Common use of Redevelopment Clause in Contracts

Redevelopment. Landlord shall have the right to terminate the LEASE effective at any time following January 31, 2017, provided that (i) LANDLORD shall provide TENANT with written notice of such termination (the “TERMINATION NOTICE”) at least 360 days prior to the termination date, (ii) any such termination shall be solely for the purpose of facilitating a re-development of the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value therefore. (b) The proposed new premises shall include a building of at least 15,000 square feet in size and otherwise shall be substantially equivalent or superior to the PREMISES as to the quality of furnishings and tenant fixtures, and the proposed new premises shall (A) be located within 350 feet of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios not less than required by applicable zoning laws and permit approvals. (c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between the date of termination of the LEASE and the relocation to the new premises if TENANT makes such election to relocate to such new premises. (d) The reasonable out-of-pocket costs and expenses incurred by TENANT in connection with such relocation shall be shared (split 50/50) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended to reflect the new premises and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance of the INITIAL LEASE TERM (if applicable) or the EXTENDED TERM, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to by LANDLORD and TENANT as part of such election as provided in clause (f) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit to the other, a separate written statement of its proposed fair market “base rent” within ten (10) days of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. (ii) The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. (iii) If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles. (iv) The fees of such arbitrator shall be paid by the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental value. (g) To be effective, TENANT’s election to relocate to the new premises must be given to LANDLORD in writing within sixty (60) days of delivery of the TERMINATION NOTICE; provided, however, that if the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be less desirable in any material respect than the preliminary plans set forth in the TERMINATION NOTICE (as updated from time to time by LANDLORD and notified in writing to TENANT), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORD.

Redevelopment. Landlord shall have the right to terminate the LEASE effective at any time following January 31, 2017, provided that (i) LANDLORD shall provide TENANT with written notice of such termination (The Landlord may terminate this lease under this clause by giving the “TERMINATION NOTICE”) at least 360 days prior to the termination date, (ii) any such termination shall be solely for the purpose of facilitating a re-development of the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value therefore. (b) The proposed new premises shall include a building of at least 15,000 square feet in size and otherwise shall be substantially equivalent or superior to the PREMISES as to the quality of furnishings and tenant fixtures, and the proposed new premises shall (A) be located within 350 feet of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios Tenant not less than required by applicable zoning laws and permit approvals. 6 months prior notice in writing (c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between termination notice). The termination notice must specify the date of on which this lease terminates (termination of the LEASE and the relocation to the new premises if TENANT makes such election to relocate to such new premises. (d) The reasonable out-of-pocket costs and expenses incurred by TENANT in connection with such relocation shall be shared (split 50/50) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended to reflect the new premises and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance of the INITIAL LEASE TERM (if applicable) or the EXTENDED TERM, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERMdate), except that which does not need to coincide with the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to by LANDLORD and TENANT as part end of such election as provided in clause (f) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base a Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit to the other, a separate written statement of its proposed fair market “base rent” within ten (10) days of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. (ii) The arbitratorThis lease terminates on the termination date, at which time the Tenant and the Tenant’s determination Associates must deliver up vacant possession of the fair market rental value shall be final and conclusive and shall be limited solely Premises to the issue Landlord in accordance with the terms of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty this lease (30) days of his or her appointmentincluding clause 17). (iii) If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then The Tenant remains liable for the appointment payment of the arbitrator shall be made by Rent and all other amounts payable under this lease and for the Presiding Judge performance and observance of the Superior Court of Los Angeles County, Tenant’s obligations under this lease up to the termination date or, if he or she refuses to actin respect of those covenants which survive the termination of this lease, by any State or Federal judge sitting in the County of Los Angelesuntil those covenants have been fulfilled. (iv) The fees If the Landlord wishes to relocate the Tenant’s business, the Landlord must give the Tenant written notice of such arbitrator shall be paid by relocation (relocation notice) at the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental valuesame time as the termination notice is given. (gv) To The relocation notice must give details of an alternative retail shop (alternative shop) to be effective, TENANT’s election to relocate made available to the Tenant by the Landlord. (vi) If a relocation notice is given, the Landlord must offer the Tenant a new premises lease of the alternative shop (new lease). That offer must contain the following: (A) the rent for the alternative shop, which must be given no more than the Rent payable for the Premises under this lease, adjusted to LANDLORD take into account any difference in the commercial values of the Premises and the alternative shop at the time of relocation; (B) the terms and conditions of the lease, which are to be the same, or better, terms and conditions as this lease except that the term of the new lease is to be no shorter than the remainder of the Term of this lease; (C) the date by which the Tenant must accept the Landlord’s offer (which must be at least 30 days after the date of the offer); and (D) that the Tenant’s acceptance of the offer must be in writing. (vii) If the Tenant accepts the offer on or before the date specified under clause 21.2(c)(vi)(C): (A) the Landlord must provide the Tenant with the new lease not later than 30 days after the Tenant accepts the offer; (B) the Tenant must execute the new lease and return it to the Landlord not later than 30 days after being provided with the lease by the Landlord; (C) the Landlord is responsible for arranging the preparation of the new lease and must pay the costs of the Landlord's solicitors of the instructions for and the preparation and execution of the new lease; and (D) the Landlord must pay the Tenant’s reasonable costs of the relocation, including but not limited to: (1) costs incurred by the Tenant in dismantling fittings, equipment or services at the Premises; (2) costs incurred by the Tenant in replacing, re-installing or modifying finishes, fittings, equipment or services to the standard existing in the Premises immediately before the relocation, but only to the extent that they are reasonably required in the alternative shop; (3) packaging and removal costs incurred by the Tenant; and (4) legal costs incurred by the Tenant. (viii) If the Landlord does not offer the Tenant a new lease of an alternative retail shop then the Landlord is liable to pay to the Tenant such reasonable compensation as is agreed in writing within sixty (60) days of delivery of between the TERMINATION NOTICE; provided, however, that if parties or determined by the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be less desirable in any material respect than the preliminary plans set forth in the TERMINATION NOTICE (as updated from time to time by LANDLORD and notified in writing to TENANT), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORDState Administrative Tribunal.

Redevelopment. Notwithstanding anything in this Paragraph 31 to the contrary, Tenant shall have no right to exercise the Extension Option or the Right of First Offer and, if previously exercised, at Landlord’s election, Tenant’s exercise of the Extension Option and/or the Right of First Offer shall be null and void, if Landlord or any purchaser or other successor of Landlord’s interest in the Complex, each in its sole and absolute discretion, intends to redevelop the Land by demolishing the Buildings (either on or about the same time or in phases) and constructing new improvements on the Land (“Landlord’s Redevelopment Override Right”). If Tenant has exercised the Extension Option or the Right of First Offer as and when provided in this ▇▇▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ or any such purchaser or successor shall have the right to terminate exercise Landlord’s Redevelopment Override Right by notice delivered to Tenant (the LEASE effective “Override Notice”) at any time following January 31, 2017, provided that (i) LANDLORD shall provide TENANT with written notice of such termination (the “TERMINATION NOTICE”) at least 360 days prior to the termination date, date that is twelve (ii12) any such termination shall be solely for the purpose of facilitating a re-development of the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value therefore. (b) The proposed new premises shall include a building of at least 15,000 square feet in size and otherwise shall be substantially equivalent or superior months prior to the PREMISES as to date that the quality of furnishings and tenant fixtures, and Extension Term (assuming Tenant has properly exercised the proposed new premises shall (A) be located within 350 feet of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios not less than required by applicable zoning laws and permit approvals. (c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between the date of termination of the LEASE and the relocation to the new premises if TENANT makes such election to relocate to such new premises. (d) The reasonable out-of-pocket costs and expenses incurred by TENANT in connection with such relocation shall be shared (split 50/50) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended to reflect the new premises and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance of the INITIAL LEASE TERM (if applicableExtension Term) or the EXTENDED TERMterm of the Other Building Lease (assuming Tenant has properly exercised the Right of First Offer) is scheduled to commence. Without limiting any circumstances evidencing Landlord’s intent to redevelop the Complex, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises Landlord shall be adjusted deemed to intend to redevelop the Complex if Landlord or its successor has, prior to Landlord’s delivery of the Override Notice, submitted a development plan to the then “fair market value” as agreed-to by LANDLORD and TENANT as part City of such election as provided in clause San ▇▇▇▇ for review (fincluding preliminary review) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach or submitted an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit application to the otherCity of San ▇▇▇▇ for approvals or permits relating to the proposed redevelopment (including without limitation demolition permits, a separate written statement of its proposed fair market “base rent” within ten site development permits and/or building permits) (10) days of the expiration evidence of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. (ii) The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. (iii) If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles. (iv) The fees of such arbitrator shall be paid by the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental value. (g) To be effective, TENANT’s election to relocate to the new premises must be given to LANDLORD in writing within sixty (60) days of delivery of the TERMINATION NOTICE; provided, however, that if the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be less desirable included in any material respect than the preliminary plans set forth in the TERMINATION NOTICE (as updated from time to time by LANDLORD and notified in writing to TENANTLandlord’s Override Notice), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORD.

Redevelopment. (a) Landlord shall have the conditional right to terminate the LEASE effective at any time following January 31, 2017, provided that (i) LANDLORD shall provide TENANT with written notice of such termination this Lease (the “TERMINATION NOTICETermination Option”), without penalty after the expiration of the initial Lease Term (the designated date to be referred to herein as the “Early Termination Date”), in the event that Landlord, in its sole and absolute discretion, elects to redevelop the Property. Landlord’s Termination Option is conditioned upon Landlord providing written notice to Tenant (“Termination Notice”) of Landlord’s election to exercise its Termination Option and the designation of the Early Termination Date, at least 360 days twelve (12) months prior to the termination dateapplicable Early Termination Date. The Landlord may elect, (ii) any such termination shall be solely for as an Early Termination Date, the purpose of facilitating a re-development last day of the property in which initial Term or the PREMISES is located; and (iii) TENANT shall be given an option to relocate last day of the PREMISES to new premises on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value thereforeFirst Option Term. (b) The proposed new premises shall include a building of at least 15,000 square feet in size If Landlord properly exercises the Termination Option and otherwise the notice requirement has been satisfied, this Lease shall be substantially equivalent or superior deemed terminated on the applicable Early Termination Date, Tenant shall return possession of the Premises to Landlord in broom clean condition and in accordance with the PREMISES as to the quality terms of furnishings and tenant fixturesArticle 22 hereof, and the proposed new premises parties respective rights and obligations hereunder shall terminate, except for those obligations which accrue prior to such Early Termination Date and those rights and obligations which expressly, or by their nature, survive the termination of this Lease (A) be located within 350 feet of including all indemnification obligations hereunder). If Landlord properly exercises the Western boundary of Termination Option and Tenant subsequently fails to timely and properly vacate the PREMISESPremises and return possession thereof to Landlord on or before the applicable Early Termination Date, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking Tenant shall be convenientdeemed to be holding over in the Premises, but need not which holdover shall be at ground level, and (D) have parking ratios not less than required by applicable zoning laws and permit approvals. (c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between the date of termination of the LEASE and the relocation subject to the new premises if TENANT makes such election to relocate to such new premisesterms of Article 23 hereof. (d) The reasonable out-of-pocket costs and expenses incurred by TENANT in connection with such relocation shall be shared (split 50/50) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended to reflect the new premises and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance of the INITIAL LEASE TERM (if applicable) or the EXTENDED TERM, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to by LANDLORD and TENANT as part of such election as provided in clause (f) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit to the other, a separate written statement of its proposed fair market “base rent” within ten (10) days of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. (ii) The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. (iii) If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles. (iv) The fees of such arbitrator shall be paid by the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental value. (g) To be effective, TENANT’s election to relocate to the new premises must be given to LANDLORD in writing within sixty (60) days of delivery of the TERMINATION NOTICE; provided, however, that if the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be less desirable in any material respect than the preliminary plans set forth in the TERMINATION NOTICE (as updated from time to time by LANDLORD and notified in writing to TENANT), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORD.

Redevelopment. Landlord shall have the right to terminate the LEASE effective at any time following January 31, 2017, provided that (ia) LANDLORD shall provide TENANT with written notice of such termination (the “TERMINATION NOTICE”) at least 360 days prior Subject to the termination dateother terms and conditions hereof, (ii) Contributor shall use its reasonable best efforts to Fully Complete the Redevelopment as soon as reasonably possible and in any such termination event by the Outside Date, and shall be solely for responsible for, and indemnify the purpose of facilitating a re-development of Partnership against, any costs and expenses required in order to Fully Complete the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value thereforeRedevelopment. (b) The proposed new premises If Contributor does not expect to Fully Complete the Redevelopment prior to the Scheduled Closing Date, Contributor shall include a building of provide written notice to the Partnership (which Contributor shall endeavor to deliver at least 15,000 square feet ten (10) days prior to such date), which notice shall indicate in size reasonable detail the remaining work that is expected to be required after Closing in order to Fully Complete the Redevelopment and otherwise shall Contributor’s good faith estimates of the costs and expenses required to be substantially equivalent or superior to the PREMISES as to the quality of furnishings and tenant fixtures, incurred for such work and the proposed new premises shall (A) be located within 350 feet date of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios not less than required by applicable zoning laws and permit approvalsFull Completion. (c) LANDLORD Except in the event the Parties elect the options set forth in Sections 13.1(a)(i)(z) or 13.1(a)(ii)(z), to the extent the Redevelopment has not been Fully Completed at the Closing: (i) Contributor’s obligations pursuant to this Section 7.5 shall schedule continue in effect following the Closing and conduct Contributor shall be solely responsible for any redevelopment so costs and expenses incurred to Fully Complete the Redevelopment (and shall ensure that the Partnership is named as an additional insured on all WT, other contractor and Contributor insurance policies for the Redevelopment and is otherwise completely and fully indemnified from and against any claims from WT, other contractors and third parties or otherwise in connection with the post-Closing work); and (ii) Contributor shall provide the Partnership monthly updates as promptly as practicable (and in any event within twenty (20) days after each calendar month end) setting forth in reasonable detail (x) the status of and any material developments or changes to reasonably minimize any disruption the Redevelopment, (y) estimates of the TENANT’s business between remaining costs to Fully Complete the date of termination of the LEASE Redevelopment, and the relocation to the new premises if TENANT makes such election to relocate to such new premises(z) an updated Redevelopment project schedule. (d) The reasonable out-of-pocket costs and expenses incurred Notwithstanding anything to the contrary in this Agreement, no exercise by TENANT the Partnership of its consent rights hereunder (provided that such consent right is exercised in connection with such relocation good faith and, if required by the express terms hereof, reasonably) shall be shared (split 50/50) between LANDLORD and TENANTdiminish or absolve Contributor of its obligation to Fully Complete the Redevelopment as soon as reasonably possible. (e) If TENANT makes an election to relocate to the new premisesFor clarity, the LEASE Redevelopment Condition shall be amended to reflect the new premises satisfied upon Substantial Completion and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance not upon Full Completion of the INITIAL LEASE TERM (if applicable) or the EXTENDED TERMRedevelopment, and if the failure to Fully Complete the Redevelopment by Closing shall not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to a default by LANDLORD and TENANT as part of such election as provided in clause (f) belowContributor hereunder. (f) LANDLORD and TENANT shall endeavor in good faith to determine Upon the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date Full Completion of the TERMINATION NOTICE. If LANDLORD Redevelopment and TENANT are unable to reach an agreement on the NEW BASE RENTFull Completion of the Offsite Improvements, then each of LANDLORD and TENANT shall make, and submit Contributor will assign to the otherPartnership, a separate written statement by means of its proposed fair market “base rent” within ten (10) days an assignment instrument reasonably acceptable to the Partnership, all of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, Construction Contracts that are assignable by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties in the area in which the PREMISES are located. (ii) The arbitrator’s determination of the fair market rental value shall be final and conclusive and shall be limited solely to the issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT of such determination within thirty (30) days of his or her appointment. (iii) If LANDLORD and TENANT are unable to reach an agreement upon and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles. (iv) The fees of such arbitrator shall be paid by the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental value. (g) To be effective, TENANT’s election to relocate to the new premises must be given to LANDLORD in writing within sixty (60) days of delivery of the TERMINATION NOTICEtheir terms; provided, however, that such assignment shall not relieve Contributor of any obligation hereunder to pay for the Redevelopment or the Offsite Improvements or any other liabilities incurred by Contributor under the Construction Contracts prior to the assignment thereof, which shall remain the responsibility of Contributor. If any Construction Contract is not assignable by its terms, Contributor shall use commercially reasonable efforts to obtain any consent or novation required in order to effectuate the assumption by and assignment to PREIT Newco of such Construction Contract and, promptly following receipt of any required consent or novation, the Parties shall effectuate such assignment and assumption. If any such consent or novation shall not be obtained by the date that is sixty (60) days after the certification described in the first sentence of this Section 7.5(f), Contributor shall execute and deliver an agreement with PREIT Newco reasonably acceptable to PREIT Newco (at PREIT Newco’s cost and expense) to provide or transfer to PREIT Newco the benefits intended to be assumed by and assigned to it, including enforcement at PREIT Newco’s election, and at the cost and for the account of PREIT Newco, of any and all rights of Contributor against the other party thereto pursuant to such Construction Contract. (g) Following the assignment to and assumption by PREIT Newco of any Construction Contract or any Warranty (or of Contributor’s benefits with respect thereto), (i) the Partnership may not recover any amount against Contributor pursuant to Section 8.1 or any other provision hereof with respect to such Construction Contract or Warranty if it has previously recovered such amount with respect to the same claim or matter from the counterparty to such Construction Contract or Warranty, and (ii) if the precise location Partnership has previously recovered any amount against Contributor pursuant to Section 8.1 or any other provision hereof with respect to such Construction Contract or Warranty, it will assign to Contributor any claim with respect to such matter against the counterparty to such Construction Contract or Warranty or, if such claim is not assignable, shall prosecute such claim on Contributor’s behalf and configuration at Contributor’s cost and expense. (h) To the extent that, as of the proposed new premisesClosing, including applicable parking Contributor has not received the full lien waivers described in Section 5.42(iv) of the WT Contract, Contributor shall provide one or more bonds reasonably satisfactory to the Partnership and signage rights changes during shall indemnify the course Partnership in respect of planning/permitting so as any liens to be less desirable the extent a waiver has not yet been provided in any material respect than accordance with Section 5.42(iv) of the preliminary plans set forth in WT Contract, which bond and indemnity shall terminate upon delivery of full lien waivers consistent with said section of the TERMINATION NOTICE WT Contract. (as updated from time to time by LANDLORD and notified in writing to TENANT), then TENANT i) The provisions of this Section 7.5 shall have thirty (30) days to revoke such election from each such notice of change from LANDLORDsurvive the Closing.

Redevelopment. The Landlord shall have be entitled to carry out or permit the Development of any neighbouring premises of the Landlord or any part thereof and to build on or into any boundary wall of the Demised Premises or to re-route any services in or access to the Demised Premises subject to the Landlord exercising such right in a reasonable manner and making good any damage caused and ensuring that the Tenant’s full use and enjoyment of the Demised Premises is not thereby adversely affected Whenever in this lease the consent or licence of the Landlord is required in any matter then the Landlord shall be entitled to terminate withhold its consent or licence unless and until it has obtained the LEASE effective consent of any superior landlord All monies payable by the Tenant under this Lease not expressly reserved as rent shall be a charge on the Demised Premises and recoverable as for rent in arrear The Surety in consideration of this Lease having been made at any time following January 31, 2017, provided its request hereby covenants with the Landlord that (i) LANDLORD shall provide TENANT with written notice the Tenant will throughout the Term pay the rents hereby reserved or subsequently ascertained on the days and in manner aforesaid and will perform and observe all the Tenant’s covenants hereinbefore contained and that in case of default in such payment of rents or in the performance or observance of such termination (covenants as aforesaid the “TERMINATION NOTICE”) at least 360 days prior Surety will pay and make good to the termination date, (ii) any such termination shall be solely for the purpose of facilitating a re-development of the property in which the PREMISES is located; and (iii) TENANT shall be given an option to relocate the PREMISES to new premises Landlord on the following terms: (a) The TERMINATION NOTICE shall depict preliminary plans for the proposed new premises (including parking) as well as LANDLORD’s opinion of fair market rental value therefore. (b) The proposed new premises shall include a building of at least 15,000 square feet in size and otherwise shall be substantially equivalent or superior to the PREMISES as to the quality of furnishings and tenant fixtures, and the proposed new premises shall (A) be located within 350 feet of the Western boundary of the PREMISES, (B) face Wilshire Boulevard, (C) be substantially at ground level, provided that parking shall be convenient, but need not be at ground level, and (D) have parking ratios not less than required by applicable zoning laws and permit approvals. (c) LANDLORD shall schedule and conduct any redevelopment so as to reasonably minimize any disruption of the TENANT’s business between the date of termination of the LEASE and the relocation to the new premises if TENANT makes such election to relocate to such new premises. (d) The reasonable out-of-pocket demand all losses damages costs and expenses thereby arising or incurred by TENANT the Landlord notwithstanding:- 1.1 any neglect or forbearance of the Landlord in connection with endeavouring to obtain payment or to enforce performance of the several stipulations herein on the Tenant’s part contained (and any time which may be given to the Tenant by the Landlord shall not release or exonerate or in any way affect the liability of the Surety under this covenant) 1.2 that the terms of this Lease may have been varied by agreement between the Landlord and the Tenant where such relocation variation is immaterial and not prejudicial to the Surety 1.3 that this Lease may have been assigned or that the Tenant may have ceased to exist or may have surrendered part of the Demised Premises or 1.4 any other act or thing whereby but for this provision the surety would have been released If this Lease shall be shared disclaimed or the Tenant (split 50/50being a company) between LANDLORD and TENANT. (e) If TENANT makes an election to relocate to the new premises, the LEASE shall be amended dissolved or cease to reflect exist and if the Landlord shall by notice in writing have so required the Surety will take from the Landlord a new premises and shall otherwise be on the same terms as this LEASE (e.g., the new lease shall be for the balance Lease of the INITIAL LEASE TERM (if applicable) or Demised Premises for a term commensurate with the EXTENDED TERM, and if not already exercised, TENANT shall have the option of electing an EXTENDED TERM), except that the BASE RENT for such new premises shall be adjusted to the then “fair market value” as agreed-to by LANDLORD and TENANT as part of such election as provided in clause (f) below. (f) LANDLORD and TENANT shall endeavor in good faith to determine the “fair market value” to be used as the Base Rent for the new premises (“NEW BASE RENT”) within forty-five (45) days from the date residue of the TERMINATION NOTICE. If LANDLORD and TENANT are unable to reach an agreement on the NEW BASE RENT, then each of LANDLORD and TENANT shall make, and submit to the other, a separate written statement of its proposed fair market “base rent” within ten term which would have remained had there been no disclaimer dissolution or cesser (10) days of the expiration of the foregoing forty-five day period, and the determination of NEW BASE RENT shall be submitted to arbitration as hereinafter provided: (i) Within thirty (30) days from the expiration of such forty-five day period, LANDLORD and TENANT shall agree on a single arbitrator (and LANDLORD or TENANT may consult with such arbitrator prior to his or her appointment) who shall, by profession, be a real estate broker or appraiser who is a member of the American Institute of Appraisers, or any successor organization and who shall have been active over the ten (10) year period ending on the date of such appointment on a full-time basis in the leasing (or appraisal, as the case may be) of commercial properties at the same rent and subject to the same covenants and conditions as are reserved by and contained in this Lease (with the area in which the PREMISES are located. (ii) The arbitrator’s determination exception of the fair market rental value surety covenants contained in this Seventh Schedule) such new Lease to take effect from the date of such disclaimer or dissolution or cesser (as the case may be) and in such case the Surety shall be final without delay take or join in all acts necessary for the grant of such new Lease and conclusive and shall be limited solely will pay all costs relating to the issue of whether LANDLORD’s or TENANT’s submitted base rent, as applicable, is the closest to such arbitrator’s determination of fair market rental value, and such party’s base rent shall be the NEW BASE RENT. The arbitrator shall reach such a decision and notify LANDLORD and TENANT grant of such determination within thirty (30) days of his or her appointment. (iii) If LANDLORD new Lease and TENANT are unable to reach an agreement upon execute and appoint a single arbitrator, then the appointment of the arbitrator shall be made by the Presiding Judge of the Superior Court of Los Angeles County, or, if he or she refuses to act, by any State or Federal judge sitting in the County of Los Angeles. (iv) The fees of such arbitrator shall be paid by the party whose submitted base rent was not closest to such arbitrator’s determination of fair market rental value. (g) To be effective, TENANT’s election to relocate deliver to the new premises must be given to LANDLORD in writing within sixty (60) days of delivery of the TERMINATION NOTICE; provided, however, that if the precise location and configuration of the proposed new premises, including applicable parking and signage rights changes during the course of planning/permitting so as to be less desirable in any material respect than the preliminary plans set forth in the TERMINATION NOTICE (as updated from time to time by LANDLORD and notified in writing to TENANT), then TENANT shall have thirty (30) days to revoke such election from each such notice of change from LANDLORD.Landlord a counterpart thereof