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KSL/Estoppel Cert, Bull Barn Lease - 2002cl -711002. DUPLICATE ORIGINAL ESTOPPEL CERTIFICATE The undersigned, MDS Consulting, a California corporation (the "Tenant "), tenant under that certain Lease Agreement dated July 1, 1997, as amended and/or modified and attached hereto as Exhibit "A" and made a part hereof (the "Lease "), hereby certifies to the LA QUINTA REDEVELOPMENT AGENCY, a public body, corporate and politic (`Buyer "), as follows: 1. As of the date hereof, the Lease has not been amended or modified other than as may be set forth in Exhibit "A" and is in full force and effect; Tenant has paid to Landlord a security deposit of NO DOLLARS ($0); The annual rent under the Lease is currently TEN DOLLARS ($10.00). 4. There are no outstanding rental or other monetary concessions granted to tenant; 5. The rent has been paid for all periods up to and including 3/ D 6. No rent under the Lease has been prepaid; 7. The Lease commenced on June 1, 1997, and had an initial term of one (1) year. Thereafter, the Lease automatically renews annually; provided, however, notwithstanding the annual renewals, Landlord has the right to terminate the Lease, with or without cause, by providing Tenant with thirty (30) days written notice to cancel; 9. As of the date hereof, neither Landlord nor Tenant under the Lease is in default under the Lease; Tenant has no knowledge of the occurrence of any event which with notice and/or the passage of time would constitute a defense to the payment of rent under the Lease or otherwise; and Tenant has no charge, lien, claim of offset under the Lease or otherwise, against rents or other charges due or to become due thereunder; 10. Tenant is presently in possession of the leased premises; 11. Upon consummation of the sale by Landlord to Buyer of its fee simple interest in the property which is subject to the Lease, Tenant shall recognize and attom to Buyer and its successors and assigns as the Landlord under the Lease; and 12. In accordance with California Revenue & Taxation Code § 107.6, Tenant hereby acknowledges that the possessory interest granted by the Lease may be a taxable interest and Tenant hereby acknowledges and agrees that, notwithstanding any provision to the contrary that may be set forth in the Lease, Tenant shall be responsible for the payment of any such possessory interest tax. 13. As consideration for Agency's agreement not to immediately deliver a thirty -day notice of termination upon Agency's acquisition of fee title to the property, Tenant hereby 615/015610 -0048 288102.01 a05/24102 Page 1 waives, relinquishes, and discharges any and all rights or claims that Tenant may have against Buyer for relocation assistance or related benefits or loss of goodwill under any applicable law, including, but not limited to California Government Code Section 7260 et seq. and the State Relocation Assistance and Real Property Acquisition, 25 C.F.R. 6000 et seq., or the comparable federal relocation laws and regulations. As used herein, the term "Tenant" shall mean and include the Tenant named above and the Tenant's successors, assigns, heirs, executors, administrators and personal representatives. Where there is more than one tenant, the use of the singular shall be construed to include the plural wherever the context so requires. The use of any gender herein shall include all genders. Tenant acknowledges that Buyer and their successors and/or assigns may rely upon this Estoppel Certificate in connection with its acquisition of the leased premises which is the subject of the Lease and that any lender who makes a loan to Buyer or their successors and/or assigns which is secured in whole or in part by a lien on the leased premises may rely upon this Estoppel Certificate in connection with any loan made to Buyer, their successors or assigns. IN WITNESS WHEREOF, Tenant has executed this Estoppel Certificate this day of JU N e , 2002. TENANT: MDS CONSULTING, a California corporation By: Name: bA0.V S. BE R Title: V1 CE 10610 ICS MA44ME By: Name: Title: 615/015610 -0048 298102.01 a05/24/02 Page 2 EXHIBIT "A" COPY OF LEASE Insert a copy of the Lease and any amendments and modifications made to the Lease. 615/015610 -0048 288102.01 a05124/02 e LEASE AGREEMENT BULL BARN THIS LEASE AGREEMENT (the "Lease ") is made effective the 1st day of July, 1997, by and between XOCHEZLCO PROPERTIES, INC., a Delaware corporation, as trustee and nominee for KSL Desert Resorts, Inc. and KSL Oak Land, L.P. (collectively, "Landlord ") and MDS CONSULTING, a California corporation, whose principal place of business is located at 17320 Redhill Avenue, Suite 350, Irvine, California 92614 ( "Tenant "). RECITALS A. Landlord is the owner of (i) the land described as the East Half of the Northeast Quarter of the Northeast Quarter of Section 7, Township 6 South, Range 7 West, San Bernardino Base and Meridian, City of La Quinta, County of Riverside, State of California, more commonly known at a portion of Oak Tree West (the "Land"); and (ii) certain improvements on the Land consisting of a building containing 1,545 square feet of space, commonly known as the Bull Barn, located at 79 -799 Old Avenue 54, City of La Quinta, and various associated parking areas, driveways and walkways (the "Leased Premises "). B. Tenant is engaged in the business of mapping, surveying and other land planning services and has entered into an agreement with Landlord to provide such services to Landlord. C. Landlord desires to lease to Tenant and Tenant desires to lease from Landlord the Leased Premises on the terms and conditions hereinafter set forth. AGREEMENT NOW, THEREFORE, in consideration of the mutual agreements set forth herein, Landlord and Tenant agree as follows: ARTICLE I 1.1 1 Paced Pre is c, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Leased Premises, together with the right to use in common with others the parking areas, driveways and walkways located on the Land, upon the terms and conditions stated in this Lease. Tenant hereby covenants and warrants that Tenant shall comply with all Landlord's and the City of La Quinta's rules and regulations in connection with its operations on the Land. Page 1 it 1,: Conditions oC i acri4es. Tenant hereby acknowledges and agrees mat. prior rformed all inspections of the Leased Premises that to the execution of the Lease, Tenant has pe Tenant deems necessary or appropriate, and Tenant hereby accepts the Leased Premises "As -Is" m its current condition. Tenant further ackntoiwlle respect ge tat neither Landlord premnor any agent o oLandlord has made any representation or warranty possession of the Leased Premises by Tenant shall conclusively establish that the Leased Premises were, at such time, in satisfactory condition. ARTICLE II 2.1 T M. The Term of this Lease shall be for a period of one year commencing June 1. as 1997, unless sooner terminated as provided herein (the "Term"). Therreafter, this ed her ineto the automatically renew annually. Notwithstanding the foregoing and anything contrary, Landlord shall have the right to terminate this Lease, with or without cause, by providing Tenant with thirty (30) days written notice to cancel. upon such termination, Tenant shall surrender the Leased Premises, in accordance with the provisions contained in Section 8.1 hereof. no later than the effective date of termination. ARTICLE III 3.1 Err- In consideration of Tenant maintaining_ a business office on Landlord's property, beginning June 1, 1997 and continuing throughout the Term, or subsequent renewal thereof, Tenant shall pay to Landlord base rent in the amount of Ten Dollars ($10.00) annually (the "Rent "), pavable in advance to Landlord on the first day of each year without notice or demand and without abatement, deduction, defense or set -off in any amount or for any reason whatsoever. Tenant shall make all rental payments to Lan dlord at Landlord's address as provided by Section 14.7. u 3? Operating F.xnenses. Tenant shall be responsible for payment of any and all cos, charges and expenses for all utilities and related services provided to or for the Leased Premises, whether billed directly or indirectly to Tenant or Landlord including, but not limited to, telephone, water, gas, electricity and cable television. Tenant shall indemnify and hold Landlord harmless from and against any loss, cost, charge, expense or damage with respect thereto. 3,3 increases. Any increase in the cost of any taxes, including real property taxes, or insurance carried by Landlord attributable to Tenant's activities in or about the Leased Premises or Tenant's failure to perform and observe its obligations and covenants under this Lease shall be borne by Tenant and payable to Landlord from time to time, on demand, whether or not Landlord shall have consented to such activities. cantme.masmas.aac Page 2 IL 3.4 E=sonal Properri Taxes. During the Term. or renewal thereof. Tenant shall pa} all taxes assessed against and levied upon fixtures, furnishings, equipment, and all other, personal property of Tenant contained on the Land or in the Leased Premises prior to delinquency, and when possible Tenant shall cause these fixtures, furnishings, equipment, and other personal propem' to be assessed and billed separately from the real property of Landlord. If any of Tenant's fixtures, furnishings, equipment, and other personal property is assessed and taxed with Landlord's real property. Tenant shall pay to Landlord Tenant's share of the taxes within ten (10) days after delivery to Tenant by Landlord of a statement in writing setting forth the amount of the taxes applicable to Tenant's property. ARTICLE IV 4.1 c ti t Rninvment. Provided that no default or condition described in Section 13.1 has occurred and is continuing, and subject to the performance by Tenant of all of the covenants and provisions of this Lease to be performed by Tenant. Tenant shall have during the Term peaceful and quiet use and possession of 'the Leased Premises without hindrance on the part of Landlord. 4.2 r'se of Tee seises, Tenant may use the Leased Premises for a general office purposes and for no other purpose. 4,3 Cmnliance with Law. At all times during the Term, at Tenant's own expense, Tenant shall conform to and comply with all governmental requirements, or requirements of applicable insurance policies now or hereafter in force, affectine the use or occupancy of all or any part of the Leased Premises. 4.4 Conduct on t eased premises. Tenant shall not do, or permit anything to be done, in or on the Leased Premises, which in any way will (a) increase the rate of fire insurance on the Leased Premises; (b) invalidate or conflict with the fire insurance policies on the Leased Premises or fixtures or on personal property kept therein; (c) obstruct or interfere with the rights of Landlord; (d) subject Landlord to any liability for injury to persons or damage to property; or (e) interfere with the good order of the Leased Premises. 4.5 i eased Premises - LOSS. Damage. Landlord shall not be liable under this Lease to Tenant for iniuries to person or damage to propem occurring on the Land and the Leased Premises or to any persons thereon, including, without limitation, (a) a loss of property by theft or burglary, including property placed in the custody of Landlord's employees; (b) damage or injury to person or property on the Leased Premises from the use of any utility on the Leased Premises; (c) any damage or injury caused by action of the natural elements; or (d) damage or injury resulting from (i) the conduct of Tenant. Tenant's contractors, licensees or invitees, whether negligent or otherwise, or (ii) any other act, event or occurrence in or about the Leased Premises other than acts of Landlord Wntmet.masieas.aoc Page 3 or Landlord's employees, contractors. licensees or invitees, whether negligent or otherwise. Tenant shall not make any claim against Landlord for any loss or damage described in this Section. ARTICLE V 5.1 s«��^.t aDd Subletting. Tenant shall not have the right to sublet the Leased Premises, or any portion thereof, or to assign or mortgage Tenant's interest in this Lease, or any without the prior written consent of Landlord, which consent may be withheld in portion thereof, Landlord's sole and absolute discretion. In the case of any such subletting or assignment, Tenant shall remain fully obligated to Landlord for the performance of all terms and conditions of this Lease. Notwithstanding the foregoing, Landlord may, without Tenant's consent, assign this Lease to any of its affiliates, successors or assigns of any of its assets. ARTICLE VI Parking 6.1 EaIking• Tenant's lease of the Leased Premises includes the right to use, in common with others, the adjacent automobile parking areas, driveways, access roads and footways. ARTICLE VII 7.1 *laintenance and Repair. Tenant, at its expense, will keep the Leased Premises in good and clean order and reasonable condition, fit for its intended use. Tenant will not do, and will guests from doing, take reasonable steps to prevent Tenant�mplo employees, contractor vue or ueVfulnes of the Leased Premises any act or things which might in any p art thereof. All or any part thereof, or commit or permit any waste of the Leased Premises or any p repairs and replacements necessitated by reason of the acts or omissions of Tenant, its employees, contractors, invitees or guests in breach of this Lease may be made by Landlord at Tenant's cost and expense, payable upon demand therefor by Landlord. 7z by Tenant. Tenant may not make any additions, alterations or changes to the Leased Premises without the prior written consent of Landlord. contra ct.mesieas.eoc ARTICLE VIII Page 4 8 1 5 , Upon expiration of the Term, or any earlier termination of this Lease. Tenant shall surrender to Landlord the Leased Premises. including all alterations. 'in. Drovements; and other additions that Landlord does not require that Tenant remove, in good order and repair. reasonable wear and tear excepted. 8.2 Holder =• Tenant shall have no right to occupy the Leased Premises or any portion thereof after expiration of this Lease or Tenant's right to possession of the oLeession of the Leased Elie event Tenant or any party claiming by, through or under Tenant, retains p Premises after the expiration or earlier termination of this lease, such possession shall on rrtute and i construed as a tenancy at will only, subject, however, to all of the terms, provisions, covenants and agreements of Tenant hereunder. Tenant or any such parry shall pay Landlord, as rent for the entire period of any hold -over tenancy, One Hundred Dollars ($100) per day. In the event of such hold -over, Landlord may immediately exercise all remedies available to Landlord at law or in equity to recover possession of the Leased Premises and for damages. Tenant shall be liable to Landlord for any loss or damage Landlord may sustain by reason of Tenant's failure to Premises immediately upon the expiration or termination of surrender possession of th this e Leased Prem Lease. If Tenant shall fail to surrender possession of the Leased Premises immediately upon the expiration or earlier termination of this Lease, Tetuan hereby agrees that all the obligations of Tenant and all rights of Landlord applicable during the term oftthis Lease shall be equally created during such period of subsequent occupancy. whether or not a aforesaid. ARTICLE IX t= 9.1 Liens• At all times during the Term, Tenant shall keep the Land and the Leased Premises and any rents or other sums payable hereunder free and clear of all charges, liens, security interests and encubrances, including, without limitation. all mechanic's and materialmen's liens. m ARTICLE X 10.1 Tic Inc„rance, At all times during the Term, Tenant shall maintain at lts own expense the following types of insurance coverage: (a) Property insurance covering all risks of physical loss or damage, extended coverage, and earthquake, against loss, damage or destruction to the Leased Premises including furniture, fixtures, ecuipment and other property installed or kept by Tenant on the Leased Premises. Such insurance shall be written on a replacement cost basis. wntract.mos,eas.eac Page 5 (b) General liability insurance, in amounts of at least $2,000,000 general aggregate $1,000,000 Products/completed operations aggregate $1,000,000 personal injury liability $1 000 000 each occurrence, bodily injury and property damage $ 100,000 fire legal liability $ 10,000 premises medical payments; and (c) Automobile liability insurance, including hired and non - owned, in an amount of at least $1,000,000 combined single limit for bodily injury and property damage. (d) Workers' compensation insaimce in at least the statutory minimum amount and employer's liability insurance in an amount of at least $1,000,000, covering Tenant's - employees. (e) Business interruption insurance in an amount sufficient to cover such exposure, with the right of Tenant to self - insure for the exposure with a full waiver of subrogation. Tenant shall name Landlord as additional insured on such policies, and shall provide Landlord with waiver of subrogation in favor of Landlord from the insurers under such policies and certificates of insurance evidencing the coverages required herein. ARTICLE %I 11.1 Total Takirrs. If the entire Leased Premises be taken under the power of eminent domain or by purchase in place thereof (herein together called "Eminent Domain "), this lease shall terminate as of the date possession is taken. 11.2 Parting• If any Portion of the Leased Premises shall be taken under the power of eminent domain, and the remaining portion would not, in the reasonable judgment of Tenant be adequate for the continued occupancy of the Leased Premises, either unrestored or restored, or if Tenant deems such restoration to be impractical, Tenant may terminate this Lease immediately by giving Notice thereof to Landlord within thirty (30) days after such taking. If this Lease is not terminated pursuant to this Section 11.2, Landlord shall have no obligation to restore the Leased Premises, and Tenant shall continue to pay rent in full and to utilize the Leased Premises. 11.3 Dzma=. All damages awarded for any such taking under the power of eminent domain shall be paid to Landlord, except damages: if any, specifically allocated by the condemning authority, for fixtures and equipment of Tenant used in operation of the Leased Premises. wnmct.masieas.acc Page 6 11.4 R=. If Tenant elects to terminate this Lease as provided by this Article. Tenan: shall pay Rent upon to the date that possession is taken by the condemning authority. and Landlord shall make a proportional refud t�cnant of any Rent paid by Tenant which is applicable to an}' period after that date and not yet ARTICLE XII (a) flPfnitions. (i) ^i Paced premiaPC Parzial Tlamagt^ shall mean damage or destruction to the Leased Premises, the repair of which will cost no more than $5,000.00 as determined by Landlord. (ii) "T Paced Premi�e� Total Destmction" shall mean damage or destruction to the Leased Premises, the repair of which will cost more than 55,000.00 as reasonably determined by Landlord. (iii) "Ins +T oss^ shall mean damage or destruction to the Leased Premises where full insurance proceeds are paid to Landlord. (b) Partial Damage. If a Leased Premises Partial Damage occurs. then Landlord nable possibly and this Lease shall continue in full force shall repair such damage as soon as reaso and effect. Landlord shall pay any deductibles payable in connection with such Loss. (c) Total i ectru=Wn -1US=d Loss. If a Leased Premises Total.Destruction that is an Insured Loss occurs, either party may cancel thts Lease by delivery of a Notice to the other party within sixty (60) days of the occurrence of such event, effective as of the date of such Notice. If neither parry cancels this Lease. then such Total Destruction shall be deemed a Leased Premises Partial Damage and the repair of the Leased Premises shall be governed by the terms of Paragraph 12.1(b) above. (d) Total D ctruction inincur dg_? oe�. If a Leased Premises Total Destruction that is not an Insured Loss occurs, either parry may cancel this Lease by delivery of a Notice to the other parry within sixty (60) days of the occurrence of such event, effective as of the date of such Notice. If neither parry cancels this Lease. then Landlord shall commence to repair such damage as soon as reasonably possible thereafter at Landlord's expense, in which event this Lease shall continue in full force and effect. In the event Landlord elects to give Notice of Landlord's intention to terminate this Lease, Tenant shall have the right within ten (10) days after the receipt of such =ntMCt.MdSia25.00C Page 7 Notice to give written notice to Landlord of Tenant's commitment to pay for the repair of such damage totally at Tenant's expense and without reimbursement from Landlord. Tenant shall provide Landlord with the required funds or satisfactory assurance thereof within shim (30) days following Tenant's said commitment. In such event this Lease shall continue in full force and effect, and Landlord shall proceed to make such repairs as soon as reasonably possible. If Tenant does not give such Notice and provide the funds or assurance thereof within the times specified above, this Lease shall terminate as of the date specified in Landlord's Notice of termination. 12.2 Abatement. (a) In the event of damage where this Lease is not terminated. whether or not Landlord or Tenant repairs or restores the Leased Premises, the Rent and other charges. if any. payable by Tenant hereunder shall be abated in proportion to the degree to which Tenant's use of the Leased Premises is impaired for the period during which such damage, its repair or the restoration continues. Except for abatement of Rent and other charges, if any, as aforesaid, all other obligations of Tenant hereunder shall be performed by Tenant with respect to the undamaged portions of the Leased Premises. Tenant shall have no claim against Landlord for any damage suffered by reason of any such repair or restoration, except for claims arising from a default by Landlord in the performance of its repair and restoration obligations. (b) If Landlord shall be obligated to or elects to repair or restore the Leased Premises under the provisions of Section 12.1 and shall not continence the repair or restoration of Elie Leased Premises within forty -five (45) days after such obligation shall accrue, or the repair and restoration work is not completed within ninety (90) days of the date of the casualty, Tenant may, at any time prior to the commencement or completion of such repair or restoration, as the case may be, give Notice to Landlord and to anv lenders of which Tenant has actual notice of Tenant's election to terminate this Lease, effective as of the date of such Notice. "Commence" as used in this Paragraph shall mean the beginning of the actual construction work on the Leased Premises. 12.3 ioh . Landlord and Tenant agree that the terms of this Lease shall govern the effect of any damage to or destruction of the Leased Premises with respect to the termination of this Lease and hereby waive the provisions of any present or future statute (including without limitation Sections 1931. 1932 and 1933 of the California Civil Code and any successor statutes) to the extent inconsistent herewith. ARTICLE XIII 13.1 Fvent& Mf Default. An event of default (an "Event of Default ") shall occur under this Lease if Tenant shall fail to perform any of the terms, conditions or covenants of this Lease to be observed or performed by Tenant and such failure shall continue for more than thirry (30) days after Landlord gives Tenant Notice thereof, unless such default is of a nature that it cannot practically be =nrra=.mcsleas.CGc Page 8 cured within such thirty (30) day period but can be cured within a reasonable time and Tenant is proceeding with due diligence to cure such default. then at Landlord's option and without limrtn_ Landlord in the exercise of any other right or remedy Landlord may have in law or eouin or account of such default, and without any further demand or Notice. Landlord may exercise either of the remedies set forth in Section 13.2. 13.2 R m di S. Upon the occurrence of an Event of Default, then at Landlord's option and without limiting Landlord in the exercise of any other right or remedy Landlord may have in law or equity on account of such default, and without any further demand or Notice, Landlord may exercise either of the following remedies: (a) Re -enter the Leased Premises with process of law, take possession thereof and of all improvements. additions, alterations, equipment and fixtures thereon, and eject all parties in possession thereof Landlord may, without terminating this Lease, relet the Leased Premises or part thereof for the accounts of Landlord or Tenant, receive and collect the rents therefor, applying the rents first to the pavment of such expenses as Landlord may have incurred in recovering possession of the Leased Premises, including costs. expenses and reasonable anorney's fees, and for piacing the Leased Premises. in good order and condition or preparing or altering the Leased Premises for reletting, and all other expenses, commission and charges incurred by Landlord in connection with reletting the Leased Premises, and then to the fulfillment of the covenants of Tenant. Any such relating may be for the remainder of the Term or for a longer or shorter period. Landlord may execute any lease made pursuant to the terms hereof either in Landlord's name or in the name of Tenant, as Landlord may see fit• and the subtenant therein shall be under no obligation whatsoever for the application by Landlord of any rent collected by Landlord from such subtenant to any and all sums. due and owing or which may become due and owing under the provisions of this Lease. Tenant shall have no right or authority to collect any rent from such subtenant. In any case and whether or not the Leased Premises or any part thereof be relet. Tenant shall pav to Landlord all Rent required to be paid by Tenant up to the time of re -entry by Landlord. Thereafter, Tenant, if reauired by Landlord. shall pay to Landlord. until the end of the Term. the equivalent of the amount of all Rent, less the net proceeds of a releasing, if any, during the Term, after payment of the expenses of Landlord. Such rent shall be due and payable at the times provided for installments of Rent, and Landlord need not wait until the termination of this Lease to recover any Rent by legal action or otherwise. Re -entry by Landlord shall not constitute an election to terminate this Lease unless Landlord gives Tenant Notice of Landlord's election to terminate. Landlord shall not be responsible or liable for any failure to relet the Leased Premises, or any pan thereof, or for any failure to collect any rent due upon such releasing: or (b) Declare this Lease terminated, re -enter the Leased Premises with process of law, eject all parties in possession thereof and repossess and enioy the Leased Premises, and Landlord shall thereupon be entitled to recover from Tenant the present value, at the time of such termination. of the amount of Rent for the balance of the Term at an annual capitalization rate of eight percent (8 %). centnct.mdsieas.aoc Paae 9 13.3 Fxclucive *io VPa;ver SS ifi_oerf�2IISe• The remedies of Landlord set forth in this Lease are in addition to and not exclusive of anv other remedv of Landlord which may be.permined at law or in equity, and if any breach or threatened breach of this Lease b} Tenant occurs, Landlord shall be entitled to enjoin such breach or threatened breach and shall have the right to invoke any right and remedy allowed at law or in equity or by statute or otherwise in addition to rights set forth in this Lease. Tenant shall permit any re-entry without hindrance to Landlord, and Landlord shall not be liable in damages or guilty of trespass or eviction because of such m -entry. The failure of Landlord to insist, in any one or more instances, upon a strict performance of any of the covenants of this Lease or to exercise any right or remedy contained herein, shall not be construed as a waiver or a relinquishment for the future of such covenant or option. A receipt by Landlord of any installment of Rent with knowledge of the breach of anv covenant of this Lease shall not be deemed a waiver of such breach. No waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. In addition to the other remedies contained on the violation or se an attempted l w provide violau lord shall be entitled to the restraint by injunction a decree compelling performance of any of such covenants. any of the provisions of this Lease or to conditions or provisions. ARTICLE YIV 14.1 Reordine• Landlord and Tenant each covenant to the other not to record, or cause to be recorded. this Lease or any short form thereof. 14.2 Fcr000el rtificates. Each party agrees at reasonable intervals and from time to time upon not fewer than ten (10) days' prior written Notice by the other to execute, acknowledge and deliver a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or if there have been modifications, that this Lease is in full force and effect as modified and stating the modifications), (b) the dates to which the installments of Rent have been paid in advance, if any, and (c) stating whether or not, to the best knowledge of the signer of such certificate, the other parry is in default in performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge. Each parry acknowledges that any such statement delivered under this Lease may be relied upon by third parties. 14.3 Right to Fnter. Landlord shall have the right to enter the Leased Premises (a) at reasonable hours upon prior reasonable Notice to Tenant (verbal or written) for any purpose permitted or required by this Lease; or (b) at any time that an emergency exists, to examine the Leased Premises or to make such repairs and alterations as shall be reasonably necessary for the safety and preservation of the Leased Premises. eontrammdsteas.doc Page 10 14.4 C_nvemm i.aw. This Lease shall be construed and applied in accordance with the laws of the State of California. 14.5 Srverab_ility. Any provision or provisions of this Lease which shall prove to be invalid, void, or illegal shall in no way affect or impair or invalidate any other provision, and the remaining provisions shall remain in full force and effect. 14.6 EkadIII°5• The headings of the various Articles and Sections of this Lease are inserted for reference only and shall not to any extent have the effect of modifying, amendine or changing the express terms and provisions of this Lease. 14.7 NDti . All notices, demands, elections, deliveries and other communications between Landlord and Tenant required or desired to be given in connection with this Lease ( "Notices "), to be effective hereunder, shall, except as otherwise expressly provided in this Lease, be in writing, and shall be deemed to be given and received (a) when delivered personally; or (b) two (2) days after being deposited with a national overnight courier service (e.g., Federal Express) or with the United States Postal Service as certified mail, return receipt requested, in either event with all charges or postage prepaid and addressed as follows: If to Landlord, Xochimilco Properties, Inc. 56 -140 PGA Boulevard La Quinta, California 92-253 Attention: Legal Dept. Compliance Officer And if to Tenant, MDS Consulting 17320 Redhill Avenue, Suite 350 Irvine, CA 92714 -5644 Attention: Stan Morse Either Landlord or Tenant may from time to time designate another address for the receipt of future Notices by a Notice given as provided in this Section 14.7 to the other parry at the address set forth in, or as last provided by such other parry in accordance with, this Section 14.7. 14.8 Amendme�rc and Waivers. Neither this Lease nor any term or provision hereof may be changed, waived, or discharged orally, but only by an instrument in writing signed by the parry against which the enforcement of the change, waiver, or discharge is sought and only after giving effect to provisions of Section 14.1. wntMr— MdS1eaS -d0C Page 11 14.9 yrrrcaor� and a "i°n'• IN twithstandm°- anything contained herein to the .ont:ar%. this Lease shall be binding upon and inure to the benefit. as the case may reouire, of the parties hereto and their respective heirs, executors, administrators, successors and assigns. 14.10 S bDrdination. This Lease shall be subject and subordinate at all times to the lien of any mortgage or deed of trust, which may now or at any time hereafter be a lien upon the Land. Tenant shall execute and deliver such further instrument or instruments subordinating this Lease to the lien of any such mortgage or deed of trust as shall be reasonably requested by anv mortgagee or party secured or proposed mortgagee or party proposed to be secured. Tenant shall anorn to an} successor to Landlord by foreclosure or deed in lieu thereof or to any purchaser at a foreclosure sale of the Leased Premises. 14.11 Aocionment of t andlord 5 interest. If Landlord should ever assign this Lease or the rents hereunder to a creditor as security for a debt, Tenant shall, after Notice of such assigtunent and upon demand by Landlord or the assignee, pay all sums thereafter becoming due Landlord hereunder to the assignee and give all Notices required to be given Landlord hereunder both to Landlord and the assignee. Landlord may assign this Lease, by direct assignment or merger, to an affiliate of Landlord without the approval of Tenant. Landlord shall also have the right to make a collateral assignment of this Lease to its lender without the approval of Tenant. 14.1? T ^' ^`f by r.andlord. If Landlord sells, leases or in any manner transfers title to the Leased Premises, including foreclosure sale by judicial proceeding or otherwise, the Landlord shall be relieved of all covenants and obligations arising hereunder after the date of such sale, lease or other transfer, provided that such transferee shall agree, in a writing delivered to Tenant, to assume all covenants and obligations of the Landlord hereunder. Tenant agrees that it will attorn to such transferee upon the satisfaction of such conditions. and Tenant shall continue to perform all of the terms, covenants, conditions, and obligations of this Lease. 14.13 Rnlec and Regulation.. Landlord shall have the right, from time to time, to issue reasonable rules and regulations regarding the use of the Leased Premises. When so issued, such rules and regulations shall be considered a pan of this Lease. Landlord shall not be liable to Tenant in the violation of any rules and regulations or the breach of any covenant or condition in anv lease by any other tenant of the Land. 14.14 Fntir Agr Merl. This Lease contains the entire agreement of the parties with regard to the matters set forth herein. Any other agreements, promises or representations, oral or written, between the parties with respect to such matters are hereby superseded and merged into this Lease. 14.15 Time of F_csenSe,. Time is of the essence of this Lease. 14.16 FxPcutiOn 'P rm,nr°rnarts. This Lease may be executed in several counterparts, each of which shall be an original but all of which shall constitute one and the same instrument. conmc..mosieas.00c Page 12 14.17 RR lath Between the Parties. Notwithstanding the existence of other relationships between the parties to this Lease, this Lease only controls the relationship between Landlord, as landlord under this Lease, and Tenant, as tenant trader this Lease. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed to be effective as of the date first written above. XocHD,JIIMCO PROPERTIES, INC., a Delaware corporation By: Larry VLic iter Exec Vice President MDS CONSULTING, a California corporation mmMmmosbas.00c Page 13