EXHIBIT 10.2
OFFICE LEASE
THIS LEASE ("Lease") is made and entered into this 1st day of August, 2000
by and between ▇▇▇▇▇▇▇▇ Enterprises, Inc. ("Landlord") and Expedia, Inc.
("Tenant").
Section 1. DEMISE. Upon the conditions, limitations, covenants and
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restrictions contained herein, Landlord hereby leases to Tenant, and Tenant
leases from Landlord, a total of approximately eight thousand eight hundred
sixty-six (8,866) square feet of space (hereinafter "Leased Property"), in
▇▇▇▇▇▇▇▇ Headquarters (the "Complex"), said Leased Property being more
specifically indicated on Exhibit A attached hereto and incorporated herein by
reference. The address of the Leased Property is ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇. The exact square footage of the Leased Property shall
be determined by Landlord's space planner, and shall be measured as follows:
interior premises are measured from center line to center line of party walls;
exterior premises are measured from center line of party walls to the outside
face of the roof line above the premises; depth is measured to the outside face
of the roof line above the premises. Tenant acknowledges that the site plan
shown on Exhibit A is tentative and that Landlord may change the shape, size,
location, number and extent of the improvements shown thereon and eliminate or
add any improvement thereto. Landlord reserves to itself the use of the roof,
exterior walls (other than store fronts) and the area above and below the Leased
Property together with the right to install, maintain, use, repair and replace
pipes, ducts, conduits, wires and structural elements now or in the future
leading through the Leased Property which serve other parts of the Complex.
Section 2. TERM. The term (the "Term") of this Lease shall commence on
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November 1, 2000 (the "Commencement Date"), and shall continue at the will of
the parties, provided that either Tenant or Landlord may terminate this Lease on
giving sixty (60) days' prior written notice of such termination to the other
party.
Section 3. RENT.
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3.1 Subject to adjustment as hereinafter provided, Tenant shall
pay Landlord as basic rent for the Term of this Lease, the monthly sum of
eighteen thousand six hundred eighteen and 60/100 dollars ($18,618.60),
beginning on November 1, 2000.
3.2 The rent shall be paid to Landlord in advance on the first
(1st) day of each month during the Term of this Lease.
3.3 All rent and other monies payable under this Lease shall be
paid without prior demand therefor and without any deduction or offset
whatsoever in lawful money of the United States of America at the office of
Landlord set forth in Section 28 hereof or at such other place or places as may
from time to time be designated in writing by Landlord.
3.4 If Tenant shall fail to pay, within ten (10) days after the
same is due and payable, any basic rent, or any additional rent, or any other
amounts or charges to be paid by Tenant
hereunder, such unpaid sum shall be subject to a late charge equal to five
percent (5%) of the amount overdue. In addition, if any such rent, additional
rent, amount or charge has not been paid within thirty (30) days after the same
is due and payable, such unpaid sum shall bear interest at the rate of one and
one-half percent (1.5%) per month, compounded monthly, from the original due
date therefor, until paid in full, which interest shall be payable as additional
rent.
3.5 As of the Commencement Date, Landlord shall make available, at
Tenant's option, the existing furniture currently stored within the Leased
Property for Tenant's use at a rate of two thousand five hundred dollars
($2,500) per month. Landlord shall provide to Tenant an inventory listing of the
furniture available for rental pursuant to this Section 3.5 within twenty (20)
days of the mutual execution by the parties hereto of this Lease.
Section 4. SECURITY DEPOSIT. Tenant, concurrently with the execution of
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this Lease, has deposited with Landlord the sum of eighteen thousand one hundred
seventy-five and 30/100 dollars ($18,175.30), receipt of which is hereby
acknowledged by Landlord. Said deposit shall be held by Landlord as security for
the faithful performance by Tenant of all the terms, covenants and conditions of
this Lease by said Tenant to be kept and performed during the Term hereof,
provided that Tenant shall not be excused from the payment of any rent herein
reserved or any other charges herein provided. If Tenant defaults with respect
to any provision of this Lease, Landlord may, but shall not be required to, use
or retain all or any part of such security deposit for the payment of any rent,
to repair damages to the Leased Property, to clean the Leased Property or to
compensate Landlord for any other loss or damage which Landlord may suffer by
reason of Tenant's default. If any portion of said deposit is so used or
applied, Tenant shall, within five (5) days after written demand therefor,
deposit cash with Landlord in an amount sufficient to restore the security
deposit to its original amount and Tenant's failure to do so shall be a material
breach of this Lease. Landlord shall not be required to keep such security
deposit separate from its general funds, and Tenant shall not be entitled to
interest on such deposit. Should Tenant comply with all said terms, covenants
and conditions and promptly pay all the rental herein provided for as it falls
due and pay all other sums payable by Tenant to Landlord hereunder, then the
said deposit shall be refunded in full to Tenant thirty (30) days after the end
of the Term of this Lease or after the last payment due from Tenant to Landlord,
whichever last occurs. No beneficiary of any Deed of Trust encumbering the
Leased Property or the Complex shall be or at any time become liable for the
return of any security deposit unless such deposit is actually held by such
Beneficiary as security for Tenant's performance hereunder.
Section 5. POSSESSION AND SURRENDER OF LEASED PROPERTY. Tenant shall by
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entering upon and occupying the Leased Property be deemed to have accepted the
Leased Property and Landlord shall be liable only for latent defects discovered
therein in the first ninety (90) days, provided that written notice is given to
Landlord by Tenant within ten (10) days after any such defect is discovered by
Tenant. In no event shall Landlord be liable for consequential damages. Upon
termination of this Lease, if, and only if, Tenant has fully and faithfully
performed all of its obligations hereunder, Tenant shall, at its sole cost and
expense, remove all personal property which Tenant has installed or placed on
the Leased Property ("Tenant's Property") from the Leased Property and repair
all damage thereto resulting from such removal and Tenant shall thereupon
surrender the Leased Property in the same condition as on the occupancy date,
reasonable wear and tear excepted. If Tenant has not fully and faithfully
performed all of its obligations under this Lease, Tenant shall remove Tenant's
Property from the Leased Property only
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upon Landlord's written approval. In the event Tenant shall fail to remove any
of Tenant's Property as provided herein, Landlord may, but shall not be
obligated to, remove and/or discard all such property not so removed and repair
all damage to the Leased Property resulting from such removal, all at Tenant's
expense, and Landlord shall have no responsibility to Tenant for any loss or
damage to said property caused by or resulting from such removal or otherwise.
Section 6. USE OF LEASED PROPERTY. The Leased Property is leased to
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Tenant for general office use (excluding use as a call center facility). Tenant
shall not use or allow the Leased Property, or any portion thereof, to be used
for any other purpose without the expressed written consent of landlord. Tenant
shall be granted access twenty-four (24) hours per day, seven (7) days per week,
fifty-two (52) weeks per annum to the Leased Property. Tenant shall have the
right to install, at Tenant's sole cost, a card-key access system on the Leased
Property.
6.1 Tenant shall not, without prior written consent of all
insurance companies which have issued any insurance of any kind whatsoever with
respect to the Leased Property or the Complex, sell, or suffer to be kept, used
or sold in, upon or about the Leased Property any gasoline, distillate or other
petroleum products or any other substance or material of an explosive,
inflammable or radiological nature, in such quantities as may be prohibited by
any such insurance policy or which may endanger any part of the Complex or its
occupants, business patrons or invitees.
6.2 Tenant shall not, without Landlord's prior written approval,
operate or permit to be operated on the Leased Property any coin or token-
operated vending machines or similar device for the sale or leasing to the
public of any goods, wares, merchandise, food, beverages, and/or service,
including, without limitation, pay telephones, pay lockers, pay toilets, scales
and amusement devices.
6.3 Tenant shall refrain from using or permitting the use of the
Leased Property or any portion thereof as living quarters, sleeping quarters or
lodging rooms.
6.4 Tenant shall not, without Landlord's prior written approval,
conduct or permit any fire, bankruptcy, liquidation or auction sale in, on or
about the Leased Property.
6.5 Tenant shall not, without Landlord's prior written approval,
cover or obstruct any windows, glass doors, lights, skylights, or other
apertures that reflect or admit light into the Leased Property.
6.6 Tenant shall not keep, or permit the keeping, of any animals
of any kind in, about or upon the Leased Property without Landlord's prior
written approval.
6.7 Tenant shall not use the Leased Property for storage or
warehouse purposes beyond such use as is reasonably required to keep the Leased
Property adequately supplied for the conduct of Tenant's business purposes.
6.8 Except as provided for elsewhere herein, Tenant shall keep and
maintain in good order, condition and repair (including any such replacement and
restoration as is required for that purpose) the Leased Property and every part
thereof and any and all appurtenances thereto
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wherever located, including, but without limitation, the interior portion of all
doors, door checks, windows, plate glass, store front, all plumbing and sewage
facilities within the Leased Property including free flow up to the main sewer
line, fixtures, the heating, ventilation and air conditioning equipment serving
the Leased Property and any work performed by or on behalf of Tenant hereunder.
Tenant shall also keep and maintain in good order, condition and repair
(including any such replacement and restoration as is required for that purpose)
any special equipment, fixtures or facilities other than the usual and ordinary
plumbing and utility facilities, which special facilities shall include but not
be limited to grease traps (if any), located outside the Leased Property.
Landlord agrees to assign to Tenant any warranties Landlord may have pertaining
to those parts of the Leased Property Tenant is responsible for maintaining
hereunder. Tenant shall store all trash and garbage in metal containers located
where designated by Landlord and so as not to be visible or create a nuisance to
customers and business invitees in the Complex, and so as not to create or
permit any health or fire hazard.
6.9 Tenant shall at all times during the Term of the Lease comply
with all governmental rules, regulations, ordinances, statutes and laws,
including, but not limited to, all Federal and State laws and regulations
regarding hazardous substances and the disposal thereof, and the orders and
regulations of the Insurance Service Office or any other body now or hereafter
exercising similar functions, now or hereafter in effect pertaining to the
Complex, the Leased Property or Tenant's use thereof.
6.10 Tenant hereby covenants and agrees that it, its agents,
employees, servants, contractors, subtenants and licensees shall abide by the
Rules and Regulations attached hereto as Exhibit C and incorporated herein by
reference and such additional rules and regulations hereafter adopted and
amendments and modifications of any of the foregoing as Landlord may, from time
to time, adopt for the safety, care and cleanliness of the Leased Property or
the Complex or for the preservation of good order thereon.
6.11 Tenant shall not do, permit or suffer anything to be done, or
kept upon the Leased Property which will obstruct or interfere with the rights
of other tenants, Landlord or the patrons and customers of any of them, or which
will annoy any of them or their patrons or customers by reason of unreasonable
noise or otherwise, nor will Tenant commit or permit any nuisance on the Leased
Property or commit or suffer any immoral or illegal act to be committed thereon.
Section 7. IMPROVEMENTS. Tenant shall not make any improvements to the
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Leased Property without the written consent of Landlord first hand and obtained
therefore. All improvements to the Leased Property made by Tenant shall be made
promptly, at Tenant's sole expense, in a good and workmanlike manner, by duly-
licensed contractors, and in compliance with all insurance requirements and with
all applicable permits and authorizations, and all other governmental rules,
regulations, ordinances, statutes and laws (including the Americans with
Disabilities Act), and all rating bureau recommendations, now or hereafter in
effect pertaining to the Leased Property or Tenant's use thereof, and such
improvements shall be done by recognized union labor if so required by Landlord.
Prior to the commencement of such work, Tenant shall give evidence to Landlord
that appropriate insurance satisfactory to Landlord has been obtained for the
protection of Landlord and its tenants and invitees from damage or injury
resulting from the making of such improvements. In addition, prior to the
commencement of such work, Tenant, if required
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by Landlord, shall secure, at Tenant's expense, performance, labor and materials
bonds for the full cost of such work satisfactory to Landlord.
Any improvements made by Tenant pursuant to this Section 7 shall, at
Landlord's option, become the property of Landlord upon the expiration or sooner
termination of this Lease (excluding Tenant's trade fixtures). However, Landlord
shall have the right to require Tenant to remove any or all improvements, at
Tenant's sole cost and expense, upon such termination of this Lease and to
surrender the Leased Property in the same condition as it was prior to the
making of any or all such improvements, reasonable wear and tear excepted.
Section 8. PARKING AND COMMON AREAS. Tenant, its employees and business
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invitees shall have the nonexclusive right, in common with Landlord and all
others to whom Landlord has granted or may hereafter grant rights, to use such
common areas in the Complex (including but not limited to, the parking lot,
walkways and sidewalks, exclusive of underground parking) as are designated from
time to time by Landlord, subject to such reasonable rules and regulations as
Landlord may from time to time impose, including the designation of specific
areas in which cars operated by Tenant, its employees and business invitees must
be parked. Notwithstanding the foregoing, Landlord expressly reserves the right
to reserve and/or designate parking spaces for the exclusive use of any tenant
or tenants, or officers or employees thereof which Landlord may specify; and
Landlord further reserves the right to charge such tenants (separate from and in
addition to rent) Landlord's current rate for reserved parking. Tenant shall
have the right to lease covered parking spaces as they become available.
Landlord may at any time close any common area to make repairs or changes, to
prevent the acquisition of public rights in such areas, or to discourage non-
customer parking. Landlord may do such other acts in and to the common areas as
in its judgment may be desirable, and Landlord shall have the right to diminish
the common areas and to dedicate portions of the common areas for utility
purposes. Tenant shall, upon request, furnish to Landlord the license number of
cars operated by Tenant and its employees. Tenant hereby agrees to pay Landlord,
upon written demand, the sum of Twenty-Five Dollars ($25.00) per car per day for
each car of Tenant, or any of its employees, agents or contractors, which is
parked in any area of the Complex other than the area designated by Landlord.
Tenant shall not at any time interfere with the right of the Landlord, other
tenants, its and their agents, employees, servants, contractors, subtenants,
licensees, customers and business invitees to use any part of the parking lot or
other common areas. Landlord shall under no circumstances be liable for any
reduction of the common areas, and no such reduction shall terminate or modify
this Lease or Tenant's obligations hereunder. The use of the Leased Property and
all common areas whatsoever by Tenant, its employees, agents, customers,
licensees, invitees and contractors, shall, at all times, be in compliance with
all covenants, conditions and restrictions, easements, reciprocal easement
agreements, and all matters presently of public record or which may hereafter be
placed of public record, which affect the Leased Property or the Complex, or any
part thereof. Landlord shall maintain the parking areas in the Complex in a
clean and neat condition. However, Landlord assumes no responsibility to police
the use of said parking areas and Landlord shall not be liable for the use
thereof by Landlord, Landlord's other tenants, its or their agents, employees,
servants, contractors, subtenants, licensees, customers and/or business invitees
or by any other person or persons, entity or entities whomsoever. Provided
Tenant reserves for a period of at least one year, covered exclusive use parking
spaces at the time of signing this Lease, Tenant shall have the use of six (6)
covered parking spaces upon payment of Thirty-five dollars ($35.00) per month,
per space, in advance, monthly.
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Section 9. TAXES. Tenant shall be liable for and shall pay before
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delinquency (and, upon demand by Landlord, Tenant shall furnish Landlord with
satisfactory evidence of the payment thereof) all taxes and assessments of
whatsoever kind or nature, and penalties and interest thereon, if any, levied
against Tenant's personal property and any other personal property of whatsoever
kind, and to whomsoever belonging, situate or installed in or upon the Leased
Property, whether or not affixed to the realty. Any leasehold improvements in
excess of those provided for shall be deemed Tenant's personal property for the
purposes of this Section 9. If at any time during the Term of this Lease any
such taxes on Tenant's property are assessed as part of the tax on the real
property of which the Leased Property is a part, then in such event Tenant shall
pay to Landlord the amount of such additional taxes as may be levied against the
real property by reason thereof. Tenant shall use its best efforts to have
Tenant's property assessed separately from said real property.
If any time during the Term of this Lease, under the laws of the United
States, Nevada or any political subdivision thereof, a tax or excise on rents or
other tax (except income tax), however described, is levied or assessed by the
United States, Nevada or said political subdivision against Landlord on account
of any rent reserved under this Lease, the Leased Property or the use thereof,
all such tax or excise on rents or other taxes shall be paid by Tenant. Whenever
Landlord shall receive any statement or ▇▇▇▇ for any such tax or shall otherwise
be required to make any payment on account thereof, Tenant shall pay the amount
due hereunder within ten (10) days after demand therefor accompanied by delivery
to Tenant of a copy of such tax statement if any.
Section 10. SERVICES AND UTILITIES. Landlord agrees to keep in good
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order, condition and repair the foundations, exterior walls and roof of the
Leased Property (but excluding the exterior and interior of all windows, doors,
plate glass and showcases) except for reasonable wear and tear and except for
any damage thereto caused by any act or negligence of tenant or its agents,
employees, servants, contractors, subtenants, licensees, customers or business
invitees. It is an express condition precedent to all obligations of Landlord to
repair and maintain that Tenant shall have notified Landlord in writing of the
need for such repairs or maintenance.
Landlord shall not be obligated to perform any service or to repair or
maintain any structure or facility except as provided in this Section. Landlord
shall not furnish telephone facilities or service. Landlord shall not be
obligated to provide any service or maintenance or to make any repairs pursuant
to this Section when such service, maintenance or repair is made necessary
because of the negligence or misuse of Tenant, Tenant's agents, employees,
servants, contractors, subtenants, licensees, customers or business invitees.
Landlord reserves the right to stop any service when Landlord deems such
stoppage necessary, whether by reason of accident or emergency, or for repairs
or improvements or otherwise. Landlord shall not be liable under any
circumstances for loss or injury however occurring, through or in connection
with or incident to any stoppage of such services. Landlord shall have no
responsibility or liability for failure to supply any services or maintenance or
to make any repair when prevented from doing so by any cause beyond Landlord's
control. Landlord shall not be obligated to inspect the premises and shall not
be obligated to make any repairs or perform any maintenance hereunder unless
first notified of the need thereof in writing by Tenant. In the event that
Landlord shall fail to commence such repairs or maintenance within twenty (20)
days after said notice, Tenant's sole right and remedy for such failure shall
be, after further notice to Landlord, to make such repairs or perform such
maintenance
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and to deduct the cost and expenses thereof from the rent payable hereunder;
provided, however, that amount of such deduction not exceed the reasonable value
of such repairs or maintenance. Landlord shall not be liable for any loss or
damage to persons or property sustained by Tenant or other persons, which may be
caused by the Complex or the Leased Property, or any appurtenances thereto,
being out of repair or by bursting or leakage of any water, gas, sewer or steam
pipe, or by theft, or by any act or neglect of any tenant or occupant of the
Complex, or of any other person, by failure to furnish or interruption of,
service of any utility, or by any other cause of whatsoever nature, unless
caused by the negligence of Landlord.
Section 11. INSURANCE. Tenant shall not use or occupy, or permit the
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Leased Property to be used or occupied in a manner which will increase the rates
of insurance for the Leased Property or the Complex, which will make void or
voidable any insurance then in force with respect thereto, which would
constitute a defense to any action thereon, or which will make it impossible to
obtain any insurance with respect thereto. If by reason of the failure of Tenant
to comply herewith, any insurance rates for the Leased Property or the Complex
be higher than they otherwise would be, Tenant shall reimburse Landlord, on the
first day of the calendar month next succeeding notice by Landlord to Tenant of
said increase, for that part of all insurance premiums thereafter paid by
Landlord which shall have been charged because of such failure of Tenant. Any
policy of insurance maintained by Tenant insuring against any risk in, upon,
about or in any way connected with the Leased Property or Tenant's use thereof
shall contain an express waiver of any and all rights of subrogation thereunder
whatsoever against Landlord, its officers, agents or employees.
Tenant agrees, at its sole expense, to procure and maintain public
liability insurance for the Leased Property during the Term of this Lease in the
minimum amount of $1,000,000.00, combined single limit, and such insurance
policy shall name Landlord as an additional insured.
Tenant shall, at all times during the Term hereof, at its sole cost and
expense, procure and maintain in full force and effect standard form of fire
with extended coverage insurance covering Landlord's and Tenant's property and
its merchandise, and the personal property of others in Tenant's possession in,
upon or about the Leased Property. Such insurance shall be in an amount equal to
the current replacement value of the property required to be insured.
Tenant and Landlord, as their interests may appear, shall be the named
assureds (and at Landlord's option, any other persons, firms or corporations
designated by Landlord shall be additionally named assureds) under each such
policy of insurance. Tenant shall furnish to Landlord a certificate acceptable
to Landlord, evidencing the existence of such insurance, naming Landlord as an
additional insured and certifying that such insurance may not be canceled or
coverage diminished without at lease thirty (30) days prior written notice to
landlord. Thereafter, at lease ten (10) days prior to the expiration of any such
insurance, Tenant shall furnish Landlord with a certificate, in the form
described above, evidencing the renewal or replacement of such insurance.
Section 12. LIENS. Tenant shall at all times indemnify, save and hold
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Landlord and the Leased Property free, clear and harmless from any claims,
liens, demands, charges, encumbrances, litigation and judgments arising directly
or indirectly out of any use, occupancy or activity of Tenant, or out any work
performed, material furnished, or obligations incurred by Tenant in, upon, about
or otherwise in connection with the Leased Property. Tenant shall give Landlord
notice of at
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least ten (10) business days prior to the commencement of any such work on the
Leased Property to afford Landlord the opportunity to file appropriate notices
of non-responsibility. Tenant shall, at its sole cost and expense, within
fifteen (15) days after the filing of any lien of record obtain the discharge
and release thereof. Nothing contained herein shall prevent Landlord, at the
cost and for the account of Tenant, from obtaining said discharge and release in
the event Tenant fails or refuses to do the same within said fifteen (15) day
period.
Section 13. INDEMNIFICATION. Tenant hereby covenants and agrees to
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indemnify, save and hold Landlord and the Leased Property free, clear and
harmless from any and all liability, costs, expenses, including attorneys' fees,
judgments, claims, liens and demands of any kind whatsoever in connection with,
arising out of, or by reason of any act, omission or negligence of Tenant, its
agents, employees, servants, contractors, subtenants, licensees, customers or
business invitees while in, upon, about or in any way connected with the Leased
Property or the Complex or arising from any accident, injury or damage,
howsoever and by whomsoever caused to any person or property whatsoever,
occurring in, upon, about or in any way connected with the Leased Property, the
Complex, or any portion thereof other than as a result of the negligence of
Landlord.
Section 14. SUBORDINATION. Landlord reserves the right to encumber the
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Leased Property at any time, including, but not limited to sale-lease back
transactions; and upon request of Landlord or any mortgagee or beneficiary under
a deed of trust, or ground lease lessor, Tenant shall in writing, within ten
(10) days after Landlord's written request, subordinate its rights hereunder to
the lien of any mortgage or deed of trust or any ground lease now or hereafter
in force against the land or building of which the Leased Property is a part and
upon any buildings hereafter placed upon the land of which the Leased Property
is a part, and to all advances made or hereafter to be made upon the security
thereof. In the event that Tenant fails to execute and/or deliver any such
subordination to Landlord within said ten (10) days, Tenant hereby irrevocably
appoints Landlord as Tenant's duly authorized attorney-in-fact for the purpose
of executing and delivering any such subordination, and Tenant hereby grants
Landlord all power and authority necessary to execute and deliver all such
documents on behalf of Tenant. Tenant acknowledges that the power of attorney
granted hereby is coupled with an interest.
In the event any proceedings are brought for foreclosure, or in the event
of the exercise of the power of sale under any deed of trust, or upon
termination of any ground lease, Tenant shall attorn to the purchaser upon any
such foreclosure or sale or ground lessor and recognize such purchaser or ground
lessor as Landlord under this Lease.
In the event that the mortgagee or beneficiary of any such mortgage or
deed of trust elects to have this Lease a prior lien to its mortgage or deed of
trust, then and in such event, upon such mortgagee's or beneficiary's giving
written notice to Tenant to that effect, this Lease shall be deemed prior in
lien to such mortgage or deed of trust, whether this Lease is dated prior to or
subsequent to the date of recordation of such mortgage or deed of trust.
Section 15. ASSIGNMENT AND SUBLETTING. Tenant shall not assign,
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mortgage, pledge, sublease or encumber this Lease or any interest herein, and
shall not assign, mortgage, pledge, sublease or encumber the Leased Property or
any interest therein, except with the prior written consent of Landlord
(reference elsewhere herein to assignees notwithstanding), which consent shall
not be unreasonably withheld, delayed or conditioned; provided, however, that
any
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assignment or sublease from Tenant to an affiliate or subsidiary of Tenant shall
not require Landlord's consent. Any such sublease, assignment, mortgage, pledge,
or encumbrance shall not relieve Tenant from liability for payment of the rental
herein provided or from the obligation to keep and be bound by the terms,
conditions and covenants of this Lease. The acceptance of rent by Landlord from
any other person shall not be deemed to be a waiver of any of the provisions of
this Lease or a consent to the assignment or subletting of the Leased Property.
Tenant shall pay all costs, expenses and reasonable attorney's fees that
may be incurred or paid by Landlord in processing, documenting or administering
any request of Tenant for any Landlord's consent required by this Section. In
addition, Tenant agrees that if Tenant assigns or sublets this Lease with
Landlord's consent for a greater rent than Tenant is obligated to pay hereunder,
Tenant and Landlord will divide equally any excess consideration received, after
first deducting Tenant's reasonable marketing costs, including down time.
Landlord shall not impose any restrictions on Tenant's assignment/subleasing
rights such as restricted subtenants or rent minimums, and Landlord shall not
have the right of recapture.
Section 16. INSOLVENCY. It is understood and agreed that neither this
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Lease nor any interest herein or hereunder, nor any estate hereby created in
favor of Tenant, shall pass by operation of law under any state or federal
insolvency or bankruptcy act, or any similar law now or hereafter in effect, to
any trustee, receiver, assignee for the benefit of creditors, or any other
person whomsoever.
Section 17. CONDEMNATION. Should the whole or any part of the Leased
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Property be condemned or taken by a competent authority for any public or quasi-
public purpose, all awards payable on account of such condemnation and taking
shall be payable to Landlord, and Tenant hereby waives any and all interest
therein. For the purpose of this Section 17, a deed granted in lieu of
condemnation shall be deemed a taking.
If the whole of the Leased Property be condemned or taken, then this
Lease shall terminate upon such taking. If only part of the Leased Property is
so taken and the remaining portion thereof will not be reasonably adequate for
the operation of Tenant's business after Landlord completes such repairs or
alterations as Landlord elects to make, either Landlord or Tenant shall have the
option to terminate this Lease as of said taking by notifying the other party
hereto of such election in writing within twenty (20) days after such taking. In
no event shall a taking terminate this Lease without such notification. If such
partial taking does not terminate this Lease, this Lease shall continue in full
force and effect, but the rent provided in Section 3 hereof shall be reduced by
an amount equal to that proportion of such basic rent which the rentable square
footage of the portion taken bears to the total rentable square footage of the
Leased Property. If any part of the Complex other than the Leased Property shall
be so taken or appropriated, Landlord shall have the right, at its option, to
terminate this Lease by notifying Tenant within six (6) months of such taking.
Section 18. DESTRUCTION OF PREMISES. If the Leased Property shall be
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destroyed or rendered untenantable, either wholly or in part, by fire or other
unavoidable casualty, Landlord may, at its option, restore the Leased Property
to its previous condition and in the meantime basic monthly rent shall be abated
in the same proportion as the untenantable portion of the Leased Property bears
to the whole thereof. This Lease shall not terminate unless, within sixty (60)
days
9
after the happening of such casualty, Landlord notifies Tenant of its election
to terminate this Lease. In the event Landlord does not elect to terminate this
Lease, Landlord shall repair the damage to the Leased Property caused by such
casualty. Any other provision hereof to the contrary notwithstanding, should any
casualty have been the result of any act, omission or negligence of Tenant, its
agents, employees, servants, contractors, subtenants, licensees, customers or
business invitees, unless Landlord otherwise elects, this Lease shall not
terminate. Tenant shall repair such damage and rent shall not ▇▇▇▇▇.
In the event of any damage not limited to, or not including, the Leased
Property, such that the Complex is damaged to the extent of twenty-five percent
(25%) or more, Landlord may elect to terminate this Lease upon giving notice of
such election in writing to Tenant within ninety (90) days after the occurrence
of the event causing the damage.
Any other provision hereof to the contrary notwithstanding. Landlord
shall not be liable for any repair or restoration until, and then only to the
extent that, insurance proceeds are received therefor.
Section 19. RIGHT OF ACCESS. Landlord shall at all times have the right
---------------
to enter the Leased Property to inspect the same, to supply any service to be
provided by Landlord to Tenant hereunder, to exhibit the Leased Property to
prospective purchasers or tenants, to post notices of nonresponsibility, and to
repair or construct any portion of the building of which the Leased Property is
a part or any other portion of the Complex, without abatement of rent, and may
keep and store tools, material and equipment upon the Leased Property and may
erect scaffolding and other necessary structures where reasonably required by
the character of the work to be performed, provided the entrance to the Leased
Property shall not be blocked thereby, and further provided that the business of
Tenant shall not be interfered with unreasonably. Tenant hereby waives any claim
for damages for any injury or interference with Tenant's business, any loss of
occupancy or quiet enjoyment of the Leased Property, and any other loss
occasioned by the exercise of Landlord's rights hereunder. For each of the
aforesaid purposes, Landlord shall at all times have the right to retain a key
with which to unlock all doors in the Leased Property, excluding Tenant's vaults
and safes. Landlord shall have the right to use any means which Landlord may
deem proper to open such doors in an emergency. Entry into the Leased Property
obtained by Landlord by any such means shall not be deemed to be forcible or
unlawful entry into, or a detainer of, the Leased Property, or an eviction of
Tenant from the Leased Property or any portion thereof.
Section 20. EXPENDITURES BY LANDLORD. Whenever under any provision of
------------------------
this Lease, Tenant shall be obligated to make any payments or expenditures, or
to do any act or thing, or to incur any liability whatsoever, and Tenant fails,
refuses or neglects to perform as herein required, Landlord shall be entitled,
but shall not be obligated, to make any such payment or expenditure or to do any
such act or thing, or to incur any such liability, all on behalf of and at the
cost for the account of Tenant. In such event, the amount thereof with interest
thereon at the rate of one and one-half percent (1.5%) per month, compounded
monthly, shall constitute and be collectible as additional rent upon demand.
Section 21. OFFSET STATEMENT. Tenant agrees that within ten (10) days of
----------------
any demand therefor by Landlord, Tenant will execute and deliver to Landlord or
Landlord's designee a recordable certificate stating that this Lease is in full
force and effect, such defenses or offsets as are
10
claimed by Tenant, if any, the date to which all rentals have been paid, and
such other information concerning the Lease, the Leased Property and Tenant as
Landlord or said designee may reasonably request. In the event that Tenant fails
to execute and/or deliver any such certificate or offset statement to Landlord
within said ten (10) days, Tenant hereby irrevocably appoints Landlord as
Tenant's duly authorized attorney-in-fact for the purpose of executing and
delivering any such certificate or offset statement, and Tenant hereby grants
Landlord all power and authority necessary to execute and deliver all such
documents on behalf of Tenant. Tenant acknowledges that the power of attorney
granted hereby is coupled with an interest.
Section 22. DEFAULT. Tenant's compliance with each and every of its
-------
obligations hereunder is a condition precedent to each and every covenant and
obligation of Landlord. In the event that (a) Tenant shall default in the
payment of any sum of money required to be paid hereunder and such default
continues for five (5) days after written notice thereof; or (b) Tenant shall
default in the performance of any other of its obligations hereunder and such
default continues for ten (10) days after written notice thereof (except for
defaults which create a nuisance or illegal condition, or which cause or
threaten serious danger or life, limb or property, in which case there shall be
no requirement for written notice or right to cure); or (c) Tenant should vacate
or abandon the Leased Property during the Term of this Lease, or (d) there is
filed by or against Tenant any petition in bankruptcy, or Tenant is adjudicated
as a bankrupt or insolvent, or there is appointed a receiver or trustee to take
possession of all or substantially all of the assets of Tenant or of the Leased
Property, or there is a general assignment by Tenant for the benefit of
creditors, or any action is taken by or against Tenant under any state or
federal insolvency or bankruptcy act, or any similar law now or hereafter in
effect, including without limitation, the filing of any petition for or in
reorganization or an arrangement, or should the Leased Property or any portion
thereof be taken or seized under the levy of execution or attachment against
Tenant, Landlord at its sole option, shall, in addition to all other rights and
remedies granted to Landlord hereunder or at law or in equity, have (i) the
right to declare the Term of this Lease ended and to re-enter the Leased
Property and take possession thereof, and to terminate all of the rights of
Tenant in and to the Leased Property, or (ii) the right without declaring the
Term of this Lease ended, to re-enter the Leased Property and to occupy the
same, or any portion thereof, or to lease the whole or any portion thereof, for
and on account of Tenant as hereinafter provided, applying any monies received
first to payment of such expenses, including attorneys' fees and real estate
commissions paid, assumed or incurred by Landlord in or in connection with the
recovery, repairing or reletting of the Leased Property and then to the
fulfillment of the covenants of Tenant (any such reletting shall be for such a
term, at such a rent, and on such other conditions as Landlord in its sole
discretion deems advisable); or (iii) the right, even though it may have relet
all or any portion of the Leased Property as above-provided, to thereafter at
any time terminate this Lease for such previous default on the part of Tenant.
Pursuant to said right of re-entry, Landlord may remove all persons from the
Leased Property and may, but shall not be obligated to, remove all property
therefrom, and may, but shall not be obligated to, enforce any rights Landlord
may have against said property, or store the same in any public or private
warehouse or elsewhere at the cost and for the account of Tenant or the owner or
owners thereof. Tenant agrees to hold Landlord free and harmless of any
liability whatsoever for the removal, storage or discarding of any such
property, whether of Tenant or any third party whomsoever. As security for
Tenant's compliance with all the terms of this Lease, Landlord is hereby given a
lien upon all of Tenant's property in, upon or about the Leased Property.
Anything contained herein to the contrary notwithstanding, Landlord shall not be
deemed to have terminated this Lease or any of Tenant's obligations hereunder by
any such re-entry, or by action in
11
unlawful detainer or otherwise to obtain possession of the Leased Property,
unless Landlord shall have notified Tenant in writing that it has so elected to
terminate this Lease. Tenant acknowledges and agrees that in the event of any
failure of Tenant to pay any rent or other sums required to be paid by Tenant to
Landlord pursuant to this Lease, Tenant shall immediately be in the status of
default such that, at Landlord's option, the five (5) day written notice
required above (1) may be a five-day notice as contemplated by N.R.S. Section
40.250 or N.R.S. Section 40.253, or (2) may be given simultaneously or may run
concurrently with any five day notice given by Landlord pursuant to N.R.S.
Section 40.250 or N.R.S. Section 40.253.
In any action brought by either party to enforce or protect any of its
rights under or arising from this Lease, or related thereto, the prevailing
party shall be entitled to receive its costs and legal expenses, including
reasonable attorney's fees, whether such action is prosecuted to judgment or
not. Landlord and Tenant hereby agree and acknowledge, each for the benefit of
the other, that for purposes of the foregoing reciprocal attorneys' fees clause,
they have bargained for attorneys' fees to be computed in the following manner:
said attorneys; fees shall be computed by multiplying the regular hourly fee
rate of the attorney or attorneys selected and utilized by the prevailing party
by the number of hours expended in such action by said attorney or attorneys. If
such hourly rate or rates, and the number of hours expended, are verified by the
prevailing party's attorney or attorneys in a sworn certificate accompanied by
time summaries, the resulting amount of such attorneys' fees shall be
irrebuttably presumed to be reasonable.
The waiver by Landlord of any default or breach of any of Tenant's
obligations hereunder shall not be a waiver of any preceding or subsequent
breach of the same or any other of Tenant's obligations contained herein. The
subsequent acceptance of rent or any other payment hereunder by Tenant to
Landlord shall not be construed to be a waiver of any preceding breach by Tenant
of any of its obligations hereunder other than the failure to pay the particular
rental or other payment or portion thereof so accepted, regardless of Landlord's
knowledge of such preceding breach at the time of acceptance of such rental or
other payment. No payment by Tenant or receipt by Landlord of a lesser amount
than the rent herein provided shall be deemed to be other than on account of the
earliest rent due and payable hereunder nor shall any endorsement or statement
on any check or any letter accompanying any check or payment be deemed an accord
and satisfaction, and Landlord may accept any and negotiate any such check or
payment without prejudice to Landlord's right to recover the balance of such
sums as are due or pursue any other remedy provided in this Lease. The consent
by Landlord to any matter or event requiring Landlord's consent shall not
constitute a waiver of the necessity for such consent to any subsequent matter
or event. Upon the occurrence of any breach by Tenant hereunder, Landlord's
damages shall include the total value of any and all rent concessions and other
inducements received by Tenant at the inception of the Lease or otherwise
including, but not limited to, "free rent," reduced rent and the cost to
Landlord of improving Tenant's Leased Premises over and above the cost of the
building shell and any such improvements Landlord can use in reletting the
Leased Premises.
Section 23. QUIET POSSESSION. Upon Tenant's payment of all rentals and
----------------
other payments herein required from Tenant, and upon Tenant's performance of all
of the provisions, covenants and conditions of this Lease on Tenant's part to be
kept and performed, Tenant may quietly have, hold and enjoy the Leased Property
during the Term of this Lease without any disturbance from Landlord or from any
other person claiming through Landlord.
12
Section 24. SALE BY LANDLORD. In the event of any sale or exchange of
----------------
the Leased Property, the Complex or the building of which the Leased Property is
a part by Landlord, Landlord shall be and is hereby relieved of all liability
under any and all of its covenants and obligations contained in or derived from
this Lease, arising out of any act, occurrence or omission relating to the
Leased Property occurring after the consummation of such sale or exchange.
Tenant agrees to attorn to such purchaser or grantee.
Section 25. DEFAULT BY LANDLORD. It is agreed that in the event
-------------------
Landlord fails or refuses to perform any of its obligations hereunder that
Tenant, prior to exercising any right or remedy it may have, shall give fifteen
(15) days written notice to Landlord of such default specifying in said notice
the default with which Landlord is charged. However, if the default complained
of is of such a nature that the same can be rectified or cured, but cannot with
reasonably diligence be rectified or cured within said fifteen (15) days, then
such default shall be deemed to be rectified or cured if Landlord within said
fifteen (15) day period shall commence the rectification and curing thereof and
shall continue thereafter with all due diligence to cause such rectification and
curing to proceed.
Section 26. FORCE MAJEURE. Whenever a day is appointed herein on which,
-------------
or a period of time is appointed in which, either party hereto is required to do
or complete any act, matter or thing, the time for the doing or completion
thereof shall be extended by a period of time equal to the number of days on or
during which such party is prevented from, or is unreasonably interfered with,
the doing or completion of such act, matter of thing because of labor disputes,
civil commotion, war, warlike operation, sabotage, governmental regulations or
control, fire or other casualty, inability to obtain any materials, or to obtain
fuel or energy, weather or other acts of God, or other causes beyond such
party's reasonable control (financial inability excepted); provided, however,
that nothing contained herein shall excuse Tenant from the prompt payment of any
rent or charge required of Tenant hereunder, and nothing herein shall excuse
Tenant's default hereunder for creating any nuisance, illegal condition, or
condition which causes or threatens serious injury to life, limb or property.
Section 27. SERVICE OF NOTICES. Any and all notices and demands shall
------------------
be in writing and shall be validly given or made if served either personally or
if deposited in the United States mail, certified or registered, postage
prepaid, return receipt requested. If such notice or demand be served by mail,
service shall be conclusively deemed made three (3) days after mailing or upon
actual receipt, whichever is sooner. Any notice or demand to Landlord shall be
addressed to Landlord at ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇., ▇▇▇. ▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
Any notice or demand to Tenant shall be addressed to Tenant at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇
▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇. Any party hereto may change its address for
the purpose of receiving notices, payments or demands as herein provided by a
written notice given in the manner aforesaid to the other party hereto, which
notice of change of address shall not become effective, however, until the
actual receipt thereof by the other party.
Section 28. MISCELLANEOUS.
-------------
28.1 If this Lease is terminated pursuant to any provision hereof and
Tenant is not in default hereunder, rent shall be pro-rated as of the date of
termination.
13
28.2 The various rights, options, elections and remedies of Landlord
and Tenant respectively contained in this Lease shall be cumulative and no one
of them shall be construed as exclusive of any other, or of any right, priority
or remedy allowed or provided for by law and not expressly waived in this Lease.
28.3 The terms, provisions, covenants and conditions contained in this
Lease shall apply to, bind and inure to the benefit of the heirs, executors,
administrators, legal representatives, successors and assigns (where assignment
is permitted) of Landlord and tenant, respectively, except as otherwise provided
in this Lease.
28.4 If any term, provision, covenant or condition of this Lease, or
any application thereof, should be held by a court of competent jurisdiction to
be invalid, void or unenforceable, all provisions, covenants and conditions of
this Lease, and all applications thereof not held invalid, void or unenforceable
shall continue in full force and effect and shall in no way be affected,
impaired or invalidated thereby.
28.5 Time is of the essence of this Lease and all of the terms,
provisions, covenants and conditions hereof.
28.6 This Lease contains the entire agreement between the parties and
cannot be changed or terminated orally.
28.7 Masculine and feminine pronouns shall be substituted for the
neuter form and vice versa, and the plural shall be substituted for the singular
form and vice versa, in any place or places herein in which the context requires
such substitutions.
28.8 The laws of the State of Nevada shall govern the validity,
construction and effect of this Lease.
28.9 Whenever in this Lease any words of obligation or duty are used
in connection with either party, such words shall have the same force and effect
as though framed in the form of covenants on the part of such party.
28.10 In the event either party hereto, now or hereafter, shall consist
of more than one person, firm or corporation, then and in such event, such
persons, firms or corporations shall be jointly and severally liable as parties
hereunder; provided, however, nothing herein shall be deemed to impose personal
liability on any limited partner of Landlord.
28.11 Tenant and Landlord warrants that it has had no dealings with any
broker or agent in connection with this Lease.
28.12 Tenant acknowledges that, by entering into this Lease with
Landlord, Tenant has not become a third-party beneficiary of any lease between
Landlord and any other tenant, and that no part of the inducement to Tenant to
enter into this Lease was any promise or covenant of Landlord, express or
implied, to enforce any other lease for the benefit of Tenant.
14
28.13 The captions appearing at the commencement of the sections hereof
are descriptive only and for convenience in reference to this Lease and in no
way whatsoever define, limit or describe the scope or intent of this Lease nor
in any way affect this Lease. In addition, in the event that a "Lease Summary"
or other cover sheet shall be attached to the front of this Lease, it shall be
for convenience only, and it shall not in any way affect the terms of this
Lease, nor shall it be used in limiting, construing or defining any term,
covenant or condition of this Lease.
28.14 Tenant covenants and agrees to keep the terms and provisions of
this Lease confidential, and not to disclose said terms and provisions to any
person or entity whatsoever (except as may be required by law, or by any
governmental entity). Tenant acknowledges that Landlord may have made special
concessions to Tenant to induce Tenant to execute this Lease, which if known,
could damage Landlord's future business and/or bargaining power. Tenant
therefore agrees that any breach of the covenant contained in this paragraph by
Tenant shall be an automatic and incurable default of this Lease.
28.15 The submission of this Lease for examination does not constitute
a reservation of or option for the Leased Property and this Lease becomes
effective as a Lease only upon execution and delivery thereof by Landlord and
Tenant.
28.16 This Lease shall not be construed either for or against Landlord
or Tenant, but this Lease shall be interpreted in accordance with the general
tenor of its language.
28.17 Tenant acknowledges that Tenant has been advised by Landlord
and/or Landlord's agents to consult an attorney in connection with the
negotiation and execution hereof, and that neither Landlord nor Landlord's agent
have given Tenant any legal advice.
28.18 Tenant agrees that all amounts or charges, except for basic rent,
to be paid by Tenant to Landlord pursuant the terms and provisions of this
Lease, shall be conclusively deemed to be additional rent.
28.19 Landlord acknowledges and agrees that notwithstanding any
provision to the contrary contained herein, it shall be solely responsible for
compliance with all applicable American's with Disabilities Act regulations
regarding the exterior structure and common areas (including but not limited to,
the parking lot, walkways and sidewalks) of the Complex.
Section 29. RECORDATION PROHIBITED. Except upon the written consent of
----------------------
Landlord neither Tenant nor anyone acting on behalf of Tenant shall record this
Lease nor any memorandum or notice thereof nor cause the same to be recorded.
15
IN WITNESS WHEREOF the parties hereto have executed this Lease the day
and year first above written.
TENANT: LANDLORD:
Expedia, Inc. ▇▇▇▇▇▇▇▇ Enterprises, Inc.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇ ▇. Faso
----------------------------- ----------------------------
▇▇▇▇▇ ▇. Faso
Its: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
----------------------------
Senior Vice President and
Chief Financial Officer
16
EXHIBIT A
SITE PLAN SHOWING LOCATION OF LEASED PROPERTY
17
EXHIBIT B
RULES AND REGULATIONS
Tenant agrees as follows:
1. All loading and unloading of goods shall be done only at such times,
in the areas, and through the entrance designated for such purposes by Landlord.
2. The delivery or shipping of merchandise, supplies and fixtures to and
from the Leased Property shall be subject to such rules and regulations as, in
the judgment of Landlord, are necessary for the proper operation of the Leased
Property or the Complex.
3. No radio or television or other similar device shall be installed
without first obtaining in each instance Landlord's consent in writing. No
aerial shall be erected on the roof or exterior walls of the Leased Property or
in the Complex without in each instance, the written consent of Landlord. Any
aerial so installed without such written consent shall be subject to removal
without notice at any time at Tenant's expense.
4. Tenant shall not, without the written consent of Landlord first hand
and obtained, use in or about the Leased Property any advertising or promotional
media such as searchlights, loud speakers, phonographs, or other similar visual
or audio media which can be seen or heard outside the Leased Property.
5. Tenant shall keep the Leased Property at a temperature sufficiently
high to prevent freezing of water in pipes and fixtures.
6. The exterior areas immediately adjoining the Leased Property shall be
kept clean and free from dirt and rubbish by Tenant to the satisfaction of
Landlord, and Tenant shall not place or permit any obstructions or merchandise
in such areas.
7. Tenant and Tenant's employees shall park their cars only in those
parking areas designated for that purpose by Landlord. Tenant shall furnish
Landlord with State automobile license numbers assigned to Tenant's car or cars,
and cars of Tenant's employees, within five (5) days after taking possession of
the Leased Property and shall thereafter notify Landlord of any changes within
five (5) days after such changes occur. In the event that Tenant or its
employees fail to park their cars in designating parking areas as aforesaid,
then Landlord at its option, in addition to any other remedies, including, but
not limited to, towing, may charge Tenant Twenty-five Dollars ($25.00) per day
per car parked in any area other than those designated.
8. The plumbing facilities shall not be used for any other purpose other
than that for which they are constructed, and no foreign substance of any kind
shall be thrown therein, and the expense of any breakage, stoppage, or damage
resulting from a violation of this provision shall be borne by the Tenant who
shall, or whose employees, agents, servants, customers or invitees shall, have
caused it.
18
9. Tenant shall keep the Leased Property free from pets and vermin.
10. Tenant shall not burn any trash or garbage of any kind in or about
the Leased Property or the Complex.
11. Tenant shall not make noises, cause disturbances, or create odors
which may be offensive to Landlord or to other tenants of the Complex or their
employees, agents, servants, customers or invitees.
12. No portion of the Leased Property or the Complex shall be used for
sale or display of any obscene, pornographic, so-called "adult" or otherwise
offensive merchandise or activities, without Landlord's prior written consent.
13. Without Landlord's written consent therefore first hand and obtained,
no sign or other object or thing visible to public view outside of the Leased
Property shall be placed or allowed on the exterior of the Leased Property or in
the interior of the Leased Property in such a manner as shall be visible from
outside the Leased Property, except that Tenant shall, at its expense, erect a
sign on the exterior of the Leased Property of such size, shape, materials and
design as may be prescribed by Landlord. Tenant shall be required to properly
maintain its sign, including prompt repair of any nature. Tenant shall keep such
sign lit during such hours as Landlord may designate. Upon expiration of the
Lease, Tenant shall be responsible for promptly removing all signs placed in and
around the Leased Property by Tenant. Tenant shall repair all damage caused to
the building or Leased Property by such removal, including proper "capping off"
of electrical wiring.
14. Tenant and Tenant's employees and agents shall not solicit business
in the parking areas or other common areas, nor shall Tenant distribute any
handbills or other advertising matter in automobiles parked in the parking area
or in other common areas.
15. Tenant shall refrain from keeping, displaying, or selling any
merchandise or any object outside of the interior of the Leased Property or in
any portion of any sidewalks, walkways or other part of the Complex outside of
the Leased Property.
16. The sidewalks, halls, passages, exits, entrances, stairways and other
common areas shall not be obstructed by Tenant or used for any purpose other
than for ingress and egress to the Leased Property.
17. Landlord reserves the right to exclude or expel from the Complex any
person who, in the judgment of the Landlord, is intoxicated or under the
influence of liquor, or who shall in any manner do any act in violation of any
of the rules and regulations of the Complex.
18. Tenant shall not place a load upon any floor of the Leased Property
exceeding the floor load per square foot which said floor was designed to carry
or which is allowed by law.
19. Landlord will direct electricians as to where and how telephone wires
are to be introduced. No boring or cutting for wires will be allowed without the
consent of Landlord. The
19
location of telephones, call boxes and other office equipment affixed to the
Leased Property shall be subject to the reasonable approval of Landlord.
20. Tenant, upon termination of the Lease, shall deliver to Landlord the
keys of offices, rooms and toilet rooms which shall have been furnished Tenant
or which Tenant shall have made, and in the event of loss of any keys so
furnished, shall pay Landlord therefor. Tenant shall not alter any lock or
install any new or additional locks or any bolts on any doors of the Leased
Property.
21. Tenant shall see that the doors of the Leased Property are closed at
all times when not in use for ingress or egress and securely locked before
leaving the building of which the Leased Property is a part, and that all
electricity, gas, heating or air conditioning shall likewise be carefully shut
off, so as to prevent waste or damage, and for any default or carelessness
Tenant shall make good all injuries sustained by other tenants or occupants of
the Complex or by Landlord.
22. Employees of Landlord shall not perform any work or do anything
outside of their regular duties unless under special instructions from Landlord,
and none of Landlord's employees will admit any person to any office without
specific instruction from Landlord.
20
OFFICE LEASE
INDEX
SECTION NO. DESCRIPTION PAGE
----------- ----------- ----
1 DEMISE 1
2 TERM 1
3 RENT 1
4 SECURITY DEPOSIT 3
5 POSSESSION AND SURRENDER OF LEASED PROPERTY 3
6 USE OF LEASED PROPERTY 4
7 IMPROVEMENTS 6
8 PARKING AND COMMON AREAS 6
9 TAXES 7
10 SERVICES AND UTILITIES 8
11 INSURANCE 10
12 LIENS 11
13 INDEMNIFICATION 11
14 SUBORDINATION 11
15 ASSIGNMENT AND SUBLETTING 12
16 INSOLVENCY 12
17 CONDEMNATION 12
18 DESTRUCTION OF PREMISES 13
19 RIGHT OF ACCESS 13
20 EXPENDITURES BY LANDLORD 14
21 OFFSET STATEMENT 14
22 DEFAULT 14
23 QUIET POSSESSION 16
24 SALE BY LANDLORD 16
25 DEFAULT BY LANDLORD ▇▇
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇
▇▇ SERVICE OF NOTICES 17
28 MISCELLANEOUS 17
29 RECORDATION PROHIBITED 19
30 FINANCIAL STATEMENTS 19
EXHIBIT A SITE PLAN SHOWING LOCATION OF LEASED PROPERTY 20
EXHIBIT B RULES AND REGULATIONS 21
ASSIGNMENT OF LEASE
THIS ASSIGNMENT (this "Assignment") is made by and between Expedia, Inc., a
Washington corporation ("Expedia") and ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, Inc., a Delaware
corporation and wholly-owned subsidiary of Expedia ("Travelscape") effective as
of August 1, 2000.
WHEREAS, Expedia entered into an Office Lease dated August 1, 2000 (the
"Lease") with ▇▇▇▇▇▇▇▇ Enterprises, Inc. ("Landlord") whereby Expedia leased
certain real property in Las Vegas, Nevada from Landlord (the "Leased
Property"); and
WHEREAS, Section 15 of the Lease provides that assignment or sublease from
Expedia to an affiliate or subsidiary of Expedia shall not require Landlord's
consent; and
WHEREAS, Expedia wishes to assign the Lease to Travelscape and Travelscape
wishes to assume the Lease from Expedia under the terms and conditions set forth
herein.
NOW, THEREFORE, the parties agree as follows:
1. Expedia hereby assigns to Travelscape all of Expedia's right, title,
interest and obligations contained in the Lease. Travelscape hereby accepts such
assignment, assumes the Lease and agrees to pay and perform as and when due all
obligations of Expedia under the Lease and otherwise comply with the terms and
conditions of the Lease, from and after the date of this Assignment.
2. Travelscape shall acquire all of Expedia's interest in existing
security deposits, if any, leasehold improvements and trade fixtures, if any, in
connection with the Lease or the Leased Premises.
3. Pursuant to Section 15 of the Lease, this Assignment shall not relieve
Expedia from liability for payment of the rental in the Lease or from the
obligation to keep and be bound by the terms, conditions and covenants of the
Lease.
IN WITNESS WHEREOF, the parties have executed this Assignment effective as
of the 1st day of August, 2000.
Assignor Assignee
EXPEDIA, INC. ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Its: Sr. Vice President and General Its: Chief Financial Officer
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Counsel
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