Fill and Sign the Tenth Amendment to Lease Agreement between Tullys and Form

Attornment AgreementPage 1 of 6 Attornment Agreement between Lessor and Sublessee of Lessee Agreement made on the day of , 20 , between , a corporation organized and existing under the (Name of Lessor) laws of the state of , with its principal office located at (Name of State) , referred to herein as Lessor, and (Street Address, City, County, State, Zip Code) , a corporation organized and existing under the (Name of Sublessee) laws of the state of , with its principal office located at (Name of State) , referred to herein as Sublessee. (Street Address, City, County, State, Zip Code) Whereas, Lessor is the owner of a certain building and land located at , (Street Address) , a description of said premises (the Premises); and (City, County, State, Zip Code) Whereas, Lessor has leased the Premises, by a certain Lease Agreement dated , (Date) hereinafter called the Prime Lease Agreement, to , (Name of Lessee) Lessee; andWhereas, Prime Lease Agreement requires Lessee to erect (Brief Description of Building) on the Premises and contains other terms, covenants, and conditions, andWhereas, a copy of the Prime Lease Agreement is attached to this Agreement as Exhibit A and made a part of this Agreement; andWhereas, Lessee and Sublessee are about to enter into a Sublease Agreement of a part of the building (the Building), said Sublease Agreement being for a term of years, (Number) unless earlier terminated as provided in the Sublease Agreement, but with the privilege of renewal for a further term of years; and (Number) Whereas, the Sublease Agreement contains various other covenants and conditions; andWhereas, a copy of the Sublease Agreement is attached to this Agreement as Exhibit B, and made a part of this Agreement; and Attornment AgreementPage 2 of 6Whereas, the parties to this Agreement are desirous of assuring the possession of Sublessee of that part of the Building on the terms and conditions described in the Sublease Agreement for the full balance of the term of the Sublease Agreement regardless of a termination of the Prime Lease Agreement after substantial completion of the Building, unless the termination of the Prime Lease Agreement results from condemnation or other catastrophe; and Whereas, the parties to this Agreement are desirous of assuring Sublessee that its renewal rights under the Sublease Agreement shall not be rendered ineffectual by a lapse of the rights of renewal contained in the Prime Lease Agreement, subject, however, to the conditions and limitations more particularly set forth in this Agreement.Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the parties agree as follows: I.Consent of Lessor. Lessor consents to the subleasing of that part of the Premises described in the Sublease Agreement.II.Continuation of Sublease after Termination of Prime Lease. If the Prime Lease Agreement terminates after the Building has been substantially completed and before the expiration of the then current term, unless the termination results from condemnation or other catastrophe, the Sublease Agreement, if then in existence, shall continue with the same force and effect as if Lessor and Sublessee had entered into a lease agreement for a term equal to the then unexpired term of the Sublease Agreement, as of the termination of the Prime Lease Agreement, containing the same terms, conditions, and covenants as those contained in the Sublease Agreement, including the rights of renewal. III.Termination of Prime Lease Prior to Substantial Completion. If the Prime Lease Agreement terminates during the term before substantial completion of the Building and Lessor shall, within days after such termination, notify Sublessee that it has elected to and (Number) will carry out and perform the obligations of Lessee under the Prime Lease Agreement as to the completion of the Building, then the Sublease Agreement shall continue for the balance of the term mentioned in this Agreement with the same force and effect as if Lessor and Sublessee had entered into a lease agreement as of the termination of the Prime Lease Agreement containing the same terms, covenants, and conditions as those contained in the Sublease Agreement, including the rights of renewal, and for a term equal to the then unexpired term of the Sublease Agreement. IV.Definition of Substantial Completion. For the purposes of Sections II and III of this Agreement, the Building shall be deemed to have been substantially completed if the completion can be accomplished at a cost of not more than $ .V.Attornment of Sublessee to Lessor. From and after the termination of the Prime Lease Agreement and if Sublessee's right of possession shall be preserved: Attornment AgreementPage 3 of 6A. The Sublessee will attorn as Tenant to Lessor, and Lessor will accept such attornment.B. Lessor will have the same remedies by entry, action, or otherwise for the nonperformance of any Agreement contained in the Sublease Agreement for the recovery of rent, the doing of any waste, or any cause of forfeiture as Lessee had or would have had if the Prime Lease Agreement had not been terminated.C. After the attornment, Sublessee shall have the same remedies against Lessor for the breach of any Agreement contained in the Sublease Agreement that Sublessee might have had against Lessee if the prime lease Agreement had not been terminated, provided, however, that Lessor shall not be subject to any offsets or defenses that Sublessee might have against Lessee, Lessor shall not be liable for any act or omission of Lessee, and Lessor shall not be bound by any rent or additional rent that Sublessee might have paid in advance to Lessee.D. Lessor and Sublessee will enter into a Supplemental Agreement containing the same terms and conditions as those contained in the Sublease Agreement with such changes as may be necessary by reason of the substitution of Lessor in the place of Lessee, except that Lessor shall have such reasonable time as may be necessary to complete the Building, subject to delays that may be caused by strikes, acts of God, and other contingencies beyond the control of Lessor. VI.Failure of Lessee to Renew Prime Lease. A. If the rights of renewal given to Sublessee in the Sublease Agreement are rendered ineffectual by the failure of Lessee or its successors or assigns to exercise the right of renewal given in the Prime Lease Agreement, Sublessee may, subject to the conditions and limitations set forth in this Agreement, give notice and obtain a lease agreement of the character referred to in this Section. B. If the right of renewal contained in the prime lease Agreement is allowed to lapse, Sublessee may, within days after the lapse, notify Lessor of Sublessee's (Number) election to enter into a lease Agreement with Lessor. As soon as possible, Lessor and Sublessee then will enter into a form of lease Agreement that Sublessee would have been entitled to obtain from the then holder of Lessee's interest in the prime lease Agreement if the lapsed right of renewal in the Prime Lease Agreement and Sublessee's right of renewal in the Sublease Agreement had been seasonably exercised. C. The form of lease agreement and agreement that Sublessee may obtain under this Section shall be based on the Sublease Agreement as presently drafted, with any changes that may be necessary by reason of the substitution of Lessor in place of Lessee and shall not be affected by any subsequent modification. D. Sublessee shall have no rights under this section if it shall fail to give the above- stated notice within the -day period. (Number) Attornment AgreementPage 4 of 6E. The rights under this Section shall inure only to Sublessee or any subsidiary of, or corporations controlled by Sublessee, including a corporation into or with which Sublessee may be merged or consolidated, provided, however, the rights under this section shall not inure to any other assignee of the Sublease Agreement.F. Any notice given by Sublessee shall be ineffectual, at the election of Lessor, to give Sublessee any right or rights under this section if, when any such notice shall be given, the improvements covered by the Prime Lease Agreement shall be in such a state as to require the expenditure of $ or more to put the improvements into good and usable condition. VII.Sale by Lessor. Lessor, as used in this instrument, signifies only the owner for the time being of the Premises. In the event of any sale of the Premises, the owner shall be and is entirely freed and relieved of all covenants and obligations of Lessor under this Agreement, provided, however, the provisions of this Agreement shall bind any subsequent owner of the Premises.VIII. Default by Lessee. If any defaults are made by Lessee under the Prime Lease Agreement, Lessor agrees, subject to the conditions of this Agreement, that Sublessee may, but shall not be obligated to, make payments to cure the default. Lessor agrees to accept any sums so tendered if tendered prior to the expiration of any grace period, provided, however, that Lessor shall not be obligated to accept any payments that would have the effect of waiving any claim for damages that Lessor may, at any time, have against Lessee or its successors in interest unless the payment by Sublessee is of the entire amount of the claim for damages then or later to accrue.IX.Agreements between Lessee and Sublessee. Sublessee or its successors or assigns may not enter into any Agreement that modifies, surrenders, or merges the Sublease Agreement. Agreements made in contravention of the provisions of this section have no force or effect as to Lessor.X.Liability Imposed by Lessor. If any lease agreement or tenancy comes into existence between Lessor and Sublessee, pursuant to the provisions of this Agreement, the provisions of Section VII of this Agreement apply to any liability imposed by Lessor by reason of any such lease agreement or tenancy.XI.Modification of Prime Lease. Nothing contained in this Agreement shall be construed as to modify any of the provisions of the Prime Lease Agreement as between Lessor and Lessee or to waive any rights that Lessor may now or later have against Lessee by reason of the Prime Lease Agreement.XII.Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. Attornment AgreementPage 5 of 6XIII. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. XIV. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of . (Name of State) XV.Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. XVI. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. XVII.Mandatory Arbitration Notwithstanding the foregoing, and anything herein to the contrary, any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. XVIII.Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. XIX.Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. XX.Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. Attornment AgreementPage 6 of 6XXI. Counterparts This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall constitute but one and the same instrument. XXII. Compliance with LawsIn performing under this Agreement, all applicable governmental laws, regulations, orders, and other rules of duly-constituted authority will be followed and complied with in all respects by both parties.WITNESS our signatures as of the day and date first above stated. (Name of Lessor) (Name of Sublessee) By: By: (Printed Name & Office in Corporation) (Printed Name & Office in Corporation) (Signature of Officer) (Signature of Officer)