EXHIBIT 10.20(A)


 


 


OFFICE LEASE


 


WESTBROOK CORPORATE
CENTER


 


 


THIS OFFICE LEASE (this “Lease”) is made as of January 14,
2004, by and between


 


 


“Landlord”                                          The
Multi-Employer Property Trust, a trust organized under 12 C.F.R. Section 9.18


 


and


 


“Tenant”                                              Cephalon, Inc.,
a Delaware corporation


 





















 


TABLE OF CONTENTS


 


	
  SECTION 1:

  	
  DEFINITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.1

  	
  Definitions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 2:

  	
  PREMISES AND TERM

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.1

  	
  Lease
  of Premises

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.2

  	
  Lease Term

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.3

  	
  Plans and Specifications

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.4

  	
  Tenant Improvements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.5

  	
  Intentionally Omitted.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.6

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.7

  	
  Reception
  Desk

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.8

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.9

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.10

  	
  Use and Conduct of
  Business

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.11

  	
  Compliance
  with Governmental Requirements and Rules and Regulations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.12

  	
  Option
  to Renew

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2.13

  	
  Right
  of First Offer to Lease Additional Space

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 3:

  	
  BASE RENT, ADDITIONAL RENT AND OTHER
  SUMS PAYABLE UNDER LEASE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.1

  	
  Payment
  of Rental

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.2

  	
  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.3

  	
  Supplemental Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.4

  	
  Additional
  Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.5

  	
  Utilities

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.6

  	
  Holdover

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.7

  	
  Late
  Charge

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3.8

  	
  Default
  Rate

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 4:

  	
  GENERAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.1

  	
  Maintenance and
  Repair by Landlord

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.2

  	
  Maintenance and
  Repair by Tenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.3

  	
  Common Areas/Security

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.4

  	
  Building Services

  	
   

  



 


i





















 


	
   

  	
  4.5

  	
  Tenant Alterations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.6

  	
  Tenant’s Work Performance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.7

  	
  Surrender of Possession

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.8

  	
  Removal of Property

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.9

  	
  Access

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.10

  	
  Damage or Destruction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.11

  	
  Condemnation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.12

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.13

  	
  Indemnification

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.14

  	
  Tenant Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.15

  	
  Landlord’s Insurance

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.16

  	
  Waiver of Subrogation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.17

  	
  Assignment and
  Subletting by Tenant

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.18

  	
  Assignment by Landlord

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.19

  	
  Estoppel
  Certificates and Financial Statements

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.20

  	
  Modification for Lender

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.21

  	
  Hazardous Substances

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.22

  	
  Access
  Laws

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.23

  	
  Quiet
  Enjoyment

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.24

  	
  Signs

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.25

  	
  Subordination

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.26

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.27

  	
  Brokers

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.28

  	
  Exculpation
  and Limitation of Liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.29

  	
  Intentionally Omitted

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.30

  	
  Mechanic’s
  Liens and Tenant’s Personal Property Taxes

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.31

  	
  Satellite Antenna

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4.32

  	
  Parking

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 5:

  	
  DEFAULT AND REMEDIES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.1

  	
  Events
  of Default

  	
   

  



 


ii





















 


	
   

  	
  5.2

  	
  Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.3

  	
  Right
  to Perform

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5.4

  	
  Landlord’s Default

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SECTION 6:

  	
  MISCELLANEOUS PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.1

  	
  Notices

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.2

  	
  Attorney’s Fees and
  Expenses

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.3

  	
  No Accord and
  Satisfaction

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.4

  	
  Successors;
  Joint and Several Liability

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.5

  	
  Choice
  of Law

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.6

  	
  No Waiver of Remedies

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.7

  	
  Offer
  to Lease

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.8

  	
  Force
  Majeure

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.9

  	
  Landlord’s Consent

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.10

  	
  Severability; Captions

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.11

  	
  Interpretation

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.12

  	
  Incorporation
  of Prior Agreement; Amendments

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.13

  	
  Authority

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.14

  	
  Time
  of Essence

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.15

  	
  Survival of Obligations

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.16

  	
  Consent to Service

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.17

  	
  Landlord’s Authorized
  Agents

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.18

  	
  Waiver of Jury Trial

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6.19

  	
  Representations
  and Warranties of Landlord

  	
   

  



 


iii





















 


LISTING OF EXHIBITS


 


 


	
  Exhibit A

  	
  Legal Description of the Land

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit B

  	
  Drawing Showing Location of the Premises

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit C

  	
  Tenant Improvements

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit D

  	
  Intentionally Deleted

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit E

  	
  Rules and Regulations

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit F

  	
  Description of Cleaning Services

  	
   

  



 


i





















 


SECTION 1:   DEFINITIONS


 


1.1                                                         Definitions:  Each underlined term in this section shall
have the meaning set forth next to that underlined term.  Capitalized terms that are used in this Lease
without definition but are defined in any of the Exhibits to this Lease shall
have the meanings ascribed to those terms in the applicable Exhibit.


 


Access Laws:  The Americans With Disabilities Act of 1990
(including the Americans with Disabilities Act Accessibility Guidelines for
Building and Facilities) and all other Governmental Requirements relating to
the foregoing.


 


Additional Rent:  Defined in Paragraph 3.4 captioned “Additional
Rent”.


 


Additional Space: Defined in
Paragraph 2.13 captioned “Right of First Offer to Lease Additional Space”.


 


Additional Space Commencement Date:
Defined in Paragraph 2.13 captioned “Right of First Offer to Lease Additional
Space”.


 


Base Amount Allocable to the Premises:  Defined in Paragraph 3.4 captioned “Additional
Rent”.


 


Base Rent:  Base Rent shall be as follows:


 


	
   

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  
	
  Lease Year

  	
   

  	
  Base Rent

  	
   

  	
  Base Rent

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  2

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
  3

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
   

  	
   

  	
  (if the first
  renewal option is validly exercised)

  	
   

  
	
  4

  	
   

  	
  $

  	
  [**]

  	
   

  	
  $

  	
  [**]

  	
   

  
	
   

  	
   

  	
  (if the second
  renewal option is validly exercised)

  	
   

  
	
  5

  	
   

  	
  as determined pursuant to subparagraph 2.12(d)

  	
   

  
	
   

  	
   

  	
  (if the third
  renewal option is validly exercised)

  	
   

  
	
  6-10

  	
   

  	
  as determined pursuant to subparagraph 2.12(d)

  	
   

  



 


Base Year:  2004.


 


Brokers:  Tenant was represented in this transaction by
Julien J. Studley, Inc., a licensed real estate broker.  Landlord was represented in this transaction
by Trammell Crow Services, Inc., a licensed real estate broker.


 


Building:  The building located on the Land at 41 Moores
Road, Frazer, Pennsylvania 19355 commonly known as Westbrook Corporate Center
and containing approximately 187,653 rentable square feet.


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission pursuant
to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.


 





















 


Business Day:  Calendar days, except for Saturdays and
Sundays and the following holidays: New Year’s Day, Memorial Day, Independence
Day, Labor Day, Thanksgiving Day and Christmas Day.


 


Business Hours:  From 7:00 a.m. to 6:00 p.m. on
Business Days and from 9:00 a.m. to 1:00 p.m. on Saturdays.


 


Claims: An individual and collective
reference to any and all claims, demands, damages, injuries, losses, liens,
liabilities, penalties, fines, lawsuits, actions, other proceedings and
expenses (including attorneys’ fees and expenses incurred in connection with
the proceeding whether at trial or on appeal).


 


Commencement Date:  The date on which Tenant takes possession of
any part or portion of the Premises, whether for construction of Tenant
Improvements or for the Permitted Use.


 


ERISA:  The Employee Retirement Income Security Act
of 1974, as now or hereafter amended, and the regulations promulgated under it.


 


Estimated Operating Costs Allocable to the Premises:  Defined in Paragraph 3.4, captioned “Additional
Rent”.


 


Events of Default:  One or more of those events or state of facts
defined in Paragraph 5.1, captioned “Events of Default”.


 


Excess Operating Costs Allocable to the Premises:
Defined in Paragraph 3.4 captioned “Additional Rent”.


 


Force Majeure:  Any one or more of the following: act of God,
strike, lockout, labor trouble or dispute, inability to procure or shortage of
material or labor, failure of power or utility, delay in transportation, fire,
vandalism, accident, flood, severe weather, other casualty, Governmental
Requirements (including mandated changes in the Plans and Specifications or the
Tenant Improvements resulting from changes in pertinent Governmental
Requirements or interpretations thereof), riot, insurrection, civil commotion,
terrorism, sabotage, explosion, war, natural or local emergency, act or
omission of others, including Landlord or Tenant, as the case may be, or other
reasons of a similar or dissimilar nature not solely the fault of, or under the
exclusive control of, Landlord or Tenant, as the case may be.


 


Governmental Agency:  The United States of America, the state in
which the Land is located, any county, city, district, municipality or other
governmental subdivision, court or agency or quasi-governmental agency having
jurisdiction over the Land and any board, agency or authority associated with
any such governmental entity, including the fire department having jurisdiction
over the Land.


 


Governmental Requirements:  Any and all statutes, ordinances, codes,
laws, rules, regulations, orders and directives of any Governmental Agency as
now or later amended.


 


Hazardous Substance(s):  Asbestos, PCBs, petroleum or petroleum-based
chemicals or substances, urea formaldehyde or any chemical, material, element,
compound, solution, mixture,


 





















 


substance or other matter of any kind whatsoever which
is now or later defined, classified, listed, designated or regulated as
hazardous, toxic or radioactive by any Governmental Agency.


 


Land:  The land upon which the Building is located
in Chester County, Pennsylvania, as legally described in Exhibit A
attached to this Lease.


 


Landlord:  The trust named on the first page of
this Lease, or its successors and assigns as provided in Paragraph 4.18,
captioned “Assignment by Landlord”.


 


Landlord’s Agents:  Any and all partners, officers, agents,
employees, contractors, trustees, investment advisors and consultants of
Landlord.


 


Lease Term:  The Lease Term shall commence on the Commencement
Date and end thirty-six (36) months following the Rent Commencement Date.  The “Lease Term,” as used herein,
shall also include a Renewal Term, if exercised, and the duration of the Lease
Term shall be extended accordingly.  The
Lease Term is divided into an “Interim Period,” which begins on the
Commencement Date and ends the day preceding the Rent Commencement Date, and “Lease
Years,” the first of which commences on the Rent Commencement Date and ends
on the date twelve (12) months thereafter, with each succeeding Lease Year
being the twelve (12) month period immediately following the expiration of the
preceding Lease Year.


 


Manager:  Trammell Crow Services, Inc., or its
replacement as specified by written notice from Landlord to Tenant.


 


Manager’s Address:  c/o Trammell Crow Company, 101 West Elm
Street, Suite 400, Conshohocken, PA 19428-2009


 


Mortgage: Defined in Paragraph 4.25,
captioned “Subordination”.


 


Mortgagee: Defined in Paragraph
4.25, captioned “Subordination”.


 


Operating Costs:  Defined in Paragraph 3.4, captioned “Additional
Rent”.


 


Operating Costs Allocable to the Premises:  Defined in Paragraph 3.4, captioned “Additional
Rent”.


 


Permitted Use:  General and executive office uses and any
other uses incidental thereto, including, but not limited to, a pantry for the
exclusive use of Tenant’s employees (which pantry may contain a microwave,
refrigerator, and table and chairs), a cafeteria for the exclusive use of
Tenant’s employees,  and a training
facility for the exclusive use of Tenant’s employees.


 


Plans and Specifications:  Those certain plans and specifications for
the Tenant Improvements prepared by Tenant and approved by Landlord in
accordance with Exhibit C.


 


Premises:
The portion of the Building depicted on Exhibit B, which consists of
approximately 38,933 rentable square feet on the first floor of the Building,
approximately 42,590 square feet on the second floor of the Building and
approximately 32,226 square feet on the third floor of the Building, for an
aggregate of approximately 113,749 rentable square feet.


 





















 


Tenant agrees that the
rentable area of the Premises, as set forth in this paragraph, shall be the
rentable area of the Premises for all purposes of this Lease.


 


Prime
Rate:  Defined in
Paragraph 3.8, captioned “Default Rate”.


 


Property:  The Land together with all improvements
thereon, including without limitation, the Building.


 


Property
Taxes:  (a) Any
form of ad valorem real or personal property tax or assessment imposed by any
Governmental Agency on the Land, Building, related improvements or any personal
property owned by Landlord associated with such Land, Building or improvements;
(b) any other form of tax or assessment, license fee, license tax, tax or
excise on rent or any other levy, charge, expense or imposition made or
required by any Governmental Agency on any interest of Landlord in such Land,
Building, related improvements or personal property; (c) any fee for
services charged by any Governmental Agency for any services such as fire
protection, street, sidewalk and road maintenance, refuse collection, school
systems or other services provided or formerly provided to property owners and
residents within the general area of the Land; (d) any governmental
impositions allocable to or measured by the area of any or all of such Land,
Building, related improvements or personal property or the amount of any base
rent, additional rent or other sums payable under any lease for any or all of
such Land, Building, related improvements or personal property, including any
tax on gross receipts or any excise tax or other charges levied by any
Governmental Agency with respect to the possession, leasing, operation,
maintenance, alteration, repair, use or occupancy of any or all of such Land,
Building, related improvements, personal property or the rent earned by any
part of or interest in such Land, Building, related improvements or personal
property; and (e) any impositions by any Governmental Agency on any
transaction evidenced by a lease of any or all of such Land, Building, related
improvements or personal property or charge with respect to any document to
which Landlord is a party creating or transferring an interest or an estate in
any or all of such Land, Building, related improvements or personal property.  Property Taxes shall not include taxes on
Landlord’s net income or any inheritance, estate, gift, capital levy,
franchise, transit, profit, capital stock or transfer taxes, nor shall Property
Taxes include any judgments, penalties, liens, interest or late fees resulting
from Landlord’s failure to pay in a timely manner any Property Taxes, unless
Tenant shall have failed to pay Landlord for either estimated or actual
Property Taxes pursuant to Paragraph 3.4 hereof.


 


Rent Commencement Date: The later of
(a) March 1, 2004 or (b) the date Landlord delivers to Tenant a
current certificate of occupancy and/or use and occupancy permit subject to
only those conditions imposed by the Township relating to the open plan areas.


 


Security Deposit:  None.


 


Tenant:  The person or entity named on the first page of
this Lease.


 


Tenant Alterations:  Defined in Paragraph 4.5, captioned “Tenant
Alterations”.


 


Tenant Improvement Allowance:  The maximum amount to be expended by Landlord
for the cost of Tenant Improvements (including architectural, engineering,
permitting, and space


 





















 


planning fees), which maximum shall not exceed $[**]
($[**] per rentable square foot of space in the Premises).


 


Tenant Improvements:  Those alterations or improvements to the
Premises as appear and are depicted in the Plans and Specifications.


 


Tenant’s Agents:  Any and all officers, partners, members,
directors, contractors, subcontractors, consultants, licensees, agents,
concessionaires, subtenants, servants, employees, customers, guests, invitees
or visitors of Tenant.


 


Tenant’s Pro Rata Share: A fraction,
the numerator of which is the number of rentable square feet of floor area in
the Premises, and the denominator of which is the number of rentable square
feet of floor area in the Building, or 60.62%. 
Notwithstanding the foregoing, for purposes of determining the Excess
Operating Costs Allocable to the Premises, Tenant’s Pro Rata Share for the
first Lease Year is deemed to be 39.97% and Tenant’s Pro Rata Share for the
second Lease Year is deemed to be 49.03%.


 


Tenant’s Construction Representative.  A person or entity to be named by Tenant by
notice to Landlord prior to the construction of any Tenant Improvements
pursuant to Paragraph 2.4, who shall serve as Tenant’s construction
representative during the construction of the Tenant Improvements.


 


Year:  A calendar year commencing January 1 and
ending December 31.


 


SECTION 2:   PREMISES AND TERM


 


2.1                                                         Lease of Premises.  Landlord leases the Premises to Tenant, and
Tenant leases the Premises from Landlord, upon the terms and conditions set
forth in this Lease.


 


2.2                                                         Lease Term.  The Lease Term shall be for the period stated
in the definition of that term, unless earlier terminated as provided in this
Lease.


 


2.3                                                         Plans and Specifications.
Plans and Specifications shall be prepared, received and approved as provided
in Exhibit C.  Terms used in Exhibit C
but not defined therein shall have the meaning given in this Lease.


 


2.4                                                         Tenant Improvements. Tenant
shall design and construct the Tenant Improvements for the Premises in accordance
with the provisions of Exhibit C attached hereto.  Landlord shall make disbursements to Tenant
from the Tenant Improvement Allowance for the cost of designing and
constructing the Tenant Improvements for the Premises in an amount not to
exceed the Tenant Improvement Allowance, in accordance with the provisions of Exhibit C.
All Tenant improvements paid for out of the Tenant Improvement Allowance shall
be the property of Landlord and shall remain upon and be surrendered with the
Premises upon the expiration or earlier termination of this Lease.


 


2.5                                                         Intentionally
Omitted. 


 


2.6                                                         Intentionally
Omitted


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


2.7                                                         Reception Desk.  Tenant shall not use the west lobby of the
Premises for purposes other than ingress and egress; provided, however, Tenant
shall be permitted, subject to Landlord’s prior consent, which consent shall
not be unreasonably withheld, conditioned or delayed, to install and operate a
reception desk/security station and related electrical, voice and data
connections (collectively, the “Reception Desk”) in the west lobby of
the Premises. Tenant hereby agrees that, if Tenant elects to install and
operate the Reception Desk in the west lobby of the Premises, Tenant shall:


 


(a)                                                          Install
the Reception Desk in a good and workmanlike manner, in compliance with all
applicable Governmental Requirements.


 


(b)                                                         Upon
expiration or the sooner termination of this Lease, remove the Reception Desk
(together with all electrical, voice and data connections), repair any damage
caused by such removal and restore any affected area of the lobby to
substantially the same condition as of the Commencement Date.


 


2.8                                                         Intentionally
Omitted


 


2.9                                                         Intentionally
Omitted.


 


2.10                                                   Use and Conduct of Business.  The Premises are to be used only for the
Permitted Use, and for no other business or purpose without the prior consent
of Landlord.  Landlord makes no
representation or warranty as to the suitability of the Premises for Tenant’s
intended use.  Tenant shall, at its own
cost and expense, obtain and maintain any and all licenses, permits, and
approvals necessary or appropriate for its use, occupation and operation of the
Premises.  Tenant’s inability to obtain
or maintain any such license, permit or approval necessary or appropriate for
its use, occupation or operation of the Premises shall not relieve it of its
obligations under this Lease, including the obligation to pay Base Rent and
Additional Rent.  No act shall be done in
or about the Premises that is unlawful or that will increase the existing rate
of insurance on any or all of the Land or Building (which insurance premiums
are based upon the use of the Premises for general office purposes).  Tenant shall not: (a) commit or allow to
be committed or exist any waste upon the Premises, (b) commit or allow to
be committed or exist any public or private nuisance, (c) knowingly
violate any reasonable provisions of Landlord’s contracts affecting any or all
of the Land or Building, (d) create any work stoppage, strike, picketing,
labor disruption or dispute, or (e) interfere in any material way with the
business of Landlord or with the rights or privileges of any contractors,
subcontractors, licensees, agents, concessionaires, subtenants, servants,
employees, customers, guests, invitees or visitors or any other persons
lawfully in and upon the Land or Building. 
Tenant shall not, without the prior consent of Landlord, which consent
shall not be unreasonably withheld, conditioned, or delayed, use any apparatus,
machinery or device in or about the Premises which will cause any substantial
noise or vibration or any increase in the normal consumption level of electric
power. If any of Tenant’s machines and equipment should disturb the quiet
enjoyment of any other tenant in the Building, then Tenant shall provide, at
its sole cost and expense, adequate insulation or take other such action,
including removing such machines and equipment, as may be necessary to
eliminate the disturbance.


 





















 


2.11                                                   Compliance with Governmental Requirements and Rules and
Regulations. 
Tenant shall comply with all Governmental Requirements relating to its
use, occupancy and operation of the Premises and shall observe such reasonable rules and
regulations of general application as may be adopted and published by Landlord
from time to time for the safety, care and cleanliness of the Premises, the
Building and the Land, and for the preservation of good order in the Building,
including the Rules and Regulations attached to this Lease as Exhibit E.
However, in case of any conflict or inconsistency between the provisions of
this Lease and any of the Rules and Regulations, the provisions of this
Lease shall control. Notwithstanding the foregoing, during construction of the
Tenant Improvements, the following Rules listed on Exhibit E shall be
temporarily suspended, and Tenant’s performance of these three obligations
shall be governed instead by the Plans and Specifications and by the reasonable
requirements imposed by Landlord’s construction manager: first sentence of Rule 3,
solely as it relates to obstructions of the west wing of the Building, 18, 22,
third sentence of Rule 29 (relating to overnight parking of vehicles) and
31.


 


2.12                                                   Option to Renew.  Landlord hereby grants Tenant three (3) options
to renew the Lease Term, upon the following terms and conditions:


 


(a)                                                          Each
of the first two renewal terms (a renewal term, once exercised, is referred to
in this Section as a “Renewal Term”) shall be for one (1) year,
with the first Renewal Term, if exercised, commencing on the day following the
expiration date of the initial Lease Term of this Lease and expiring at
midnight on the day preceding the one year anniversary of the commencement date
of the first Renewal Term, and the second Renewal Term, if exercised,
commencing on the day following the expiration date of the first Renewal Term,
and expiring at midnight on the day preceding the one year anniversary of the
commencement of the second Renewal Term;


 


(b)                                                         The
third Renewal Term shall be for five (5) years and, if exercised, shall
commence on the day following the expiration date of the second Renewal Term
and expiring at midnight on the day preceding the five year anniversary of the
commencement date of the third Renewal Term;


 


(c)                                                          Tenant
must exercise a renewal option, if at all, upon at least twelve (12) months
written notice to Landlord, prior to the expiration date of, as applicable, the
initial Lease Term, the first Renewal Term or the second Renewal Term;


 


(d)                                                         At
the time Tenant delivers a notice of election to renew to Landlord, this Lease
must be in full force and effect, Tenant must not have assigned this Lease or
sublet more than fifteen (15%) percent of the Premises, and no Event of Default
shall have occurred and be continuing hereunder;


 


(e)                                                          Each
Renewal Term shall be upon the same terms, covenants and conditions contained
in this Lease, except that (1) the annual Base Rent for the first Renewal
Term shall be as stated in the definition of the term “Base Rent”, and (2) the
annual Base Rent for the second and third Renewal Terms shall be the
then-current Fair Market Rent of the Premises as of the first day of the second
Renewal Term or third Renewal Term, as applicable, but in no event less than
the annual Base Rent payable during the prior Renewal Term; and


 





















 


(f)                                                            Exercise
of the renewal option with respect to the second and third Renewal Terms is
subject to Tenant having validly exercised its option with respect to the prior
Renewal Term, and there shall be no further privilege of renewal beyond the
third Renewal Term.


 


As used in this Section, “Fair Market Rent”
shall mean the amount of annual Base Rent, expressed in dollars and cents per
rentable square foot, equal to the market rental then being negotiated for
comparable space in Class A office buildings in the Route 202 – Valley
Forge – King of Prussia office sub-market, adjusted to reflect a 2004 Base
Year.  In the event that Landlord and
Tenant are unable to agree on the Fair Market Rent for the Renewal Term within
thirty (30) days after Tenant’s exercise of its renewal option, either party
may require determination of the Fair Market Rent for such Renewal Term by
giving written notice to that effect to the other party, which notice shall
designate a real estate broker selected by the initiating party having at least
ten (10) years experience in the office leasing business in the Route 202
– Valley Forge – King of Prussia office sub-market.  Within fifteen (15) days after receipt of
such notice, the other party to this Lease shall select a real estate broker
meeting the same requirements and give written notice of such selection to the
initiating party.  Within fifteen (15)
days after selection of the second broker, the two (2) real estate brokers
so selected shall select a third real estate broker having at least ten (10) years
experience in the office leasing business in the Route 202 – Valley Forge –
King of Prussia office sub-market who (and whose firm) is not then employed as
a leasing broker or management agent by either party or any of their respective
affiliates.  Each of the three (3) brokers
shall determine the Fair Market Rent rate for the Premises as of the
commencement of the Renewal Term for a term equal to the Renewal Term within
fifteen (15) days after the appointment of the third broker.  The Fair Market Rent shall be equal to the
arithmetic average of such three determinations; provided, however, that if any
such broker’s determination deviates more than five percent (5%) from the
median of such determinations the Fair Market Rent shall be an amount equal to
the average of the two (2) closest determinations.  Landlord shall pay the costs and fees of
Landlord’s broker in connection with any determination hereunder, and Tenant
shall pay the costs and fees of Tenant’s broker in connection with such
determination.  The cost and fees of the
third broker shall be paid one-half by Landlord and one-half by Tenant.  If a party fails to designate a real estate
broker within the time period required by this Paragraph, the “third” real
estate broker shall be selected by the broker designated by the initiating
party, and those two brokers shall determine the Fair Market Rental by
averaging their determinations.


 


If Tenant exercises an option to renew, Landlord and
Tenant shall execute and deliver an amendment to this Lease confirming the
commencement and expiration dates of the Renewal Term, and any other relevant
terms and conditions agreed upon by Landlord and Tenant applicable during such
Renewal Term.  In such event the term “Lease
Term” whenever used herein shall be deemed to include such Renewal Term.


 


2.13                                                   Right of First Offer to Lease Additional Space.
If at any time during the Lease Term (including any Renewal Term) Landlord
receives notice that the approximately 73,904 rentable square feet of space
within the Building (the “Additional Space”) currently leased by Systems &
Computer Technology Corporation (“S&CTC”), is to become vacant and
available, Landlord shall extend to Tenant a right of first offer to lease all
of the Additional 


 





















 


Space or a portion of the Additional Space (the “First Offer Right”)
upon the following terms and conditions:


 


(a)                                                          Landlord
shall give Tenant written notice that the Additional Space is available, which
written notice shall specify the date (no earlier than thirty (30) days from
the date of such letter) on which the Additional Space is projected to be
available for lease by Tenant (the “Additional Space Commencement Date”);


 


(b)                                                         If
Tenant elects to exercise its First Offer Right with respect to a portion of
the Additional Space, then Tenant shall specify whether Tenant is exercising
such right with respect to the space available on the first, second or third
floors and shall be required to include all the space available on the
specified floor(s) in such exercise;


 


(c)                                                          If
Tenant elects to exercise its First Offer Right with respect to the Additional
Space Tenant shall deliver notice of such election to Landlord within thirty
(30) days after receipt of Landlord’s notice that the Additional Space is
available and Tenant’s notice shall specify the Additional Space to be taken by
Tenant;


 


(d)                                                         As
a condition to exercising the First Offer Right, at least two (2) Lease
Years must remain in the then-current Lease Term, as extended or renewed
pursuant to Paragraph 2.12;


 


(e)                                                          At
the time the Additional Space becomes available, Tenant shall not have assigned
this Lease or sublet the Premises and no Event of Default shall have occurred
and be continuing hereunder;


 


(f)                                                            If
the First Offer Right is exercised, the lease for such Additional Space shall
be upon the same terms, covenants and conditions as contained in this Lease,
except that (1) if the Additional Space Commencement Date is earlier than March 1,
2009, the annual Base Rent payable with respect to the Additional Space leased
by Tenant for the period from the Additional Space Commencement Date through February 28,
2009 shall be the Fair Market Rental, but not less than the per rentable square
foot annual Base Rent payable with respect to the Premises; (2) the annual
Base Rent for the period, if any, from and after March 1, 2009 shall be
the Annual Base Rent payable for the applicable Lease Years with respect to the
Premises, proportionally increased to include the rentable square footage of
the Additional Space leased by Tenant in the rentable square footage of the
Premises; (3) the Additional Space shall be delivered to Tenant in its
then as-is condition, (4) Tenant’s Pro Rata Share shall be proportionally
increased to include the portion of the Additional Space leased by Tenant; and


 


(d)                                 This
First Offer Right is subject to the renewal rights granted to S&CTC in
connection with its leasing of the Additional Space.


 


SECTION 3:   BASE RENT,
ADDITIONAL RENT AND OTHER SUMS PAYABLE UNDER LEASE


 


3.1                                                         Payment of Rental.  Tenant agrees to pay Base Rent, Additional
Rent and any other sum due under this Lease to Landlord without demand,
deduction, credit, adjustment or offset of any kind or nature except as
otherwise specifically provided herein, in lawful money 


 





















 


of the United States when due under this Lease, at the offices of
Manager at Manager’s Address, or to such other party or at such other place as
Landlord may from time to time designate in writing. If this Lease does not
specify a due date with respect to any sum payable by Tenant hereunder, such
sum shall be due thirty (30) calendar days after written demand for such
payment is given to Tenant.


 


3.2                                                         Base Rent.    Tenant agrees to pay Base Rent to Landlord
without demand, in advance of or before the first day of each calendar month of
the Lease Term from and after the Rent Commencement Date.  Base Rent for any partial month at the
beginning or end of the Lease Term shall be prorated. No Base Rent shall be
payable with respect to the Interim Period.


 


3.3                                                         Supplemental Rent


 


(a)                                                          The
amount of Base Rent payable by Tenant with respect to the first and second
Lease Years was negotiated between the parties with the anticipation that
Tenant would not physically occupy more than 75,000 rentable square feet in the
Premises during the first Lease Year and would not occupy more than 92,000
rentable square feet in the Premises during the second Lease Year.
Notwithstanding anything contained herein to the contrary, Tenant shall have
the right to occupy more than 75,000 rentable square feet in the Premises
during the first Lease Year and to occupy more than 92,000 square feet in the
Premises during the second Lease Year. 
In the event Tenant occupies more than 75,000 rentable square feet in
the Premises during the first Lease Year and/or more than 92,000 rentable
square feet during the second Lease Year (any such additional occupied space,
the “Additional Occupied Area”) Tenant shall pay to Landlord additional
rent (the “Supplemental Rent”) with respect to the period the Additional
Occupied Area is so occupied, as provided in this Paragraph 3.3.  Tenant shall give Landlord written notice
within ten (10) calendar days after Tenant occupies Additional Occupied
Area, specifying the location of the Additional Occupied Area, the rentable
area of the Additional Occupied Area, the date occupancy of such Additional
Occupied Area first commenced and, if Tenant does not intend to occupy such
Additional Occupied Area through the end of the second Lease Year, the date
Tenant anticipates that it will vacate such Additional Occupied Area.  Tenant’s failure to provide such notice to
Landlord shall not affect Tenant’s obligation to pay Supplemental Rent to
Landlord in accordance with this Paragraph 3.3.


 


(b)                                                         The
Supplemental Rent payable with respect to Additional Occupied Area will be
equal to the Operating Costs allocable to the Additional Occupied Area with
respect to the period prior to the third Lease Year.  Supplemental Rent shall be paid on an
estimated basis, based on Landlord’s estimate of Operating Costs for the
applicable Year or Years, subject to reconciliation and adjustment in the same
manner as for Additional Rent pursuant to Paragraph 3.4.  Landlord’s estimate of Operating Costs for
the Year 2004 is $[**] per rentable square foot.  Supplemental Rent shall be paid in monthly
installments equal to one-twelfth (1/12) of Landlord’s per rentable square foot
estimate of Operating Costs for the applicable Year multiplied by the rentable
area of the Additional Occupied Area, in advance and without demand on or
before the first day of each calendar month, from the date the Additional
Occupied Area is first occupied by Tenant until the last day of the second
Lease Year or any earlier date that Tenant vacates such Additional Occupied
Area, with the Supplemental Rent for any partial month prorated.


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


3.4                                                         Additional Rent.  Definitions of certain terms used in this
Paragraph are set forth in subparagraph 3.4.5. 
Tenant agrees to pay to Landlord additional rent as computed in this
Paragraph (individually and collectively the “Additional Rent”):


 


3.4.1                                                Rental
Adjustment for Estimated Operating Costs. 
Landlord shall furnish Tenant a written statement of Estimated Operating
Costs Allocable to the Premises for each Year following the Base Year and the
amount payable monthly by Tenant for such Costs shall be computed as
follows:  One-twelfth of the amount, if
any, by which the Estimated Operating Costs Allocable to the Premises exceeds
the Base Amount Allocable to the Premises (the “Excess Operating Costs
Allocable to the Premises”) shall be Additional Rent and shall be paid
monthly by Tenant for each month during such Year. If Landlord fails to deliver
a written statement of the Estimated Operating Costs for any Year, Tenant shall
continue to make monthly payments on account of the Estimated Operating Costs
in an amount equal to the estimated monthly payment amount established for the
preceding Year.  If any such written
statement is furnished after the commencement of the Year, Tenant shall also
make a retroactive lump-sum payment to Landlord equal to the monthly payment
amount multiplied by the number of months during the Year prior to delivery of
such written statement, less any payments made by Tenant for Estimated
Operating Costs for such period.


 


3.4.2                                                Actual
Costs.  Within ninety (90) days after
the close of each Year, Landlord shall deliver to Tenant a written statement
setting forth the Operating Costs Allocable to the Premises during the
preceding Year (including 2004).  If for
such Year the excess of such Operating Costs Allocable to the Premises over the
Base Amount exceeds the Estimated Operating Costs Allocable to the Premises
paid by Tenant to Landlord pursuant to subparagraph 3.4.1 for such Year, Tenant
shall pay the amount of such excess to Landlord within fifteen (15) calendar
days after receipt of such statement by Tenant. 
If such statement shows the amount by which Operating Costs Allocable to
the Premises exceeds the Base Amount to be less than the Estimated Operating
Costs Allocable to the Premises paid by Tenant to Landlord pursuant to
subparagraph 3.4.1, then the amount of such overpayment shall be paid by
Landlord to Tenant within ten (10) calendar days following the date of
such statement or, at Tenant’s option, shall be credited towards the
installment(s) of Additional Rent next coming due from Tenant.


 


3.4.3                                                Determination.  The determination of Operating Costs
Allocable to the Premises shall be made by Landlord in accordance with standard
accounting practices used by institutional owners of commercial real estate (“Institutional
Accounting Practices”), consistently applied.  On or prior to the Rent Commencement Date,
Landlord shall deliver to Tenant a statement showing the actual Operating Costs
Allocable to the Premises for the years 2002 and 2003.  Each statement of Operating Costs furnished
by Landlord to Tenant shall be conclusive and binding upon Tenant unless,
within ninety (90) days after receipt of such statement, Tenant shall notify
Landlord in writing that Tenant desires to review Landlord’s books and records
with respect to such statement.  Except
as provided in subparagraph (b) below, Tenant shall pay all reasonable and
actual out-of-pocket costs associated with or resulting from such review, and
pending the completion of such review, Tenant shall pay, without delay, the
full amount of the Additional Rent due from Tenant in accordance with each such
statement that Tenant desires to review. 
In the event Tenant gives timely notice of its desire to review a
statement of Operating Costs as provided in this Paragraph, Tenant, acting by
itself or through an independent nationally recognized accounting firm that is
not being compensated by Tenant on a contingency fee basis, 


 





















 


shall have the right, upon ten (10) days advance notice and during
business hours, to inspect the books and records of Landlord applicable to the
determination of such statement of the Operating Costs, for the purpose of
verifying in good faith the information contained in such statement for a
period of up to one (1) year after the receipt of such statement by
Tenant.  Any such review shall take place
at the location Landlord customarily maintains its books and records with
respect to Operating Costs.  Landlord
shall maintain full, complete and accurate books and records prepared in
accordance with Institutional Accounting Practices with respect to Operating
Costs, and shall retain such records with respect to each Year for a period not
less than two (2) years following delivery of the annual statement for
such Year.


 


(a)                                                          Tenant’s
review of Landlord’s books and records shall be conditioned upon Tenant and its
auditor confirming in writing that all information obtained by Tenant and its
auditor as a result of such review, and any resulting compromise, settlement or
adjustment between Landlord and Tenant, shall be maintained as confidential and
not disclosed to any other person. 
Tenant shall deliver a written report of its review of Landlord’s books
and records to Landlord promptly following completion of an auditor’s
review.  If as a result of Tenant’s
review of Landlord’s books and records Tenant believes that the amount paid by
Tenant for Operating Costs Allocable to the Premises with respect to the Year
in question is in excess of the actual Operating Costs Allocable to the
Premises for such Year, and Landlord does not accept Tenant’s determination and
Landlord and Tenant do not otherwise agree to compromise or settle their
dispute over the actual Operating Costs Allocable to the Premises within thirty
(30) days after Tenant delivers the written report of its review to Landlord,
then either party may require, by giving a written notice to the other, that
the dispute be submitted to binding arbitration in accordance with this
Paragraph.  Within fifteen (15) days
after either party gives notice requiring arbitration, Landlord shall submit to
Tenant a list of three (3) independent accounting firms (which shall be
other than the regular certified public accountants used by Landlord and its
affiliates), and Tenant shall select the accounting firm to be used as
arbitrator within fifteen (15) days after Tenant receives such list from
Landlord.  Each party shall have the
right to submit its position regarding the matter in dispute to the selected
arbitrator, in writing, with a copy to the other party.  The selected arbitrator shall review Landlord’s
books and records with respect to the matter in dispute and render its written
decision to Landlord and Tenant within forty-five (45) days of the arbitrator’s
appointment.  Such decision shall be
final and binding on Landlord and Tenant.


 


(b)                                                         If
it is determined (whether by agreement of the parties or through arbitration)
that Tenant’s payments on account of Operating Costs covered by an annual
statement were in excess of the amount actually payable by Tenant for the
applicable period, Landlord shall grant Tenant a rent credit for the amount of
such excess within fifteen (15) days after such determination.  Similarly, if it is determined that Tenant’s
payments on account were less than the amount actually due, Tenant shall pay
the amount of the shortfall to Landlord within such fifteen (15) day
period.  If it is determined that Tenant’s
payments on account of the Operating Costs covered by such annual statement
exceeded the amount actually payable by Tenant by more than [**] percent ([**]%),
Landlord shall reimburse Tenant for the reasonable out of pocket costs incurred
by Tenant in its review of such annual statement and pay the fee and expenses
of the arbitrator, if any.  Except as
provided in the preceding sentence, the cost of any review of Landlord’s books
and records, including but not limited to the fees and expenses of 


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


any arbitrator and
any reasonable copying charges imposed by Landlord, shall be at Tenant’s sole
expense.


 


3.4.4                                                End
of Term.  If this Lease shall
terminate on a day other than the last day of a Year, (a) Landlord shall
estimate the Operating Costs Allocable to the Premises for such Year predicated
on the most recent reliable information available to Landlord; (b) the
amount determined under clause (a) of this sentence shall be prorated by
multiplying such amount by a fraction, the numerator of which is the number of
calendar days within the Lease Term in such Year and the denominator of which
is 360; (c) the Base Amount Allocable to the Premises shall be prorated in
the manner described in clause (b); (d) the clause (c) amount (i.e.,
the prorated Base Amount Allocable to the Premises) shall be deducted from the
clause (b) amount (i.e., the prorated Operating Costs Allocable to the
Premises); (e) if the clause (d) amount exceeds the Estimated Operating
Costs Allocable to the Premises paid by Tenant for the last Year in the Lease
Term, then Tenant shall pay the excess to Landlord within fifteen (15) calendar
days after Landlord’s delivery to Tenant of a statement for such excess; and (f) if
the Estimated Operating Costs Allocable to the Premises paid by Tenant for the
last Year in the Lease Term exceeds the clause (d) amount, then Landlord
shall refund to Tenant the excess within the ten (10) calendar day period
described in clause (e).  Landlord’s and Tenant’s
obligations under this Paragraph shall survive the expiration or other
termination of this Lease.


 


3.4.5                                                Definitions.  Each underlined term in this subparagraph
shall have the meaning set forth next to that underlined term:


 


(a)                                                          Base
Amount Allocable to the Premises: 
The Operating Costs Allocable to the Premises for the Base Year.


 


(b)                                                         Estimated
Operating Costs Allocable to the Premises: 
Landlord’s estimate of Operating Costs allocable to the Premises for a
Year to be given by Landlord to Tenant pursuant to subparagraph 3.4.1.


 


(c)                                                          Operating
Costs: All expenses paid or incurred by Landlord for maintaining,
operating, owning and repairing any or all of the Land, Building, related
improvements, and the personal property used in conjunction with such Land,
Building and related improvements, including all expenses paid or incurred by
Landlord for:  (1) utilities,
including electricity, water, gas, sewers, refuse collection, telephone
charges, cable television or other electronic or microwave signal reception,
steam, heat, cooling or any other service which is now or in the future
considered a utility and which are not payable directly by tenants in the
Building; (2) supplies; (3) cleaning and janitorial services
(including window washing), landscaping and landscaping maintenance (including
irrigating, trimming, moving, fertilizing, seeding and replacing plants), snow
removal and other services; (4) security services, if any; (5) premiums
and deductibles for insurance; (6) management fees and administrative
salaries (not to increase on a cumulative basis over the management fees and
administrative salaries included in the Base Amount by more than 150% of the
increase in the Consumer Price Index, Urban Wage Earners & Clerical
Workers, from the date of this Lease to the date of calculation); provided,
however, the management fees and administrative salaries included in the Base
Amount shall not exceed 4% of gross receipts; (7) Property Taxes, tax
consultant fees and expenses, and costs of appeals of any Property Taxes; (8) services
of independent contractors; (9) compensation 


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


(including employment taxes and fringe benefits) of all persons who are
directly engaged in the repair, operation and maintenance of the Building and
the Land, provided that such expenses shall only be included to the extent they
are not included in the management fee described in (6) above; (10) license,
permit and inspection fees; (11) audit fees and accounting services related to
the Building other than in connection with Tenant’s audit of Landlord’s Books
pursuant to 3.4.3(b), and charges for the computation of the rents and charges
payable by tenants in the Building (but only to the extent the cost of such
fees and services are in addition to the cost of the management fee); (12) the cost
of maintenance, repairs and replacements; (13) maintenance and service
contracts unless directly paid by Tenant; (14) legal fees not attributable to
leasing, collection or collection activity and only to the extent that they
benefit the tenants or project generally; (15) elevator service and repair, if
any; (16) the annual amortization of costs, if any, incurred by Landlord for
compliance with Access Laws, as set forth in the paragraph captioned “Access
Laws;” and (17) any other expense or charge which, in accordance with generally
accepted accounting and management principles, would be considered an expense
of maintaining, operating, owning or repairing the Building.  Operating Costs shall also include an amount necessary
to amortize the cost of improvements which would be considered capital
improvements under Institutional Accounting Practices (as distinguished from
replacement parts or components installed in the ordinary course of business)
installed to reduce Operating Costs, the cost to replace carpeting, draperies
and wall coverings for the common areas of the Building, and the cost of all
capital improvements required by governmental agencies by reason of laws and
ordinances first enacted following the Commencement Date; all amortized over
their useful economic lives together with market interest on their unamortized
balances and only the annual amortization amount may be included in Operating
Costs for each Year (or portion thereof) of such useful economic life within
the Lease Term.  Any cost or expense of
the nature described above shall be included in Operating Costs for any
calendar year no more than once, notwithstanding that such cost or expense may
fall under more than one of the categories listed above.  Expenses shall be calculated on the accrual
basis of accounting.


 


(d)                                                         Exclusions
from Operating Costs. Notwithstanding anything contained herein to the
contrary, Operating Costs shall not include any of the following:  (1) ground rent or similar payments to a
ground lessor and the cost of consummating any ground lease; (2) interest
and amortization of funds borrowed by Landlord; (3) except as specifically
provided in the preceding subparagraph, costs of a capital nature including
capital improvements, capital replacements, capital repairs, capital equipment,
capital expenditures, and capital taxes, as determined under Institutional
Accounting Practices; (4) depreciation of the Building or equipment used
in connection therewith; (5) interest, points, fees and amortization or
other costs, including legal fees, associated with any mortgage, loan or
refinancing of the Building or the Land (except as provided above for the
amortization of capital improvements); (6) principal payments of mortgage
and other non-operating debts of Landlord; (7) the cost of repairs or
other work to the extent Landlord is reimbursed by insurance or condemnation
proceeds or third parties (other than through Operating Costs); (8) repairs
or other work occasioned by:  (a) fire,
windstorm or other casualty of the type which Landlord has insured (to the
extent that Landlord has received insurance proceeds, or would have received
insurance proceeds if the insurance required to be maintained by Landlord
pursuant to Paragraph 4.15. hereof had been maintained), or (b) the
exercise of the right of eminent domain (to the extent that such repairs or
other work are covered by the proceeds of the award, if any, received by
Landlord); (9) Landlord’s costs of electricity and other services sold or
provided to tenants in the Building (including Tenant) and


 





















 


for which Landlord is entitled to be reimbursed by such tenants as a
separate additional charge or rental over and above the base rental or
additional base rental payable under the lease with such tenant or with respect
to any vacant rentable areas of the Building; (10) the cost in connection with
the initial construction of the Building and any costs at any time of any
installation and decoration incurred in connection with leasing space in the
Building (including the space leased to Tenant), including legal fees and
brokerage commissions; (11) lease concessions, including rental abatements and
construction allowances, granted to specific tenants; (12) costs incurred in
connection with the sale, financing or refinancing of the Building (including,
without limitation, transfer taxes); (13) organizational expenses associated
with the creation and operation of the entity which constitutes Landlord and
all general corporate overhead and general administrative expenses not related
to the operation of the Building or the Land; (14) any penalties or damages
that Landlord pays to Tenant under this Lease or to other tenants in the
Building under their respective leases; (15) items and services (of a nature or
in a quantity) that Landlord provides selectively to one or more but less than
all tenants of the Building; (16) overhead and profit paid to subsidiaries or
affiliates of Landlord for management or other services on or to the Building
or the Land or for supplies or other materials, to the extent the cost of the
services, supplies or materials exceeds the competitive costs of the services,
supplies, materials were they not provided by a subsidiary or affiliate; (17)
rentals and other related expenses incurred in leasing air conditioning systems,
elevators or other equipment ordinarily considered to be of a capital nature
other than equipment used in providing janitorial services and not affixed to
the Building; (18) any costs, fines or penalties incurred because Landlord
violated any governmental rule or authority; (19) leasing commissions, legal
fees, advertising, space planning expenses, and renovation costs incurred in
procuring or retaining tenants; (20) structural repairs to the foundation,
walls or roof of the Building; (21) costs relating to the preparation of
Landlord’s tax returns; (22) legal fees or similar expenses relating to
disputes or negotiations with tenants based on Landlord’s negligent or other
tortious conduct, the enforcement of leases, or the securing of defense of
Landlord’s title to the Land or the Building; (23) salaries, wages, or other
compensation paid to employees above the level of building manager, or to
officers or executives of Landlord in their capacities as officers and
executives; and (24) any cost or expense related to removal, cleaning,
abatement or remediation of Hazardous Substances (as hereinafter defined) or
asbestos in or about the Building, the Common Areas or the Land, including,
without limitation, Hazardous Substances in the ground water or soil to the extent
that the presence of such Hazardous Substances or asbestos is not a direct
result of Tenant’s use or occupancy of the Premises.


 


(e)                                                          Calculation
of Operating Costs.  Operating Costs
for each year including the Base Year shall be determined as if the Building
had been at least 95% occupied and Landlord had been supplying services to at
least 95% of the rentable square footage of the Building.  The extrapolation of Operating Costs shall be
performed by appropriately adjusting the cost of those components of Operating
Costs that are impacted by changes in the occupancy of the Building; provided,
however, such adjustment shall not result in Landlord collecting sums in excess
of actual Operating Costs.


 


(f)                                                            Operating
Costs Allocable to the Premises:  The
product of Tenant’s Pro Rata Share times Operating Costs.


 





















 


3.5                                                         Utilities.


 


3.5.1                                                Landlord
shall have the right from time to time to select the company or companies
providing local telephone and telecommunication services to the Building.
Tenant shall contract directly and pay for all telephone and other
telecommunication services used on or from the Premises together with any
taxes, penalties, surcharges or similar charges relating to such services.  If Tenant desires to use the services of a
provider of local telephone or telecommunication services whose equipment is
not then servicing the Building, no such provider shall be permitted to install
its lines or other equipment within the Building without the prior written
consent of Landlord, which shall not be unreasonably withheld, conditioned or
delayed.


 


3.5.2                                                Landlord
reserves the right to select the electric utility provider to the Building.
Tenant shall pay Landlord for all electricity consumed in the Premises during
the Lease Term, at such rates as are charged to Landlord by the providing
utilities from time to time, without fee or mark-up to Landlord; provided that,
electricity consumed by central air-conditioning, heating and ventilating
equipment and electricity consumed in the operation of the common areas shall
not be paid directly by Tenant but shall be included in the Operating Costs
paid by Tenant.  As part of the Tenant
Improvements, Tenant shall install (to the extent not previously installed)
electric meters to measure all electricity consumed in the Premises, including
the HVAC units serving the Premises, and Tenant shall pay for electricity based
on such meters and any meter reading charges actually incurred by
Landlord.  All charges for electricity
shall be payable as Additional Rent, with the installment of Base Rent with
which they are billed, or if billed separately, shall be due and payable within
twenty (20) calendar days after such billing.


 


3.6                                                         Holdover. If Landlord agrees
in writing that Tenant may hold over after the expiration or termination of
this Lease, and Landlord and Tenant do not otherwise agree in writing on the
terms of such holding over, then the hold over tenancy shall be subject to
termination by Landlord at any time upon not less than ten (10) days
advance written notice, or by Tenant at any time upon not less than thirty (30)
days advance written notice, and all of the other terms and provisions of this
Lease shall be applicable during that period, except that Tenant shall pay
Landlord monthly, in advance, as Base Rent for the period of any such holding
over, an amount equal to 150% of the Base Rent in effect on the termination
date, computed on a daily basis for each day of the holding over period.  Such payment shall not release Tenant from
Tenant’s obligation to pay Additional Rent and any other sums due under this
Lease.  No holding over by Tenant,
whether with or without consent of Landlord, shall operate to extend this Lease
except as otherwise expressly agreed by Landlord in writing.  The foregoing notwithstanding, if Landlord
does not agree in writing that Tenant may hold over after the expiration or
termination of this Lease, Tenant shall pay the daily Base Rent, Additional
Rent and other sums during the period of such holding over as set forth above,
and Landlord shall be entitled to pursue all remedies at law and in equity to
which Landlord is entitled, including, without limitation, rights to ejectment
and damages.


 


3.7                                                         Late Charge.  If Tenant fails to make any payment of Base
Rent, Additional Rent or other amount when due under this Lease, Tenant shall
also pay a late charge equal to three percent (3%) of the amount of any such
payment.  Landlord and Tenant agree that
this charge compensates Landlord for the administrative costs caused by the
delinquency.  The parties agree that
Landlord’s damage would be difficult to compute and the amount stated in this 


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


Paragraph represents a reasonable estimate of such damage.  Assessment or payment of the late charge
contemplated in this Paragraph shall not excuse or cure any Event of Default or
breach by Tenant under this Lease or impair any other right or remedy provided
under this Lease or under law.


 


3.8                                                         Default Rate.  Any Base Rent, Additional Rent or other sum
payable under this Lease which is not paid when due shall bear interest at a
rate equal to the lesser of:  (a) the
published prime rate of Riggs Bank, N.A. or such other national banking
institution designated by Landlord if such bank ceases to publish a prime rate
(the “Prime Rate”) then in effect, plus three (3) percentage points, or (b) the
maximum rate of interest per annum permitted by applicable law (the “Default
Rate”), but the payment of such interest shall not excuse or cure any Event
of Default or breach by Tenant under this Lease or impair any other right or
remedy provided under this Lease or under law.


 


SECTION 4:   GENERAL
PROVISIONS


 


4.1                                                         Maintenance and Repair by Landlord.  Subject to the Paragraphs captioned “Damage
or Destruction” and “Condemnation”, Landlord shall maintain the public and
common areas of the Building and the roof, foundation, exterior walls and
windows, interior structural walls, all base Building systems (HVAC,
electrical, mechanical and plumbing), and all exterior common areas (including
lighting, parking areas, paved surfaces, striping and landscaping) in good
order, condition and repair, except for (a) damage occasioned by an act or
omission of Tenant or Tenant’s Agents which shall be paid for entirely by
Tenant upon demand by Landlord, and (b) ordinary wear and tear.  In the event any or all of the Building or
exterior common areas becomes in need of maintenance or repair which Landlord
is required to make under this Lease, Tenant shall immediately give written
notice to Landlord, and Landlord shall commence such maintenance or repairs
within a reasonable time after Landlord’s receipt of such notice.  Landlord shall provide Tenant with reasonable
notice (either oral or written) of Landlord’s intent to make any repairs to the
Premises, and shall use reasonable efforts to avoid disruption of Tenant’s
business operations therein.


 


4.2                                                         Maintenance and Repair by Tenant.  Except as is expressly set forth as Landlord’s
responsibility pursuant to the Paragraphs captioned “Maintenance and Repair by
Landlord” and “Building Services” and subparagraph 4.2.1, Tenant shall at
Tenant’s sole cost and expense keep and maintain the Premises in good condition
and repair, ordinary wear and tear excepted. 
If Tenant fails to maintain or repair the Premises in accordance with
this Paragraph, then Landlord may, but shall not be required to, enter the
Premises upon thirty (30) calendar days prior written notice to Tenant (or
immediately without any notice in the case of an emergency) to perform such
maintenance or repair at Tenant’s sole cost and expense (unless in such period
Tenant has performed such work and notified Landlord thereof).  Tenant shall pay to Landlord the actual cost
of such maintenance or repair within thirty (30) calendar days after written
demand from Landlord.


 


4.2.1                                                Notwithstanding
anything in this Lease to the contrary, Tenant shall not be responsible or
liable for any costs, fees or expenses associated with the following:


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


(a)                                                          The
Property’s failure to comply with Governmental Requirements (including, without
limitation, environmental laws and Access Laws) as of the Commencement Date;


 


(b)                                                         Claims
arising out of the presence or release of Hazardous Substances at, on, in,
under or from the Property and not directly resulting from Tenant’s use or
occupancy of the Premises; and


 


(c)                                                          Asbestos
in the Building as of the Commencement Date.


 


4.3                                                         Common Areas/Security. The
exterior common areas shall be subject to Landlord’s sole management and
control.  Without limiting the generality
of the immediately preceding sentence, Landlord reserves the exclusive right,
upon reasonable prior written notice to Tenant, to install, construct, maintain
and operate lighting systems, facilities, improvements, equipment and signs on,
in or to all parts of the common areas; change the number, size, height,
layout, or locations of driveways and parking areas now or later forming a part
of the Land or the Building; make alterations or additions to the Building or
common area using reasonable efforts to avoid disruption of Tenant’s business
operations in the Premises; close temporarily all or any portion of the common
areas to make repairs, changes or to avoid public dedication;  grant easements to which the Land will be
subject; replat, subdivide or make other changes to the Land; place, relocate
and operate utility lines through, over or under the Property; and use or
permit the use of all or any portion of the roofs of the Building, provided
that such changes do not impair Tenant’s use of the Premises in a materially
adverse manner.  Landlord reserves the
right, upon reasonable written notice to Tenant, to relocate parking areas and
driveways and to build additional improvements in the common areas.  Landlord has no duty or obligation to provide
any security services in, on or around the Premises, Land or Building, and Tenant
recognizes that security services, if any, provided by Landlord will be for the
sole benefit of Landlord and the protection of Landlord’s property and under no
circumstances shall Landlord be responsible for, and Tenant waives any rights
with respect to, Landlord providing security or other protection for Tenant or
Tenant’s Agents or property in, on or about the Premises, Land or
Building.  Tenant shall have the right to
provide its own security service, security equipment and implement its own
security procedures provided that such service, equipment and procedures are
entirely within the Premises and do not increase Operating Costs, and provided
further that Tenant shall ensure that Landlord and Landlord’s Manager continue
to have access to the Premises as set forth herein.  In addition, Tenant shall have the right,
upon at least sixty (60) days prior notice to Landlord, to have the automatic
security system locking system on the front and back entrance doors servicing
the west wing of the Building deactivated and to install, following Landlord’s
approval (which approval shall not be unreasonably withheld, conditioned or
delayed) of such system and plans for its installation, Tenant’s own security
system at the entrance of the west wing of the Building, provided that such
system does not increase Operating Costs, and provided further that Tenant
shall ensure that Landlord and Landlord’s Manager continue to have access to
the west wing of the Building and the Premises as set forth herein.  If Tenant’s security system includes
monitoring services acceptable to Landlord, and Tenant ensures that Landlord or
Landlord’s Agents have notice under any 
such monitoring services agreement, Tenant shall have the right, upon at
least sixty (60) days prior notice to Landlord, to have the security system
monitoring service currently employed by Landlord discontinued on the west wing
of the Building.  If Tenant exercises
this right to deactivate the security system at the


 





















 


west wing entrance doors, upon the expiration or sooner termination of
this Lease, Tenant shall at its expense remove the security system installed by
it and repair any damage caused thereby and, if necessary, reinstall the
Landlord’s security system locking system on such doors.


 


4.4                                                         Building Services.


 


4.4.1                                                Landlord
shall use diligent efforts to provide the following services and facilities to
the Premises:


 


(a)                                                          Heating,
ventilating and air conditioning during Business Hours subject to such
regulations as the Department of Energy or other Governmental Agency shall
adopt from time to time.  Tenant agrees
to cooperate fully with Landlord and to abide by all the rules and
regulations which Landlord may reasonably prescribe for the proper functioning
and protection of the heating, ventilating and air conditioning systems.  If Tenant requires heating, ventilation and
air conditioning service at times other than Business Hours, Landlord shall
supply the same, subject to payment by Tenant within thirty (30) calendar days
of billing, of a charge reasonably established by Landlord to offset the cost
incurred by Landlord in providing after-Business Hours HVAC service (including
wear and tear on equipment).  Landlord
currently estimates the charge for wear and tear on HVAC equipment at $10.00
per hour per heat pump.


 


(b)                                                         Subject
to payment of the charges therefor by Tenant, electricity for normal office
use, including normal office equipment, in the Premises (four (4) watts
per rentable square foot is deemed normal office use).


 


(c)                                                          Cleaning
and maintenance of common areas in the Building.


 


(d)                                                         Continuous
passenger elevator service during Business Hours, and service via at least one (1) elevator
car at all other times.


 


(e)                                                          Janitorial
services, including cleaning of the Premises, in accordance with Exhibit F.  Landlord shall not be required to furnish
cleaning services to any kitchens, lunchrooms or non-Building standard
lavatories in the Premises.


 


(f)                                                            Water
for lavatory and drinking purposes.


 


4.4.2                                                Tenant
shall reimburse Landlord for any and all additional cleaning expenses incurred
by Landlord, including garbage and trash removal expenses over and above the
normal cleaning provided by Landlord or due to the presence of a lunchroom or
kitchen or food or beverage dispensing machines within the Premises.


 


4.4.3                                                The
services described in this Paragraph 4.4 may be subject to slowdown,
interruption or stoppage due to the order of any Governmental Agency,
Force Majeure, or the maintenance, repair, replacement or improvement of any of
the equipment involved in the furnishing of any such service.  No such slowdown, interruption or stoppage of
any such service shall be construed as an eviction, actual or constructive, of
Tenant, nor shall same cause any abatement of Base Rent or Additional Rent or
relieve Tenant from any of its obligations under this Lease. Landlord agrees to
use reasonable efforts to resume the affected service promptly following any
such slowdown, interruption or stoppage. 
Landlord will provide 


 





















 


Tenant, whenever reasonably possible, advance notice of any scheduled
service slowdowns, interruptions or stoppages of which it has knowledge.  Notwithstanding the foregoing, if any such
slowdown, interruption or stoppage is due to the negligence or willful
misconduct of Landlord and results in Tenant’s inability to use the Premises
and such inability to use the Premises continues for a period in excess of five
(5) consecutive business days from the date of Tenant’s notice, Base Rent shall
abate hereunder commencing on the sixth (6th) day following the date of Tenant’s
notice of such slowdown, interruption or stoppage until Tenant is again able to
use the Premises for the Permitted Use.


 


4.4.4                                                Landlord
shall allow Tenant to use up to twenty-five (25) KVA of draw capacity from the
Building’s emergency backup generator to provide a source of temporary power
for Tenant’s use in the event of a disruption in the regular supply of electric
power to the Building.  Tenant
acknowledges that the primary purpose of the Building’s emergency backup
generator is to provide emergency backup power to the Building’s life safety
systems, and that in the event Tenant intends to use its allocated share of the
emergency power for computer or other sensitive applications, Tenant shall be
solely responsible for taking such measures as Tenant deems necessary or
advisable to convert the emergency power to a “clean” power source suitable for
such applications.


 


4.5                                                         Tenant Alterations.  Following completion of the Tenant
Improvements, Tenant shall not make any alterations, additions or improvements
in or to the Premises (individually and collectively “Tenant Alterations”)
with an estimated cost in excess of $[**] or which will impact the structural
portions of the Building or the mechanical systems of the Building without
first obtaining the consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed. 
Tenant shall deliver to Landlord full and complete plans and
specifications for any proposed Tenant Alterations (the “Tenant Alterations
Plans”)and, if consent by Landlord is given, all such work shall be performed
at Tenant’s expense by one or more contractors selected by Tenant and approved
by Landlord pursuant to Paragraph 4.6. If Landlord fails to respond to Tenant’s
request for approval of the Tenant Alterations Plans within fifteen (15) days
of receipt, Landlord shall be deemed to have approved the Tenant Alterations
Plans. Tenant shall reimburse Landlord, within thirty (30) days of demand
therefor, for all third party costs and expenses (including the fees of
reviewing architects and engineers) incurred by Landlord in reviewing the
Tenant Alterations Plans, regardless of whether Landlord approves Tenant’s
request.  Upon completion of the Tenant
Alterations, Tenant shall pay Landlord a construction management fee equal to [**]
percent ([**]%) of the total cost of any Tenant Alterations to compensate
Landlord for the services to be provided by the Manager to Landlord with
respect to the review of such work. 
Without limiting the generality of the foregoing, Landlord may require
Tenant, at Tenant’s sole cost and expense, to obtain and provide Landlord with
proof of insurance coverage, in forms and amounts reasonably acceptable to
Landlord and by companies licensed in the Commonwealth of Pennsylvania, as well
as with evidence that Tenant’s contractor is bondable at standard rates with a
reputable surety company licensed to do business in the Commonwealth of
Pennsylvania.  All Tenant Alterations
shall become the property of Landlord and shall remain upon and be surrendered
with the Premises upon the expiration or earlier termination of this Lease;
provided that, if, at the time Tenant requested Landlord’s consent to proposed
Tenant Alterations, Landlord required as a condition of Landlord’s approval
that Tenant remove such Tenant Alterations, then, upon the expiration or
earlier termination of this Lease, Tenant shall remove the Tenant Alterations
designated in such


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


consent(s) and repair any damages to the Premises caused by such
removal (it being understood that nothing herein requires Tenant to remove any
of the Tenant Improvements). If Tenant fails to remove any such Tenant
Alterations as required by this Paragraph 4.5, Landlord may do so and Tenant
shall pay to Landlord the actual costs of such removal plus an administrative
charge of [**] percent ([**]%) within thirty (30) calendar days after Tenant’s
receipt of Landlord’s written demand therefor. 
Nothing contained in this Paragraph or the Paragraph captioned “Tenant’s
Work Performance” shall be deemed a waiver of the provisions of the Paragraph
captioned “Mechanic’s Liens”.


 


4.6                                                         Tenant’s Work Performance.
All construction work to be performed by Tenant that requires Landlord’s
consent pursuant to this Lease shall be performed by contractors approved in
advance by Landlord (which approval shall not be unreasonably withheld,
conditioned or delayed).  Without
limiting the generality of the foregoing, Landlord shall have the right to
require that the prime contractor and the respective subcontractors: (a) be
parties to, and bound by, a collective bargaining agreement with a labor
organization affiliated with the Building and Construction Trades Council of
the AFL-CIO and (b) employ only members of such labor organizations to
perform work within their respective jurisdictions.  Tenant’s contractors, workers and suppliers
shall not unreasonably interfere with workers or contractors of Landlord or
other tenants.  If Tenant’s contractors,
workers or suppliers unreasonably interfere with workers or contractors of
Landlord or other tenants, Landlord’s consent to the continuation of such work
may be withdrawn upon not less than two (2) days prior written notice to
Tenant.  All Tenant Alterations shall be (1) completed
in accordance with the plans and specifications approved by Landlord; (2) completed
in accordance with all Governmental Requirements; (3) carried out promptly
in a good and workmanlike manner; (4) free of defect in materials and
workmanship; and (5) reviewed for quality control (punchlisted) by
Landlord’s construction manager.  Any and
all portions of the Tenant Alterations not substantially in accordance with the
plans and specifications approved by Landlord pursuant to Paragraph 4.5 or
otherwise not in conformance with the existing quality and standards of the
Building shall be corrected by Tenant, at Tenant’s expense, within thirty (30)
days after notification of such defects by Landlord.  If Tenant fails to bring the work in question
up to the existing Building standard within such 30 day period, Landlord may
complete such work (but shall have no obligation to do so) and Tenant shall pay
the entire cost thereof to Landlord within thirty (30) calendar days after
Tenant’s receipt of Landlord’s written demand therefor.  Tenant shall pay for all damage to the
Premises, Building and Land caused by Tenant or Tenant’s Agents.  Tenant shall indemnify, defend and hold
harmless Landlord and Landlord’s Agents from any Claims arising as a result of
any defect in design, material or workmanship of any Tenant Alterations
completed by or at the direction of Tenant.


 


4.7                                                         Surrender of Possession.
Subject to Paragraph 4.10 captioned “Damage or Destruction” and except as
provided in Paragraph 4.5 captioned “Tenant Alterations”, Tenant shall, at the
expiration or earlier termination of this Lease, surrender and deliver the
Premises to Landlord in as good condition as when received by Tenant from
Landlord or as later improved, reasonable use and wear excepted. Tenant shall
give written notice to Landlord at least twenty (20) calendar days prior to
vacating the Premises and shall arrange to meet with Landlord for a joint
inspection of the Premises prior to vacating.


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 





















 


4.8                                                         Removal of Property.  Upon expiration or earlier termination of
this Lease, Tenant may remove its trade fixtures, office supplies and office
furniture and equipment if (a) such items are readily moveable and are not
permanently attached to the Premises; (b) such removal is completed prior
to the expiration or earlier termination of this Lease; (c) no Event of
Default exists; and (d) Tenant immediately repairs all damage caused by or
resulting from such removal; and Tenant shall immediately remove all such
property if requested to do so by Landlord pursuant to Paragraph 4.5.  All other property in the Premises and any
Tenant Alterations (including, wall-to-wall carpeting, paneling, wall covering
or lighting fixtures and apparatus) or any other article affixed to the
floor, walls, ceiling or any other part of the Premises or Building, shall
become the property of Landlord and shall remain upon and be surrendered with
the Premises, except as may be otherwise provided in the Paragraph captioned “Tenant
Alterations”.  Tenant waives all rights
to any payment or compensation for such property.  If, at the expiration or earlier termination
of this Lease or at such time as Landlord exercises its right of re-entry,
Tenant has failed to remove any property from the Premises, Building or Land
which it is entitled or required to remove as provided in this Lease, Landlord
may, at its option, remove and store such property without liability for loss
of or damage to such property and the reasonable costs of such storage shall be
for the account and at the expense of Tenant. 
If Tenant fails to pay the cost of storing any such property within
thirty (30) days of receiving notice of such cost, Landlord may, at its option,
sell or permit to be sold, any or all such property at public or private sale
(and Landlord may become a purchaser at such sale), in such manner and at such
times and places as Landlord in its sole discretion may deem proper, without
notice to Tenant, and Landlord shall apply the proceeds of such sale:  first, to the cost and expense of such sale,
including reasonable attorney’s fees actually incurred; second, to the payment
of the costs or charges for storing any such property; third, to the payment of
any other sums of money which may then be or later become due Landlord from
Tenant under this Lease; and, fourth, the balance, if any, to Tenant.


 


4.9                                                         Access.  Tenant shall permit Landlord and Landlord’s
Agents to enter into the Premises at any reasonable time upon one (1) business
day notice (oral or written) to Tenant (or without notice in the event of an
emergency) for the purpose of inspecting the same or for the purpose of
repairing, altering or improving the Premises or the Building.  Nothing contained in this Paragraph shall be
deemed to impose any obligation upon Landlord not expressly stated elsewhere in
this Lease.  When necessary, Landlord may
temporarily close Building or Land entrances, Building doors or other
facilities, without liability to Tenant by reason of such closure and without
such action by Landlord being construed as an eviction of Tenant or as
relieving Tenant from the duty of observing or performing any of the provisions
of this Lease; provided, however, if such closure prevents Tenant from
occupying the Premises and continues for a period in excess of three (3) business
days, Base Rent shall abate hereunder. 
Landlord shall have the right to enter the Premises upon one (1) business
day notice to Tenant for the purpose of showing the Premises to prospective
tenants within the period of two hundred seventy (270) calendar days prior to
the expiration or sooner termination of this Lease and to erect on the Premises
a suitable sign indicating the Premises are available; provided, however, such
entry and signage shall not interfere with Tenant’s use and enjoyment of the
Premises.  Landlord shall not be liable
for the consequences of admitting by passkey, or refusing to admit to the
Premises, Tenant or any of Tenant’s Agents, or other persons claiming the right
of admittance, unless Landlord has been negligent in admitting any person to
the Premises.


 





















 


4.10                                                   Damage or Destruction.


 


4.10.1                                          If
the Premises are damaged by fire, earthquake or other casualty, Tenant shall
give immediate written notice thereof to Landlord.  Landlord shall determine, within forty five
(45) days following receipt of such notice from Tenant, whether the damage can
be repaired within one hundred eighty (180) calendar days after Landlord’s
receipt of notice from Tenant and if there are sufficient insurance proceeds
available to repair such damage, and if Landlord determines that these
conditions can be satisfied, then Landlord shall proceed with reasonable
diligence to restore the Premises to substantially the condition which existed
prior to the damage and this Lease shall not terminate.  If, in the estimation of a reputable
architect or contractor designated by Landlord and reasonably approved by Tenant,
the damage cannot be repaired within such 180 day period or if there are
insufficient insurance proceeds available to repair such damage, Landlord or
Tenant may elect to terminate this Lease or, if neither Landlord nor Tenant
elect to terminate this Lease, Landlord shall restore the Premises to
substantially the condition which existed prior to the damage and this Lease
will continue. Landlord shall not be required to repair or restore any or all
furniture, fixtures, equipment, inventory, improvements or other property which
was in or about the Premises at the time of the damage, Tenant Alterations and
Tenant Improvements which are in excess of the building standard Tenant
Improvements.  Base Rent, Additional Rent
and any other sum due under this Lease during any reconstruction period shall
be abated from the date of such damage or destruction until Landlord’s repairs
are substantially completed and possession of the Premises is delivered to
Tenant.  Tenant agrees to look to the
provider of Tenant’s insurance for coverage for the loss of Tenant’s use of the
Premises and any other related losses or damages incurred by Tenant during any
reconstruction period.


 


4.10.2                                          In
addition to Tenant’s right of termination set forth in Paragraph 4.10.1 above,
if such damage is not repaired within two hundred ten (210) days after Landlord
is notified by Tenant of such damage, Tenant shall have the right, upon notice
to Landlord, to terminate this Lease. 
Tenant’s notice of termination under this Paragraph 4.10.2 shall be
effective as of the date of the damage or destruction if the Premises have been
rendered unusable, or upon receipt if the Premises have not been rendered
unusable.


 


4.10.3                                          Notwithstanding
anything contained in this Lease to the contrary, if there is damage to the
Premises, or Building and the holder of any indebtedness secured by a mortgage
or deed of trust covering any such property requires that the insurance
proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant
within fifteen (15) calendar days after such requirement is made by such
holder.


 


4.11                                                   Condemnation. If all of the
Premises, or such portions of the Building as may be required for the Tenant’s
reasonable use of the Premises, are taken by eminent domain or by conveyance in
lieu thereof, or if thirty percent (30%) of the parking spaces are so taken and
Landlord is unable either to replace such spaces or to provide alternative
parking arrangements reasonably acceptable to Landlord and Tenant, then each
party shall have the option, upon notice to the other, to terminate this Lease
as of the date the physical taking occurs, and all Base Rent, Additional Rent
and other sums payable under this Lease shall be paid to that date.  In case of taking of a part of the Premises
or a portion of the Building not required for the Tenant’s


 





















 


reasonable use of the Premises, or of fewer than thirty percent (30%)
of the parking spaces, then this Lease shall continue in full force and effect
and the Base Rent shall be equitably reduced based on the proportion by which
the floor area of the Premises is reduced, such reduction in Base Rent to be
effective as of the date the physical taking occurs.  In order to exercise its rights to terminate
this Lease, a party must provide written notice of termination to the other
within thirty (30) days after the Tenant first receives notice of the taking
from Landlord.  Any such termination
shall be effective as of the date the physical taking occurs.  Additional Rent and all other sums payable
under this Lease shall not be abated but Tenant’s Pro Rata Share shall be
redetermined as equitable under the circumstances.  Landlord reserves all rights to damages or
awards for any taking by eminent domain relating to the Premises, Building,
Land and the unexpired term of this Lease. 
Tenant assigns to Landlord any right Tenant may have to such damages or
award and Tenant shall make no claim against Landlord for damages for
termination of its leasehold interest or interference with Tenant’s
business.  Tenant shall have the right,
however, to claim and recover from the condemning authority compensation for
any loss to which Tenant may be entitled for Tenant’s moving expenses or other
relocation costs; provided that, such expenses or costs may be claimed only if
they are awarded separately in the eminent domain proceedings and not as a part
of the damages recoverable by Landlord.


 


4.12                                                   Intentionally Omitted.


 


4.13                                                   Indemnification.


 


4.13.1                                          Tenant
shall indemnify, defend and hold harmless Landlord and Landlord’s Agents from
and against any and all Claims, arising in whole or in part out of (a) the
possession, use or occupancy of the Premises or the business conducted in the
Premises during the Lease Term, (b) any act, omission or negligence of
Tenant or Tenant’s Agents, or (c) any breach or default under this Lease
by Tenant, provided that Tenant shall not be obligated to indemnify Landlord to
the extent any such Claim arises from the negligence or willful misconduct of
Landlord or Landlord’s Agents.  Neither
Tenant nor Tenant’s Agents shall have any liability for any indirect or
consequential losses suffered by Landlord or Landlord’s Agents.


 


4.13.2                                          Landlord
shall indemnify, defend and hold harmless Tenant and Tenant’s Agents from and
against any and all Claims, arising in whole or in part out of (a) any
act, omission or negligence of Landlord, Landlord’s Agents, or (b) any
breach or default under this Lease by Landlord, provided that Landlord shall
not be obligated to indemnify Tenant to the extent any such Claim arises from
the negligence or willful misconduct of Tenant or Tenant’s Agents.


 


4.13.3                                          Neither
Landlord nor Landlord’s Agents shall, to the extent permitted by law, have any
liability to Tenant, or to Tenant’s Agents, for any Claims arising out of any
cause whatsoever, including repair to any portion of the Premises; interruption
in the use of the Premises or any equipment therein; any accident or damage
resulting from any use or operation by Landlord, Tenant or any person or entity
of heating, cooling, electrical, sewerage or plumbing equipment or apparatus;
termination of this Lease by reason of damage to the Premises or Building;
fire, robbery, theft, vandalism, mysterious disappearance or any other
casualty; actions of any other tenant of the Building or of any other person or
entity; inability to furnish any service required of Landlord as specified in
this Lease; or leakage in any part of the Premises or


 





















 


the Building from rain, ice or snow, or from drains, pipes or plumbing
fixtures in the Premises or the Building; except for Claims arising solely out
of the negligence or willful misconduct of Landlord in failing to repair or
maintain the Building as required by this Lease after any notice by Tenant
required by the Paragraph captioned “Maintenance and Repair by Landlord”;
provided that, in no event shall Landlord be responsible for any interruption
to Tenant’s business or for any indirect or consequential losses suffered by
Tenant or Tenant’s Agents.


 


4.13.4                                          The
obligations of this Paragraph shall be subject to the Paragraph captioned “Waiver
of Subrogation”.


 


4.14                                                   Tenant Insurance.


 


4.14.1                                          Tenant
shall, throughout the Lease Term, at its own expense, keep and maintain in full
force and effect:


 


(a)                                                          A
policy of commercial general liability insurance, including a contractual
liability endorsement covering Tenant’s obligations under the Paragraph
captioned “Indemnification”, insuring against claims of bodily injury and death
or property damage with a combined single limit at the Commencement Date of
this Lease of not less than Two Million Dollars ($2,000,000.00), which limit
shall be reasonably increased during the Lease Term at Landlord’s request to
reflect both increases in liability exposure arising from inflation as well as
from changing use of the Premises or changing legal liability standards, which
limits may be satisfied by an excess liability policy and which policy shall be
payable on an “occurrence” rather than a “claims made” basis, and which policy
names Landlord and Manager and, at Landlord’s request Landlord’s mortgage
lender(s), as additional insureds, as their interests appear; and


 


(b)                                                         A
special form policy of property insurance (formerly known as the “all risk”
form of property insurance) covering Tenant Improvements over the value of the
Tenant Improvement Allowance, Tenant Alterations, and any and all furniture,
fixtures, equipment, inventory, improvements and other property in or about the
Premises which is not owned by Landlord, for one hundred percent (100%) of the
then current replacement value of such property.


 


4.14.2                                          All
insurance policies required under this Paragraph may be “blanket” policies
which cover other properties occupied by Tenant and shall be with companies having
a Best’s rating of A-/VIII or better, and each policy shall provide that it is
not subject to cancellation or reduction in coverage as specifically defined
under Paragraph 4.14 except after thirty (30) calendar days’ written notice to
Landlord.  Tenant shall deliver to
Landlord and, at Landlord’s request Landlord’s mortgage lender(s), prior to the
Commencement Date and from time to time thereafter, certificates evidencing the
existence and amounts of all such policies.


 


4.14.3                                          If
Tenant fails to acquire or maintain any insurance or provide any certificate
required by this Paragraph, Landlord may, but shall not be required to, obtain
such insurance or certificates and the costs associated with obtaining such
insurance or certificates shall be payable by Tenant to Landlord on demand.


 





















 


4.15                                                   Landlord’s Insurance.
Landlord shall, throughout the Lease Term, keep and maintain in full force and
effect:


 


4.15.1                                          A
policy of commercial general liability insurance, insuring against claims of
bodily injury and death or property damage or loss with a combined single limit
at the Commencement Date of not less than Five Million Dollars ($5,000,000.00),
which policy shall be payable on an “occurrence” rather than a “claims made”
basis;


 


4.15.2                                          A
special form policy of property insurance (formerly known as the “all risk”
form of property insurance) covering the Building, the value of the Tenant
Improvements up to the Tenant Improvement Allowance and Landlord’s personal
property, if any, located on the Land in the amount of one hundred percent
(100%) of the then current replacement value of such property; and


 


4.15.3                                          Such
business interruption and/or rent loss insurance as Landlord shall from time to
time determine appropriate.


 


Landlord may, but shall not be required to, maintain
property insurance coverage for earthquakes, floods and such other perils in
such amounts as Landlord deems appropriate, and the limit on the deductible
amount set forth in the last sentence of this Paragraph shall not be applicable
to such coverage.  Such policies may be “blanket”
policies which cover other properties owned by Landlord and shall be with an
insurance company having a Best rating of A/VIII or better. The cost of all
insurance policies maintained by Landlord relating to the Land, Building or
Premises or the income therefrom shall be Operating Costs. To the extent that
any payment on an insurance claim under Landlord’s property policy is reduced
by a deductible, such deductible shall be an Operating Costs; provided,
however, that the  that the maximum
deductible amount Landlord shall charge as an Operating Cost under the policy
of insurance described in Paragraph 4.15.2 shall be Thirty Thousand Dollars
($30,000.00).


 


4.16                                                   Waiver of Subrogation.  Notwithstanding anything in this Lease to the
contrary, Landlord and Tenant hereby each waive and release the other from any
and all Claims or any loss or damage that may occur to the Land, Building,
Premises, or personal property located therein, by reason of fire or other
casualty regardless of cause or origin, including the negligence or misconduct
of Landlord, Tenant, Landlord’s Agents or Tenant’s Agents, but only to the
extent of the insurance proceeds paid to such releasor under its policies of
insurance under Paragraph 4.14 and 4.15 or if it fails to maintain the required
policies, the insurance proceeds that would have been paid to such releasor if
it had maintained such policies.  Each
party to this Lease shall promptly give to its insurance company written notice
of the mutual waivers contained in this subparagraph, and shall cause its
insurance policies to be properly endorsed, if necessary, to prevent the
invalidation of any insurance coverages by reason of the mutual waivers
contained in this subparagraph.


 


4.17                                                   Assignment and Subletting by Tenant.


 


4.17.1                                          Tenant
shall not have the right to assign, transfer, mortgage or encumber this Lease
in whole or in part, nor sublet the whole or any part of the Premises, nor
allow the occupancy of all or any part of the Premises by another, without first
obtaining


 





















 


Landlord’s consent, which consent shall be given or withheld as
provided in this Paragraph 4.17. 
Notwithstanding any permitted assignment or subletting, Tenant shall at
all times remain directly, primarily and fully responsible and liable for the
payment of all sums payable under this Lease and for compliance with all of its
other obligations as tenant under this Lease. 
Upon the occurrence of an Event of Default, if the Premises or any part
of the Premises are then subject to an assignment or subletting, Landlord, in
addition to any other remedies provided in this Lease or by law, may at its
option collect directly from such assignee or subtenant all rents becoming due
to Tenant under such assignment or sublease and apply such rents against any
sums due to Landlord from Tenant under this Lease, and no such collection shall
be construed to constitute a novation or release of Tenant from the further
performance of Tenant’s obligations under this Lease.  Tenant makes an absolute assignment to
Landlord of such assignments and subleases and any rent, security deposits and
other sums payable under such assignments and subleases as collateral to secure
the performance of the obligations of Tenant under this Lease.  Landlord agrees not to collect any such rent,
security deposits or other sums payable under such assignments and subleases
unless an Event of Default shall have occurred and be continuing.


 


4.17.2                                          In
the event Tenant desires to assign this Lease or to sublet all or any portion
of the Premises, Tenant shall give written notice of such desire to Landlord
setting forth the name of the proposed subtenant or assignee, the proposed
term, the proposed commencement date of the assignment or sublease, the nature
of the proposed subtenant’s or assignee’s business to be conducted on the
Premises, the rental rate, and any other particulars of the proposed subletting
or assignment that Landlord may reasonably request.  Without limiting the preceding sentence,
Tenant shall also provide Landlord with:  (a) recent financial statements certified
as accurate, complete and prepared in conformance with generally accepted
accounting principles by the president, managing partner or other appropriate
officer of the proposed subtenant or assignee; (b) proof satisfactory to
Landlord that the proposed subtenant or assignee will promptly occupy and
thereafter use all or a portion the Premises 
for the remainder of the Lease Term (or for the entire term of the
sublease, if shorter) in compliance with the terms of this Lease; and (c) a
copy of the proposed sublease, assignment or letter of intent.  At the same time that Tenant provides
Landlord with notice of its desire to assign or sublease, Tenant shall pay to
Landlord the sum of $500 as Landlord’s fee for processing such proposed
assignment and sublease, including attorneys’ fees incurred by Landlord with
respect to such processing (provided that such fee shall be waived in the event
Landlord accepts the proposed assignment or sublease and the rent or other
consideration, either initially or over the term if the assignment or sublease,
exceeds the Base Rent payable hereunder). 
Receipt of such fee shall not obligate Landlord to approve the proposed
assignment or sublease.


 


4.17.3                                          In
determining whether to grant or withhold consent to a proposed assignment or
sublease, Landlord may consider, and weigh, any commercial factor it deems
relevant; provided, however, Landlord may not unreasonably withhold condition
or delay consent.  Tenant agrees that any
one or more of the following will be proper grounds for Landlord’s disapproval
of a proposed assignment or sublease:


 


(a)                                                          Landlord
believes that the proposed assignment or sublease will constitute a prohibited
transaction under or otherwise violate ERISA;


 





















 


(b)                                                         The
proposed assignee or subtenant does not, in Landlord’s good faith judgment,
have sufficient financial worth to insure the full and timely performance under
this Lease;


 


(c)                                                          Landlord
has not received financial statements of the proposed assignee or subtenant to
make the determination set forth in clause (b);


 


(d)                                                         The
proposed assignee or subtenant has a reputation for disputes in contractual
relations, for failure to observe and perform its contractual obligations in a
timely and complete manner or for negative business relations in the business
community as a tenant of property or otherwise;


 


(e)                                                          Landlord
has received from any prior lessor of the proposed assignee or subtenant a
negative report concerning such prior lessor’s experience with the proposed
assignee or subtenant;


 


(f)                                                            Landlord
has had prior negative leasing experience with the proposed assignee or
subtenant;


 


(g)                                                         In
Landlord’s reasonable judgment, the proposed assignee or subtenant is engaged
in a business, or the Premises or any part of the Premises will be used in a
manner, that is not in keeping with the then standards of the Building, or that
is not compatible with the businesses of other tenants in the Building, or that
is inappropriate for the Building, or that will violate any negative covenant as
to use contained in any other lease of space in the Building;


 


(h)                                                         The
use of the Premises by the proposed assignee or subtenant will violate any
Governmental Requirement or create a violation of Access Laws which Tenant will
not cure or pay to correct;


 


(i)                                                             An
Event of Default has occurred and continuing under this Lease;


 


(j)                                                             Landlord
does not approve of any of the tenant improvements required for the proposed
assignee or subtenant; or


 


(k)                                                          The
proposed assignee or subtenant is a current tenant or a subtenant of the
Building.


 


4.17.4                                          Within
fifteen (15) calendar days after Landlord’s receipt of all required information
to be supplied by Tenant pursuant to this Paragraph, Landlord shall notify
Tenant of Landlord’s approval, disapproval or conditional approval of any
proposed assignment or subletting, or of Landlord’s election to recapture the
space as provided in subparagraph 4.17.7. 
Landlord shall have no obligation to respond unless and until all
required information has been submitted. 
In the event Landlord approves of any proposed assignment or subletting,
Tenant and the proposed assignee or sublessee shall execute and deliver to
Landlord an assignment (or subletting) and assumption agreement in form and
content satisfactory to Landlord.


 





















 


4.17.5                                          Notwithstanding
anything in this Paragraph 4.17 to this contrary, without the consent of
Landlord but upon notice to Landlord, 
Tenant may assign or sublet all or any part of the Premises to any of
the following (each, a “Permitted Transferee”):


 


(a)                                                          any
entity that controls, is controlled by, or is under common control with,
Tenant; or


 


(b)                                                         any
corporation resulting from the merger, consolidation or other corporate
reorganization with Tenant or to any entity that acquires all or substantially
all of Tenant’s assets, as long as the assignee or sublessee is a bona fide
entity and assumes the obligations of Tenant under this Lease and such entity
has a net worth following such merger, consolidation or reorganization at least
equal to the net worth of Tenant on the date hereof or the date of such merger,
consolidation or reorganization, whichever is higher; provided that such
corporation or other entity is not a party in interest with Landlord that would
result in this Lease being a non-exempt prohibited transaction under ERISA.


 


4.17.6                                          If
Landlord consents to any assignment or sublease and Tenant receives rent or any
other consideration, either initially or over the term of the assignment or
sublease, in excess of the Base Rent and Additional Rent (or, in the case of a
sublease of a portion of the Premises, in excess of the Base Rent and
Additional Rent paid by Tenant on a per square foot basis under this Lease),
Tenant shall pay to Landlord fifty (50%) percent of such excess after deduction
of all expenses related to procuring such assignee or subtenant including, but
not limited to, associated brokerage fees, leasing commissions, legal fees and
advertising costs.


 


4.17.7                                          If
Tenant delivers a notice to Landlord requesting approval of a proposed
assignment or sublease, then Landlord may elect, in the case of a proposed
assignment of the Lease or subletting of the entire Premises, to terminate this
Lease or, in the case of a proposed subletting of a portion of the Premises, to
terminate Tenant’s rights under this Lease as to the area proposed to be
sublet, as of the date set forth in that notice for the proposed commencement
date of the assignment or the sublease; provided that, if no date is set forth
in Tenant’s notice, then Landlord may elect to terminate this Lease as of a
date at least sixty (60) calendar days after the date of the notice. Landlord
shall exercise its rights under this subparagraph by written notice to Tenant
no later than twenty (20) calendar days after its receipt of the last of the
materials delivered by Tenant to Landlord under this Paragraph 4.17.


 


4.18                                                   Assignment by Landlord.  Landlord shall have the right to transfer and
assign, in whole or in part, its rights and obligations under this Lease and in
any and all of the Land or Building.  If
Landlord sells or transfers any or all of the Building, including the Premises,
Landlord and Landlord’s Agents shall, upon consummation of such sale or
transfer, be released automatically from any liability relating to obligations
or covenants under this Lease to be performed or observed after the date of
such transfer, and the assignee of Landlord’s interest herein shall be deemed
to have assumed such obligations and covenants, and in such event, Tenant
agrees to look solely to Landlord’s successor-in-interest with respect to such
liability.


 


4.19                                                   Estoppel Certificates and Financial Statements.  Landlord and Tenant shall, from time to time,
but no more than twice during any Year, upon the written request of the 


 





















 


other party, execute, acknowledge and deliver to such party or its
designee a written statement stating: 
(a) the date this Lease was executed and the date it expires; (b) the
date Tenant entered into occupancy of the Premises; (c) the amount of monthly
Base Rent and Additional Rent and the date to which such Base Rent and
Additional Rent have been paid; and (d) certifying that (1) this Lease is in
full force and effect and has not been assigned, modified, supplemented or
amended in any way (or specifying the date of the agreement so affecting this Lease);
(2) to the knowledge of the certifying party, the other party is not in breach
of this Lease (or, if so, a description of each such breach) and that no event,
omission or condition has occurred which would result, with the giving of
notice or the passage of time, in a breach of this Lease by such party; (3)
this Lease (as it may have been assigned, modified, supplemented or amended as
disclosed pursuant to subparagraph (d)(1) hereof) represents the entire
agreement between the parties with respect to the Premises; (4) all required
contributions by Landlord to Tenant on account of Tenant Improvements have been
delivered or received, as the case may be; (5) on the date of execution, there
exist no defenses or offsets of which the certifying party has knowledge
against the enforcement of this Lease by the Landlord (or, if any, a
description of any such offset or defense); (6) no Base Rent, Additional Rent
or other sums payable under this Lease have been paid in advance except for
Base Rent and Additional Rent for the then current month; (7) no security has
been deposited with Landlord (or, if so, the amount of such security); and (8)
it is intended that any statement by the certifying party may be relied upon by
a prospective purchaser or mortgagee of Landlord’s interest or an assignee of
any such mortgagee.  If Landlord or
Tenant, as the case may be, fail to respond within fifteen (15) business days
of its receipt of a written request from the other party as provided in this
Paragraph, such shall be a breach of this Lease and such party shall be deemed
to have admitted the accuracy of any information supplied by the other party to
a prospective purchaser, mortgagee or assignee. 
Tenant represents and warrants to Landlord that Tenant is a public
company and, as a public company, Tenant has filed relevant financial
information (which filings are publicly available) with the Securities and
Exchange Commission in accordance with applicable Government Requirements.


 


4.20                                                   Modification for Lender.  If, in connection with obtaining
construction, interim or permanent financing for the Building or Land, Landlord’s
lender, if any, shall request reasonable modifications to this Lease as a
condition to such financing, Tenant will not unreasonably withhold or delay its
consent to such modifications; provided that, such modifications do not
increase the obligations of Tenant under this Lease or adversely affect Tenant’s
rights under this Lease.


 


4.21                                                   Hazardous Substances.


 


4.21.1                                          Tenant
agrees that neither Tenant, any of Tenant’s Agents nor any other person will
store, place, generate, manufacture, refine, handle, or locate on, in, under or
around the Land or Building any Hazardous Substance, except for storage,
handling and use of reasonable quantities and types of cleaning fluids and
office supplies in the Premises in the ordinary course and the prudent conduct
of Tenant’s business in the Premises, provided that, (a) the storage,
handling and use of such permitted Hazardous Substances must at all times
conform to all Governmental Requirements and to applicable fire, safety and
insurance requirements; (b) the types and quantities of permitted
Hazardous Substances which are stored in the Premises must be reasonable and
appropriate to the nature and size of Tenant’s operation in the Premises and
reasonable and appropriate for a first-class building of the same or similar
use and in the


 





















 


same market area as the Building; (c) no Hazardous Substance shall be
spilled or disposed of on, in, under or around the Land or Building or otherwise
discharged from the Premises or any area adjacent to the Land or Building; and
(d) in no event will Tenant be permitted to store, handle or use on, in, under
or around the Premises any Hazardous Substance which will increase the rate of
fire or extended coverage insurance on the Land or Building, unless: (1) such
Hazardous Substance and the expected rate increase have been specifically
disclosed in writing to Landlord; (2) Tenant has agreed in writing to pay any
rate increase related to each such Hazardous Substance; and (3) Landlord has
approved in writing each such Hazardous Substance, which approval shall be
subject to Landlord’s sole discretion.


 


4.21.2                                          Tenant
shall indemnify, defend and hold harmless Landlord and Landlord’s Agents from
and against any and all Claims arising out of any breach of any provision of
this Paragraph.  Tenant agrees that
Landlord may be irreparably harmed by Tenant’s breach of this Paragraph and
that a specific performance action may appropriately be brought by Landlord;
provided that, Landlord’s election to bring or not bring any such specific
performance action shall in no way limit, waive, impair or hinder Landlord’s
other remedies against Tenant.


 


4.21.3                                          As
of the execution date of this Lease, Tenant represents and warrants to Landlord
that, except as otherwise disclosed by Tenant to Landlord, Tenant has no intent
to bring any Hazardous Substances on, in or under the Premises except for the
type and quantities authorized in the first Paragraph of the Paragraph captioned
“Hazardous Substances.”


 


4.22                                                   Access Laws.


 


4.22.1                                          Tenant
agrees to notify Landlord if Tenant receives written notice of: (a) any
condition or situation on, in, under or around the Property which may
constitute a violation of any Access Laws or (b) any threatened or actual
lien or action that the Property is not in compliance with any Access Laws.


 


4.22.2                                          Tenant
shall not alter or permit any assignee or subtenant or Tenant’s Agents to alter
the Premises in any manner which would violate any Access Laws or increase
Landlord’s responsibilities for compliance with Access Laws, without the prior
approval of Landlord.  In connection with
Landlord’s review of Tenant Alterations Plans, Landlord may require a
certificate of compliance with Access Laws from an architect, engineer or other
person acceptable to Landlord and Landlord shall be reimbursed for the costs of
such review pursuant to Paragraph 4.5. 
Landlord’s approval of any Tenant Alterations Plans shall (a) not
relieve Tenant of its obligations or indemnities contained in this Paragraph or
this Lease or (b) be construed as a warranty that such proposed alteration
complies with any Access Law.


 


4.22.3                                          Tenant
shall be solely responsible for all costs and expenses relating to or incurred
in connection with bringing the Building and the common areas of the Building
into compliance with Access Laws, but only to the extent such failure or
noncompliance arises out of or relates to: 
(a) Tenant’s use of the Premises in violation of this Lease; or (b) Tenant
Alterations to the Premises; or (c) construction of the Tenant
Improvements.  If Tenant is required to
perform any work pursuant to this subparagraph, Tenant shall provide written
notice to Landlord of Tenant’s proposed actions to correct such failure or
noncompliance and shall perform such work in a timely manner after receiving
notice that such work is required.


 





















 


4.22.4                                          Landlord
shall be responsible for all costs and expenses relating to or incurred in
connection with bringing the common areas of the Building into compliance with
Access Laws, unless such costs and expenses are Tenant’s responsibility as
provided in the preceding subparagraph, which work Landlord agrees to perform
in a timely manner after receiving notice that such work is required.  Provided the Property complies with all
Access Laws on the Commencement Date, any cost or expense paid or incurred by
Landlord to bring the Premises or common areas of the Building into compliance
with Access Laws which is not Tenant’s responsibility under the preceding
subparagraph shall be amortized over the useful economic life of the
improvements (not to exceed ten (10) years) using an amortization rate
reasonably determined by Landlord, and shall be an Operating Cost for purposes
of this Lease.


 


4.22.5                                          Tenant
agrees to indemnify, defend and hold harmless Landlord and Landlord’s Agents
from and against any and all Claims arising out of or relating to any failure
of Tenant or Tenant’s Agents to comply with Tenant’s obligations under this
Paragraph.


 


4.23                                                   Quiet Enjoyment.  Landlord covenants that Tenant, upon paying
Base Rent, Additional Rent and all other sums payable under this Lease and
performing all covenants and conditions required of Tenant under this Lease
shall and may peacefully have, hold and enjoy the Premises without hindrance or
molestation by Landlord or any person claiming under Landlord.


 


4.24                                                   Signs.  Tenant shall not install any signs on the
Building exterior or inscribe, post, place, or in any manner display any sign,
notice, picture, placard or poster, or any advertising matter whatsoever,
anywhere in or about the Land or Building (including, without limitation, the
interior of the Premises) at places visible (either directly or indirectly as
an outline or shadow on a glass pane) from anywhere outside the Premises
without first obtaining Landlord’s consent, which consent shall not be
unreasonably withheld, conditioned or delayed. 
Subject to Landlord’s consent, which consent shall not be unreasonably
withheld, conditioned or delayed and subject to Tenant’s compliance with all
applicable Governmental Requirements, including receipt of all necessary
permits, Tenant shall have the non-exclusive right to install and maintain, at
Tenant’s sole cost and expense, (a) signs in all parking areas and (b) signs
in the glass doors installed in the entrances to the Building (the Building
Signage”). Tenant shall at all time maintain the Building Signage in good
condition and repair and, upon expiration or earlier termination of this Lease,
shall remove the Building Signage and restore the Property at the Building
Signage location to its condition prior to the installation of the Building
Signage, all at Tenant’s sole cost and expense.


 


4.25                                                   Subordination. This Lease is
subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s)
or other lien(s) now or subsequently arising upon the Premises, the Building or
the Property, and to renewals, modifications, refinancings and extensions
thereof (collectively referred to as a “Mortgage”) provided that the
holder of any such Mortgage (a “Mortgagee”) agrees to recognize this
Lease and not disturb Tenant’s occupancy or other rights hereunder so long as
no Event of Default has occurred and is continuing.  This clause shall be self-operative, but upon
not less than thirty (30) days prior written request from Landlord, Tenant
shall execute a subordination, non-disturbance and attornment agreement
reasonably satisfactory to the Mortgagee and Tenant. In lieu of having the
Mortgage be superior to this Lease, a Mortgagee shall have the right at any
time to subordinate its Mortgage to this Lease. 
Tenant further covenants and agrees that if any Mortgagee acquires the
Premises as a purchaser at any


 





















 


foreclosure sale or otherwise, Tenant shall recognize and attorn to
such party as landlord under this Lease. 
Tenant waives the provisions of any law or regulation, now or hereafter
in effect, which may give or purport to give Tenant any right to terminate or
otherwise adversely affect this Lease or the obligations of Tenant hereunder in
the event that any such foreclosure or termination or other proceeding is
prosecuted or completed.  Landlord
represents and warrants to Tenant that as of the date hereof the Land and
Building are not subject to a Mortgage.


 


4.26                                                   Intentionally Omitted.


 


4.27                                                   Brokers.  Landlord shall pay commissions to the Brokers
in connection with this Lease in accordance with the terms of the separate
commission agreements between Landlord and the Brokers.  Except for Landlord’s obligations to the
Brokers under such separate commission agreements, each party to this Lease
shall indemnify, defend and hold harmless the other party from and against any
and all Claims asserted against such other party by any real estate broker,
finder or intermediary relating to any act of the indemnifying party in
connection with this Lease.  Each party
represents and warrants to the other that the representing party has not dealt
with any real estate broker with respect to this transaction other than the
Brokers defined in Paragraph 1.1.


 


4.28                                                   Exculpation and Limitation of Liability.  Landlord has executed this Lease by its
authorized agent signing solely in a representative capacity.  Notwithstanding anything contained in this
Lease to the contrary, Tenant confirms that the covenants of Landlord are made
and intended, not as personal covenants of Landlord’s trustee or agent, or for
the purpose of binding the trustee or agent personally, but solely in the
exercise of the representative powers conferred upon the trustee and agent by Landlord.  Liability with respect to the entry and
performance of this Lease by or on behalf of Landlord, however it may arise,
shall be asserted and enforced only against the Landlord’s estate and interest
in the Building or the Land and any insurance or condemnation proceeds for the
Building received by Landlord, and Landlord shall have no personal liability in
the event of any claim against Landlord arising out of or in connection with
this Lease, the relationship of Landlord and Tenant or Tenant’s use of the
Premises.  For purposes hereof, “Landlord’s
estate and interest in the Building or the Land” shall include all rent
received by Landlord and the net proceeds received by Landlord from the sale or
other disposition of all or any part of Landlord’s title or interest in the
property or building (but prior to the distribution of the same to any partner
or shareholder of Landlord or any third party). 
Any and all personal liability, if any, beyond that which may be asserted
under this Paragraph, is expressly waived and released by Tenant and by all
persons claiming by, through or under Tenant.


 





















 


4.29                                                   Intentionally Omitted .


 


4.30                                                   Mechanic’s Liens and Tenant’s Personal Property
Taxes.


 


4.30.1                                          Tenant
shall have no authority, express or implied, to create or place any lien or
encumbrance of any kind or nature whatsoever upon, or in any manner to bind,
the interest of Landlord or Tenant in the Premises or to charge the rentals
payable under this Lease for any Claims in favor of any person dealing with
Tenant, including those who may furnish materials or perform labor for any
construction or repairs. Tenant shall pay or cause to be paid all sums legally
due and payable by it on account of any labor performed or materials furnished
in connection with any work performed on the Premises on which any lien is or
can be validly and legally asserted against its leasehold interest in the
Premises and Tenant shall indemnify, defend and hold harmless Landlord from any
and all Claims arising out of any such asserted Claims.  Tenant agrees to give Landlord immediate
written notice of any such Claim.


 


4.30.2                                          Tenant
shall be liable for all taxes levied or assessed against personal property,
furniture or fixtures placed by Tenant in the Premises.  If any such taxes for which Tenant is liable
are levied or assessed against Landlord or Landlord’s property and Landlord
elects to pay them or if the assessed value of Landlord’s property is increased
by inclusion of such personal property, furniture or fixtures and Landlord
elects to pay the taxes based on such increase, Tenant shall reimburse Landlord
for the sums so paid by Landlord, within fifteen (15) days following demand by
Landlord.


 


4.31                                                   Satellite Antenna.  So long as Tenant is entitled to possession
of the Premises, Tenant shall be entitled, at no additional cost to Tenant, to
use of part of the roof of the Building (the “Roof Space”) for the
purpose of maintaining a satellite dish or an antenna (the “Roof Structure”)
with dimensions no greater than twenty-four (24) inches in diameter or length;
provided however, that (i) the Roof Structure shall be used solely for
Tenant’s internal operational benefit and Tenant shall not derive any benefit
from the sale of use privileges of the Roof Structure, (ii) the portion of
the Roof Space to be used by Tenant for the Roof Structure shall be designated
by Landlord, in Landlord’s sole discretion, (iii) the installation, any
relocation and the removal of the Roof Structure on the Roof Space shall be
performed by Landlord at Tenant’s sole cost and expense, (iv) Tenant shall
be allowed on the Roof Space for the purpose of inspecting or maintaining the
Roof Structure only after advance written notice to Landlord and only if
accompanied by Landlord or Landlord’s agent, and (v) use of the Roof Structure
must not interfere with operations by Landlord or other tenants of the
Building.  Prior to installation of any
Roof Structure, Tenant shall provide to Landlord a specification sheet on the
Roof Structure for Landlord’s approval, which approval shall not be
unreasonably withheld or delayed. If requested by Landlord and upon not less
than thirty (30) days prior written request, Tenant and Landlord shall execute
a license agreement relating to Tenant’s use of the Roof Space in a form
reasonably satisfactory to Tenant and Landlord.


 


4.32                                                   Parking.  Subject to changes required by applicable
Governmental Requirements or eminent domain, Landlord shall provide surface
parking for passenger vehicles for the Building at a ratio of 4.0 parking
spaces for each 1,000 rentable square feet in the Building.  Such parking shall be available without
charge during the Lease Term on a first-come, first-served basis.


 





















 


SECTION 5:   DEFAULT AND
REMEDIES


 


5.1                                                         Events of Default.


 


5.1.1                                                The
occurrence of any one or more of the following events shall constitute a
material default and breach of this Lease by Tenant (“Event of Default”):


 


(a)                                                          vacation
or abandonment of all or any material portion of the Premises; provided that
the vacating of all or a material part of the Premises by Tenant shall not
constitute an Event of Default so long as Tenant continues to pay Base Rent and
Additional Rent and otherwise continue to perform Tenant’s obligations under
this Lease, where such failure continues after Landlord has provided Tenant with
notice of the delinquent payment in accordance with Paragraph 5.1.1.b;


 


(b)                                                         failure
by Tenant to make any payment of Base Rent, Additional Rent or any other sum
payable by Tenant under this Lease where such failure continues for more than
ten (10) calendar days after Landlord has provided Tenant with notice of
the delinquent payment; provided, however, Landlord need not give any such
notice, and Tenant shall not be entitled to any such period of grace, more than
three times in any twelve (12) month period;


 


(c)                                                          an
assignment of this Lease by Tenant or a sublease of any or all of the Premises
without Landlord’s permission except in conformance with Paragraph 4.17 hereof;


 


(d)                                                         failure
by Tenant to observe or perform any covenant or condition of this Lease, other
than the making of payments, where such failure shall continue for a period of
thirty (30) calendar days after written notice from Landlord; provided,
however, that if the nature of the default is such that the same cannot
reasonably be cured within such thirty (30) day period, Tenant shall not be
deemed to be in default if Tenant shall commence the cure of such default
within such thirty (30) day period and thereafter diligently prosecute the same
to completion within sixty (60) days after Tenant receives written notice
thereof;


 


(e)                                                          (1) the
making by Tenant of any general assignment or general arrangement for the
benefit of creditors; (2) the filing by or against Tenant of a petition in
bankruptcy, including reorganization or arrangement, unless, in the case of a
petition filed against Tenant, unless the same is dismissed within forty-five
(45) calendar days; (3) the appointment of a trustee or receiver to take
possession of substantially all of Tenant’s assets located in the Premises or
of Tenant’s interest in this Lease; (4) any execution, levy, attachment or
other process of law against any property of Tenant or Tenant’s interest in
this Lease, unless the same is dismissed within forty-five (45) calendar days; (5) adjudication
that Tenant is bankrupt; (6) the making by Tenant of a transfer in fraud
of creditors; or (7) the failure of Tenant to generally pay its debts as
they become due; or


 


(f)                                                            any
information furnished by or on behalf of Tenant to Landlord in connection with
the entry of this Lease is determined to have been materially false, misleading
or incomplete when made, which is not corrected or completed within thirty (30)
days after written notice from Landlord.


 





















 


5.1.2                                                If
a petition in bankruptcy is filed by or against Tenant, and if this Lease is
treated as an “unexpired lease” under applicable bankruptcy law in such
proceeding, then Tenant agrees that Tenant shall not attempt nor cause any
trustee to attempt to extend the applicable time period within which this Lease
must be assumed or rejected.


 


5.2                                                         Remedies.  If any Event of Default occurs and remains
uncured after Landlord delivers notice of such Event of Default and the
applicable cure period, if any, has expired, Landlord may exercise, without
limiting Landlord in the exercise of any right or remedy at law which Landlord
may have by reason of such Event of Default, the rights and remedies, either
singularly or in combination, as are specified or described in the
subparagraphs of this Paragraph.


 


5.2.1                                                Landlord
may terminate this Lease and all rights of Tenant under this Lease either
immediately or at some later date by giving Tenant written notice that this
Lease is terminated.  If Landlord so
terminates this Lease, then Landlord may recover from Tenant the sum of:


 


(a)                                                          the
unpaid Base Rent, Additional Rent and all other sums payable under this Lease
which have been earned at the time of termination;


 


(b)                                                         interest
at the Default Rate on the unpaid Base Rent, Additional Rent and all other sums
payable under this Lease which have been earned at the time of termination;
plus


 


(c)                                                          the
amount by which the unpaid Base Rent, Additional Rent and all other sums
payable under this Lease which would have been earned after termination until
the time of award exceeds the amount of such rental loss, if any, as Tenant
proves could have been reasonably avoided and interest on such excess at the
Default Rate; plus


 


(d)                                                         the
amount by which the aggregate of the unpaid Base Rent, Additional Rent and all
other sums payable under this Lease for the balance of the Lease Term after the
time of award exceeds the amount of such rental loss, if any, as Tenant proves
could be reasonably avoided, with such difference being discounted to present
value at the Prime Rate at the time of award; plus


 


(e)                                                          any
other amount necessary to compensate Landlord for the detriment proximately
caused by Tenant’s failure to perform Tenant’s obligations under this Lease or
which, in the ordinary course of things, would be likely to result from such
failure, including, leasing commissions, tenant improvement costs, renovation
costs and advertising costs; plus


 


(f)                                                            all
such other amounts in addition to or in lieu of the foregoing as may be
permitted from time to time by applicable law.


 


5.2.2                                                Landlord
shall also have the right, without terminating this Lease, to re-enter the
Premises and remove all persons and property from the Premises.  Landlord may cause property so removed from
the Premises to be stored in a public warehouse or elsewhere at the expense and
for the account of Tenant.


 





















 


5.2.3                                                Landlord
shall also have the right, without terminating this Lease, to accelerate and
recover from Tenant the sum of all unpaid Base Rent, Additional Rent and all
other sums payable under the then remaining term of the Lease, discounting such
amount to present value at the Prime Rate. 
Upon recovery of all such amounts, the Lease and all rights of Tenant
hereunder shall terminate.


 


5.2.4                                                If
Tenant vacates, abandons or surrenders the Premises in violation of this Lease,
or if Landlord re-enters the Premises as provided in subparagraph 5.2.2 or
takes possession of the Premises pursuant to legal proceedings or through any
notice procedure provided by law, then, if Landlord does not elect to terminate
this Lease, Landlord may, from time to time, without terminating this Lease,
either (a) recover all Base Rent, Additional Rent and all other sums
payable under this Lease as they become due or (b) relet the Premises or
any part of the Premises on behalf of and for the benefit of Tenant for such
term or terms, at such rent or rents and pursuant to such other provisions as
Landlord may reasonably deem advisable, all with the right, at Tenant’s cost,
to make alterations and repairs to the Premises and recover any deficiency from
Tenant as set forth in subparagraph 5.2.6.


 


5.2.5                                                None
of the following remedial actions, singly or in combination, shall be construed
as an election by Landlord to terminate this Lease unless Landlord has in fact
given Tenant written notice that this Lease is terminated:  an act by Landlord to maintain or preserve
the Premises; any efforts by Landlord to relet the Premises; any repairs or
alterations made by Landlord to the Premises; re-entry, repossession or
reletting of the Premises by Landlord pursuant to this Paragraph or the appointment
of a receiver, upon the initiative of Landlord, to protect Landlord’s interest
under this Lease.  If Landlord takes any
of the foregoing remedial action without terminating this Lease, Landlord may
nevertheless at any time after taking any such remedial action terminate this
Lease by written notice to Tenant.


 


5.2.6                                                Landlord
shall use reasonable commercial efforts to relet the Premises following an
Event of Default.  The parties agree that
it shall be reasonable for Landlord to refuse to relet the Premises on the
grounds set forth in Paragraph 4.17.3. 
The parties further agree that Landlord shall not violate its
obligations under this Paragraph if it leases other available space in the
Building before leasing the Premises.  If
Landlord relets the Premises, Landlord shall apply the revenue from such
reletting as follows:  first, to the
payment of any indebtedness of Tenant to Landlord other than Base Rent,
Additional Rent or any other sums payable by Tenant under this Lease; second,
to the payment of any reasonable cost of reletting (including finders’ fees and
leasing commissions); third, to the payment of the reasonable cost of any
alterations, improvements, maintenance and repairs to the Premises; and fourth,
to the payment of Base Rent, Additional Rent and other sums due and payable and
unpaid under this Lease.  Landlord shall
hold and apply the residue, if any, to payment of future Base Rent, Additional
Rent and other sums payable under this Lease as the same become due, and shall
deliver the eventual balance, if any, to Tenant.  Should revenue from letting during any month,
after application pursuant to the foregoing provisions, be less than the sum of
the Base Rent, Additional Rent and other sums payable under this Lease and
Landlord’s expenditures for the Premises during such month, Tenant shall be
obligated to pay such deficiency to Landlord as and when such deficiency
arises.


 





















 


5.2.7                                                TENANT,
IN CONSIDERATION FOR THE EXECUTION OF THIS LEASE BY LANDLORD AND FOR THE
COVENANTS AND AGREEMENTS ON THE PART OF LANDLORD HEREIN CONTAINED, AND
FULLY COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS INCLUDING RIGHTS OF
PRE-JUDGMENT NOTICE AND HEARING PRIOR TO ENTRY OF JUDGMENT AND EXECUTION ON
SUCH JUDGMENT, HEREBY EXPRESSLY AUTHORIZES AND EMPOWERS (WHICH POWER IS COUPLED
WITH AN INTEREST) ANY PROTHONOTARY OR ATTORNEY OF ANY COURT OF RECORD TO ACCEPT
SERVICE OF PROCESS FOR, TO APPEAR FOR, AND TO CONFESS JUDGMENT AGAINST TENANT
TO RECOVER POSSESSION FROM TIME TO TIME OF THE PREMISES (AND TENANT AGREES THAT
UPON THE ENTRY OF JUDGMENT FOR POSSESSION, A WRIT OF POSSESSION OR OTHER
APPROPRIATE PROCESS MAY ISSUE FORTHWITH). 
In any action by confession for ejectment, Landlord shall first cause to
be filed in such action an affidavit made by it or someone acting for it
setting forth the facts necessary to authorize the entry of judgment, of which
facts such affidavit shall be conclusive evidence, and if a true copy of this
Lease be filed in such action, it shall not be necessary to file the original
as a warrant of attorney, any rule of court, custom or practice to the
contrary notwithstanding.  The authority
to confess judgment against Tenant hereunder shall not be exhausted by one (1) exercise
thereof, but judgment may be confessed as provided herein from time to time as
often as any Event of Default occurs and is continuing under this Lease, and
such authority may be exercised as well after the expiration of the Term of
this Lease or during or after the expiration of any renewal Term, by Landlord
or any successor Landlord.


 


5.2.8                                                Pursuit
of any of the foregoing remedies shall not preclude pursuit of any of the other
remedies provided in this Lease or by law (all such remedies being cumulative),
nor shall pursuit of any remedy provided in this Lease constitute a forfeiture
or waiver of any Base Rent, Additional Rent or other sum payable under this
Lease or of any damages accruing to Landlord by reason of the violation of any
of the covenants or conditions contained in this Lease.


 


5.3                                                         Right to Perform.  If Tenant shall fail to pay any sum of money,
other than Base Rent or Additional Rent, required to be paid by it under this
Lease or shall fail to perform any other act on its part to be performed under
this Lease, and such failure shall continue for thirty (30) calendar days after
notice of such failure by Landlord (or such shorter period as may be reasonable
under the circumstances), Landlord may, but shall not be obligated to, and
without waiving or releasing Tenant from any obligations of Tenant, make such
payment or perform such other act on Tenant’s part to be made or performed as
provided in this Lease.  Landlord shall
have (in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment of sums due under this Paragraph as in
the case of default by Tenant in the payment of Base Rent.


 


5.4                                                         Landlord’s Default.  In the event that Landlord defaults under or
breaches this Lease, Tenant shall notify Landlord of such default or breach in
writing, and Tenant shall not exercise any right or remedy which Tenant may
have under this Lease, at law or in equity if Landlord commences to cure such
default or breach within thirty (30) calendar days after receipt of Tenant’s
notice and thereafter diligently prosecutes the cure to completion within sixty
(60) days after Landlord receives written notice thereof.


 





















 


SECTION 6:   MISCELLANEOUS
PROVISIONS


 


6.1                                                         Notices.  Unless otherwise specifically stated in this
Lease, any notice, request or written communication required or permitted to be
delivered under this Lease shall be:  (a) in
writing; (b) transmitted by personal delivery, express or courier service,
United States Postal Service in the manner described below, or electronic means
of transmitting written material; and (c) deemed to be delivered on the
earlier of the date received or four (4) calendar days after having been
deposited in the United States Postal Service, postage prepaid.  Such writings shall be addressed to Landlord
or Tenant, as the case may be, at the respective designated addresses set forth
opposite their signatures, or at such other address(es) as they may, after the
execution date of this Lease, specify by written notice delivered in accordance
with this Paragraph, with copies to the persons at the addresses, if any, designated
opposite each party’s signature.  Those
notices which contain a notice of breach or default or a demand for performance
may be sent by any of the methods described in clause (b) above, but if
transmitted by personal delivery or electronic means, shall also be sent
concurrently by certified or registered mail, return receipt requested.


 


6.2                                                         Attorney’s Fees and Expenses.  In the event either party requires the
services of an attorney in connection with enforcing the terms of this Lease,
or in the event suit is brought for the recovery of Base Rent, Additional Rent
or any other sums payable under this Lease or for the breach of any covenant or
condition of this Lease, or for the restitution of the Premises to Landlord or
the eviction of Tenant during the Lease Term or after the expiration or earlier
termination of this Lease, the prevailing party shall be entitled to a
reasonable sum for attorney’s and paralegal’s fees, expenses and court costs,
including those relating to any appeal.


 


6.3                                                         No Accord and Satisfaction.  No payment by Tenant or receipt by Landlord
of an amount less than the Base Rent or Additional Rent or any other sum due
and payable under this Lease shall be deemed to be other than a payment on
account of the Base Rent, Additional Rent or other such sum, nor shall any
endorsement or statement on any check or any letter accompanying any check or
payment be deemed an accord and satisfaction, nor preclude Landlord’s right to
recover the balance of any amount payable or Landlord’s right to pursue any
other remedy provided in this Lease or at law, unless specifically agreed to in
writing by Landlord.


 


6.4                                                         Successors; Joint and Several Liability.  Except as provided in the Paragraph captioned
“Exculpation and Limitation of Liability” and subject to the Paragraph
captioned “Assignment and Subletting by Landlord”, all of the covenants and
conditions contained in this Lease shall apply to and be binding upon Landlord
and Tenant and their respective heirs, executors, administrators, successors
and assigns.  In the event that more than
one person, partnership, company, corporation or other entity is included in
the term “Tenant,” then each such person, partnership, company, corporation or
other entity shall be jointly and severally liable for all obligations of
Tenant under this Lease.


 


6.5                                                         Choice of Law.  This Lease shall be construed and governed by
the laws of the Commonwealth of Pennsylvania. 
Tenant consents to venue in the Eastern District of Pennsylvania or
Chester County, Pennsylvania for any legal proceeding brought by Landlord or
Tenant to enforce the terms of this Lease.


 





















 


6.6                                                         No Waiver of Remedies.  Unless otherwise stated in this Lease, the
waiver by Landlord or Tenant of any covenant or condition contained in this
Lease shall not be deemed to be a waiver of any subsequent breach of such
covenant or condition nor shall any custom or practice which may develop
between the parties in the administration of this Lease be construed to waive
or lessen the rights of Landlord or Tenant, as the case may be, to insist on
the strict performance by the other of all of the covenants and conditions of
this Lease.  Unless otherwise
specifically provided under this Lease, no act or thing done by Landlord or
Landlord’s Agents during the Lease Term shall be deemed an acceptance or a
surrender of the Premises, and no agreement to accept a surrender of the
Premises shall be valid unless made in writing and signed by Landlord. The
mention in this Lease of any particular remedy shall not preclude Landlord from
any other remedy it might have, either under this Lease or at law, nor shall
the waiver of or redress for any violation of any covenant or condition in this
Lease or in any of the rules or regulations attached to this Lease or
later adopted by Landlord, prevent a subsequent act, which would have
originally constituted a violation, from having all the force and effect of an
original violation.  The receipt by
Landlord or payment by Tenant of Base Rent, Additional Rent or any other sum
payable under this Lease with knowledge of a breach of any covenant or
condition in this Lease shall not be deemed a waiver of such breach.  The failure of Landlord to enforce any of the
rules and regulations attached to this Lease or later adopted, against
Tenant or any other tenant in the Building, shall not be deemed a waiver.  To be effective, any waiver by Landlord or
Tenant must be in writing and signed by the party against whom such waiver is
claimed.


 


6.7                                                         Offer to Lease.  The submission of this Lease to Tenant or its
broker or other agent does not constitute an offer to Tenant to lease the
Premises.  This Lease shall have no force
or effect until: (a) it is executed and delivered by Tenant to Landlord;
and (b) it is executed and delivered by Landlord to Tenant.


 


6.8                                                         Force Majeure.  In the event that either party shall be
delayed, hindered in or prevented from the performance of any act or obligation
required under this Lease (other than the payment of money) by reason of Force
Majeure, then performance of such act or obligation shall be excused for the
period of the delay and the period for the performance of any such act or
obligation shall be extended for the period equivalent to the period of such
delay.  Nothing in the foregoing shall
abrogate Tenant’s right to delay the Rent Commencement Date as provided in
Paragraph 1.1, or to terminate this Lease as provided in Paragraphs 4.10 or
4.11.


 


6.9                                                         Landlord’s Consent.  Unless otherwise provided in this Lease,
whenever Landlord’s consent, approval or other action is required under the
terms of this Lease, such consent, approval or action shall be subject to
Landlord’s judgment or discretion exercised in good faith and shall be
delivered in writing.


 


6.10                                                   Severability; Captions.  If any clause or provision of this Lease is
determined to be illegal, invalid, or unenforceable under present or future
laws, the remainder of this Lease shall not be affected by such determination,
and in lieu of each clause or provision that is determined to be illegal,
invalid or unenforceable, there be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid or unenforceable clause
or provision as may be possible and be legal, valid and enforceable.  Headings or captions in this Lease are added
as a matter of convenience only and in no way define, limit or otherwise affect
the construction or interpretation of this Lease.


 





















 


6.11                                                   Interpretation.  Whenever a provision of this Lease uses the
term (a) ”include” or “including”, that term shall not be limiting but
shall be construed as illustrative, (b) ”covenant”, that term shall
include any covenant, agreement, term or provision, (c) ”at law”, that
term shall mean at law or in equity, or both, and (d) ”day”, that
uncapitalized word shall mean a calendar day. 
This Lease shall be given a fair and reasonable interpretation of the
words contained in it without any weight being given to whether a provision was
drafted by one party or its counsel.


 


6.12                                                   Incorporation of Prior Agreement; Amendments.  This Lease contains all of the agreements of
the parties to this Lease with respect to any matter covered or mentioned in
this Lease, whether oral or written, and no prior or contemporaneous agreement
or understanding pertaining to any such matter shall be effective for any purpose.  No provision of this Lease may be amended or
added to except by an agreement in writing signed by the parties to this Lease
or their respective successors in interest.


 


6.13                                                   Authority.  If Tenant is a partnership, company,
corporation or other entity, each individual executing this Lease on behalf of
Tenant represents and warrants to Landlord that he or she is duly authorized to
so execute and deliver this Lease and that all partnership, company,
corporation or other entity actions and consents required for execution of this
Lease have been given, granted or obtained. 
If Tenant is a partnership, company, corporation or other business
organization, it shall, within ten (10) calendar days after demand by
Landlord, deliver to Landlord satisfactory evidence of the due authorization of
this Lease and the authority of the person executing this Lease on its behalf.


 


6.14                                                   Time of Essence.  Time is of the essence with respect to the
performance of every covenant and condition of this Lease.


 


6.15                                                   Survival of Obligations.  Notwithstanding anything contained in this
Lease to the contrary or the expiration or earlier termination of this Lease,
any and all obligations of either party accruing prior to the expiration or
termination of this Lease shall survive the expiration or earlier termination
of this Lease, and either party shall promptly perform all such obligations
whether or not this Lease has expired or terminated.  Such obligations shall include any and all
indemnity obligations set forth in this Lease.


 


6.16                                                   Consent to Service.  Tenant irrevocably consents to the service of
process of any action or proceeding at the address provided pursuant to
Paragraph 6.1, as amended from time to time. 
Nothing in this Paragraph shall affect the right to serve process in any
other manner permitted by law.


 


6.17                                                   Landlord’s Authorized Agents.  Notwithstanding anything contained in the
Lease to the contrary, including without limitation, the definition of Landlord’s
Agents, only Kennedy Associates Real Estate Counsel, Inc., the authorized
signatory of this Lease, and officers of Riggs & Company, the trustee
of Landlord, are authorized to amend, renew or terminate this Lease, or to
compromise any of Landlord’s claims under this Lease or to bind Landlord in any
manner.  Without limiting the effect of
the previous sentence, no property manager or broker shall be considered an
authorized agent of Landlord to amend, renew or


 





















 


terminate this Lease, to compromise any of Landlord’s claims under this
Lease or to bind Landlord in any manner.


 


6.18                                                   Waiver of Jury Trial.  Landlord and Tenant agree to waive trial by
jury in any action, proceeding or counterclaim brought by either against the
other on any matter arising out of or relating in any way to this Lease.


 


6.19                                                   Representations and Warranties of Landlord.
Landlord represents and warrants to Tenant that Landlord is a trust organized
under 12 C.F.R. Section 9.18 whose Trustee is Riggs and Company.  Landlord has full power and authority to
enter into this Lease.  The person
executing this Lease on behalf of Landlord is duly authorized to do so.


 


(signature pages follow)


 





















 


LANDLORD SIGNATURE PAGE


TO OFFICE LEASE


 


 


IN WITNESS WHEREOF, Landlord has executed this Lease
as of the day and year first above set forth.


 


	
  Designated Address for Landlord:

  	
  LANDLORD:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Riggs Bank N.A., as trustee of the

  	
  MULTI-EMPLOYER PROPERTY TRUST,

  
	
  Multi-Employer Property Trust

  	
  a trust organized under 12 C.F.R. Section 9.18

  
	
  808 17th Street, NW

  	
   

  	
   

  	
   

  
	
  Washington, DC 20006

  	
  By:

  	
  Kennedy Associates Real Estate

  	
   

  
	
  Attn: Patrick O. Mayberry

  	
   

  	
  Counsel, Inc.,

  	
   

  
	
  Facsimile: 202-835-6887

  	
   

  	
  Authorized Signatory

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  with copies to:

  	
   

  	
  By:

  	
  /s/ James R. Landau

  	
   

  
	
   

  	
   

  	
  Name:

  	
  James R. Landau

  	
   

  
	
  The Multi-Employer Property Trust

  	
   

  	
  Its:

  	
  Vice President

  	
   

  
	
  c/o Kennedy Associates Real Estate Counsel, Inc.

  	
   

  	
   

  	
   

  
	
  2400 Financial Center

  	
   

  	
   

  	
   

  
	
  1215 Fourth Avenue

  	
   

  	
   

  	
   

  
	
  Seattle, WA 98616

  	
   

  	
   

  	
   

  
	
  Attn: Director of Asset Management

  	
   

  	
   

  	
   

  
	
  Facsimile: 206-682-4769

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  and

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  The Multi-Employer Property Trust

  	
   

  	
   

  	
   

  
	
  c/o Kennedy Associates Real Estate Counsel, Inc.

  	
   

  	
   

  	
   

  
	
  7315 Wisconsin Avenue, Suite 350 West

  	
   

  	
   

  	
   

  
	
  Bethesda, MD 20814

  	
   

  	
   

  	
   

  
	
  Attn: Vice President, Asset Management

  	
   

  	
   

  	
   

  
	
  Facsimile: 301-656-9339

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  with a copy to Manager at:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Trammell Crow Company

  	
   

  	
   

  	
   

  
	
  101 West Elm Street, Suite 400

  	
   

  	
   

  	
   

  
	
  Conshohocken, PA 19428

  	
   

  	
   

  	
   

  
	
  Facsimile: 484-530-4601

  	
   

  	
   

  	
   

  
							



 





















 


TENANT SIGNATURE PAGE


TO OFFICE LEASE


 


 


IN WITNESS WHEREOF, Tenant has executed this Lease as
of the day and year first above set forth.


 


 


	
  Designated Address for Tenant:

  	
  TENANT:

  
	
   

  	
   

  	
   

  
	
  Cephalon, Inc.

  	
  CEPHALON, INC.,

  
	
  145 Brandywine Parkway

  	
  a Delaware corporation

  
	
  West Chester, PA 19380

  	
   

  	
   

  
	
  Attn: Richard L. Gulino, Esq.

  	
  By:

  	
  /s/ Carl A. Savini

  
	
  Facsimile: 610-738-6590

  	
  Name:

  	
  Carl A. Savini

  
	
   

  	
  Its:

  	
  Sr. Vice President, Human Resources

  
	
  with a copy to:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Morgan, Lewis & Bockius LLP

  	
   

  	
   

  
	
  1701 Market Street

  	
   

  	
   

  
	
  Philadelphia, PA 19103

  	
   

  	
   

  
	
  Attn: J. J.
  Broderick, Esq.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Facsimile: 215-963-5001

  	
   

  	
   

  



 


 





















 


EXHIBIT A TO LEASE


 


LEGAL DESCRIPTION OF LAND


 


LOT 2 - WESTBROOK
CORPORATE CENTER


 


ALL THAT CERTAIN LOT or parcel of ground, Situate in
the Township of East Whiteland, County of Chester and State of Pennsylvania,
bounded and described according to a Subdivision Plan of Westbrook Corporate
Center for Trammell Crow Company, prepared by Edward B. Walsh and Associates, Inc.,
Civil Engineers, Exton, PA, dated January 27, 1997 and last revised June 9,
1997.  Being more particularly described
as follows:


 


BEGINNING at a point on the Northerly right-of-way of
Moore Road (T-415) (60 feet wide), said point being a corner this and Lot
3 as shown on said plan, thence extending along the northerly right-of-way of
Moore Road, the four (4) following courses and distances: (1) South
61 degrees 16 minutes 30 seconds West, 336.08 feet to a point, (2) South
64 degrees 53 minutes 32 seconds West, 124.05 feet to a point of curvature, (3) on
the arc of a circle curving to the left, having a radius of 488.37 feet, the
arc distance of 102.06 feet to a point at a point of tangency, and (4) South
52 degrees 55 minutes 08 seconds West, 190.79 feet to a point in the bed of a
stream, on the northeasterly right-of-way of Conestoga Road (S. R. 0401)
(variable width) being a point on a non tangent curve, a radial line to said
point bears South 31 degrees 55 minutes 36 seconds West; thence extending along
the said right-of-way, the five (5) following courses and distances: (1) on
the arc of a circle curving to the left, having a radius of 5,829.58 feet, the
arc distance of 82.13 feet to a point, (2) radial to last mentioned curve,
South 31 degrees 07 minutes 10 seconds West, crossing said stream 40.00 feet to
a point, a point of nontangent curve, a radial line to said curve bears South
31 degrees 07 minutes 10 seconds West, (3) on the arc of a circle curving
to the left, having a radius of 5,789.58 feet, crossing another stream, the arc
distance of 455.66 feet to a point of tangency, (4) North 63 degrees 23
minutes 24 seconds West, 99.06 feet to a point, and (5) South 26 degrees
36 minutes 36 seconds West 37.00 feet to a point on the Northeasterly
right-of-way of Conestoga Road (S. R. 0401); thence along said right of way
North 63 degrees 23 minutes 24 seconds West, 440.33 feet to a point in line of
lands now or late of Great Valley High School; thence extending along the same,
the two (2) following courses and distances: (1) North 33 degrees 20
minutes 30 seconds East, re-crossing said stream, 834.01 feet to a marble
monument found, and (2) South 56 degrees 39 minutes 30 seconds East,
1004.00 feet to an Iron Pin Set, a corner of lands now or late of East
Whiteland Township; thence extending along the same, North 33 degrees 20
Minutes 30 seconds East 179.73 feet to an Iron Pin Set, a corner of late now or
late Kathryn Freda Cubbing; thence along of said Cubbing South 56 degrees 39
minutes 30 seconds East 163.18 feet to an Iron Pin Set; thence still along land
of said Cubbing and land now or late of James L. and Viola A. Price South 76
degrees 52 minutes 50 seconds East 81.79 feet to a point a corner of Lot #3 as
shown on said plan thence along said Lot 3 South 05 degrees 26 minutes 12
seconds East 243.23 feet to the said point an place of beginning.


 


BEING Lot 2 as shown on said plan.


CONTAINING: 
21.995 acres of land, be the same, more or less.


 





















 


LOT 3 - WESTBROOK
CORPORATE CENTER


 


ALL THAT CERTAIN LOT or parcel of ground, Situate in
the Township of East Whiteland, County of Chester and State of Pennsylvania,
bounded and described according to a Subdivision Plan of Westbrook Corporate
Center for Trammell Crow Company, prepared by Edward B. Walsh and Associates, Inc.,
Civil Engineers, Exton, PA, dated January 27, 1997 and last revised June 9,
1997.  Being more particularly described
as follows:


 


BEGINNING at a point of Northerly right-of-way line of
Moore Road, (T-415)(60 feet wide), said point being a corner of Lot 4;
thence extending from said point of beginning along the North side of Moore
Road, South 61 degrees 16 minutes 30 seconds West 296.70 feet to a point, a
corner of Lot 2 as shown on said plan; thence extending along the same, North
05 degrees 26 minutes 12 seconds West, 243.23 feet to a point in the land now
or late of James L. and Viola A. Price; thence along the land of said Price the
three (3) following courses and distances: (1) South 76 degrees 52
minutes 50 seconds East, 44.00 feet to an Iron Pin Set; (2) North 84
degrees 55 minutes 10 seconds East, 170.48 feet to an Iron Pin Set; (3), North
66 degrees 43 minutes 10 seconds East, 11.65 feet to a point, a corner of Lot 4
as shown on said plan; thence along said Lot 4, South 28 degrees 43 minutes 30
seconds East, 124.58 feet to the point and place of beginning.


 


BEING Lot 3 as shown on said plan.


 


CONTAINING: 44,001 square feet of land, be the same,
more or less.


 





















 


LOT 4 - WESTBROOK
CORPORATE CENTER


 


ALL THAT CERTAIN LOT or parcel of ground, Situate in Township
of East Whiteland, County of Chester and State of Pennsylvania, bounded and
described according to a Subdivision Plan of Westbrook Corporate Center for
Trammell Crow Company, prepared by Edward B. Walsh and Associates, Inc.,
Civil Engineers, Exton, PA, dated January 27, 1997 and last revised June 9,
1997.  Being more particularly described
as follows:


 


BEGINNING at a point of the Northerly right-of-way
line of Moore Road, (T-415)(60 feet wide), said point being a corner of
land now or late of Paul R. and Mary Kay Dunne; thence extending from said
point of beginning along the North side of Moore Road, South 61 degrees 16
minutes 30 seconds West 321.74 feet to a point, a corner of Lot 3 as shown on
said plan; thence extending along the same, North 28 degrees 43 minutes 30
seconds West, 124.58 feet to a point in line of lands now or late of James and
Viola A. Price; thence continuing along said Price and lands now or late of
Robert J. and Mary Ellen Clarke, North 66 degrees 43 minutes 10 seconds East, 152.77
feet to an Iron Pin Set; thence continuing along Clark and lands now or late of
Dr. Karl A. and Marylyn Palmer, North 36 degrees 14 minutes 20 seconds
East, 207.88 feet to an Iron Pin Set a corner of said Dunne; thence along said
Dunne, South 23 degrees 20 minutes 00 seconds East, 198.94 feet to the first
mentioned point and place of beginning.


 


BEING Lot 4 as shown on said plan.


 


CONTAINING: 45,012 square feet of land, be the same,
more or less


 


TOGETHER WITH certain easement rights reserved unto
the Grantor by Deed of Dedication dated July 30, 1985 recorded October 29,
1985 in Record Book 117 page 407.


 





















 


EXHIBIT B TO LEASE


 


DRAWING SHOWING LOCATION
OF THE PREMISES


 


[graphic omitted]


 





















 


EXHIBIT “C”


 


WESTBROOK CORPORATE
CENTER


 


TENANT IMPROVEMENTS


 


The following provisions shall apply to the design and
construction of the Tenant Improvements with the same force and effect as if
all of the provisions of this Exhibit ”C” were set forth at length in the
body of the Lease.


 


1.                                       Plans
and Specifications. Tenant shall prepare and submit to Landlord for its
approval, which approval shall not be unreasonably withheld, conditioned or
delayed, construction drawings, plans and specifications for all improvements
to the Premises to be constructed by Tenant, including but not limited to any
proposed demolition or modification of the existing improvements in the
Premises.  If Landlord fails to respond
to Tenant’s request for approval of such construction drawings, plans and
specifications within fifteen (15) days of receipt, Landlord shall be deemed to
have approved such construction drawings, plans and specifications.  Such construction drawings, plans and
specifications, once approved by Landlord, are referred to herein and throughout
this Lease as the “Plans and Specifications”. 
Without limiting the generality of the foregoing, the Plans and
Specifications shall show the following details:  partition layout (dimensioned), door location
and door schedule, reflected ceiling plans, electrical outlets with locations
dimensioned, occupancy requirements by room or space, drawings, sections,
details and specifications for special equipment and fixtures, dimensioned
locations of all floor loads beyond 60 lbs. per square foot (including
partition load), requirements for special air-conditioning, plumbing and
electrical needs, and specifications of all specialty systems or equipment to
be installed in the Premises. Tenant shall not make any material modification
to the Plans and Specifications without first submitting the proposed
modification to Landlord and obtaining Landlord’s written consent thereto,
which consent shall not be unreasonably withheld, conditioned or delayed.


 


2.                                       Construction.


 


(a)                                  The
Tenant Improvements shall be constructed in a good and workmanlike manner, in
compliance with all Governmental Requirements, by contractors approved in
advance by Landlord (which approval shall not be unreasonably withheld,
conditioned or delayed) (collectively, the “Tenant Improvement Contractor”).  Without limiting the scope of Landlord’s
approval rights, the Tenant Improvement Contractor must be a party to and bound
by a collective bargaining agreement with a labor organization affiliated with
the Building and Construction Trades Council of the AFL-CIO and covenant to
employ with respect to the construction of the Tenant Improvements only
subcontractors similarly bound by such a collective bargaining agreement and
employing only members of such labor organizations to perform work within their
respective jurisdictions.


 


(b)                                 Landlord’s
construction manager shall be given access to the Premises at all times during
the performance of the Tenant Improvements for purposes of reviewing the
same.  Landlord shall have the right to
reject any portion of the Tenant Improvements which Landlord reasonably
determines to deviate materially from the Plans and Specifications or to be in
violation of any Governmental Requirements. 
Upon substantial completion of the Premises,


 


1





















 


the Tenant Improvements shall be reviewed for quality
control (punchlisted) by Landlord’s construction manager.  Any and all portions of the Tenant
Improvements not in material conformance with the Plans and Specifications
shall be corrected by Tenant, at Tenant’s expense, within thirty (30) days
after notification of such material defects by Landlord or, if Tenant is
diligently prosecuting such correction, until such correction is
completed.  Landlord’s review of the
Plans and Specifications or inspection of the Tenant Improvements is for
Landlord’s separate purposes; Landlord’s approval or inspection of any Tenant
Improvements shall not be construed as a recommendation, representation or
warranty of any kind, including but not limited to compliance with Governmental
Requirements or fitness for a particular purpose, or otherwise limit Tenant’s
obligations under this Lease.


 


(c)                                  Prior
to the commencement of the Tenant Improvements, Tenant or the Tenant
Improvement Contractor shall provide to Landlord copies of all required building
permits for construction of the Tenant Improvements and insurance certificates
with coverages and limits as specified by Landlord, naming Landlord and the
Manager as additional insureds.  The
Tenant Improvement Contractor shall also execute a waiver of mechanics liens in
form and substance satisfactory to Landlord, which waiver must be filed with
the Chester County Prothonotary prior to commencement of such Tenant
Improvements at Tenant’s expense.


 


(d)                                 Tenant
shall be solely responsible for (i) transportation, safekeeping and
storage of material and equipment used in the performance of the work by the
Tenant Improvement Contractor, (ii) the cost of removal of debris and
waste resulting therefrom, and (iii) any damage caused by the Tenant
Improvement Contractor; provided however, that Tenant shall be entitled to draw
upon the Tenant Improvement Allowance for payment of costs associated with
subsections (i) and (ii) of this subsection (d).


 


3.                                       Tenant
Improvement Costs.


 


(a)                                  The
cost of any improvement, modification, construction, design, management,
inspection, review or any other cost or expense incurred toward the preparation
of the Tenant Improvements for Tenant’s desired and Permitted Use, including
but not limited to the cost of architectural and engineering services, permits
and approvals and the sums payable to the Tenant Improvement Contractor, are
collectively referred to herein as the “Tenant Improvement Costs”.  The Tenant Improvement Costs shall also include
a construction management fee equal to [**] percent ([**]%) of all other costs
included in the Tenant Improvement Costs, payable to Landlord to cover the cost
of construction management services provided by the Manager to Landlord.  Tenant shall be responsible for payment of
the Tenant Improvement Costs as and when due, subject to reimbursement by
Landlord in an amount not to exceed the Tenant Improvement Allowance pursuant
to Section 4 below.


 


(b)                                 Prior
to commencement of the Tenant Improvements, Tenant shall deliver to Landlord a
certificate executed by Tenant attaching a budget (the “Budget”) for the Tenant
Improvements, which shall constitute Tenant’s good faith estimate of all Tenant
Improvement Costs for the Premises. 
Tenant shall be permitted from time to time to adjust the Budget if Tenant’s
good faith estimate has changed.


 










** Portions of this
exhibit have been omitted and filed separately pursuant to an application for
confidential treatment filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as
amended.


 


 





















 


4.                                       Tenant
Improvement Allowance.


 


(a)                                  Landlord
shall reimburse Tenant for any Tenant Improvement Costs for the Premises up to
a maximum of the Tenant Improvement Allowance. Landlord shall pay the Tenant
Improvement Allowance within 30 days of receiving the following:


 


(i)                                     final
releases of lien signed by the Tenant Improvement Contractor and all
subcontractors who provided any labor or materials with respect to the Tenant
Improvements (which releases may be contingent upon the receipt of sums
reflected in the final payment application and/or which may exclude reasonable
holdbacks for punchlist items);


 


(ii)                                  a
certificate executed by Tenant confirming the amount of Tenant Improvement
Costs incurred by Tenant and that all Tenant Improvement Costs have been paid
by Tenant except for reasonable holdbacks related to punchlist items as
specified in such certificate; and


 


(iii)                               a set of the Plans and
Specifications marked to show as-built conditions, which shall be reproducible
if permitted by the party that prepared such Plans and Specifications.


 


(b)                                 Landlord’s
obligation to reimburse Tenant in accordance with subparagraph (a) above
shall be conditioned upon the following:


 


(i)                                     No
Event of Default shall have occurred and be continuing hereunder at the time
any such payment is requested; and


 


(ii)                                  Construction
of the Tenant Improvements shall have been substantially completed.


 


In the event that the cost of the Tenant Improvements
is less than the Tenant Improvement Allowance, Tenant shall receive a credit in
the amount of such savings, to be applied against the installments of Base Rent
first falling due following determination of the amount of such credit.


 





















 


EXHIBIT D TO LEASE


 


Intentionally Deleted


 


 


1





















 


EXHIBIT E TO LEASE


 


RULES AND REGULATIONS


 


1.                                       Except
as provided in the Lease, no sign, placard, picture, advertisement, name or
notice shall be installed or displayed on any part of the outside or inside of
the Building or Land without the prior written consent of the Landlord.  Landlord shall have the right to remove, at
Tenant’s expense and without notice, any sign installed or displayed in
violation of this rule.  All approved
signs or lettering on doors and walls shall be printed, painted, affixed or
inscribed at the expense of Tenant by a person chosen by Landlord.


 


2.                                       If
Landlord reasonably objects in writing to any curtains, blinds, shades, screens
or hanging plants or other similar objects attached to or used in connection
with any window or door of the Premises, Tenant shall immediately discontinue
such use. Tenant shall not place anything against or near glass partitions or
doors or windows which may appear unsightly from outside the Premises.


 


3.                                       Tenant
shall not obstruct any sidewalk, halls, passages, exits, entrances, elevators,
escalators, or stairways of the Building. 
The halls, passages, exits, entrances, elevators, escalators and
stairways are not open to the general public. 
Landlord shall in all cases retain the right to control and prevent
access to such areas of all persons whose presence in the judgment of Landlord
would be prejudicial to the safety, character, reputation and interest of the
Land, Building and the Building’s tenants; provided that, nothing in this Lease
contained shall be construed to prevent such access to persons with whom any
Tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. 
Tenant shall not go upon the roof of the Building.


 


4.                                       The
directory of the Building will be provided exclusively for the display of the
name and location of tenants only, and Landlord reserves the right to exclude
any other names therefrom.


 


5.                                       All
cleaning and janitorial services for the Building and the Premises shall be
provided exclusively through Landlord. Tenant shall not cause any unnecessary
labor by carelessness or indifference to the good order and cleanliness of the
Premises.  Landlord shall not in any way
be responsible to any Tenant for any loss of property on the Premises, however
occurring, or for any damage to any Tenant’s property by the janitor, any of
Landlord’s Agents or any other person.


 


6.                                       Landlord
will furnish Tenant, free of charge, two (2) keys to each door lock in the
Premises.  Landlord may make a reasonable
charge for any additional keys.  Tenant
shall not make or have made additional keys, and Tenant shall not alter any
lock or install a new additional lock or bolt on any door of its Premises.  Tenant, upon the termination of its tenancy,
shall deliver to Landlord the keys of all doors which have been furnished to
Tenant, and in the event of loss of any keys so furnished, shall pay Landlord
therefor.


 


7.                                       If
Tenant requires telegraphic, telephonic, computer circuits, burglar alarm or
similar services, it shall first obtain Landlord’s consent, which consent shall
not be unreasonably


 


1





















 


withheld,
conditioned or delayed, and comply with, Landlord’s instructions for their
installation, and shall pay the entire cost of such installation(s).


 


8.                                       Tenant
shall not place a load upon any floor of the Premises which exceeds the load
per square foot which such floor was designed to carry and which is allowed by
Governmental Requirements.  Heavy objects
shall, if considered necessary by Landlord, stand on such platforms as
determined by Landlord to be necessary to properly distribute the weight.  Business machines and mechanical equipment
belonging to Tenant, which cause noise or vibration that may be transmitted to
the structure of the Building or to any space in the Building or to any other
tenant in the Building, shall be placed and maintained by Tenant, at Tenant’s
expense, on vibration eliminators or other devices sufficient to eliminate
noise or vibration.


 


9.                                       Tenant
shall not use or keep in the Premises any kerosene, gasoline or inflammable or
combustible fluid or material other than those limited quantities permitted by
the Lease.  Tenant shall not use or
permit to be used in the Premises any foul or noxious gas or substance, or
permit or allow the Premises to be occupied or used in a manner offensive or
objectionable to Landlord or other occupants of the Building by reason of
noise, odors or vibrations nor shall Tenant bring into or keep in or about the
Premises any birds or animals.


 


10.                                 Tenant
shall not waste any utility provided by Landlord and agrees to cooperate fully
with Landlord to assure the most effective operation of the Building’s heating
and air-conditioning and to comply with any governmental energy-saving rules,
laws or regulations of which Tenant has actual notice.


 


11.                                 Landlord
reserves the right, exercisable without notice and without liability to Tenant,
to change the name and street address of the Building; provided, however,
Landlord is prohibited from including the name of any competitor of Tenant in
the name of the Building.


 


12.                                 Landlord
reserves the right to exclude from the Building during non-Business Hours, or
such other hours as may be established from time to time by Landlord, and on
Sundays and legal holidays, any person unless that person is known to the
person or employee in charge of the Building and has a pass or is properly
identified.  Tenant shall be responsible
for all persons for whom it requests passes and shall be liable to Landlord for
all acts of such persons.  Landlord shall
not be liable for damages for any reasonable error with regard to the admission
to or exclusion from the Building of any person.  Landlord reserves the right to prevent access
to the Building in case of invasion, mob, riot, public excitement or other
commotion by closing the doors or by other appropriate action.


 


13.                                 Tenant
shall close and lock the doors of its Premises and entirely shut off all water
faucets at the close of business each day. 
Tenant shall be responsible for any damage or injuries sustained by
other tenants or occupants of the Building or by Landlord for noncompliance
with this rule.


 


14.                                 Tenant
shall not arrange for bulk deliveries to the Premises of ice, drinking water,
food, beverage, towel or other similar services, except at such hours as may be
fixed by Landlord for such deliveries, and otherwise in accordance with these Rules and
Regulations.  All such deliveries shall
be made by the freight elevator, and not by passenger elevator.


 


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15.                                 The
toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be
used for any purpose other than that for which they were constructed and no
foreign substance of any kind whatsoever shall be deposited in them.  The expenses of any breakage, stoppage or
damage resulting from the violation of this rule shall be borne by Tenant
if it or its employees or invitees shall have caused it.


 


16.                                 Tenant
shall not sell, or permit the sale at retail, of newspapers, magazines,
periodicals, theater tickets or any other goods or merchandise to the general
public in or on the Premises.  Tenant
shall not make any room-to-room solicitation of business from other tenants in
the Building.  Tenant shall not use the
Premises for any business or activity other than that specifically provided for
in the Lease.


 


17.                                 Except
as provided in Paragraph 4.31 of the Lease, Tenant shall not be permitted to
install radio or television antennas, loudspeaker or other device in, on or
about the Premises or Building without Landlord’s consent, and provided that
the installation and maintenance of such equipment shall not permeate the
membrane of the roof or otherwise vitiate any warranty on the roof of the
Building, and provided further that such equipment shall be properly
screened.  Tenant shall not interfere
with radio or television broadcasting or reception from or in the Building or
elsewhere.


 


18.                                 Landlord
reserves the right to direct electricians as to where and how telephone and
telegraph wires are to be introduced to the Premises.  Tenant shall not cut or bore holes for
wires.  Tenant shall not affix any floor
covering to the floor of the Premises in any manner except pursuant to
Paragraph 4.5 of the Lease.  Tenant shall
repair any damage resulting from noncompliance with this rule.


 


19.                                 Tenant
shall not install upon the Premises any vending machine except at such hours as
may be fixed by Landlord for a delivery of heavy equipment and otherwise in
accordance with these Rules and Regulations.  Any delivery of any vending machine shall be
made by the freight elevator, and not by passenger elevator.


 


20.                                 Canvassing,
soliciting and distribution of handbills or any other written material, and
peddling in the Building or Land are prohibited, and Tenant shall reasonably
cooperate to prevent the same.


 


21.                                 Landlord
reserves the right to exclude or expel from the Building and Land any person
who, in Landlord’s judgment, reasonably exercised, is intoxicated, under the
influence of liquor or drugs or in violation of any of these Rules and
Regulations.


 


22.                                 Tenant
shall store all of its trash and garbage within the Premises.  Tenant shall not place in any trash box or
receptacle any material which cannot be disposed of in the ordinary and
customary manner of trash and garbage disposal. 
All garbage and refuse disposal shall be made in accordance with
directions issued from time to time by Landlord.


 


23.                                 The
Premises shall not be used for lodging or any improper or immoral or
objectionable purpose.  No cooking shall
be done or permitted by Tenant, except for in the cafeteria and except  that use by Tenant of Underwriters’
Laboratory approved equipment for microwaving food or for


 


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brewing coffee,
tea, hot chocolate and similar beverages shall be permitted; provided that,
such equipment and its use is in accordance with all Governmental Requirements.


 


24.                                 Tenant
shall not use in the Premises or in the public halls of the Building any hand
truck except those equipped with rubber tires and side guards or such other
material-handling equipment as Landlord may approve.  Tenant shall not bring any other vehicles of
any kind into the Building.


 


25.                                 Without
the prior written consent of Landlord, Tenant shall not use the name of the
Building in connection with or in promoting or advertising the business of
Tenant except as Tenant’s address.


 


26.                                 Tenant
shall comply with all safety, fire protection and evacuation procedures and
regulations reasonably established by Landlord or any governmental agency.


 


27.                                 Tenant
assumes any and all responsibility for protecting the Premises from theft,
robbery and pilferage, which includes keeping doors locked and other means of
entry to the Premises closed.


 


28.                                 The
requirements of Tenant will be attended to only upon appropriate application to
the Manager of the Building by an authorized individual.  Employees of Landlord are not required to
perform any work or do anything outside of their regular duties unless under
special instructions from Landlord, and no employee of Landlord is required to
admit Tenant to any space other than the Premises without specific instructions
from Landlord.


 


29.                                 Tenant
shall not park its vehicles in any parking areas designated by Landlord as
areas for parking by visitors to the Building or Land. Tenant shall not use
more than its pro rata share of parking spaces. 
Tenant shall not leave vehicles in the parking areas overnight nor park
any vehicles in the Building parking areas other than automobiles, motorcycles,
motor driven or nonmotor driven bicycles or four-wheeled trucks. Landlord shall
have no obligation whatsoever to monitor or police the use of the parking or
other common areas.


 


30.                                 Tenant
and Tenant’s Agents shall observe faithfully and comply with the rules and
regulations set forth in this Exhibit, provided such rules and regulations
are applied to Tenant in a non-discriminatory manner.


 


31.                                 These
Rules and Regulations are in addition to, and shall not be construed to in
any way modify or amend, in whole or in part, the covenants and conditions of
any lease of premises in the Building. 
If any provision of these Rules and Regulations conflicts with any
provision of the Lease, the terms of the Lease shall prevail.


 


32.                                 No
smoking shall be permitted in the Building except for rooms constructed with
ventilation systems approved by Landlord which are vented directly to the
exterior of the Building.  No smoking
shall be permitted outside the Building except in areas designated by Landlord
as smoking areas.


 


33.                                 Landlord
reserves the right to make such other and reasonable Rules and Regulations
as, in its judgment, may from time to time be needed for safety and security,
the care and cleanliness


 


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of the Building
and Land and the preservation of good order in the Building.  Tenant agrees to abide by all the Rules and
Regulations stated in this exhibit and any additional rules and
regulations which are so made by Landlord.


 


34.                                 Tenant
shall be responsible for the observance of all of the foregoing rules by
Tenant and Tenant’s Agents.


 


 


5





















 


EXHIBIT F TO LEASE


 


SCHEDULE OF CLEANING
SERVICES


 


Daily Cleaning Services


 


•                  Empty waste baskets and remove refuse
to designated area.  Reline and wipe
clean receptacles as needed.


 


•                  Break down all boxes or any items
marked trash and remove to designated areas.


 


•                  Thorough vacuuming of all carpeted
area.


 


•                  Sweep all hard floors (tile, wood,
etc.).


 


•                  Sweep and damp mop all vinyl, marble
and quarry tile floors.  Spot buff as
needed.


 


•                  Spot clean minor carpet stains.


 


•                  Dust and/or wipe clean the following
surfaces:


 


•                                          desks


•                                          chairs


•                                          file
cabinets


•                                          tables


•                                          telephones


•                                          pictures
and frames


•                                          doors


•                                          lamps


•                                          ledges
and shelves


•                                          desk/furniture
partitions


•                                          any
other horizontal surface of a fixture or furniture subject to collecting dust


 


•                  Wipe clean the following surfaces:


 


•                                          window
sills and ledges


•                                          counter
tops and kitchen cabinets


•                                          private
entrance doors


•                                          glass,
mirrored and wood doors, panels, windows and walls


•                                          walls
in kitchen and disposal area


•                                          conference
tables


 


•                  Wash, clean and disinfect water
fountains and/or coolers.  Give special
attention to adjacent floor areas.


 


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•                  Establish regular cleaning
maintenance program for floor in public lobby area in conjunction with Property
Manager; standard necessary to maintain is high quality shine with no water
marks, stains, scuffing or other signs of wear.


 


•                  Wipe and polish all glass, chrome and
metal surfaces such as windows (interior and up to standard ceiling height),
partitions, banisters, door knobs, light switch plates, kick plates,
directional signs and door saddles.


 


•                  Dust and wipe clean sand urns.


 


•                  Polish directory.


 


•                  Vacuum and spot shampoo all carpet
entrance mats.


 


•                  Spot clean all wall surfaces.


 


•                  Clean all entrance doors.


 


Daily Elevators


 


•                  Wash and polish wood and stainless
walls, doors and hall plate.


 


•                  Keep tracks clean of dust, dirt and
debris.


 


•                  Vacuum carpet.


 


•                  Spot clean carpet as needed.


 


Daily Vending Areas


 


•                  Thoroughly vacuum carpeting and damp
mop tile flooring daily.


 


•                  Special attention to cleaning
crevices, between and under vending machines.


 


•                  Thoroughly wipe all tops and sides of
vending machines and express mail box cabinets with damp cloth.


 


•                  Spot clean all wall surfaces.


 


•                  Empty trash and reline can daily.


 


•                  Spot clean exteriors of waste
containers.


 


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Daily Lavatories


 


•                  Sweep and wet mop all tile floors
using disinfectant.


 


•                  Deck brush under urinals and behind
toilets as required.


 


•                  Thoroughly clean all mirrors, top to
bottom.


 


•                  Scour, wash and disinfect all sink
basins, counter tops, bowls, urinals, including undersides.


 


•                  Wash toilet seats, both sides.


 


•                  Wipe clean all partitions and tops of
ledges.


 


•                  Wipe clean all wall tile as needed.


 


•                  Remove all trash and sanitary waste,
wash receptacles as necessary.


 


•                  Remove rubbish to designated area.


 


•                  Restock hand soap and paper products.


 


•                  Polish all stainless dispensers and
fixtures.


 


Weekly Cleaning Services


 


•                  Wash and sanitize metal partitions.


 


•                  Dust horizontal surfaces exceeding
70” height.


 


•                  Damp clean ceiling and exhaust fans.


 


•                  Dust all blinds in common areas.


 


•                  Sweep fire tower stairwells.


 


•                  Wet mop as needed.


 


•                  Wipe hand rails and dust metalwork.


 


•                  Wipe clean all desk tops and
credenzas.


 


•                  Remove all finger prints and dirt
from door frames, kick and push plates, handles and railings.


 


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•                  Wet wipe all horizontal surfaces to
70” including moldings, shelves, etc.


 


•                  Polish all fine wood furniture
including desks, chairs and cabinets.


 


•                  Spray buff all vinyl tiles floors as
necessary.


 


•                  Machine buff other hard surfaces,
floors to include ceramic, quarry and marble title as necessary.


 


•                  Wipe clean all plant containers in
common areas.


 


•                  Stiff brush upholstered furniture to
remove lint and dirt.


 


Monthly / Quarterly Cleaning Services


 


•                  Thoroughly wipe clean all ceiling
vents and exhaust fans and area immediately adjacent:  monthly to quarterly, as needed.


 


•                  Strip and refinish all tile floors
including restroom floors on a quarterly basis.


 


•                  Wipe clean and remove all
fingerprints from full height doors on a monthly basis.


 


•                  Vacuum all upholstered furniture on a
quarterly basis.


 


•                  Thoroughly clean all venetian blinds,
pipes, ventilating and air conditioning louvers, ducts and high molding:  monthly to quarterly, as needed.


 


•                  Wipe clean as needed all vinyl
base.  Vacuum as needed all carpet cove
base:  monthly to quarterly, as needed.


 


•                  Spot clean all vertical surfaces on a
monthly basis.


 


•                  Spray buff all vinyl floors (both
tenant and common areas) monthly.


 


•                  Clean exterior windows on a quarterly
basis.


 


Semi-Annual Cleaning Services


 


•                  Wash all common area walls including
wallcovering, paint, marble and vinyl base.


 


•                  Clean interior windows.


 


4