Historical Lease Agreement

HISTORICAL LEASE AGREEMENT

This Historical Lease Agreement ("Lease") is made as of by and between Lessor Name: (the "Lessor") and Lessee Name: (the "Lessee"). The parties hereby covenant and agree as follows.

RECITALS

WHEREAS, Lessor holds legal title to the real property and improvements located at: (the "Premises"), which Premises have been designated or are eligible for designation as a historic property; and

WHEREAS, Lessee desires to lease the Premises for purposes consistent with preservation, restoration, and use that maintain the historic character of the Premises; and

WHEREAS, Lessor is willing to lease the Premises to Lessee subject to the covenants, restrictions, and preservation obligations set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the parties agree as follows:

1. PREMISES

Lessor hereby leases to Lessee and Lessee hereby leases from Lessor the Premises described above, together with all appurtenances, fixtures and improvements located thereon. The Premises are leased subject to the historic designation, covenants, easements, restrictions and recorded instruments of record affecting the Premises.

2. TERM

The term of this Lease (the "Term") shall commence on and expire on unless sooner terminated in accordance with this Lease. The Term may be extended only by written amendment signed by both parties.

3. RENT AND PAYMENTS

Rent is due in lawful money of the United States on or before the first day of each calendar month at the address for notices set forth in Section 14 or at such other place as Lessor may designate in writing. Any rent not paid within ten (10) days of the due date shall bear interest at the lesser of 12% per annum or the maximum rate permitted by law and Lessee shall be responsible for all costs of collection, including reasonable attorneys' fees.

4. PERMITTED USE; HISTORIC PRESERVATION

Lessee shall use the Premises solely for uses consistent with the historic character of the Premises and as specified in its approved preservation plan. Lessee shall not permit any use that would alter, obscure, or destroy character-defining features or that would jeopardize historic designation. Lessee shall comply with all requirements of applicable historic preservation ordinances, design guidelines, and any conditions of historic designation.

5. MAINTENANCE, REPAIRS AND RESTORATION

Lessee shall, at Lessee's sole cost and expense, keep the Premises in good order and repair, perform routine maintenance, and undertake any restoration required to maintain the historic integrity of the Premises. All repairs and restorations affecting exterior elevations or character-defining elements shall be performed in accordance with the preservation plan approved in writing by Lessor and, where applicable, by the relevant historic review authority.

6. ALTERATIONS AND IMPROVEMENTS

Lessee shall not make any structural alterations, additions or material changes to the Premises without Lessor's prior written consent, which consent shall not be unreasonably withheld when consistent with preservation obligations. All permitted alterations shall be performed in a good and workmanlike manner, in compliance with applicable law and the preservation plan. Title to all non-removable improvements shall vest in Lessor at expiration unless otherwise agreed in writing.

7. INSURANCE; INDEMNITY

Lessee shall, at Lessee's expense, maintain insurance covering liability, property loss, and casualty with coverages and limits reasonably acceptable to Lessor, naming Lessor as additional insured where applicable. Lessee shall indemnify, defend and hold Lessor harmless from and against all claims, damages, losses and expenses arising out of Lessee's use or occupancy of the Premises, except to the extent caused by Lessor's gross negligence or willful misconduct.

8. DAMAGE OR DESTRUCTION

If the Premises are damaged or destroyed, the parties shall proceed in accordance with this Section. Lessee shall promptly notify Lessor. If the damage can be restored within a commercially reasonable time and funds are available under applicable insurance, Lessee shall restore in accordance with preservation standards. If restoration cannot be completed within a reasonable time or the Premises are substantially destroyed, Lessor may elect to terminate this Lease by written notice, in which event rent shall be apportioned to the date of termination and any remaining insurance proceeds shall be distributed as set forth in the insurance and restoration provisions.

9. ASSIGNMENT AND SUBLETTING

Lessee shall not assign, transfer, mortgage or encumber this Lease or sublet all or any portion of the Premises without Lessor's prior written consent, which shall not be unreasonably withheld when the proposed transferee will continue to comply with the historic preservation obligations herein. Any permitted assignee shall expressly assume all of Lessee's obligations under this Lease.

10. TAXES, UTILITIES AND COSTS

Lessee shall be responsible for all utilities, routine maintenance costs and any real property taxes or assessments attributable to Lessee's use, except as otherwise provided in a separate written agreement. Lessee shall pay when due all charges for services to the Premises and shall indemnify Lessor for any liens resulting from Lessee's failure to pay.

11. DEFAULT AND REMEDIES

The occurrence of any of the following events shall constitute a default: (a) failure to pay rent or other amounts due hereunder within ten (10) days after written notice; (b) failure to perform any other covenant, duty or obligation within thirty (30) days after written notice, provided that if such failure cannot be cured within thirty (30) days, Lessee fails to commence cure within such period and diligently pursue same to completion; or (c) abandonment of the Premises. Upon default, Lessor shall be entitled to pursue any remedy available at law or in equity, including termination of this Lease, recovery of damages, and seeking injunctive relief to enforce preservation obligations.

12. TERMINATION AND SURRENDER

Upon expiration or termination of this Lease, Lessee shall surrender the Premises in substantially the same condition as received, reasonable wear and damage by casualty excepted, and in compliance with the preservation obligations herein. All removable trade fixtures installed by Lessee may be removed by Lessee prior to surrender provided removal does not damage the Premises.

13. SECURITY DEPOSIT

Lessor may apply the security deposit to cure Lessee defaults, to repair damage caused by Lessee beyond normal wear and tear, and to satisfy unpaid obligations. Any unused portion shall be returned to Lessee within thirty (30) days after surrender, subject to applicable law.

14. NOTICES

All notices, demands or communications required or permitted hereunder shall be in writing and shall be deemed delivered when personally delivered, sent by nationally recognized overnight courier, or three business days after deposit in the United States mail, postage prepaid, certified or registered mail, return receipt requested, addressed as follows unless a party has designated a different address in writing:

15. AMENDMENT; WAIVER

No amendment, modification or waiver of any provision of this Lease shall be effective unless in writing and signed by the party against whom enforcement is sought. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

16. COUNTERPARTS

This Lease may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be binding for all purposes.

17. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Lease shall be governed by and construed in accordance with the laws of the state in which the Premises are located, without regard to principles of conflicts of law. This Lease, together with any exhibits and documents expressly incorporated herein, constitutes the entire agreement between the parties with respect to the Premises and supersedes all prior agreements and understandings. If any provision of this Lease is held invalid or unenforceable, such invalidity shall not affect the remaining provisions, which shall remain in full force and effect.

18. MISCELLANEOUS

The headings in this Lease are for convenience only and shall not affect interpretation. Time is of the essence with respect to all dates and time periods set forth in this Lease. Any obligation to obtain consent or approval under this Lease shall be deemed to require that such consent or approval not be unreasonably withheld, conditioned or delayed unless a different standard is expressly set forth.

SIGNATURES

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