FICTIONAL DOCUMENT-REVIEW EXERCISE — NOT AN AUTHENTIC RECORD
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RECORD 1: MASTER COMMERCIAL LEASE AGREEMENT (EXCERPT)
LANDLORD: WESTLAKE RETAIL INVESTORS LP
TENANT: APEX ENTERTAINMENT HOLDINGS LLC (ANCHOR CINEMA - SUITE 100)
EXECUTION DATE: OCTOBER 12, 2019 | LEASE TERM: 15 YEARS
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ARTICLE 4: OPERATING EXPENSES, TAXES, AND CAM RECONCILIATION

Section 4.1. Definition of Common Area Maintenance (CAM)
Tenant shall pay as Additional Rent its Proportionate Share (38.5%) of the actual 
and reasonable operating expenses directly incurred by Landlord in the routine 
operation, cleaning, lighting, security, landscaping, and maintenance of the Common 
Areas of Westlake Retail Plaza ("Operating Costs").

Section 4.2. Controllable Expense Cap
Tenant’s Proportionate Share of Controllable Operating Expenses (defined as all 
Operating Costs excluding real estate taxes, municipal assessments, property insurance, 
and public utility charges) shall not increase by more than four percent (4.0%) per 
annum on a cumulative, compounded basis over the Base Year (2020) Controllable 
Operating Expenses ($312,400). Non-controllable expenses shall be passed through at 
actual cost without limitation.

Section 4.3. Capital Expenditures and HVAC Exclusions
Capital expenditures, structural repairs, foundation replacements, and roof membrane 
overhauls are strictly excluded from Operating Costs. Notwithstanding the foregoing, 
capital improvements incurred solely for energy conservation or mandated by federal 
statutes enacted after the Commencement Date may be amortized on a straight-line basis 
over their useful economic life in accordance with GAAP. Routine HVAC repairs exceeding 
$10,000 per unit shall not be passed through unless Landlord provides prior written 
notice and obtains Tenant's written concurrence thirty (30) days prior to expenditure.

Section 4.4. Gross-Up Provision
In the event the Shopping Center is less than ninety-five percent (95%) occupied 
during any calendar year, Landlord shall adjust (gross-up) variable operating costs 
to reflect ninety-five percent (95%) occupancy. In no event shall Landlord recover 
more than one hundred percent (100%) of actual operating costs across all tenants.

ARTICLE 11: CO-TENANCY AND RENT ABATEMENT

Section 11.1. Opening and Ongoing Co-Tenancy Requirement
Tenant's obligation to operate and pay Minimum Guaranteed Rent is conditioned on the 
satisfaction of the Ongoing Co-Tenancy Condition:
(a) The Key Anchor Tenant (defined as Northgate Supermarket in Suite 200, occupying 
    not less than 45,000 square feet) must be open and continuously operating; and
(b) Not less than seventy percent (70%) of the remaining gross leasable area (GLA) of 
    the Shopping Center must be open and operating.

Section 11.2. Co-Tenancy Remedies and Abatement Trigger
If the Ongoing Co-Tenancy Condition fails for forty-five (45) consecutive days, Tenant 
shall be entitled to:
(i) Cease payment of Minimum Guaranteed Rent and pay Substitute Rent equal to two 
    percent (2.0%) of Gross Sales in lieu of all base rent and CAM charges, effective 
    on the forty-sixth (46th) day following notice; and
(ii) Terminate this Lease if the failure continues uncured for two hundred seventy (270) 
     consecutive days.

ARTICLE 16: ASSIGNMENT, SUBLETTING, AND RECAPTURE

Section 16.1. Landlord Consent and Net Profits
Tenant shall not assign or sublet the Leased Premises without Landlord's prior written 
consent, which shall not be unreasonably withheld, conditioned, or delayed. Landlord 
shall be entitled to fifty percent (50%) of any net profits realized from any sublease 
or assignment after deducting reasonable unamortized tenant improvement costs and 
customary leasing brokerage commissions.