Common use of CC&Rs Clause in Contracts

CC&Rs. Tenant acknowledges that Landlord intends to record an Agreement Between Land Owners Including Covenants, Conditions and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments or modifications thereto; provided, however, that any modifications to the draft of the CC&R's attached as EXHIBIT "F" which may have a material effect on Tenant's use or enjoyment of, or access to, the Premises or Project shall be subject to PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take any action which has the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any of the properties covered by the CC&R's without first consulting with Tenant, and (iv) knowingly allow any use of the parking facilities within the Project (as defined in this Lease) that is not allowed pursuant to the reciprocal parking rights described in the CC&R's. Landlord shall provide (or if Landlord does not control the Association, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time in connection with the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants that the signage contemplated by this Lease is in compliance with the CC&R's and the Sign Plan defined therein.

CC&Rs. Tenant acknowledges that Landlord intends to record an Agreement Between Land Owners Including Covenants, Conditions and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments or modifications thereto; provided, however, that any modifications to the draft of the CC&R's attached as EXHIBIT "F" which may have a material effect on Tenant's use or enjoyment of, or access to, the Premises or Project shall be subject to PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]Tenant's prior approval, which approval shall not be unreasonably withheld or delayed. Tenant shall, within fifteen (15) days after request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination of this Lease to the CC&R's. As of the date of execution of this Lease, Landlord contemplates that it will be the declarant under the CC&R's and a California nonprofit mutual benefit corporation has been, or will be, established (the "ASSOCIATION") and charged with certain duties under the CC&R's. Certain individuals who are directors, officers or employees of Landlord, the members of Landlord, or affiliates thereof, are, or will be, members of the board of directors of the Association. The board shall have the right to appoint members and alternatives members of the Architectural and Development Review Committee (the "COMMITTEE") contemplated by the CC&R's. As an owner of property subject to the CC&R's, Landlord is a member of the Association for each parcel within the Project which is subject to assessments under the CC&R's. With respect to Landlord's respective capacities as declarant, member of the board, and a member of the Committee under the CC&R's, Landlord covenants not to do any of the following without Tenant's consent (which shall not be unreasonably withheld) (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take any action which has the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any of the properties covered by the CC&R's without first consulting with Tenant, and (iv) knowingly allow any use of the parking facilities within the Project (as defined in this Lease) that is not allowed pursuant to the reciprocal parking rights described in the CC&R's. Landlord shall provide (or if Landlord does not control the Association, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time in connection with the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants that the signage contemplated by this Lease is in compliance with the CC&R's and the Sign Plan defined therein.. PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]

CC&Rs. Tenant acknowledges that Landlord intends to record an Agreement Between Land Owners Including Covenants, Conditions and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments or modifications thereto; provided, however, that any modifications to the draft of the CC&R's attached as EXHIBIT "F" which may have a material effect on Tenant's use or enjoyment of, or access to, the Premises or Project shall be subject to PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]Tenant's prior approval, which approval shall not be unreasonably withheld or delayed. Tenant shall, within fifteen (15) days after request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination of this Lease to the CC&R's. As of the date of execution of this Lease, Landlord contemplates that it will be the declarant under the CC&R's and a California nonprofit mutual benefit corporation has been, or will be, established (the "ASSOCIATION") and charged with certain duties under the CC&R's. Certain individuals who are directors, officers or employees of Landlord, the members of Landlord, or affiliates thereof, are, or will be, members of the board of directors of the Association. The board shall have the right to appoint members and alternatives members of the Architectural and Development Review Committee (the "COMMITTEE") contemplated by the CC&R's. As an owner of property subject to the CC&R's, Landlord is a member of the Association for each parcel within the Project which is subject to assessments under the CC&R's. With respect to Landlord's respective capacities as declarant, member of the board, and a member of the Committee under the CC&R's, Landlord covenants not to do any of the following without Tenant's consent (which shall not be unreasonably withheld) (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take any action which has the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any of the properties covered by the CC&R's without first consulting with Tenant, and (iv) knowingly allow any use of the parking facilities within the Project (as defined in this Lease) that is not allowed pursuant to the reciprocal parking rights described in the CC&R's. Landlord shall provide (or if Landlord does not control the Association, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time in connection with the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants that the signage contemplated by this Lease is in compliance with the CC&R's and the Sign Plan defined therein.

CC&Rs. Tenant acknowledges that Landlord intends to record an Agreement Between Land Owners Including Covenants, Conditions and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments or modifications thereto; provided, however, that any modifications to the draft of the CC&R's attached as EXHIBIT Exhibit "F" which may have a material effect on Tenant's use or enjoyment of, or access to, the Premises or Project shall be subject to Tenant's prior approval, which approval shall not be unreasonably withheld or delayed. Tenant shall, within fifteen (15) days after request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination of this Lease to the CC&R's. As of the date of execution of this Lease, Landlord contemplates that it will be the declarant under the CC&R's and a California nonprofit mutual benefit corporation has been, or will be, established (the "ASSOCIATION") and charged with certain duties under the CC&R's. Certain individuals who are directors, officers or employees of Landlord, the members of Landlord, or affiliates thereof, are, or will be, members of the board of directors of PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take any action which has the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any of the properties covered by the CC&R's without first consulting with Tenant, and (iv) knowingly allow any use of the parking facilities within the Project (as defined in this Lease) that is not allowed pursuant to the reciprocal parking rights described in the CC&R's. Landlord shall provide (or if Landlord does not control the Association, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time in connection with the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants that the signage contemplated by this Lease is in compliance with the CC&R's and the Sign Plan defined therein.

CC&Rs. Borrower agrees that Borrower’s rights under the CC&Rs are part of the Collateral. In addition, Borrower covenants and agrees that Borrower shall, and shall cause Master Tenant acknowledges that Landlord intends to: (i) pay all sums required to record an Agreement Between Land Owners Including Covenantsbe paid by Borrower or Master Tenant under the CC&Rs and promptly perform and/or observe all of the material covenants and agreements required to be performed and observed by it under the CC&Rs and do all commercially reasonable things necessary to preserve and to keep unimpaired its rights thereunder; (ii) promptly notify Lender of any default under the CC&Rs of which it is aware and provide Lender with copies of any material written notices delivered in connection therewith or otherwise received from or in connection with the CC&Rs, Conditions the Associations and/or the City of Laguna Beach; (iii) Use commercially reasonable efforts to enforce in a commercially reasonable manner the performance and Restrictions observance of all of the covenants and Grants agreements required to be performed and/or observed by the City and/or the Associations under the CC&Rs; and (iv) not amend, modify or terminate, and not agree to any amendment, modification or termination of, the CC&Rs without the prior written approval of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments Lender, which approval shall not be unreasonably withheld, conditioned or modifications theretodelayed; provided, however, that Lender’s consent shall not be required for ministerial, typographical or other clerical modifications or amendments. In the event Borrower submits any modifications amendment, modification or termination to the draft of the CC&R's attached as EXHIBIT "F" which may have a material effect on Tenant's use or enjoyment ofLender for approval, or access to, the Premises or Project shall be subject pursuant to PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems] (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take any action which has the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any of the properties covered by the CC&R's without first consulting with Tenant, and clause (iv) knowingly allow any use of the parking facilities within the Project (as defined in this Lease) that is not allowed pursuant to the reciprocal parking rights described in the CC&R's. Landlord above, Borrower shall provide (or if Landlord does not control the Associationpay for Lender’s reasonable out- of-pocket attorneys’ fees, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time costs and expenses in connection with Lender’s review of any such amendment, modification or termination of the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants that the signage contemplated by this Lease is in compliance with the CC&R's and the Sign Plan defined thereinCC&Rs.

CC&Rs. Tenant acknowledges (i) PAID and Urban acknowledge and agree that Landlord after the rezoning of the Property referenced in Section 13(e) hereof has been completed, PAID shall provide to Urban a copy of the CCRs which PAID intends to record an Agreement Between Land Owners Including Covenantsagainst the PAID Parcel and against the Purchased Property and other parcels within the HCD which PAID had previously transferred, Conditions with the joinder of Urban and Restrictions and Grants of Easements for Carmel Center and Including Termination of Both Former Declaration and Prior Grants of Easements (the "CC&R'S") over the Project. Tenant hereby approves the draft of CC&R's attached hereto as Exhibit "F" and made a part hereof and hereby subordinates this Lease to the CC&R's and any amendments or modifications thereto; provided, however, that any modifications to the draft of the CC&R's attached as EXHIBIT "F" which may have a material effect on Tenant's use or enjoyment of, or access to, the Premises or Project shall be subject to PEREGRINE SYSTEMS CORPORATE CENTER [Peregrine Systems]such other owners. (i) take any action which in Landlord's reasonable opinion will jeopardize or be detrimental to Tenant's rights under this Lease and Tenant's use and enjoyment of its leasehold estate, (ii) take The CCRs shall not require Urban to make any action which has financial contributions toward the effect of materially increasing assessments or costs incurred by Landlord under the CC&R's, which will result in an unreasonable increase in Direct Expenses in Expense Years after the Base Year, (iii) vote in favor of or approve any new improvements, operation or use on any and maintenance of the properties covered by PAID Parcel in addition to the CC&R's without first consulting with Tenant, and (iv) knowingly allow any use of the parking facilities within the Project CAM Charge (as defined in this Lease) that is the Reciprocal Easement Agreements for each Property), and shall not allowed pursuant materially increase Urban’s obligations nor limit Urban’s rights. Urban’s Use shall be considered a permitted use under the CCRs as to the reciprocal parking rights described in HCD. (iii) Urban shall have a period of thirty (30) days after the CC&R'ssubmission by PAID of the CCRs to Urban to review, comment and approve such CCRs as to the HCD. Landlord Once such CCRs are approved by Urban, PAID agrees not to modify the CCRs as to the HCD prior to recordation thereof without Urban’s approval, which approval shall provide not be unreasonably withheld, delayed or conditioned. (or if Landlord does not control iv) Urban’s approval may only be reasonably withheld to the Association, Landlord will request the Association to provide) to Tenant the draft budget prepared from time to time in connection with the CC&R's for Tenant's review and comment, and Landlord will reasonably consider Tenant's comments in preparing the budget. Further, Landlord represents and warrants extent that the signage contemplated by this Lease is in compliance with CCRs as to the CC&R's HCD (A) adversely affects the use, occupancy, enjoyment of or ingress and egress to the Sign Plan defined thereinapplicable Properties; (B) diminishes any of Urban’s rights; or (C) increases Urban’s financial or operating responsibilities. (v) While PAID has expressed its intention to record CCRs, PAID’s failure to record such CCRs shall not constitute a PAID Post-Closing Default.