor deems necessary or desirable for the purpose of making such audit, including Tenant’s state and federal income tax returns to the extent the same are required to be kept under Section 3.01. If such audit discloses that Tenant's Gross Sales as previously reported for the period audited were understated. Tenant shall immediately pay to Landlord the additional percentage rental due for the period audited. Further, if such understatement was in excess of three percent (3%) of Tenant's actual Gross Sales as disclosed by such audit and such understatement resulted in an underpayment of percentage rent then. Tenant shall immediately pay to Landlord the cost of such audit, and if such understatement was in excess of ten percent (10%) of Tenant's Gross Sales as disclosed by such audit, Landlord may declare this Lease terminated and the Term ended, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date set forth in this Lease for expiration of the 10/31/20I6 0AK/1.OVC Culture REV 3/2016 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 Term, and Tenant shall vacate and surrender the Premises on or before such date in the condition required by this Lease for surrender upon the expiration of the Term ; provided, however, Landlord shall not exercise its right to terminate this Lease by reason of such understatement of Tenant’s Gross Sales if Tenant can demonstrate that such understatement was inadvertent and not deliberate. (b) If upon examination or audit Landlord's accountant or representative reasonably determines that suificient documentation is not mmntained, retained, recorded or available to verify Tenant's actual Gross Sales, Tenant shall pay for the reasonable cost of such audit and, in addition, should Landlord deem it necessary. Tenant shall reconstruct, at its sole cost and expense, all Records for the determination of Gross Sales for any period being audited. (c) If Tenant subleases, licenses, or in any manner allows the Premises to be used by another party (the "Subtenant"), Tenant is responsible for ensuring that the Subtenant's Records conform to the requirements of this Lease. The failure of Subtenant to maintain its Records as required under this Lease, or to correctly report Gross Sales, will be deemed a failure on the part of Tenant to conform to the requirements of this Lease and shall subject Tenant to the remedies set forth in Section 4.02(a) or Section 4.02(b) above, including termination of this Lease. ARTICLE V CONSTRUCTION OF PREMISES Section 5.01 CONSTRUCTION OF PREMISES. (a) Any improvements to be made to the Premises shall be substantially as set forth in Exhibit B attached hereto. Each of the parties hereto shall perform the obligations imposed upon such party in said Exhibit at the times and in the manner therein provided. It is understood and agreed by Tenant that any minor changes from any plans or specifications covering Landlord’s Work as defined in said Exhibit shall not affect or change this Lease or invalidate the same. (b) Without limiting the generality of the incorporation by reference of all exhibits and/or addenda to this Lease, Tenant's failure to furnish the plans and specifications required pursuant to Exhibit B ("Plans and Specifications") to Landlord within the time periods and in the form required by Exhibit B, or failure to perform any other obligation under Exhibit B, shall constitute a default under this Lease pumuant to Article XIX below, which shall entitle Landlord to all remedies set forth in Article XIX below. In addition, if Landlord determines that Landlord and Tenant are unable to agree upon the Plans and Specifications, either party may at its option, terminate this Lease upon ten (10) days' notice t o the other party, in which event this Lease shall terminate on the date specified in such. No deviation from the final Plans and Specifications, once approved by Landlord, shall be made by Tenant without Landlord's prior written consent. Approval of the final Plans and Specifications by Landlord shall not constitute the assumption of any responsibility by Landlord for their accuracy, efficacy or sufficiency, and Tenant shall be solely responsible for such items. Any occupancy of the Premises by Tenant prior to the Rental Commencement Date shall be solely for the purpose of inspection, measurement and obtaining information necessary to prepare Plans and Specifications and to construct its leasehold improvements, and shall be subject to all terms and conditions of this Lease applicable to such entry prior to the Rental Commencement Date pursuant to Section 1.02 above If required by Landlord, storefront barricades, reasonably acceptable to Landlord, attractively screening the Premises from view during construction shall be erected and maintained by Tenant at all times prior to Tenant's opening for business to the general public and shall be removed by Tenant prior to such opening. Section 5.02 CERTIFICATE OF OCCUPANCY. Within the earlier of (a) twenty (20) days after completion of construction of Tenant's Work in accordance with the final Plans and Specifications as approved by Landlord (as described in Section 5.01 and Exhibit B); or (b) thirty (30) days after Tenant opens the Premises for business, Tenant shall deliver to Landlord the original of the Certiftcate of Occupancy for the Premises issued by the appropriate governmental agency, original execution copies of all mechanics' lien releases for contractors, subcontractors or any person performing labor and/or supplying materials in excess of $10,000 or other lien releases on account of Tenant's Work, notarized and unconditional, in such form as Landlord shall have reasonably approved, copies of all building permits indicating inspection and approval by the issuer of said permits, and a General Contractor’s certification that Tenant’s Work has been constructed in accordance with the final Plans and Specifications and is fully complete in accordance with Exhibit B. 61 62 63 64 65 66 67 Section 5.03 CONDITION OF PREMISES. (a) Except as otherwise specifically provided in this Lease (including, without limitation, in Exhibit B attached hereto). Tenant hereby agrees that upon delivery of possession of the Premises to Tenant, Tenant shall accept such delivery of possession of the Premises in its then existing “AS IS” condition, and Tenant acknowledges (i) that Tenant shall have inspected the Premises and shall be fully aware of the condition of the Premises as of delivery of possession; (ii) that Landlord shall have no obligation to improve 10/31/2016 OAK/Love Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 or alter the Premises for the benefit of Tenant; (iii) that, except as may be expressly provided in this Lease, neither Landlord nor any of Landlord's employees, agents, representatives, contractors nor brokers has made any representation or warranty of any kind respecting (a) the condition of the Premises, Shopping Center and/or Development, (b) the suitability thereof for Tenant's use or the conduct of Tenant's business, or (c) occupancy or operation within the Shopping Center or Development by any other person or entity. Tenant irrevocably waives any claim based upon or related to any such claimed representation by Landlord or any claimed representation by Landlord as to traffic to be expected at the Premises or sates to be expected at the Premises. Tenant's taking possession of the Premises shall constitute Tenant's formal acceptance of the same and acknowledgment that the Premises are in the condition called for under this Lease, subject to all field conditions existing at the time of delivery of possession. In no event shall Landlord be liable for damages or otherwise as a result of any failure to make the Premises available within the time and/or in the condition provided in this Lease and no such failure shall permit Tenant to rescind or terminate this Lease. Landlord agrees to deliver possession of the Premises to Tenant free of “Hazardous Materials” as the term is defined in Section 7.03. (b) CASd Inspection. As of the Commencement Dale of this Lease, the Premises has not been inspected by a Certified Access Specialist (“CASp”). Pursuant to California Civil Code §1938. Section 5.04 ULTIMATE RENTAL COMMENCEMENT DATE. Notwithstanding anything to the contrary contained herein, if for any reason whatsoever (including, without limitation, excusable delay), the Rental Commencement Date shall not have commenced prior to such date as shall be eighteen (18) months from the Commencement Date, then this Lease shall be automatically terminated without further act of either party hereto and each of the parties hereto shall be released from any further obligation hereunder. Section 5.05 REQUIRED IMPROVEMENTS. Intentionally deleted. ARTICLE VI ALTERATIONS, CHANGES AND ADDITIONS Section 6.01 ALTERATIONS BY TENANT. Tenant shall not make or cause to be made any alterations, additions or improvements to the Premises without the prior written approval of Landlord (for example, but without limiting the generality of the foregoing, Tenant shall not install or cause to be installed any signs, floor covering, interior or exterior lighting, plumbing fixtures, shades, canopies, awnings, electronic detection devices, antennas, mechanical, electrical or sprinkler systems, or make any changes to the storefront). However, Tenant may make such alterations, additions and improvements to the interior of the Premises as do not in the aggregate exceed in any lease year the amount set forth in the Data Sheet, provided (a) the same are cosmetic and not structural in nature, do not affect a utility system, the storefront or storefront sign and are not inconsistent with the final Plans and Specifications approved by Landlord; (b) that Tenant complies with the provisions concerning contractors, labor relations, compliance with law, reporting of costs and insurance and bonds and the provisions of Exhibit B; and (c) that Tenant shall submit to Landlord fifteen (15) days written notice prior to undertaking any of the foregoing. Tenant shall present to Landlord Plans and Specifications for any other alterations, additions or improvements at the time approval is sought, in accordance v/ith criteria and procedures as provided in Exhibit B. All alterations, decorations, additions and improvements made by Tenant shall be deemed to have attached to the Premises and to have become the property of Landlord upon such attachment except as otherwise set forth herein. Section 6.02 REMOVAL BY TENANT. If Landlord so directs upon the expiration or earlier termination of this Lease, Tenant shall remove the kiosk structure and all other fixtures and improvements from the Premises, cap off all utilities serving the Premises, and restore the flooring to match the surrounding common areas in the Shopping Center. Further, 1'enant shall remove its trade fixtures, equipment and other Property installed by Tenant, and surrender the Premises to Landlord in substantially as good condition as when received, ordinary wear and tear excepted. If Tenant shall fail to remove any of its Property, Landlord may, at Landlord’s option, retain either any or all of the Property, and title thereto shall thereupon vest in Landlord without compensation to Tenant, or remove all or any portion of the Properly from the Premises and dispose of the Property in any manner, without compensation to Tenant. In such event, Tenant shall, upon demand, pay to Landlord for the repair of any damage to the Shopping Center common areas resulting from or caused by such removal. ^ The obligations contained herein shall survive the expiration or earlier termination of this Lease. Section 6.03 CHANGES AND ADDITIONS. (a) Landlord reserves the right at any time, and from time to time, to make alterations to, and to build additional stories on, the building in which the Premises is located, and to construct other buildings I0/3I/20I6 OAK/Love Culture REV 3/2016 1 2 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 56 57 58 59 60 61 62 63 64 65 and improvements in the Shopping Center and/or the Deveiopment» including any modifications of the Common Areas in connection therewith, to enlarge or reduce the Shopping Center and/or the Development, to add decks or elevated parking facilities, and to sell or lease any part of the land comprising the Development, as shown on Exhibit A-1, for the construction thereon of a building or buildings to be occupied by a Department Store which may or may not be part of the Development. Landlord also reserves the right at any time, and from time to time, to change, modify, or abolish any temporary off-site utility serving the Shopping Center and/or Development. The purpose of Exhibit A-1 is to show the approximate location of the Shopping Center while the purpose of Exhibit A-2 is to show the approximate location of the Premises within the Shopping Center. Landlord reserves the right at any time to relocate, reduce, enlarge, or reconfigure the various buildings, parking areas and other common areas shown on said exhibits; provided, however, that no such changes shall reduce the parking areas below the number of parking spaces required by law. Notwithstanding the foregoing, except as may be required by applicable law, no chaises or alterations by Landlord pursuant hereto shall materially, detrimentally affect ingress or egress to and from the Premises or the reasonable visibility of the Premises (b) Landlord shall have the exclusive right to use all or any part of the roof of the Premises for any purpose; to erect additional stories or other structures over all or any part of the Premises; to erect in connection with the construction thereof temporary scaffolds and other aids to construction on the exterior of the Premises, provided that access to the Premises shall not be denied; and to install, maintain, use, repair and replace within the Premises pipes, ducts, conduits, wires and all other mechanical equipment serving other parts of the Shopping Center, the same to be in locations as will not unreasonably deny Tenant’s use thereof Landlord may make any use it desires of the exterior side or rear walls of the Premises (including, without limitation, freestanding columns and footings for all columns), provided that such use shall not encroach on the interior of the Premises except that temporary encroachments reasonably necessary for the performance of work permitted hereunder shall be permitted, provided (i) all work carried on by Landlord with respect to such encroachment shall be done during hours when the Premises are not open for business and otherwise shall be carried out in such a manner as not to unreasonably interfere with Tenant’s operations in the Premises, and (ii) Landlord, at its expense, shall repair all damage to the Premises resulting from such work. If in the exercise by Landlord of its rights hereunder. Landlord interferes with the conduct of Tenant’s business to the extent that Tenant cannot operate its business in the Premises and Tenant closes the Premises for business, and such closure exists for more than two (2) consecutive days, then commencing on the third (3rd) day of such closure, Tenant’s Minimum Annual Rent shall abate until the earlier of the time Tenant reopens the Premises for business or said interference is removed. Section 6.04 RIGHTS OF LANDLORD. (a) Landlord hereby reserves the right at any time following the Commencement Date to change the location of the Premises in the Shopping Center, as the same may be expanded from time to time; provided such relocated premises shall contain approximately the same number of square feet as the original Premises. In the event Landlord elects to exercise such right, it shall so advise Tenant by si.xty (60) days prior written notice, and Tenant hereby agrees to be bound by such election and to execute, upon receipt from Landlord, whatever amendments or other instruments as may be required to correctly reflect the foregoing. Landlord shall pay the costs of renovating the relocated Premises so that the same are reasonably comparable to the original Premises (including leasehold improvements) and of moving and reinstalling Tenant's trade fixtures and storefront sign. Landlord shall have no liability for such relocation or the closing of the Premises other than as specifically set forth in this paragraph and Tenant waives any such claims including, without limitation, claims for lost profits. (b) TERMINATION. At any time from and after the twelfth (12***) full calendar month following the Rent Commencement Date hereof, Landlord may, in its sole judgment, determine that it is necessary for Landlord to obtain possession of the Premises, Landlord, upon one hundred twenty (120) days’ prior notice in writing to Tenant, may terminate this Lease. ARTICLE VII CONDUCT OF BUSINESS BY TENANT Section 7.01 PERMITTED USE. 'fenant shall use the Premises only for the purpose of conducting the business specifically set forth in the Data Sheet and for no other use or purpose. If any governmental license or permit shall be required for the proper and lawful conduct of Tenant's business or other activity conducted in the Premises, or if a failure to procure such a license or permit might or would in any way adversely affect Landlord, the Shopping Center, then Tenant, at Tenant's expense, shall duly procure and thereafter maintain such license or permit and submit the same for inspection by Landlord. Tenant, at Tenant's expense, shall at all times comply with the requirements of each such license or permit. 10/31/2016 OAK/Lovc Culture KliV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 Section 7.02 OPERATION OF BUSINESS. (a) Subject to Section 27.04, any permitted closures for remodeling and casualty damage, Tenant agrees to be open for business and to operate in all of the Premises during ^e entire Term following the Rental Commencement Date, and to actively and diligently conduct its business at all times in a Urst class and reputable manner, maintaining at all an adequate staff of employees and adequate stock of current season merchandise. Tenant shall install and maintain at all times a display of merchandise in the display windo ws, if any, of the Premises and shall keep the same well lighted. Tenant shall be obligated to be open for business and to operate continuously during all hours established by Landlord as Shopping Center business* hours provided at least two (2) Department Stores and at least 50% of the other retail tenants in the Shopping Center are open or obligated to be open for business during such hours. In the event Landlord has approved Tenant’s remaining open for business after normal Shopping Center hours, then such approval shall be conditioned upon Tenant paying, as Additional Rent, all additional costs incurred by Landlord as a result thereof. Tenant's obligation to be open for business shall include, but not be limited to, opening for business not more than fifteen (15) minutes late, closing for business not more than fifteen (15) minutes early, and closing for business for not more than fifteen (15) minutes during Shopping Center business hours. If Tenant fails more than three (3) limes In any given lease year (provided Landlord has given Tenant notice of the first three failures) to comply with any of the provisions of this Section 7.02(a), then Tenant shall pay within thirty (30) days of demand therefor by Landlord Additional Rent in the amount of Fifty Dollars ($50.00) per day until such time as Tenant is in compliance with this Section 7.02(a). This remedy shall be in addition to any and all other remedies provided in this Lease or by law to Landlord. Failure by Tenant to be open for business and to operate shall entitle Landlord, in addition to other remedies provided in this Section 7.02, this Lease or by law, to mandatoiy injunctive relief. Without limiting the generality of the foregoing, in the event the hours during which the Shopping Center is legally permitted to be open to the public are regulated by any lawful authority, then Landlord shall be the sole judge of which hours and days shall be Shopping Center business hours. (b) Tenant, at Tenant's expense, shall promptly comply with all present and future la*ws, ordinances, orders, rules, regulations and requirements of all governmental authorities having jurisdiction affecting or applicable to the Premises or the cleanliness, safety, occupancy and use of the same, whether or not any such law, ordinance, order, rule, regulation or requirement is substantial, or foreseen or unforeseen, or ordinary or extraordinary, or shall necessitate changes or improvements (other than structural changes or improvements) or interfere with the use and enjoyment of the Premises. Tenant shall not do or permit anything to be done in or about the Premises, nor bring anything therein, which will in any way conflict with any such law, ordinance, order, rule, regulation or requirement affecting the occupancy or use of the Premises, the Shopping Center or the Development which has been or may hereafter be enacted or promulgated by governmental authorities, or in any way obstruct or interfere with the rights of others, nor shall Tenant use or allow the Premises to be used for any improper, immoral or objectionable purposes or do any act injuring the reputation of the Shopping Center and/or the Development. Tenant shall not give samples, approach customers or otherwise solicit business in the parking or other Common Areas or any part of the Development other than in the Premises, nor shall Tenant distribute any handbills or other advertising matter in the parking area or other Common Areas or any part of the Development other than in the Premises. (c) Tenant acknowledges that its employees work in the common areas of the Shopping Center which are open to the public and will require its employees to be dressed and conduct themselves professionally. Tenant shall not permit any of its employees to call out to or aggressively approach any customers of the Shopping Center or, by its manner of operation of business at the Shopping Center, disturb the quiet enjoyment of any other occupant or tenant of the Shopping Center. If Landlord receives complaints regarding the behavior of Tenant’s salespeople and/or Tenant’s sales practices during the Term, then for the first reasonable complaint received by Landlord, Tenant shall pay, within ten (10) days of demand therefor by Landlord, Additional Rent in the amount as set forth on the Data Sheet (hereinafter referred to as the “First Complaint”). If Landlord receives a second reasonable complaint regarding the behavior of Tenant’s salespeople and/or Tenant’s sales practices during the Term, then Tenant shall pay, within ten (10) days of demand therefor by Landlord, Additional Rent in the amount as set forth on the Data Sheet (hereinafter referred to as the “Second Complaint”). Further, if Tenant violates the provisions of this paragraph more than three times during the 'ferm, or if Landlord determines in its sole discretion that the standards of the operation of the Shopping Center are not being maintained due to the manner of Tenant’s operation of business, then Landlord shall have the right, at Landlord’s sole option, to immediately terminate this Lease upon written notice to Tenant. No auction, liquidation, going out of business, fire or bankruptcy sate may be conducted or advertised by sign or otherwise in the Premises. Tenant shall not permit the operation of any coin operated or vending machines or pay telephones In the Premises, other than in the areas reserved solely for the use of Tenant's employees. Tenant shall not sell or display any merchandise within three feet (3‘) of the storefront leaseline or opening unless such sale or display shall be expressly approved on the Plans and Specifications or otherwise approved by Landlord, in writing, except that Tenant shall be permitted to 10/31/2016 OAK/1.0VC Culture REV3/i016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 display merchandise in the display windows, if any. Tenant shall not use the areas adjacent to the Premises for business purposes or any other purpose. Tenant shall not store anything in service or exit corridors. All receiving and delivery of goods and merchandise for the Premises, and all removal of merchandise, supplies, equipment, trash and debris and all storage of trash and debris from the Premises shall be made only by way of or in the areas provided by Landlord. Tenant shall be solely responsible for prompt disposal within the Premises or in such areas as may be provided for such disposal by Landlord of all trash and debris from the Premises. Tenant shall not use or permit the use of any portion of the Premises as sleeping quarters, lodging rooms, for any unlawful purpose, or for cooking, except as specifically permitted in Section 7.01. Tenant shall not install any radio, television, communication dish or other similar device or related equipment exterior to the Premises, shall not cause or make any penetration of the roof of the Premises or the building in which the Premises is located and shall not erect any aerial or antenna on the roof or exterior walls of any building within the Development. Section 7.03 HAZARDOUS MATERIALS. (a) For the purposes of this Section 7.03 the following terms shall have the following meanings: (i) the term “Hazardous Material" shall mean: (aa) any material or substance that, whether by its nature or use, is subject to regulation under any Environmental Requirement, or (bb) any material, substance or waste which is toxic, ignitable, explosive, corrosive or reactive, or (cc) asbestos, or (dd) petroleum and petroleum-based products, or (ee) formaldehyde, or (ti) polychlorinated biphenyls (PCBs), (gg) Freon and other chlorofluorocarbons or (hh) such other material as is designated in a notice from Landlord to Tenant (whether such notice is provided before or after Tenant first commences to use such material); (ii) the term “Environmental Requirement" shall include the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. §9601 et seq.), the Hazardous Materials Transportation Act (49 U.S.C. §1801 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. §6901 et seq.), the Toxic Substances Control Act (15 U.S.C. §2601 et seq.), the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act (33 U.S.C. §1251 etseq.), all as presently in effect and as the same may hereafter be amended, any regulation pursuant thereto, or any other present or future law, ordinance, rule, regulation, order or directive addressing environmental, health or safety issues of or by any Governmental Authority; and (iii) the term “Governmental Authority" shall mean the Federal government, or any state or other political subdivision thereof, any local government, or any agency, court or body of the Federal government, any state or other political subdivision thereof, e.xercising executive, legislative, judicial, regulatory or administrative functions. (b) Tenant hereby represents and warrants to Landlord that it will ensure that (i) no Hazardous Material will be generated, manufactured, sold, transported or located at. on. in, under or about the Premises; (ii) no Hazardous Material will be generated, manufactured, sold, transported or located at, in, on, under or about the Premises in a manner which violates any Environmental Requirement, or which requires cleanup or corrective action of any kind under any Environmental Requirement and (iii) no Hazardous Material will be transported, released, emitted, sold, discharged, leached, dumped or disposed of fit)m the Premises onto or into any other property. However, the above prohibition concerning Hazardous Materials shall not prevent Tenant from selling regular consumer products which contain small, safe amounts of such Hazardous Materials or maintaining small, safe amounts of cleaning solutions at the Premises. (c) Tenant shall comply and shall cause any other person on or about the Premises, including, without limitation, employees, invitees (only while in the Premises), contractors, subcontractors, licensees, subtenants or agents, to comply in all respects with all Environmental Requirements, and shall cause itself and its employees, invitees (only while in the Premises), contractors, subcontractors, licensees, subtenants or agents not to generate, store, handle, manufacture, process, sell, dispose of, transport or otherwise use Hazardous Materials at, in, on, under or about the Premises in a manner that could lead or potentially lead to the imposition on Landlord or the Shopping Center or the Development of any liability or lien of any nature whatsoever. (d) Tenant shall (i) notify Landlord promptly in the event of any spill or other release of any Hazardous Material at, in, on, under or about the Premises which is required to be reported to a Governmental Authority under any Environmental Requirement; (ii) promptly forward to Landlord copies of any notices received by Tenant relating to the alleged violations of any Environmental Requirement; and (iii) promptly pay when due any fine or assessment against Tenant, Landlord or the Shopping Center or the Development relating to any Environmental Requirement or the existence of Hazardous Materials at the Premises. Tenant’s liability under this Section 7.03 is limited to the existence of Hazardous Materials due to the negligence or willful acts of Tenant or anyone under Tenant’s control (e) If, at any time, it is determined that the operation or use of the Premises violates any applicable Environmental Requirement, or that there are Hazardous Materials located at, in, on, under or about the Premises which require special handling in collection, storage, treatment or disposal, or any other form of cleanup or corrective action, 'I'enant shall within ten (10) days after receipt of notice thereof from any Governmental Authority or from Landlord take, at its sole cost and expense, such actions as may be necessaiy 10/31/2016 OAK/Love Culture REV 3/2016 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 to fully comply in all respects with all Environmental Requirements; provided, however, that if such compliance cannot reasonably be completed within such ten (10) day period, Tenant shall commence such necessary action within such ten (10) day period and shall thereafter diligently and expeditiously proceed to fully comply in all respects and in a timely fashion with all Environmental Requirements. If Tenant fails to timely lake, or to diligently and expeditiously proceed to complete in a timely fashion, any such action, Landlord may, in its sole and absolute discretion, make advances or payments towards the performance or satisfaction of the same, but shall in no event be under any obligation to do so. All sums so advanced or paid by Landlord (including, without limitation, counsel and consultant fees and expenses, investigation and laboratory fees and expenses, and fines or other penalty payments) and all sums advanced or paid in connection with any judicial or administrative investigation or proceeding relating thereto, will immediately, upon demand, become due and payable from Tenant. If Tenant fails to make such payment within ten (10) days of such demand, Tenant shall be in default under this Lease and Landlord may, without any further notice to Tenant terminate this Lease or resort to any other of its rights upon default set forth in Article XIX. Tenant will execute and deliver, promptly upon request, such instruments as Landlord may deem useful or necessary to permit Landlord to take such action, and such notes, mortgages, or other security as Landlord may require to secure all sums to be advanced or paid by Landlord. Tenant’s liability under this Section 7.03 is limited to the existence of Hazardous Materials due to the negligence or willful acts of Tenant or anyone under Tenant’s control (t) If a lien is filed against the Premises, the Development or the Shopping Center by any Governmental Authority resulting from the need to expend or the actual expending of monies arising from an Environmental Requirement, or a liability regarding Hazardous Materials related to an action or omission, whether intentional or unintentional, of Tenant or for which Tenant is responsible, then Tenant shall, within thirty (30) days from the date that the Tenant is first given notice that such lien has been placed (or within such shorter period of time as may be specified by Landlord if such Governmental Authority has commenced steps to cause the propert}' to be sold pursuant to such lien) either (i) immediately pay the claim and remove the lien, or (ii) immediately furnish a cash deposit, bond, or such other security with respect thereto as is satisfactoiy in all respects to Landlord and is sufficient to effect a complete discharge of such lien. Tenant’s liability under this Section 7.03 is limited to the existence of Hazardous Materials due to the negligence or willful acts of Tenant or anyone under Tenant’s control (g) If Landlord reasonably believes that (i) Tenant has permitted a Hazardous Material at the Premises in violation of this Section 7.03, or (ii) that any other condition violates or threatens to violate any Environmental Requirement, Landlord may, at its option, cause an environmental site assessment of the Premises or portions thereof to be conducted to confirm Tenant’s compliance with the provisions of this Section, and lenant shall cooperate in all reasonable ways with Landlord in connection with any such environmental site assessment and shall pay all costs and expenses incurred in connection therewith if such assessment shows that that Tenant has violated its representation and warranty set forth in subsection 7.03(b) or its obligations under subsection 7.03(c). Tenant’s liability under this Section 7.03 is limited to the existence of Hazardous Materials due to the negligence or willful acts of Tenant or anyone under Tenant’s control (h) Tenant shall defend, indemnify, and hold harmless Landlord its affiliates, parent corporation, subsidiaries, partners, members, management company, successors and assigns, and the employees, agents, officers, directors, shareholders, members, advisers, trustees and fiduciaries of any of them fi'om and against any and all loss, claims, demands, penalties, causes of action, fines, liabilities, settlements, damages, consequential damages, costs or expenses of whatever kind or nature, known or unknown, foreseen or unforeseen, contingent or otherwise (including, without limitation, counsel and consultant fees and expenses, investigation and laboratory fees and expenses, court costs, and litigation expenses) directly or indirectly arising out of, or in any way related to (i) any breach by Tenant of any of the provisions of this Section 7.03: (ii) the presence, use, generation, transportation, disposal, spillage, discharge, emission, leakage, release, or threatened release of any Hazardous Material which is at, in, on, under, about, from or affecting the Premises, the Shopping Center or the Development including, without limitation, any damage or injury resulting from any such Hazardous Material to or affecting the Premises, the Shopping Center, the Development or any soil, water, air, vegetation, buildings, personal property, persons or animals; (iii) any personal injury (including wrongful death) or property damage (real or personal) arising out of or related to any such Hazardous Material; (iv) any lawsuit brou^t or threaten^, settlement reached, or order or directive of or by any Governmental Authority relating to such Hazardous Material; or (v) any violation of any Environmental Requirement or any policy or requirement of Landlord hereunder. The indemnities set forth in this subparagraph (h) are limited to actions or omissions of Tenant, its contractors, subcontractors, licensees, concessionaires or others on the Premises at the request of or with the consent of Tenant. Tenant’s liability under this Section 7.03 is limfted to the existence of Hazardous Materials due to the negligence or willful acts of Tenant or anyone under Tenant’s control This indemnification shall, notwithstanding any exculpatoiy or other provision of any nature whatsoever to the contrary set forth in the Lease, or any other document or instrument now or hereafter executed between Landlord and Tenant, constitute the personal recourse undertaking, obligation and liability of the Tenant and any guarantor. The obligations set forth in this Section 7.03 shall survive the termination of the Lease. 10/31/2016 OAK/I .ovc Culture REV 3/1016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 (i) If the Lease is assigned to, or assumed by another party, or in the event of a sublease, it shall be a condition of such assignment, assumption or sublease that the assignee, party assuming or sublessee shall assume the obligations of this Section 7.03 in addition to such obligations of Tenant continuing afler and surviving such sublease, assignment or assumption. The obligations and liabilities of Tenant under this Section 7.03 shall survive and continue in full force and effect and shall not be terminated, discharged or released, in whole or in part, irrespective of any assignment, sublease or assumption and irrespective of any other fact or circumstance of any nature whatsoever. (j) Tenant shall surrender the Premises to Landlord upon the expiration or earlier termination of the Lease free of Hazardous Materials and tree of any violation created by Tenant or anyone under Tenant’s control, of any Environmental Requirement. Tenant’s liability under this Section 7.03 is limited to the existence of Hazardous Materials due to the negligence or willAil acts of Tenant or anyone under Tenant’s control. Notwithstanding anything to the contrary set forth in this Lease, in the event that, during the Term, any Hazardous Materials are discovered under the Premises and such Hazardous Materials were present prior to the date that Landlord delivered possession of the Premises to Tenant, Landlord shall take all steps necessary to remove, abate or manage in place such Hazardous Materials in accordance with all Environmental Requirements, at no cost or expense to Tenant. Landlord agrees to indemnity, defend and hold Tenant harmless from any claims, judgments, damages, costs, liabilities or loss including reasonable attorneys’ fees, consultant fees and expert fees which arise during the Term in connection with the presence of Hazardous Materials in the soil, ground water, or soil vapor or or under the Shopping Center unless such Hazardous Materials are present as a result of negligence or willful misconduct of or the violation of an Environmental Requirement by Tenant, its officers, partners, employees, agents or anyone else under Tenant’s control. If at any time such Hazardous Materials are determined to be present in the Development, Landlord shall take all steps necessary to promptly remove, otherwise abate or manage in place all such Hazardous Materials in accordance with all rules, regulations and laws. Landlord shall use diligent efforts not to materially interfere with the conduct cf Tenant’s business during any such removal or abatement process. If such removal, abatement or other work results in any damage to the Premises or Tenant’s improvements or personal property therein. Landlord shall repair any such damage at no cost or expense to Tenant. Further, if such removal, abatement or other work results in Tenant’s inability to conduct its business from the Premises and such interruption continues for a period in excess of forty eight (48) hours, and Tenant is forced to close the Premises for business, then Tenant’s payment of Minimum Annual Rental only shall abate until such time as said work has been completed or Tenant is able to reopen the Premises for business, whichever shall first occur. If such interruption continues for a period of one hundred eighty (180) days or more, then Tenant may terminate this Lease by giving written notice of such termination to Landlord, such termination to be effective sixty (60) days thereafter unless prior to the end of such sixty (60) day period said work has been completed and Tenant is able to reopen the Premises for business. Section 7.04 RADIUS. Tenant acknowledges that sales from a store owned by it or a related entity as described herein within the radius set forth on the Data Sheet ("Radius Area”) may reduce the Gross Sales that might otherwise be made from the Premises. If such a business is operated, the specific effect on Gross Sales may be difficult or impossible to establish with certainty. Therefore, in order to provide Landlord with a fair and adequate rental for the Premises, in the event that during the Term hereof Tenant or any person, firm, corporation or other entity who or which controls or is controlled by Tenant, or by any person, firm, corporation or other entity who or which controls Tenant, shall directly, either individually or as a partner or stockholder or otherwise, own, operate or become financially interested in any business similar to or in competition with the business of Tenant described in the Data Sheet, within the Radius Area from the Development, then the Gross Sales of any such business or businesses within said area shall be included in the Gross Sales made from the Premises and the Percentage Rental hereunder shall be computed upon the aggregate of the Gross Sales made from the Premises and by any such other business or businesses then conducted within said area. Tenant shall be obligated to provide Landlord with a statement of Tenant's Gross Sales for all such other businesses operated within such area, in accordance with the provisions of Article III and Landlord shall have a right to examine the books and to audit such other businesses in a manner as set forth in Article IV of this Lease. This Section 7.04 shall not apply to any such business or businesses open and in operation within said area as of the date of execution of this Lease. Landlord or Landlord's authorized representative or agent shall have the right at all reasonable times during the Term hereof and for a period of at least two (2) years after the expiration of the Term, to inspect, audit, copy and make extracts of the books, source documents, records and accounts pertaining to such other business or businesses for the purpose of determining or verifying the Additional Rent due to Landlord pursuant to this Section. 10/31/2016 OAK/Love Culture KIEV 3/2016 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 ARTICLE VIII COMMON AREAS Section 8.01 OPERATION AND MAINTENANCE OF COMMON AREAS. Landlord shall cause lo be operated and maintained during the Term all “Common Areas” (as defined below) at a level comparable to other regional shopping malls in the region in which the Development is located. The manner in which such areas and facilities shall be operated and maintained, and the expenditures therefor, shall be at the sole discretion of Landlord and the use of such areas and facilities shall be subject to such reasonable and non-discriminatoiy regulations as Landlord may establish, modify and enforce from time to time and uniformly apply to all shopping center tenants, but any such regulations shall not require payment of additional rent. Section 8.02 USE OF COMMON AREAS. (a) The term “Common Area(s)”, as used in this Lease, shall mean, to the extent provided by Landlord, all improved and unimproved areas within the Shopping Center and the Development including, without limitation: (i) parking structures, areas and facilities (collectively, “parking facilities”), tralTic control and traffic information signs and equipment, roadways, pedestrian sidewalks, curbs, driveways, a monorail system, if any, public transportation loading and unloading facilities not devoted to a single tenant, truckways, delivery areas, landscaped areas, community rooms, office Facilities, elevators, escalators, roofs, skylights, beams, stairs and ramps not contained within any Floor Area, public restrooms and comfort stations, service areas, service and fire exit corridors, passageways and other areas, amenities, facilities and improvements provided by Landlord, and (ii) those areas within the Development and areas adjacent to the Development containing parking facilities, signs, pylons or structures advertising the Development or which from time to time may be provided by the owners of such areas for the convenience and use of Landlord, the tenants of the Shopping Center and the Development, the owners and occupants of the Department Stores and their respective concessionaires, agents, employees, customers, invitees and any other licensees. The use and occupancy by Tenant of the Premises shall include the non3St and expense. ARTICLE XI INSURANCE AND INDEMNITY Section 11.01 TENANT*S INSURANCE. (a) Tenant, at its sole cost and expense, shall, during the entire Term hereof, procure and keep in force: (i) Commercial General Liability Insurance with respect tc the Premises and the operations of Tenant in, on or about the Premises, in which the limits shall be not less than the amount set forth on the Data Sheet per occurrence combined single limit, broad form/extended bodily injury, death and property damage, and business automobile liability insurance covering all owned, non-owned and hired or borrowed vehicles of Tenant used in connection with the operation of its business from the Premises, in which the limits shall be not less than the amount set forth on the Data Sheet per occurrence combined single limit, insuring for bodily injury, death and property damage; (ii) plate glass insurance, at full replacement value (Tenant shall have the right to self-insure for the risk under this subset (ii); (iii) insurance against fire, extended coverage, vandalism, malicious mischief, water damage which does not exclude backup from sewers or drains and/or sprinkler leakage, and such other additional perils including earthquake and flood as now arc or hereafter may be included in a standard extended coverage endorsement from time to time in general use in the county in which the Development is located, insuring Tenant's merchandise, trade fixtures, furnishings, equipment and all other items of personal property of Tenant located on or in the Premises, including steam boiler insurance, if applicable, in an amount equal to eighty percent (80%) of the full replacement cost thereof; (iv) workers' compensation coverage as required by law and including Employer’s Liability Insurance in the amounts set forth on the Data Sheet per each accident, per each employee by disease, with a policy aggregate by disease in the amount set forth on the Data Sheet; (v) with respect to alterations, improvements and the like required or permitted to be made by Tenant under this Lease, contingent liability and builders' risk insurance, in an amount satisfactoiy to Landlord; (vi) the insurance required under Exhibit B, and (vii) product liability coverage (including, without limitation, if this Lease covers Premises in which food and/or beverages are sold and/or consumed, liquor liability coverage for acts arising out of the serving and/or consumption of food and/or alcoholic beverages on or obtained at the Premises, to the extent obtainable), for not less than the amount set forth on the Data Sheet combined single limit, bodily injury, death and property damage. In addition, if Landlord deems it necessary to increase the amounts or limits of insurance required to be carried by Tenant hereunder and other tenants in the same merchandising catcgoiy, Landlord may reasonably increase said amounts or limits, and Tenant shall so increase the amounts or limits of the insurance required to be carried by Tenant hereunder and shall provide Landlord with policies or certificates indicating the increased amounts or limits as provided in this Section 11.01; provided, however, Landlord shall not increase the amounts or limits of insurance required to be carried by Tenant hereunder except to the extent such Increased limits are reasonable and customary for tenants in the same merchandise category as Tenant >n similar shopping centers In the area in which the Shopping Center is located. (b) All policies of insurance required to be carried by Tenant pursuant to this Section 11.01 shall be written by insurance companies of adequate financial capacity satisfactory to Landlord with a Best's rating and Financial Size Category of not less than A-/V11 and authorized to do business in the state in which the Development is located. Any such insurance required of Tenant hereunder may be furnished by Tenant under any blanket policy carried by it or under a separate policy therefor. An insurance certificate (and endorsements where same become necessary) together with a copy of the policy declaration page from Tenant's insurer, certifying that such policy has been issued, provides the coverage required by this Section 11.01 and contains all of the provisions specified in this Section 11.01 (including, without limitation, naming of additional insured entities as required by Section 11.01(c) below and a statement that no deductible or self-insured retention applies to such policy), shall be delivered to Landlord, at the addtess 10/31/2016 OAK/Lo v c Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 set forth on the Data Sheet prior to the commencement of the Term of this Lease, and such insurance information shall also be provided in connection with all renewals, not less than thirty (30) days prior to the expiration of the term of each such policy. The policy declaration page referred to herein shall be delivered to the Center Manager upon Tenant’s taking possession of the Premises, and thereafter, only upon Landlord’s request from time to time. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. Landlord may, at any time, and from time to lime, inspect and copy any and all insurance policies required to be procured by Tenant hereunder. (c) Each policy evidencing insurance required to be carried by Tenant pursuant to this Section 11.01 shall contain the following clauses and provisions: (i) a provision that such policy and the coverage evidenced thereby shall be primary and non-contributing with respect to any policies carried by Landlord and that any coverage carried by Landlord be excess insurance; (ii) a provision including Landlord and the parties set forth on Exhibit C of this Lease and any other parties designated by Landlord from time to time as additional insured entities; (iii) a waiver by the insurer of any right to subrogation against Landlord and other additional insured entities (as set forth on Exhibit C), its agents, employees and representatives which arises or might arise by reason of any payment under such policy or by reason of any act or omission of Landlord, its agents, employees or representatives; (iv) a severability of interest clause or endorsement; (v) a provision that the insurer will not cancel or change the coverage provided by such policy without giving Landlord thirty (30) days' prior written notice; and (vi) such policy shall be an “occurrence form” policy. Any policy of insurance required to be carried by Tenant that names the parties set forth in this Section 11.01 (c) (ii) as additional insured entities shall not be subject to a deductible or self-insured retention, it being the intent of the parties that such insurance shall fully and completely insure such additional insured entities for all loss or expense. (d) In the event that Tenant fails to procure or to maintain, at the times and for the duration specified in this Section 11.01, any insurance required by this Section 11.01, or fails to carry insurance required by law or governmental regulation, Landlord may (but shall not be required to) at any time or from time to time, and with notice to Tenant, procure such insurance and pay the premiums therefor, and the cost of same, plus a fifteen percent (15%) administrative fee shall be deemed Additional Remand shall be payable within thirty (30) days of Landlord’s demand. (e) Tenant will not do or suffer to be done, or keep or suffer to be kept, anything in, upon or about the Premises which will violate Landlord's policies of hazard or liability insurance or which will prevent Landlord from procuring such policies in companies acceptable to Landlord. If anything done, omitted to be done or suffered by Tenant to be kept in, upon or about the Premises shall cause the rate of fire or other insurance on the Premises or on other property of Landlord or of others within the Shopping Center to be increased beyond the minimum rate from time to time applicable to the Premises or to any property for the use or uses made thereof. Tenant will pay, as Additional Rent, the amount of any such increase upon Landlord's demand. (f) In the event Tenant retains any security guard contractor to service the Premises, Tenant shall cause Landlord to receive a customary waiver of subrogation under the worker's compensation insurance policy covering such security guard. Tenant shall provide Landlord with written notice if any such security guard is to carry a firearm upon the Premises or Development, and in such event. Landlord shall have the right to impose additional reasonable insurance requirements upon Tenant and/or such security guard, which shall be complied with by Tenant and Tenant shall provide Landlord with evidence of such compliance prior to the posting of such security guard at the Premises. Notwithstanding the foregoing, Landlord shall have the sole and absolute right to prohibit any person (including any security guard) from carrying a firearm upon the Premises, or at the Shopping Center and/or Development. Section 11.02 LANDLORD'S INSURANCE. During the Term following the Rental Commencement Date, Landlord shall provide (a) in amounts and coverages determined by Landlord (but not less than the replacement cost of the property so insured), with or without deductibles, insurance coverage in the form of an “all-risk” type policy against loss or damage by fire, flood, windstorm, hail, explosion, damage from aircraft and vehicles and smoke damage, and such other risks as are from time to time included in a standard extended coverage endorsement, insuring the Shopping Center and the leasehold improvements to the Premises (e.xclusive of Tenant's merchandise, trade fixtures, furnishings, equipment, plate glass, signs and all other items of personal property of Tenant); (b) to the extent the same is commercially available in the market during such period, rental interruption insurance which insurance may be carried in amounts up to Tenant’s total Rental obligation for no less than twelve (12) months, (c) commercial general liability insurance; and (d) any other insurance which Landlord determines in its reasonable judgment is proper with respect to the Shopping Center and/or Development, including, but not limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, workers’ compensation insurance and fidelity bonds for employees employed to perform services; alt such insurance in form and amounts as determined in 10/31/2016 OAK/Lovc Culture REV 3/2016 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 Landlord's reasonable business judgment. Tenant shall submit to Landlord a statement setting forth the cost of Tenant’s leasehold improvements promptly after completion thereof. Landlord at its option may carry a special extended coverage endorsement. The cost of all insurance maintained by Landlord pursuant to this Section shall be included as part of the Common Area Charge (as defined in Section 8.03 of this Lease). The Development may be included in a blanket policy (in which case the cost of such insurance allocable to the Development will be determined by Landlord based upon the insurer's cost calculations). Section U.03 COVENANT TO HOLD HARMLESS. Tenant covenants to defend and indemnify Landlord, its affiliates, parent corporation, subsidiaries, partners, members, management company, successors, and assigns, and the employees, agents, officers, directors, shareholders, members, advisers, trustees and fiduciaries of any of them, save them harmless (except to the extent of loss or damage resulting from the intentional or willful acts or omissions or the negligence of Landlord not required to be insured against by Tenant pursuant to this Article XI) from and against any and all claims, actions, demands, judgments, awards, fines, mechanics' liens or other liens, losses, damages, liability and expense, including attorneys' fees and court costs, in connection with all losses, including loss of life, personal injury and/or damage to property, arising from or out of any occurrence (or arising from or out of Tenant’s failure to comply with any provision of this Lease) caused wholly or in part by any act or omission of Tenant, its concessionaires, agents, contractors, suppliers, employees, servants, or licensees and including any product liability claim or any labor dispute involving Tenant or its contractors and agents and for the actions of its customers that occur within the Premises to the extent Tenant is legally responsible for the actions of its customers or is otherwise required to indemnify Landlord by law. In case Landlord or any other party so indemnified shall be made a party to any litigation commenced by or against Tenant, then Tenant shall defend, indemnify, protect and save them harmless and shall pay, as the same becomes due and payable, all costs, expenses and reasonable attorneys' fees and court costs incurred or paid by them in connection with such litigation. Landlord reserves to itself, at its sole option, the right to appoint or approve of counsel to defend its interest in any action where it or its related entity is a named party. Landlord agrees to indemnify and hold Tenant harmless from and against all claims, liabilities, losses, damages and expenses for injury to or death of any person or loss or damage to property in or upon the Common Areas which result from claims by third parties relating to the Common Areas, except to the extent such claim is based upon an act or omission of Tenant, any subtenant, licensee, concessionaire or assignee of Tenant, or any of their respective agents, employees or contractors, or Tenant’s breach of this Lease. In case Tenant shall, without fault, be made a party to any such litigation, then Landlord shall protect and hold Tenant harmless and shall pay all reasonable costs, expenses and attorneys* fees incurred or paid by Tenant in connection with such litigation. Landlord reserves to itself, at its sole option, the right to appoint or approve of counsel to defend its interest in any action where it or its related entity is a named party. Section 11.04 WAIVER OF RIGHT OF RECOVERY. Neither Landlord nor Tenant shall be liable to the other or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property, or any resulting loss of income, or losses under worker's compensation laws and benefits, even though such loss or damage might have been occasioned by the negligence of such par^, its agents or employees. Each party shall obtain such an endorsement on their insurance policies. The provisions of this Section 11.04 shall not limit the indemnification for liability to third parties pursuant to Section 11.03. ARTICLE XII UTILITIES Section 12.01 UTILITY CHARGES. (a) Tenant shall be solely responsible for and shall promptly pay for all fees, deposits and charges, including use and/or connection tees, hook-up fees, standby fees, and/or penalties for discontinued or interrupted service, and the like, for water, gas, electricity, HVAC, fire alarm, burglar alarm, telephone, cable television, sewer and sanitation, solid waste disposal and any other service or utility used in or upon or furnished to the Premises, including, without limitation, any services to be supplied by Landlord from a central utility plant or other utility system (including, without limitation. Landlord’s charge for the HVAC central plant system or any other charge) as more particularly set forth on the Data Sheet or on Exhibit D, irrespective of whether any of the foregoing are initially paid in advance by Landlord, or otherwise. Landlord, at its sole option, may elect to furnish any or all of such services with a separate charge therefor to Tenant, at a cost in excess of Landlord's cost but not more than would be charged by other local providers, such charge to be based upon the services used by Tenant, as reflected by meter, submeter or otherwise. Tenant shall pay such charge, as Additional Rent, at such time and upon such terms as installments of Minimum Annual Rental are due. 10/31/2016 OAK/Love Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 \5 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 Tenant shall initially pay Landlord the sums sel forth on the Data Sheet per annum for the cost of providing: (i) water and sewer service; (ii) fire detection services; and (iii) electric service to the Premises. All such sums shall be subject to reasonable annual adjustments by Landlord, payable as Additional Rent, and paid in equal consecutive monthly installments in the same manner as Minimum Annual Rental. (b) Except to the extent of Landlord's it’s agents* or employees’ willful acts or negligence, in no event shall Landlord be liable for damages or otherwise for any interruption, reduction, disruption, curtailment or failure in the supply, quality or character of electricity, services from a central utility plant or any other utility or other service, or if either the quantity, quality cr character thereof supplied to or by Landlord is changed or is no longer available for Tenant's requirements, nor shall any such interruption, reduction, disruption, curtailment, failure or change in quantity, quality or character constitute or be deemed to constitute constructive eviction of Tenant, or excuse or relieve Tenant from its obligations under this Lease, including but not limited to the payment of Rental. Notwithstanding anything contained in this section to the contraiy, if as a result of the negligence of Landlord, there is an interruption or discontinuance in the utility or other service supplied by Landlord which results in Tenant’s inability to conduct its business at the Premises for a period in excess of forty-eight (48) hours, and Tenant closes its Ftemises for business, then from and after the forty-ninth (49th) hour after Tenant closes it business.Tenant’s payment of Minimum Annual Rental only shall abate until such time as said utility or other service supplied is restored or Tenant reopens the Premises for business, whichever first occurs. (c) Prior to the commencement of Tenant’s occupancy of the Premises and/or at any time thereafter until the expiration of the Term, Landlord may, upon thirty (30) days' prior written notice to Tenant, elect to have Tenant obtain, and/or discontinue furnishing, as applicable, any utility to the Premises provided an alternative source is available (including, without limitation, heating, ventilation and air conditioning services), without thereby affecting this Lease in any manner or otherwise incurring any liability to Tenant, and Landlord shall no longer be obligated to furnish such utility to the Premises. If Landlord shall give Tenant notice of intention to so have Tenant obtain, or for Landlord to cease furnishing, a utility to the Premises, Tenant may contract for and receive such utility directly from the public utility corporation then serving the Shopping Center, and if Tenant does so. Landlord shall permit Tenant, at Tenant's sole cost, to use Landlord's risers, wiring, electric and any other installations then serving the Premises for such purpose, if any, to the extent that the same are available, suitable and may be safely so used, consistent with concurrent and anticipated future use by Landlord and other tenants. If Landlord is the initial provider of a utility service to Tenant, Landlord agrees not to discontinue furnishing any utility to Tenant pursuant hereto until such time as Tenant shall be able to receive said utility service from an alternate source of supply. Tenant agrees to act diligently in connecting to such alternate source as soon as it becomes available. Landlord may from time to time during the Term elect to provide, or resume provision of, any utility to the Premises obtained or provided by Tenant pursuant hereto, and thereafter make an election for Tenant to provide such utility pursuant hereto, and thereafter re-elect again pursuant hereto on an ongoing basis. (d) Notwithstanding any other provisions of this Article, to the extent utilities provided by Landlord are utilities which could be supplied to Tenant as a direct customer of a public utility, the value of such utility used by Tenant shall be computed for the purposes of this Article so as not to exceed the rate schedules which would be applicable if Tenant were at the time a direct customer of such public utility corporation. (e) Any obligation of Landlord to furnish light, power and services from a central utility plant shall be conditioned upon the availability of adequate energy sources. Landlord shall have the right to reduce heating, cooling and lighting within the Premises and the Common Areas as required by any mandatory or voluntary fuel or energy saving allocation, or similar statute, regulation, order or program. (f) Tenant shall operate its heating, ventilating and air conditioning (“HVAC”) system(s) serving the Premises so as to maintain comfortable conditions during regular Shopping Center business hours. Temperatures in the Premises shall be compatible with temperatures in the Shopping Center. Tenant's obligation to connect to the services supplied by Landlord, as set forth in this Section 12.01 and Exhibit B, as well as Tenant's installation, operation and maintenance of its HVAC system(s) within the Premises, shall be as set forth herein, in Exhibit B and in any related cxhibil(s). (g) If Tenant desires to install any equipment which shall exceed the capacity of any utility facilities or which shall require additional utility facilities, Tenant shall not have the right to do so without Landlord's prior written approval of Tenant's Plans and Specifications and specifications therefor. If such installation is approved by Landlord, and if Landlord provides such additional facilities to accommodate Tenant's installation, Tenant agrees to pay Landlord, on demand, the cost of providing such additional utility facilities or utility facilities of greater capacity. Tenant shall in no event use any of the utility facilities in any way which shall overload or overburden the utility systems. 10/31/2016 OAK/Love Culture REV 3/2016 1 2 4 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 ARTICLE XIII ESTOPPEL STATEMENT, ATTORNMENT AND SUBORDINATION Section 13.01 ESTOPPEL STATEMENT. Within twenty (20) days after request therefor by Landlord, Tenant shall execute, in recordable form, and deliver to Landlord a statement, in writing, certifying (a) that this Lease is in full force and effect, (b) the Commencement Date, the Rental Commencement Date and the expiration date of this Lease, (c) that Rental and all other charges hereunder arc paid currently without any offset or defense thereto, (d) the amount of Rental and all other charges hereunder, if any, paid in advance, (e) whether this Lease has been modified and, if so, identifying the modifications, (f) that there are no uncured defaults by Landlord or stating in reasonable detail those claimed by Tenant (provided that, in ^ct, such details are accurate and ascertainable), and (g) such other factual matters relating to the status of this Lease as may be reasonably requested by Landlord. Section 13.02 ATTORNMENT. In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the event Landlord sells, conveys or otherwise transfers its interest in ihe Shopping Center or any portion thereof containing the Premises, this Lease shall remain in full force and effect and Tenant hereby automatically attorns to the new owner. Tenant covenants and agrees, at such new owner’s request, to execute an instrument evidencing such attornment reasonably satisfactory to the new owner, recognizing the new owner as the landlord under this Lease. Tenant acknowledges that such new owner shall not be bound by (i) any prepayment of more than one (1) month’s Rent (except rental deposit but only to the extent received by said successor) or (ii) any material amendment of the Lease made after the later of the Commencement Date, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment or (iii) any claims, offsets or defenses of Tenant arising prior to such attornment, except for those specifically provided in the Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant’s request, the new owner shall acknowledge in writing that, subject to the provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be disturbed so long as Tenant is not in default under the terms of this Lease beyond the time permitted to cure such default. Section 13.03 SUBORDINATION. Tenant further agrees this Lease shall be subordinate to the lien of any mortgage, deed of trust or any ground lease that may be placed upon the Premises or the Shopping Center or the Development and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, modifications, replacement and extensions thereof. The foregoing shall be self-operative and no further instruments shall be required to effect such subordination of this Lease. Tenant also agrees that any mortgagee, beneficiary or ground lessor may elect to have this Lease constitute a prior lien to its mortgage, deed of trust or ground lease, and in the event of such election and upon notification by such mortgagee, beneficiary or ground lessor to Tenant to that effect, this Lease shall be deemed a prior lien to such mortgage, deed of trust or ground lease, whether this Lease is dated prior to or subsequent to the date of said mortgage, deed of trust or ground lease. Tenant agrees that upon the demand of Landlord, or any mortgagee, beneficiary or ground lessor, Tenant shall, within twenty (20) days of the receipt of said demand, execute whatever instruments may be required to carry out the intent of this Section 13.03 in the form requested by Landlord or such mortgagee, bcneficiaiy or ground lessor, including, without limitation, an appropriate recordable subordination agreement. As a condition of any subordination, the mortgagee, transferee, purchaser, lessor or beneficiary (“Landlord’s Successor’’) shall agree that Tenant’s use or possession of the Premises shall not be disturbed, nor shall its obligations be enlarged or its rights be abridged hereunder by reason of any such mortgage or deed of trust. Notwithstanding any foreclosure or sale under any such mortgage or deed of trust (or transfer by deed in lieu thereof), this Lease shall remain in full force and effect, and Tenant agrees to execute such documents as are reasonably required by Landlord’s Successor to accomplish the purpose of this Section. Section 13.04 REMEDIES. Failure of Tenant to execute any statements or instruments necessary or desirable to effectuate the foregoing provisions of this Article within twenty (20) days after written demand so to do by Landlord sliall constitute a breach of this Lease. In the event of such failure. Landlord, in addition to any other rights or remedies it might have, shall have the right by not less than fifteen (15) days' notice to Tenant to declare this Lease terminated and the Term ended unless Tenant cures such failure prior to the end of said fifteen (15) day period, in which event this Lease shall cease and terminate on the date specified in such notice with the same force and effect as though the date set forth in such notice were the date originally set forth in this Lease and fi.xed for the expiration of the Term; upon such termination Tenant shall vacate and surrender the Premises, but shall remain liable as provided in this Lease by reason of said breach. 10/31/2016 OAK/I.OVC Culture RRV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 Section 13.05 NOTICE TO MORTGAGEE. BENEFICIARY OR GROUND LESSOR. If Tenant is given notice of the name and address of a mortgagee, beneficiary or ground lessor, then Tenant shall give written notice of any default by Landlord to such mortgagee, beneficiary or ground lessor specifying the default in reasonable detail. Tenant shall afford mortgagee, beneficiary or ground lessor the right to cure such default and if such mortgagee, beneficiary or ground lessor does perform on behalf of Landlord, such default shall be deemed cured. ARTICLE XIV ASSIGNMENT AND SUBLETTING Section 14.01 RESTRICTIONS ON TRANSFER. (a) Notwithstanding any provision contained herein to the contraty, Tenant agrees not to mortgage, encumber, pledge or hypothecate all or any part of this Lease, Tenant’s interest in the Premises, or Tenant's business. Further, Tenant shall not transfer, assign, sublet, enter into franchise, license or concession agreements, change ownership or voting control of, all or any part of this Lease, Tenant's interest in the Premises or Tenant’s business (collectively "Transfer”) without first procuring the written consent of Landlord, which consent shall not be unreasonably withheld, subject to the terms, covenants and conditions contained in this Lease and to the right of Landlord to elect to terminate this Lease as provided in Section 14.02 below. Any attempted or purported Transfer without Landlord's prior written consent shall be void and of no force or effect and shall not confer any estate or benefit on anyone. Further, any such attempted or purported Transfer shall entitle Landlord immediately to terminate this Lease and all further obligations of Landlord hereunder. A consent to one Transfer by Landlord shall not be deemed to be a consent to any subsequent Transfer to any other party. No Transfer of this Lease or agreement entered into with respect thereto, whether with or without Landlord's consent, shall relieve Tenant or any guarantor from liability under this Lease. (b) Landlord and Tenant agree that it shall not be unreasonable for Landlord to withhold its consent to any proposed Transfer for any of the following reasons, which are not exclusive: (1) The contemplated use of the Premises by the proposed transferee, assignee or sublessee (hereinafter referred to as the “Transferee”) is not substantially the same as the “Use of Premises” permitted under this Lease: (2) The proposed use of the Premises by the proposed transferee is inconsistent with the retail tenant mix desired by Landlord; (3) The net worth and/or financial stability of the Transferee is, or may become, inadequate to operate the business permitted to be conducted in the Premises in the manner required by this Lease and/or to meet all of Tenant's financial and other obligations under this Lease; (4) The Transferee's reputation (or that of any of its affiliates) would have an adverse effect upon the reputation of the Shopping Center or the other businesses located therein; (5) The Percentage Rental that would be reasonably anticipated from the sales of the Transferee would reasonably be expected to be substantially less than that of Tenant hereunder; (6) The Transferee would breach any covenant of Landlord respecting radius, location, use or exclusivity in any other lease, financing agreement or other agreement relating to the Shopping Center; (7) Tenant is in default pursuant to this Lease; beyond any applicable cure period; (8) The nature of the Trajisferce's proposed or likely use of the Premises would involve any risk, greater than that of Tenant's, of the use, release, disposition or mishandling of “Hazardous Materials” (as defined in Section 7.03); I (9) Landlord reasonably determines that the Transferee is not likely to conduct on the Premises a business of a quality substantially similar to that conducted by Tenant; or thereto. (10) Any ground lessor or mortgagee whose consent to such transfer is required fails to consent Section 14.02 PROCEDURE FOR TRANSFER. Should Tenant desire to make a Transfer hereunder that requires Landlord’s consent. Tenant shall, in each instance, give written notice of its Intention to do so to Landlord at least sixty (60) days before the intended effective date of any such proposed Transfer, specifying in such notice whether Tenant proposes to 10/31/2016 OAK/Love Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 assign or sublet, or enter into license, franchise or concession agreements, the proposed date thereof, and specifically identifying the proposed Transferee, the net worth and previous business experience of the proposed Transferee, including without limitation copies of the proposed Transferee's last two years' income statement, balance sheet and statement of changes in financial position (with accompanying notes and disclosures of all materia) changes thereto) in audited form, if available, and certified as accurate by the proposed Transferee. Such notice shall be accompanied, in the case of a proposed assignment, subletting, license, franchise or concession agreement, by a copy of the proposed assignment, sublease, license, franchise or concession agreement or, if same is not available, a letter of commitment or a letter of intent. In the case of a proposed sale of Tenant's business, Tenant shall provide a copy of the proposed sale and financing agreements. Landlord shall, within foriy-five(45) days after its receipt of such notice of a proposed Transfer, by giving written notice to Tenant of its intention to do so: (a) withhold its consent to the Transfer; (b) consent to the Transfer; or (c) terminate this Lease, such termination to be effective thirty (30) days after receipt of such notice by Tenant. Failure of Landlord to give Tenant written notice of Landlord's action with respect to any request for Landlord's consent to a proposed Transfer shall not constitute or be deemed Landlord's consent to such Transfer. Landlord's consent to a proposed Transfer shall only be given if and when Landlord has notified Tenant in writing that Landlord consents to such proposed Transfer. If Landlord shall exercise its termination right hereunder, Landlord shall have the right to enter into a lease or other occupancy agreement directly with the proposed Transferee, and Tenant shall have no right to any of the rents or other consideration payable by such proposed Transferee under such other lease or occupancy agreement, even if such rents and other consideration exceed the rent payable under this Lease by Tenant. Landlord shall have the right to lease the Premises to any other tenant, or not lease the Premises, in its sole discretion. Tenant may, however, elect to nullify Landlord's election to terminate this Lease under clause (c) by furnishing Landlord with written notice of Tenant's election to withdraw its proposed Transfer within twenty (20) days of Tenant's receipt of Landlord's notice of termination, in which event the Lease shall remain in effect with the existing Tenant. Landlord and Tenant specifically agree that Landlord's election to terminate this Lease under clause (c) may be made in Landlord's sole and absolute discretion and that no test of reasonableness shall be applicable thereto. Failure of Tenant to furnish Landlord notice of Tenant’s election to nullify shall be deemed Tenant’s election to terminate this Lease without further liability of either party. If Landlord withholds its consent to any proposed Transfer pursuant hereto and if Tenant requests in writing within twenty (20) days after Tenant's receipt of Landlord's written notice of such withholding of consent, Landlord sh^l provide to Tenant a statement of its reason(s) for withholding consent to the proposed Transfer within a reasonable time after Landlord's receipt of Tenant's request therefor. Tenant acknowledges and agrees that each of the rights of Landlord set forth herein in the event of a proposed Transfer is a reasonable restriction on Transfer for purposes of applicable laws. Landlord and Tenant agree that Tenant shall have the burden of proving that Landlord's consent to the proposed Transfer was withheld unreasonably. Landlord shall have no liability to Tenant or to any proposed Transferee in damages if it is adjudicated that Landlord's consent shall have been unreasonably withheld and/or that such unreasonable withholding of consent shall have constituted a breach of this Lease or other duty to Tenant, the proposed Transferee or any other person. In such event. Tenant's sole remedy shall be to have the proposed Transfer declared valid, as if Landlord's consent had been duly and timely given (although Tenant shall be entitled to reasonable attorneys’ fees if it is the successful party in such litigation, in accordance with the terms of this Lease). Section 14.03 TRANSFER RENT AD.rUSTMENT. If Tenant shall make a permitted Transfer hereunder, the Minimum Annual Rental specified in Section 2.01 shall be increased, effective as of the date of such Transfer, to the highest of: (a) the total rent payable by the Transferee pursuant to such Transfer; or (b) an amount equal to the total of the Minimum Annual Rental, plus Percentage Rent, required to be paid by Tenant pursuant to this Lease during the 12-monlh period immediately preceding such Transfer. In no event shall the Minimum Annual Rental, after Transfer, be less than the Minimum Annual Rental immediately before Transfer. This Section 14.03 shall not apply to any Transfer not requiring the consent of Landlord under this Lease. Section 14.04 REQUIRED DOCUMENTS AND FEES. Each Transfer to which Landlord has consented shall be evidenced by a written instrument in form satisfactoiy to Landlord, executed by Tenant and the Transferee, under which the Transferee shall agree in writing for the benefit of Landlord (except as otherwise agreed in writing by Landlord) to assume, perform and abide by all of the terms, covenants and conditions of this Lease to be done, kept and performed by Tenant, including the payment of all amounts due or to become due under this Lease directly to Landlord and the obligation to use the Premises only for the purpose specified in this Lease, 'fenant shall reimburse Landlord for Landlord's reasonable attorneys’ and administrative fees incurred in the processing of, and documentation for, each such requested Transfer, whether or not the Transfer is consummated not to exceed One Thousand and No/100 IDollars ('Sl.QQQ.QQt ner Transfer Section 14.05 TRANSFER OF STOCK OR PARTNERSHIP INTEREST. If Tenant is a corporation which, under the current laws, rules or guidelines promulgated by the governmental body or agency havingjurisdiction and authority to promulgate the same, is not deemed a public corporation, or is an unincorporated association or partnership, the transfer, assignment or hypothecation, in 10/31/2016 OAK/I.OVC Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 the aggregate of more than a controlling interest of the total outstanding stock or interest in such corporation, association or partnership shall be deemed a Transfer within the meaning and provisions of this Lease. Section 14.06 ASSIGNMENT AND SUBLEASE RENTALS. The following terms and conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be deemed included in all subleases under this Lease whether or not expressly incorporated therein: (a) Tenant hereby assigns and transfers to Landlord all of Tenant's interest in all rentals and income arising from any sublease of all or a portion of the Premises heretofore or hereafter made by Tenant, and Landlord may collect such rent and income and apply same toward Tenant's obligations under this Lease; provided, however, that until a breach shall occur in the performance of Tenant's obligations under this Lease, Tenant may, except as otherwise provided in this Lease, receive, collect and enjoy the rents accruing under such sublease. Landlord shall not, by reason of this or any other assignment of such sublease to Landlord, nor by reason of the collection of the rents from a subtenant, be deemed liable to the subtenant for any failure of Tenant to perform and comply with any of Tenant's obligations to such subtenant under such sublease. Tenant liereby irrevocably authorizes and directs any such subtenant, upon receipt of a written notice from Landlord slating that a breach exists in the perfonnance of Tenant's obligations under this Lease, to pay to Landlord the rents and other charges due and to become due under the sublease. The subtenant shall rely upon any such statement and request from Landlord and shall pay such rents and other charges to Landlord without any obligation or right to inquire as to whether such breach exists and notwithstanding any notice from or claim from Tenant to the contrary. Tenant shall have no right or claim against said subtenant, or, until the breach has been cured, against Landlord, for any such rents and other charges so paid by said subtenant to Landlord. (b) In the event of a breach by Tenant in the performance of its obligations underthis Lease, Landlord, at its option and without any obligation to do so, may require any subtenant to attorn to Landlord, in which event Landlord shall undertake the obligations of the sublandlord under such sublease from the time of the exercise of said option to the expiration of such sublease; provided, however, Landlord shall not be liable for any prepaid rents or security deposit paid by such subtenant to Tenant or for any other prior defaults or breaches of Tenant as sublandlord under such sublease. Section 14.07 PERMITTED TRANSFERS. Notwithstanding anything to the contrary contained in this Article, provided the conditions set forth in this subparagraph are met, Tenant may, without the prior consent of Landlord, assign this Lease or sublease the Premises to: (a) any parent, subsidiary or affiliate division or entity controlled by or under common control with Tenant; (b) any corporation resulting from the consolidation or merger of Tenant into or with any other corporation; (c) any person, firm or entity purchasing all or substantially all of Tenant’s physical assets or outstanding stock, (d) an entity purchasing in a single transaction all of Tenant’s retail stores being operated in California as long as at least ten stores are included in such transaction (as the case may be under clause (a), (b), or (c), an "Alfiliate Transfer'*). As used herein, “parent, subsidiaiy or affiliate” shall mean a corporation that, directly or indirectly through one or more intermediaries, controls, is controlled by or is under common control with Tenant, and “control” shall mean ownership of at least 51% of the voting interests together with the right and power, directly or indirectly, to direct or cause the direction of management and policies of a particular corporation. Notwithstanding the foregoing, however, (i) such assignment or sublease shall remain fully subject to all of the terms, covenants and conditions of this Lease including but not limited to the permitted use as described pursuant to Section 7.01, and the provisions of this Article XIV; (ii) such assignee or sublessee shall have a net worth at the date of such assignment or sublease equal to or greater than Fifteen Million Dollars ($ 15,000,000; (iii) such assignment or sublease shall be for the entire unexpired Lease Term; (iv) the person or entity who or which was Tenant prior to the 'fransfer shall remain liable for the payment of all sums due and the performance of all other terms and conditions of this Lease; (v) the assignee or sublessee shall assume in a written instrument satisfactory to Landlord all obligations under this Lease; and (vi) concurrent with such assignment or subletting, Tenant shall give notice to Landlord as provided in Section 27.05 of the Lease setting forth the name and address of such assignee or subtenant and the terms of such assignment or subletting; and (vii) such assignee will continue to operate the business conducted in the Premises under the same Trade Name or Trade Names (unless in connection with subset (d) above, the trade name of Tenant’s stores in the state of California are simultaneously being changed to the new trade name), in the same manner as Tenant and pursuant to all of the provisions of this Lease. 58 In no event shall any public offering, listing, redemption, hypothecation, conversion, exchange or similar 59 public disposition of Tenant’s corporate stock be deemed an assignment or require Landlord’s consent. The 60 provisions set forth in Sections 14.02and 14.05 and the increased Minimum Rent provisions set forth in Section 61 14.03 shall not apply to any Affiliate Transfer. 62 Further, notwithstanding anything to the contrary contained in this Section, Tenant’s shareholders, 63 throughout the Term of this Lease and any extension thereof, may transfer their corporate shares between 64 or among the shareholders of Tenant, and/or to their family members by bequest or inheritance or otherwise; 65 provided, however, that upon such transfer the operation of the business conducted from the Premises shall 66 be in the same Trade Name and manner as Tenant and pursuant to all of the provisions of this Lease. 10/31/2016 OAK/Lovti Cullunr RIZV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 56 57 58 59 60 61 62 63 64 65 66 67 ARTICLE XV WASTE OR NUISANCE Section 15.01 WASTE OR NUISANCE. Tenant shall not commit nor permit any of its employees, invitees, contractors, subcontractors, licensees, subtenants or agents to commit any waste upon the Premises and shall not place a load upon the floor of the Premises which exceeds the floor load per square foot which such floor was designed to carry. Tenant shall not commit nor permit any of its employees, invitees, contractors, subcontractors, licensees, subtenants or agents to commit any nuisance or other act or thing which may impact Landlord's operation of the Development or disturb the quiet enjoyment of any other occupant or tenant of the Development. Tenant shall not use or permit to be used any medium that might constitute a nuisance, such as loudspeakers, sound amplifiers, tape decks, compact disc players, radios, televisions, or any other sound producing or other device which will carry sound or odors outside the Premises and, upon written notice from Landlord, Tenant shall cause any such noise or odors to cease. Tenant agrees that business machines and mechanical equipment used by Tenant which cause vibration or noise that may be transmitted to the building or buildings comprising the envelopment or to the Premises to such a degree as to be reasonably objectionable to Landlord or to any occupant, shall be placed and maintained by Tenant at its expense in a manner sufficient to eliminate such vibrations or noise, such as by cork, rubber or spring-type vibration isolators. Tenant shall not allow any use of the Premises or any other portion of the Development in a manner which is a source of annoyance, disturbance or embarrassment to Landlord or to the other tenants of the Development or which is deemed by Landlord, in its sole discretion, as not in keeping with the character of the Development. The Premises shall not be used for any unlawful or immoral purpose. ARTICLE XVI TRADE NAME; PROMOTIONAL PROGRAM Section 16.01 TRADE NAME. (a) Tenant shall operate its business in the Premises under the name specifically set forth in the Data Sheet ("Trade Name”) so long as the same shall not be held to be in violation of any applicable law, and shall not change the advertised name or character of the business operated in the Premises without the prior written approval of Landlord not to be unreasonably withheld. Notwithstanding anything to the contraiy set forth herein, Tenant shall have the right to change its Trade Name if it changes the trade name used by a majority of its other stores operated in the slate of California under that trade name simultaneously to the new trade name, if Tenant is required to do so by any court or other governmental decree or any compromise in lieu thereof, or in connection with a permitted transfer not requiring Landlord’s consent, so long as such new Trade Name is not confusingly similar to that of any other tenant in the Shopping Center. Tenant shall furnish Landlord with reasonable prior notice of such change in trade name. Tenant agrees that any change in trade name will require the installation of a new storefront sign at Tenant’s expense, the plans for which shall require Landlord’s prior written approval (which shall not be unreasonably withheld). (b) Tenant shall use the name of the Shopping Center set forth on the Data Sheet (or such other name as Landlord shall designate during the Term as provided by written notice to Tenant) to describe the location of the Premises for all local advertising, promotional and marketing materials which refer to the location of the Premises. This will include all local television, radio, print or collateral materials which are used to promote Tenant’s location. However, Tenant shall obtain the approval for the Westfield logo or representations from the marketing director of the Shopping Center prior to using such logo or representations, which approval shall not be unreasonably withheld or delayed. Section 16.02 PROMOTIONAL PROGRAM. (a) Landlord shall provide or cause to be provided a program of advertising and promotional events and services (“Promotional Program”) which, in Landlord’s sole judgment, will serve to promote the Shopping Center and/or the Development. Landlord shall not be obligated to spend more than is actually collected from tenants in providing the Promotional Program. Any promotional services and personnel provided shall be under the exclusive control and supervision of Landlord, who shall have the sole authority to employ and discharge personnel and to establish a budget for the Promotional Program. Tenant agrees to the mention or nonmention of Tenant’s Trade Name in the general advertising and, in either event. Tenant shall, upon the request of Landlord, furnish copy, pictures or an example of its merchandise for promotion in such advertising. (b) Tenant shall pay to Landlord, as Tenant’s share of the cost of the Promotional Program, an annual promotional charge (“Promotional Charge”) which originally shall equal the amount set forth in the Data Sheet. All payments, charges, dues and assessments payable under this Section shall be payable in monthly installments on the first day of each month as Additional Rent. The Promotional Charge payable by Tenant shall be increased annually equal to the percentage amount set forth in the Data Sheet. 10/31/2016 OAK/Un'e Cultua* R£V 3/2016 1 2 4 5 6 7 8 9 10 11 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 (c) In the event the Premises is located within an expansion and/or specially constructed area within the Shopping Center where a Grand Opening Date shall be set by Landlord, then Tenant shall also pay an initial assessment in the amount set forth in the Data Sheet in addition to the Promotional Charge, such initial assessment payable in one lump sum within thirty (30) days after the Rental Commencement Dale. (d) Tenant shall comply with Landlord’s digital media program, the terms of which are more particularly set forth in Exhibit ARTICLE XVII DAMAGE AND DESTRUCTION Section 17.01 RECONSTRUCTION OF DAMAGED PREMISES. (a) In the event the Premises shall be partially or totally destroyed by fire or other casualty insured under the insurance carried by Landlord pursuant to Section 11.02 of this Lease so as to become partially or totally untenantable, then the damage to the Premises shall be promptly repaired (unless Landlord shall elect not to rebuild as hereinafter provided), whereupon the Minimum Annual Rental and, to the extent reimbursed from the proceeds of insurance carried by Landlord under Section 11.02, Additional Rent payable by Tenant to Landlord shall be abated in proportion to the Floor Area of the Premises rendered untenantable, and the Annual Breakpoint shall likewise be proportionately reduced. Payment of full Minimum Annual Rental and Additional Rent so abated shall commence, and Tenant shall be obligated to reopen for business on the ninetieth (90th) day following the date that Landlord advises Tenant that the Premises are tenanlable (which shall mean that Landlord shall have repaired, restored or reconstructed the Premises, including the leasehold improvements as defined in Exhibit B), unless Tenant opens at an earlier time or remains open following such damage or destruction. Tenant hereby waives the provisions of any statute or other law that may be in effect at the time of the occurrence ofany such damage or destruction under which a lease is automatically terminated or pursuant to which a tenant is given the 'right to terminate a lease by reason of such an event of damage or destruction. (b) Landlord shall be obligated to cause such repairs to be made unless Landlord, at its sole option, elects to cause Tenant to make such repairs to the leasehold improvements, in which event Tenant shall promptly complete the same and Landlord will make available to Tenant for the sole purpose of reconstruction of Tenant's leasehold improvements such portion of any insurance proceeds received by Landlord from its insurance carrier under a policy carried pursuant to Section 11.02 of this Lease but in no event less than the amount shown in the statement required of Tenant and delivered to Landlord pursuant to Section 11.02. In the event ofany such repairs, restoration and reconstruction by Tenant, an architect duly registered in the siate where the Premises is located (if such registration is required by applicable code or governmental authorities) shall be selected and appointed by Tenant to prepare any necessary drawings and specifications and to supervise the work and direct the payment of such insurance proceeds. Such insurance proceeds shall be payable to Tenant only upon being provided certificates by said architect stating that the payments specified therein are properly payable for the purpose of reimbursing Tenant for the expenditures actually made by Tenant in connection with such work. At the election of Landlord or Landlord's mortgagee, direct payments may be made to material suppliers and laborers upon written certification by said architect that such payments arc due and payable. In making such repairs, restoration or reconstruction, Tenant, at its expense, shall comply with all laws, ordinances and governmental rules and regulations and shall perform all work or cause such work to be performed with due diligence and in a first-class manner. All permits required in connection with said repairs, restoration and reconstruction shall be obtained by Tenant at Tenant’s sole cost and expense. Any amount expended by Tenant in excess of such insurance proceeds received by Landlord and made available to Tenant shall be the sole obligation of Tenant. Landlord shall not elect to cause Tenant to make repairs to the leasehold improvements under this subsection 17.01(b) unless (i) Landlord determines in its good faith business judgment that making such repairs on Tenant’s behalf would be impracticable or cost-prohibitive, and (ii) Landlord makes the insurance proceeds therefor available to Tenant in progress payments customaiy to the shopping center industry. (c) In the event of repair, restoration or reconstruction by Landlord, any amount expended by Landlord in repairing the Premises in excess of the proceeds of insurance received by Landlord pursuant to Section 11.02 of this Lease which were allocated to the Premises shall be payable by Landlord unless Tenant has failed to comply with Section 11.02 or if the amount of such excess resulted from changes by Tenant to the original design of the Premises. The party required hereunder to repair, restore or reconstruct the damage to the Premises shall reconstruct such Premises in accordance with the Plans and Specifications originally approved by Landlord or new drawings prepared by Tenant's architect at Tenant’s sole cost and expense and acceptable to Landlord and Tenant, and shall otherwise comply with the criteria and procedures of Exhibit B unless Landlord elects otherwise. In no event shall Landlord be required to repair or replace Tenant's merchandise, trade fixtures, signs, furnishings, equipment or other items of personal property, but the same shall be repaired or replaced promptly to a condition at least equal to that prior to the damage or destruction thereof by Tenant. 10/31/2016 OAK/Lovc Culture REV 3/2016 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 In the event this Lease is not terminated and the repair or restoration of the Premises is not substantially completed within twelve (12) months (subject to Section 27.04, not to exceed an additional thirty (30) days), after the occurrence of such casually, Tenant shall have the right, as its sole remedy, to terminate this Lease at any time thereafter on sixty (60) days* prior written notice to Landlord (unless such repair or restoration shall be substantially completed during such sixty (60) day period). Section 17.02 LANDLORD'S OPTION TO TERMINATE LEASE. If (i) more than thirty-five percent (35%) of the Floor Area of the building in which the Premises are located or of the Shopping Center or of the parking facilities or of the Common Areas, shall be damaged or destroyed by fire or other casualty at any time, or (ii) during the last three (3) years of the Term of this Lease, more than twenty-five percent (25%) of the Floor Area of the Premises or of the building in which the Premises are located or of the Shopping Center or of the parking facilities or of the Common Areas shall be damaged or destroyed by fire or other casualty, or (iii) all or any material part of the Shopping Center or said building or the l^mises or of the parking facilities or of the parking facilities or of the Common Areas is damaged or destroyed at any time by the occurrence of any risk not insured under the insurance carried or required to be carried by Landlord pursuant to Section 8.03 or Section 11.02, then Landlord either may elect that the building and/or Premises and/or Shopping Center and/or the Common Areas, as the case may be, shall be repaired and rebuilt or, at its sole option, may terminate this Lease by giving written notice to Tenant of Landlord's election so to terminate, such notice to be given within ninety (90) days after the occurrence of such damage or destruction. Landlord ^rees not to terminate this Lease unless it terminates the leases of all other similarly affected tenants located within one hundred feet (100*) of the Premises If during the last two (2) years of the Term of this Lease more than twenty-five percent (25%) of the Floor Area of the Premises is damaged or destroyed to the extent that Tenant cannot operate its business in the Premises, or in the event Landlord fails to repair and reconstruct the Premises within two hundred forty (240) days after the date of such casualty. Tenant may terminate this Lease by giving written notice to Landlord of Tenant’s election to do so, such notice to be given within ninety (90) days after the occurrence of such damage or destruction and to be effective not less than sixty (60) days from the date of said notice. ARTICLE Will EMINENT DOMAIN Section 18.01 TOTAL CONDEMNATION OF PREMISES. If the whole of the Premises shall be taken by any public authority under the power of eminent domain or sold to a public authority under threat or in lieu of such taking, then the Term of this Lease shall cease as of the day upon which possession is taken by such public authority, and Minimum Annual Rental, Percentage Rental, Additional Rent and other charges shall be paid up to that day with a proportionate refund by Landlord of such Rental payments as may have been paid in advance for a period subsequent to the date of the taking. Section 18.02 PARTIAL CONDEMNATION. (a) If less than the whole but more than twenty percent (20%) of the Floor Area of the Premises or more than fifty percent (50%) of the square footage of the parking facilities or of the Common Areas shall be so taken under eminent domain, or sold to public authority under threat or in lieu of such taking, Tenant shall have the right either to terminate this Lease as of the day possession is taken by such public authority, or, subject to Landlord's right of termination as set forth in Section 18.02(c) of this Article, to continue in possession ofthe remainder of the Premises, upon notifying Landlord in writing within twenty (20) days after such taking of Tenant's intention. In the event Tenant elects to remain in possession, all ofthe terms provided herein shall continue in effect, except that as of the day possession of such percentage of the Premises is taken by public authority, the Minimum Annual Rental and Additional Rent payable by Tenant to Landlord shall be reduced in proportion to the Floor Area of the Premises taken and the Annual Breakpoint shall likewise be proportionately reduced; thereafter. Landlord shall, at Landlord's cost and expense to the extent of any available condemnation award, make all the necessary repairs or alterations to the basic building, so as to constitute the remaining Premises a complete architectural unit, and Tenant, at Tenant's sole cost and expense, shall similarly act with respect to Tenant's leasehold improvements, trade fixtures, furnishings and equipment. (b) If twenty percent (20%) or less of the Floor Area of the Premises shall be so taken, the Term of this Lease shall cease, only on the part so taken, as of the day possession shall be taken by such public authority, and Tenant shall pay Rental and other charges up to that day; thereafter, the Minimum Annual Rental and Additional Rent payable by Tenant to Landlord shall be reduced in proportion to the Floor Area of the Premises so taken and the Annual Breakpoint shall likewise be proportionately reduced. Landlord shall, at Landlord's cost and expense to the extent of any available condemnation award, make all necessary repairs or alterations to the basic building, so as to constitute the remaining Premises a complete architectural unit, and Tenant, at Tenant's sole cost and expense, shall similarly act with respect to 1'enant's leasehold improvements, trade fixtures, furnishings and equipment. (c) If more than twenty-five percent (25%) of the Floor Area of the building in which the Premises are located, or more than twenty-five percent (25%) of the Premises, or more than twenty-five percent (25%) of the square footage of the Shopping Center or of the parking facilities or of the Common Areas shall be taken under power of eminent domain, or sold to public authority under threat or in lieu of such taking, I0/3I/2016 OAK/Lo\'C Culture REV3/1016 1 Landlord may. by written notice to Tenant delivered on or before the tenth (lOth) day following the date of 2 surrender of possession to the public authority, terminate this Lease as of the date possession is taken by public 3 authority. The Minimum Annual Rental, Percentage Rental, Additional Rent and other charges shall be paid 4 up to the day possession is taken by public authority, with an appropriate refund by Landlord of such Rental s payments as may have been paid in advance for a period subsequent to that date. Landlord agrees not to 6 terminate this Lease unless it terminates the leases of all other similarly alfected tenants located within one 7 hundred feet (100’) of the Premises s 9 (d) A voluntary sale or transfer of interest of all or any part of the Premises or of the Common Area 10 in the Shopping Center by Landlord to any public or quasi-public body, agency, person or other entity, 11 corporate or otherwise, having the power of eminent domain, either under threat of condemnation or while 12 condemnation proceedings are pending, shall be deemed to be a taking under the power of eminent domain 13 for the purposes of this Article XVlIl. 14 15 Section 18.03 LANDLORD AND TENANT DAMAGES. 16 All damages awarded for such taking under the power of eminent domain or proceeds from any sale 17 under threat or in lieu of such a taking, whether for the whole or part of the Premises or leasehold 18 improvements thereto, shall belong to and be the property of Landlord, irrespective of whether such damages 19 shall be awarded or proceeds obtained as compensation for diminution in value to the leasehold improvements 20 thereto, or to the fee of the Premises, and Tenant shall have no claim against either Landlord or the 21 condemning authority with respect thereto; provided, however, that Landlord shall not be entitled to any award 22 specifically designated as compensation for, depreciation to, and cost of removal of, Tenant's stock and trade 23 fixtures, or (subject to the rights of any mortgagee or beneficiaiy of any mortgage or deed of trust made by 24 Landlord covering the Premises or the Development) to any award specifically designated as compensation 25 for the unamortized cost of Tenant's leasehold improvements less any Landlord contribution to Tenant's Work, 26 such amortization to be calculated on a s'lraight-line basis over the Term of this Lease. Tenant hereby waives 27 the provisions of any statute or other law that may be in effect at the time of the occurrence of any such taking 28 under which a lease is automatically terminated or pursuant to which a tenant is given the right to terminate a 29 lease by reason of such a taking. Notwithstanding the provisions of this Section to the contraiy, Tenant may, 30 if so allowed by laws then in effect, seek a separate award from any condemning authority for moving or 31 relocation expenses or for good will, it being understood and agreed that nothing herein shall be construed as 32 granting Tenant any rights to any portion of any proceeds received by Landlord as a result of any condemnation 33 proceedings. 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 ARTICLE XIX DEFAULT Section 19.01 RIGHTS UPON DEFAULT. (a) Notwithstanding any provision herein to the contrary and irrespective of whether all or any rights conferred upon Landlord by this Article XIX are expressly or by implication conferred upon Landlord elsewhere in this Lease, in the event of (i) any failure of Tenant to pay any Minimum Annual Rental, Percentage Rental or Additional Rent or any other charges or sums whatsoever due hereunder (including without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon Tenant's failure so to perform) for more than ten (10) days after written notice from Landlord to Tenant that such rental or any other charges or sums whatsoever due hereunder were not received on the date required for payment pursuant to this Lease, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or (ii) any default or failure by 'fenant to perform any other of the terms, conditions, or covenants of this Lease to be observed or performed by Tenant for more than thirty (30) days after written notice from Landlord to Tenant of such default (unless such default cannot be cured within said thirty (30) days in which event Tenant shall not be deemed to be in default hereunder if Tenant shall have commenced to cure said default promptly within thirty (30) days and shall thereafter proceed to prosecute such cure to completion with all reasonable dispatch and diligence, provided that such notice from Landlord shall be in lieu of, and not in addition to, any notice of default required by applicable laws, or (iii) subject to force majeure, any failure by Tenant to move into the Premises and to initially open for business within fifteen (15) days of the Rental Commencement Date, or (iv) subject to closures permitted hereunder,, any failure by Tenant to operate continuously in the manner and during the hours established by Landlord pursuant to Section 7.02(a) hereof or for the purpose specified in the Data Sheet (the Permitted Use), or (v) Tenant's abandonment of the Premises, or permitting this Lease to be taken under any writ of execution or similar writ or order, then Landlord, in addition to or in lieu of other rights or remedies it may have under this Lease or by law, shall have the following rights: Landlord may at its sole discretion: (A) immediately terminate this Lease and Tenant's right to possession of the Premises by giving Tenant written notice that this Lease is terminated, in which event, upon such termination. Landlord shall have the right to recover from Tenant the sum of (1) the worth at the time of award of the unpaid rental which had been earned at the time of termination; (2) the worth at the time of award of the amount by which the unpaid rental which would -have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could have been reasonably avoided; (3) the worth at the lime of award of the amount by which the unpaid rental for the balance of the Term after the time of award exceeds the amount of such rental loss that Tenant affirmatively proves could be reasonably avoided; (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant's failure I0/3I/30I6 OAK/Lovc Culture R£V 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 13 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 56 57 58 59 60 61 62 63 64 65 66 67 68 to perform 1 enant’s obligations under this Lease or which in the ordinary course of things would be likely to result therefrom; and (5) all such other amounts in addition to or in lieu of the foregoing as may be permitted from time to time under applicable law; or (B) have this Lease continue in effect for so long as Landlord does not terminate this Lease and Tenant’s right to possession of the Premises, in which event Landlord shall have the right to enforce all of Landlord's rights and remedies under this Lease including the right to recover the Minimum Annual Rental, Percentage Rental, Additional Rent and other charges payable by Tenant under this Lease as they become due under this Lease; or (C) without terminating this Lease, Landlord may pay or discharge any breach or violation hereof which amount so expended shall be added to the next monthly incremental payment of Minimum Annual Rent, Percentage Rental and Additional Rent due and treated in the same manner as Rental hereunder; or (D) without tenninating this Lease, make such alterations and repairs as may be necessary in order to relet the Premises, and relet the Premises or any part thereof for such term or terms (which may be for a term extending beyond the Term) at such rental or rentals and upon such other tenns and conditions as Landlord in its sole discretion may deem advisable. (b) If Landlord proceeds under Section 19.01(a)(D) above, upon such reletting all Rental and other sums received by Landlord from such reletting shall be applied, first, to the payment of any indebtedness other than Rental due hereunder from Tenant to Landlord; second, to the payment of any costs and expenses of such reletting, including reasonable brokerage fees and attorney fees and of costs of such alterations and repairs; third, to the payment of Rental due and unpaid hereunder; and the residue, if any, shall be held by Landlord and applied in payment of future Minimum Annual Rental and Additional Rent payable by Tenant hereunder, as the same may become due and payable hereunder. If such Minimum Annual Rental, Additional Rent and other sums received from such reletting during any month are less than that to be paid during that month by Tenant hereunder. Tenant shall pay such deficiency to Landlord; if such rentals and sums shall be more, Tenant shall have no right to the excess. Such deficiency shall be calculated and paid monthly. No re-entry or taking possession of the Premises by Landlord shall be construed as an election on its part to terminate this Lease unless a written notice of such intention is given to Tenant or unless the termination thereof is decreed by a court of competent jurisdiction. Notwithstanding any such reletting without termination. Landlord may at any time thereafter elect to terminate this Lease for such previous breach and shall have the remedies provided herein. Should Landlord at any time terminate this Lease for any breach, in addition to any other remedies it may have, it may recover from Tenant all damages it may incur by reason of such breach, including the cost of recovering the Premises, all of which amount shall be immediately due and payable from Tenant to Landlord. Landlord shall use its reasonable eftbrts to mitigate its damages hereunder; however, the failure or refusal of Landlord to relet the Premises shall not affect Tenant's liability. The terms "entry" and "re-entry" are not limited to their technical meanings. If Tenant shall default hereunder prior to the date fixed as the commencement of any renewal or extension of this Lease, Landlord may cancel and terminate such renewal or extension agreement by written notice. In the event of re-entiy by Landlord, Landlord may remove all persons and property from the Premises and such property may be stored in a public warehouse or elsewhere at the cost ot^ and for the account of Tenant, without notice or resort to legal process and without Landlord being deemed guilty of trespass, conversion or becoming liable for any loss or damage which may be occasioned thereby. In the event Tenant shall not remove its property from the Premises within ten (10) days after ’I'enant has vacated the Premises, then such property shall be deemed abandoned by Tenant and Landlord may dispose of the same without Landlord having any liability to Tenant. If Landlord removes such property from the Premises and stores it at Tenant's risk and expense, and if Tenant falls to pay the cost of such remeval and storage after written demand therefor and/or to pay any Rental then due, then after the property has been stored for a period of thirty (30) days or more Landlord may sell such properly at public or private sale, in the manner and at such times and places as Landlord deems commercially reasonable following reasonable notice to Tenant of the time and place of such sale. The proceeds of any such sale shall be applied first to the payment of the expenses for removal and storage of the property, the preparation for the conducting of such sale, and for attorneys* fees and other legal expenses incurred by Landlord in connection therewith, and the balance shall be applied as provided in this Section 19.01(b). (c) At any time that Tenant has delivered checks to Landlord for payments pursuant to this Lease which shall have on at least three (3) occasions during the Term of this Lease (whether consecutive or not or whether involving the same check or different checks) been returned by Landlord's bank for any reason. Landlord shall not be obligated to accept any payment from Tenant unless such payment is made by cashier's check or in bank certified funds. (d) For purposes of subclauses (1) and (2) of Section 19.01(a), "worth at the time of award" shall be computed by allowing interest at the rate of interest set forth in Section 27.13 of this Lease and for purposes of subclause (3) of Section 19.01(a), "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank whose jurisdiction includes the Development at the time of award, plus one percent (1%); the Rental reserved in this Lease shall be deemed to be a monthly rental arrived at (i) by adding to the monthly installment of Minimum Annual Rental payable under this Lease an amount equal to the monthly average of all the Percentage Rental based on Gross Sales received by or payable to Landlord hereunder during the period that Tenant was conducting Tenant's business in the Premises in the manner and to the extent required pursuant to this Lease, plus (ii) one twelfth (l/12th) of the annual average of all Additional Rent payable by Tenant hereunder (such as, by way of example. Tenant's share of Real Estate Taxes). I0/3I/20I6 OAK/Lovc Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 (e) Anything to the contrary notwithstanding, Landlord shall not be required to give notice under this Article XIX more than twice in any consecutive three month period. (f) A default which shall not be remedied within the applicable grace period, if any, of the Tenant's obligations under the provisions of any other lease or tenancy agreement of real property in any shopping center owned (in whole or in part) or managed by Landlord or any partner of Landlord, including any parent, subsidiary, affiliate or successor-in-interest thereof, shall constitute a default by Tenant under this Lease, entitling Landlord to the rights and remedies of Landlord hereunder and at law or in equity. In addition, a default of Tenant’s obligations under the provisions of this Lease shall constitute a default by Tenant (or any partner of Tenant including any parent, subsidiaiy, affiliate or successor in interest thereof) under any other lease or tenancy agreement of real property in any shopping center owned (in whole or in part) or managed by Landlord or any partner of Landlord, including any parent, subsidiary, affiliate or successor-in-interest thereof entitling the landlord thereunder to the rights and remedies of Landlord hereunder and at law or in equity. ARTICLE XX BANKRUPTCY OR INSOLVENCY Section 20.01 TENANT^S INTEREST NOT TRANSFERABLE. Except as may specifically be provided pursuant to the Federal Bankruptcy Code, neither Tenant’s interest in this Lease, nor any estate hereby created in Tenant nor any interest herein, shall pass to any trustee or receiver or assignee for the benefit of creditors or otherwise by operation of law. Section 20.02 TERMINATION. In the event the interest or estate created in Tenant hereby shall be taken in execution or by other process of law, or if Tenant's guarantor, if any, or its executors, administrators, or assigns, if any, shall be adjudicated insolvent or bankrupt pursuant to the provisions of any state act or the Federal Bankruptcy Code or if Tenant is adjudicated insolvent by a court of competent jurisdiction other than the United States Bankruptcy Court, or if a receiver or trustee of the property of Tenant or Tenant’s guarantor, if any, shall be appointed by reason of the insolvency or inability of Tenant or Tenant's guarantor, if any, to pay its debts as the same become due or if any assignment shall be made of the property of Tenant or Tenant's guarantor, if any, for the benefit of creditors, then Landlord shall have the right to elect by written notice to Tenant to terminate this Lease and all rights of Tenant hereunder, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. Section 20.03 TENANT'S OBLIGATION TO AVOID CREDITORS' PROCEEDINGS. Tenant or Tenant’s guarantor, if any, shall not cause or give cause for the appointment of a trustee or receiver of the assets of Tenant or Tenant's guarantor, if any, and shall not make any assignment for the benefit of creditors, or become or be adjudicated insolvent. The allowance of any petition under insolvency law except under the Federal Bankruptcy Code or the appointment of a trustee or receiver of Tenant or Tenant's guarantor, if any, or of the assets of either of them, shall be conclusive evidence that Tenant caused, or gave cause therefor, unless such allowance of the petition, or the appointment of a trustee or receiver, is vacated within sixty (60) days after such allowance or appointment. Any act or occurrence described in this Section 20.03 shall be deemed a material breach of Tenant’s obligations hereunder, and providing Landlord with the right to elect by written notice to Tenant to terminate this Lease and all rights of Tenant hereunder, and Tenant shall vacate and surrender the Premises but shall remain liable as herein provided. Landlord does, in addition, reserve any and all other remedies provided in this Lease or by law. Section 20.04 ELECTION TO ASSUME LEASE. (a) This is a "lease of real property in a shopping center” within the meaning of Scc".ion 365(b)(3) of the United States Bankruptcy Code, 11 U.S.C. Section 101 et sea, (the "Bankruptcy Code”). (b) In the event that Tenant becomes a Debtor under Chapter 7, 11 or 13 of the Bankruptcy Code, and the Trustee or Tenant, as Debtor-In-Possession, elects to assume this Lease for the purpose of assignment to a third party or otherwise, such election and assignment, if any, may only be made if all of Landlord’s conditions are met. If the Trustee or Tenant, as Deblor-ln-Possession, fails to elect to assume or reject this Lease by the sixtieth (60th) day after the entry of the Order for Relief in a case under Chapter 7, 11 and 13 of the Bankruptcy Code, this Lease shall thereafter be deemed rejected and terminated in accordance with Section 365(d)(4) of the Bankruptcy Code. The Trustee or Tenant, as Debtor-In- Possession, shall thereupon immediately surrender possession of the Premises to Landlord and Landlord shall have no further obligation to 1'cnant or Trustee under the Lease. The acceptance of rent by Landlord after the sixtieth (60th) day shall not be deemed a waiver of Landlord’s rights herein and under Section 365(d)(4) of the Bankruptcy Code, and Landlord’s right to be compensated for damages in such bankruptcy case shall survive. 10/31/2016 OAK/Love Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 Section 20.05 SUBSEQUENT BANKRUPTCY. In the event that this Lease is assumed by a Trustee appointed for Tenant or by Tenant as Debtor- In-Possession and thereafter Tenant is liquidated or flics a subsequent Petition for reorganization or adjustment of debts under Chapter 11 or 13 of the Bankruptcy Code, then, and in either of such events, Landlord may, at its option, terminate this Lease and all rights of Tenant hereunder, by giving Tenant written notice of its election to so terminate, by no later than thirty (30) days after the occurrence of either of such events. Section 20.06 ASSIGNMENT. If the Trustee or Debtor-In-Possession has assumed this Lease pursuant to the terms and conditions of Sections 20.02 or 20.03. for the purpose of transferring Tenant's interest under this Lease or the estate created thereby, to any other person, such interest or estate may be so transferred only if Landlord shall acknowledge in writing that the intended transferee has provided ‘^adequate assurance of future performance” of all of the terms, covenants and conditions of this Lease to be performed by Tenant. Section 20.07 OCCUPANCY CHARGES. When, pursuant to the Bankruptcy Code, the Trustee or Tenant, as Debtor-In-Possession shall be obligated to pay reasonable use and occupancy charges for the use of the Premises or any portion thereof, such charge shall not be less than the Minimum Annual Rental as defined in this Lease and other monetary obligations of Tenant for the payment of Additional Rent. Section 20.08 CONSENT. Neither Tenant’s interest in this Lease, nor any lesser interest of Tenant herein, nor any estate of Tenant hereby created, shall pass to any trustee, receiver, transferee for the benefit of creditors, or any other person or entity, or otherwise by operation of law under the laws of any state having jurisdiction of the person or property of Tenant unless Landlord shall consent to such transfer in writing. No acceptance by Landlord of Rental or any other payments from any such trustee, receiver, transferee, person or other entity shall be deemed to have waived the need to obtain Landlord’s consent tor any transfer of Tenant’s interest under this Lease. Section 20.09 ATTORNEY FEES. If, in the context of Tenant’s bankruptcy case. Landlord is compelled at any time to incur any expense, including attorneys’ fees, in enforcing or attempting to enforce the terms of this Lease or to enforce or attempt to enforce any actions required under the Bankruptcy Code to be taken by the Trustee or by Tenant, as Debtor-In-Possession, then the sum so paid by Landlord shall be awarded to Landlord by the Bankruptcy Court and shall be immediately due and payable by the Trustee or by Tenant’s bankruptcy estate to Landlord in accordance with the terms of the order of the Bankruptcy Court. Section 20.10 OTHER LAWS. The provisions of this Article XX concerning the rights of Landlord, and the obligations of Trustee, Tenant, Debtor, Receiver, Debtor-In-Possession and assignee are in addition to such rights and obligations provided by law, including those applicable provisions of the Bankruptcy Code. Nothing contained in this Article XX shall limit or reduce in any manner whatsoever such rights and obligations which are otherwise provided by law. ARTICLE XXI ACCESS BY LANDLORD Section 21.01 RIGHT OF ENTRY. Landlord and Landlord's agents shall have the right to enter the Premises for any reasonable purpose upon one (1) day advance notice to Tenant. Upon five (5) day’s notice, unless an emergency. Landlord shall have the fiirther right to enter the Premises to make such repairs, alterations, improvements or additions as Landlord is permitted to make under the terms of this Lease, and Landlord shall be allowed to take all material into and upon the Premises (but not to store such in the Premises) that may be required therefor without the same constituting an eviction of Tenant in whole or in part, and Minimum Annual Rental, Percentage Rental, Additional Rent and other charges reserved hereunder shall not abate while said repairs, alterations, improvements or additions are being made, by reason of loss or interruption of business of Tenant, or otherwise. In exercising such right of entry, Landlord shall use ewery reasonable effort not to disrupt Tenant's business in the Premises. Landlord or Landlord's agents shall have the further right to enter the Premises at any time without notice in the event of emergency. During the six (6) months prior to the expiration of the Term of this Lease, Landlord may exhibit the Premises to prospective tenants and their representatives, including brokers, for purposes including but not limited to the inspection and measurement of the Premises. If as a direct result of the exercise of Landlord’s rights hereunder (except to the extent the same result from the breach of this Lease, breach of legal requirements, or the negligence or willful misconduct of Tenant or anyone claiming under Tenant or any of their employees, agents or contractors), there is substantial and material interference with Tenant’s ability to conduct its business in the Premises and as a result Tenant is forced to 10/31/2016 OAK/Love Culture RIsV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 close its business in the Premises for a period in excess of three (3) consecutive business days, then the payment of Minimum Annual Rental only shall abate until such time as Landlord ceases the exercise of such rights or Tenant is able to reopen the Premises for business, whichever shall first occur. ARTICLE XXII TENANT'S PROPERTY Section 22.01 TAXES ON TENANT'S PROPERTY. Tenant shall be responsible for, and agrees to pay prior to delinquency, any and all Taxes or other taxes, assessments, levies, fees and other governmental charges and impositions of every kind or nature, regular or special, direct or indirect, presently foreseen or unforeseen or known or unknown, levied or assessed by municipal, county, state, federal or other governmental taxing or assessing authority, upon, against or v/ith respect to (i) Tenant's leasehold interest in the Premises, (ii) all furniture, fixtures, equipment, inventory and any other personal properly of any kind owned by, or placed, installed or located in, within, upon or about the Premises by Tenant, any concessionaire or any previous tenant or occupant, and (Hi) all alterations, additions, or improvements of whatsoever kind or nature, if any, made to the Premises, by Tenant, or any concessionaire, irrespective of whether any such tax is assessed, real or personal, and irrespective of whether any such tax is assessed to or against Landlord or Tenant (collectively, "Tenant's Taxes"). Tenant shall provide Landlord with evidence of Tenant's timely payment of such Tenant's Taxes upon Landlord's request. If at any lime any of such Tenant's Taxes are not levied and assessed separately and directly to Tenant (for example, if the same are levied or assessed to Landlord, or upon or against the building containing the Premises and/or the land underlying said building), Tenant shall pay to Landlord Tenant's share thereof as determined and billed by Landlord. Section 22.02 LOSS AND DAMAGE. Landlord shall not be responsible or liable to Tenant for any loss or damage that may be occasioned by or through the acts or omissions of persons occupying premises or any part of the premises adjacent to or connected with the Premises or any part of the building of which the Premises arc a part, or any other area in the Development, or, unless due to the negligence of Landlord, Landlord’s agents, employees or contractors for any loss or damage resulting to Tenant or its property from bursting, stoppage or leaking of water, gas, sewer or steam pipes, or (without limiting the foregoing) for any damage or loss of property within the Premises from any cause whatsoever. Section 22.03 NOTICE BY TENANT. Tenant shall give prompt notice to Landlord in case of any damage to or destruction of all or any part of, or of accidents occurring within the Premises, or of defects therein or of any damage to or destruction of any inventoiy, fixtures or equipment within the Premises. ARTICLE XXlll HOLDING OVER Section 23.01 HOLDING OVER. If possession of the Premises is not surrendered to Landlord on the Expiration Date, then Tenant shall pay to Landlord on account of use and occupancy of the Premises, for each month (or any portion thereof) during which Tenant (or a Person claiming by, through or under Tenant) holds over in the Premises after the Expiration Date, an amount equal to the greater of One Hundred Fifty Percent (150%) of (i) the aggregate Rental that was payable under this Lease during the last month of the 'Perm, and (ii) the then fair market rental value of the Premises plus the monthly Additional Rent that was payable by Tenant during the last month of the Term. Landlord's right to collect such amount from Tenant for use and occupancy shall be in addition to any other rights or remedies that Landlord may have hereunder or at law or in equity. Nothing contained in this Section 23.01 shall permit Tenant to retain possession of the Premises after the Expiration Date or limit in any manner Landlord's right to regain possession of the Premises, through summary proceedings or otherwise. Landlord's acceptance of any payments from Tenant after the Expiration Date shall be deemed to be on account of the amount to be paid by Tenant in accordance with the provisions of this Section 23.01. Tenant expressly waives, for itself and for any person claiming through or under Tenant, any rights that Tenant or any such person may have under the provisions of legal requirements, in connection with any holdover summary proceedings that Landlord may institute to enforce the foregoing provisions of this Article. Tenant shall indemnify, defend and hold harmless Landlord from and against any and all direct loss, claims, demands, liabilities, damages (including, without limitation, consequential damages), costs and/or expenses (including, without limitation, attorneys' fees and expenses) resulting from any failure by Tenant to surrender the Premises in the manner and condition required by this Lease upon the expiration of the Term or earlier termination of this Lease. Section 23.02 SUCCESSORS. All rights and liabilities herein given to, or imposed upon, the parties to this Lease shall inure to and be imposed upon the respective heirs, executors, administrators, successors and assigns of the said parties; and if there shall be more than one Tenant, they shall all be bound jointly and severally by the terms, covenants and agreements herein. No rights, however, shall inure to the benefit of any assignee of Tenant unless the 10/31/2016 OAK/I.OVC Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 assignment to such assignee has been approved in advance by Landlord in writing or permitted by Article XIV. ARTICLE XXIV RULES AND REGULATIONS Section 24.01 RULES AND REGULATIONS. Tenant agrees to comply with and observe all rules and regulations established by Landlord from time to time, provided the same shall apply uniformly to all tenants of the Shopping Center. Tenant's failure to keep and observe said rules and regulations shall after notice constitute a breach of the terms of this Lease in the same manner as if the rules and regulations were contained herein as covenants. In the case of any contlict between said rules and regulations and this Lease, this Lease shall be controlling. ARTICLE XXV QUIET ENJOYMENT Section 25.01 LANDLORD’S COVENANT. Upon payment by Tenant of Rental herein provided and other charges payable by Tenant under this Lease, and upon the observance and performance of all the covenants, terms and conditions on Tenant's part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the Term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject nevertheless to the terms and conditions of this Lease, any mortgage and/or deed of trust to which this Lease is subordinated and any reciprocal casement agreement made beUveen Landlord and tenants or others occupying the Department Stores. Landlord represents and warrants that any restrictions applicable to the property of which the Premises are a part do not and shall not in the future materially increase Tenant’s obligations or materially decrease Tenant’s rights under the Lease. ARTICLE XXVI SECURITY DEPOSIT Section 26.01 DEPOSIT. Intentionally Deleted. ARTICLE XXVII MISCELLANEOUS Section 27.01 WAIVER: ELECTION OF REMEDIES. One or more waivers of any covenant or condition by Landlord shall not be construed as a waiver of a subsequent breach of the same covenant or condition, and the consent or approval by Landlord to or of any act by Tenant requiring Landlord's consent or approval shall not be deemed to render unnecessary Landlord's consent or approval to or of any subsequent similar act by Tenant. No breach by Tenant of a covenant or condition of this Lease shall be deemed to have been waived by Landlord unless such waiver is in writing signed by Landlord. The rights and remedies of Landlord under this Lease or under any specific Section, subsection or clause hereof shall be cumulative and in addition to any and all other rights and remedies which Landlord has or may have elsewhere under this Lease or at law or equity, whether or not such Section, subsection or clause expressly so states. Section 27.02 ENTIRE AGREEMENT. The Data Sheet and all exhibits and/or addendum(s), and/or rider(s), if any, attached to this Lease are hereby made a part of this Lease, with full force and effect as if set forth herein. This Lease supersedes all prior agreements between the parties and sets forth all the covenants, promises, agreements and conditions, and understandings between Landlord and Tenant concerning the Premises and there are no actual or implied covenants, promises, agreements, conditions or understandings, either oral or written, between them other than as are set forth herein and none thereof shall be used to interpret, construe, supplement or contradict this Lease. Landlord has made no representations or warranties regarding the profitability of the Premises, the Shopping Center or the Development, and Tenant has not entered into this Lease in reliance on any such representations, warranties or financial projections prepared or furnished to Tenant by Landlord. Although the printed provisions of this Lease were drawn by Landlord, the parties hereto agree that this circumstance alone shall not create any presumption, canon of construction or implication favoring the position of either Landlord or Tenant. The parties agree that any deletion of language from this Lease prior to its mulual execution by Landlord and Tenant shall not be construed to have any particular meaning or to raise any presumption, canon of construction or implication, including, without limitation, any implication that the parties intended thereby to state the converse, obverse or opposite of the deleted language. No alteration, amendment, change or addition to this Lease shall be binding upon Landlord or Tenant unless reduced to writing and signed by each party. Tenant shall pay all of Landlord's costs, expenses and reasonable fees of its attomey(s) not in excess of One Thousand Dollars ($1,000.00) in connection with any assignment of this 10/31/2016 OAK/Love Culture Rh:V 3/2016 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 Lease, subletting of the Premises or amendment, change or addition to this Lease made at the request of or to accommodate Tenant. Section 27.03 INTERPRETATION: USE OF PRONOUNS: AUTHORITY. Nothing contained herein shall be deemed or construed by the parties hereto, nor by any third party, as creating the relationship of principal and agent or of partnership or of joint ventures between the parties hereto, it being understood and agreed that neither the method of computation of Rental, nor any other provision contained herein, nor any acts of the parties herein, shall be deemed to create any relationship between the parties hereto other than the relationship of landlord and tenant. Whenever herein the singular number is used the same shall include the plural, and the masculine gender shall include the feminine and neuter genders. If this Lease is signed on behalf of a corporation, partnership or other entity, such entit>' is authorized to enter into and the signer is duly authorized to execute this Lease on behalf of such corporation, partnership or entity. Section 27.04 DELAYS: FORCE MAJEURE. In the event either party hereto shall be delayed in the performance of its initial construction, or maintenance and/or repair obligations, by reasons of strikes; lockouts; labor disputes; Acts of God; inability to procure labor, materials, or reasonable substitutes therefor; or shall at any time be so delayed by reason of the diminution of power or power failure(s); restrictive governmental laws or controls; judicial orders; enemy or hostile governmental action; civil commotion; fire or other casualty, or reasons of a similar nature not the fault of the party delayed in performing work or doing acts required under the terms of this Lease, then performance of such act shall be excused for the period of the 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, that the time for perfonnance shall in no event be extended due to financial or economic problems of either party, their architects, contractors, agents or employees, or delay caused by the inability of architects, contractors, suppliers or other employees and agents to meet deadlines, deliveiy or contract dates (unless such inability is caused by Acts of God, war, civil disobedience or strike). Notwithstanding anything to the contrary, the occurrence of any of the events of force majeure herein described shall not excuse Tenant's obligations to pay Minimum Annual Rental, Percentage Rental and Additional Rent (unless the provisions of Article XVII or Article XVIII apply) or excuse such obligations as this Lease may otherwise impose on the party to obey, remedy or avoid such event; moreover should the work performed by Tenant or Tenant's contractor result in a strike, lockout and/or labor dispute, such strike, lockout and/or labor dispute shall not excuse Tenant's performance Section 27.05 NOTICES. Notwithstanding the fact that certain descriptions elsewhere in this Lease of notices required to be given by one party to the other may omit to state that such notices shall be in writing, any notice, demand, request or other instrument which may be or is required to be given under this Lease shall be in writing and sent by (!) United States certified mail, return receipt requested, postage prepaid, (ii) United States express mail, (iii) air courier (such as Federal Express), or (iv) personal delivery, and sliall be addressed (a) if to the Landlord, at the address set forth on the Data Sheet, or such other address or addresses as Landlord may designate by written notice, together with copies thereof to such other parties designated by written notice to Tenant by Landlord and, (b) if to Tenant, at the address set forth on the Data Sheet, or such other address or addresses as Tenant shall designate by written notice provided that Tenant’s address for notices shall be a street address and not a post office box. Notices shall be deemed given upon receipt or attempted delivery (if refusal by the intended recipient). Section 27.06 CAPTIONS AND SECTION NUMBERS. The captions, section numbers, article numbers and index appearing in this Lease are inserted only as a matter ofconvenience and in no way define, limit, construe or describe the scope or intent of such sections or articles of this Lease nor in any way affect this Lease. Section 27.07 BROKER’S COMMISSION. Tenant represents and warrants to Landlord that there are and shall be no claims for brokerage commissions or finder’s fees in connection with this Lease, and each party agrees to indemnify the other and hold it harmless from all liabilities arising from any claim for brokerage commissions and finder's fees in connection with this Lease. Such agreement shall survive the termination of this Lease. Section 27.08 RECORDING. Tenant shall not record this Lease or any short form or memorandum of this Lease. Tenant, upon the request of Landlord's ground lessor(s), mortgagee(s) or bencflciaiy(ics) under dced(s) of trust, shall execute and acknowledge a short form or memorandum of this Lease for recording purposes. Section 27.09 FURNISHING OF FINANCIAL STATEMENTS. 1'cnant has provided Landlord at or prior to the date of this Lease with statements reflecting its financial condition as of a date within the last twelve (12) months as an inducement to Landlord to enter into this Lease, and 'I'enant hereby represents and warrants that its financial condition has not materially changed since the date of those statements. Upon Landlord’s written request in connection with a proposed sale, transfer or financing transaction with respect to all or any portion of the Development, and if required by such transaction, or if Tenant is in default beyond any cure period. Tenant shall provide Landlord with financial statements, if any, which are available to the public reflecting Tenant's current financial condition as of the date within I0/3I/20I6 OAK/Lovc Culture REV 3/2016 1 2 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 twelve (12) months prior to such request. Landlord shall treat such- financial statements and information provided to it pursuant to Articles III and IV of this Lease confidentially, and shall not disclose them except to Landlord's lenders or otherwise as reasonably necessaiy for the operation of the Development or administration of Landlord's business or unless disclosure is required by any judicial or administrative order or ruling. Section 27.10 WAIVER OF COUNTERCLAIM OR DEFENSES IN ACTION FOR POSSESSION. Landlord and Tenant agree that in any action brought by Landlord to obtain possession of the Premises, the parties desire an expeditious resolution of such litigation. Accordingly, Tenant shall not file and hereby waives the right to file any non-compulsory counterclaim in such action. Section 27.11 TRANSFER OF LANDLORD'S INTEREST. In the event of any transfer or transfers of Landlord's interest in the Premises including a so-called sale-leaseback, the transferor shall be automatically relieved of any and all obligations on the part of Landlord accruing from and after the date of such transfer, provided that (a) the interest of the transferor, as Landlord, in any funds then in the hands of Landlord in which Tenant has an interest shall be turned over, subject to such obligations, to the then transferee; and (b) notice of such sale, transfer or lease shall be given to Tenant as required by law. Upon the transfer of any such lease in a sale-leaseback transaction prior to termination of this Lease, the former lessee thereunder shall become and remain liable as Landlord hereunder until a further transfer. No holder of a mortgage to which this Lease is or may be subordinate, and no lessor under a so-called sale-leaseback, shall be responsible in connection with the security deposited hereunder, unless such mortgagee or holder of such deed of trust or lessor shall have actually received the security deposited hereunder. Section 27.12 FLOOR AREA. (a) "Floor Area" as used in this Lease means with respect to any leasable area in the Shopping Center and/or the Development, the aggregate number of square feet of floor space of all floor levels therein, including any mezzanine space, measured from (i) the outside faces of all perimeter walls thereof other than any demising wall separating such premises from other leasable premises, (ii) the center lines of any such demising wall, (iii) the outside face of any interior wall, and (iv) the building and/or leaseline adjacent to any entrance to such premises. (b) For the purposes of this Lease, in determining the gross leasable Floor Area or the gross leased and occupied Floor Area of the Shopping Center and/or the Development, there shall be excluded therefrom any premises leased for the operation of a U.S. Government Post Office facility or other governmental facility, a child care center, community room, libraiy, project offices and related rooms, movable retail merchandising units and temporary uses or units located in the Common Areas. No deduction or exclusion from Floor Area shall be made by reason of columns, ducts, stairs, elevators, escalators, shafts or other interior construction or equipment. At the Commencement Dale, the gross leased and occupied Floor Area in effect for the whole of any lease year shall be the actual gross leased and occupied Floor Area in effect during such lease year. Landlord reserves the right during the Term to change the method of computation to determine Floor Area on a monthly or quarterly “average*’ basis.” Section 27.13 INTEREST ON PAST DUE OBLIGATIONS. Any amount due from Tenant to Landlord hereunder which is not paid within five days of the date when due (including, without limitation, amounts due as reimbursement to Landlord for costs incurred by Landlord in performing obligations of Tenant hereunder upon Tenant's failure to so perform) shall bear interest at the lesser of (a) the "Prime Rate" as published in Wall Street Journal plus three percent (3%); or(b) the highest rate then allowed under the usuiy laws of the state where the Development is located from the date due until paid, unless otherwise specifically provided herein, but the payment of such interest shall not excuse or cure any default by Tenant under this Lease. Section 27.14 LIABILITY OF LANDLORD. If Landlord shall fail to perform any covenant, tenn or condition of this Lease upon Landlord's part to be performed, and if as a consequence of such default Tenant shall recover a money judgment against Landlord, such judgment shall be satisfied only out of the proceeds cf sale received upon execution of such judgment and levied thereon agains" the right, title and interest of Landlord in the Development and ou: of rents or other income from such property receivable by Landlord, or out of the consideration received by Landlord from the sale or other disposition of all or any part of Landlord's right, title and interest in the Development subject, nevertheless to the rights of Landlord's mortgagee, and neither Landlord nor any of the partners comprising the partnership which may be the Landlord herein shall be liable for any deficiency. Section 27.15 ACCORD AND SATISFACTION. Payment by Tenant or receipt by Landlord of a lesser amount than the Rental or other charges herein stipulated shall be deemed to be on account of the earliest Rental or other charges due from Tenant to Landlord. No endorsements or statement on any check or any letter accompanying any check or payment as Rental or other charges shall be deemed an accord and satisfaction, and Landlord shall accept such check or payment without prejudice to Landlord’s right to recover the balance of any and all Rental or other charges due from Tenant to Landlord or to pursue any other remedy provided in this Lease or by law. 10/31/2016 OAKAove Culture REV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 56 57 58 59 60 61 62 63 64 65 66 67 68 69 Section 27.16 EXECUTION OF LEASE: NO OPTION. Tile submission of this Lease to Tenant shall be for examination purposes only, and does not and shall not constitute a reservation of an option for Tenant to lease, or othervi ise create any interest by Tenant in the Premises or any other premises in the Development. Execution of this Lease by Tenant and the return of same to Landlord shall not be binding upon Landlord or Tenant, notwithstanding any time interval, until Landlord has executed and delivered this Lease to Tenant. Section 27.17 GOVERNING LAW. This Lease shall be governed hy and construed in accordance with laws of the state where the Premises is situated. If any provision of this Lease or the application thereof to any person or circumstances shall, to any extent be invalid or unenforceable, such provision shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties, to the extent possible; in any event, all other provisions of this Lease shall be deemed valid and enforceable to the full extent. Section 27.18 SPECIFIC PERFORMANCE OF LANDLORD'S RIGHTS. Landlord shall have the right to obtain specific performance of any and all covenants or obligations of Tenant under this Lease, and nothing contained in this Lease shall be construed as or shall have the effect of abridging such right. Section 27.19 SURVIVAL OF TENANT'S OBLIGATIONS. All obligations of Tenant under this Lease and any obligations of Landlord to make refunds for overpayments of Tenant and Landlord’s indemnifications under the Lease for occurrences during the Term which cannot be ascertained to have been fully performed prior to the expiration or earlier termination of this Lease shall survive the expiration or earlier termination of this Lease. Section 27.20 CERTAIN RULES OF CONSTRUCTION. Time is of the essence in Landlord and Tenant's performance of this Lease. Notwithstanding the fact that certain references elsewhere in this Lease to acts required to be performed by Tenant hereunder, or to breaches or defaults of this Lease by Tenant, omit to state that such acts shall be performed at Tenant's sole cost and expense, or omit to state that such breaches or defaults by Tenant are material, unless the context clearly implies to the contrary, each and every act to be performed or obligation to be fulfilled by Tenant pursuant to this Lease shall be perfermed or fulfilled at Tenant's sole cost and expense, and all breaches or defaults by Tenant hereunder shall be deemed material. Tenant shall be fully responsible and liable for the observance and compliance by concessionaires of and with all the terms and conditions of this Lease, which terms and conditions shall be applicable to concessionaires as fully as if they were the Tenant hereunder, and failure by a concessionaire fully to observe and comply with the terms and conditions of this Lease shall constitute a default hereunder by Tenant. Nothing contained in the preceding sentence shall constitute a consent by Landlord to any concession, subletting or other arrangement proscribed by Article XIV. Section 27.21 CONFIDENTIALITY. Any and all information contained in this Lease or provided to cr by Tenant and/or Landlord by reason of the covenants and conditions of this Lease, economic or otherwise, shall remain confidential between Landlord and Tenant and shall not be divulged to third parties; provided, however Landlord shall be permitted to divulge the contents of statements and reports derived and received in connection with the provisions of Article III and Article IV in connection with any contemplated sales, transfers, assignments, encumbrances or financing arrangements of Landlord's interest in the Shopping Center or in connection with any administrative or Judicial proceedings in which Landlord is Involved where Landlord may be required to divulge such information. This Section shall not prohibit Tenant from making reasonably necessary disclosures of the provisions of this Lease to Tenant’s employees, representatives, and actual and potential sublessees, assignees, or purchasers, and as required in any judicial proceeding Section 27.22 ATTORNEY FEES. If at any time after the date that this Lease has been executed by Landlord and Tenant, either Landlord or Tenant institutes any action or proceeding against the other relating to the provisions of this Lease or any default hereunder, the non-prevailing party in such action or proceeding shall reimburse the prevailing party for the reasonable expenses of attorneys’ fees and all costs and disbursements incurred therein by the prevailing party, including, without limitation, any such tees, costs or disbursements incurred on any appeal from such action or proceeding. Subject to the provisions of local law, the prevailing party shall recoverall such fees, costs or disbursements as costs taxable by the court or arbiter in the action or proceeding itself without the necessity for a cross-action by the prevailing party. Notwithstanding anything to the contrary contained herein, if Landlord is compelled to engage the services of attorneys (either outside counsel or in-house counsel) to enforce the provisions of this Lease following Tenant's default hereunder, to the extent that Landlord incurs any cost or expense (including such reasonable attorney fees for outside counsel or payroll and overhead expenses for in-house counsel, as the case may be) in connection with such enforcement, including instituting, prosecuting or defending its rights in any action, proceeding or dispute by reason of any defeult by Tenant or as otherwise set forth in this Section 27.22 or elsewhere in this Lease, the sum or sums so paid or billed to Landlord, together with all interest, costs 10/31/2016 OAK/Lovc Culture RBV 3/2016 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 and disbursements, shall be deemed Additional Rent and shall be due from Tenant immediately upon receipt of an invoice therefor following the occurrence of such expenses. Section 27.23 INDEX. As used in this Lease, the term "Index" shall mean the Consumer Price Index For All Urban Consumers (1982-84=100), U.S. City Average, All Items, published by the Bureau of Labor Statistics of the U.S. Department of Labor. In the event such Index is not published by the Bureau of Labor Statistics or another governmental agency at any time during the Term of this Lease, the most closely comparable statistics on the purchasing power of the consumer dollar as published by a responsible financial authority and as selected by Landlord shall be used for making any computation under this Lease otherwise to be made on the basis ofthe Index. If during the Term the Consumer Price Index is changed or discontinued, Landlord shall choose a comparable index, formula or other means of measurement of the relative purchasing power of the dollar and such substitute index, formula or other means shall be utilized in place of the Consumer Price Index as if it had been originally designated in this Lease. Section 27.24 WAIVER OF TRIAL BY JURY. Landlord and Tenant desire and intend that any disputes arising between them with respect to or in connection with this Lease be subject to expeditious resolution in a court trial without a jury. Therefore, Landlord and Tenant each hereby waive the right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, except compulsory counterclaims, proceeding or other hearing brought by either Landlord against Tenant or Tenant against Landlord or any matter whatsoever arising out of, or in any way connected with, this Lease, the relationship of Landlord and Tenant, Tenant's use or occupancy of the Premises or any claim of injuiy or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect. Section 27.25 MORTGAGEE CHANGES. Tenant shall not unreasonably withhold its consent to changes or amendments to this Lease requested by any current or future ground lessor or holder of a mortg^e or deed of trust or such similar financing instrument covering Landlord's fee or leasehold interest in the Premises, as the case may be, so long as such changes do not materially alter the economic terms of this Lease or otherwise materially diminish the rights or materially increase the obligations of Tenant. Section 27.26 REAL ESTATE INVESTMENT TRUST. Landlord and Tenant agree that Minimum Annual Rental, Percentage Rental and all Additional Rent paid to Landlord under this Lease (collectively referred to in this Section as "Rent”) shall qualify as "rents from real property" within the meaning of Section 856(d) and Section 512(b)(3)of the Internal Revenue Code of 1986, as amended (the "Code") and the U.S. Department of Treasmy Regulations promulgated thereunder (the "Regulations"). In the event that Landlord, in its sole discretion, determines that there is any risk that all or part of any Rent shall not qualify as ‘’rents from real property" for the purposes of Section 856(d) or Section 512(b)(3) of the Code and the Regulations promulgated thereunder, other than by reason of the application of Section 856(d)(2)(B) or 856(d)(5) of the Code or the Regulations relating thereto, then such Rent shall be adjusted so that, in Landlord’s sole discretion, it will so qualify; as “rents from real property*’, provided, however, that any adjustments required pursuant to this Section shall be made so as to produce the equivalent (in economic terms) Rent as payable prior to such adjustment. Section 27.27 REMEASUREMENT OF THE PREMISES. Tenant, at its option and at its .sole cost and expense, shall have the right to remeasure the Premises with a representative of Landlord present within thirty (30) days after the Premises are delivered to Tenant, and in the event that the actual size of the Premises calculated in accordance with the provisions of this Lease varies by more than 65 feet from the size noted on page 1 ofthe Lease, then Landlord and Tenant agree that the Floor Area of the Premises noted on page 1 of the Lease shall be adjusted and all Additional Rent based upon square footage shall be proportionately adjusted effective as of the Rental Commencement Section 27.27 EQUAL EMPLOYMENT OPPORTUNITY. It has been determined that Landlord qualifies as a Federal Contractor. If applicable, during the performance of this Lease, the parties hereto hereby incorporate by reference the provisions set forth in 41 C.F.R. § 60-1.4, § 60-250.5 and § 60-741.5 and those set forth in 29 C.F.R. Part 471. Appendix A to Subpart A, which provisions apply to all nouexempt contractors and vendors. [BALANCE OF PAGE INTEN'I’IONALLY LEFT BLANK - SIGNATURE PAGE FOLLOWS] iO/31/2016 OAK/Lovc Culture REV 3/2016 IN WITNESS WHEREOF, Landlord and Tenant, personally or by their duly authorized agents, have executed this Lease as of the day and year first above written. Lc. UC XC,LOVECTLTI^ a Delawar/Tn^f d liability company By: _ : AJcQ /o //<^// 4 Print Name By: Print Name: Its:______ TENANT OAKRTOGE MALL LLC, a Delaware limited liability company By: By: By: By: OakridgeREIT 1 LLC, a Delaware limited liability company, its managing member Oakridge 1 LP, a Delaware limited partnership, its sole member Westfield Oakridge GP LLC, a Delaware limited liability company, its general partner Oakridge Holding 2 LLC, a Delaware limited liability company, its sole member Westfield America Limited Partnership, a Delaware limited paitnership, its sole member Westfield U.S. Holdings, LLC, a Delaware limited liability company, its general partner Laurf« Yoo Assistant Secretary LANDLORD 8/1/16 OAK/Love Culture REV 3/2016 \ I ^ er^ C^n w w n n w n V.'I' \\ 5? I 2S_^ i J ^11 OJSSfitifcj UWWWWWUwmvwuty^ pwWW mM\\\\\\\\\\m\\\\\\^ I w/^miiiiiiiiiiiiimiiiiiim i I X: mmmi/miimmm IUllliiii:s^ \mmiumiiiiiiiiiiiimiim I ' p\\\m\\\\\\vi rpMM ri' ' Wiii/iffiiiiiiim i mmmum I I M\\\\\\\\\\\\VM I P=3 I w 1 II!i f i m&m ................................ .. »liiiiiiimiimiiiiiiimiiuinm My WfT' EXHIBIT A1 This drawing Is diagramatic and shows only approximate conditions, locations, quantities and proposed elements. The size, location, identity or existence of any element or specific occupant may be added eliminated or modified at the sole and absolute discretion of the Landlord. Failure to verify actual conditions shall be at the sole risk and responsibility of the tenant. SITE PLAN N.T.SSCAL£ y^s^eld Oakridge UMKMigUWimO SMJQ8LC*.nt»t2»» OAKRIDGE Mar2S. 2013 A1 'hNPUn' RL£S 20QZ\A1 PLOT Fll£S\ORM-A1PLOT.d»g macys The document is diagrammatic and is intended only to show the demised premises of the project (botched area.) ft does not purport to show exact (flmendons nor the Tind location of ony mechanical, dectricd. structural or orchiteclural demenL Further, the Icndlord reserves the right to odd, diminote or modify any su± dement, as may be requred from time to time. Tenant space dxnensnns, unless othmise noted are to the eenterlkies of tenant partitions and column grids, foce of exterior walls and to the ovt^e face of service area partitions odpceni to the tenant space (viz corridors, dosets, ond stairs.) i22o10-0" EXHIBITOAKRIDGE Level 1 LOVE CULTURE 5,008 S.F.07/29/16 EXHIBIT B DESIGN AND CONSTRUCTION OF THE KIOSK PREMISES This Exhibit B, including any anachmcnts hereto, is hereby made part of the lease or tenancy agreement, as the case may be, (the “Lease”) between Landlord and Tenant. I. DEFINITIONS A. The term “Landlord’s Work” shall mean Landlord's total responsibilities (or any portion thereof) for the construction and improvement of the Shopping Center building ("building”) and the Premises. The cost of Landlord's Work shall be borne as set forth under Article 111 and Article IV of this Exhibit B. Landlord's Work shall be of a design, type, size, location, elevation and quantity as may be selected by Landlord. Any item of work required to complete the Premises which is not hereinafter specifically made the responsibility of Landlord shall be considered to be a pan of Tenant's Work. B. The term "Tenant's Work" shall refer to and mean Tenant's responsibilities for the construction and improvement of the kiosk to be installed in the Premises including, without limitation, any work to the Premises necessary in order to accommodate the kiosk (except those items specifically set forth as Landlord's Work in this Exhibit B.) Tenant’s Work shall be at Tenant's sole cost and expense. Tenant shall procure the services of a licensed professional kiosk fabricator, subject to Landlord's prior approval, to fabricate and perform all work necessary and/or required to complete and install the kiosk. In the event such fabricator is not approved by Landlord, then Landlord may, at its sole discretion, provide Tenant with a list of previously approved fabricators for Tenant’s Work. II. GENERAL REQUIREMENTS AND PROVISIONS A. Tenant’s Work shall be subject to Landlord’s prior approval and shall be designed and constructed to comply with the requirements set forth in the most current edition of Landlord’s criteria for the Shopping Center (the "Kiosk Criteria Manual"). All details and information contained in the Kiosk Criteria Manual, whether appearing on Tenant's plans or not, shall be considered a part of Tenant's plans and construction requirements. By this reference, the Kiosk Criteria Manual is incorporated herein and made a part of the Lease. This Exhibit B and the Kiosk Criteria Manual are hereinafter collectively referred to as "Tenant’s Construction Requirements". B. The design and construction of Tenant's Work must comply with the following requirements: 1. This Exhibit B; 3. 4. 5. The Kiosk Criteria Manual; Shopping Center’s General Contractor Rules & Regulations; Tenant's Final Working Drawings, as approved b;^ Landlord; All applicable laws, ordinances, codes, regulations and the requirements of all jurisdictional authorities; and 6. All applicable standards of the American Insurance Association, the National Electrical Code (latest edition). Landlord's insurance carrier, the local building regulations and all local authorities having jurisdiction. In the event of a conflict between any of the above-referenced items, the most stringent requirement shall govern each increment of Tenant's Work. Tenant's Work shall be performed in a first-class and workmanlike manner, and shall be in good and usable condition on the date of completion thereof All materials used in Tenant's construction of the Premises and installations made by Tenant as a part of Tenant's Work shall be of new, commercial grade and first-class quality. Tenant shall not decorate, paint, install or affix any device, signage, graphics, fixture or attachment upon or to the exterior of the kiosk or in any other manner alter the Premises, without Landlord’s prior written consent; and ifTenant shall do any of the foregoing acts in contravention of this Exhibit B, Landlord shall have the right to restore the Premises to the condition thereof prior to such act and the cost of such removal and restoration shall be paid by Tenant to Landlord upon demand. I’orm 03/2016 G. Failure of Tenant to comply with the requirements of this Exhibit B shall constitute a breach of the Lease and shall entitle Landlord, at its election and in addition to all other remedies set forth in the Lease, to take possession of the leasehold improvements and either relet same or terminate the Lease in accordance with the provisions of the Lease. Af^er Tenant's initial construction of the Premises, any and all elective remodeling proposed by Tenant or any and all remodeling required of Tenant by Landlord under the applicable provisions of the Lease shall be performed in accordance with all requirements set forth in this Exhibit B, the most current edition of the Kiosk Criteria Manual and the most current edition of the Contractor’s Rules and Regulations for the Shopping Center. Due to the kiosk’s permanent attachment to the Shopping Center, the kiosk shall be considered a fixture of the Shopping Center. 111. LANDLORD’S WORK AT LANDLORD’S EXPENSE A. Landlord's Work to be performed or provided at Landlord's sole cost and expense shall be limited to the following: 1. A basic building structure, with finished Common Areas, to Landlord specifications. 2. All building finishes outside of the Premises which are not specifically made the responsibility ofTcnant or another occupant of the Shopping Center. 3. A main electrical service distribution system of a type, capacity and location, as determined by Landlord and consisting of the following facilities: a. A remote electrical service area outside the Premises; b. Main electrical service distribution equipment within the remote electrical ser/ice area, from which Tenant's main electrical service will be available. 4. A main telephone service terminal board of a type, capacity and location as determined by Landlord, from which Tenant's main telephone service shall be available. 5. For approved food service uses, a domestic water service main of a type, capacity and location as determined by Landlord, frem which Tenant’s domestic water service shall be available. 6. For approved food service uses, a sanitary sewer service main of a type, capacity and location as determined by Landlord, from which Tenant's sanitary sewer service shall be available. 7. As may be required by authorities having jurisdiction, a fire sprinkler service main, or branch line of a type, capacity and location as determined by Landlord, from which Tenant's fire sprinkler service shall be available. B. Landlord may provide additional items of construction or utility services for the Premises as a part of Landlord's Work. If applicable, such additional items of construction or utility services shall be provided in accordance with the provisions as determined solely by Landlord. LANDLORD’S WORK AT TENANT’S EXPENSE A. Landlord may provide for Tenant's account the following items of equipment or services at Tenant’s cost. The cost for such items shall be payable by Tenant as Additional Rent and billed by Landlord at any time on or after the Commencement Date of the Lease. Such amount shall be due and payable by Tenant to Landlord upon receipt of Landlord's invoice therefor. 1. A temporary construction barricade for Tenant’s use in the area of the Premises. Tenant's obligation to reimburse Landlord hereunder, in an amount set forth on the Data Sheet, shall include the cost of graphics. 2. The installation of an electrical sub-meter of a type, capacity and location as determined at the sole discretion of Landlord. 3. Trash containers for use by Tenant and Tenant’s General Contractor during all or part of Tenant’s construction of the Premises. Fonn 03/2016 TENANT’S WORK Tenant shall cause the completion of Tenant’s Work and the installation ofitcms referred to in this Exhibit B, Sections V, VII and VIII, no later than fifteen (15) calendar days and/or a date as may be required by Landlord for Tenant to achieve its Rental Commencement Date, after Landlord’s delivery of the Premises to Tenant and shall open the Premises for business as provided under the provisions of the Lease. Tenant’s Work shall include, but not necessarily be limited to, the following: 1. Tenant shall perform any and all demolition and repair work necessaiy to facilitate Tenant's construction, installation and/or occupancy of the Premises. Such work shall include, bu: not be limited to, the removal of existing finish materials, plumbing, mechanical or electrical installations that will not be reused to serve the Premises. 2. Installation of all construction and finish materials throughout the Premises which are not specifically made the responsibility of Landlord. 3. Where required by any applicable codes, ordinances, jurisdictional authorities, and Landlord, Tenant shall provide trash storage of adequate capacity to store Tenant's trash. 4. Installation of all furniture, trade fixtures, counters, casework, cabinetwork, shelving, display elements, signage, graphics, floor covering, personal property and equipment as may be required to complete the Premises. 5. Tenant shall ensure that prior to any slab penetrations made as a part of Tenant's Work, proper due diligence have been completed, which shall include, but not be limited to, x- rays and are properly sealed and remain watertight to prevent possible damage. Failure to do so shall be at the sole risk and expense of Tenant in the event damage occurs. 6. Tenant shall provide areas within the kiosk for storage of all excess merchandise and stock. Tenant may negotiate with Landlord for the use of additional storage areas, remote from the Premises, at a cost determined by Landlord. Design, fabrication and installation of Tenant's sign(s) shall be performed by Tenant as a part of Tenant's Work and shall comply with the following provisions: 1. Tenant’s sign(s) shall be subject to the prior approval of Landlord, and where applicable, the prior approval of all jurisdictional authorities. Department Stores, and any other party that Landlord may deem appropriate. 2. Tenant shall submit all required plans, details and specifications necessary to ob:ain Landlord's approval for Tenant's stgn(s), prior to fabrication and installation of the sign(s). 3. Tenant’s sign(s) shall be designed and constructed to comply with the standard Kiosk Design Criteria established by Landlord for the Shopping Center. Installation and completion of utility services for the Premises and connection to the utility facilities provided by Landlord shall be performed by Tenant as a part of Tenant's Work in accordance with the requirements provided by Landlord and the following provisions: I. Tenant's main electrical service shall be of a type and capacity' as determined by Landlord. If Tenant requires electrical service capacity in excess of that provided by Landlord, all costs of providing such increased service shall be paid by Tenant. Tenant shall: t a. Make application, where applicable, for metered electrical service to the Premises from the serving utility authority and comply with all utility authority requirements for such metered service, including the procurement and installation of all required meters, meter bases and current transformers, if applicable. b. As may be required, provide all required electrical system installations within the remote electrical service area provided by Landlord in accordance with all applicable codes, ordinances and/or as specified by Landlord, including the procurement and installation of any required sub-meter, meter base and current transformer, if applicable. c. As may be required, provide all required conduit and conductor installations to complete Tenant’s main electrical service to and within the Premises. i'om) 03/2016 Provide all required electrical system installations within the Premises in accordance with all applicable codes, ordinances and/or as specified by Landlord. 3. e. In the event Tenant requires electrical service in excess of the available capacity, as determined by Landlord, all costs of providing such increased service shall be Tenant’s responsibility. Landlord, at Landlord’s sole discretion, may elect to complete the required work at Tenant’s cost or require Tenant to complete the required work. All work shall be performed in a manner acceptable to Landlord and shall include, but not limited to, the procurement and installation of main ele::trical disconnect switches, sub-meter, meter base and current transformer, if applicable All requests for increased electrical service shall be subject to the Landlord’s sole discretion and prior approval. Tenant’s telephone service will be available from the main terminal board located outside the Premises and provided by the serving telephone company. Tenant shall apply for telephone service and system wiring to and within the Premises as required by the serving telephone company and comply with all their requirements and regulations. Approved food service use tenants shall make ail required plumbing system installations to serve the Premises. Where provided. Tenant shall connect to, and extend from, the sanitary sewer and domestic water service mains designated by Landlord for the Premises. All such installations shall comply with the following provisions: a. Tenant shall make application for metered water service as may be required by Landlord, or Tenant shall procure and install a water meter and pressure regulating valve as may be required by Landlord. b. Tenants shall Install grease traps or interceptors as may be required to comply with all governing codes, and the requirements of the Landlord and all jurisdictional authorities. Wherever possible, such traps are to be located within the Premises. 4. As may be required by authorities having jurisdiction. Tenant shall install a branch piped fire sprinkler system within the Premises. Tenant shall connect to Landlord's lire sprinkler supply main, or branch, and extend piping for branches, drops and heads as required to complete the fire sprinkler system within the Premises in accordance with Landlord's insurance carrier requirements, the requirements of the local fire marshal, all governing building codes, applicable NFPA standards. Final connection to Landlord's fire sprinkler supply main shall not be made until the entire system within the Premises is completed, pressure tested and ready for service. 5. Approved food service tenants may be required to provide a ventilation and/or exhaust system to serve the Premises. The requirement for, design and installation of the ventilation and / or e.\haust system shall be in accordance with the provisions as determined by Landlord at Landlord’s sole discretion. Tenant shall provide said system, at Tenant's sole cost and expense, including, but not limited to, all necessary components, such as exhaust hood(s), controls, filters and grease drip pans, which shall be installed in a manner acceptable to Landlord. 6. As determined by Landlord at Landlord’s sole discretion, tenants having fumes and/or odor producing operations may be required to install a ductless ventilation system or such other equipment that may include but not be limited to a filtration system designed for the elimination of such fumes and/or odors. Tenant shall provide said system, at Tenant's sole cost and expense and shall be installed in a manner acceptable to Landlord. Tenant’s Work shall include the procurement of all necessary permits, licenses, variances and utility services required to facilitate Tenant's construction and occupancy of the Premises, and the payment of any fees and taxes associated with such permits, licenses, variances and utility services, as may be required by public authorities and serving utility companies. Tenant shall make all necessary applications, provide all necessary information, pay all required monies and take all necessary actions to obtain such items from the applicable jurisdictional authorities and serving utility companies. Tenant shall not use any materials in connection with Tenant's Work which contain asbestos or other materials or substances that are hazardous or toxic. In the event that Tenant introduces or allows to be Introduced in the Premises any asbestos containing material or other material or substance that is now or may hereafter be defined as hazardous or toxic or is otherwise regulated as a material or substance posing a potential health threat to persons, then prior to the expiration or earlier termination of the Lease or as required by applicable federal, state or local laws, rules or regulations, Tenant shall, at Tenant’s sole cost and expense, remove any such materials or substances in accordance with all applicable federal, state or local laws, rules or regulations and in Form 03/2016 the manner that Landlord may direct which may include the use of contractors and/or consultants specified by Landlord. G. Tenant may be required to provide additional items of work or services as a part of Tenant's Work. If applicable, such work or services shall be provided as directed by Landlord. Except as may be expressly provided in the Lease, Tenant shall be responsible for any changes, modifications and/or additions to any item of work provided by Landlord. All such changes, modifications and/or additions shall be subject to Landlord's prior approval. H. Tenant shall not install or cause to be installed any structures, antennas or equipment of any kind outside of the Premises or on the top of the kiosk, without the prior written consent of Landlord. VI. PLANS A. Landlord shall furnish to Tenant or, at Tenant's direction, to Tenant’s agent, certain design and construction information pertinent to the Premises, including, but not limited to, one (1) copy of the Kiosk Criteria Manual. B. Within five (5) calendar days af^er the date of the Lease, or such other date as may be required by Landlord for Tenant to achieve Its Rental Commencement Date, Tenant shall, at Tenant's sole cost and expense: 1. Engage the services of a designer, fabricator, or licensed architect ("Tenant's Design Team”), for the purpose of preparing Plans and Specifications for Tenant's Work. 2. Notify Landlord ofthe identity of Tenant’s Design Team. C. 1'enant agrees that Tenant’s Design Team may act as Tenant's agents for all Tenant design and plan development purposes and obligations of this Exhibit B. Tenant shall pay all fees of its Design Team. In addition. Tenant shall pay to Landlord upon receipt of a statement therefor for Plan Coordination and Administrative Services a fee in an amount set forth on the Data Sheet. D. Within fifteen (15) calendar days, after the date of the Lease, or such other date as may be required by Landlord for Tenant to achieve its Rental Commencement Date, Tenant shall, at Tenant’s sole cost and expense, cause Tenant's Design Team to coordinate, prepare and deliver to Landlord, electronically transmitted to Landlord’s designated Tenant Coordination Website in accordance with Landlord’s instructions, for Landlord's approval, the following: 1. One (I) sample board of Tenant’s proposed finish materials and colors (to be delivered to Landlord’s designated representative); 2. Color renderings of Tenant’s proposed conceptual design, to include but limited to, a) floor plan; b) two (2) perspective views; c) elevations of each exterior face ofthe kiosk; and 3. One (I) complete electronic set of preliminary drawings for Tenant’s Woric, containing all applicable architectural details and specifications, in accordance with the Kiosk Criteria Manual. E. Tenant covenants and agrees that the preliminary drawings have been prepared in strict accordance with Tenant's Construction Requirements. Landlord shall promptly review the preliminary drawings and notify Tenant’s Design Team of the matters, if any, in which the preliminary drawings fail to meet with Landlord's approval. Within five (5) calendar days after receipt of any such notice from Landlord, Tenant or Tenant's Architect shall cause the preliminary drawings to be revised in such manner as is required to obtain Landlord's approval and shall submit the revised preliminary drawings for Landlord’s approval. Upon Landlord's approval ofthe preliminary drawings, Landlord shall cause one (I) set to be initialed on Landlord's behalf, thereby evidencing Landlord’s approval. Landlord shall return such set to Tenant's Design Team, electronically transmitted to Landlord’s designated Tenant Coordination Website The preliminary drawings bearing Landlord's approval shall become and arc hereinafter referred to as the "Preliminaiy Plans". F. Within fifteen (15) calendar days after the date of Landlord’s approval of the Preliminary Plans, or such other date as may be required by Landlord for Tenant to achieve its Rental Commencement Date, Tenant shall, at Tenant's sole cost and expense, cause Tenant's Design Team to coordinate, prepare and deliver to Landlord, in one package, one (I) complete electronic set of all applicable final architectural, structural, mechanical (vcntilation/exhaust and plumbing), electrical and sprinkler system working drawings and specifications, as may be required by Landlord, electronically transmitted to Landlord's designated Tenant Coordination Website in accordance with Landlord’s instructions. G. Tenant covenants aixl agrees that the final working drawings set forth in Paragraph F above have been prepared in conformity to the Preliminary Plans and in strict accordance with Tenant's Form 03/2016 Construclion Requirements. Landlord shall promptly review the final working drawings and notify Tenant's Design Team of the matters, if any, in which such final working drawings and specifications fail to conform to the Preliminary Plans and Tenant's Construction Requirements. Within five (5) calendar days after receipt of any such notice from Landlord, Tenant or Tenant's Architect shall cause the final working drawings and specifications to be revised in such manner as is required to obtain Landlord's approval and shall submit one (1) complete electronic set of the revised final working drawings and specifications for Landlord's approval. Upon Landlord's determination that the final working drawings and specifications conform to the Preliminary Plans and Tenant's Construction Requirements, Landlord shall cause one (1) set of the final working drawings and specifications, or the revised final working drawings and specifications, as the case may be, to be initialed on Landlord's behalf, thereby evidencing Landlord's approval thereof. Landlord shall return such set to Tenant's Design Team, electronically transmitted to Landlord’s designated Tenar.t Coordination Website. The final working drawings and specifications bearing Landlord's final approval shall become and are hereinafter referred to as the "Final Working Drawings". Tenant shall commence Tenant’s Work promptly after Landlord’s approval of the Final Working Drawings, but not prior to the date that the Premises are in the condition for delivery by Land-ord. H. After Landlord's approval of the Final Working Drawings, no changes shall be made in the Final Working Drawings except with the prior written approval of Landlord. However, in the course of construction Landlord may make such changes in, on or about the building or the Premises as may be required as a result of "as built" conditions. During all phases of plan development and prior to bidding plans or commencing construction, Tenant or Tenant’s Design Team shall make a phy.sical on-site inspection of the Premises to verify the "as built" location, conditions and physical dimensions of the Premises and conformance of the Final Working Drawings. Failure to do so shall be at the sole risk and expense of Tenant. Landlord's review and approval of Tenant's plans, working drawings and specifications is for compliance with Landlord's criteria only, and this approval does not relieve Tenant of responsibility fbr compliance with the Lease, field verification of dimensions and existing conditions, discrepancies between Final Working Drawings and "as built" conditions of the Premises, coordination with other trades, job conditions and compliance with all governing codes and regulations applicable to Tenant's Work. No responsibility fbr proper engineering, safety, design of facilities or compliance with all applicable governing codes and regulations is implied or inferred on the part of Landlord by any such approval. I. Upon receipt of Landlord's approval of Tenant’s Final Working Drawings, Tenant shall, at Tenant's sole cos: and expense, cause Tenant's Design Team to coordinate and obtain permits and approvals from all authorities having jurisdiction, as may be required and begin fabrication and construction of Tenant’s work on a date as may be required by Landlord fbr Tenant to achieve its Rental Commencement Date. VII. GENERAL BUILDING SPECIFICATIONS A. Tenant shall engage the services of a licensed general contractor ("Tenant's General Contractor") for the purpose of constructing the Premises and performing related services as required to complete Tenant's V/ork. Tenant's General Contractor shall be insured as required under the provisions of the Lease. By this reference, Tenant agrees not to act as its own general contractor and further agrees that Tenant's General Contractor can act as Tenant's agent for all Tenant construction purposes and obligations of this Exhibit B. B. Each contractor and subcontractor participating in the construction of Tenant's Work shall be duly licensed, and each contract and subcontract shall contain the guaranty of the contractor or subcontractor that the portion of Tenant's Work covered thereby will be free from any and ail defects in workmanship and materials for the period of time which customarily applies in good contracting practices, but in no event less than one (1) year after the completion of Tenant's Work. The aforesaid guaranty shall include the obligations to repair or replace in a first-class and workmanlike manner, and without any additional charge, any and all of Tenant’s Work done or furnished by said contractor or subcontractor, or by any of his subcontractors, employees or agents, which shall be or become defective because of faulty materials or workmanship within the period covered by such guaranty (and of which notice is given to such contractor or subcontractor within such peri<^); and the correction, as aforesaid, of any such matter shall include, without any additional charge therefor, all expenses and damages in connection with the removal, replacement or repair in a first-class manner of any other part of Tenant’s Work which may be damaged or disturbed thereby. All warranties or guarantees as to materials or workmanship on or with respect to Tenant's Work shall be written so that they shall inure to the benefit of Landlord and Tenant as their respective interests may appear and can be directly enforced by either, and Tenant shall give to Landlord any assignments or other assurance necessary to effectuate the same. C. Tenant shall submit to Landlord at least five (S) days prior to the commencement of construction the following information: I. The name and address of the General Contractor Tenant intends to engage for the construction of the Premises, including names and telephone numbers of on-site and off- site representatives. Form 03/2016 2. The names and addresses of Tenant’s mechanical, electrical and plumbing subcontractors, including names and telephone numbers of on-site and olT-site represen:atives. 3. A schedule setting forth key dates relating to Tenant’s construction. 4. Copies of insurance certificates required by Landlord's Construction Rules & Regulations. 5. The Tenant selected General Contractor shall contact the Shopping Center Management Team to schedule and pre-construction meeting. The following provisions with respect to construction procedures and materials shall apply to Tenant's Work at Tenant’s expense. 1. Tenant and Tenant’s General Contractor participating in Tenant’s Work shall: a. Prior to the commencement of Tenant’s construction, submit one (1) full set of Final Working Drawings, endorsed with the approval stamp and permit number of the local municipality's building department, local fire marshal or other governmental entity having jurisdiction over Tenant's construction or other evidence that the Tenant has received building department approval, to Landlord's tenant construction coordinator. b. Provide a full-time supervisor or representative, representing either Tenant's General Contractor or Tenant, who will be present at all times when work is being performed in the Premises. c. Make appropriate arrangements as directed by Landlord for temporary utility connections if available within the Shopping Center. Landlord does not represent that any temporary utility services will be available for Tenant's use. Tenant must verify the availabili^ of such services with Landlord prior to the commencement of Tenant's Work. d. Stc-re all building materials, tools and equipment off site or such other locations as may be specifically designated by the Shopping Center Management Team. In no event shall any material be stored in the Common Areas or ser/ice corridors. e. During Tenant's construction of the Premises, Tenant shall remove all trash, debris and rubbish as directed by Landlord and upon completion of Tenant's Work, shall remove all temporary structures, surplus materials, debris and rubbish of whatever kind remaining in the Premises, the building or the Shopping Center. No debris shall be deposited in the Common Areas. f. Properly protect Tenant's Work with lights, guard rails and barricades and secure all parts of Tenant's Work against accident, storm and any other hazard. Tenant’s Work must be performed within the Premises, behind a temporary construction barricade. The design and construction of any temporary construction barricade, inclusive of graphics shall comply with the Landlord's construction rules & regulations and/or requirements for such installations and shall be subject to Landlord's approval prior to installation. 2. Tenant and Tenant’s General Contractor shall comply with the following: a. Tenant's Work shall be coordinated with all work being performed or tc be performed by Landlord and other occupants of the Shopping Center to the extent that Tenant’s Work will not interfere with or delay the completion of any other work. No contractor or subcontractors participating in Tenant's Work shall at any time damage, injure, interfere with or delay the completion of the building or any other construction within the Shopping Center, and each of them shall comply with all procedures and regulations prescribed by Landlord for the integration of Tenant's Work with the work to be performed in connection with the building and all other construction within the Shopping Center. b. Recognizing that Landlord shall be employing such contractors. Tenant a^ees to engage the services of contractors whose employees employed at the job site are members of, or represented by, organizations for the purpose of collective bargaining, to the end that there shall be no labor dispute which would interfere with the operation, construction and completion of the Shopping Center or any other work, and Tenant further agrees to enforce the same condition upon all Fonn 03/2016 contractors engaged by Tenant with respect to their subcontractors which may be engaged by any such contractors. c. Tenant will comply with the instructions of Landlord or Landlord’s General Contractor for the purpose of avoiding, ending and/or minimizing labor disputes. Upon notice from Landlord or Landlord’s General Contractor, Tenant will take such action, including the prosecution of legal proceedings in court or with agencies such as the National Labor Relations Board, as Landlord or Landlord’s General Contractor shall deem appropriate. d. For all California centers located in Los Angeles, Orange, Riverside and San Diego counties: If the Shopping Center is undergoing a development, any carpenters utilized by Tenant must be Union Carpenters. "Union Carpenters” means union contractors that perform work that includes stud iraming, drywall, door and hardware installation, acoustical ceilings, ban insulation, etc.; this includes work in all areas of the Shopping Center including those in the operating portion, if the Shopping Center is not undergoing a development, Tenant is encouraged but not required to use Union Carpenters. The term "development" as used herein includes expansions, remodels, construction of ancillary buildings and renovations of the existing Shopping Center. e. For Westfield San Francisco Centre only: Westfield San Francisco Centre is a union site. General contractors arc required to be signatory to the local carpenters union. All subcontractors and laborers must be signatory to their respective local trade unions. During construction Tenant's General Contractor shall be required to comply with the following: 1. The work of Tenant’s General Contractor and subcontractors shall be subject to inspection by Landlord and its supervisory personnel. Any defects and/or deviations from the Final Working Drawings shall be rectified by Tenant’s General Contractor and/or subcontractors at no e.xpense to Landlord. 2. Unless otherwise approved by Landlord, Tenant shall cause its General Contractor and/or subcontractors to limit their access to the Premises during mall operating hours or as determined by Landlord’s representative. 3. Repair of damage caused to Landlord’s property by Tenant's General Contractor or subcontractors shall be at Tenant’s expense. Landlord will cany out necessary repairs without notice and Tenant shall pay for the cost of such repairs upon demand. 4. Tenant’s General Contractor will be required to comply with all construction rules and regulations of the Shopping Center, copies of which will be obtained by Tenant or Tenant’s General Contractor prior to the commencement of Tenant’s Work, and to make certain deposits with and/or payments in amount(s) set forth in the Data Sheet to Landlord in accordance with such requirements. Notwithstanding such requirements, Tenant shall indemnify and protect Landlord with respect to any breach of such construction rules and regulations by Tenant’s General Contractor or the failure of Tenant’s General Contractor to make any required deposits or payments in amount(s) set forth in the Data Sheet. 5. Tenant, its contractors or subcontractors shall not be required to deposit any sums of money or other security as a "security deposit” with Landlord (including, without limitation, any payment, performance or other bonds); provided, however, should Tenant, its contractors or subcontractors damage any part of the Premises, Tenant shall reimburse and indemnify Landlord for any and all damage caused by Tenant, its contractors or subcontractors. Landlord shall have ;he right to perform, on behalf of and for the account of Tenant, which shall be subject to reimbursement of the cost thereof by Tenant, any and all of Tenant’s Work which Landlord determines in its sole discretion should be performed immediately and on an emergency basis for the best interest of the Shopping Center, or to achieve the Rental Commencement Date, including without limitation work which pertains to structural components, mechanical, sprinkler and general utility systems, and removal of unduly accumulated construction material and debris. The cost of such Tenant’s Work carried out by Landlord on behalf of Tenant shall be the cost paid by Landlord and based on the cost of similar work and to include any loading for overtime or any other loading as a result of carrying out emergency work. Whenever Landlord shall have elected to perform any or all of Tenant’s Work, whether pursuant to this Paragraph F or any other provision of the Lease, Landlord may revoke such election by notice to Tenant. In such event, full responsibility for such work shall revert to Tenant. Form 03/2016 VIII. COMPLETION OF CONSTRUCTION A. Tenant shall not be permitted to, and shall not, open for business in the Premises until the “Opening Requirements” set forth below are met. In order that Landlord shall have assurance that the Premises shall be in a good and safe eondition, in compliance with all laws, that adequate insurance has been obtained, that the Premises has been constructed in accordance with the Final Working Drawings and that Tenant's obligations under the Lease have been performed, the following requirements (the “Opening Requirements”) shall be satisfied: 1. Five (5) days or when reasonably obtainable prior to the opening of the Premises for business, Tenant shall deliver to Landlord (a) insurance certificates; (b) a permanent certificate of occupancy or its equivalent; and (c) all evidence typically required in the jurisdiction where the Shopping Center is located to provide evidence of compliance with all applicable building and fire codes and all other government requirements. 2. Tenant shall provide Landlord notice of the date of completion of Tenant’s Work in the Premises, and Landlord shall have inspected the Premises to determine whether Tenant's Work is complete in accordance with the requirements of the Lease and Landlord shall have approved all such work; 3. Tenant shall pay Landlord all Minimum Annual Rental and Additional Rent which has then accrued under the Lease. No approval by Landlord shall make Landlord responsible for the condition of the Premises or constitute a representation by Landlord of compliance with any applicable requirements or constitute a waiver of any rights and remedies that Landlord may have under the Lease or at law or in equity. If Tenant shall open the Premises in violation of the requirements of this Article VIII, such action by Tenant shall constitute a material default under the Lease. On the date Tenant opens for business in the Premises, Tenant shall be deemed to have accepted the Premises and agrees that it is in the condition, with respect to any of Landlord's obligations, which is required under the Lease. The Opening Requirements shall apply not only to Tenant's initial construction, but to any subsequent opening after any temporary closure, casual^', damage or permitted alterations. B. Upon completion of Tenant's Work, Tenant shall deliver to Landlord the following: 1. Tenant’s final notarized original affidavit that Tenant's Work has been completed to Tenant's satisfaction and in strict accordance with the Final Working Drawings and Tenant's Construction Requirements, which affidavit may be relied on by Landlord. Any deliberate or negligent misstatement, or any false statement made by Tenant therein, shall constitute a breach of the Lease. 3. The final nctarized original affidavit of Tenant's General Contractor performing Tenant's Work stating that Tenant's Work has been completed in accordance with the Final Working Drawings and that all subcontractors, laborers and material suppliers engaged in furnishing materials or rendering serv'ices for Tenant's Woi4c have been paid in full. A final notarized original, unconditional waiver of lien with respect to the Premises executed by Tenant's General Contractor and, final notarized original, unconditional waiver of liens executed by each subcontractor, laborer and material supplier engaged in or supplying materials or services for Tenant's Work. All waiver of lien documents must, in every circumstance, be totally unconditional releases. IX. INSURANCE Tenant shall secure, pay for and maintain, or cause Tenant’s General Contractor to secure, pay for and maintain, for all periods of construction and fixturing work within the Premises, all of the insurance policies required in the amounts as set forth herein below. Tenant shall not permit its General Contractor to commence any w'ork until all required insurance has been obtained and certificates evidencing such insurance have been delivered to Landlord. Tenant's General Contractor’s and Subcontractor’s Required Minimum Coverages and Limits to Liability. 1. Worker’s Compensation, as required by State law, and including Employer’s Liability Insurance with a limit of not less than amounts set forth on the Data Sheet per each accident, per each employee by disease, with a policy aggregate by disease in the amount set forth on the Data Sheet;, and any insurance required by any Employee Benefit Acts or other statutes applicable where the work is to be performed as will protect Tenant’s General Contractor and subcontractors from any and all liability under the aforementioned acts. Fonn03/::0l6 2. Commercial General Liability Insurance (including Contractor's Protective Liability) in which the limits shall be not less than the amount set forth on the Data Sheet per occurrence combined single limit, bodily injury and property damage. Such insurance will provide for explosion, collapse and underground coverage. Such insurance shall insure Tenant’s General Contractor against any and all claims for bodily injury, including death resulting therefrom and damage to or destruction of property of any kind whatsoever and to whomever belonging and arising Irom its operations under the contract whether such operations are performed by Tenant’s General Contractor, subcontractors, or any of their subcontractors, or by anyone directly or indirectly employed by any of them. 3. Comprehensive Automobile Liability Insurance, including the ownership, maintenance and operation of any automotive equipment, owned, hired and non-owned, in the minimum amount set forth on the Data Sheet combined single limit, bodily injury and property damage. Such insurance shall insure Tenant’s General Contractor and. all subcontractors against any and all claims for bodily injury, including death resulting therefrom and damage to the property of others caused by accident and arising from its operations under the Contract and whether such operations are performed by the General Contractor, subcontractors or by anyone directly or indirectly employed by any of them. Tenant’s Protective Liability Insurance - Tenant shall provide Owner’s Protective Liability Insurance insuring Tenant against any and all liability to third parties for damages because of bodily injury (or death resulting therefrom) and property damage liability of others cr a combination thereof which may arise from work in connection with the Premises, and any other liability for damages which Tenant’s General Contractor and/or subcontractors are required to insure against under any provisions herein. Said insurance shall provide policy limits which shall provide, at a minimum, coverage of the amount set forth on the Data Sheet combined single limit, bodily injury and property damage. Tenant’s Builder’s Risk Insurance - Completed Value Builders’ Risk Material Damage Insurance policy covering the work to be performed for Tenant in the Premises as it relates to the building within which the Premises is located. The policy shall include as insureds Tenant, its General Contractor, all subcontractors and Landlord, as their interests may appear. The amount of insurance to be provided shall be at the percentage set forth on the Data Sheet of the replacement cost. All such insurance policies required under this Exhibit, except as noted above, shall include Landlord, its Architect, its Consultant, its General Contractor, subcontractors, and parties set forth in the Lease and any other parties designated by Landlord from time to time as additional insured entities, except the Worker’s Compensation Insurance; further provided, said Worker’s Compensation Insurance shall contain an endorsement waiving all rights of subrogation against Landlord, its Architect, its Consultant, its General Contractor and subcontractors. Certificates of insurance shall provide that no reduction in the amounts or limits of liability or cancellation of such insurance coverage shall be undertaken without thirt>' (30) days prior written notice to Landlord. The insurance required under this Exhibit shall be in addition to the insurance required tc be procured by Tenant pursuant to the Lease. END Form 03/2016 B-10 EXHIBIT C ADDITIONAL INSURED ENTITIES WESTFIELD OAKRIDGE Oakridge Mall LLC, Westfield America. Inc., Westfield America Limited Partnership, Westfield Property Management LLC, and any and all of their respective parents, partners, subsidiaries and affiliates, assigns, employees, agents, officers and representatives, together with any mortgagee from time to time of the Landlord’s interest, are named as additional insured, as their interests may appear. Form Rev. 08/12 EXHIBIT D INTENTIONALLY DELETED EXHEH‘ D INTENTIONALLY DELETED D-l EXHIBIT “E” DIGITAL MEDIA PROGRAM 1. Product; Tenant agrees to provide Landlord real-time electronic feeds (through a reasonable mechanism specified by Landlord, which may include XML, API, .CSV, etc.) of its product/service inventory at the Premises, related digital images and pricing on a product-by- product (and/or service-by-service) basis ("Product Feeds”) for use by Landlord for Digital Marketing Purposes (as defined below). Tenant hereby grants Landlord (including third party contractors/partners working on Landlord's behalf) a royalty free right and license during the Term hereof to use, reproduce, reasonably modify, publicly display and distribute the Product Feed information (including product/service names and prices, related digital images, trademarks and the like) in connection with the marketing and promotion of Tenant's business at the Premises as well as the Shopping Center (which may be done in connection with Landlord’s marketing and promotion of other shopping centers owned and/or operated by Landlord or Landlord’s affiliates generally), including, without limitation, in connection with digital signage, digital promotions and offers, mobile/web applications, digital booking services and the like (collectively, “Digital Marketing Purposes”). 2. Demographic Information/Social Media: Tenant agrees to provide Landlord reasonable access to data and information that Tenant may generate or possess through its use or operations at the Premises, including, without limitation, demographic information relating to sales and data and information from various social media applications and platforms (e.g., Four Square, Facebook and the like). Tenant hereby grants Landlord (including third party contractors/partners working on Landlord’s behalf) a royalty free right and license during the Term hereof to use such information for Digital Marketing Purposes. The parties also agree to cooperate reasonably and in good faith on the use of social media tools for purposes of driving visits and sales at the Premises and enhancing the overall consumer experience (which social media tools may be used in connection with landlord’s marketing and promotion of its other centers generally). 3. Mobile Payments: Tenant agrees that its payment systems at the Premises will throughout the Term be compatible with one or more mobile payment system reasonably specified by Landlord (e.g., Square, PayPal or the like). 4. Support for Digital and Technological Initiatives: Tenant agrees that it shall implentent operations, technologies and features relating to the Premises and Tenant’s customers (which may include, without limitatioi^ those relating to the physical Premises, digital initiatives, mobile applications and the like, in all cases as reasonably specified and approved by Landlord) that are compatible with and support the digital and other technological initiatives of Landlord designed to increase consumer visits and sales and otherwise enhance the overall consumer experience. 7/27/16 OAK/Lovc Culture RKV 4/S015 EXHIBIT B JORDAN A. LAVINSKY PARTNER DIRECT DIAL (415) 995-5848 DIRECT FAX (415) 995-3473 E-MAIL jlavinsky@hansonbridgett.com HansonBridgett TEN-DAY NOTICE TO PAY OR QUIT November 26, 2018 TO: UNITED LC CAPITAL LLC RE: “Love Culture,” Store No. W14, Westfield Oakridge Mall The undersigned OAKRIDGE MALL LLC is the Landlord under that certain lease dated November 16, 2016 under which you are Tenant, or otherwise in possession, of certain commercial premises described as Store No. W14, Westfield Oakridge Mall, 925 Blossom Hill Road, San Jose, California, doing business as “Love Culture” as more particularly described in the lease. PLEASE TAKE NOTICE that you are in default under the Lease in that you have failed to pay the full amount of rent and charges for September 2018 through November 2018, in the total sum of $36,992.46, as itemized on the attached page. Pursuant to California Code of Civil Procedure § 1161.1 (a), the Landlord estimates and believes this to be the correct amount of monthly rent and charges due under the lease. DEMAND IS HEREBY MADE UPON YOU to pay said $36,992.46, within ten (10) days after the date of service of this notice upon you, or to surrender possession of the premises to the undersigned as agent for your Landlord. If you fail to do so, the Landlord will institute legal proceedings against you to recover possession of the premises, to declare the Lease forfeited, and to recover rent and damages plus attorneys’ fees and costs. Payment is to be made payable to Oakridge Mall LLC, and delivered to the Westfield Oakridge management office at 925 Blossom Hill Road, San Jose, California 95123-1294, Attention: Jacob Huerta, between 9:00 am and 5:00 p.m., Monday through Friday, phone number: (408) 578-2912. Please note that acceptance of any partial payment of rent shall not constitute a waiver of any rights, including the right to recover possession based on this notice. The undersigned hereby elects to terminate and declare a forfeiture of the Lease if said sum is not paid in full within ten (10) days after service of this notice i ixri I r\/^ry k m a i i i i /-\ cc: Jacob Huerta Jowdan A. Lavins Its Atrfnorized Agent a' Hanson Bridgett LLP 1000 4th Street, Suite 700, San Rafael, CA 94901 hansonbridgett.com 15056494.1 ITEMIZATION OF AMOUNTS OWING Tenant: UNITED LC CAPITAL LLC Premises: “Love Culture,” Store No. W14, Westfield Oakridge Mall 9/1/2018 Common Area Maintenance $8,609.59 9/1/2018 Fire Detection Charge $35,00 9/1/2018 (Real Estate Tax $3,059.05 9/1/2018 ’Water $40,00 Subtotal ; $11,743.64 (Late Fee $587.18 (Total Due for September 2018 $12,330.82 10/1/2018 (Common Area Maintenance $8,609,59 10/1/2018 (Fire Detection Charge $35,00 10/1/2018 Real Estate Tax $3,059.05 10/1/2018 i Water $40.00 Subtotal : $11,743.64' ; Late Fee $587.18: [Total Due for October 2018 i $12,330.82 10/1/2018 (Common Area Maintenance $8,609.59 10/1/2018 (Fire Detection Charge $35.00 10/1/2018 'Real Estate Tax $3,059.05 10/1/2018 (Water $40.00 Subtotal $11,743,64 Late Fee $587,18 Total Due for No\ember 2018 $12,330.82 TOTAL AMOUNT DUE : $36,992.46 15056494,1 CERTIFICATE OF SERVICE Terri McGrath, certifies: I am a citizen of the United States and am employed in the County of Marin; I am over the age of eighteen years and not a party to the within action; my business address is 1000 4th Street, Suite 700, San Rafael, California 94901. I am familiar with this firm’s practice for collection and processing of mail, which provides that mail be deposited with first-class postage thereon fully prepaid with the U.S. Postal Service on the same day in the ordinary course of business. On November 26, 2018, I caused to be served the attached FIVE-DAY NOTICE TO PAY OR QUIT (Re: “Love Culture,” Store No. W14,) by placing a true copy enclosed in a sealed envelope (Certified Mail, Return Receipt Requested) addressed as follows: UNITED LC CAPITAL LLC 2831 South Santa Fe Avenue Vernon, CA 90058 UNITED LC CAPITAL LLC dba Love Culture Store No. W14, Westfield Oakridge Mall 925 Blossom Hill Road San Jose, CA 95123 for the collection and deposit to the United States Postal Service according to ordinary business practices. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. DATED: November 26, 2018 Terri McGrath 15056494.1 PROOF OF SERVICE OF NOTICE TO TENANT I served the following notice: TEN-DAY NOTICE TO PAY OR QUIT to each of the following named tenants: UNITED LC CAPITAL LLC by serving it in the manner checked and set forth below : PERSONAL SERVICE (CCP §1 162(b)(1)) (XX) By personally delivering a copy of the notice to the named tenant(s): Person served : ORTIZ CHUM, MANAGER Date of service : NOVEMBER 26, 20 1 8 Time of service : 5:05PM Place of service : 925 BLOSSOM HILL ROAD, STORE NO. W14 SAN JOSE, CA 95123 SUBSTITUTED SERVICE (CCP §1 162(b)(2,3)) ( ) Said tenant(s) being absent fiom his place of residence, and from his known place of business, by leaving a copy of the notice at the residence or usual place of business of the tenant(s), and thereafter mailing a copy of the notice to the tenant(s) Date 0f service Time of service Person with whom left Place of delivery Date of mailing Place of mailing Addressed as follows POSTING AND MAILING (CCP §1 162(b)(3)) ( ) Said tenant(s) 0r a person of suitable age and discretion not being found at the known place of residence and business, by POSTING a copy of the notice for each said tenant in a conspicuous place 0n the property therein described, and thereafter MAILING a copy of the notice to said tenant(s) at the place where the property is situated. Date of posting Time of posting Date of mailing Place of mailing Addressed as follows m mngmywégmq53 NU'YA R ‘9' S, 1‘: RVIF 33 County Legal & Notary Service 111 North Market Street, Suite 116 San Jose, CA 951 13 The fee for service was: Telephone; (408) 564_7360 Person serving: NATHAN SMITH Registered in Santa Clara County I am a registered California process server. Registered California Process Server No. 1410 Registration No.1 PSI649 Registered California Professional Photocopier No. 071 County: SANTA CLARA I declare under penalty 0f perjury under the laws of the State 0f California that the foregoing is true and correct. ,AWMMW $3. m Date: NOVEMBER 27, 2018 Signature: ”w” ,m/iim' .WW'” NATHAN SMITH