Exhibit 10.4INDUSTRIAL LEASE AGREEMENTBETWEENINDUSTRIAL PROPERTY FUND III, L.P.AS LANDLORDANDNATIONSHEALTH, INC.andUNITED STATES PHARMACEUTICAL GROUP, LLCCOLLECTIVELY AS TENANT
 
 

 
**LEASE INDEX**         Section Subject          1  Basic Lease Provisions   2  Demised Premises   3  Term   4  Base Rent   5  Security Deposit   6  Operating Expenses and Additional Rent   7  Use of Demised Premises   8  Insurance   9  Utilities   10  Maintenance and Repairs   11  Tenant’s Personal Property; Indemnity   12  Tenant’s Fixtures   13  Signs   14  Landlord’s Lien   15  Governmental Regulations   16  Environmental Matters   17  AS-IS   18  Tenant Alterations and Additions   19  Services by Landlord   20  Fire and Other Casualty   21  Condemnation   22  Tenant’s Default   23  Landlord’s Right of Entry   24  Lender’s Rights   25  Estoppel Certificate and Financial Statement   26  Landlord’s Liability   27  Notices   28  Brokers   29  Assignment and Subleasing   30  Termination or Expiration   31  Relocation   32  Late Payments   33  Rules and Regulations   34  Quiet Enjoyment   35  Miscellaneous   36  Special Stipulations   37  Lease Date   38  Authority   39  No Offer Until Executed   40  Radon DisclosureExhibit “A” Demised PremisesExhibit “B” Hazardous Materials Management PlanExhibit “C” Special StipulationsExhibit “D” Rules and RegulationsExhibit “E” Certificate of Authority
 
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INDUSTRIAL LEASE AGREEMENTTHIS LEASE AGREEMENT (the “Lease”) is made as of the “Lease Date” (as defined in Section 37herein) by and between INDUSTRIAL PROPERTY FUND III, L.P., a Georgia limited partnership(“Landlord”), and NATIONSHEALTH, INC., and UNITED STATES PHARMACEUTICAL GROUP, L.L.C., a Delawarelimited liability company (collectively “Tenant”) (the words “Landlord” and “Tenant” to includetheir respective legal representatives, successors and permitted assigns where the context requiresor permits).W I T N E S S E T H: 1. Basic Lease Provisions. The following constitute the basic provisions of thisLease:         (a) Demised Premises Address: 2955 West Corporate Lakes Boulevard      Suite 400      Weston, Florida 33331         (b) Demised Premises Square Footage: approximately 24,140 sq. ft.         (c) Building Square Footage: approximately 120,840 sq. ft.         (d) Annual Base Rent (exclusive of applicable sales taxes):           Lease Year 1 $205,190.00  (plus the prorated amount for anyFractional Month per Section 3hereof, if applicable)           Lease Year 2 $211,345.68              Lease Year 3 $217,686.12              Lease Year 4 $224,216.64              Lease Year 5 $230,943.12            (e) Monthly Base Rent Installments (exclusive of applicable sales taxes):           Lease Year 1 $17,099.17  (plus the prorated amount for anyFractional Month per Section 3hereof, if applicable)           Lease Year 2 $17,612.14              Lease Year 3 $18,140.51              Lease Year 4 $18,684.72              Lease Year 5 $19,245.26            (f) Lease Commencement Date: September 4, 2006         (g) Base Rent Commencement Date: September 4, 2006         (h) Expiration Date: September 30, 2011         (i) Primary Term: Sixty (60) months plus, in the event the BaseRent Commencement Date does not occur on the first (1st) day of a calendarmonth, the period from and including the Base Rent Commencement Date to andincluding the last day of the calendar month in which the Base RentCommencement Date occurs (if applicable, the “Fractional Month”)         (j) Tenant’s Operating Expense Percentage:          19.98%         (k) Security Deposit:     $34,198.34         (l) Permitted Use: Storage and distribution of pharmaceuticalsupplies and office and administrativeuses reasonably ancillary thereto,including without limitation sales andservice for Tenant’s product lines.
 
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       (m) Address for notice:           Landlord: Industrial Property Fund III, L.P.      c/o IDI Services Group, Inc.      3424 Peachtree Road, N.E., Suite 1500      Atlanta, Georgia 30326      Attn: Manager — Lease Administration           Tenant: United States Pharmaceutical Group, L.L.C.      c/o NationsHealth, Inc.      13630 NW 8th Street, Suite 210      Sunrise, Florida 33322      Attn. Chief Operating Officer       (n) Address for rental payments:             Industrial Property Fund III, L.P.      c/o IDI Services Group, LLC      P.O. Box 945631      Atlanta, Georgia 30394-5631         (o) Broker(s): U.S. Realty2. Demised Premises. For and in consideration of the rent hereinafter reserved andthe mutual covenants hereinafter contained, Landlord does hereby lease and demise unto Tenant, andTenant does hereby hire, lease and accept, from Landlord all upon the terms and conditionshereinafter set forth the following premises, referred to as the “Demised Premises”, as outlined onExhibit A attached hereto and incorporated herein: an agreed upon approximately 24,140square feet of space, approximately 2,000 square feet of which is office space, having an addressas set forth in Section 1(a), located within Building D (the “Building”), which contains a total ofan agreed upon approximately 120,840 square feet and is located within Weston Business Center (the“Project”), located in Broward County, Florida. The parties acknowledge that the number of squarefeet recited above has been conclusively determined and is not subject to contest by either party.3. Term. To have and to hold the Demised Premises for a preliminary term (the“Preliminary Term”) commencing on the Lease Date and ending on the day immediately preceding theLease Commencement Date as set forth in Section 1(f), and a primary term (the “Primary Term”)commencing on the Lease Commencement Date and terminating on the Expiration Date as set forth inSection 1(h) (the Preliminary Term, the Primary Term, and any and all extensions thereof, hereinreferred to as the “Term”). The term “Lease Year”, as used in this Lease, shall mean the 12-monthperiod commencing on the Base Rent Commencement Date, and each 12-month period thereafter duringthe Term; *provided, however,*that if the Base Rent Commencement Date is a day other than the firstday of a calendar month, the first Lease Year shall include the resulting Fractional Month andshall extend through the end of the twelfth (12th) full calendar month following the Base RentCommencement Date.4. Base Rent. Tenant shall pay to Landlord at the address set forth in Section 1(n),as base rent for the Demised Premises, commencing on the Base Rent Commencement Date and continuingthroughout the Term in lawful money of the United States, the annual amount set forth in Section1(d) payable in equal monthly installments as set forth in Section 1(e) (the “Base Rent”), payablein advance, without demand and without abatement, reduction, set-off or deduction, on the first dayof each calendar month during the Term. If the Base Rent Commencement Date shall fall on a dayother than the first day of a calendar month, the Base Rent shall be apportioned pro rata on a perdiem basis for the resulting Fractional Month (which pro rata payment shall be due and payable onthe Base Rent Commencement Date). No payment by Tenant or receipt by Landlord of rent hereundershall be deemed to be other than on account of the amount due, and no endorsement or statement onany check or any letter accompanying any check or payment of rent shall be deemed an accord andsatisfaction, and Landlord may accept such check as payment without prejudice to Landlord’s rightto recover the balance of such installment or payment of rent or pursue any other remediesavailable to Landlord.5. Security Deposit. Upon Tenant’s execution of this Lease, Tenant will pay toLandlord the sum set forth in Section 1(k) (the “Security Deposit”) as security for the full andfaithful performance by Tenant of each and every term, covenant and condition of this Lease. Theacceptance by Landlord of the Security Deposit paid by Tenant shall not render this Lease effectiveunless and until Landlord shall have executed and delivered to Tenant a fully executed copy of thisLease. The Security Deposit may be commingled with Landlord’s other funds or held by Landlord in aseparate interest bearing account, with interest paid to Landlord, as Landlord may elect. In theevent that Tenant is in default under this Lease, Landlord may retain the Security Deposit for thepayment of any sum due Landlord or which Landlord
 
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may expend or be required to expend by reason of Tenant’s default or failure to perform;provided, however, that any such retention by Landlord shall not be or be deemed tobe an election of remedies by Landlord or viewed as liquidated damages, it being expresslyunderstood and agreed that Landlord shall have the right to pursue any and all other remediesavailable to it under the terms of this Lease or otherwise. In the event all or any portion of theSecurity Deposit is so retained by Landlord, Tenant shall, within five (5) days of demand thereforfrom Landlord, replenish the Security Deposit to the full amount set forth in Section 1(k). In theevent that Tenant shall comply with all of the terms, covenants and conditions of this Lease, theSecurity Deposit shall be returned to Tenant within thirty (30) days after the later of (a) theExpiration Date or (b) the date that Tenant delivers possession of the Demised Premises toLandlord. In the event of a sale of the Building, Landlord shall have the right to transfer theSecurity Deposit to the purchaser, and upon acceptance by such purchaser, Landlord shall bereleased from all liability for the return of the Security Deposit. Tenant shall not assign orencumber the money deposited as security, and neither Landlord nor its successors or assigns shallbe bound by any such assignment or encumbrance.6. Operating Expenses and Additional Rent.(a) Tenant agrees to pay as Additional Rent (as defined in Section 6(b) below) itsproportionate share of Operating Expenses (as hereinafter defined). “Operating Expenses” shall bedefined as all reasonable expenses for operation, repair, replacement and maintenance as necessaryto keep the Building and the common areas, driveways, and parking areas associated therewith(collectively, the “Building Common Area”) fully operational and in good order, condition andrepair, including but not limited to, utilities for the Building Common Area, expenses associatedwith the driveways and parking areas (including sealing and restriping, and trash removal), roof,security systems, fire detection and prevention systems, lighting facilities, landscaped areas,walkways, painting and caulking, directional signage, curbs, drainage strips, sewer lines, allcharges assessed against or attributed to the Building pursuant to any applicable easements,covenants, restrictions, agreements, declaration of protective covenants or development standards,property management fees, all real property taxes and special assessments imposed upon theBuilding, the Building Common Area and the land on which the Building and the Building Common Areaare constructed, all costs of insurance paid by Landlord with respect to the Building and theBuilding Common Area (including, without limitation, commercially reasonable deductibles), andcosts of improvements to the Building and the Building Common Area required by any law, ordinanceor regulation applicable to the Building and the Building Common Area generally (and not because ofthe particular use of the Building or the Building Common Area by a particular tenant), which costshall be amortized on a straight line basis over the useful life of such improvement, as reasonablydetermined by Landlord. Operating Expenses shall not include expenses for the costs of anymaintenance and repair required to be performed by Landlord at its own expense under Section(10)(b). Further, Operating Expenses shall not include the costs for capital improvements unlesssuch costs are incurred for the purpose of causing a material decrease in the Operating Expenses ofthe Building or the Building Common Area or are incurred with respect to improvements made tocomply with laws, ordinances or regulations as described above. The proportionate share ofOperating Expenses to be paid by Tenant shall be a percentage of the Operating Expenses based uponthe proportion that the square footage of the Demised Premises bears to the total square footage ofthe Building (such figure referred to as “Tenant’s Operating Expense Percentage” and set forth inSection 1(j)); provided that, as to management fees, Tenant shall pay Landlord the management feesdirectly attributable to the Rent (as hereinafter defined) payable hereunder with respect to theDemised Premises, and not Tenant’s Operating Expense Percentage of the management fees payable onthe entire Building. Notwithstanding the foregoing, Landlord shall, in Landlord’s reasonablediscretion, have the right to adjust Tenant’s proportionate share of individual components ofOperating Expenses if Tenant’s Operating Expense Percentage thereof would not equitably allocate toTenant its share of such component of Operating Expenses in light of Tenant’s particular use of,manner of use of and/or level of tenant improvements in the Demised Premises. Prior to or promptlyafter the beginning of each calendar year during the Term, Landlord shall estimate the total amountof Operating Expenses to be paid by Tenant during each such calendar year and Tenant shall pay toLandlord one-twelfth (1/12) of such sum on the first day of each calendar month during each suchcalendar year, or part thereof, during the Term. Within a reasonable time after the end of eachcalendar year, Landlord shall submit to Tenant a statement of the actual amount of OperatingExpenses for such calendar year, and the actual amount owed by Tenant, and within thirty (30) daysafter receipt of such statement, Tenant shall pay any deficiency between the actual amount owed andthe estimates paid during such calendar year, or in the event of overpayment, Landlord shall creditthe amount of such overpayment toward the next installment of Operating Expenses owed by Tenant orremit such overpayment to Tenant if the Term has expired or has been terminated and no Event ofDefault exists hereunder. The obligations in the immediately preceding sentence shall survive theexpiration or any earlier termination of this Lease. If the Lease Commencement Date shall fall onother than the first day of the calendar year, and/or if the Expiration Date shall fall on otherthan the last day of the calendar year, Tenant’s proportionate share of the Operating Expenses forsuch calendar year shall be apportioned prorata.(b) Any amounts required to be paid by Tenant hereunder (in addition to Base Rent) and anycharges or expenses incurred by Landlord on behalf of Tenant under the terms of this Lease shall beconsidered “Additional Rent” payable in the same manner and upon the same terms and conditions asthe Base Rent reserved hereunder except as set forth herein to the contrary (all such Base Rent andAdditional Rent sometimes being referred to collectively herein as “Rent”). Any failure on thepart of Tenant to pay such Additional Rent when and as the same shall become due shall entitleLandlord to the remediesavailable to it for non-payment of Base Rent. Tenant’s obligations for payment of Additional Rentshall begin to accrue on the Lease Commencement Date regardless of the Base Rent Commencement Date.
 
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(c) If applicable in the jurisdiction where the Demised Premises are located, Tenant shall payand be liable for all rental, sales, use and inventory taxes or other similar taxes, if any, on theamounts payable by Tenant hereunder levied or imposed by any city, state, county or othergovernmental body having authority, such payments to be in addition to all other payments requiredto be paid to Landlord by Tenant under the terms of this Lease. Such payment shall be made byTenant directly to such governmental body if billed to Tenant, or if billed to Landlord, suchpayment shall be paid concurrently with the payment of the Base Rent, Additional Rent, or suchother charge upon which the tax is based, all as set forth herein.7. Use of Demised Premises.(a) The Demised Premises shall be used for the Permitted Use set forth in Section 1(l) and forno other purpose.(b) Tenant will permit no liens to attach or exist against the Demised Premises, and shall notcommit any waste.(c) The Demised Premises shall not be used for any illegal purposes, and Tenant shall notallow, suffer, or permit any vibration, noise, odor, light or other effect to occur within oraround the Demised Premises that could constitute a nuisance or trespass for Landlord or anyoccupant of the Building or an adjoining building, its customers, agents, or invitees. Upon noticeby Landlord to Tenant that any of the aforesaid prohibited uses are occurring, Tenant agrees topromptly remove or control the same.(d) Tenant shall not in any way violate any law, ordinance or restrictive covenant affectingthe Demised Premises, and shall not in any manner use the Demised Premises so as to causecancellation of, prevent the use of, or increase the rate of, the fire and extended coverageinsurance policy required hereunder. Landlord makes no (and does hereby expressly disclaim any)covenant, representation or warranty as to the Permitted Use being allowed by or being incompliance with any applicable laws, rules, ordinances or restrictive covenants now or hereafteraffecting the Demised Premises, and any zoning letters, copies of zoning ordinances or otherinformation from any governmental agency or other third party provided to Tenant by Landlord or anyof Landlord’s agents or employees shall be for informational purposes only, Tenant hereby expresslyacknowledging and agreeing that Tenant shall conduct and rely solely on its own due diligence andinvestigation with respect to the compliance of the Permitted Use with all such applicable laws,rules, ordinances and restrictive covenants and not on any such information provided by Landlord orany of its agents or employees.(e) In the event insurance premiums pertaining to the Demised Premises, the Building, or theBuilding Common Area, whether paid by Landlord or Tenant, are increased over the least hazardousrate available due to the nature of the use of the Demised Premises by Tenant, Tenant shall paysuch additional amount as Additional Rent.8. Insurance.(a) Tenant covenants and agrees that from and after the Lease Commencement Date or any earlierdate upon which Tenant enters or occupies the Demised Premises or any portion thereof, Tenant willcarry and maintain, at its sole cost and expense, the following types of insurance, in the amountsspecified and in the form hereinafter provided for:(i) Liability insurance in the Commercial General Liability form (including Broad FormProperty Damage and Contractual Liabilities or reasonable equivalent thereto) covering the DemisedPremises and Tenant’s use thereof against claims for bodily injury or death, property damage andproduct liability occurring upon, in or about the Demised Premises, such insurance to be written onan occurrence basis (not a claims made basis), to be in combined single limits amounts not lessthan $3,000,000.00 and to have general aggregate limits of not less than $10,000,000.00 for eachpolicy year. The insurance coverage required under this Section 8(a)(i) shall, in addition, extendto any liability of Tenant arising out of the indemnities provided for in Section 11 and, ifnecessary, the policy shall contain a contractual endorsement to that effect.(ii) Insurance covering (A) all of the items included in the leasehold improvementsconstructed in the Demised Premises by or at the expense of Landlord (collectively, the“Improvements”), including but not limited to demising walls and the heating, ventilating and airconditioning system and (B) Tenant’s trade fixtures, merchandise and personal property from time totime in, on or upon the Demised Premises, in an amount not less than one hundred percent (100%) oftheir full replacement value from time to time during the Term, providing protection against perilsincluded within the standard form of “Special Form” fire and casualty insurance policy, togetherwith insurance against sprinkler damage, vandalism and malicious mischief. Any policy proceedsfrom such insurance relating to the Improvements shall be used solely for the repair, constructionand restoration or replacement of the Improvements damaged or destroyed unless this Lease shallcease and terminate under the provisions of Section 20.
 
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(b) All policies of the insurance provided for in Section 8(a) shall be issued in formreasonably acceptable to Landlord by insurance companies with a rating of not less than “A,” andfinancial size of not less than Class XII, in the most current available “Best’s InsuranceReports”, and licensed to do business in the state in which the Building is located. Each andevery such policy:(i) shall name Landlord, Lender (as defined in Section 24), and any other party reasonablydesignated by Landlord, as an additional insured. In addition, the coverage described in Section8(a)(ii)(A) relating to the Improvements shall also name Landlord as “loss payee”;(ii) shall be delivered to Landlord, in the form of an insurance certificate acceptable toLandlord as evidence of such policy, prior to the Lease Commencement Date and thereafter withinthirty (30) days prior to the expiration of each such policy, and, as often as any such policyshall expire or terminate. Renewal or additional policies shall be procured and maintained byTenant in like manner and to like extent;(iii) shall contain a provision that the insurer will give to Landlord and such other partiesin interest at least thirty (30) days notice in writing in advance of any material change,cancellation, termination or lapse, or the effective date of any reduction in the amounts ofinsurance; and(iv) shall be written as a primary policy which does not contribute to and is not in excess ofcoverage which Landlord may carry.(c) In the event that Tenant shall fail to carry and maintain the insurance coverages setforth in this Section 8, Landlord may upon thirty (30) days notice to Tenant (unless such coverageswill lapse in which event no such notice shall be necessary) procure such policies of insurance andTenant shall promptly reimburse Landlord therefor.(d) Notwithstanding anything to the contrary contained in this Lease, Landlord and Tenanthereby waive any rights each may have against the other on account of any loss or damage occasionedto Landlord or Tenant, as the case may be, their respective property, the Demised Premises, itscontents or to the other portions of the Building, arising from any risk covered by “Special Form”fire and extended coverage insurance of the type and amount required to be carried hereunder,provided that such waiver does not invalidate such policies or prohibit recovery thereunder. Theparties hereto shall cause their respective insurance companies insuring the property of eitherLandlord or Tenant against any such loss, to waive any right of subrogation that such insurers mayhave against Landlord or Tenant, as the case may be.9. Utilities. During the Term, Tenant shall promptly pay as billed to Tenant all rentsand charges for water and sewer services and all costs and charges for gas, steam, electricity,fuel, light, power, telephone, heat and any other utility or service used or consumed in orservicing the Demised Premises and all other costs and expenses involved in the care, managementand use thereof as charged by the applicable utility companies. All such utilities, except forsewer and water, shall be separately metered and billed to Tenant, and Tenant shall establish anaccount with the utility provider with respect to each such separately metered utility. Sewer andwater shall not be separately metered, and shall be billed to Tenant by Landlord, at Landlord’sactual cost, in an amount equal to a reasonable estimation of such utilities actually used byTenant. Tenant’s obligation for payment of all utilities shall commence on the earlier of theLease Commencement Date or the date of Tenant’s actual occupancy of all or any portion of theDemised Premises, including any period of occupancy prior to the Lease Commencement Date,regardless of whether or not Tenant conducts business operations during such period of occupancy.In the event Tenant’s use of any utility not separately metered is in excess of the average use byother tenants, Landlord shall have the right to install a meter for such utility, at Tenant’sexpense, and bill Tenant for Tenant’s actual use. If Tenant fails to pay any utility bills orcharges, Landlord may, at its option and upon reasonable notice to Tenant, pay the same and in suchevent, the amount of such payment, together with interest thereon at the Interest Rate as definedin Section 32 from the date of such payment by Landlord, will be added to Tenant’s next payment dueas Additional Rent.10. Maintenance and Repairs.(a) Tenant shall, at its own cost and expense, maintain in good condition and repair andreplace as necessary the interior of the Demised Premises, including but not limited to theheating, air conditioning and ventilation systems, glass, windows and doors, sprinkler, allplumbing and sewage systems, fixtures, interior walls, floors (including floor slabs), ceilings,storefronts, plate glass, skylights, all electrical facilities and equipment including, withoutlimitation, lighting fixtures, lamps, fans and any exhaust equipment and systems, electricalmotors, and all other appliances and equipment (including, without limitation, dock levelers, dockshelters, dock seals and dock lighting) of every kind and nature located in, upon or about theDemised Premises, except as to such maintenance, repair and replacement as is the obligation ofLandlord pursuant to Section 10(b). During the Term, Tenant shall maintain in full force andeffect a service contract for the maintenance of the heating, ventilation and air conditioningsystems with an entity reasonably acceptable to Landlord; provided, however, that during the oneyear
 
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period following the Lease Commencement Date, such service contract shall be maintained withthe contractor that installed the heating, ventilation and air conditioning systems and shallprovide for at least two preventive maintenance service calls during such one year period. Tenant shall deliver toLandlord (i) a copy of said service contract prior to the Lease Commencement Date, and (ii)thereafter, a copy of a renewal or substitute service contract within thirty (30) days prior to theexpiration of the existing service contract. Tenant’s obligation shall exclude any maintenance,repair and replacement required because of the act or negligence of Landlord, its employees,contractors or agents, which shall be the responsibility of Landlord.(b) Landlord shall, at its own cost and expense, maintain in good condition and repair thefoundation (beneath the floor slab) and structural frame of the Building. Landlord’s obligationshall exclude the cost of any maintenance or repair required because of the act or negligence ofTenant or any of Tenant’s subsidiaries or affiliates, or any of Tenant’s or such subsidiaries’ oraffiliates’ agents, contractors, employees, licensees or invitees (collectively, “Tenant’sAffiliates”), the cost of which shall be the responsibility of Tenant. Landlord shall never haveany obligation to repair, maintain or replace, pursuant to this subsection 10(b) or any otherprovision of this Lease, any Tenant’s Change (as defined in Section 18 hereof).(c) Unless the same is caused solely by the negligent action or inaction of Landlord, itsemployees or agents, and is not covered by the insurance required to be carried by Tenant pursuantto the terms of this Lease, Landlord shall not be liable to Tenant or to any other person for anydamage occasioned by failure in any utility system or by the bursting or leaking of any vessel orpipe in or about the Demised Premises, or for any damage occasioned by water coming into theDemised Premises or arising from the acts or neglects of occupants of adjacent property or thepublic.11. Tenant’s Personal Property; Indemnity. All of Tenant’s personal property in theDemised Premises shall be and remain at Tenant’s sole risk. Landlord, its agents, employees andcontractors, shall not be liable for, and Tenant hereby releases Landlord from, any and allliability for theft thereof or any damage thereto occasioned by any act of God or by any acts,omissions or negligence of any persons. Landlord, its agents, employees and contractors, shall notbe liable for any injury to the person or property of Tenant or other persons in or about theDemised Premises, Tenant expressly agreeing to indemnify and save Landlord, its agents, employeesand contractors, harmless, in all such cases, except, in the case of personal injury only, to theextent caused by the negligence of Landlord, its agents, employees and contractors. Tenant furtheragrees to indemnify and reimburse Landlord for any costs or expenses, including, withoutlimitation, attorneys’ fees, that Landlord reasonably may incur in investigating, handling orlitigating any such claim against Landlord by a third person, unless such claim arose from thenegligence of Landlord, its agents, employees or contractors. The provisions of this Section 11shall survive the expiration or earlier termination of this Lease with respect to any damage,injury or death occurring before such expiration or termination.12. Tenant’s Fixtures. Tenant shall have the right to install in the Demised Premisestrade fixtures required by Tenant or used by it in its business, and if installed by Tenant, toremove any or all such trade fixtures from time to time during and upon termination or expirationof this Lease, provided no Event of Default, as defined in Section 22, then exists;provided, however, that Tenant shall repair and restore any damage or injury to theDemised Premises (to the condition in which the Demised Premises existed prior to suchinstallation) caused by the installation and/or removal of any such trade fixtures.13. Signs. No sign, advertisement or notice shall be inscribed, painted, affixed, ordisplayed on the windows or exterior walls of the Demised Premises or on any public area of theBuilding, except in such places, numbers, sizes, colors and styles as are approved in advance inwriting by Landlord, and which conform to all applicable laws, ordinances, or covenants affectingthe Demised Premises. Any and all signs installed or constructed by or on behalf of Tenantpursuant hereto shall be installed, maintained and removed by Tenant at Tenant’s sole cost andexpense.14. Reserved15. Governmental Regulations. Tenant shall promptly comply throughout the Term, atTenant’s sole cost and expense, with all present and future laws, ordinances, orders, rules,regulations or requirements of all federal, state and municipal governments and appropriatedepartments, commissions, boards and officers thereof (collectively, “Governmental Requirements”)relating to (a) all or any part of the Demised Premises, and (b) the use or manner of use of theDemised Premises and the Building Common Area. Tenant shall also observe and comply with therequirements of all policies of public liability, fire and other policies of insurance at any timein force with respect to the Demised Premises. Without limiting the foregoing, if as a result ofone or more Governmental Requirements it is necessary, from time to time during the Term, toperform an alteration or modification of the Demised Premises, the Building or the Building CommonArea (a “Code Modification”) which is made necessary as a result of the specific use being made byTenant of the Demised Premises or a Tenant’s Change, then such Code Modification shall be the soleand exclusive responsibility of Tenant in all respects; any such Code Modification shall bepromptly performed by Tenant at its expense in accordance with the applicable GovernmentalRequirement and with Section 18 hereof. If as a result of one or more Governmental Requirements itis necessary from time to time during the Term to perform a Code Modification which (i)
 
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would becharacterized as a capital expenditure under generally accepted accounting principles and (ii) isnot made necessary as a result of the specific use being made by Tenant of the Demised Premises (asdistinguished from an alteration ormodification which would be required to be made by the owner of any warehouse-office buildingcomparable to the Building irrespective of the use thereof by any particular occupant) or aTenant’s Change, then (a) Landlord shall have the obligation to perform the Code Modification atits expense, (b) the cost of such Code Modification shall be amortized on a straight-line basisover the useful life of the item in question, as reasonably determined by Landlord, and (c) Tenantshall be obligated to pay (as Additional Rent, payable in the same manner and upon the same termsand conditions as the Base Rent reserved hereunder) for (i) Tenant’s proportionate share (based onTenant’s Operating Expense Percentage) of the portion of such amortized costs attributable to theremainder of the Term, including any extensions thereof, with respect to any Code Modificationrespecting the Building or the Building Common Area, and (ii) the entire portion of such amortizedcosts attributable to the remainder of the Term, including any extensions thereof, with respect toany Code Modification respecting the Demised Premises. Tenant shall promptly send to Landlord acopy of any written notice received by Tenant requiring a Code Modification.16. Environmental Matters.(a) For purposes of this Lease:(i) “Contamination” as used herein means the presence of or release of Hazardous Substances(as hereinafter defined) into any environmental media from, upon, within, below, into or on anyportion of the Demised Premises, the Building, the Building Common Area or the Project so as torequire remediation, cleanup or investigation under any applicable Environmental Law (ashereinafter defined).(ii) “Environmental Laws” as used herein means all federal, state, and local laws,regulations, orders, permits, ordinances or other requirements, which exist now or as may existhereafter, concerning protection of human health, safety and the environment, all as may be amendedfrom time to time including, without limitation, the Comprehensive Environmental Response,Compensation and Liability Act, 42 U.S.C. 9601 et seq. (“CERCLA”) and the Resource Conservation andRecovery Act, 42 U.S.C. 6901 et seq. (“RCRA”).(iii) “Hazardous Substances” as used herein means any hazardous or toxic substance, material,chemical, pollutant, contaminant or waste as those terms are defined by any applicableEnvironmental Laws and any solid wastes, polychlorinated biphenyls, urea formaldehyde, asbestos,radioactive materials, radon, explosives, petroleum products and oil.(b) Landlord represents that, except as revealed to Tenant in writing by Landlord, toLandlord’s actual knowledge, Landlord has not treated, stored or disposed of any HazardousSubstances upon or within the Demised Premises, nor, to Landlord’s actual knowledge, has anypredecessor owner of the Demised Premises.(c) Tenant covenants that all its activities, and the activities of Tenant’s Affiliates (asdefined in Section 10(b)), on the Demised Premises, the Building, or the Project during the Termwill be conducted in compliance with Environmental Laws. Tenant warrants that it is currently incompliance with all applicable Environmental Laws and that there are no pending or threatenednotices of deficiency, notices of violation, orders, or judicial or administrative actionsinvolving alleged violations by Tenant of any Environmental Laws. Tenant, at Tenant’s sole costand expense, shall be responsible for obtaining all permits or licenses or approvals underEnvironmental Laws necessary for Tenant’s operation of its business on the Demised Premises andshall make all notifications and registrations required by any applicable Environmental Laws.Tenant, at Tenant’s sole cost and expense, shall at all times comply with the terms and conditionsof all such permits, licenses, approvals, notifications and registrations and with any otherapplicable Environmental Laws. Tenant warrants that it has obtained all such permits, licenses orapprovals and made all such notifications and registrations required by any applicableEnvironmental Laws necessary for Tenant’s operation of its business on the Demised Premises.(d) Tenant shall not cause or permit any Hazardous Substances to be brought upon, kept or usedin or about the Demised Premises, the Building, or the Project without the prior written consent ofLandlord, which consent shall not be unreasonably withheld; provided, however, thatthe consent of Landlord shall not be required for the use at the Demised Premises of cleaningsupplies, toner for photocopying machines and other similar materials, in containers and quantitiesreasonably necessary for and consistent with normal and ordinary use by Tenant in the routineoperation or maintenance of Tenant’s office equipment or in the routine janitorial service,cleaning and maintenance for the Demised Premises. For purposes of this Section 16, Landlord shallbe deemed to have reasonably withheld consent if Landlord determines that the presence of suchHazardous Substance within the Demised Premises could result in a risk of harm to person orproperty or otherwise negatively affect the value or marketability of the Building or the Project.(e) Tenant shall not cause or permit the release of any Hazardous Substances by Tenant orTenant’s Affiliates into any environmental media such as air, water or land, or into or on theDemised Premises, the Building or the Project in any manner that violates any Environmental Laws.If
 
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such release shall occur, Tenant shall (i) take all steps reasonably necessary to contain andcontrol such release and any associated Contamination, (ii) clean up or otherwise remedy suchrelease and any associated Contamination to the extent required by, and take any and all other actions required under,applicable Environmental Laws and (iii) notify and keep Landlord reasonably informed of suchrelease and response.(f) Regardless of any consents granted by Landlord pursuant to Section 16(d) allowingHazardous Substances upon the Demised Premises, Tenant shall under no circumstances whatsoevercause or permit (i) any activity on the Demised Premises which would cause the Demised Premises tobecome subject to regulation as a hazardous waste treatment, storage or disposal facility underRCRA or the regulations promulgated thereunder, (ii) the discharge of Hazardous Substances into thestorm sewer system serving the Project or (iii) the installation of any underground storage tank orunderground piping on or under the Demised Premises.(g) Tenant shall and hereby does indemnify Landlord and hold Landlord harmless from andagainst any and all expense, loss, and liability suffered by Landlord (except to the extent thatsuch expenses, losses, and liabilities arise out of Landlord’s own negligence or willful act), byreason of the storage, generation, release, handling, treatment, transportation, disposal, orarrangement for transportation or disposal, of any Hazardous Substances (whether accidental,intentional, or negligent) by Tenant or Tenant’s Affiliates or by reason of Tenant’s breach of anyof the provisions of this Section 16. Such expenses, losses and liabilities shall include, withoutlimitation, (i) any and all expenses that Landlord may incur to comply with any Environmental Laws;(ii) any and all costs that Landlord may incur in studying or remedying any Contamination at orarising from the Demised Premises, the Building, or the Project; (iii) any and all costs thatLandlord may incur in studying, removing, disposing or otherwise addressing any HazardousSubstances; (iv) any and all fines, penalties or other sanctions assessed upon Landlord; and (v)any and all legal and professional fees and costs incurred by Landlord in connection with theforegoing. The indemnity contained herein shall survive the expiration or earlier termination ofthis Lease.17. AS-IS. Tenant hereby accepts the Demised Premises AS IS, WHERE IS, and assuitable for the purposes for which the same are leased hereby and hereby expressly acknowledgesand agrees that Landlord has no obligation to make any improvements to the Demised Premises.18. Tenant Alterations and Additions.(a) Tenant shall not make or permit to be made any alterations, improvements, or additions tothe Demised Premises (a “Tenant’s Change”), without first obtaining on each occasion Landlord’sprior written consent (which consent Landlord agrees not to unreasonably withhold) and Lender’sprior written consent (if such consent is required). As part of its approval process, Landlord mayrequire that Tenant submit plans and specifications to Landlord, for Landlord’s approval ordisapproval, which approval shall not be unreasonably withheld. All Tenant’s Changes shall beperformed in accordance with all legal requirements applicable thereto and in a good andworkmanlike manner with first-class materials. Tenant shall maintain insurance reasonablysatisfactory to Landlord during the construction of all Tenant’s Changes. If Landlord at the timeof giving its approval to any Tenant’s Change notifies Tenant in writing that approval isconditioned upon restoration, then Tenant shall, at its sole cost and expense and at Landlord’soption upon the termination or expiration of this Lease, remove the same and restore the DemisedPremises to its condition prior to such Tenant’s Change. No Tenant’s Change shall be structural innature or impair the structural strength of the Building or reduce its value. Tenant shall pay thefull cost of any Tenant’s Change and shall give Landlord such reasonable security as may berequested by Landlord to insure payment of such cost. Except as otherwise provided herein and inSection 12, all Tenant’s Changes and all repairs and all other property attached to or installed onthe Demised Premises by or on behalf of Tenant shall immediately upon completion or installationthereof be and become part of the Demised Premises and the property of Landlord without paymenttherefor by Landlord and shall be surrendered to Landlord upon the expiration or earliertermination of this Lease.(b) To the extent permitted by law, all of Tenant’s contracts and subcontracts for suchTenant’s Changes shall provide that no lien shall attach to or be claimed against the DemisedPremises or any interest therein other than Tenant’s leasehold interest in the Demised Premises,and that all subcontracts let thereunder shall contain the same provision. Whether or not Tenantfurnishes the foregoing, Tenant agrees to hold Landlord harmless from, and defend against (withlegal counsel acceptable to Landlord) all liens, claims and liabilities of every kind, nature anddescription which may arise out of or in any way be connected with such work. Tenant shall notpermit the Demised Premises to become subject to any mechanics’, laborers’ or materialmen’s lien onaccount of labor, material or services furnished to Tenant or claimed to have been furnished toTenant in connection with work of any character performed or claimed to have been performed for theDemised Premises by, or at the direction or sufferance of Tenant and if any such liens are filedagainst the Demised Premises, Tenant shall promptly discharge the same; provided,however, that Tenant shall have the right to contest, in good faith and with reasonablediligence, the validity of any such lien or claimed lien if Tenant shall give to Landlord, withinfifteen days after demand, such security as may be reasonably satisfactory to Landlord to assurepayment thereof and to prevent any sale, foreclosure, or forfeiture of Landlord’s interest in theDemised Premises by reason of non-payment thereof; provided further that on final determination ofthe lien or claim for lien, Tenant shall immediately pay any judgment rendered, with all propercosts and charges, and shall have the lien released and any judgment satisfied. If Tenant fails topost such security or does not diligently contest
 
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such lien, Landlord may, without investigation ofthe validity of the lien claim, discharge such lien and Tenant shall reimburse Landlord upon demandfor all costs and expenses incurred in connection therewith, which expenses shall include anyattorneys’ fees, paralegals’ fees and any and all costs associated therewith,including litigation through all trial and appellate levels and any costs in posting bond to effecta discharge or release of the lien. Nothing contained in this Lease shall be construed as aconsent on the part of Landlord to subject the Demised Premises to liability under any lien law nowor hereafter existing of the state in which the Demised Premises are located, including, but notlimited to the Construction Lien Law of the State of Florida, for Demised Premises in the State ofFlorida. For Demised Premises which are located in the State of Florida, Landlord hereby advisesTenant that pursuant to the provisions of Chapter 713, Florida Statutes, Tenant has the obligationto advise Tenant’s contractors of the existence of this Section of the Lease. If Tenant fails toso notify Tenant’s contractors, it may render Tenant’s contract(s) with such contractors voidableat the option of Tenant’s contractors.19. Services by Landlord. Landlord shall be responsible for providing for maintenanceof the Building Common Area, and, except as required by Section 10(b) hereof or as otherwisespecifically provided for herein, Landlord shall be responsible for no other services whatsoever.Tenant, by payment of Tenant’s share of the Operating Expenses, shall pay Tenant’s pro rata shareof the expenses incurred by Landlord hereunder.20. Fire and Other Casualty. In the event the Demised Premises are damaged by fire orother casualty insured by Landlord, Landlord agrees to promptly restore and repair the DemisedPremises at Landlord’s expense, including the Improvements to be insured by Tenant, but only to theextent Landlord receives insurance proceeds therefor, including the proceeds from the insurancerequired to be carried by Tenant on the Improvements. Notwithstanding the foregoing, in the eventthat the Demised Premises are (i) in the reasonable opinion of Landlord, so destroyed that theycannot be repaired or rebuilt within two hundred seventy (270) days after the date of such damage;or (ii) destroyed by a casualty which is not covered by Landlord’s insurance, or if such casualtyis covered by Landlord’s insurance but Lender or other party entitled to insurance proceeds failsto make such proceeds available to Landlord in an amount sufficient for restoration of the DemisedPremises, then Landlord shall give written notice to Tenant of such determination (the“Determination Notice”) within sixty (60) days of such casualty. Either Landlord or Tenant mayterminate and cancel this Lease effective as of the date of such casualty by giving written noticeto the other party within thirty (30) days after Tenant’s receipt of the Determination Notice.Upon the giving of such termination notice, all obligations hereunder with respect to periods fromand after the effective date of termination shall thereupon cease and terminate. If no suchtermination notice is given, Landlord shall, to the extent of the available insurance proceeds,make such repair or restoration of the Demised Premises to the approximate condition existing priorto such casualty, promptly and in such manner as not to unreasonably interfere with Tenant’s useand occupancy of the Demised Premises (if Tenant is still occupying the Demised Premises). BaseRent and Additional Rent shall proportionately abate during the time that the Demised Premises orany part thereof are unusable by reason of any such damage thereto.21. Condemnation.(a) If all of the Demised Premises is taken or condemned for a public or quasi-public use, orif a material portion of the Demised Premises is taken or condemned for a public or quasi-publicuse and the remaining portion thereof is not usable by Tenant in the reasonable opinion ofLandlord, this Lease shall terminate as of the earlier of the date title to the condemned realestate vests in the condemnor or the date on which Tenant is deprived of possession of the DemisedPremises. In such event, the Base Rent herein reserved and all Additional Rent and other sumspayable hereunder shall be apportioned and paid in full by Tenant to Landlord to that date, allBase Rent, Additional Rent and other sums payable hereunder prepaid for periods beyond that dateshall forthwith be repaid by Landlord to Tenant, and neither party shall thereafter have anyliability hereunder, except that any obligation or liability of either party, actual or contingent,under this Lease which has accrued on or prior to such termination date shall survive.(b) If only part of the Demised Premises is taken or condemned for a public or quasi-publicuse and this Lease does not terminate pursuant to Section 21(a), Landlord shall, to the extent ofthe award it receives, restore the Demised Premises to a condition and to a size as nearlycomparable as reasonably possible to the condition and size thereof immediately prior to thetaking, and there shall be an equitable adjustment to the Base Rent and Additional Rent based onthe actual loss of use of the Demised Premises suffered by Tenant from the taking.(c) Landlord shall be entitled to receive the entire award in any proceeding with respect toany taking provided for in this Section 21, without deduction therefrom for any estate vested inTenant by this Lease, and Tenant shall receive no part of such award. Nothing herein containedshall be deemed to prohibit Tenant from making a separate claim, against the condemnor, to theextent permitted by law, for the value of Tenant’s moveable trade fixtures, machinery and movingexpenses, provided that the making of such claim shall not and does not adversely affect ordiminish Landlord’s award.22. Tenant’s Default.(a) The occurrence of any one or more of the following events shall constitute an “Event ofDefault” of Tenant under this Lease:
 
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(i) if Tenant fails to pay Base Rent or any Additional Rent hereunder as and when such rentbecomes due and such failure shall continue for more than five (5) daysafter Landlord gives written notice to Tenant of such failure (provided, however, that if paymentof any Base Rent or Additional Rent required hereunder is by check, and following deposit thereofsuch check is rejected or returned due to insufficient funds, then such event shall constitute animmediate Event of Default and no such five (5) day notice and cure period shall be required);(ii) if Tenant fails to pay Base Rent or any Additional Rent on time more than three (3) timesin any period of twelve (12) months, notwithstanding that such payments have been made within theapplicable cure period;(iii) if the Demised Premises become vacant, deserted, or abandoned for more than ten (10)consecutive days or if Tenant fails to take possession of the Demised Premises on the LeaseCommencement Date or promptly thereafter;(iv) if Tenant permits to be done anything which creates a lien upon the Demised Premises andfails to discharge or bond such lien, or post security with Landlord acceptable to Landlord withinthirty (30) days after receipt by Tenant of written notice thereof;(v) if Tenant fails to maintain in force all policies of insurance required by this Lease andsuch failure shall continue for more than ten (10) days after Landlord gives Tenant written noticeof such failure;(vi) if any petition is filed by or against Tenant or any guarantor of this Lease under anypresent or future section or chapter of the Bankruptcy Code, or under any similar law or statute ofthe United States or any state thereof (which, in the case of an involuntary proceeding, is notpermanently discharged, dismissed, stayed, or vacated, as the case may be, within sixty (60) daysof commencement), or if any order for relief shall be entered against Tenant or any guarantor ofthis Lease in any such proceedings;(vii) if Tenant or any guarantor of this Lease becomes insolvent or makes a transfer in fraudof creditors or makes an assignment for the benefit of creditors;(viii) if a receiver, custodian, or trustee is appointed for the Demised Premises or for allor substantially all of the assets of Tenant or of any guarantor of this Lease, which appointmentis not vacated within sixty (60) days following the date of such appointment; or(ix) if Tenant fails to perform or observe any other term of this Lease and such failure shallcontinue for more than thirty (30) days after Landlord gives Tenant written notice of such failure,or, if such failure cannot be corrected within such thirty (30) day period, if Tenant does notcommence to correct such default within said thirty (30) day period and thereafter diligentlyprosecute the correction of same to completion within a reasonable time.(b) Upon the occurrence of any one or more Events of Default, Landlord may, at Landlord’soption, without any demand or notice whatsoever (except as expressly required in this Section 22):(i) Terminate this Lease by giving Tenant notice of termination, in which event this Leaseshall expire and terminate on the date specified in such notice of termination and all rights ofTenant under this Lease and in and to the Demised Premises shall terminate. Tenant shall remainliable for all obligations under this Lease arising up to the date of such termination, and Tenantshall surrender the Demised Premises to Landlord on the date specified in such notice; or(ii) Terminate this Lease as provided in Section 22(b)(i) hereof and recover from Tenant alldamages Landlord may incur by reason of Tenant’s default, including, without limitation, an amountwhich, at the date of such termination, is calculated as follows: (1) the value of the excess, ifany, of (A) the Base Rent, Additional Rent and all other sums which would have been payablehereunder by Tenant for the period commencing with the day following the date of such terminationand ending with the Expiration Date had this Lease not been terminated (the “Remaining Term”), over(B) the aggregate reasonable rental value of the Demised Premises for the Remaining Term (whichexcess, if any shall be discounted to present value at the “Treasury Yield” as defined below forthe Remaining Term); plus (2) the costs of recovering possession of the Demised Premisesand all other expenses incurred by Landlord due to Tenant’s default, including, without limitation,reasonable attorney’s fees; plus (3) the unpaid Base Rent and Additional Rent earned as ofthe date of termination plus any interest and late fees due hereunder, plus other sums of money anddamages owing on the date of termination by Tenant to Landlord under this Lease or in connectionwith the Demised Premises. The amount as calculated above shall be deemed immediately due andpayable. The payment of the amount calculated in subparagraph (ii)(1) shall not be deemed apenalty but shall merely constitute payment of liquidated damages, it being understood andacknowledged by Landlord and Tenant that actual damages to Landlord are extremely difficult, if notimpossible, to ascertain. “Treasury Yield” shall mean the rate of return in percent per annum ofTreasury Constant Maturities for the length of time specified as published in document H.15(519)(presently
 
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published by the Board of Governors of the U.S. Federal Reserve System titled “FederalReserve Statistical Release”) for the calendar week immediately preceding the calendar week inwhich the termination occurs. If the rate of return of Treasury Constant Maturities for thecalendar week in question is not published on or before the businessday preceding the date of the Treasury Yield in question is to become effective, then the TreasuryYield shall be based upon the rate of return of Treasury Constant Maturities for the length of timespecified for the most recent calendar week for which such publication has occurred. If no rate ofreturn for Treasury Constant Maturities is published for the specific length of time specified, theTreasury Yield for such length of time shall be the weighted average of the rates of return ofTreasury Constant Maturities most nearly corresponding to the length of the applicable periodspecified. If the publishing of the rate of return of Treasury Constant Maturities is everdiscontinued, then the Treasury Yield shall be based upon the index which is published by the Boardof Governors of the U.S. Federal Reserve System in replacement thereof or, if no such replacementindex is published, the index which, in Landlord’s reasonable determination, most nearlycorresponds to the rate of return of Treasury Constant Maturities. In determining the aggregatereasonable rental value pursuant to subparagraph (ii)(1)(B) above, the parties hereby agree that,at the time Landlord seeks to enforce this remedy, all relevant factors should be considered,including, but not limited to, (a) the length of time remaining in the Remaining Term,(b) the then current market conditions in the general area in which the Building is located, (c)the likelihood of reletting the Demised Premises for a period of time equal to the remainder of theTerm, (d) the net effective rental rates then being obtained by landlords for similar type space ofsimilar size in similar type buildings in the general area in which the Building is located, (e)the vacancy levels in the general area in which the Building is located, (f) current levels of newconstruction that will be completed during the Remaining Term and how this construction will likelyaffect vacancy rates and rental rates and (g) inflation; or(iii) Without terminating this Lease, declare immediately due and payable the sum of thefollowing: (1) the present value (calculated using the “Treasury Yield”) of all Base Rent andAdditional Rent due and coming due under this Lease for the entire Remaining Term (as if by theterms of this Lease they were payable in advance), plus (2) the cost of recovering and relettingthe Demised Premises and all other expenses incurred by Landlord in connection with Tenant’sdefault, plus (3) any unpaid Base Rent, Additional Rent and other rentals, charges, assessments andother sums owing by Tenant to Landlord under this Lease or in connection with the Demised Premisesas of the date this provision is invoked by Landlord, plus (4) interest on all such amounts fromthe date due at the Interest Rate, and Landlord may immediately proceed to distrain, collect, orbring action for such sum, or may file a proof of claim in any bankruptcy or insolvency proceedingsto enforce payment thereof; provided, however, that such payment shall not be deemed a penalty orliquidated damages, but shall merely constitute payment in advance of all Base Rent and AdditionalRent payable hereunder throughout the Term, and provided further, however, that upon Landlordreceiving such payment, Tenant shall be entitled to receive from Landlord all rents received byLandlord from other assignees, tenants and subtenants on account of said Demised Premises duringthe remainder of the Term (provided that the monies to which Tenant shall so become entitled shallin no event exceed the entire amount actually paid by Tenant to Landlord pursuant to thissubparagraph (iii)), less all costs, expenses and attorneys’ fees of Landlord incurred but not yetreimbursed by Tenant in connection with recovering and reletting the Demised Premises; or(iv) Without terminating this Lease, in its own name but as agent for Tenant, enter into andupon and take possession of the Demised Premises or any part thereof. Any property remaining inthe Demised Premises may be removed and stored in a warehouse or elsewhere at the cost of, and forthe account of, Tenant without Landlord being deemed guilty of trespass or becoming liable for anyloss or damage which may be occasioned thereby unless caused by Landlord’s negligence. Thereafter,Landlord may, but shall not be obligated to, lease to a third party the Demised Premises or anyportion thereof as the agent of Tenant upon such terms and conditions as Landlord may deemnecessary or desirable in order to relet the Demised Premises. The remainder of any rentalsreceived by Landlord from such reletting, after the payment of any indebtedness due hereunder fromTenant to Landlord, and the payment of any costs and expenses of such reletting, shall be held byLandlord to the extent of and for application in payment of future rent owed by Tenant, if any, asthe same may become due and payable hereunder. If such rentals received from such reletting shallat any time or from time to time be less than sufficient to pay to Landlord the entire sums thendue from Tenant hereunder, Tenant shall pay any such deficiency to Landlord. Notwithstanding anysuch reletting without termination, Landlord may at any time thereafter elect to terminate thisLease for any such previous default provided same has not been cured; or(v) Without terminating this Lease, and with or without notice to Tenant, enter into and uponthe Demised Premises and, without being liable for prosecution or any claim for damages therefor,maintain the Demised Premises and repair or replace any damage thereto or do anything or make anypayment for which Tenant is responsible hereunder. Tenant shall reimburse Landlord immediatelyupon demand for any expenses which Landlord incurs in thus effecting Tenant’s compliance under thisLease and Landlord shall not be liable to Tenant for any damages with respect thereto; or(vi) Without liability to Tenant or any other party and without constituting a constructive oractual eviction, suspend or discontinue furnishing or rendering to Tenant any property, material,labor, utilities or other service, wherever Landlord is obligated to furnish or render the same solong as an Event of Default exists under this Lease; or
 
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(vii) With or without terminating this Lease, allow the Demised Premises to remain unoccupiedand collect rent from Tenant as it comes due; or(viii) Pursue such other remedies as are available at law or equity.(c) If this Lease shall terminate as a result of or while there exists an Event of Defaulthereunder, any funds of Tenant held by Landlord may be applied by Landlord to any damages payableby Tenant (whether provided for herein or by law) as a result of such termination or default.(d) Neither the commencement of any action or proceeding, nor the settlement thereof, norentry of judgment thereon shall bar Landlord from bringing subsequent actions or proceedings fromtime to time, nor shall the failure to include in any action or proceeding any sum or sums then duebe a bar to the maintenance of any subsequent actions or proceedings for the recovery of such sumor sums so omitted.(e) No agreement to accept a surrender of the Demised Premises and no act or omission byLandlord or Landlord’s agents during the Term shall constitute an acceptance or surrender of theDemised Premises unless made in writing and signed by Landlord. No re-entry or taking possessionof the Demised Premises by Landlord shall constitute an election by Landlord to terminate thisLease unless a written notice of such intention is given to Tenant. No provision of this Leaseshall be deemed to have been waived by either party unless such waiver is in writing and signed bythe party making such waiver. Landlord’s acceptance of Base Rent or Additional Rent in full or inpart following an Event of Default hereunder shall not be construed as a waiver of such Event ofDefault. No custom or practice which may grow up between the parties in connection with the termsof this Lease shall be construed to waive or lessen either party’s right to insist upon strictperformance of the terms of this Lease, without a written notice thereof to the other party.(f) If an Event of Default shall occur, Tenant shall pay to Landlord, on demand, all expensesincurred by Landlord as a result thereof, including reasonable attorneys’ fees, court costs andexpenses actually incurred.(g) Tenant expressly waives all of the following: (i) the requirement under Chapter 83.12 ofthe Florida Statutes that the plaintiff in his distress for rent action file a bond payable to theTenant in at least double the sum demanded by the plaintiff, it being understood that no bond shallbe required in any such action; (ii) the right of Tenant under Chapter 83.14 of the FloridaStatutes to replevy distrained property; (iii) in the event of suit by or against Landlord, thenthe venue of such suit shall be in the County in which the Building is located, and the Tenanthereby waives for itself whatever rights it may have in the selection of venue; (iv) trial by juryin connection with the proceedings or claims brought by either of the parties against the other;(v) the right of noncompulsory counterclaim in any action brought by Landlord against Tenant fordamages or for possession of the Demised Premises due to nonpayment of Base Rent or other sumsrequired of Tenant under this Lease; and (vi) the notice requirement set forth in section 83.20 ofthe Florida Statutes.23. Landlord’s Right of Entry. Tenant agrees to permit Landlord and the authorizedrepresentatives of Landlord and of Lender to enter upon the Demised Premises at all reasonabletimes for the purposes of inspecting the Demised Premises and Tenant’s compliance with this Lease,and making any necessary repairs thereto; provided that, except in the case of an emergency,Landlord shall give Tenant reasonable prior notice of Landlord’s intended entry upon the DemisedPremises. Nothing herein shall imply any duty upon the part of Landlord to do any work required ofTenant hereunder, and the performance thereof by Landlord shall not constitute a waiver of Tenant’sdefault in failing to perform it. Landlord shall not be liable for inconvenience, annoyance,disturbance or other damage to Tenant by reason of making such repairs or the performance of suchwork in the Demised Premises or on account of bringing materials, supplies and equipment into orthrough the Demised Premises during the course thereof, and the obligations of Tenant under thisLease shall not thereby be affected; provided, however, that Landlord shall usereasonable efforts not to disturb or otherwise interfere with Tenant’s operations in the DemisedPremises in making such repairs or performing such work. Landlord also shall have the right toenter the Demised Premises at all reasonable times to exhibit the Demised Premises to anyprospective purchaser, mortgagee or tenant thereof.24. Lender’s Rights.(a) For purposes of this Lease:(i) “Lender” as used herein means the holder of a Mortgage;(ii) “Mortgage” as used herein means any or all mortgages, deeds to secure debt, deeds oftrust or other instruments in the nature thereof which may now or hereafter affect or encumberLandlord’s title to the Demised Premises, and any amendments, modifications, extensions or renewalsthereof.
 
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(b) This Lease and all rights of Tenant hereunder are and shall be subject and subordinate tothe lien and security title of any Mortgage. Tenant recognizes and acknowledges the right ofLender to foreclose or exercise the power of sale against the Demised Premises under any Mortgage.(c) Tenant shall, in confirmation of the subordination set forth in Section 24(b) andnotwithstanding the fact that such subordination is self-operative, and no further instrument orsubordinationshall be necessary, upon demand, at any time or times, execute, acknowledge, and deliver toLandlord or to Lender any and all instruments requested by either of them to evidence suchsubordination.(d) At any time during the Term, Lender may, by written notice to Tenant, make this Leasesuperior to the lien of its Mortgage. If requested by Lender, Tenant shall, upon demand, at anytime or times, execute, acknowledge, and deliver to Lender, any and all instruments that may benecessary to make this Lease superior to the lien of any Mortgage.(e) If Lender (or Lender’s nominee, or other purchaser at foreclosure) shall hereafter succeedto the rights of Landlord under this Lease, whether through possession or foreclosure action ordelivery of a new lease, Tenant shall, if requested by such successor, attorn to and recognize suchsuccessor as Tenant’s landlord under this Lease without change in the terms and provisions of thisLease and shall promptly execute and deliver any instrument that may be necessary to evidence suchattornment, provided that such successor shall not be bound by (i) any payment of Base Rent orAdditional Rent for more than one month in advance, except prepayments in the nature of securityfor the performance by Tenant of its obligations under this Lease, and then only if suchprepayments have been deposited with and are under the control of such successor, (ii) anyprovision of any amendment to the Lease to which Lender has not consented, (iii) the defaults ofany prior landlord under this Lease, or (iv) any offset rights arising out of the defaults of anyprior landlord under this Lease. Upon such attornment, this Lease shall continue in full force andeffect as a direct lease between each successor landlord and Tenant, subject to all of the terms,covenants and conditions of this Lease.(f) In the event there is a Mortgage at any time during the Term, Landlord shall, at Tenant’srequest, use reasonable efforts to cause the Lender to enter into a subordination, nondisturbanceand attornment agreement with Tenant reasonably satisfactory to Tenant and consistent with thisSection 24.25. Estoppel Certificate and Financial Statement.(a) Landlord and Tenant agree, at any time, and from time to time, within fifteen (15) daysafter written request of the other, to execute, acknowledge and deliver a statement in writing inrecordable form to the requesting party and/or its designee certifying that: (i) this Lease isunmodified and in full force and effect (or, if there have been modifications, that the same is infull force and effect, as modified), (ii) the dates to which Base Rent, Additional Rent and othercharges have been paid, (iii) whether or not, to the best of its knowledge, there exists anyfailure by the requesting party to perform any term, covenant or condition contained in this Lease,and, if so, specifying each such failure, (iv) (if such be the case) Tenant has unconditionallyaccepted the Demised Premises and is conducting its business therein, and (v) and as to suchadditional matters as may be requested, it being intended that any such statement deliveredpursuant hereto may be relied upon by the requesting party and by any purchaser of title to theDemised Premises or by any mortgagee or any assignee thereof or any party to any sale-leaseback ofthe Demised Premises, or the landlord under a ground lease affecting the Demised Premises.(b) If Landlord desires to finance, refinance, or sell the Building, Tenant and all guarantorsof Tenant’s obligations hereunder, if any, shall deliver to any potential lender or purchaserdesignated by Landlord such financial statements of Tenant and such guarantors as may be reasonablyrequired by such lender or purchaser, including but not limited to Tenant’s financial statementsfor the past 3 years. All such financial statements shall be received by Landlord and such lenderor purchaser in confidence and shall be used only for the purposes herein set forth.26. Landlord Liability. NO OWNER OF THE DEMISED PREMISES, WHETHER OR NOT NAMEDHEREIN, SHALL HAVE LIABILITY HEREUNDER AFTER IT CEASES TO HOLD TITLE TO THE DEMISED PREMISES.NEITHER LANDLORD NOR ANY OFFICER, DIRECTOR, SHAREHOLDER, PARTNER OR PRINCIPAL OF LANDLORD, WHETHERDISCLOSED OR UNDISCLOSED, SHALL BE UNDER ANY PERSONAL LIABILITY WITH RESPECT TO ANY OF THEPROVISIONS OF THIS LEASE. IN THE EVENT LANDLORD IS IN BREACH OR DEFAULT WITH RESPECT TO LANDLORD’SOBLIGATIONS OR OTHERWISE UNDER THIS LEASE, TENANT SHALL LOOK SOLELY TO THE EQUITY OF LANDLORD INTHE BUILDING FOR THE SATISFACTION OF TENANT’S REMEDIES. IT IS EXPRESSLY UNDERSTOOD AND AGREED THATLANDLORD’S LIABILITY UNDER THE TERMS, COVENANTS, CONDITIONS, WARRANTIES AND OBLIGATIONS OF THISLEASE SHALL IN NO EVENT EXCEED LANDLORD’S EQUITY INTEREST IN THE BUILDING.27. Notices. Any notice required or permitted to be given or served by either partyto this Lease shall be deemed given when made in writing, and either (i) personally delivered, (ii)deposited with the United States Postal Service, postage prepaid, by registered or certified mail,return receipt requested, or (iii) delivered by a nationally recognized overnight delivery serviceproviding proof of delivery,
 
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properly addressed to the address set forth in Section 1(m) (as thesame may be changed by giving written notice of the aforesaid in accordance with this Section 27).If any notice mailed is properly addressed with appropriate postage but returned for any reason,such notice shall be deemed to be effective notice and to be given on the date of mailing. Anynotice required or permitted to be given or served by Landlord or Tenant to this Lease may be givenby either an agent, law firm or attorney acting on behalf of Landlord or Tenant.28. Brokers. Tenant represents and warrants to Landlord that, except for thoseparties set forth in Section 1(o) (the “Brokers”), Tenant has not engaged or had any conversationsor negotiations with any broker, finder or other third party concerning the leasing of the DemisedPremises to Tenant who would be entitled to any commission or fee based on the execution of thisLease. Tenant hereby further represents and warrants to Landlord that Tenant is not receiving andis not entitled to receive any rebate, payment or other remuneration, either directly orindirectly, from the Brokers, and that it is not otherwise sharing in or entitled to share in anycommission or fee paid to the Brokers by Landlord or any other party in connection with theexecution of this Lease, either directly or indirectly. Tenant hereby indemnifies Landlord againstand from any claims for any brokerage commissions (except those payable to the Brokers, all ofwhich are payable by Landlord pursuant to a separate agreement) and all costs, expenses andliabilities in connection therewith, including, without limitation, reasonable attorneys’ fees andexpenses, for any breach of the foregoing. The foregoing indemnification shall survive thetermination of this Lease for any reason.29. Assignment and Subleasing.(a) Tenant may not assign, mortgage, pledge, encumber or otherwise transfer this Lease, or anyinterest hereunder, or sublet the Demised Premises, in whole or in part, without on each occasionfirst obtaining the prior express written consent of Landlord, which consent Landlord shall notunreasonably withhold. Any change in control of Tenant resulting from a merger, consolidation,stock transfer or asset sale shall be considered an assignment or transfer which requiresLandlord’s prior written consent. For purposes of this Section 29, by way of example and notlimitation, Landlord shall be deemed to have reasonably withheld consent if Landlord determines (i)that the prospective assignee or subtenant is not of a financial strength similar to Tenant as ofthe Lease Date, (ii) that the prospective assignee or subtenant has a poor business reputation,(iii) that the proposed use of the Demised Premises by such prospective assignee or subtenant(including, without limitation, a use involving the use or handling of Hazardous Substances) willnegatively affect the value or marketability of the Building or the Project or (iv) that theprospective assignee or subtenant is a current tenant in the Project or is a bona-fide third-partyprospective tenant.(b) If Tenant desires to assign this Lease or sublet the Demised Premises or any part thereof,Tenant shall give Landlord written notice no later than forty-five (45) days in advance of theproposed effective date of any proposed assignment or sublease, specifying (i) the name andbusiness of the proposed assignee or sublessee, (ii) the amount and location of the space withinthe Demised Premises proposed to be subleased, (iii) the proposed effective date and duration ofthe assignment or subletting and (iv) the proposed rent or consideration to be paid to Tenant bysuch assignee or sublessee. Tenant shall promptly supply Landlord with financial statements andother information as Landlord may reasonably request to evaluate the proposed assignment orsublease. Landlord shall have a period of thirty (30) days following receipt of such notice andother information requested by Landlord within which to notify Tenant in writing that Landlordelects: (i) to terminate this Lease as to the space so affected as of the proposed effective dateset forth in Tenant’s notice, in which event Tenant shall be relieved of all further obligationshereunder as to such space, except for obligations under Sections 11 and 28 and all otherprovisions of this Lease which expressly survive the termination hereof; or (ii) to permit Tenantto assign or sublet such space; provided, however, that, if the rent rate agreedupon between Tenant and its proposed subtenant is greater than the rent rate that Tenant must payLandlord hereunder for that portion of the Demised Premises, or if any consideration shall bepromised to or received by Tenant in connection with such proposed assignment or sublease (inaddition to rent), then one half (1/2) of such excess rent and other consideration (after paymentof brokerage commissions, attorneys’ fees and other disbursements reasonably incurred by Tenant forsuch assignment and subletting if acceptable evidence of such disbursements is delivered toLandlord) shall be considered Additional Rent owed by Tenant to Landlord, and shall be paid byTenant to Landlord, in the case of excess rent, in the same manner that Tenant pays Base Rent and,in the case of any other consideration, within ten (10) business days after receipt thereof byTenant; or (iii) to refuse, in Landlord’s reasonable discretion (taking into account all relevantfactors including, without limitation, the factors set forth in the Section 29(a) above), toconsent to Tenant’s assignment or subleasing of such space and to continue this Lease in full forceand effect as to the entire Demised Premises. If Landlord should fail to notify Tenant in writingof such election within the aforesaid thirty (30) day period, Landlord shall be deemed to haveelected option (iii) above. Tenant agrees to reimburse Landlord for reasonable legal fees and anyother reasonable costs incurred by Landlord in connection with any requested assignment orsubletting, and such payments shall not be deducted from the Additional Rent owed to Landlordpursuant to subsection (ii) above. Tenant shall deliver to Landlord copies of all documentsexecuted in connection with any permitted assignment or subletting, which documents shall be inform and substance reasonably satisfactory to Landlord and which shall require such assignee toassume performance of all terms of this Lease on Tenant’s part to be performed.
 
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(c) No acceptance by Landlord of any rent or any other sum of money from any assignee,sublessee or other category of transferee shall be deemed to constitute Landlord’s consent to any assignment, sublease, or transfer. Permitted subtenants or assignees shall become liable directlyto Landlord for all obligations of Tenant hereunder, without, however, relieving Tenant of any ofits liability hereunder. No such assignment, subletting, occupancy or collection shall be deemedthe acceptance of the assignee, tenant or occupant, as Tenant, or a release of Tenant from thefurther performance by Tenant of Tenant’s obligations under this Lease. Any assignment or subleaseconsented to by Landlord shall not relieve Tenant (or its assignee) from obtaining Landlord’sconsent to any subsequent assignment or sublease.30. Termination or Expiration.(a) No termination of this Lease prior to the normal ending thereof, by lapse of time orotherwise, shall affect Landlord’s right to collect rent for the period prior to terminationthereof. Notwithstanding anything to the contrary contained herein, if this Lease is rejected inany bankruptcy action or proceeding filed by or against Tenant, and the effective date of rejectionis on or after the date upon which that month’s Rent is due and owing, then the Rent owing underthis Lease for the month during which the effective date of such rejection occurs shall be due andpayable in full and shall not be prorated.(b) At the expiration or earlier termination of the Term of this Lease, Tenant shall surrenderthe Demised Premises and all improvements, alterations and additions thereto, and keys therefor toLandlord, clean and neat, and in the same condition as at the Lease Commencement Date, exceptingnormal wear and tear, condemnation and casualty other than that required to be insured against byTenant hereunder.(c) If Tenant remains in possession of the Demised Premises after expiration of the Term, withor without Landlord’s acquiescence and without any express agreement of the parties, Tenant shallbe a tenant-at-sufferance at the greater of (i) two hundred percent (200%) of the then current fairmarket base rental value of the Demised Premises or (ii) two hundred percent (200%) of the BaseRent in effect at the end of the Term. Tenant shall also continue to pay all other Additional Rentdue hereunder. Notwithstanding the foregoing, there shall be no renewal of this Lease by operationof law or otherwise, and, in addition to and without limiting such rights and remedies as may beavailable to Landlord at law or in equity as a result of Tenant’s holding over beyond the Term,Landlord shall be entitled to exercise any and all rights and remedies available to Landlord inrespect of an Event of Default hereunder (it being agreed that any such holdover shall be deemed animmediate Event of Default hereunder). In addition to the foregoing, Tenant shall be liable forall damages, direct and consequential, incurred by Landlord as a result of such holdover. Noreceipt of money by Landlord from Tenant after the termination of this Lease or Tenant’s right ofpossession of the Demised Premises shall reinstate, continue or extend the Term or Tenant’s rightof possession. The provisions of this subsection 30(c) shall survive the expiration of the Term.31. Relocation. Upon sixty (60) days advance written notice from Landlord to Tenant,Tenant agrees to relocate to other space in the Building or Project designated by Landlord (the“New Space”), provided: (i) the New Space is of similar size and similar configuration to theDemised Premises; (ii) Landlord shall pay all reasonable out-of-pocket expenses in moving Tenant,its property and equipment into the New Space; and (iii) Landlord shall, at its sole cost, renovateor alter the New Space to conform substantially with the Demised Premises. If Landlord movesTenant to the New Space, every term and condition of this Lease shall remain in full force andeffect, except the Base Rent and Additional Rent shall be adjusted pro rata to reflect any decreaseor increase in the square footage of the Demised Premises, and the New Space shall thereafter bedeemed to be the Demised Premises as though Tenant had entered into an express written amendment ofthis Lease with respect thereto.32. Late Payments. In the event any installment of rent, inclusive of Base Rent, orAdditional Rent or other sums due hereunder, if any, is not paid within five (5) days after the duedate therefor, Tenant shall pay an administrative fee (the “Administrative Fee”) equal to fivepercent (5%) of such past due amount, plus interest on the amount past due at the lesser of (i) themaximum interest rate allowed by law or (ii) a rate of fifteen percent (15%) per annum (the“Interest Rate”), in order to defray the additional expenses incurred by Landlord as a result ofsuch late payment. The Administrative Fee is in addition to, and not in lieu of, any of theLandlord’s remedies hereunder.33. Rules and Regulations. Tenant agrees to abide by the rules and regulations setforth on Exhibit D attached hereto, as well as other rules and regulations reasonablypromulgated by Landlord from time to time, so long as such other rules and regulations do notmaterially and adversely affect the rights of Tenant hereunder.34. Quiet Enjoyment. So long as Tenant has not committed an Event of Defaulthereunder, Landlord agrees that Tenant shall have the right to quietly use and enjoy the DemisedPremises for the Term.35. Miscellaneous.(a) The parties hereto hereby covenant and agree that Landlord shall receive the Base Rent,Additional Rent and all other sums payable by Tenant hereinabove provided as net income from theDemised Premises, without any abatement (except as set forth in Section 20 and Section 21),reduction, set-off, counterclaim, defense or deduction whatsoever.
 
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(b) If any clause or provision of this Lease is determined to be illegal, invalid orunenforceable under present or future laws effective during the Term, then and in that event, it isthe intention of the parties hereto that the remainder of this Lease shall not be affected thereby,and that in lieu of such illegal, invalid or unenforceable clause or provision there shall besubstituted a clause or provisionas similar in terms to such illegal, invalid or unenforceable clause or provision as may bepossible and be legal, valid and enforceable.(c) All rights, powers, and privileges conferred hereunder upon the parties hereto shall becumulative, but not restrictive to those given by law.(d) TIME IS OF THE ESSENCE OF THIS LEASE.(e) No failure of Landlord or Tenant to exercise any power given Landlord or Tenant hereunderor to insist upon strict compliance by Landlord or Tenant with its obligations hereunder, and nocustom or practice of the parties at variance with the terms hereof shall constitute a waiver ofLandlord’s or Tenant’s rights to demand exact compliance with the terms hereof.(f) This Lease contains the entire agreement of the parties hereto as to the subject matter ofthis Lease and no prior representations, inducements, letters of intent, promises or agreements,oral or otherwise, between the parties not embodied herein shall be of any force and effect. Anyfuture amendment to this Lease must be in writing and signed by the parties hereto. The masculine(or neuter) pronoun, singular number shall include the masculine, feminine and neuter gender andthe singular and plural number.(g) This contract shall create the relationship of landlord and tenant between Landlord andTenant; no estate shall pass out of Landlord; Tenant has a usufruct, not subject to levy and sale,and not assignable by Tenant except as expressly set forth herein.(h) Under no circumstances shall Tenant have the right to record this Lease or a memorandumthereof.(i) The captions of this Lease are for convenience only and are not a part of this Lease, anddo not in any way define, limit, describe or amplify the terms or provisions of this Lease or thescope or intent thereof.(j) This Lease may be executed in multiple counterparts, each of which shall constitute anoriginal, but all of which taken together shall constitute one and the same agreement.(k) This Lease shall be interpreted under the laws of the State where the Demised Premises arelocated.(l) The parties acknowledge that this Lease is the result of negotiations between the parties,and in construing any ambiguity hereunder no presumption shall be made in favor of either party.No inference shall be made from any item which has been stricken from this Lease other than thedeletion of such item.36. Special Stipulations. The Special Stipulations, if any, attached hereto asExhibit C, are incorporated herein and made a part hereof, and to the extent of anyconflict between the foregoing provisions and the Special Stipulations, the Special Stipulationsshall govern and control.37. Lease Date. For purposes of this Lease, the term “Lease Date” shall mean thelater date upon which this Lease is signed by Landlord and Tenant.38. Authority. If Tenant is not a natural person, Tenant shall cause its corporatesecretary or general partner, as applicable, to execute the certificate attached hereto asExhibit E. Tenant is authorized by all required corporate or partnership action to enterinto this Lease and the individual(s) signing this Lease on behalf of Tenant are each authorized tobind Tenant to its terms.39. No Offer Until Executed. The submission of this Lease by Landlord to Tenant forexamination or consideration does not constitute an offer by Landlord to lease the Demised Premisesand this Lease shall become effective, if at all, only upon the execution and delivery thereof byLandlord and Tenant. Execution and delivery of this Lease by Tenant to Landlord constitutes anoffer to lease the Demised Premises on the terms contained herein. The offer by Tenant will beirrevocable until 6:00 p.m. Eastern time for fifteen (15) days after the date of execution of thisLease by Tenant and delivery to Landlord.40. Radon Disclosure. Radon is a naturally occurring radioactive gas that, when ithas accumulated in a building in sufficient quantities may present health risks to persons who areexposed to it over a period of time. Levels of radon that exceed federal and state guidelines havebeen found in buildings in Florida. Additional information regarding radon and radon testing maybe obtained from your county public health unit.41. Joint and Several Liability. Where more than one person or entity constitute aparty to this Lease the liability hereunder of such persons or entities shall be joint and several.
 
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IN WITNESS WHEREOF, the parties hereto have hereunto set their hands under seals, the day andyear first above written.           LANDLORD:    Date: Sept. 7, 2006          INDUSTRIAL PROPERTY FUND III, L.P., a Georgia  limited partnership           By: IPF-GP III, LLC, a Delaware limited liability    company, its sole general partner             By: Industrial Properties America — GP, LLC, a      Delaware limited liability company, its sole      member               By: IDI-GP, Inc., a Georgia corporation, its        managing member           /s/ Tony Davis     By: /s/ Timothy J. Gunter       Witness (print name): Tony Davis     Name: Timothy J. Gunter                   Title: President                      /s/ Mona L. Hand                   Witness (print name): Mona L. Hand                              /s/ Tony Davis     Attest: /s/ Greg J. Ryan       Witness (print name): Tony Davis     Name: Greg J. Ryan                   Title: Assistant Secretary                      /s/ Mona L. Hand       [CORPORATE SEAL]         Witness (print name): Mona L. Hand                   
 
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                 TENANT:  Date: August 29, 2006              NATIONSHEALTH, INC., a Delaware corporation/s/ Adelaida Savard                   Witness (print name): Adelaida Savard   By: /s/ Robert E. Tremain                 Name: Robert E. Tremain                   Title: COO                      /s/ Lynette M. Crespo                   Witness (print name): Lynette M. Crespo                              /s/ Adelaida Savard                   Witness (print name): Adelaida Savard                         Attest: /s/ T. Blomer                 Name: T. Blomer           /s/ Lynette M. Crespo       Title: V.P. Reg. Affairs         Witness (print name): Lynette M. Crespo                             [CORPORATE SEAL]                  TENANT:  Date: August 29, 2006                         UNITED STATES PHARMACEUTICAL GROUP, L.L.C.,      a Delaware limited liability company           /s/ Adelaida Savard     By: /s/ Robert E. Tremain       Witness (print name): Adelaida Savard     Name: Robert E. Tremain                   Title: COO                      /s/ Lynette M. Crespo                   Witness (print name): Lynette M. Crespo                              /s/ Adelaida Savard                   Witness (print name): Adelaida Savard   Attest: /s/ T. Blomer                 Name: T. Blomer                   Title: V.P. Reg. Affairs                      /s/ Lynette M. Crespo                   Witness (print name): Lynette M. Crespo       [CORPORATE SEAL]           
 
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ATTESTATIONLandlord — Partnership:STATE OF          Georgia         COUNTY OF      DeKalb          BEFORE ME, a Notary Public in and for said County, personally appeared      Timothy J.Gunter       and      Greg J.Ryan     , known to me to be theperson(s) who, as      President      and     Asst. Secretary     , respectively, ofIDI-GP, Inc., a Georgia corporation, signedthe same, and acknowledged to me that they did so sign said instrument in the name and upon behalfof said corporation, in its capacity as the managing member of Industrial Properties America-GP,LLC, a Delaware limited liability company, in its capacity as the sole member of IPF-GP III, LLC, aDelaware limited liability company, in its capacity as the sole general partner of Landlord, thatthe same is their free act and deed and they were duly authorized thereunto by the corporation andthe partnership.IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed my official seal, this     7th      day of      Sept.     , 2006.              /s/ Charlotte Robinson   Notary Public   My Commission Expires:[Notary Stamp]   
 
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ATTESTATIONTenant — Corporation:STATE OF          Florida                COUNTY OF      Broward              BEFORE ME, a Notary Public in and for said County, personallyappeared      RobertTremain      and      Tyrina Blomer     , known to me to be theperson(s) who, as      COO      and      V.P. Reg. Affairs     , respectively,of NationsHealth, Inc., the corporation whichexecuted the foregoing instrument in its capacity as Tenant, signed the same, and acknowledged tome that they did so sign said instrument in the name and upon behalf of said corporation asofficers of said corporation, that the same is their free act and deed as such officers,respectively, and they were duly authorized thereunto by its board of directors; and that the sealaffixed to said instrument is the corporate seal of said corporation.IN TESTIMONY WHEREOF, I have hereunto subscribed my name, and affixed my official seal, this     29th      day of      August     , 2006.              /s/ Lynette M. Crespo   Notary Public           [Notary Stamp]
 
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**EXHIBIT A****Demised Premises** 
 
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**EXHIBIT B****Hazardous Materials Management Plan** 
 
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Exhibit 10.4**EXHIBIT C****Special Stipulations**The Special Stipulations set forth herein are hereby incorporated into the body of the leaseto which these Special Stipulations are attached (the “Lease”), and to the extent of any conflictbetween these Special Stipulations and the preceding language, these Special Stipulations shallgovern and control.1. Environmental Matters — Hazardous Materials Management Plan.(a) The term “Environmental Laws”, as defined in Section 16 of the Lease shall be deemed toinclude that certain Hazardous Materials Management Plan for Weston Park of Commerce, prepared byHiggins Engineering Inc., dated August 1989 attached hereto as Exhibit B and incorporatedherein (the “Plan”).(b) As of the Lease Date, Tenant **[CHOOSE ONE: believes/does not believe]**that Tenant’s use ofthe Demised Premises would involve the use, storage or generation of hazardous materials asdescribed in the Plan. If, as of the Lease Date or at any time during the Term, Tenant’s use ofthe Demised Premises involves the use, storage or generation of hazardous materials as described inthe Plan, Tenant shall, at Tenant’s sole cost and expense, (i) within ten (10) days thereafter,designate a Facility Safety Officer (as described in the Plan) and notify Landlord of the name andaddress of such Facility Safety Officer and (ii) otherwise promptly comply with all applicableprovisions of the Plan, including, but not limited to, management activities, design and operatingstandards and emergency response provisions. Each year, Landlord or the Association (as defined inthe Plan) may deliver a questionnaire to Tenant to facilitate reporting requirements under thePlan. Within twenty (20) days of delivery of the questionnaire to Tenant, Tenant shall completeand execute the questionnaire and return the questionnaire to Landlord or other party designated byLandlord.(c) Landlord shall have the right, at Tenant’s sole cost and expense, to conduct suchindependent auditing, monitoring and reporting to ensure Tenant’s compliance with the Plan, asLandlord may deem advisable from time to time. If possible, all costs and expenses incurred as aresult of such independent auditing, monitoring and reporting shall be billed directly to Tenantand Tenant shall promptly pay such costs and expenses. Any costs and expenses incurred as a resultof such independent auditing, monitoring and reporting that are not billed directly to Tenant shallbe billed to Tenant by Landlord at Landlord’s actual cost. In the event any independent auditing,monitoring or reporting is performed to ensure not only Tenant’s compliance with the Plan, but anyother tenant’s compliance with the Plan, the costs and expenses of such independent auditing,monitoring or reporting shall be borne equally by Tenant and such other tenant. Regardless ofwhether Landlord inspects or audits Tenant’s operations, Landlord shall not be liable for Tenant’sviolation of the Plan and Tenant’s indemnity of Landlord in Section 16 of the Lease shall apply toany claim or liability against Landlord arising out of Tenant’s failure to comply with the Plan.2. Parking: During the Term, Landlord shall make available to Tenant, it’s employees, customersand visitors forty (40) automobile parking spaces (on an unassigned, non- exclusive basis) in theparking areas of the Building. Such parking shall be at no additional cost to Tenant.
 
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**EXHIBIT D****Rules and Regulations**These Rules and Regulations have been adopted by Landlord for the mutual benefit and protection ofall the tenants of the Building in order to insure the safety, care and cleanliness of the Buildingand the preservation of order therein.1. The sidewalks shall not be obstructed or used for any purpose other than ingress andegress. No tenant and no employees of any tenant shall go upon the roof of the Building withoutthe consent of Landlord.2. No awnings or other projections shall be attached to the outside walls of the Building.3. The plumbing fixtures shall not be used for any purpose other than those for which theywere constructed, and no sweepings, rubbish, rags or other substances, including HazardousSubstances, shall be thrown therein.4. No tenant shall cause or permit any objectionable or offensive odors to be emitted from theDemised Premises.5. The Demised Premises shall not be used for (i) an auction, “fire sale”, “liquidation sale”,“going out of business sale” or any similar such sale or activity, (ii) lodging or sleeping, or(iii) any immoral or illegal purposes.6. No tenant shall make, or permit to be made any unseemly or disturbing noises, sounds orvibrations or disturb or interfere with tenants of this or neighboring buildings or premises orthose having business with them.7. Each tenant must, upon the termination of this tenancy, return to the Landlord all keys ofstores, offices, and rooms, either furnished to, or otherwise procured by, such tenant, and in theevent of the loss of any keys so furnished, such tenant shall pay to the Landlord the cost ofreplacing the same or of changing the lock or locks opened by such lost key if Landlord shall deemit necessary to make such change.8. Canvassing, soliciting and peddling in the Building and the Project are prohibited and eachtenant shall cooperate to prevent such activity.9. Landlord will direct electricians as to where and how telephone or telegraph wires are tobe introduced. No boring or cutting for wires or stringing of wires will be allowed withoutwritten consent of Landlord. The location of telephones, call boxes and other office equipmentaffixed to the Demised Premises shall be subject to the approval of Landlord.10. Parking spaces associated with the Building are intended for the exclusive use ofpassenger automobiles. Except for intermittent deliveries, no vehicles other than passengerautomobiles may be parked in a parking space (other than spaces expressly designated on the Plansfor truck parking) without the express written permission of Landlord. Trucks may be parked onlyin truck dock positions and in other paved areas expressly designated for such purpose in thePlans. Trailers may be parked only in paved areas expressly designated for such purpose in thePlans. Neither trucks nor trailers may be parked or staged in (i) areas adjacent to truck docks,serving any portion of the Building, which are intended by Landlord for truck maneuvering or (ii)any driveway, drive aisle or other paved area which provides ingress or egress for cars or trucksto or from any portion of the Building or any street adjoining the Building.11. No tenant shall use any area within the Project for storage purposes other than theinterior of the Demised Premises.
 
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Exhibit 10.4**EXHIBIT E****CERTIFICATE OF AUTHORITY**