Exhibit 10.2


 


Conformed
Copy


 


OFFICE
LEASE


 


THE
HARBORSIDE FINANCIAL CENTER


 


JERSEY CITY, NEW JERSEY


 


AGREEMENT
OF LEASE


 


between


 


M-C PLAZA
II & III L.L.C., Landlord


 


and


 


ARCH
INSURANCE COMPANY, Tenant


 


Dated:  July 22, 2008


 

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 1 RENT

  	
  4

  
	
   

  	
   

  
	
  ARTICLE 2 TERM

  	
  5

  
	
   

  	
   

  
	
  ARTICLE 3 ADDITIONAL RENT

  	
  8

  
	
   

  	
   

  
	
  ARTICLE 4 ELECTRICITY

  	
  24

  
	
   

  	
   

  
	
  ARTICLE 5 USE

  	
  27

  
	
   

  	
   

  
	
  ARTICLE 6 ALTERATIONS AND
  INSTALLATIONS

  	
  27

  
	
   

  	
   

  
	
  ARTICLE 7 REPAIRS

  	
  32

  
	
   

  	
   

  
	
  ARTICLE 8 REQUIREMENTS OF
  LAW, HAZARDOUS MATERIALS

  	
  33

  
	
   

  	
   

  
	
  ARTICLE 9 INSURANCE, LOSS,
  REIMBURSEMENT, LIABILITY

  	
  36

  
	
   

  	
   

  
	
  ARTICLE 10 DAMAGE BY FIRE
  OR OTHER CAUSE

  	
  39

  
	
   

  	
   

  
	
  ARTICLE 11 ASSIGNMENT,
  MORTGAGING, SUBLETTING, ETC.

  	
  40

  
	
   

  	
   

  
	
  ARTICLE 12 CERTIFICATE OF
  OCCUPANCY

  	
  48

  
	
   

  	
   

  
	
  ARTICLE 13 ADJACENT
  EXCAVATION - SHORING

  	
  48

  
	
   

  	
   

  
	
  ARTICLE 14 CONDEMNATION

  	
  48

  
	
   

  	
   

  
	
  ARTICLE 15 ACCESS TO
  DEMISED PREMISES; CHANGES

  	
  50

  
	
   

  	
   

  
	
  ARTICLE 16 CONDITIONS OF
  LIMITATION

  	
  51

  
	
   

  	
   

  
	
  ARTICLE 17 RE-ENTRY BY
  LANDLORD, INJUNCTION

  	
  53

  
	
   

  	
   

  
	
  ARTICLE 18 DAMAGES

  	
  54

  
	
   

  	
   

  
	
  ARTICLE 19 LANDLORD’S
  RIGHT TO PERFORM TENANT’S OBLIGATIONS

  	
  55

  
	
   

  	
   

  
	
  ARTICLE 20 QUIET ENJOYMENT

  	
  55

  
	
   

  	
   

  
	
  ARTICLE 21 SERVICES AND
  EQUIPMENT

  	
  56

  
	
   

  	
   

  
	
  ARTICLE 22 DEFINITIONS

  	
  60

  
	
   

  	
   

  
	
  ARTICLE 23 INVALIDITY OF
  ANY PROVISION

  	
  61

  
	
   

  	
   

  
	
  ARTICLE 24 BROKERAGE

  	
  61

  



 


i

















 


Table of Contents


 


	
   

  	
  Page

  
	
   

  	
   

  
	
  ARTICLE 25 SUBORDINATION

  	
  61

  
	
   

  	
   

  
	
  ARTICLE 26 CERTIFICATE OF
  TENANT

  	
  63

  
	
   

  	
   

  
	
  ARTICLE 27 LEGAL
  PROCEEDINGS, WAIVER OF JURY TRIAL, WAIVER OF TERMINATION RIGHTS

  	
  64

  
	
   

  	
   

  
	
  ARTICLE 28 SURRENDER OF
  PREMISES

  	
  64

  
	
   

  	
   

  
	
  ARTICLE 29 RULES AND
  REGULATIONS

  	
  65

  
	
   

  	
   

  
	
  ARTICLE 30 CONSENTS AND
  APPROVALS

  	
  66

  
	
   

  	
   

  
	
  ARTICLE 31 NOTICES

  	
  67

  
	
   

  	
   

  
	
  ARTICLE 32 NO WAIVER

  	
  67

  
	
   

  	
   

  
	
  ARTICLE 33 CAPTIONS

  	
  68

  
	
   

  	
   

  
	
  ARTICLE 34 INABILITY TO
  PERFORM

  	
  68

  
	
   

  	
   

  
	
  ARTICLE 35 NO
  REPRESENTATIONS BY LANDLORD

  	
  68

  
	
   

  	
   

  
	
  ARTICLE 36 NAME OF
  COMPLEX/BUILDING

  	
  69

  
	
   

  	
   

  
	
  ARTICLE 37 PARKING

  	
  69

  
	
   

  	
   

  
	
  ARTICLE 38 INDEMNITY

  	
  70

  
	
   

  	
   

  
	
  ARTICLE 39 MEMORANDUM OF
  LEASE

  	
  71

  
	
   

  	
   

  
	
  ARTICLE 40 SECURITY
  DEPOSIT

  	
  71

  
	
   

  	
   

  
	
  ARTICLE 41 MISCELLANEOUS

  	
  73

  
	
   

  	
   

  
	
  ARTICLE 42 2nd FLOOR EXPANSION OPTION

  	
  75

  
	
   

  	
   

  
	
  ARTICLE 43 SIGNAGE

  	
  78

  
	
   

  	
   

  
	
  ARTICLE 44 TENANT ALLOWANCE

  	
  78

  
	
   

  	
   

  
	
  ARTICLE 45 OPTION TO RENEW

  	
  79

  
	
   

  	
   

  
	
  ARTICLE 46 RIGHT OF FIRST
  OFFER

  	
  81

  
	
   

  	
   

  
	
  ARTICLE 47 ANTENNA

  	
  84

  
	
   

  	
   

  
	
  ARTICLE 48 6TH FLOOR EXPANSION OPTION

  	
  86

  



ii

















 


SCHEDULES


 


	
  A-1

  	
   

  	
  -
  The Land

  
	
  A-2

  	
   

  	
  -
  The Complex Land

  
	
  B

  	
   

  	
  -
  Floor Plan

  
	
  C

  	
   

  	
  -
  Tenant’s Initial Work and Alterations

  
	
  D

  	
   

  	
  -
  HVAC Specifications

  
	
  E

  	
   

  	
  -
  Cleaning and Janitorial Services

  
	
  F

  	
   

  	
  -
  Form of Estoppel Certificate

  
	
  G

  	
   

  	
  -
  Rules and Regulations

  
	
  H

  	
   

  	
  -
  Commencement Date Agreement

  
	
  I

  	
   

  	
  -
  2nd Floor Expansion Space

  
	
  J

  	
   

  	
  -
  6th Floor Expansion Space

  
	
  K

  	
   

  	
  -
  4th Floor Offer Space

  
	
  L

  	
   

  	
  -
  Core Restroom Specifications

  
	
  M

  	
   

  	
  -
  Location of Dedicated Elevator

  



 


iii

















 


REFERENCE
PAGE


 


This
Reference Page is incorporated in and constitutes an integral part of this
Lease.  In addition to the other terms
elsewhere defined in this Lease, the following terms wherever used in this
Lease shall have the meanings set forth in this Reference Page.


 


	
  (a)

  	
  Notices
  to Landlord

  	
   

  	
  M-C
  Plaza II & III L.L.C.

  
	
   

  	
   

  	
   

  	
  c/o
  Mack-Cali Realty Corporation

  
	
   

  	
   

  	
   

  	
  343
  Thornall Street

  
	
   

  	
   

  	
   

  	
  8th Floor

  
	
   

  	
   

  	
   

  	
  Edison,
  New Jersey 08837-2206

  
	
   

  	
   

  	
   

  	
  Attention:
  Mitchell E. Hersh

  
	
   

  	
   

  	
   

  	
  President
  and Chief Executive Officer

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  with
  a simultaneous copy to:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  M-C
  Plaza II & III L.L.C.

  
	
   

  	
   

  	
   

  	
  343
  Thornall Street

  
	
   

  	
   

  	
   

  	
  8th Floor

  
	
   

  	
   

  	
   

  	
  Edison,
  New Jersey 08837-2206

  
	
   

  	
   

  	
   

  	
  Attention:
  Roger W. Thomas, Esq.

  
	
   

  	
   

  	
   

  	
  Executive
  Vice President, General Counsel and Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Notices
  to Tenant

  	
   

  	
  Prior
  to Commencement Date

  
	
   

  	
   

  	
   

  	
  Arch
  Insurance Company

  
	
   

  	
   

  	
   

  	
  One
  Liberty Plaza

  
	
   

  	
   

  	
   

  	
  New
  York, New York 10006

  
	
   

  	
   

  	
   

  	
  Attention:
  Vice President, Corporate Administrative Services

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  After
  Commencement Date

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Arch
  Insurance Company

  
	
   

  	
   

  	
   

  	
  Harborside
  Financial Center, Plaza III, 3rd Floor

  
	
   

  	
   

  	
   

  	
  Jersey
  City, New Jersey 07311

  
	
   

  	
   

  	
   

  	
  Attention:
  Vice President, Corporate Administrative Services

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  with
  a simultaneous copy to

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Arch
  Insurance Company

  
	
   

  	
   

  	
   

  	
  Harborside
  Financial Center, Plaza III

  
	
   

  	
   

  	
   

  	
  Jersey
  City, New Jersey 07311

  
	
   

  	
   

  	
   

  	
  Attention:
  General Counsel

  



 

















 


	
  (c)

  	
  Rentable
  Square Feet of Demised Premises

  	
   

  	
  For
  all purposes of this Lease, shall be deemed to be 106,815 gross rentable
  square feet on the third floor.

  
	
   

  	
   

  	
   

  	
   

  
	
  (d)

  	
  Demised
  Premises (“demised premises”)

  	
   

  	
  The
  entire third floor in Plaza III shown hatched on the plan annexed hereto as Schedule
  B.

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Commencement
  Date

  	
   

  	
  the
  date on which Landlord delivers vacant possession of the demised premises to
  Tenant, which shall be the date of the execution and delivery of this Lease
  by Landlord and Tenant.

  
	
   

  	
   

  	
   

  	
   

  
	
  (f)

  	
  Rent
  Commencement Date

  	
   

  	
  the
  date that is ten months after the Commencement Date.

  
	
   

  	
   

  	
   

  	
   

  
	
  (g)

  	
  Expiration
  Date

  	
   

  	
  the
  last day of the month in which the day before the fifteenth anniversary of
  the Rent Commencement Date occurs.

  
	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
  Basic
  Annual Rent

  	
   

  	
   

  



 


	
  Period

  	
   

  	
  Basic

  Annual Rent

  	
   

  	
  Monthly Rent

  	
   

  	
  Basic Annual

  Per Rentable

  Square Foot

  Rent

  	
   

  
	
  Rent Commencement Date through the last day of the month in which the
  fifth anniversairy of the Rent Commencement Date occurs

  	
   

  	
  $

  	
  3,685,117.50

  	
   

  	
  $

  	
  307,093.13

  	
   

  	
  $

  	
  34.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First day of the month following the month in which the fifth
  anniversary of the Rent Commencement Date occurs through the last day of the
  month in which the tenth anniversary of the Rent Commencement Date occurs

  	
   

  	
  $

  	
  4,005,562.50

  	
   

  	
  $

  	
  333,796.88

  	
   

  	
  $

  	
  37.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First day of the month following the month in which the tenth
  anniversary of the Rent Commencement Date occurs through the Expiration Date

  	
   

  	
  $

  	
  4,326,007.50

  	
   

  	
  $

  	
  360,500.63

  	
   

  	
  $

  	
  40.50

  	
   

  



 


	
  (i)

  	
  Common
  Area Tax Share

  	
   

  	
  3.48%.

  
	
   

  	
   

  	
   

  	
   

  
	
  (j)

  	
  Tenant’s
  Tax Share

  	
   

  	
  7.24%

  



 


2

















 


	
  (k)

  	
  Base
  Tax Year

  	
   

  	
  The
  calendar year 2009.

  
	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
  Tenant’s
  Expense Share

  	
   

  	
  7.24%

  
	
   

  	
   

  	
   

  	
   

  
	
  (m)

  	
  Common
  Area Expense Share

  	
   

  	
  3.48%

  
	
   

  	
   

  	
   

  	
   

  
	
  (n)

  	
  Base
  Operating Year

  	
   

  	
  The
  calendar year 2009.

  
	
   

  	
   

  	
   

  	
   

  
	
  (o)

  	
  Broker(s)

  	
   

  	
  CB
  Richard Ellis, Inc.

  
	
   

  	
   

  	
   

  	
   

  
	
  (p)

  	
  Tenant’s
  Parking Spaces

  	
   

  	
  64
  (i.e., .6 Parking Spaces per 1,000 gross rentable square feet). At
  Tenant’s option, the number of Tenant’s Parking Spaces may be irrevocably
  decreased for the balance of the Term upon notice by Tenant to Landlord given
  by July 1, 2009, designating the number of Tenant’s Parking Spaces
  Tenant no longer wishes to have made available.

  
	
   

  	
   

  	
   

  	
   

  
	
  (q)

  	
  Security
  Deposit

  	
   

  	
  Upon
  the occurrence of (i) an Affiliate Free Rent Period Assignment (as
  hereinafter defined) and/or (ii) the Security Deposit Condition (as
  hereinafter defined), Tenant shall deliver the Security Deposit in the
  amount(s) described in Section 11.02(b) and/or Article 40.

  
	
   

  	
   

  	
   

  	
   

  
	
  (r)

  	
  Initial
  Premises Allowance

  	
   

  	
  $5,127,120.00.

  
	
   

  	
   

  	
   

  	
   

  
	
  (s)

  	
  Renewal
  Term

  	
   

  	
  One
  term of five (5) years.

  



 


3














 


AGREEMENT OF LEASE
made as of the        day of July, 2008, between
M-C Plaza II & III L.L.C., a New Jersey limited liability company,
having an address at c/o Mack-Cali Realty Corporation, 343 Thornall Street,
Edison, New Jersey 08837-2206 (“Landlord”) and Arch Insurance Company, a
Missouri corporation, having an address at One Liberty Plaza, New York, New
York 10006 (“Tenant”).


 


W I T N E S S E T H


 


WHEREAS, Landlord is
the owner of the land described on Schedule A-1 attached hereto
(the “Land”) and the Building (as hereinafter defined);


 


WHEREAS, the Land is
located within the office complex (the “Complex”) located in Jersey
City, New Jersey, known as Harborside Financial Center, consisting as of the
date hereof of Plaza I (“Plaza I”), Plaza II (“Plaza II”), Plaza
III (the “Building”), Plaza IV-A (“Plaza IV-A”) and Plaza V
(“Plaza V”); Plaza I, Plaza IV-A and Plaza V hereinafter
collectively referred to as the “Existing Buildings”) and the parking
areas and other common areas serving the Complex, which Complex is located on
the land (the “Complex Land”) described on Schedule A-2 attached
hereto (the Complex Land together with all of the improvements now or hereafter
located thereon, including without limitation, the Existing Buildings and the
Building, being hereinafter referred to as the “Property”);


 


WHEREAS, Landlord is
willing to lease to Tenant and Tenant is willing to hire from Landlord, on the
terms hereinafter set forth, certain space in the Building.


 


NOW THEREFORE, the
parties hereby covenant and agree as follows:


 


ARTICLE 1


 


RENT


 


1.01                           Tenant
hereby agrees to pay to Landlord basic annual rent (the “basic annual rent”)
as set forth in the Reference Page.  The
basic annual rent shall be paid by Tenant in equal monthly installments in
advance on the first day of each calendar month during the Term from and after
the Rent Commencement Date (the period from the Commencement Date to the day
prior to the Rent Commencement Date is hereinafter referred to as the “Free
Rent Period”), at the office of Landlord or such other place as Landlord
may designate, without any setoff or deduction whatsoever, except such
deductions as are specifically referred to in Articles 10 and 14
hereof.  Should the Rent Commencement
Date fall on any day other than the first day of a month, then the basic annual
rent for such month shall be pro-rated on a per diem basis, and Tenant agrees
to pay the amount thereof for such partial month on the Rent Commencement Date.


 


1.02                           Tenant shall
pay the basic annual rent and all additional rent payable hereunder in lawful
money of the United States by check (subject to collection) drawn to Landlord’s
order on a bank which is a member of the New York Clearinghouse Association or
a successor thereto, or a New Jersey bank. 
All sums, other than basic annual rent, payable by Tenant hereunder
shall be deemed additional rent and shall be payable ten (10) Business
Days after demand unless other


 


4


 

















 


payment dates are hereinafter provided.  Landlord shall have the same rights and
remedies (including, without limitation, the right to commence a summary
dispossess proceeding) for a default in the payment of additional rent as for a
default in the payment of basic annual rent notwithstanding the fact that Tenant
may not then also be in default in the payment of basic annual rent.


 


1.03                           (a)                                  If Tenant
shall fail to pay within five days after the due date any installment of basic
annual rent or any payment of additional rent, then Tenant shall pay Landlord,
as additional rent, a late charge equal to three (3%) percent of such
installment or payment as compensation for Landlord’s additional administrative
expenses relating to such late payment. 
Notwithstanding the foregoing, in the first instance only during each
consecutive twelve month period during the Term (but not more than five times
during the Term), the late charge payable under this Section 1.03(a) shall
not be payable unless and until ten (10) days has elapsed after Landlord
notifies Tenant that such payment is late.


 


(b)                                 If Tenant
shall fail to pay within ten days after the due date any installment of basic
annual rent or any payment of additional rent, Tenant shall pay in addition to
the late charge provided in said paragraph (a) interest on all such amounts
(including the late charge) at the Interest Rate (as said term is defined in Article 22
hereof), from the date when such installment or payment shall have become due
to the date of payment thereof, and such interest shall be deemed additional
rent.


 


(c)                                  The
provisions of this Section 1.03 are in addition to all other
remedies available to Landlord for nonpayment of basic annual rent or
additional rent.


 


ARTICLE 2


 


TERM


 


 


2.01                           Landlord
hereby leases to Tenant, and Tenant hereby leases from Landlord, on the terms
hereinafter set forth, the demised premises, for a term (the “Term”)
commencing on the Commencement Date and ending on the Expiration Date, unless
the Term shall sooner cease and terminate as hereinafter provided.


 


2.02                           (a)                                  Landlord
shall perform Landlord’s Work (as defined below), in accordance with the
provisions of this Section 2.02. 
Tenant shall not interfere with the performance of Landlord’s Work by
Landlord, its employees, agents, contractors, subcontractors and suppliers and
Tenant at all times shall fully and freely cooperate with Landlord, its
employees, agents, contractors, subcontractors and suppliers in connection with
the performance of Landlord’s Work.  All
installations, materials and work which may be undertaken by Tenant to prepare,
equip, decorate and furnish the demised premises for Tenant’s use or occupancy
(collectively, “Tenant’s Initial Work”) shall be performed by Tenant, at
Tenant’s expense (but subject to Article 44), in accordance with Article 6
and Schedule C.


 


(b)                                 Landlord, at
its expense and in accordance with the last sentence of Section 8.01
of this Lease, has performed or shall perform the following work in the demised
premises (“Landlord’s Work”):


 


5


 

















 


(i)                                     remove the
two internal staircases in the demised premises and seal the slabs connecting
the two internal staircases with the contiguous floor of the Building (the “Staircase
Work”);


 


(ii)                                  using
Building-standard materials, refurbish the existing core restrooms in the
demised premises in accordance with the plans and specifications annexed to
this Lease as Schedule L;


 


(iii)                               deliver all
Building systems, including the Building sprinkler system and the Building HVAC
system in good working order;


 


(iv)                              deliver the
HVAC main trunk line with smoke dampers tied into the Building life safety
system; and


 


(v)                                 provide a
point of connection in a location designated by Landlord to the Building fire
alarm system.


 


Tenant acknowledges that Landlord shall be performing Landlord’s Work
after the Commencement Date simultaneously with the performance by Tenant of
Tenant’s Initial Work and Tenant shall provide Landlord access to the demised
premises at all reasonable times to perform Landlord’s Work without the same
constituting a constructive eviction and without any abatement of rent or other
liability to Tenant.  Landlord and Tenant
shall cooperate and shall cause its contractors to cooperate, with each other
during the performance of Landlord’s Work and Tenant’s Initial Work so that
neither Landlord nor Tenant shall be delayed in the performance of its
respective work.


 


(c)                                  Except as
otherwise expressly provided herein, if for any reason Landlord shall be unable
to deliver to Tenant possession of the demised premises or any other space
leased by Tenant pursuant to this Lease on any date specified in this Lease for
such delivery, Landlord shall have no liability to Tenant therefor and the
validity of this Lease shall not be impaired by reason thereof.  This Section 2.02(c) shall
be an express provision to the contrary for purposes of any applicable Legal
Requirement (as hereinafter defined) now or hereafter in effect.


 


2.03                           (a)                                  For the
purposes of this Lease, the terms “Substantially Complete”, “Substantial
Completion” or “Substantially Completed” shall mean that, with the
exception of minor or insubstantial details of construction, mechanical
adjustment, finishing touches or decoration which do not materially interfere
with Tenant’s ability to commence the performance of Tenant’s Initial Work, or
items of work which, in accordance with good construction practices, should not
be completed until some element of Tenant’s Initial Work has been performed
(collectively, “Punch-List Items”), Landlord’s Work shall have been
completed.


 


(b)                                 Promptly
following Landlord’s completion of Landlord’s Work, Landlord and Tenant shall
set a mutually convenient time for Tenant, Landlord and the parties’ architects
to inspect Landlord’s Work.  Landlord
shall use commercially reasonable efforts to commence the performance of
Punch-list Items (if any) revealed by such inspection with respect to Landlord’s
Work as soon as reasonably practicable and shall proceed with reasonable
diligence in the completion thereof.


 


6

















 


(c)                                  Notwithstanding
anything contained in this Article 2 to the contrary, if Landlord
shall not have Substantially Completed the Staircase Work on or before the date
which is 30 days after the full execution and delivery of this Lease by
Landlord and Tenant (the “Finish Date”) and Landlord shall not have been
delayed in Substantially Completing the Staircase Work by an act or omission of
Tenant or its agents or contractors, then Tenant, as its sole and exclusive
remedy for such delay, shall be reimbursed for all reasonable, out-of-pocket
incremental costs and expenses, including, without limitation, any overtime
payments to its agents or contractors, incurred by Tenant in connection with
its work in the immediate area of the demised premises where the Staircase Work
has been performed, resulting from Landlord’s delay in the Substantial
Completion of the Staircase Work.  Tenant
shall use reasonable efforts to modify its work schedule to minimize such costs
and expenses.  In addition, Tenant and
Landlord shall meet at the demised premises on or about November 3, 2008
to review Landlord’s progress on items (ii) and (iii) of Landlord’s
Work in Section 2.02(b) above and if the parties in their
reasonable judgment believe that Landlord will be unable to have Substantially
Completed items (ii) and (iii) of Landlord’s Work by the date which
is five (5) months after the full execution and delivery of this Lease by
Landlord and Tenant, and provided such failure to Substantially Complete item (ii) of
Landlord’s Work precludes Tenant from passing final inspection and/or later
obtaining a certificate of occupancy (temporary or final) and Landlord shall
have not been delayed in Substantially Completing items (ii) and (iii) of
Landlord’s Work by an act or omission of Tenant or its agents or contractors,
and Landlord would have Substantially Completed Landlord’s Work had it not been
for such act or omission by Tenant or its agents or contractors, Tenant may
elect, from and after said meeting, to obtain temporary space pursuant to the
license agreement between American Institute of Certified Public Accountants (“AICPA”)
and Tenant for temporary space on the second floor of the Building.  In such case, Tenant shall be granted a
credit for the license fee actually paid thereunder not to exceed $95,285.42
per month ($25 per rentable square foot) if Tenant is permitted to license and
occupies 45,737 rentable square feet and $126,275 per month ($25 per rentable
square foot) if Tenant is permitted to license and occupies 60,612 rentable
square feet, from the commencement date of such license until the date such
license agreement has expired (but in no event later than May 31, 2009),
and Tenant’s reasonable occupancy costs of such temporary space, not to exceed
$10 per rentable square foot (taking into account any reduction in the actual
square footage covered by the license agreement if Tenant exercises the 2nd Floor Expansion
Option).  Notwithstanding the foregoing,
if Tenant exercises the 2nd Floor Expansion Option pursuant to Article 42,
then Landlord’s monthly reimbursement obligation shall be reduced by the amount
of $64,660.42 per month.  The
aforementioned rent credit shall be Tenant’s sole and exclusive remedy for such
delay, and such amount shall be applied to the first monthly installments of
basic annual rent accruing under this Lease after the Rent Commencement Date.


 


2.04                           Landlord may
submit to Tenant a written agreement, substantially in the form annexed as Schedule
H, confirming the date fixed by Landlord, in accordance with the provisions
of this Lease, as the Commencement Date, the Rent Commencement Date and the
Expiration Date and Tenant shall execute such agreement and return it to
Landlord within fifteen (15) calendar days thereafter.  Any failure of the parties to execute such
written agreement shall not affect the validity of the Commencement Date, the
Rent Commencement Date or the Expiration Date as fixed and determined by
Landlord as aforesaid.


 


7

















 


ARTICLE 3


 


ADDITIONAL RENT


 


3.01                           A.                                   For purposes
hereof, the following definitions shall apply:


 


(a)                                  The term “Tax
Year” shall mean each period of twelve months which includes any part of
the period commencing on the date hereof and ending upon the expiration of the
Term which now or hereafter is or may be duly adopted as the fiscal year for
real estate tax purposes for Jersey City, New Jersey.


 


(b)                                 The term “Taxes”
shall mean the aggregate amount of real estate taxes and any general or special
assessments (exclusive of penalties and interest thereon) imposed upon the
Property (including, without limitation, (i) assessments made upon or with
respect to any “air” and “development” rights now or hereafter appurtenant to
or affecting the Property, and (ii) any assessments levied after the date
of this Lease for public benefits to the Property or the Building or Plaza II
(any assessments if payable in installments or which may be payable in
installments at Landlord’s election, shall be deemed payable in the maximum
permissible number of installments). With respect to any Tax Year, all
reasonable expenses and fees, including attorneys’ fees and disbursements and
experts’ and other witnesses’ fees, incurred in contesting the validity or
amount of any Taxes or in obtaining a refund of Taxes shall be considered as
part of the Taxes for such Tax Year. 
Except as set forth above, and except as provided in the following
sentence with respect to changes in the method of taxation or in the taxing
authority, the term “Taxes” shall not include any income, franchise, transfer,
inheritance, capital stock, estate, profit or succession tax levied against
Landlord, or any transfer taxes or any late payment charges or penalties
(unless Tenant shall have failed to timely make any corresponding payment on
account of Taxes payable by Tenant under this Lease).  If due to a future change in the method of
taxation or in the taxing authority, (x) a new or additional real estate
tax or (y) a new income, franchise, transfer, inheritance, capital stock,
estate, profit or succession tax or other tax or governmental imposition,
however designated, shall be levied against Landlord and/or the Property, in
addition to or in substitution in whole or in part for any tax which would
constitute Taxes, or in lieu of additional Taxes, such tax or imposition shall
be deemed for the purposes hereof to be included within the term “Taxes”
(provided that any such tax described in this clause (y) shall be computed
as if Landlord’s sole asset were the Land and the Building).  Landlord represents that, as of the date of
this Lease, there is no municipal abatement affecting Taxes.


 


(c)                                  (i)                                     The term “Building
Taxes” shall mean the Taxes on the Building and Plaza II and the Land
including all sidewalks, plazas and streets adjacent to such building, and all
replacements thereof, and constituting a part of the same tax lot or lots.


 


(ii)                                  The term “Existing
Building Taxes” shall mean the Taxes on the Existing Buildings and the land
on which such buildings are located including all sidewalks, plazas, streets
and land adjacent to such buildings, and all replacements thereof, and
constituting a part of the same tax lot or lots.


 


8

















 


(d)                                 The term “Common
Area Taxes” shall mean (x) all Taxes allocable to the Property plus (y) any
reasonable appraisal fees incurred and paid by Landlord pursuant to any
agreements as may be in effect from time to time affecting all or part of the
Property and relating in whole or in part to the payment of Common Area Taxes
and/or Common Area Operating Expenses (as defined in Section 3.02(A)(c))
(collectively, “Reciprocal Agreements”) or pursuant to this Lease,
excluding, however, the following items of Taxes:


 


(i)                                     all Taxes
included in Existing Building Taxes and Building Taxes; provided, that all
Taxes included in Existing Building Taxes allocated to the parking structure in
Plaza IV-A and Plaza V (and an equitable allocation of the land under Plaza
IV-A and Plaza V) shall be included within Common Area Taxes, such allocation
to be made on the basis set forth in the balance of this paragraph (d);


 


(ii)                                  all Taxes
payable with respect to any portion of the Property that is hereafter conveyed
to a third party (other than to an entity which controls, is under common
control with or under the control of Landlord (“control” meaning the
direct or indirect ownership of 50% or more of the outstanding voting stock in
a corporation or equivalent ownership interest in a non-corporate entity) (a “Landlord
Affiliated Entity”)), except, however, that if any portion of the Property
so conveyed constitutes a parking structure, and if Landlord both retains the
right to use all or a portion of the parking spaces within such structure for
tenants of the Complex and pays all or a portion of the Taxes allocable to such
conveyed parking structure, then such Taxes so payable by Landlord with respect
to such conveyed parking structure shall be included in Common Area Taxes;


 


(iii)                               all Taxes
imposed or assessed against any buildings or structures constructed on any
portion of the Complex (other than the Building, Plaza II and the Existing
Buildings) against the portion of the Complex Land on which such buildings or
structures are located, and against such areas of the Property adjacent thereto
which become unavailable for the general use of the tenants of the Complex
(such exclusion to become effective from and after the time, if any, after the
date hereof, that such buildings or structures become unavailable for the
general use of the tenants of the Complex). 
At such time during or following construction of any such building or
structure when a portion of the Complex Land (and/or any buildings or
structures constructed thereon), the Taxes allocable to which had been excluded
from Common Area Taxes as of the Commencement of Construction, again becomes
available for the general use of tenants of the Complex (or to a certain tenant
or tenants of the Complex for use as a so-called “Limited Common Area”
(a Common Area subject to certain additional restrictions as to use imposed by
Landlord, but which restrictions do not generally prohibit the use thereof by
other tenants of the Complex, and which for purposes of this Article 3
shall nonetheless be deemed to be “available for the general use of tenants of
the Complex”), the Taxes allocable to such portion of the Complex Land (and to
any improvements thereon similarly available for the general use of tenants of
the Complex) shall again be included in Common Area Taxes.


 


If any item of Taxes (or allocable portion thereof) which pursuant to
this paragraph (d) is to be included in, or excluded from, Common Area
Taxes is not wholly within a separate tax lot,


 


9

















 


then the amount of such item of Taxes (or allocable portion thereof) to
be so included in or excluded from Common Area Taxes shall be (x) with
respect to the land, in the same proportion which the square footage of the
land to be so included or excluded bears to the square footage of the entire
tax lot in which such land is located, and (y) with respect to buildings
or structures, be included or excluded, as applicable, in the same proportion
which the current appraised value of the buildings or structures to be so
included or excluded bears to the current appraised value of all of the
buildings or structures included within the tax lot of which the footprint of
land in question is a part.  All
appraisals hereunder shall be determined by an appraiser selected and paid for
by Landlord, who shall be a member in good standing of the American Institute
of Real Estate Appraisers and shall have at least ten (10) years
experience appraising major office buildings in northern New Jersey and/or in
the Borough of Manhattan, City, County and State of New York.  The fees and expenses of any such appraiser
shall be deemed a part of Common Area Taxes.


 


(e)                                  The term “Common
Area Tax Share” shall mean the share of Common Area Taxes allocated to the
demised premises, as such share is determined from time to time as hereinafter
set forth.  The Common Area Tax Share
shall be determined as of the first day of each calendar year (each, a “Tax
Share Determination Date”) and shall be equal to a fraction (expressed as a
percentage), the numerator of which shall be the aggregate square footage
contained in the demised premises as of the applicable Tax Share Determination
Date, and the denominator of which shall be the aggregate square footage
contained in the Building, Plaza II and the Existing Buildings as of the
applicable Tax Share Determination Date. 
If, at any time hereafter, there is constructed on any portion of the
Complex Land any new buildings, and in any of such cases, the tenants or
occupants thereof are permitted generally by Landlord to use the Common Areas
(as defined in Section 22.05 below), then the Common Area Tax Share
shall be modified to include in the denominator thereof, in addition to the
aggregate square footage contained in the Building, Plaza II and the Existing
Buildings as of the applicable Tax Share Determination Date, that portion of
the square footage contained in each such new building which either (i) on
the applicable Tax Share Determination Date is subject to a lease (other than a
so-called “master lease” to a Landlord Affiliated Entity in which event the terms
hereof shall apply to any subtenant of such master lessee) and the lessee under
such lease is occupying the premises demised thereunder and has begun making
payments of base rent thereunder, or (ii) at any time prior to the
applicable Tax Share Determination Date was subject to a lease described in
clause (i) above, or (iii) in the case of a residential condominium
development, was sold for the first time to an owner-occupier which is not a
Landlord Affiliated Entity.  Without
limiting the provisions of clause (ii) above, in no event shall the
denominator of the Common Area Tax Share ever be reduced by reason that any
space which was subject to a lease described in clause (i) above is no
longer subject to such a lease.  If, at
any time hereafter, any of the Existing Buildings included in the Common Areas
is conveyed to a third party (other than to a Landlord Affiliated Entity) (any
Existing Building included in the Common Areas which is so conveyed is called a
“Conveyed Plaza”), then from and after the Tax Share Determination Date
next succeeding such conveyance, the Common Area Tax Share shall be modified to
exclude from the denominator thereof the square footage contained in such
Conveyed Plaza, provided that if after the date of such conveyance the tenants
or occupants of such Conveyed Plaza are permitted generally by Landlord to use
the Common Areas, then the foregoing exclusion shall not apply and the square
footage contained in such Conveyed Plaza shall continue to be included in the
denominator of the Common Area Tax Share. 
If at any time hereafter any building located on


 


10

















 


the Complex Land, the square footage of which
is then included in the denominator of the Common Area Tax Share, shall be
conveyed to a third party (other than to a Landlord Affiliated Entity), and if
after such conveyance the tenants or occupants of such building are no longer
permitted generally to use the Common Areas, then from and after the next
succeeding Tax Share Determination Date, the Common Area Tax Share shall be
modified by excluding from the denominator thereof the square footage contained
in such conveyed building.  Landlord and
Tenant agree that as of the date of this Lease, Plaza I contains 401,179 square
feet, Plaza II contains 726,078 square feet, the Building contains 750,000
square feet, Plaza IV-A contains 210,000 square feet and Plaza V contains
980,000 square feet.  The square footage
of any other building located on the Complex Land shall be determined hereinafter
in the same manner as the determination of square footage reflected in the
immediately preceding sentence.


 


(f)                                    The term “Tenant’s
Tax Share” shall mean the percentage resulting from dividing the number of
square feet from time to time included in the demised premises and with respect
to which Tenant is obligated to make Tenant’s Tax Payments pursuant to Section 3.01(B) by
the aggregate number of square feet in the Building and Plaza II, which the
parties agree shall be 1,476,078 square feet as of the date of this Lease.  If at any time after the date of this Lease
square footage of office, retail or other commercial space (exclusive of
storage space that is an adjunct to such space) shall be added to or subtracted
from the Building or Plaza II, Tenant’s Tax Share shall be equitably adjusted
so that Tenant pays its proportionate share of Building Taxes in the same
proportion which the square feet from time to time included in the demised
premises as set forth herein bears to the total area of office, retail or other
commercial space (exclusive of such storage space) in the improvements as to
which such Building and Plaza II Taxes relate, using the same standard of
measurement to compute the area of the new or additional space or the
subtracted space as that used to compute the area of the demised premises for
purposes of this Lease.  In the event of
such adjustment, Landlord and Tenant shall, at either party’s request, execute
an instrument confirming such adjustment and making the appropriate change in
Tenant’s Tax Share, but no such instrument shall be necessary to make the same
effective.


 


(g)                                 Tenant
acknowledges that Landlord may transfer legal ownership of portions of the
Property to Landlord Affiliated Entities for purposes of obtaining tax
abatements for the Property, for income tax planning purposes or otherwise, and
neither the definition of Common Area Taxes, nor of Common Area Tax Share, nor
of Building Taxes, nor of Tenant’s Tax Share shall be affected by reason of any
such transfers to affiliated entities; all of which shall be deemed for
purposes hereof to continue to be owned by Landlord.


 


(h)                                 If Landlord
(or any Landlord Affiliated Entity) shall acquire any additional land in the
immediate vicinity of the Complex (each, an “Additional Parcel”), then,
at Landlord’s election, exercisable by written notice to Tenant, (A) the
Taxes allocable to such Additional Parcel (or the portion thereof to be used as
Common Areas) shall be included in Common Area Taxes in accordance with
paragraph (d) above to the extent applicable when such Additional Parcel
shall be available for the general use of the tenants of the Complex, (B) the
square footage of any buildings then or thereafter constructed on such
Additional Parcel, the tenants or occupants of which are permitted generally to
use the Common Areas, shall, as of the applicable Tax Share Determination Date,
be added to the denominator of the Common Area Tax Share for purposes of
calculating the Common Area Tax Share in accordance with paragraph (e) above,
using the same standard of measurement to compute the area of the new or


 


11

















 


additional buildings as that used to compute
the area of the demised premises for purposes of this Lease, (C) such
Additional Parcel shall thereafter be deemed a part of the Complex Land for all
purposes of this Lease and (D) the Common Area Taxes for the Base Tax Year
shall be equitably increased to reflect the inclusion of the Taxes for the
Additional Parcel in Common Area Taxes.


 


(i)                                     The term “Escalation
Statement” shall mean a statement setting forth the amount payable by
Tenant for a specified Tax Year or Operating Year (as defined in Section 3.02),
as the case may be, or for some portion thereof pursuant to this Article 3.


 


B.                                     Tenant shall
pay to Landlord as additional rent for each Tax Year or partial Tax Year an
amount equal to the sum of the following: 
(a) Tenant’s Tax Share of the excess of the Building Taxes for such
Tax Year over the Building Taxes for the Base Tax Year and (b) the Common
Area Tax Share of the excess of the Common Area Taxes for such Tax Year
over the Common Area Taxes for the Base Tax Year (collectively, “Tenant’s
Tax Payment”).  Landlord shall
furnish Tenant an annual Escalation Statement (subject to revision as
hereinafter provided) for each Tax Year setting forth Tenant’s Tax Payment (or,
if Landlord has not yet received bills evidencing the full amount of Taxes
payable during such Tax Year, Landlord’s good faith estimate of Tenant’s Tax
Payment, which shall for all purposes hereof be deemed to be the Taxes for such
Tax Year payable hereunder until such Taxes are finally determined) for such
Tax Year.  The Escalation Statement shall
be accompanied by a copy of the applicable Tax bill and, with respect to the
first Tax Year following the Base Tax Year, with a copy of the Tax bill for the
Base Tax Year.  Tenant’s Tax Payment
(determined as above provided) shall be payable monthly, each such installment
to be in such amount and due at such time such that Landlord shall have
received Tenant’s Tax Share of (i) all installments of Building Taxes and (ii) all
installments of Common Area Taxes payable, in either case, to a Governmental
Authority, or to any designated party under any applicable Reciprocal
Agreements (a “Responsible Party”), or as tax escrow payments to any
superior ground lessor or mortgagee, not less than thirty (30) days prior to
the date such installment of Building Taxes or Common Area Taxes is payable to
such Governmental Authority, Responsible Party or superior ground lessor or
mortgagee, as applicable.  If an annual
Escalation Statement is furnished to Tenant after the commencement of the Tax
Year to which it relates, then (x) until such Escalation Statement is
rendered, Tenant shall pay Tenant’s Tax Payment for such Tax Year in
installments based upon the last Escalation Statement rendered to Tenant with
respect to Building Taxes and Common Area Taxes, (y) Tenant shall, within
fifteen (15) Business Days after such annual Escalation Statement is furnished
to Tenant, pay to Landlord an amount equal to any underpayment of the
installments of Tenant’s Tax Payment theretofore paid by Tenant for such Tax
Year and (z) thereafter Tenant shall pay Tenant’s Tax Payment in
installments based on such annual Escalation Statement.  In the event of an overpayment by Tenant,
Landlord shall permit Tenant to credit the amount of such overpayment against
the next subsequent rental payments under this Lease.  After the termination of this Lease and the
payment to Landlord of the balance, if any, of all basic annual rent and
additional rent due hereunder, Landlord shall pay to Tenant the amount of any
credit not previously applied by Tenant. 
If there shall be any increase or decrease in Building Taxes or Common
Area Taxes for any Tax Year, whether during or after such Tax Year, Landlord
shall furnish a revised Escalation Statement for such Tax Year to Tenant, and
Tenant’s Tax Payment for such Tax Year shall be adjusted and paid or credited,
as appropriate, in the same manner as hereinabove provided.


 


12














 


C.                                     If Landlord
shall receive a refund of Building Taxes or Common Area Taxes for any Tax Year
as to which Tenant made a Tenant’s Tax Payment, Landlord shall promptly notify
Tenant and shall permit Tenant to credit against subsequent rental payments
under this Lease, Tenant’s Tax Share or Common Area Tax Share, as applicable,
of the refund, but not in excess of the Tenant’s Tax Share of any such refund
of Building Taxes or the Common Area Tax Share of any such refund of Common
Area Taxes or in excess of Tenant’s Tax Payment paid for such Tax Year.  After the termination of this Lease and the
payment to Landlord of the balance, if any, of all basic annual rent and
additional rent due hereunder, Landlord shall pay Tenant the amount of any
credit not previously applied by Tenant.


 


3.02                           A.                                   For purposes
hereof the following definitions shall apply:


 


(a)                                  The term “Operating
Year” shall mean each calendar year which includes any part of the period
commencing on the date hereof and ending upon the expiration of the Term.


 


(b)                                 The term “Tenant’s
Expense Share” shall mean the percentage resulting from dividing the number
of square feet from time to time included in the demised premises and with
respect to which Tenant is obligated to make Tenant’s Expense Payments pursuant
to Section 3.02(B) by the aggregate number of square feet in
the Building and Plaza II, which the parties agree is 1,476,078 square feet as
of the date of this Lease.  If at any
time after the date of this Lease additional square footage of office space
(exclusive of storage space that is an adjunct to such space) shall be added to
or subtracted from the Building or Plaza II, Tenant’s Expense Share shall be
equitably adjusted so that Tenant pays its proportionate share of Operating
Expenses in the same proportion which the square feet from time to time
included in the demised premises as set forth herein bears to the total area of
office space (exclusive of such storage space) in the improvements as to which
such Operating Expenses relate, using the same standard of measurement to
compute the area of the new or additional space or subtracted space as that
used to compute the area of the demised premises for purposes of this
Lease.  In the event of such adjustment,
Landlord and Tenant shall, at either party’s request, execute an instrument
confirming such adjustment and making the appropriate change in Tenant’s
Expense Share, but no such instrument shall be necessary to make the same
effective.


 


(c)                                  The term “Common
Area Expense Share” shall mean the share of Common Area Operating Expenses
allocated to the demised premises, as such share is determined from time to
time as hereinafter set forth.  The
Common Area Expense Share shall be determined as of the first day of each
calendar year (each, an “Expense Share Determination Date”) and shall be
equal to a fraction (expressed as a percentage), the numerator of which shall
be the aggregate square footage contained in the demised premises as of the
applicable Expense Share Determination Date, and the denominator of which shall
be the aggregate square footage contained in Existing Buildings, the Building
and Plaza II as of the applicable Expense Share Determination Date (the “Expense
Share Fraction”).  If at any time
hereafter any building located on the Complex Land, the square footage of which
is then included in the denominator of the Expense Share Fraction, shall be
conveyed to a third party (other than to a Landlord Affiliated Entity), and if
after such conveyance the tenants or occupants of such building are no longer
permitted generally to use the Common Areas, then from and after the next
succeeding Expense Share Determination Date, the Expense Share Fraction shall
be modified by excluding


 


13

















 


from the denominator thereof the square
footage contained in such conveyed building. 
Landlord and Tenant agree that as of the date of this Lease, Plaza I
contains 401,179 square feet, Plaza II contains 726,078 square feet, the Building
contains 750,000 square feet, Plaza IV-A contains 210,000 square feet and
Plaza V contains 980,000 square feet. 
The square footage of any other building located on the Complex Land
shall be determined hereinafter in the same manner as the determination of
square footage reflected in the immediately preceding sentence.


 


(d)                                 The term “Common
Area Operating Expenses” shall mean the total of all costs and expenses
(including taxes thereon, if any), computed on an accrual basis, incurred by
Landlord in connection with operating, maintaining, repairing and replacing (in
accordance with the provisions set forth below) the Common Areas, including,
without limitation, the cost and expense of the following items to the extent
they relate solely to or are reasonably allocable to the Common Areas (Tenant
hereby acknowledging that it is not possible to make such allocation with
mathematical certainty and that any such good faith allocation made by Landlord
shall be binding upon Tenant): 
gardening, landscaping, planting, replanting, and replacing flowers and
shrubbery; public liability, property damage and fire insurance with such
extended coverage and vandalism endorsements required by the holder of any
mortgage covering all or any portion of the Common Areas or customarily carried
with respect to mixed use office and retail projects similar to the Complex in
northern New Jersey; repairs; painting and decorating; striping; the cost of
electricity for lighting and maintenance and replacements of lighting fixtures,
tubes and bulbs; regulating automobile and pedestrian traffic; sanitary
control; removal of rubbish, garbage and other refuse; removal of snow and ice,
and sanding and salting; security, which shall include special security
undertakings for the common use and enjoyment of all tenants and owners of all
or a portion of the Complex; actions to prevent unauthorized use of certain of
the Common Areas; supplies used in the operation and maintenance of the Common
Areas (including the cost of inspection thereof); drainage; music program
services and loud speaker systems, including electricity therefor; heating,
ventilating and air-conditioning enclosed sidewalks, if any; cleaning all
enclosed sidewalks, if any, including carpeting or other floor covering;
maintenance of decorations, if any; cost of personnel to implement all of the
aforementioned (including worker’s compensation insurance covering such
personnel); all administrative and overhead costs, excluding executive salaries
above the grade of property manager; all water and sewer charges; outside contractor
snow removal costs; and any other fees and expenses related solely to or which
are reasonably allocable to the operation, maintenance and repair of the Common
Areas; provided, however, that the foregoing costs and expenses shall exclude
or have deducted from them, as the case may be, the following:


 


(i)                                     Taxes;


 


(ii)                                  interest,
principal and refinancing and other charges on or with respect to indebtedness;


 


(iii)                               amounts
received by Landlord through proceeds of insurance to the extent they are
compensation for sums previously included in Common Area Operating Expenses
hereunder;


 


(iv)                              costs of
repairs, replacements or restoration incurred by reason of fire or other
casualty or condemnation to the extent Landlord is compensated therefor by


 


14

















 


insurance proceeds (or would have been
compensated therefor under the insurance policies Landlord has agreed to
maintain under this Lease if Landlord fails to do so), or condemnation award;


 


(v)                                 advertising
and promotional expenses;


 


(vi)                              leasing
commissions and similar fees;


 


(vii)                           rent under
any existing or future ground lease;


 


(viii)                        capital
expenditures and depreciation, except that if any equipment is purchased for
maintenance and operation of the Common Areas which is treated by Landlord as a
capital item in accordance with generally accepted accounting principles (“GAAP”)
and which (A) is a replacement when a repair cannot prudently be made (but
only to the extent of Landlord’s reasonable estimate of the cost to repair such
item had Landlord elected to repair rather than replace such item), (B) is
necessary to comply with any Legal Requirement which is enacted after the date
of this Lease or (C) has the effect of reducing expenses which would
otherwise be included in Common Area Operating Expenses (but only to the extent
of such savings), then such equipment shall be depreciated on a straight-line
basis over the lesser of (i) the useful life of such equipment or (ii) ten
(10) years, and there shall be included in Common Area Operating Expenses
in each Operating Year the amount of such depreciation attributable to such
Operating Year, provided, however, that all amounts thereof included in Common
Area Operating Expenses in Operating Years subsequent to the year paid shall
have added thereto interest at the Interest Rate (determined as of the date on
which such expense was incurred) from the date each such expense was incurred
by Landlord;


 


(ix)                                as to
salaries and other compensation and professional fees of persons employed or
retained at or for the Common Areas and at additional locations other than the
Common Areas, only a pro rata allocation (based on an equitable time
allocation) of the foregoing expenses incurred on behalf of the Common Areas
shall be included in Common Area Operating Expenses;


 


(x)                                   costs and
expenses payable to a Landlord Affiliated Entity or its partners or
stockholders to the extent that such costs and expenses exceed, in any material
respect, competitive costs and expenses generally charged for materials or
services rendered by persons or entities (other than any Landlord Affiliated
Entity or its partners or stockholders) of similar skill, competence and
experience;


 


(xi)                                all costs
and expenses included in Operating Expenses;


 


(xii)                             all costs and
expenses allocable to any portion of the Common Areas that is hereafter
conveyed to a third party (other than to a Landlord Affiliated Entity), except,
however, that if any portion of the Common Areas so conveyed constitutes a
parking structure, and if Landlord both retains the right to use all or a
portion of the parking spaces within such structure for tenants of the Complex
and pays all or a portion of the costs and expenses allocable to such conveyed
parking structure


 


15

















 


then such costs and expenses payable by
Landlord with respect to such conveyed parking structure shall be included in
Common Area Operating Expenses;


 


(xiii)                          all costs
and expenses allocable to any buildings or structures constructed on any
portion of the Complex (other than the Building, Plaza II and the Existing
Buildings) or allocable to any portions of the Common Areas adjacent thereto
which become unavailable for the general use of the tenants of the Complex
during the construction of such buildings or structures by reason of such
construction (such exclusion to become effective from and after the time, if
any, of Commencement of Construction (of such buildings or structures).  During construction of any such building or
structure, as and when any portion of the land (and any improvements
constructed thereon), the costs and expenses allocable to which had been
excluded from Common Area Operating Expenses as of the Commencement of
Construction, again becomes available for the general use of all tenants of the
Complex, the costs and expenses allocable to such land (and to any improvements
thereon similarly available for the general use of all tenants of the Complex
including, without limitation, parking structures) shall again be included in
Common Area Operating Expenses;


 


(xiv)                         amounts
otherwise includible in Common Area Operating Expenses but reimbursed from
other sources other than by escalation provisions similar to this Article 3;


 


(xv)                            costs paid
or incurred in connection with the removal, replacement, enclosure,
encapsulation or other treatment of any Hazardous Materials in the Building;


 


(xvi)                         costs
incurred by Landlord to remedy a violation of a Legal Requirement in effect as
of the date of this Lease;


 


(xvii)                      costs of
acquiring sculptures, paintings or other permanent objects of art (as distinct
from decorations) located in the Common Areas, except for the cost of routine
maintenance of such objects of art;


 


(xviii)                   interest,
fines or penalties payable by Landlord;


 


(xix)                           Landlord’s
general corporate overhead and general administrative expenses not attributable
in any way to the Common Areas;


 


(xx)                              Landlord’s
political or charitable contributions; and


 


(xxi)                           any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord for profit.


 


If any of the costs and expenses which, pursuant to the terms of this
paragraph (d), are to be included in or excluded from Common Area Operating
Expenses depending upon the portion of the Property to which they relate, are
incurred with respect to both such included and excluded portions of the
Property, then Landlord shall make a good faith estimate of the amount of such
cost or expense allocable to such included or excluded portion of the Property,
and only the pro rata allocation (based on Landlord’s estimate) of such cost or
expense incurred on behalf of the


 


16

















 


included portion of the Property shall be included in Common Area
Operating Expenses.  Such allocation
shall be binding on Landlord and Tenant.


 


(e)                                  The term “Operating
Expenses” shall mean, subject to the provisions of paragraphs (f) and (g) below,
the total of all costs and expenses (including taxes thereon, if any), computed
on an accrual basis, incurred by Landlord in connection with operating,
repairing and maintaining the Building and Plaza II in a manner customary for
mixed use office/retail complexes in northern New Jersey similar to the Complex
including, without limitation, the costs and expenses with respect to:  steam, gas and any other fuel or utilities;
water rates (including without limitation, for public drinking facilities and
bathrooms), water charges and sewer rents; operation of the heating, ventilation
and cooling systems; electricity and other utilities for areas other than those
leased or available for lease to individual tenants as indicated by meter, or
if there be no meter, as determined by a reputable, independent electrical
consultant selected by Landlord (“Landlord’s electrical consultant”);
elevators and escalators; metal, elevator cab, lobby, interior mall and other
interior public area maintenance and cleaning; painting and decoration of
nontenant areas; window cleaning; sanitary control; security; maintenance and
replacement of lighting fixtures, tubes and bulbs in nontenant areas; music
program services and loud speaker system; depreciation of hand tools and other
movable equipment used in the operation or maintenance of the Building and
Plaza II; maintenance of conduits in the Building and Plaza II as necessary for
shared tenant systems; flood, fire, extended coverage, boiler and machinery,
sprinkler apparatus, public liability and property damage, loss of rental,
fidelity and plate glass insurance and any other insurance required by the
holder of any mortgage or ground lease covering all or any portion of the
Building and Plaza II or customarily carried with respect to mixed use
office/retail complexes in northern New Jersey similar to the Property; wages,
salaries, bonuses, disability benefits, hospitalization, medical, surgical,
dental, optical, psychiatric, legal, union and general welfare benefits
(including group life insurance), any pension, retirement or life insurance
plan and other benefit or similar expense respecting employees of Landlord (or
its agents) up to and including the property manager, provided that to the
extent that Landlord employs the services of any such persons at the
Building  and Plaza II and at additional
locations other than the Building and Plaza II, then only a pro rata allocation
(based on an equitable time allocation) of the foregoing expenses incurred on
behalf of the Building and Plaza II shall be included in Operating Expenses;
uniforms and working clothes for such employees and the cleaning and
replacement thereof; expenses imposed on Landlord pursuant to law or to any
collective bargaining agreement with respect to such employees; worker’s
compensation insurance, payroll, social security, unemployment and other
similar taxes with respect to such employees; salaries of bookkeepers and
accountants, provided that to the extent that Landlord employs the services of
any such persons at the Building and Plaza II and at additional locations other
than the Building and Plaza II, then only a pro rata allocation (based on an
equitable time allocation) of the foregoing expenses incurred on behalf of the
Building and Plaza II shall be included in Operating Expenses; reasonable
professional and consulting fees, including legal and accounting fees; charges
for independent contractors performing work included within the definition of
Operating Expenses; association fees or dues; telephone and stationery;
directory; building telephone; repairs, replacements and improvements of the
electrical, mechanical, plumbing and HVAC systems and other systems and
portions of the Building and Plaza II, which are necessary or appropriate for
the continued operation of the Building in a manner customary for mixed use
office/retail complexes in northern New Jersey similar to the Complex or are
otherwise imposed upon Landlord by any Governmental


 


17

















 


Authority; and management fees for the
management of the Building and Plaza II, or if no managing agent is employed by
Landlord, a sum in lieu thereof which is not in excess of the then prevailing
rates for outside management fees in Northern New Jersey for mixed use
office/retail complexes similar to the Property.  There shall also be included in Operating
Expenses (but only to the extent the same are not otherwise included therein)
any items described in the definition of Common Area Operating Expenses which
are performed to the exterior of the Building and Plaza II, but which, by
reason of their relating to areas adjacent to the Building and Plaza II, are
not included in Common Area Operating Expenses and are performed and paid for
directly by the owner of the Building and Plaza II.  If any of the costs and expenses includible
in Operating Expenses are incurred by Landlord with respect to both the
Building and Plaza II, on the one hand, and other portions of the Property, on
the other hand, then Landlord shall make a good faith estimate of the amount of
such cost or expense allocable to the Building and Plaza II and the amount thereof
allocable to such other portions of the Property, and only the pro rata
allocation (based on Landlord’s estimate) of such cost or expense incurred on
behalf of the Building and Plaza II shall be included in Operating
Expenses.  It is understood and agreed
that Landlord shall not be permitted to include the same item of expense in
both Operating Expenses and Common Area Operating Expenses except to the extent
such item of expense is allocated between them as expressly contemplated
hereby.


 


(f)                                    Omitted.


 


(g)                                 The
following shall be excluded or deducted from the costs and expenses otherwise
included in Operating Expenses:


 


(i)                                     the cost of
electricity and other utilities furnished to the demised premises and other
space leased or available for lease to tenants as measured by meters, or if
there be no meters, as determined by Landlord’s electrical consultant;


 


(ii)                                  leasing
commissions and similar fees;


 


(iii)                               salaries,
fringe benefits and other compensation for Landlord’s executives above the
grade of property manager;


 


(iv)                              amounts
received by Landlord through proceeds of insurance to the extent the proceeds
are compensation for expenses which were previously included in Operating
Expenses;


 


(v)                                 cost of
repairs, replacements or restoration incurred by reason of fire or other
casualty or condemnation to the extent Landlord is compensated therefor by
insurance proceeds (or would have been compensated therefor under the insurance
policies Landlord has agreed to maintain under this Lease if Landlord fails to
do so) or a condemnation award;


 


(vi)                              advertising
and promotional expenditures;


 


(vii)                           Taxes;


 


18

















 


(viii)                        costs for
performing tenant installations for any individual tenant or for performing
work or furnishing services (including above-standard cleaning) to or for
individual tenants at such tenant’s expense and any other contribution by
Landlord to the cost of tenant improvements;


 


(ix)                                capital
expenditures, except as provided above;


 


(x)                                   rent under
any existing or future ground leases;


 


(xi)                                financing
and refinancing costs and mortgage debt service;


 


(xii)                             costs of
furnishing services to other tenants or occupants to the extent such services
are materially in excess of services Landlord offers to all tenants at Landlord’s
expense;


 


(xiii)                          amounts
otherwise includible in Operating Expenses but reimbursed directly by Tenant or
other tenants to Landlord other than by escalation provisions similar to this Article 3;


 


(xiv)                         costs and
expenses payable to any Landlord Affiliated Entity, to the extent that such
costs and expenses exceed in any material respect competitive costs and
expenses for materials and services by unrelated persons or entities (other
than a Landlord Affiliated Entity or its partners or stockholders) of similar
skill, competence and experience;


 


(xv)                            franchise,
corporation, income, inheritance, succession or estate taxes (but not sales and
use taxes) imposed on Landlord;


 


(xvi)                         all amounts
included in Common Area Operating Expenses;


 


(xvii)                      depreciation,
except that if any equipment is purchased for maintenance and operation of the
Building and Plaza II which is treated by Landlord as a capital item in
accordance with GAAP and which (A) is a replacement item when a repair
cannot be prudently made (but only to the extent of Landlord’s reasonable
estimate of the cost to repair such item had Landlord elected to repair rather
than replace such item), or (B) is necessary to comply with any Legal
Requirement which is enacted after the date of this Lease or (C) has the
effect of reducing expenses which would otherwise be included in Operating
Expenses (but only included to the extent of such savings), then such equipment
shall be depreciated on a straight-line basis over the lesser of (i) the
useful life of such equipment or (ii) ten (10) years, and there shall
be included in Operating Expenses in each Operating Year the amount of such
depreciation attributable to such Operating Year, provided, however, that all
amounts thereof included in Operating Expenses in Operating Years subsequent to
the year paid shall have added thereto interest at the Interest Rate (as
defined in Section 22.03) (determined as of the date on which such
expense was incurred) from the date each such expense was incurred by Landlord;


 


(xviii)                   lease
takeover or takeback costs incurred by Landlord in connection with leases in
the Building or Plaza II;


 


19

















 


(xix)                           legal fees,
expenses and disbursements (including, without limitation, those incurred in
connection with leasing, sales, financing or refinancing or disputes with other
tenants), except such fees as are reasonably incurred in connection with the
operation of the Property;


 


(xx)                              costs paid
or incurred in connection with the removal, replacement, enclosure,
encapsulation or other treatment of any Hazardous Materials in the Building or
Plaza II;


 


(xxi)                           costs
incurred by Landlord to remedy a violation of a Legal Requirement in effect as
of the date of this Lease;


 


(xxii)                        costs of
acquiring sculptures, paintings and other permanent objects of art (as distinct
from decorations) located in the Building or Plaza II, except for the costs of
routine maintenance of such objects of art;


 


(xxiii)                     interest,
fines or penalties payable by Landlord;


 


(xxiv)                    Landlord’s
general corporate overhead and general administrative expenses not attributable
in any way to the Building or Plaza II;


 


(xxv)                       Landlord’s
political or charitable contributions;


 


(xxvi)                    any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by Landlord for profit;


 


(xxvii)                 costs
incurred with respect to a sale or transfer of all or any portion of the
Building, Plaza II or any interest therein, or in any person or entity (of
whatever tier) owning an interest therein;


 


(xxviii)                costs associated with payments to state and
local governments for infrastructure improvements, including without
limitation, traffic pattern and road improvements; and


 


(xxix)                      costs and
legal expenses incurred due to Landlord’s gross negligence and/or willful
misconduct.


 


(h)                                 If during
all or part of any Operating Year, Landlord shall not furnish any particular
item(s) of work or service (which would constitute an Operating Expense)
to portions of the Building or Plaza II, due to the fact such portions are not
occupied or leased, or because such item of work or service is not required or
desired by the tenant of such portion, or such tenant is itself obtaining and
providing such item of work or service, then, for the purpose of computing the
additional rent payable hereunder, the amount of Operating Expenses for such
item for such period shall be increased by an amount equal to the actual
incremental cost which would reasonably have been incurred during such period
by Landlord if it had at its own expense furnished such item of work or
services to 100% of the aggregate square footage of the Building and Plaza II;
it being understood that, without limiting the foregoing, the amount included
in Operating Expenses for the Base Operating Year and each subsequent Operating
Year in respect


 


20

















 


of management fees shall also be increased by
an amount equal to the incremental management fees which would have been
incurred if the Building and Plaza II were 100% leased to tenants based on the
gross rents for the Building and Plaza II then being charged by Landlord.  In addition, in no event shall the same item
of Operating Expenses be included more than once in Operating Expenses for a
particular Operating Year.


 


(i)                                     Tenant
acknowledges that Landlord may transfer legal ownership of portions of the
Property to a Landlord Affiliated Entity for purposes of obtaining tax
abatements for the Property, for tax planning purposes or otherwise, and
neither the definition of Operating Expenses nor of Tenant’s Expense Share nor
of Common Area Operating Expenses, nor of Common Area Expense Share shall be
affected by reason of any such transfers to Landlord Affiliated Entities; all
of which shall be deemed for purposes hereof to continue to be owned by
Landlord.


 


(j)                                     If Landlord
(or any Landlord Affiliated Entity) shall acquire an Additional Parcel, then,
at Landlord’s election, exercisable by written notice to Tenant (A) the
Common Area Operating Expenses allocable to such Additional Parcel (or the
portion thereof to be used as Common Areas) shall be included in Common Area
Operating Expenses in accordance with paragraph (d) above to the extent
applicable when such Additional Parcel shall be available for the general use of
the tenants of the Complex, (B) the square footage of any improvements
then or thereafter constructed on such Additional Parcel, the tenants or
occupants of which are permitted generally to use the Common Areas, shall, as
of the applicable Expense Share Determination Date, be added to the denominator
of the Expense Share Fraction for purposes of calculating the Common Area
Expense Share in accordance with paragraph (c) above, (C) such
Additional Parcel shall thereafter be deemed a part of the Complex Land for all
purposes of this Lease and (D) the Common Area Expenses for the Base
Operating Year shall be equitably increased to reflect the inclusion of the
Operating Expenses for the Additional Parcel in the Common Area Expenses.


 


(1)                                  Tenant shall
pay to Landlord as additional rent for each Operating Year or partial Operating
Year an amount equal to Tenant’s Expense Share of the excess of the Operating
Expenses for such Operating Year over the Operating Expenses for the Base
Operating Year and the Common Area Expense Share of the excess of the Common
Area Operating Expenses for such Operating Year over the Common Area Operating
Expenses for the Base Operating Year (collectively, “Tenant’s Expense
Payment”).


 


(2)                                  Landlord
shall furnish to Tenant for each Operating Year an Escalation Statement
(subject to revision as hereinafter provided) setting forth Landlord’s estimate
of Tenant’s Expense Payment for such Operating Year.  Landlord’s estimate shall not exceed 105% of
Tenant’s Expense Payment for the prior Operating Year unless Landlord becomes
aware (and advises Tenant in writing) of an increase in one or more categories
of Common Area Operating Expenses and/or Operating Expenses (such as insurance
premiums or utilities, including fuel costs) in excess of 5% of the cost of
such category(ies) of Common Area Operating Expenses or Operating Expenses over
the prior Operating Year.  The foregoing
limit on estimates shall not be deemed a cap on Tenant’s Expense Payment based
upon actual Common Area Operating Expenses and/or Operating Expenses.  Landlord shall provide an Escalation
Statement for the Base Operating Year no later than the delivery of the
Escalation


 


21

















 


Statement for the first Operating Year
subsequent to the Base Operating Year. 
Tenant shall pay to Landlord on the first day of each month during such
Operating Year an amount equal to one-twelfth (1/12) of Landlord’s estimate of
Tenant’s Expense Payment for such Operating Year.  If Landlord shall furnish such estimate for
an Operating Year after the commencement thereof, then (i) until the first
day of the month following the month in which such estimate is furnished to
Tenant, Tenant shall pay to Landlord on the first day of each month an amount
equal to the monthly sum payable by Tenant to Landlord under this paragraph C
for the last month of the preceding Operating Year; (ii) on the first day
of the month following the month in which such estimate is furnished to Tenant
and monthly thereafter for the balance of such Operating Year, Tenant shall pay
to Landlord an amount equal to one-twelfth (1/12) of Tenant’s Expense Payment
as shown on such estimate; and (iii) Landlord shall notify Tenant in the
Escalation Statement containing such estimate whether the installments of
Tenant’s Expense Payment previously paid for such Operating Year were more or
less than the installments which should have been paid for such Operating Year
pursuant to such estimate.  If there
shall be an underpayment, Tenant shall pay the amount thereof within fifteen
(15) Business Days after being furnished with such Escalation Statement or if
there shall be an overpayment, Tenant shall be entitled to a credit in the
amount thereof against the next subsequent rental payments under this Lease.  After the termination of this Lease and the
payment to Landlord of the balance, if any, of all basic annual rent and
additional rent due hereunder, Landlord shall pay Tenant the amount of any
credit not previously applied by Tenant. 
Landlord may at any time and from time to time furnish to Tenant an
Escalation Statement setting forth Landlord’s revised estimate of Tenant’s
Expense Payment for a particular Operating Year and Tenant’s Expense Payment
for such Operating Year shall be adjusted and paid or credited, as applicable,
in the same manner as provided in the preceding sentence.


 


(3)                                  Within 180
days after the end of each Operating Year Landlord shall submit to Tenant an
annual Escalation Statement prepared by Landlord or its agent setting forth the
Operating Expenses and Common Area Operating Expenses for the preceding
Operating Year and the balance of Tenant’s Expense Payment, if any, due to
Landlord from Tenant for such Operating Year. 
If such annual Escalation Statement shall show that the sums paid by
Tenant under Section 3.02(C) exceeded Tenant’s Expense Payment
for such Operating Year, Tenant shall be entitled to a credit in the amount of
such excess against the next subsequent rental payments under this Lease.  After the termination of the Lease and the
payment to Landlord of the balance, if any, of all basic annual rent and
additional rent due hereunder, Landlord shall pay Tenant the amount of any
credit not previously applied by Tenant. 
If an annual Escalation Statement shall show that the sums so paid by
Tenant were less than Tenant’s Expense Payment for such Operating Year, Tenant
shall pay the amount of such deficiency to Landlord within fifteen (15)
Business Days after being furnished with such annual Escalation Statement.


 


(4)                                  The annual
Escalation Statements with respect to Operating Expenses and Common Area
Operating Expenses to be furnished by Landlord or its agent as provided above
may be unaudited but shall be in reasonable detail.  Landlord and its agent may rely on Landlord’s
operating cost allocations and estimates if such allocations or estimates are
required for this Section 3.02.


 


22














 


(5)           Upon Tenant’s written request,
Landlord shall permit Tenant or Tenant’s designated (in such request) reputable
certified public accounting firm (which may not be retained by Tenant on a
contingency fee basis or any other fee basis by which such accounting firm’s
compensation is based upon the amount refunded or credited by Landlord to
Tenant as a result of such audit) to inspect the books and records relating to
the operation of the Property for the Operating Year to which an Escalation
Statement relates at the New York, New Jersey or Connecticut office of Landlord’s
managing agent at such time or times during normal business hours as Landlord
shall reasonably designate.  Tenant or
Tenant’s accounting firm shall have the right to obtain copies or make such
abstracts thereof as it may reasonably require in order to verify any
Escalation Statement.


 


3.03         Tenant
shall pay to the appropriate Governmental Authority on or before the due date
thereof all taxes, assessments and other charges which are or may be assessed,
levied or imposed by any Governmental Authority upon, or become a lien or due
and payable in respect of, any leasehold interest of Tenant, any investment of
Tenant in the demised premises, any right of Tenant to occupy the demised
premises or any personal property of any kind owned, installed or used by
Tenant at or in connection with the operation of the demised premises or in
connection with Tenant’s business conducted at the demised premises and, at
Landlord’s request, furnish Landlord with reasonable evidence, within ten (10) Business
Days after demand, that the same have been paid.


 


3.04         If
the Commencement Date shall be other than the first day of a Tax Year or an
Operating Year or if the Expiration Date shall be a day other than the last day
of a Tax Year or an Operating Year, then Tenant’s Tax Payment and/or Tenant’s
Expense Payment for such partial year shall be equitably adjusted taking into
consideration the portion of such Tax Year or Operating Year falling within the
Term.  Landlord shall, as soon as
reasonably practicable, cause an Escalation Statement with respect to Building
Taxes and Common Area Taxes for the Tax Year and/or Operating Expenses and
Common Area Operating Expenses for the Operating Year in which the Term expires
to be prepared and furnished to Tenant. 
Such Escalation Statement shall be prepared as of the Expiration Date of
the Term if such date is December 31, and if not, as of the first to occur
of June 30 or December 31 after the Expiration Date of the Term.
Landlord and Tenant shall thereupon make appropriate adjustments of amounts
then owing.


 


3.05         In
no event shall the basic annual rent ever be reduced by operation of this Article 3.  The rights and obligations of Landlord and
Tenant under the provisions of this Article 3 shall survive the
termination of this Lease, and payments shall be made pursuant to this Article 3
notwithstanding the fact that an Escalation Statement is furnished to Tenant
after the expiration or other termination of the Term.


 


3.06         Landlord’s
failure to render an Escalation Statement with respect to any Tax Year or
Operating Year shall not prejudice Landlord’s right to thereafter render an
Escalation Statement with respect thereto or with respect to any subsequent Tax
Year or Operating Year, provided that such Escalation Statement is rendered
within two years after the expiration of the applicable Tax Year or Operating
Year.


 


3.07         Each
Escalation Statement shall be conclusive and binding upon Tenant unless within
120 days after receipt of such Escalation Statement Tenant shall notify
Landlord that it


 


23

















 


disputes the correctness of such Escalation
Statement, specifying the particular respects in which such Escalation
Statement is claimed to be incorrect. 
Pending the resolution of such dispute, and as a condition precedent to
Tenant’s right to dispute the correctness of such Escalation Statement, Tenant
shall make its payments in accordance with such Escalation Statement without
prejudice to Tenant’s position.  In the
event of the resolution of such dispute so that there shall have been an
overpayment of any of Tenant’s Tax Payment and/or Tenant’s Expense Payment,
Landlord shall permit Tenant to credit the amount of such overpayment against
the next subsequent rental payments under this Lease and, if such overpayment
shall have exceeded 6%, Landlord shall reimburse Tenant for Tenant’s reasonable
and actual costs for Tenant’s accountants to review the Escalation
Statement.  After the termination of this
Lease and the payment to Landlord of the balance, if any, of all basic annual
rent and additional rent due hereunder, Landlord shall pay to Tenant the amount
of any credit not previously applied by Tenant. Tenant agrees, at Landlord’s
request, to be a party to any arbitration between Landlord and any other tenant
of the Property concerning the interpretation of any provision similar to a
provision in this Article 3 in such other tenant’s lease.  Tenant shall not be responsible for the cost
of any such arbitration, except that Tenant shall bear the cost of its own
counsel, experts and presentation of proof, if any.  If Landlord and Tenant, both acting
reasonably and in good faith, cannot resolve such dispute and the amount in
dispute exceeds $10,000, then, in such event, if Tenant delivers a notice (the “Arbitration
Notice”) to Landlord stating that Tenant wishes to resort to the procedure
described in this subsection below, the resolution as to the disputed amount
shall be determined as follows.  A senior
officer experienced in accounting matters related to commercial leasing and who
is a partner of a recognized New Jersey accounting firm (the “Arbitrator”)
shall be selected and paid for jointly by Landlord and Tenant.  If Landlord and Tenant are unable to agree
upon the Arbitrator, then the same shall be designated by the American
Arbitration Association (“AAA”). 
The Arbitrator selected by the parties or designated by the AAA shall
not have been employed by Landlord or Tenant during the previous five year
period and shall have at least ten years experience in analyzing accounting
issues concerning office space in New Jersey. 
Landlord and Tenant shall each submit to the Arbitrator and to the other
its determination of the resolution as to the amount by which the disputed
amount differs from the Escalation Statement, as set forth above.  The Arbitrator shall determine which of the
two determinations (or any amount in between) represents the correct resolution
as to such disputed amount.  The
determination of the Arbitrator shall be binding upon Landlord and Tenant.  Tenant shall ensure that Tenant, its
employees and its other representatives shall keep the findings of any audit as
well as the Arbitrator confidential.


 


3.08         Tenant
will cooperate with Landlord in all reasonable respects in obtaining and
retaining any tax abatement or exemption for which the Property may be
eligible.  Tenant will execute and file
within ten (10) days after demand any and all documents and instruments
reasonably necessary to obtain and retain such abatement or exemption.


 


ARTICLE 4


 


ELECTRICITY


 


4.01         Any
additional risers, feeders or other equipment or service proper or necessary to
supply Tenant’s electrical requirements, upon written request of Tenant, will
be installed by Landlord at the sole but reasonable cost and expense of Tenant,
if in Landlord’s sole but


 


24

















 


reasonable judgment the same are available
and necessary for Tenant’s use and will not cause permanent damage or injury to
the Property or the demised premises or cause or create a dangerous or
hazardous condition or entail excessive or unreasonable alterations, repairs or
expense or interfere with or disturb other tenants or occupants.  Such written request shall include a load
letter prepared by Tenant’s electrical engineer which shall substantiate Tenant’s
request and set forth all of Tenant’s proposed electrical equipment and
estimated consumption in the demised premises, and which load letter shall be
satisfactory to Landlord.  For purposes
of this Section 4.01 Tenant acknowledges that the following factors
shall be taken into consideration in determining reasonableness:  (i) whether the installation of such
additional electrical equipment potentially materially and adversely affects
the normal operation of portions of the electrical systems outside the demised
premises or affects the occupancy of other tenants in the Building, (ii) Landlord’s
desire (acting in a manner consistent with a prudent and forward-looking leasing
program) to reserve electrical power or excess electrical power for other
existing or prospective tenants in the Building, and (iii) whether the
installation of such additional electrical equipment requires a shutdown of
electrical or other Building systems and Landlord’s rights to effect such
shutdown under other leases in the Building. 
To the extent that Tenant requests Landlord to install the additional
electrical equipment referred to in this Section 4.01 to enable
Tenant to obtain electrical capacity for the demised premises in excess of the
electrical capacity referred to in Section 4.02 and Landlord
declines Tenant’s request, Landlord shall not be deemed to have acted
unreasonably so long as Landlord does not unreasonably withhold its consent if Tenant
wishes to make arrangements, at its sole expense, to obtain such additional
electrical capacity for the demised premises directly from the public utility
serving the Building (and not from available capacity in the Building),
provided that Tenant complies with all of the requirements of Articles 6
and 8 of this Lease and consults with Landlord’s engineers with respect
to obtaining such additional electrical capacity and the installations required
therefor.


 


4.02         Landlord
shall supply the demised premises with electrical capacity of not less than six
(6) watts demand load, exclusive of the Building HVAC system serving the
demised premises, per usable square foot contained in the demised
premises.  Tenant covenants and agrees to
pay directly to the utility company supplying electricity to the demised
premises the amounts due for electric current consumed by Tenant (including,
but not limited to, the requirements of Section 21.01(c)), as
indicated by meters measuring Tenant’s consumption thereof which shall be
installed by Landlord for the demised premises and shall be in good working
order.  Tenant, at Tenant’s sole cost and
expense, shall be responsible for the maintenance and repair of all such
meters.


 


4.03         Tenant’s
use of electric current in the demised premises shall not at any time exceed
the capacity as provided in Section 4.02 or of any of the
electrical conductors and equipment in or otherwise serving the demised
premises.  Tenant shall not make or
perform or permit the making or performing of, any alterations to wiring,
installations or other electrical facilities in or serving the demised premises
without the prior consent of Landlord in each instance, and then only in
accordance with the provisions of Article 6.


 


4.04         Landlord
shall not be liable in any way to Tenant for any failure or defect in the
supply or character of electric energy furnished to the demised premises by
reason of any requirement, act or omission of the public utility providing the
Building or the demised premises with electricity or for any other reason
whatsoever, including the sharing by Tenant of common


 


25

















 


electrical equipment with other tenants or
occupants.  Without limiting the
foregoing, in no event shall Landlord be liable to Tenant for any consequential
damages arising from any such failure or defect.


 


4.05         At
Landlord’s option, Tenant shall pay Landlord’s reasonable charges for
installing all lighting tubes, lamps, bulbs and ballasts used in the demised
premises on demand as additional rent.


 


4.06         To
the extent that Tenant leases the 2nd Floor Expansion Space, the 6th Floor Expansion Space
and/or any Offer Space, Tenant shall pay for electricity in such space and, to
measure the consumption thereof, Landlord shall install, at Tenant’s expense,
and supply electricity to service such space on a submetered basis, and Tenant
in such event shall pay to Landlord, as additional rent, the sum of (y) an
amount determined by applying the electric rate charged by the utility for such
space to Tenant’s consumption of and demand for electricity within such space
as recorded on the submeter or submeters servicing such space and (z) Landlord’s
administrative and line loss charge of 5% of the amount referred to in (y) above,
(such combined sum being hereinafter called “Submeter Electric Rent”).  Except as set forth in the foregoing clause
(z), Landlord will not charge Tenant more than the electric rate for the
electricity provided pursuant to this paragraph.  Where more than one submeter measures the
electric service to Tenant, the electric service rendered through each submeter
shall be computed and billed separately in accordance with the provisions set
forth herein, provided that Tenant may, at its expense, install a totalizing
meter in such space, aggregating total electric consumption so long as, in no
event, shall Tenant pay Landlord for electricity an amount which is less than
Landlord’s cost for such electricity as set forth in clause (y) above.  Such totalizing meter shall be maintained by
Tenant, at Tenant’s expense.  Prior to
the installation and the first reading of the submeter or submeters referred to
above, Tenant shall pay to Landlord, on account of the Submeter Electric Rent
payable pursuant to this paragraph, the annual sum of $1.56 per square foot of
Rentable Area of such space (“Estimated Submeter Electric Rent”),
subject to the adjustments on the first day of each and every calendar month of
the term (except that if the first day of the term is other than the first day
of a calendar month, the first monthly installment, prorated to the end of said
calendar month, shall be payable on the first day of the first full calendar
month).  From time to time during the
term, the Estimated Submeter Electric Rent may be adjusted by Landlord on the
basis of either Landlord’s reasonable estimate of Tenant’s electric consumption
and demand (if at any time the submeter(s) servicing such space are
inoperative) or Tenant’s actual consumption of and demand for electricity as
recorded on the submeter(s) servicing such space, and, in either event,
based on the electric rate then in effect. 
Subsequent to the end of each calendar year during the term of this
Lease, or more frequently if Landlord shall elect, Landlord shall submit to
Tenant a statement of the Electric Submeter Rent for such year or shorter
period together with the components thereof, as set forth in this paragraph (“Submetered
Electric Statement”).  To the extent
that the Estimated Submetered Electric Rent paid by Tenant for the period
covered by the Submetered Electric Statement shall be less than the Submeter
Electric Rent as set forth on such Submetered Electric Statement, Tenant shall
pay Landlord the difference within 30 days after receipt of the Submetered
Electric Statement.  If the Estimated
Submeter Electric Rent paid by Tenant for the period covered by the Submetered
Electric Statement shall be greater than the Submeter Electric Rent as set
forth on the Submetered Electric Statement, such difference shall be credited
against the next required payment(s) of Estimated Submeter Electric Rent.


 


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ARTICLE 5


 


USE


 


5.01         The
demised premises shall be used solely as and for executive, general and
administrative offices, and all customary ancillary uses (including, without
limitation, the installation of a cafeteria for Tenant’s employees and
invitees, which shall not be open to the general public) in keeping with the
character of the Building.


 


5.02         Tenant
shall not use or permit the use of the demised premises or any part thereof in
any way which would violate any of the covenants, agreements, terms, provisions
and conditions of this Lease or for any unlawful purposes or in any unlawful
manner or in violation of the certificate of occupancy for the demised premises
or the Building, and Tenant shall not permit the demised premises or any part
thereof to be used in any manner or anything to be done, brought into or kept
therein which, in Landlord’s good faith judgment shall impair or interfere with
(i) the character, reputation or appearance of the Building as a first
class office building, (ii) any of the Property services or the proper and
economic heating, cleaning, air conditioning or other servicing of the Property
or the demised premises, or (iii) the use of any of the other areas of the
Property by, or occasion discomfort, inconvenience or annoyance to, any of the
other tenants or occupants of the Property. 
Tenant shall not install any electrical or other equipment of any kind
which, in the reasonable judgment of Landlord, might cause any such impairment,
interference, discomfort, inconvenience or annoyance or which might overload
the risers or feeders servicing the demised premises or other portions of the
Building.  The factors to be taken into
consideration in defining Landlord’s reasonableness described in the last
sentence of Section 4.01 of this Lease shall apply, to the extent
applicable, to the preceding sentence.


 


5.03         If
Tenant exercises the 2nd Floor Expansion Option (as hereinafter
defined) or the Offer Space, then Tenant, at its own risk and on a
non-exclusive basis, may use the Building stairways between the demised
premises and the 2nd Floor Expansion Space and/or contiguous Offer
Space solely to enable Tenant’s employees to access floors comprising the
demised premises, provided that such use by Tenant (x) has been approved,
if required, by applicable Governmental Authorities and thereafter complies
with all Legal Requirements, (y) does not disrupt or interfere with the
proper and safe operation of the Building by Landlord and (z) does not
unreasonably interfere with the occupancy by other tenants of the
Building.  Tenant shall make its own
security arrangements relating to the use of such stairways, provided that it
shall consult with Landlord regarding such arrangements and continue to afford
Landlord access to the demised premises and such stairways in accordance with
the applicable provisions of this Lease.


 


ARTICLE 6


 


ALTERATIONS AND INSTALLATIONS


 


6.01         Tenant,
upon notice to but without obtaining Landlord’s consent, may make alterations,
installations, additions or improvements in or to the demised premises which
(x)(i) do not affect any structural or mechanical portion, or the
electrical systems, of the Building and (ii) are of a purely decorative or
cosmetic nature such as painting, carpeting, wall coverings and the like, (y) cost
less than $5.00 per square foot with respect to the area affected by such work


 


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and (z) do not require a building
permit.  Tenant shall make no other
alterations, installations, additions or improvements in or to the demised
premises without Landlord’s prior written consent and then only by contractors
or mechanics who are reasonably approved by Landlord; provided, that
Tenant shall only use contractors or mechanics designated by Landlord for any
alterations, installations, additions or improvements which affect the life
safety and/or other systems of the Building. 
All such work, alterations, installations, additions and improvements
shall be done at Tenant’s sole expense and at such times and in such manner as
Landlord may from time to time reasonably designate.  Tenant’s Initial Work and any future work in
the demised premises shall be done solely in accordance with plans and
specifications first approved in writing by Landlord.  Landlord will not unreasonably withhold or
delay its consent to requests for alterations, additions and improvements.  Landlord shall respond to Tenant’s plans and
specifications for Tenant’s Initial Work within ten (10) Business Days
after submission, provided that, if Tenant notifies Landlord that an emergency
situation exists (i.e., that there is a realistic and imminent threat to
the safety of persons or the preservation of property), Landlord shall endeavor
to respond more quickly.  In determining
whether Landlord has acted reasonably, the following factors shall be taken
into consideration:  (A) whether the
proposed alteration is structural and/or will interfere with the operation of
the Complex or affect the outside of the Complex or affect its structure,
electrical, HVAC, plumbing or mechanical systems, (B) whether such
alteration will affect the occupancy of any other tenant in the Complex and (C) whether
such alteration is a customary type of alteration for the uses permitted by Section 5.01
and in accordance with a first class office building standard.  If Landlord fails to respond to Tenant’s
proposed alterations and plans and specifications within such ten (10) Business
Day period, such alterations and plans and specifications shall be deemed
approved, provided that Tenant shall have sent Landlord a second request for
approval containing the following language and Landlord shall have failed to
respond within five Business Days:  “THIS
IS A SECOND REQUEST FOR APPROVAL OF THE PROPOSED ALTERATIONS.  IF LANDLORD DOES NOT RESPOND TO THIS SECOND
REQUEST WTHIN FIVE BUSINESS DAYS, LANDLORD’S APPROVAL SHALL BE DEEMED GRANTED
PURSUANT TO THE PROVISIONS OF THE LEASE.”


 


Any such approved alterations and improvements shall be performed in
accordance with the foregoing and the following provisions of this Article 6
and Schedule C:


 


1.             All
work shall be done in a good and workmanlike manner.


 


2.             (a)           Any contractor employed by Tenant to
perform any work permitted by this Lease, and all of its subcontractors, shall
agree to employ only such labor as will not result in jurisdictional disputes
or strikes.  Tenant will inform Landlord
in writing of the names of any contractor or subcontractors Tenant proposes to
use in the demised premises at least ten (10) days prior to the beginning
of work by such contractor or subcontractors.


 


(b)           Tenant covenants and agrees to pay to
the contractor, as the work progresses, the entire cost of supplying the
materials and performing the work shown on Tenant’s approved plans and
specifications less only customary retentions.


 


3.             All
work shall be performed in compliance with all Legal Requirements.


 


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4.             All
work shall be performed in accordance with the general tenant guidelines for
the Property established by Landlord from time to time regarding such work,
which guidelines Tenant acknowledges are available for its reference and use in
the Property manager’s office.  Any
future changes by Landlord to the existing tenant guidelines shall be
commercially reasonable.


 


5.             Tenant
shall keep the Property and the demised premises free and clear of all liens
(and shall provide appropriate lien waivers evidencing same) for any work or
material claimed to have been furnished to Tenant or to the demised premises on
Tenant’s behalf, and all work to be performed by Tenant shall be done in a
manner which will not unreasonably interfere with or disturb other tenants or
occupants of the Property.


 


6.             During
the progress of the work to be done by Tenant, said work shall be subject to
inspection by representatives of Landlord who shall be permitted access and the
opportunity to inspect, at all reasonable times on reasonable notice (except in
the case of an emergency), but this provision shall not in any way whatsoever
create any obligation on Landlord to conduct such an inspection.


 


7.             With
respect to any alteration or improvement work, Tenant agrees to pay to Landlord,
as additional rent, promptly upon being billed therefor, a sum equal to any
reasonable third party, out-of-pocket costs and expenses incurred by Landlord
in connection with such work (including, without limitation, to review Tenant’s
plans and specifications or with respect to alteration or improvement work
affecting Building systems, to inspect or monitor such alteration or
improvement work).  Landlord shall not
charge Tenant any supervisory or similar fee in connection with such work.


 


8.             Prior
to commencement of any work, Tenant shall furnish to Landlord certificates of
insurance evidencing the existence of:


 


(a)           worker’s compensation insurance
covering all persons employed for such work with statutorily required limits;


 


(b)           employer’s liability coverage
including bodily injury caused by disease with limits of not less than $100,000
per employee; and


 


(c)           commercial general liability
insurance including, but not limited to, completed operations coverage,
products liability coverage, contractual liability coverage, broad form
property damage, independent contractor’s coverage and personal injury coverage
naming Landlord as well as such representatives and consultants of Landlord as
Landlord shall reasonably specify (collectively “Landlord’s Consultants”),
including, without limitation, as of the date hereof, Mack-Cali Realty
Corporation, as well as Tenant, as additional insureds, with coverage of not
less than $3,000,000 combined single limit coverage (or such higher limits as
Landlord may from time to time impose in its reasonable judgment).


 


(d)           Such insurance shall be placed with
solvent and responsible companies reasonably satisfactory to the Landlord and
licensed or authorized to do business in the State of New Jersey, and the
policies shall provide that they may not be canceled without thirty (30) days’
prior notice in writing to Landlord.


 


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9.             Tenant
shall require all contractors engaged or employed by Tenant to indemnify and
hold Tenant, Landlord, and Landlord’s Consultants, including, but not limited
to, as of the date hereof Mack-Cali Realty Corporation, harmless substantially
in accordance with the following clauses (with such modifications therein as
may be required from time to time by reason of a change in the parties
constituting Landlord’s Consultants):


 


“The contractor hereby agrees to the fullest extent permitted by law to
assume the entire responsibility and liability for and defense of and to pay
and indemnify Landlord, Tenant and Landlord’s Consultants, against any loss,
cost, expense, liability or damage and will hold each of them harmless from and
pay any loss, cost, expense, liability or damage (including, without
limitation, judgments, attorneys’ fees, court costs, and the cost of appellate
proceedings), which Landlord and/or Tenant and/or Landlord’s Consultants,
incurs because of injury to or death of any person or on account of damage to
property, including loss of use thereof, or any other claim arising out of, in
connection with, or as a consequence of the performance of the work by the
contractor and/or any acts or omissions of the contractor or any of its
officers, directors, employees, agents sub-contractors or anyone directly or
indirectly employed by the contractor or anyone for whose acts the contractor
may be liable as it relates to the scope of this contract, except to the extent
with respect to any of the persons or entities indemnified hereunder, such
injuries to person or damage to property are alleged to be due and are held by
a final unappealable order of a court of competent jurisdiction to be due to
the negligence of the such person or entity seeking to be so indemnified.”


 


10.           Tenant,
to the extent permitted by law, shall make application for all building permits
in its own name.  Tenant shall obtain any
temporary certificate of occupancy or addendum to the permanent certificate of
occupancy required as a result of Tenant’s alterations and improvements.  Landlord shall promptly join in any and all
applications for permits, licenses or other authorizations if required by any
Governmental Authority, and may, in any event, so join in.  If Landlord is required to join in any such
application Tenant shall reimburse Landlord as additional rent for all
documented out-of-pocket expenses (including without limitation reasonable
legal fees and expenses) incurred by Landlord in connection with such
application.


 


11.           Within
ninety (90) days after completion of any work Tenant shall, at its sole cost
and expense, furnish Landlord with one mylar set of “as built” plans, drawings
and specifications together with a disk in form requested by Landlord carrying
a copy of such “as built” plans, drawings and specifications in the computer
aided design (CAD) format requested by Landlord, which set of plans, drawings
and specifications and all rights therein shall become the property of
Landlord.  The transfer of all such
rights as to the plans shall be confirmed in writing by Tenant’s architect.


 


6.02         Notice
is hereby given that Landlord shall not be liable for any labor or materials
furnished or to be furnished to Tenant upon credit, and that no mechanic’s or
other lien for any such labor or materials shall attach to or affect the
reversion or other estate or interest of Landlord in and to the demised
premises.  Any mechanic’s lien filed
against the demised premises or the Property for work claimed to have been done
for or materials claimed to have been furnished to Tenant shall be discharged
by Tenant at its expense within thirty (30) days


 


30

















 


after Tenant receives notice of such filing,
by payment, filing of the bond required by law or otherwise.


 


6.03         All
alterations, installations, additions and improvements made and installed by
Landlord, including, without limitation, all of Landlord’s Work, shall be the
property of Landlord and shall remain upon and be surrendered with the demised
premises as a part thereof at the end of the Term.


 


6.04         All
alterations, installations, additions and improvements made and installed by
Tenant, or at Tenant’s expense, upon or in the demised premises which are of a
permanent nature and which cannot be removed without damage to the demised
premises or the Property shall become and be the property of Landlord, and
shall remain upon and be surrendered with the demised premises as a part
thereof at the end of the Term, except that, at the time Landlord approves
Tenant’s plans and specifications and provides Tenant with timely notice in
order to enable Tenant to change the plans and specifications if Tenant wishes,
Landlord shall have the right to require Tenant at the expiration or sooner
termination of this Lease, to remove any of such alterations, installations,
additions and improvements and, in such event, Tenant will, at Tenant’s own
cost and expense, remove the same in accordance with such request, and restore
the demised premises to its original condition, ordinary wear and tear and
casualty excepted, provided that Tenant shall not be required to remove any
nonstructural alteration, installation, addition or improvement which
constitutes part of a customary office installation (a “Customary
Installation”), unless such alteration, installation, addition or
improvement required Landlord’s approval, which approval was not obtained, and
Tenant shall only be required to remove a non-Customary Installation.


 


6.05         Where
furnished by or at the expense of Tenant, all furniture, furnishings and trade
fixtures, including without limitation, murals, business machines and
equipment, counters, screens, grille work, special paneled doors, cages,
partitions, metal railings, closets, paneling, free standing lighting fixtures
and equipment, drinking fountains, refrigeration equipment, and any other
movable property (exclusive of supplementary air conditioning equipment and
raised flooring which shall become the property of Landlord) shall remain the
property of Tenant which may at its option remove all or any part thereof at
any time prior to the expiration of the Term. 
In case Tenant shall decide not to remove any part of such property,
Tenant shall notify Landlord in writing not less than three (3) months
prior to the expiration of the Term, specifying the items of property which it
has decided not to remove.  If, within
thirty (30) days after the service of such notice, Landlord shall request
Tenant to remove any of the said property, Tenant shall at its expense remove
the same.  As to such property which
Landlord does not request Tenant to remove, the same shall be, if left by
Tenant, deemed abandoned by Tenant and thereupon the same shall become the
property of Landlord.


 


6.06         If
any alterations, installations, additions, improvements or other property which
Tenant shall have the right to remove or be requested by Landlord to remove as provided
in Sections 6.04 and 6.05 hereof (herein in this Section 6.06
called the “Tenant’s Property”) are not removed on or prior to the
expiration of the Term, Landlord shall have the right to remove the Tenant’s
Property and to dispose of the same without accountability to Tenant and at the
sole but reasonable cost and expense of Tenant. 
In case of any damage to the demised premises or the Property resulting
from the removal of the Tenant’s Property, Tenant shall repair such damage


 


31

















 


or, in default thereof, shall reimburse
Landlord for Landlord’s cost in repairing such damage.  This obligation shall survive any termination
of this Lease.


 


6.07         Tenant
shall keep records of Tenant’s alterations, installations, additions and
improvements costing in excess of $50,000, and of the cost thereof.  Tenant shall, within forty-five (45) days
after demand by Landlord, furnish to Landlord copies of such records if
Landlord shall require same in connection with any proceeding to reduce the
assessed valuation of the Property, or in connection with any proceeding
instituted pursuant to Article l4 hereof.


 


ARTICLE 7


 


REPAIRS


 


7.01         Tenant
shall, at its sole cost and expense, be responsible for the maintenance and
repair of the demised premises (including, with respect to any full floor
comprising a portion of the demised premises, all bathrooms and other sanitary
facilities located therein, provided that Landlord shall maintain and repair
all base Building plumbing and sewage lines to the point of entry of the
demised premises, the costs of which shall be reimbursable under Article 3),
and keep same in good order and condition, including all necessary painting and
decorating, and make such repairs to the demised premises and the fixtures and
appurtenances therein as and when needed to preserve them in good working order
and condition (except that as to structural repairs and repairs to the exterior
windows, Landlord shall be obligated to make same unless they are necessitated by
any act, omission, occupancy or negligence of Tenant or by the use of the
demised premises in a manner contrary to the purposes for which same are leased
to Tenant, in which case Tenant shall be so obligated).  Tenant shall keep all interior glass, including
interior windows, doors and skylights, clean and in good condition and repair
and Tenant shall replace any interior glass that may be damaged with glass of
the same kind and quality.  All damage or
injury to the Property caused by Tenant moving property in or out of the
Building or by installation or removal of furniture, fixtures or other
property, shall be repaired, restored or replaced promptly by Tenant at its
sole cost and expense, which repairs, restorations and replacements shall be in
quality and class equal to the original work or installations.  Tenant shall promptly make all repairs in or
to the demised premises or the Property for which Tenant is responsible,
provided that any repairs required to be made to the mechanical, electrical,
sanitary, heating, ventilating, air-conditioning or other Building systems
shall be performed only by Landlord.  If
Tenant fails to make such repairs, restoration or replacements, same may be
made by Landlord at the expense of Tenant and such expense shall be collectible
as additional rent and shall be paid by Tenant within twenty (20) Business Days
after rendition of a bill therefor.


 


7.02         If
the demised premises includes loading docks, and or related facilities, Tenant
shall keep the loading docks and areas adjacent thereto and the driveways and
streets within the Property leading to said loading docks free of all dirt,
rubbish and other obstructions arising from Tenant’s use or occupancy of any
such facilities or the use of such facilities by Tenant’s officers, agents,
employees, suppliers or invitees including independent contractors making
deliveries or pick-ups from such loading docks.


 


32














 


7.03         Tenant
shall not place a load upon any floor of the demised premises exceeding the
floor load per square foot area (i.e., 100 lbs for areas in which raised
flooring is installed and 125 lbs. on slab) which such floor was designed to
carry and which is allowed by law.


 


7.04         Business
machines and mechanical equipment used by Tenant which cause vibration, noise,
cold or heat that may be transmitted to the Building structure or to any leased
space to such a degree as to be objectionable to Landlord (acting reasonably)
or to any other tenant at the Property shall be placed and maintained by Tenant
at its expense in settings of cork, rubber or spring type vibration eliminators
sufficient to absorb and prevent such vibration or noise, or prevent
transmission of such cold or heat.  The
parties hereto recognize that the operation of elevators, air conditioning and
heating equipment will cause some vibration, noise, heat or cold which may be
transmitted to other parts of the Building and demised premises.  Landlord shall be under no obligation to
endeavor to reduce such vibration, noise, heat or cold beyond what is customary
in current good building practice for buildings of the same type as the
Building.  Landlord shall not
discriminate against Tenant in the enforcement of the provisions of the first
sentence of this Section 7.04.


 


7.05         Except
as otherwise specifically provided in this Lease, there shall be no allowance
to Tenant for a diminution of rental value and no liability on the part of
Landlord by reason of inconvenience, annoyance or injury to business arising
from the making of any repairs, alterations, additions or improvements in or to
any portion of the Building or the demised premises or in or to fixtures,
appurtenances or equipment thereof. 
Landlord shall exercise reasonable diligence so as to minimize any
interference with Tenant’s business operations, but shall not be required to
perform the same on an overtime or premium pay basis.


 


7.06         If
Tenant shall install a supplemental air-conditioning system subject to and in
accordance with the requirements of this Lease, Tenant shall maintain same in
good order and condition, shall enter into a contract for the maintenance
thereof with a heating, ventilating and air-conditioning contractor reasonably
acceptable to Landlord and shall deliver to Landlord a copy of such contracts
and all amendments thereto promptly after execution thereof.


 


ARTICLE 8


 


REQUIREMENTS OF LAW, HAZARDOUS MATERIALS


 


8.01         Tenant
shall, at Tenant’s expense, comply with all Legal Requirements which shall
impose any violation, order or duty upon Landlord or Tenant with respect to the
demised premises, or the use or occupation thereof, except the foregoing shall
not obligate Tenant to make any structural repairs or changes unless required
by Tenant’s particular manner of use of the demised premises or by reason of
the alterations or leasehold improvements installed in the demised premises by
or on behalf of Tenant.  On the
Commencement Date, the demised premises shall comply with all Legal
Requirements which, if not complied with, would adversely affect Tenant’s
ability to use or perform alterations in the Premises in accordance with the
provisions of this Lease, except that Landlord shall not be obligated to cure
any violation of a Legal Requirement to the extent such cure is or would be
unnecessary or would have otherwise been cured due to the performance by Tenant
of Tenant’s Initial Work in the demised premises.


 


33

















 


8.02         Notwithstanding
the provisions of Section 8.01 hereof, Tenant, at its own cost and
expense, in its name and/or (whenever necessary) Landlord’s name, may contest,
in any manner permitted by law (including appeals to a court, or governmental
department or authority having jurisdiction in the matter), the validity or the
enforcement of any Legal Requirements with which Tenant is required to comply
pursuant to this Lease, and may defer compliance therewith provided that:


 


(a)           such
non-compliance shall not subject Landlord to criminal prosecution or subject
the Property to lien or sale;


 


(b)           such
non-compliance shall not be in violation of any mortgage, or of any ground or
underlying lease or any mortgage thereon;


 


(c)           Tenant
shall indemnify and protect Landlord against any loss or injury by reason of
such non-compliance; and


 


(d)           Tenant
shall promptly, diligently and continuously prosecute such contest.  Landlord, without expense or liability to it,
shall cooperate with Tenant and execute any documents or pleadings required for
such purpose, provided that Landlord shall reasonably be satisfied that the
facts set forth in any such documents or pleadings are accurate.


 


8.03         All
work performed pursuant to this Article by Tenant shall be performed in
accordance with the provisions of Article 6 hereof relating to
Alterations.


 


8.04         (a)           Tenant shall not bring, keep, use, or
maintain any Hazardous Material on or about the demised premises.  If Tenant shall breach the foregoing covenant
and such breach shall result in a violation of Legal Requirements or
contamination in the demised premises or the Building, then Tenant shall
indemnify, defend and hold Landlord and all holders of Superior Instrument and
its and their respective directors, officers, invitees, agent, servants and
employees harmless from any and all liabilities arising during or after the
Term as a result of such violation or contamination.  Tenant shall, in accordance with applicable
Legal Requirements, either remove such Hazardous Material or encapsulate such
Hazardous Material and restore the demised premises to its condition prior to
the removal of such Hazardous Material. 
Notwithstanding the foregoing, any work required pursuant to the
preceding sentence shall be performed at Landlord’s option, either by Tenant,
at Tenant’s expense, utilizing a contractor designated by Landlord or by
Landlord, in either case at Tenant’s reasonable expense.  This Section 8.04(a) shall
not prohibit Tenant from maintaining materials, equipment and supplies,
including, without limitation, printer chemicals, cleaning materials and
materials used in the operation and maintenance of Tenant’s offices as is
customary for office tenants provided such items are permitted, used, stored,
safeguarded and disposed of as required by applicable Legal Requirements.


 


(b)           For
the purposes of this Section, “Hazardous Materials” shall mean any and
all materials defined or classified as “hazardous materials,” “hazardous waste,”
“hazardous substance,” “toxic substance,” “hazardous pollutant,” “toxic
pollutant” or “oil” pursuant to any relevant federal or state law, including
without limitation 42 U.S.C. § 9601 et. seq. (CERCLA),


 


34

















 


42, U.S.C. § 6901 et. seq. (RCRA), and
any regulations promulgated pursuant to those statutes, all as amended.


 


(c)           Landlord
represents that to its actual knowledge (without further inquiry) there are no
Hazardous Materials in the Premises or in any areas of the Building that Tenant
has the right to access pursuant to the provisions of this Lease.  During the performance by Tenant of its
alterations (including Tenant’s Initial Work) in the demised premises during
the Term of this Lease, Tenant shall use its best efforts not to release any
asbestos-containing materials (“ACMs”) and/or presumed
asbestos-containing materials (“PACMs”). 
During the performance by Tenant of its alterations during the Term of
the Lease, if Tenant shall encounter any asbestos-containing materials (“ACMs”)
or presumed asbestos-containing materials (“PACMs”) (as such term is
defined in the Occupational Safety and Health Administration asbestos rule (1995),
59 Fed. Reg. 40964, 29 CFR §1910.1001 et seq. and 1926.1101 et seq.,
clarification 60 Fed. Reg. 33974) which are required to be removed,
encapsulated or otherwise remediated to comply with Legal Requirements, (i) Tenant
shall promptly notify Landlord (which notice shall be accompanied by reasonably
detailed documentation describing the nature and extent of the ACMs or PACMs), (ii) Landlord,
at its sole cost and expense, shall remove or, subject to the following
sentence, encapsulate such ACMs or PACMs as required to comply with Legal
Requirements within 60 days after Tenant’s notice to Landlord provided,
however, Tenant shall not exacerbate any such existing condition within the
demised premises but, if Tenant does so, Tenant (without otherwise limiting
Landlord’s rights) shall indemnify Landlord for such actions and be solely
responsible for reimbursing Landlord upon demand for all incremental costs
incurred by Landlord due to Tenant’s actions and (iii) thereafter, Tenant,
at its sole cost and expense, shall comply with an Operating and Maintenance
Plan relating to any ACMs or PACMs reasonably established by Landlord.  Notwithstanding the provisions of the
preceding sentence, Landlord shall remove (and not encapsulate) any non-de
minimis quantities of readily-accessible ACM’s or PACM’s so long as the
cost of removal is less than twice the cost of encapsulation.  Tenant shall use commercially reasonable
efforts not to disturb any existing ACMs or PACMs in the performance of its
alterations and shall make reasonable modifications to its plans and
specifications which do not affect the appearance or functionality of its
alterations (except in a de  minimis manner) if required to enable
Landlord to encapsulate rather than remove such ACMs or PACMs.  If such
modifications are not reasonably feasible due to Tenant’s design or if such
modifications would materially increase Tenant’s costs in performing its
alterations, then Landlord shall remove such ACMs or PACMs at its expense.  If Landlord fails to complete such work
within the 60 day period referred to above, and Tenant notifies Landlord that,
solely as a result of Landlord’s failure to complete the required treatment of
the ACMs and PACMs within such 60 day period, Tenant will actually be delayed
in completing the Tenant’s Initial Work, then, if Landlord has not completed
such work within an additional ten day period, the Rent Commencement Date for
the affected portion of such space (including any other space on the same floor
in which, based on good construction practice, Tenant cannot reasonably perform
its alterations until Landlord has completed such work), shall be deferred one
day for each day that Tenant is actually so delayed, provided that Tenant shall
have commenced and continued the performance of the Tenant’s Initial Work to
the extent possible in accordance with good construction practice and
scheduling.  Any disputes as to the
provisions of the prior sentence shall be resolved in accordance with the
commercial arbitration rules of the AAA.


 


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ARTICLE 9


 


INSURANCE, LOSS, REIMBURSEMENT, LIABILITY


 


9.01         Tenant
shall not do or permit to be done any act or thing upon the demised premises
which will invalidate or be in conflict with New Jersey standard fire insurance
policies covering the Property, and fixtures and property therein, or which
would increase the rate of fire insurance applicable to the Property to an
amount higher than it otherwise would be; and Tenant, to the extent in its
reasonable control, shall neither do nor permit to be done any act or thing
upon the demised premises which shall or might subject Landlord to any
liability or responsibility for injury to any person or persons or to property
by reason of any business or operation being carried on within the demised
premises.


 


9.02         If,
as a result of any act or omission by Tenant or violation of this Lease, the
rate of fire insurance applicable to the Property shall be increased to an
amount higher than it otherwise would be, Tenant shall reimburse Landlord for
all increases of Landlord’s fire insurance premiums so caused; such
reimbursement to be additional rent payable within ten (10) days after
demand therefor by Landlord.  In any
action or proceeding wherein Landlord and Tenant are parties, a schedule or “make-up”
of rates for the Property or demised premises issued by the body making fire
insurance rates for the demised premises shall be presumptive evidence of the
facts stated therein including the items and charges taken into consideration
in fixing the fire insurance rate then applicable to the demised premises.


 


9.03         Landlord
or its agents shall not be liable for any injury or damage to Tenant’s property
resulting from fire, explosion, falling plaster, steam, gas, electricity,
water, rain or snow or leaks from any part of the Building, or from the pipes,
appliances or plumbing works or from the roof, street or subsurface or from any
other place or by dampness or by any other cause of whatsoever nature.  The foregoing provision shall not relieve
Landlord of its restoration obligations to the extent  expressly set forth in Article 10
of this Lease.


 


9.04         Landlord
or its agents shall not be liable for any damage which Tenant may sustain if
any window of the demised premises is broken, or temporarily or permanently
closed, darkened or bricked upon for any reason whatsoever, except only
Landlord’s arbitrary acts if the result is permanent, and Tenant shall not be
entitled to any compensation therefor or abatement of rent or to any release
from any of Tenant’s obligations under this Lease, nor shall the same
constitute an eviction or constructive eviction.


 


9.05         Tenant
shall reimburse Landlord for all expenses, damages or fines incurred or
suffered by Landlord by reason of any breach, violation or non-performance by
Tenant, or its agents, servants or employees, of any covenant or provision of
this Lease, or by reason of damage to persons or property caused by moving
property of or for Tenant in or out of the Building, or by the installation or
removal of furniture or other property of or for Tenant, or by reason of or
arising out of the carelessness, negligence or improper conduct of Tenant, or
its agents, servants or employees, in the use or occupancy of the demised
premises.  Subject to compliance with the
provisions of Section 8.02 hereof, where applicable, Tenant shall
have the right, at Tenant’s own cost and expense, to participate in the defense
of any action or proceeding brought against Landlord, and in negotiations for
settlement thereof if, pursuant to this Section 9.05,


 


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Tenant would be obligated to reimburse
Landlord for expenses, damages or fines incurred or suffered by Landlord.


 


9.06         Tenant
shall give Landlord written notice in case of fire or accidents in the demised
premises promptly after Tenant is aware of such event.


 


9.07         Tenant
agrees to look solely to Landlord’s interest in the Building (including the net
rents and net income received therefrom) for the satisfaction of any right or
remedy of Tenant for the collection of a judgment (or other judicial process)
requiring the payment of money by Landlord, its partners, members, officers or
shareholders, in the event of any liability by Landlord, and no other property
or assets of Landlord, its partners, members, officers or shareholders shall be
subject to levy, execution, attachment, or other enforcement procedure for the
satisfaction of Tenant’s remedies under or with respect to this Lease, the
relationship of Landlord, its partners, members, officers or shareholders and
Tenant hereunder, or Tenant’s use and occupancy of the demised premises, or any
other liability of Landlord, its partners, members, officers or shareholders to
Tenant.


 


9.08         (a)           Notwithstanding anything to the
contrary contained in this Lease, Tenant agrees that it will, at its sole cost
and expense, include in its property insurance policies appropriate clauses
pursuant to which the insurance companies (i) waive all right of
subrogation against Landlord and any tenant of space in the Property with
respect to losses payable under such policies and (ii) agree that such
policies shall not be invalidated should the insured waive in writing prior to
a loss any or all right of recovery against any party for losses covered by
such policies.  Tenant shall furnish
Landlord upon demand evidence satisfactory to Landlord evidencing the inclusion
of said clauses in Tenant’s insurance policies.


 


(b)           Provided
that Landlord’s right of full recovery under its fire insurance policies is not
adversely affected or prejudiced thereby, Landlord hereby waives any and all
right of recovery which it might otherwise have against Tenant, its servants,
agents and employees, for loss or damage occurring to the Property and the
fixtures, appurtenances and equipment therein, to the extent the same is
covered by Landlord’s insurance, notwithstanding that such loss or damage may
result from the negligence or fault of Tenant, its servants, agents or
employees.  Provided that Tenant’s right
of full recovery under its fire insurance policies is not adversely affected or
prejudiced thereby, Tenant hereby waives any and all right of recovery which it
might otherwise have against Landlord, its servants, and employees, and against
every other tenant at the Property who shall have executed a similar waiver as
set forth in this Section 9.08(b) for loss or damage to Tenant’s
furniture, furnishings, fixtures and other property removable by Tenant under
the provisions hereof to the extent that same (i) is covered by Tenant’s
insurance or (ii) exceeds the portion of Tenant’s deductible above $25,000
(even though Landlord has consented in Section 9.09 below to a
higher deductible), notwithstanding that such loss or damage may result from
the negligence or fault of Landlord, its servants, agents or employees, or such
other tenant and the servants, agents or employees thereof.


 


9.09         Tenant
covenants and agrees to provide, at its expense, on or before the Commencement
Date and to keep in force during the Term, naming Landlord, Mack-Cali Realty
Corporation and Landlord’s agents as additional insured parties and Tenant as
the insured party (a) a commercial general liability insurance policy
written on an occurrence form (hereinafter


 


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referred to as a “Liability Policy”),
including, without limitation, blanket contractual liability coverage,
premises-operation, products/completed operations hazard, broad form property
damage, independent contractor’s coverage and personal injury coverage
protecting Landlord, Mack-Cali Realty Corporation, Landlord’s agents and Tenant
against any liability occasioned by any occurrence on or about the demised premises
or any appurtenances thereto, (b) a fire and other casualty policy (a “Fire
Policy”) insuring the full replacement value of Tenant’s leasehold
improvements performed by or on behalf of Tenant and all of the furniture,
trade fixtures and other personal property of Tenant located in the demised
premises against loss or damage by fire, theft, sprinkler leakage, boiler and
machinery and such other risks or hazards as are insurable under present and
future forms of “All Risk” insurance policies, (c) business interruption
insurance and (d) workers compensation and employees liability
insurance.  Such policies are to be
written by good and solvent insurance companies licensed or authorized to do
business in the State of New Jersey satisfactory to Landlord with a minimum A.M.
Best’s rating of A/IX, and shall be in such limits as Landlord may reasonably
require.  Landlord reserves the right to
reasonably increase limits and adjust coverages as industry standards change.  As of the date of this Lease Landlord reasonably
requires limits of liability under (i) the Liability Policy of not less
than $5,000,000 combined single limit per occurrence for bodily or personal
injury (including death) and property damage and (ii) the Fire Policy
equal to the full replacement cost of Tenant’s leasehold improvements performed
by or on behalf of Tenant and all of the furniture, trade fixtures and other
personal property of Tenant located at the Property with a commercially
reasonable deductible, which is presently $250,000.  Tenant will furnish Landlord with such
information as Landlord may reasonably request from time to time as to the
value of the items specified in clause (ii) above within ten (10) days
after request therefor.  Such insurance
may be carried (x) under a blanket policy covering the demised premises
and other locations of Tenant, if any, provided that each such policy shall in
all respects comply with this Article and shall specify that the portion
of the total coverage of such policy that is allocated to the demised premises
is in the amounts required pursuant to this Section 9.09 and (y) under
a primary liability policy of not less than $1,000,000 and the balance under an
umbrella policy.  Prior to the time such
insurance is first required to be carried by Tenant and thereafter upon the
effective date of any such policy Tenant shall deliver to Landlord a
certificate evidencing such insurance. 
Said certificate shall contain an endorsement that the insurance company
will endeavor to provide thirty (30) days’ prior notice to Landlord prior to
any cancellation of Tenant’s insurance. 
All insurance policies carried by Tenant shall be written as primary
policies, not contributing with or secondary to coverage which Landlord
carries.  Tenant’s failure to provide and
keep in force the aforementioned insurance shall be regarded as a material
default hereunder entitling Landlord to exercise any or all of the remedies
provided in this Lease in the event of Tenant’s default.  Notwithstanding anything to the contrary
contained in this Lease, the carrying of insurance by Tenant in compliance with
this Section 9.09 shall not modify, reduce, limit or impair Tenant’s
obligations and liability under Article 38 hereof.


 


9.10         During
the Term, Landlord shall maintain a Fire Policy insuring the full replacement
value of the Building (exclusive of the cost of foundations and excavations)
which may, at Landlord’s sole discretion, be maintained under a blanket policy,
with such deductibles as Landlord deems appropriate.


 


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ARTICLE 10


 


DAMAGE BY FIRE OR OTHER CAUSE


 


10.01       If
the Building or the demised premises shall be partially or totally damaged or
destroyed by fire or other cause (and if this Lease shall not have been
terminated as in this Article 10 hereinafter provided), Landlord
shall repair the damage and restore and rebuild the Building and/or the demised
premises, except for Tenant’s Initial Work, all other leasehold improvements
performed by or on behalf of Tenant and all of the furniture, trade fixtures
and other personal property of Tenant located at the Property, at its expense
with reasonable dispatch after notice to it of the damage or destruction and
the collection of the insurance proceeds attributable to such damage.


 


10.02       If
the Building or the demised premises shall be damaged or destroyed by fire or
other cause, then the rents payable hereunder shall be abated to the extent
that the demised premises shall have been rendered untenantable or inaccessible
for the period from the date of such damage or destruction to the date the
damage shall be repaired or restored, such abatement to be granted on a pro
rata basis if only a portion of the demised premises is rendered untenantable;
provided, however, that should Tenant reoccupy a portion of the demised
premises for the conduct of its business as to which the abatement is in effect
during the period the restoration work is taking place and prior to the date
that the whole of said demised premises are made tenantable and accessible,
basic annual rent and additional rent allocable to such portion shall be
payable by Tenant from the date of such occupancy.


 


10.03       If
the Building shall be so damaged or destroyed by fire or other cause (whether
or not the demised premises are damaged or destroyed) as to require a
reasonably estimated expenditure made by Landlord or a reputable contractor
designated by Landlord of more than twenty percent (20%) of the full insurable
value of the Building immediately prior to the casualty (or ten percent (10%)
if such casualty occurs during the last two years of the Term) then, so long as
Landlord terminates all other leases in the Building as to which Landlord has
such right of termination, Landlord may terminate this Lease by giving Tenant
notice to such effect within one hundred eighty (180) days after the date of
the casualty and upon such notice this Lease and the estate hereby granted,
whether or not the Term shall have theretofore commenced, shall terminate as if
that date was the Expiration Date.  In case
of any damage or destruction mentioned in this Article 10 with
respect to the Building which Landlord is required to repair and restore,
within 90 days after the date of such damage, Landlord shall cause an
independent contractor or engineer to deliver its written estimate of the time
for such repair and restoration. 
Landlord shall send Tenant a copy of such written estimate.  Tenant may terminate this Lease by notice to
Landlord if (a) such estimated time shall exceed twelve (12) months after
the date of such damage or (b) Landlord has not completed the making of
the required repairs and restorations within twelve (12) months after the date
of such damage or destruction, or within such period after such date (not
exceeding three (3) months) as shall equal the aggregate period Landlord
may have been delayed in doing so by Force Majeure Causes (as defined in Article 34).  Tenant’s right to terminate this Lease
pursuant to clause (a) shall be conditioned upon Tenant exercising such
right of termination within fifteen (15) Business Days after receipt of the
estimate (as to which date time shall be of the essence).


 


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10.04       No
damages, compensation or claim shall be payable by Landlord for inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the demised premises or of the Building or of the Complex arising
from damage or destruction caused by fire or other casualty and Landlord shall
not be required to do any such repair or restoration except on Business Days
from 9:00 A.M. to 5:00 P.M.


 


10.05       Notwithstanding
any of the foregoing provisions of this Article 10, if Landlord or
the lessor of any superior lease or the holder of any superior mortgage shall
be unable to collect all of the insurance proceeds (including rent insurance
proceeds) applicable to damage or destruction of the demised premises or the
Property by fire or other cause by reason of some subsequent action or inaction
on the part of Tenant or any of its officers, partners, directors, employees,
agents or contractors, then, without prejudice to any other remedies which may
be available against Tenant, there shall be no abatement of Tenant’s rent, but
the total amount of such rent not abated (which would otherwise have been
abated) shall not exceed the amount of uncollected insurance proceeds.


 


10.06       Landlord
will not carry separate insurance of any kind on Tenant’s property (including,
without limitation, any property of Tenant’s which shall become the property of
Landlord as provided in Article 6), and, except as provided by law,
shall not be obligated to repair any damage thereto or replace or clean the
same, or any decorations, installations, equipment or fixtures installed by or
for Tenant at Tenant’s expense.


 


10.07       The
provisions of this Article l0 shall be considered an express
agreement governing any cause of damage or destruction of the demised premises
by fire or other casualty and any law providing for such a contingency now or
hereinafter erected shall have no application in such case.


 


ARTICLE 11


 


ASSIGNMENT, MORTGAGING, SUBLETTING, ETC.


 


11.01       Except
as otherwise expressly provided in this Article 11, Tenant shall
not, whether voluntarily, involuntarily or by operation of law, without in each
instance obtaining the prior consent of Landlord, (a) assign or otherwise
transfer this Lease or the term and estate hereby granted, (b) sublet all
or part of the demised premises or allow the same to be used or occupied by
anyone other than Tenant, or (c) mortgage, pledge or encumber this Lease
or all or part of the demised premises in any manner by reason of any act or
omission on the part of Tenant.  For
purposes of this Article 11, (i) the transfer, directly or
indirectly, of a majority of any class of the issued and outstanding capital
stock of any corporate tenant or subtenant, or the transfer of a majority of
the total interest in any other entity (limited liability company, partnership
or otherwise) which is a tenant or subtenant, however accomplished, whether in
a single transaction or in a series of related or unrelated transactions
(including, without limitation, and by way of example only, the transfer of a
majority of the outstanding capital stock of a company which company owns 100%
of a second tier company, which in turn owns 51% of the outstanding capital
stock of a corporate tenant hereunder), shall be deemed an assignment of this
Lease, or of such sublease, as the case may be, (ii) a so-called “takeover”
agreement (i.e. an agreement where another entity agrees to become
responsible for all or a portion of Tenant’s


 


40

















 


obligations under this Lease without actually
entering into an assignment or sublease) shall be deemed a transfer of this
Lease, (iii) any person or legal representative of Tenant, to whom Tenant’s
interest under this Lease passes by operation of law, or otherwise, shall be
bound by the provisions of this Article 11, and (iv) a
modification, amendment or extension without Landlord’s prior written consent
of a sublease previously consented to by Landlord shall be deemed a new
sublease.  Tenant agrees to furnish to
Landlord upon demand at any time and from time to time such information and
assurances as Landlord may reasonably request that neither Tenant, nor any
subtenant, is in violation of the provisions of this Section 11.01.


 


11.02       (a)           The provisions of clauses (a) and
(b) of Section 11.0l hereof shall not apply to (and,
accordingly, Landlord’s consent shall not be required for) transactions entered
into by Tenant with (i) an “affiliate” (as hereinafter defined) or (ii) a
corporation into or with which Tenant is merged or consolidated or with an
entity to which substantially all of Tenant’s assets or stock are transferred,
provided (A) Tenant is not then in monetary or material, non-monetary
default beyond any notice and grace period under this Lease, (B) such
merger, consolidation or transfer of assets or stock is for a good business
purpose and not principally for the purpose of transferring the leasehold
estate created hereby, and (C) the assignee or successor entity has a net
worth at least equal to or in excess of the net worth of Tenant immediately
prior to such merger, consolidation or transfer.


 


(b)           For
purposes of this Article 11, an affiliate means (i) a
corporation controlled by, controlling or under common control with Tenant (an “affiliated
corporation”) or (ii) a partnership or joint venture or limited
liability company in which Tenant or an affiliated corporation owns at least
51% of the general partnership or joint venture interest or membership interest
therein.  Without limiting the generality
of the foregoing, a corporation shall not be deemed controlled by another
entity unless at least 51% of each class of its outstanding capital stock is
owned, both beneficially and of record, by such entity.  If Tenant shall assign or transfer this Lease
to an affiliate during the Free Rent Period (such assignment, an “Affiliate
Free Rent Period Assignment”), then such assignment or transfer shall not
be effective unless and until (in addition to delivery by Tenant to Landlord of
the items pursuant to Section 11.03 hereof) Tenant shall deliver to
Landlord cash or a Letter of Credit (as defined and further described in Section 40.02
hereof) in the amount of $5,000,000 (the “Affiliate Free Rent Period
Security Deposit”) (as such amount may be increased proportionately if
Tenant leases any additional space in the Building during such Free Rent
Period), which shall be held by Landlord for a period of two years from the end
of the Free Rent Period and otherwise in accordance with Article 40
hereof.  Notwithstanding the foregoing,
Tenant shall not be obligated to deliver the Affiliate Free Rent Period
Security Deposit if the net worth of such affiliate on the date of such
assignment is equal to or in excess of the greater of (A) the net worth of
Tenant on the Commencement Date or (B) the net worth of Tenant on the date
of the assignment to the affiliate.


 


(c)           The
provisions regarding the transfer of the capital stock of a corporate tenant
set forth in Section 11.01 shall not apply to any corporation where
its capital stock is listed on a national securities exchange (as defined in
the Securities Exchange Act of 1934, as amended) or is traded in the “over the
counter” market with quotations reported by the National Association of
Securities Dealers.


 


41














 


11.03       Any
assignment or transfer, whether made with Landlord’s consent as required by Section 11.0l
or without Landlord’s consent pursuant to Section 11.02, shall not
be effective unless and until (a) the assignee shall execute, acknowledge
and deliver to Landlord a recordable agreement, in form and substance
reasonably satisfactory to Landlord, whereby the assignee shall (i) assume
the obligations and performance of this Lease and agree to be personally bound
by all of the covenants, agreements, terms, provisions and conditions hereof on
the part of Tenant to be performed or observed on and after the effective date
of any such assignment and (ii) agree that the provisions of this Article 11
shall, notwithstanding such assignment or transfer, continue to be binding upon
it in the future, and (b) in the case of an assignment or transfer
pursuant to Section 11.02 (other than to an affiliate), Tenant or
its successor shall have delivered to Landlord financial statements certified
by a reputable firm of certified public accountants evidencing satisfaction of
the net worth requirements referred to in Section 11.02.  Tenant covenants that, notwithstanding any
assignment or transfer, whether or not in violation of the provisions of this
Lease, and notwithstanding the acceptance of basic annual rent by Landlord from
an assignee or transferee or any other party, Tenant shall remain fully and
primarily and jointly and severally liable for the payment of the basic annual
rent and all additional rent due and to become due under this Lease and for the
performance and observance of all of the covenants, agreements, terms,
provisions and conditions of this Lease on the part of Tenant to be performed
or observed.


 


11.04       The
liability of Tenant, and the due performance by Tenant of the obligations on
its part to be performed under this Lease, shall not be discharged, released or
impaired in any respect by an agreement or stipulation made by Landlord or any
grantee or assignee of Landlord in connection with a mortgage or any other
agreement with a third party extending the time of or modifying any of the
obligations contained in this Lease, or by any waiver or failure of Landlord to
enforce any of the obligations on Tenant’s part to be performed under this
Lease, and Tenant shall continue to be liable hereunder.  If any such agreement or modification
operates to increase the obligations of Tenant under this Lease, the liability
under this Section 11.04 of the tenant named in the Lease or any of
its successors in interest (unless such party shall have expressly consented in
writing to such agreement or modification) shall continue to be no greater than
if such agreement or modification had not been made.


 


11.05       (a)           If Tenant desires to assign or sublet
all or part of the demised premises, other than as provided in Section 11.02,
it shall notify Landlord in writing of Tenant’s intention to do so specifying
in such notice whether it wishes to assign or sublet and, if to assign, the
effective date thereof and any consideration payable by either party for such
assignment and, if to sublet, the term of such sublease (including the
commencement date) and the rental terms and whether it is for all or part of
the demised premises and if for only a part thereof specifying on a plan such
portion thereof (“Notice of Intent”). 
Landlord shall have the right, but not the obligation, (i) with
respect to a proposed assignment of this Lease, to terminate this Lease as of
the “Termination Date” (as hereinafter defined) as to all of the demised
premises or to accept an assignment from Tenant of this Lease as of the
Termination Date, (ii) with respect to a proposed subletting of all or
substantially all of the demised premises, to terminate this Lease as of the
Termination Date as to all of the demised premises (or, at Landlord’s option,
the portion of the demised premises covered by the proposed sublease in
question if the same is for less than all of the demised premises) or to accept
a sublease from Tenant for all of the demised premises (or, at Landlord’s
option, the portion of the demised premises covered by the proposed sublease in


 


42

















 


question if the same is for less than all of
the demised premises) for a term commencing on the Termination Date and ending
on the Expiration Date (or, at Landlord’s option, ending on the expiration date
specified in the Notice of Intent if earlier than the Expiration Date) and (iii) with
respect to a proposed subletting of only a portion of the demised premises, to
terminate this Lease only with respect to such portion of the demised premises
as of the Termination Date or to accept a sublease from Tenant of such portion
of the demised premises for a term commencing on the Termination Date and
ending on the Expiration Date (or, at Landlord’s option, ending on the
expiration date specified in the Notice of Intent if earlier than the
Expiration Date).  Within thirty (30)
days after Landlord receives Tenant’s Notice of Intent, Landlord shall notify
Tenant whether Landlord elects to exercise any of such rights (“Response
Notice”).  If Landlord exercises any
of such rights, the Response Notice shall set forth the date (the “Termination
Date”) as of which this Lease shall so terminate or such assignment or
sublease shall be effective, which date shall be the same date set forth in
Tenant’s Notice of Intent.


 


(b)           (i)            If in the Response Notice Landlord
elects to terminate this Lease with respect to the entire demised premises,
Tenant shall promptly execute and deliver to Landlord an instrument in form
satisfactory to Landlord modifying this Lease so that the Term shall expire as
of the Termination Date.


 


(ii)           If in the Response Notice Landlord
elects to terminate this Lease with respect to only a portion of the demised
premises, (x) Tenant shall promptly execute and deliver to Landlord an
appropriate modification of this Lease (including the adjustment of basic
annual rent and the additional rent payable pursuant to Article 3
in proportion to that portion of the demised premises affected by such
termination) in form satisfactory to Landlord providing for such termination as
of the Termination Date and (y) Landlord shall, at Tenant’s sole cost and
expense, perform all work, including the erection of demising walls, necessary
to physically separate the portion of the demised premises so released from the
Lease from the remainder of the demised premises.  In addition, if the portion of the demised
premises so released from the Lease does not have direct access to a public
corridor in the Building Landlord shall construct, at Tenant’s sole cost and
expense, such a means of access.  All
amounts payable to Landlord hereunder shall be paid simultaneously with the
execution of any instrument confirming the termination of the Lease as to all
or part of the demised premises contemplated hereby.


 


(iii)          If in the Response Notice Landlord
elects to sublease all or a portion of the demised premises, Tenant shall
promptly execute and deliver to Landlord a sublease with Landlord or Landlord’s
designee in form reasonably satisfactory to Landlord’s and Tenant’s counsel and
on all the terms contained in this Lease, except that:


 


(A)          the term of such
sublease shall be as specified by Tenant in the Notice of Intent and the rental
terms shall be the lesser of (1) those specified in this Lease on a per
rentable square foot basis and (2) those offered in the Notice of Intent;


 


(B)           the sublease shall
not provide for any work to be done for the subtenant or for any initial rent
concessions or contain provisions inapplicable


 


43

















 


to a
sublease, except that if the sublease is for less than all of the demised
premises Tenant shall pay to subtenant the cost of performing all work,
including the erection of demising walls, necessary to physically separate the
subleased premises from the remainder of the demised premises and to provide
direct access thereto from a public corridor in the Building (if the subleased
premises does not have such access);


 


(C)           the subtenant
thereunder shall have the right to underlet the subleased premises, in whole or
in part, or assign the sublease, without Tenant’s consent;


 


(D)          the subtenant
thereunder shall have the right to make, or cause to be made, any changes,
alterations, decorations, additions and improvements that such subtenant may
desire or authorize;


 


(E)           the sublease shall
expressly negate any intention that any estate created by or under such
sublease be merged with any other estate held by either of the parties thereto;


 


(F)           any consent required
of Tenant, as lessor under that sublease, shall be deemed granted if consent
with respect thereto is granted by Landlord;


 


(G)           there shall be no
limitation as to the use of the sublet premises by the subtenant thereunder,
except that competitors of Tenant in the same line of business of Tenant as of
the Commencement Date shall not be permitted to occupy or sublet the sublet
premises;


 


(H)          any failure of the
subtenant thereunder to comply with the provisions of the sublease, other than
with respect to the payment of rent to Tenant, shall not constitute a default
thereunder if Landlord has consented to such non-compliance by subtenant or a
default by Tenant hereunder; and


 


(I)            such sublease shall
provide that Tenant’s obligations with respect to vacating the demised premises
and removing any changes, alterations, decorations, additions or improvements
made in the subleased premises shall be limited to those which accrued and
related to such of the foregoing as were made prior to the effective date of
the sublease.


 


(iv)          If in the Response Notice Landlord
elects to have this Lease assigned to it, then Tenant shall assign this Lease
to Landlord (or Landlord’s designee) by an assignment in form satisfactory to
Landlord, effective on the Termination Date. 
Tenant shall not be entitled to any consideration or payment from
Landlord (or Landlord’s designee) in connection with any such assignment.  If the Notice of Intent provides that Tenant
will pay any consideration or grant any concessions in connection with the
proposed assignment or sublease, then Tenant shall pay such consideration
and/or grant any such concessions to Landlord (or Landlord’s designee) on the
date Tenant assigns this Lease to Landlord (or Landlord’s designee).


 


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(c)           Tenant
shall reimburse Landlord on demand for any costs incurred by Landlord to review
a Notice of Intent, including without limitation any reasonable attorneys’
fees, which payment shall be payable even if Tenant subsequently withdraws
same.


 


(d)           If
Landlord shall not exercise (or shall not be entitled to exercise) any of its
rights as set forth in paragraph (a) above, Landlord shall not
unreasonably withhold or delay its consent to an assignment of this Lease or
subletting of all or a portion of the demised premises as set forth in the
Notice of Intent provided the provisions of Section 11.06 are complied
with and provided further that such assignment or subletting is accomplished
within 270 days following the giving of the Response Notice and on rental terms
not less than 90% of those offered in the Notice of Intent failing which Tenant
must again comply with the provisions of this Section 11.05;
provided, however, that Landlord shall be required to provide a Response Notice
within fifteen (15) business days of Landlord’s receipt of any such subsequent
Notice(s) of Intent from Tenant.


 


(e)           If
Landlord shall not exercise (or shall not be entitled to exercise) any of its
rights as set forth in paragraph (a) above, Landlord shall not
unreasonably withhold or delay its consent to an assignment of this Lease or
subletting of all or a portion of the demised premises as set forth in the
Notice of Intent provided the provisions of Section 11.06 are
complied with.  If Landlord shall fail to
notify Tenant, within 30 days after Landlord’s receipt of the required
documentation, of Landlord’s consent or rejection of the proposed assignment or
subletting, then Landlord’s consent to such assignment or subletting shall be
deemed granted (and Tenant shall be free to proceed with such proposed
assignment or subletting in accordance with such documentation), provided that
Tenant shall have sent Landlord a second request for consent containing the
following language and Landlord shall have failed to respond within five
Business Days:  “THIS IS A SECOND REQUEST
FOR APPROVAL OF THE PROPOSED ASSIGNMENT/SUBLETTING.  IF LANDLORD DOES NOT RESPOND TO THIS SECOND
REQUEST WITHIN FIVE BUSINESS DAYS, LANDLORD’S CONSENT SHALL BE DEEMED GRANTED
PURSUANT TO THE PROVISIONS OF THIS LEASE.”


 


11.06       Landlord
shall not unreasonably withhold or delay its consent to an assignment of this
Lease or a subletting of the whole or a part of the demised premises provided:


 


(a)           Tenant
shall have complied with the provisions of Section 11.05 and
Landlord shall not have made (or shall not be entitled to make) any of the
elections provided for in paragraph (a) thereof.


 


(b)           Tenant
shall furnish Landlord with the name and business address of the proposed
subtenant or assignee, information with respect to the nature and character of
the proposed subtenant’s or assignee’s business, or activities, such references
and current financial information with respect to net worth, credit and
financial responsibility as are reasonably satisfactory to Landlord;


 


(c)           The
proposed subtenant or assignee is a reputable party whose financial net worth,
credit and financial responsibility is, considering the responsibilities
involved and the standards of Landlord in those respects for the Building,
reasonably satisfactory to Landlord;


 


45

















 


(d)           Tenant
shall deliver an executed assignment or sublease to Landlord at the time
Landlord’s consent is requested;


 


(e)           The
nature and character of the proposed subtenant or assignee, its business or
activities and intended use of the demised premises are, in Landlord’s
reasonable judgment, in keeping with the standards of the Building and the
floor or floors on which the demised premises are located;


 


(f)            provided
that Landlord or any Landlord Affiliated Entity has, or will have within the
next six months, comparable space in the Complex, the proposed subtenant or
assignee is not then an occupant of any part of the Complex or a party who
actively negotiated with Landlord, any Landlord Affiliated Entity or any of
their respective agents (directly or through a broker) with respect to space in
the Complex during the six months immediately preceding Tenant’s request for
Landlord’s consent.  At Tenant’s request,
Landlord shall advise Tenant as to whether a proposed assignee or subtenant
identified by Tenant is an occupant of any part of the Complex or a party who
dealt with Landlord within the time period specified above;


 


(g)           All
costs incurred with respect to providing reasonably appropriate means of
ingress and egress from the sublet space or to separate the sublet space from
the remainder of the demised premises shall, subject to the provisions of Article 6
with respect to alterations, installations, additions or improvements, be borne
by Tenant;


 


(h)           Each
assignment or sublease shall specifically state that (i) it is subject to
all of the terms, covenants, agreements, provisions, and conditions of this
Lease, (ii) the subtenant or assignee, as the case may be, will not have
the right to further assign or sublet all or part of the demised premises or to
allow same to be used by others, without the consent of Landlord in each
instance in accordance with this Article 11, (iii) a consent
by Landlord thereto shall not be deemed or construed to modify, amend or affect
the terms and provisions of this Lease, or Tenant’s obligations hereunder,
which shall continue to apply to the premises involved, and the occupants
thereof, as if the sublease or assignment had not been made, (iv) if Tenant
defaults in the payment of any rent, Landlord is authorized to collect any
rents due or accruing from any assignee, subtenant or other occupant of the
demised premises and to apply the net amounts collected to the basic annual
rent and additional rent due hereunder and (v) the receipt by Landlord of
any amounts from an assignee or subtenant, or other occupant of any part of the
demised premises shall not be deemed or construed as releasing Tenant from
Tenant’s obligations hereunder or the acceptance of that party as a direct
tenant;


 


(i)            Tenant
shall reimburse Landlord on demand for any reasonable, out-of-pocket costs
incurred by Landlord to review the proposed assignment or sublease in
connection with the requested consent, including without limitation the cost of
making investigations as to the acceptability of the proposed assignee or
sublessee and any reasonable attorneys’ fees incurred by Landlord;


 


(j)            The
proposed subtenant or assignee is not (i) a bank or trust company, safe
deposit business, savings and loan association or loan company conducting a
retail business in the demised premises; (ii) employment or recruitment
agency; (iii) school, college, university or


 


46

















 


educational institution whether or not for
profit; or (iv) a government or any subdivision or agency thereof;


 


(k)           In
the case of a subletting of a portion of the demised premises, the portion so
sublet shall be regular in shape and suitable for normal renting purposes;


 


(l)            The
subletting or assignment shall not be advertised at a lower rental rate than
that being charged by Landlord at the time for similar space then available in
the Building;


 


(m)          Landlord
and Tenant shall have agreed on the computation required by Section 11.07
hereof; and


 


(n)           Tenant
is not in monetary or material, non-monetary default beyond any notice and
grace period under this Lease.


 


11.07       If
Landlord shall give its consent to any assignment of this Lease or to any
sublease, Tenant shall in consideration therefor, pay to Landlord, as
additional rent:


 


(i)            in the case of an assignment, an
amount equal to fifty percent (50%) of all sums and other consideration paid to
Tenant by the assignee for or by reason of such assignment (including, but not
limited to, sums paid for the sale or rental of Tenant’s fixtures, leasehold
improvements, equipment, furniture, furnishings or other personal property,
less, in the case of the sale thereof, the net unamortized cost thereof
determined on the basis of Tenant’s federal income tax returns), and less any
of the following expenses to the extent actually and directly incurred by
Tenant in connection with such assignment: 
costs of altering and preparing the demised premises for new tenants or
granting a cash work allowance in lieu thereof, brokerage commissions,
marketing expenses, rent concessions then customary in the marketplace and
attorneys’ fees and disbursements, provided that for purposes of computing
amounts payable to Landlord under this clause (i), such costs shall be recouped
in full by Tenant before profits are shared with Landlord; and


 


(ii)           in the case of a sublease, fifty
percent (50%) of any rents, additional charges and other consideration payable
under the sublease to Tenant by the subtenant which is in excess of the basic
annual rent and additional rent accruing during the term of the sublease in
respect of the subleased space (at the rate per square foot payable by Tenant
hereunder) pursuant to the terms hereof (including, but not limited to, sums
paid for the sale or rental of Tenant’s fixtures, leasehold improvements,
equipment, furniture, furnishings or other personal property, less the net
unamortized cost thereof determined on the basis of Tenant’s federal income tax
returns), and less any of the following expenses to the extent actually and
directly incurred by Tenant in connection with such subletting:  costs of altering and preparing the demised
premises for subtenants or granting a cash work allowance in lieu thereof,
brokerage commissions, marketing expenses, rent concessions then customary in
the marketplace and attorneys’ fees and disbursements, provided that for
purposes of computing amounts payable to Landlord hereunder such costs shall be
recouped in full by Tenant before profits are shared with Landlord.


 


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The sums payable under this Section 11.07 shall be paid to
Landlord as and when paid by the assignee or subtenant to Tenant.


 


11.08       If
Landlord exercises any of its options under Section 11.05, Landlord
shall be free to, and shall have no liability to Tenant, if Landlord shall
lease the demised premises or any portion thereof with respect to which one of
such options exercised, to Tenant’s proposed assignee or subtenant, as the case
may be if any such proposed assignee or subtenant shall exist.


 


ARTICLE 12


 


CERTIFICATE OF OCCUPANCY


 


12.01       Upon
completion of Tenant’s Initial Work, Tenant, at its sole cost, shall obtain a
certificate of occupancy to use the demised premises for general, executive and
administrative office purposes.


 


ARTICLE 13


 


ADJACENT EXCAVATION - SHORING


 


If an excavation or other substructure work shall be made upon the
Complex Land or the land adjacent to the Complex Land, or shall be authorized
to be made, Tenant shall afford to the person causing or authorized to cause
such excavation, license to enter upon the demised premises for the purpose of
doing such work as shall be necessary to preserve the wall of the Building from
injury or damage and to support the same by proper foundations without any
claim for damages or indemnity against Landlord, or diminution or abatement of
rent.  The foregoing is not intended to
relieve Landlord from any obligations it may have to Tenant under Section 38.02.


 


ARTICLE 14


 


CONDEMNATION


 


14.01       (a)           If all or substantially all of the
demised premises shall be lawfully condemned or taken by any Governmental
Authority (as defined in Article 22) (hereinafter “Condemned”),
this Lease and the estate granted hereby shall terminate as of the date of
vesting of title in such Governmental Authority.


 


(b)           If
less than all or substantially all of the rentable area of the demised premises
shall be Condemned, then this Lease shall continue in effect as to the
remaining portion of the demised premises but shall terminate as to the portion
so Condemned as of the date of vesting of title in the Governmental Authority;
provided, however, that if 25% or more of the rentable area of the demised
premises shall be Condemned or if 25% or more of Tenant’s Parking Spaces shall be
Condemned or must be forfeited, either Landlord or Tenant may, at their option,
terminate this Lease and the estate granted hereby by giving written notice to
the other within thirty (30) days after Landlord shall have received notice of
the vesting of title in the Governmental Authority (a copy of which notice
Landlord shall deliver to Tenant promptly after


 


48

















 


 


receipt thereof) in which event this Lease
and the estate granted hereby shall terminate as of the last day of the month
next succeeding the month in which such notice is given.


 


(c)           If
twenty five percent (25%) or more of the Building or of the Complex (whether or
not the demised premises is affected) shall be Condemned or if so much of the
parking area located on the Complex Land shall be Condemned so that the number
of parking spaces remaining shall in Landlord’s reasonable judgment be
insufficient for the continued operation of the Building or the Complex,
Landlord may, at Landlord’s option, terminate this Lease and the estate granted
hereby by written notice given to Tenant within thirty (30) days after Landlord
shall have received notice of the vesting of title in the Governmental
Authority (a copy of which notice Landlord shall deliver to Tenant promptly
after receipt thereof) in which event this Lease and the estate granted hereby
will terminate on the last day of the month next succeeding the month in which
such notice is given.


 


(d)           If
neither Landlord nor Tenant elects to terminate this Lease pursuant to
paragraph (b) or (c) above, this Lease shall be and remain unaffected
by such condemnation, except that the basic annual rent and the additional rent
payable under Article 3 shall be abated effective as of the date of
the vesting of title in the Governmental Authority in proportion to the
reduction in the rentable area of the demised premises resulting from such
condemnation.


 


14.02       In
the event of termination of this Lease in any of the cases hereinbefore
provided, this Lease and the term and estate hereby granted shall expire as of
the date of such termination with the same effect as if that were the
Expiration Date, and the basic annual rent and additional rent payable
hereunder shall be apportioned as of such date.


 


14.03       In
the event of any condemnation of all or a part of the Property, Landlord shall
be entitled to receive the entire award in the condemnation proceeding,
including any award made for the value of the estate vested by this Lease in
Tenant.  Tenant hereby expressly assigns
to Landlord any and all right, title and interest of Tenant now or hereafter
arising in or to any such award or any part thereof, including, without
limitation, any award for the unexpired portion of the Term and agrees that it
shall not be entitled to receive any part of such award.  Tenant shall, however, be entitled to make a
separate claim in such proceeding for loss of good will and moving expenses
provided such award is in addition to and not in reduction of Landlord’s award
from the Governmental Authority.


 


14.04       In
the event of any partial taking which does not result in a termination of this
Lease, Landlord, at its expense, shall proceed with reasonable diligence to
repair, alter and restore the remaining parts of the Building and the demised
premises to substantially their former condition to the extent that the same
may be feasible and so as to constitute a complete and tenantable Building and
demised premises except for Tenant’s leasehold improvements performed by or on
behalf of Tenant and all of the furniture, trade fixtures and other personal
property of Tenant located at the Property, which shall be repaired, altered
and restored by Tenant at its expense. 
Landlord’s obligation under this Section 14.04 shall be
limited in dollar amount to the net award (after deducting all expenses
incurred in obtaining same) available from the Governmental Authority for the
improvements taken or conveyed (exclusive of the award for the Complex Land or
any portion thereof).


 


49














 


14.05       If
the temporary use or occupancy of all or any part of the demised premises shall
be taken during the Term, Tenant shall be entitled, except as hereinafter set
forth, to receive that portion of the award or payment for such taking which
represents compensation for the use and occupancy of the demised premises (or
portion thereof taken) and for moving expenses, and Landlord shall be entitled
to receive that portion which represents reimbursement for the cost of
restoration of the demised premises.  This
Lease shall be and remain unaffected by such taking and Tenant shall continue
to be responsible for all of its obligations hereunder insofar as such
obligations are not affected by such taking and shall continue to pay basic
annual rent and additional rent in full when due, but only up to the amount of
use and occupancy awarded to Tenant.  If
the period of temporary use or occupancy shall extend beyond the Expiration
Date, that part of the award or payment which represents compensation for the
use and occupancy of the demised premises (or portion thereof taken) shall be
divided between Landlord and Tenant so that Tenant shall receive so much
thereof as represents compensation for the period up to and including the
Expiration Date and Landlord shall receive so much thereof as represents
compensation for the period after the Expiration Date.


 


ARTICLE 15


 


ACCESS TO DEMISED PREMISES; CHANGES


 


15.01       Tenant
shall permit Landlord to erect, use and maintain pipes, ducts and conduits in
and through the demised premises, provided the same are installed adjacent to
or concealed behind walls and ceilings of the demised premises and that
Landlord promptly repairs any damage to the demised premises caused by such
installation.  Landlord shall, to the
extent practicable, install such pipes, ducts and conduits by such methods and
at such locations as will not materially interfere with or impair Tenant’s
layout or use of the demised premises. 
Landlord or its agents or designees shall have the right, but, except in
the case of an emergency, only upon reasonable advance notice to Tenant or any
authorized employee of Tenant at the demised premises, to enter the demised
premises, during and after business hours, at Landlord’s option, (a) for
the making of such repairs or alterations or improvements as Landlord may deem,
in its sole judgment, necessary or appropriate for the Building or which
Landlord shall be required to or shall have the right to make by the provisions
of this Lease or any other lease in the Complex and (b) for the purpose of
inspecting them or exhibiting them to existing or prospective purchasers,
mortgagees or lessees of all or part of the Land, Building or Property or to
prospective assignees, agents or designees of any such parties.  Without limiting the foregoing, Landlord or
its agents or designees shall have the right, but only upon notice to Tenant or
any authorized employee of Tenant (except in the case of an emergency), to
enter the demised premises so as to access the Building’s core mechanical,
electrical and communications rooms and, not more than once monthly (except in
an emergency).  Landlord shall be allowed
to take all material into and upon the demised premises (but not store such
material in the demised premises) that may be required for the repairs or
alterations or improvements above mentioned and may take over discrete portions
of the demised premises not in excess of five percent (5%) at any one time to
the extent necessary to perform such work or to ensure the safety of Tenant’s
personnel without the same constituting an actual or constructive eviction of
Tenant in whole or in part, and the rent reserved hereunder shall not abate
while said repairs or alterations or improvements are being made by reason of
loss or interruption of the business of Tenant because of the prosecution of
any such work.  Landlord shall exercise
reasonable diligence so as to


 


50

















 


minimize the disturbance to Tenant but
nothing contained herein shall be deemed to require Landlord to perform the
same on an overtime or premium pay basis.


 


15.02       Landlord
reserves the right, without the same constituting an actual or constructive
eviction and without incurring liability to Tenant therefor, to change the
arrangement and/or location of public entrances, passageways, doors, doorways,
corridors, elevators, stairways, toilets and other public parts of the Building
and common areas of the Complex (including without limitation the parking
areas); provided, however, that access to and use of the Building shall not be
cut off, there shall be no unreasonable obstruction of access to and use of the
demised premises and the services required to be provided by Landlord to the
demised premises under Article 21 of this Lease shall not be reduced.


 


15.03       Landlord
may, at reasonable times and upon reasonable advance notice to Tenant, (a) during
the twelve (12) months prior to expiration of the Term exhibit the demised
premises to prospective tenants and (b) at any time during the Term,
exhibit the demised premises to actual and prospective holders of Superior
Instruments or purchasers of all or any portion of the Complex.


 


15.04       If,
after oral notice, Tenant shall not be personally present to open and permit an
entry into the demised premises at any time when for any reason an entry
therein shall be urgently necessary by reason of fire or emergency, Landlord or
Landlord’s agents may forcibly enter the same without rendering Landlord or
such agents liable therefor (if during such entry Landlord or Landlord’s agents
shall accord reasonable care to Tenant’s property) and without in any manner
affecting the obligations and covenants of this Lease.  In all other cases, Tenant, at its option,
may make a representative available at all such inspections.


 


ARTICLE 16


 


CONDITIONS OF LIMITATION


 


16.01       This
Lease and the term and estate hereby granted are subject to the limitation that
whenever Tenant or any guarantor of Tenant’s obligations hereunder shall become
insolvent or generally fail to pay, or admit in writing its inability to pay,
debts as they become due; or Tenant or any such guarantor shall apply for,
consent to, or acquiesce in, the appointment of a trustee, receiver,
sequestrator or other custodian for Tenant or such guarantor or any property of
any thereof, or make a general assignment for the benefit of creditors; or, in
the absence of such application, consent or acquiescence, a trustee, receiver,
sequestrator or other custodian shall be appointed for Tenant or any such
guarantor or for a substantial part of the property of any thereof and not be
discharged within 90 days; or any bankruptcy, reorganization, debt arrangement,
or other case or proceeding under any bankruptcy or insolvency law, or any
dissolution, winding up or liquidation proceeding, shall be commenced in
respect of Tenant or any such guarantor, and, if not commenced by Tenant or
such guarantor, be consented to or acquiesced in by Tenant or such guarantor,
shall result in the entry of an order for relief or shall remain for 90 days
undismissed; or Tenant or any such guarantor shall take any corporate action to
authorize, or in furtherance of, any of the foregoing, then Landlord may at any
time after receipt of notice of the occurrence of any such event, give Tenant a
notice of intention to end the Term at the expiration of five (5) Business
Days from the date of service of such notice of intention, and upon the
expiration of


 


51

















 


said five (5) Business Day period this
Lease and the term and estate hereby granted, whether or not the Term shall
theretofore have commenced, shall terminate with the same effect as if that day
were the Expiration Date, but Tenant shall remain liable for damages as
provided in Article 18.


 


16.02       This
Lease and the term and estate hereby granted are subject to further limitation
as follows:


 


(a)           whenever
Tenant shall fail to pay any installment of basic annual rent or any additional
rent or any other charge payable by Tenant to Landlord, on the day the same is due
and payable pursuant to the terms hereof, and such default shall continue for
ten (10) Business Days after Landlord shall have given Tenant a notice
specifying such default, or


 


(b)           whenever
Tenant shall do or permit anything to be done, whether by action or inaction,
contrary to any of Tenant’s obligations hereunder (except as provided in
clauses (a), (c), (d), (e) and (f) of this Section 16.02)
and if such situation shall continue and shall not be remedied by Tenant within
thirty (30) days after Landlord shall have given to Tenant a notice specifying
the same, or, in the case of a happening or default which cannot with due
diligence be cured within a period of thirty (30) days and the continuation of
the period required for cure will not subject Landlord to the risk of criminal
liability (as more particularly described in Article 8 hereof) or
termination of any superior lease or foreclosure of any superior mortgage, if
Tenant shall not (i) within said thirty (30) day period advise Landlord of
Tenant’s intention to duly institute all steps necessary to remedy such
situation and (ii) duly institute within said thirty (30) day period, and
thereafter diligently and continuously prosecute to completion, all steps
necessary to remedy the same, or


 


(c)           whenever
any event shall occur or any contingency shall arise whereby this Lease or the
estate hereby granted or the unexpired balance of the Term hereof would, by
operation of law or otherwise, devolve upon or pass to any person, firm or
corporation other than Tenant, except as expressly permitted by Article 11,
or


 


(d)           whenever
Tenant shall abandon the demised premises, unless Tenant locks and takes
reasonable security precautions to attend to and safeguard the demised premises
and keeps the blinds in the demised premises closed, or


 


(e)           whenever
Tenant shall default in complying with the provisions of Section 6.02
with respect to the discharge of mechanic’s liens within the time period
therein provided, or


 


(f)            whenever
Tenant shall default in the due keeping, observing or performance of any
covenant, agreement, provision or condition of Article 5 hereof on
the part of Tenant to be kept, observed or performed and if such default shall
continue and shall not be remedied by Tenant within ten (10) business days
after Landlord shall have given to Tenant a notice specifying the same, or


 


(g)           if
Tenant is required and fails to deliver the Rating Change Security Deposit (as
hereafter defined), which failure shall continue for five (5) Business
Days after Landlord’s notice to Tenant of such failure,


 


52

















 


then in any of said cases set forth in the foregoing clauses (a), (b),
(c), (d), (e), (f) and (g) Landlord may give to Tenant a notice of
intention to end the Term at the expiration of five (5) Business Days from
the date of the service of such notice of intention, and upon the expiration of
said five (5) Business Days this Lease and the term and estate hereby
granted, whether or not the Term shall theretofore have commenced, shall
terminate with the same effect as if that day were the Expiration Date, but
Tenant shall remain liable for damages as provided in Article 18.


 


ARTICLE 17


 


RE-ENTRY BY LANDLORD, INJUNCTION


 


17.01       If
Tenant shall fail to pay any installment of basic annual rent, or of any
additional rent payable by Tenant to Landlord on the date the same is due and
payable, and if such default shall continue for five (5) Business Days
after Landlord shall have given to Tenant a notice specifying such default, or
if this Lease shall terminate as in Article 16 provided, Landlord
or Landlord’s agents and employees may immediately or at any time thereafter
re-enter the demised premises, or any part thereof, either by summary
dispossess proceedings or by any suitable action or proceeding at law, without
being liable to indictment, prosecution or damages therefrom.  The word re-enter, as herein used, is not
restricted to its technical legal meaning.


 


17.02       In
the event of a breach or threatened breach by Tenant of any of its obligations
under this Lease, Landlord shall also have the right of injunction upon notice
to Tenant.  The special remedies to which
Landlord may resort hereunder are cumulative and are not intended to be
exclusive of any other remedies or means of redress to which Landlord may
lawfully be entitled at any time and Landlord may invoke any remedy allowed at
law or in equity as if specific remedies were not provided for herein.


 


17.03       If
this Lease shall terminate under the provisions of Article 16, or
if Landlord shall re-enter the demised premises under the provisions of this Article 17,
or in the event of the termination of this Lease, or of re-entry by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, then (a) Tenant shall
thereupon pay to Landlord the basic annual rent and additional rent payable by
Tenant to Landlord up to the time of such termination of this Lease, or of such
recovery of possession of the demised premises by Landlord, as the case may be,
and shall also pay to Landlord damages as provided in Article 18,
and (b) Landlord shall be entitled to retain all moneys, if any, paid by
Tenant to Landlord, whether as advance rent, security or otherwise, but such
moneys shall be credited by Landlord against any basic annual rent or
additional rent due from Tenant at the time of such termination or re-entry or,
at Landlord’s option, against any damages payable by Tenant under Articles
16 and 18 or pursuant to law.


 


17.04       Tenant
hereby expressly waives any and all rights of redemption granted by or under
any present or future laws in the event of Tenant being evicted or dispossessed
for any cause, or in the event of Landlord obtaining possession of the demised
premises, by reason of the violation by Tenant of any of the covenants and
conditions of this Lease or otherwise.


 


53

















 


ARTICLE 18


 


DAMAGES


 


18.01       If
this Lease is terminated under the provisions of Article 16, or if
Landlord shall re-enter the demised premises under the provisions of Article 17,
or in the event of the termination of this Lease, or of re-entry by or under
any summary dispossess or other proceeding or action or any provision of law by
reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord
as damages, at the election of Landlord, either


 


(a)           a
sum which at the time of such termination of this Lease or at the time of any
such re-entry by Landlord, as the case may be, represents the then value of the
excess, if any, discounted at a per annum rate equal to the Interest Rate, of


 


(1)           the aggregate of the basic annual
rent and the additional rent payable hereunder which would have been payable by
Tenant (conclusively presuming the additional rent to be the same as was
payable for the year immediately preceding such termination except that
additional rent on account of Taxes and Property Expenses shall be presumed to
increase at the average of the rates of increase thereof previously experienced
by Landlord during the period (not to exceed 3 years) prior to such
termination) for the period commencing with such earlier termination of this
Lease or the date of any such re-entry, as the case may be, and ending with the
Expiration Date, had this Lease not so terminated or had Landlord not so
re-entered the demised premises, over


 


(2)           the aggregate rental value of the
demised premises for the same period, or


 


(b)           sums
equal to the basic annual rent and the additional rent payable hereunder which
would have been payable by Tenant had this Lease not so terminated, or had
Landlord not so re-entered the demised premises, payable upon the due dates
therefor specified herein following such termination or such re-entry and until
the Expiration Date; provided, however, that if Landlord shall re-let the
demised premises during said period, Landlord shall credit Tenant with the net
rents received by Landlord from such re-letting, such net rents to be
determined by first deducting from the gross rents as and when received by
Landlord from such reletting, the expenses incurred or paid by Landlord in
terminating this Lease or in re-entering the demised premises and in securing
possession thereof, as well as the expenses of re-letting, including altering
and preparing the demised premises for new tenants, brokers’ commissions, legal
fees, and all other expenses properly chargeable against the demised premises
and the rental thereof; it being understood that any such re-letting may be for
a period shorter or longer than the remaining term of this Lease.  In no event shall Tenant be entitled to
receive any excess of such net rents over the sums payable by Tenant to
Landlord hereunder for the period of such re-letting, nor shall Tenant be
entitled in any suit for the collection of damages pursuant to this subsection
to a credit in respect of any net rents from a re-letting, except to the extent
that such net rents are actually received by Landlord.  If the demised premises or any part thereof
should be re-let in combination with other space, then proper apportionment on
a square foot basis shall be made of the rent received from such re-letting and
of the expenses of re-letting.


 


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If the demised premises or any part thereof be re-let by Landlord for
the unexpired portion of the term of this Lease, or any part thereof, before
presentation of proof of such damages to any court, commission or tribunal, the
amount of rent payable pursuant to such re-letting shall, prima facie, be the
fair and reasonable rental value for the demised premises, or part thereof, so
re-let during the term of the re-letting.


 


18.02       Suit
or suits for the recovery of such damages, or any installments thereof, may be
brought by Landlord from time to time at its election, and nothing contained
herein shall be deemed to require Landlord to postpone suit until the date when
the Term would have expired if it had not been so terminated under the
provisions of Article 16, or under any provision of law, or had Landlord
not re-entered the demised premises. 
Nothing herein contained shall be construed to limit or preclude
recovery by Landlord against Tenant of any sums or damages to which, in
addition to the damages particularly provided above, Landlord may lawfully be
entitled by reason of any default hereunder on the part of Tenant.  Nothing herein contained shall be construed
to limit or prejudice the right of Landlord to prove for and obtain as
liquidated damages by reason of the termination of this Lease or re-entry of
the demised premises for the default of Tenant under this Lease, an amount
equal to the maximum allowed by any statute or rule of law in effect at
the time when, and governing the proceedings in which, such damages are to be
proved whether or not such amount be greater, equal to, or less than any of the
sums referred to in Section 18.01.


 


ARTICLE 19


 


LANDLORD’S RIGHT TO PERFORM TENANT’S
OBLIGATIONS


 


If Tenant shall default in the observance or performance of any term or
covenant on Tenant’s part to be observed or performed under any of the terms or
provisions of this Lease, (a) Landlord may remedy such default for the
account of Tenant, immediately and without notice in case of emergency, or in
any other case if Tenant shall fail to remedy such default after Landlord shall
have notified Tenant in writing of such default and the applicable grace period
for curing such default shall have expired; and (b) if Landlord makes any
reasonable expenditures or incurs any obligations for the payment of money in
connection with such default, including without limitation, reasonable
attorneys’ fees in instituting, prosecuting or defending any action or
proceeding, such sums paid or obligations incurred, with interest at the
Interest Rate from the date paid or incurred, shall be deemed to be additional
rent hereunder and shall be paid by Tenant to Landlord upon rendition of a bill
to Tenant therefor.  The provisions of
this Article 19 shall survive the expiration or other termination
of this Lease.


 


ARTICLE 20


 


QUIET ENJOYMENT


 


Landlord covenants and agrees that subject to the terms and provisions
of this Lease, if, and so long as, Tenant keeps and performs each and every
covenant, agreement, term, provision and condition herein contained on the part
or on behalf of Tenant to be kept or performed, then Tenant’s rights under this
Lease shall not be cut off or ended before the expiration of the term of this
Lease, and Tenant shall be entitled to use and occupy the demised premises in
accordance


 


55

















 


with the provisions of this Lease, subject however, to the provisions
of this Lease (including without limitation, the provisions of Article 25
hereof with respect to Superior Instruments (as defined in Article 25
hereof) which affect this Lease), and Tenant shall have access to the Premises
24 hours per day, 7 days per week (subject to Force Majeure Causes and subject
to and in accordance with the security rules and regulations for the
Building).


 


ARTICLE 21


 


SERVICES AND EQUIPMENT


 


21.01       From
and after the Commencement Date, Landlord shall operate and maintain the
Building, the Building Systems (as defined in Section 21.06) and
the Common Areas (and Plaza II, to the extent such operation and maintenance
materially affects Tenant’s occupancy of the demised premises in accordance
with this Lease) as a first-class office building comparable to other
first-class office buildings in the vicinity of the Building (including,
without limitation, other buildings within the Complex) and shall:


 


(a)           Provide
necessary passenger elevator facilities on Business Days from 8:00 A.M. to
6:00 P.M. and shall have at least one elevator which accesses the entire
demised premises subject to call at all other times.  At Landlord’s option, the elevators shall be
operated by automatic control or by manual control, or by a combination of both
of such methods.  Tenant shall use
passenger elevators solely for the transportation of its employees and invitees
and not for freight handling, the delivery of packages requiring hand trucks or
other similar items or the removal of refuse.


 


(b)           Provide
non-exclusive freight elevator service on a first come-first served basis (i.e.,
no advance scheduling) on Business Days from 8:00 A.M. to 12:00 Noon and
12:30 P.M. to 5:00 P.M. and on a reserved basis at all other times
upon the payment of Landlord’s then established charges therefor (which, as of
the date of this Lease, are $65 per hour, with a four-hour minimum).  All deliveries to Tenant shall be made at
freight docks located on the ground floor or at such other locations as
Landlord may from time to time designate. 
Without limiting the foregoing provisions of this subparagraph (b),
Landlord shall, at Tenant’s election, provide for Tenant’s exclusive use, the
freight elevator shown on Schedule M (the “Dedicated Elevator”)
without charge during the performance of Tenant’s Initial Work.  Tenant accepts the Dedicated Elevator in “as
is” condition, provided that the Dedicated Elevator is in good working order as
of the Commencement Date.  Tenant, at
Tenant’s sole cost and expense, shall be responsible for all renovation,
repairs, maintenance and costs of operation of the Dedicated Elevator,
including without limitation, the cost of electric (which Tenant, at Tenant’s
sole cost, shall cause the Dedicated Elevator to be measured by its existing
direct meter serving the demised premises) and costs to ensure that the
Dedicated Elevator is in compliance with Legal Requirements and to reprogram
the Dedicated Elevator.  Notwithstanding
any of Tenant’s foregoing rights to use of the Dedicated Elevator, Tenant’s use
the Dedicated Elevator shall be prohibited if such use would result in
jurisdictional labor disputes or strikes at the Property or conflict with the
terms of any contract with such workers or servicers.


 


(c)           Maintain
and keep in good order and repair the Building condenser water system and
provide condenser water to all base Building DX Units which exclusively serve
the


 


56

















 


demised premises on Business Days between the
hours of 8:00 a.m. - 6:00 p.m., and Saturdays between the hours of
8:00 a.m. — 1 p.m., in accordance with the HVAC specifications set
forth in Schedule D; it being understood that in no event shall Landlord
be responsible for the maintenance or repair of any other air conditioning,
heating or ventilating systems (on portions thereof) (whether installed by
Landlord or Tenant), including, without limitation, systems that are installed
to service Tenant’s data processing, computer or telephone operations, and
Landlord shall only be responsible for the maintenance and repair of the base
building DX Units exclusively serving the demised premises.  If applicable through Tenant’s expansion,
Landlord shall be responsible for the maintenance and repair of the base
Building DX Unit(s) serving the 2nd Floor Expansion Space, the 6th Floor Expansion Space
and any Offer Space.  Tenant agrees that
the base Building DX Units serving the demised premises shall contribute the
proportionate share of ventilated air and air-conditioning to the common areas
of the floors on which the demised premises is located.  Landlord has informed Tenant that the windows
of the demised premises and the Building are sealed, and that the demised premises
may become uninhabitable and the air therein may become unbreatheable during
the hours or days when Landlord is not able to furnish condenser water to the
demised premises or when the DX Units are not operational.  Any use or occupancy of the demised premises
during such hours shall be at the sole risk, responsibility and hazard of
Tenant, and Landlord shall have no responsibility or liability therefor.  Such condition of the demised premises shall
not constitute nor be deemed to be a breach or a violation of this Lease or of
any provision thereof, nor shall it be deemed an actual or constructive
eviction nor shall Tenant claim or be entitled to claim any abatement of rent
nor make any claim for any damages or compensation by reason of such condition
of the demised premises.  Tenant shall
cause and keep entirely unobstructed at all times all the vents, intakes, and
shall comply with and observe all regulations and requirements prescribed by
Landlord for the proper functioning of the condenser water systems and base
building DX Units.  Nothing contained
herein shall be deemed to require Landlord to furnish at Landlord’s expense
such electric energy as is required to operate the air conditioning system
serving the demised premises.  Subject to
the provisions of Article 4 hereof all such electric energy shall
be furnished to Tenant at Tenant’s cost and expense, and Tenant shall cause all
the DX Units exclusively serving the demised premises to be connected to the
direct meter(s) (or submeter(s) if applicable) measuring Tenant’s
consumption of electricity.  If Tenant
shall require condenser water at any times other than those specified in the
initial sentence of this Section 21.01(c), Landlord shall furnish
such service to Tenant upon reasonable prior notice to Landlord at Landlord’s
standard charges therefor, subject to increases in such rate from time to time;
provided, that any future increases in such rate shall be confined to the same
percentage increase as the increase in Landlord’s cost of operating, maintaining,
repairing and replacing the Building condenser water system (including, without
limitation, a reasonable allocation in respect of the depreciation of such
system).  As of the date of this Lease,
Landlord shall charge Tenant the amount of $35 per hour per DX Unit for such
overtime condenser water service, which shall be subject to increase based upon
the percentage increase in Landlord’s costs described in the preceding
sentence.  Landlord shall connect the
base building DX Units serving the demised premises to Landlord’s Building
Management System.


 


(d)           Provide
the cleaning and janitorial services described on Schedule E annexed
hereto on Business Days.  The cost of
such cleaning and janitorial services provided to Tenant and other tenants and
occupants of the Building and the cost of cleaning and janitorial services for
the Common Areas shall be included in Operating Expenses and Common Area


 


57

















 


Operating Expenses.  Tenant shall employ Landlord or Landlord’s
cleaning contractor to provide any cleaning and janitorial services in excess
of those specified in Schedule E and Tenant shall deliver to Landlord a
list setting forth in reasonable detail all such excess cleaning and janitorial
services.  Landlord, its cleaning
contractor and their employees shall have access to the demised premises at all
times after 5:30 P.M. and before 8:00 A.M. and shall have the right
to use, without charge therefor, all light, power and water in the demised
premises reasonably required to clean the demised premises as required under
this Section 21.01.  Tenant
shall comply with any rules Landlord and/or its cleaning contractor and/or
any consultant to Landlord may establish regarding the management and recycling
of solid waste, as may be necessary for Landlord to comply with any Legal
Requirements, including without limitation the New Jersey Department of
Environmental Protection Rules on Coastal Resources and Development
(N.J.A.C. 7:7E - 1.1).


 


(e)           Furnish
water for lavatory and drinking, dishwashing, icemaking and office cleaning
purposes.  If Tenant requires, uses or
consumes water for any other purposes, Tenant agrees that Landlord may install
a meter or meters or other means to measure Tenant’s water consumption, and
Tenant further agrees to reimburse Landlord for the cost of the meter or meters
and the installation thereof, and to pay for the maintenance of said meter
equipment and/or to pay Landlord’s cost of other means of measuring such water
consumption by Tenant.  Tenant shall
reimburse Landlord for the cost of all water consumed in excess of that
estimated to be consumed for lavatory, drinking and office cleaning purposes,
as measured by said meter or meters or as otherwise measured, including sewer
rents.


 


(f)            Maintain
the Common Areas in good order and repair.


 


(g)           Maintain
an operable security program with respect to ingress and egress for the
Building and Common Areas in accordance with the standard set forth in the
first paragraph of this Section 21.01.


 


21.02       Landlord
reserves the right without any liability whatsoever, or abatement of basic
annual rent or additional rent, to stop the heating, air conditioning,
elevator, plumbing, electric and other systems when necessary by reason of
accident or emergency or for repairs, alterations, replacements or
improvements, provided that except in case of emergency, Landlord will notify
Tenant in advance, if possible, of any such stoppage and, if
ascertainable, its estimated duration, and will proceed diligently with the
work necessary to resume such service as promptly as possible and in a manner
so as to minimize interference with Tenant’s use and enjoyment of the demised
premises, but Landlord shall not be obligated to employ overtime or premium
labor therefor.


 


21.03       It
is expressly agreed that only Landlord or any one or more persons, firms or
corporations authorized in writing by Landlord (which authorization shall be
granted only if the employment of such person, firm or corporation would not
result in jurisdictional disputes or strikes or cause disharmony with other
workers or servicers employed at the Property or conflict with the terms of any
contract with such workers or servicers) will be permitted to furnish laundry,
cable television and other similar services to tenants and licensees in the
Building.  Landlord may fix, in its
reasonable judgment, at any time and from time to time, the hours during which
and the regulations under which such supplies and services are to be
furnished.  Landlord


 


58

















 


expressly reserves the right to act as or to
designate, at any time and from time to time, an exclusive supplier of all or
any one or more of the said supplies and services, provided that the quality
thereof and the charges therefor are reasonably comparable to that of other
suppliers.  Landlord expressly reserves
the right to exclude from the Building any messenger service.  It is understood, however, that Tenant or
regular office employees or guests of Tenant who are not employed by any
supplier of such food or beverages or by any person, firm or corporation
engaged in the business of purveying such food or beverages, may (i) personally
bring food or beverages into the Building for consumption within the demised
premises by employees or guests of Tenant, or (ii) order food or beverages
for delivery from take-out or catering establishments, provided that such
deliveries do not materially cause elevator delays nor inconvenience the other
tenants of the Building.  No food or beverage
may be brought into the Building for resale to or for consumption by any other
tenant.


 


21.04       Landlord
will not be required to furnish any other services, except as otherwise
provided in this Lease.


 


21.05       Landlord
shall provide a path for Tenant to install up to four, 4” conduits from the
telecommunications point of entry into the Building to a base Building
communications closet reasonably designated by Landlord that Tenant shall
maintain at its expense.  Provided that
Tenant’s provider of telecommunication and information technology services
signs Landlord’s standard form of license agreement, Landlord shall not exclude
such carrier from the Building.


 


21.06       If
(i) by reason of Landlord’s making or failure to make repairs, alterations
or replacements made or required to be made by Landlord pursuant to this Lease,
including structural repairs, or (ii) the Building heat, ventilation or
air-conditioning, electrical or plumbing systems or the Building elevators
serving the demised premises (collectively, the “Building Systems”)
shall not be provided by Landlord as required by this Lease (a “Landlord
Failure”), and as a result of such Landlord Failure (a) the demised
premises or a material portion thereof is rendered unusable for the normal
conduct of Tenant’s or its affiliates’ business and (b) Tenant and its
affiliates cease to use such affected portion of the demised premises for the
conduct of its or their business, and (c) such Landlord Failure continues
unremedied for more than ten (10) consecutive days, then provided
that such unusability shall not have resulted from any act, omission,
negligence or willful misconduct of Tenant (or its affiliates) or any of its
contractors, agents, representatives, principals, employees, servants,
licensees or invitees, the basic annual rent and the Additional Rent payable
under Article 3 of this Lease shall be abated during the time that
such portion of the demised premises or, if applicable, the entire demised
premises, remains unusable and unused by reason of such Landlord Failure after
such tenth consecutive day in the aggregate, apportioned according to the
rentable area of the demised premises so rendered unusable and unused.  Tenant shall not be deemed in occupancy of
the demised premises or the portion thereof affected by a Landlord Failure
notwithstanding the fact that Tenant and its affiliates have not removed Tenant’s
Property therefrom and Tenant and its affiliates may have a security presence
therein, so long as no business is conducted therein (other than temporary
activities conducted in order to move Tenant’s and its affiliates’ normal
business activities elsewhere).  Nothing
contained in this Section 21.06 is intended to, or shall be deemed
to, make any event described in or contemplated by Articles 10, 14 or 34
a Landlord Failure.  The abatement of
basic annual rent and Additional Rent under this Section 21.06
shall be Tenant’s


 


59














 


exclusive remedy for the Landlord
Failure.  Without limiting the previous
sentence, Landlord shall not be liable for consequential damages claimed to
have resulted from the Landlord Failure.


 


ARTICLE 22


 


DEFINITIONS


 


22.01                     “Landlord”
means only the owner, or the mortgagee in possession, for the time being of the
Building and Land (or the owner of a lease of the Building or of the Building
and the Land), so that in the event of any transfer of title to the Land and
Building or said lease, or in the event of a lease of the Building, or of the
Land and Building, upon notification to Tenant of such transfer or lease the
said transferor Landlord shall be and hereby is entirely freed and relieved of
all future covenants, obligations and liabilities of Landlord hereunder, and it
shall be deemed and construed as a covenant running with the land without
further agreement between the parties or their successors in interest, or
between the parties and the transferee of title to the Land and Building or
said lease, or the said lessee of the Building or of the Land and Building,
that the transferee or the lessee, as applicable, has assumed and agreed to
carry out any and all such future covenants, obligations and liabilities of
Landlord hereunder.


 


22.02                     “Business
Days” or “business days” shall exclude Saturdays, Sundays and all days
observed as federal, state and municipal holidays and all other days recognized
as holidays under any union contract affecting the Property.


 


22.03                     “Interest
Rate” means a rate per annum equal to the lesser of (a) two percent
(2%) above the prime commercial lending rate of Citibank N.A., as published
from time to time in the New York Times or (b) the maximum rate of
interest, if any, which Tenant may legally contract to pay.


 


22.04                     “Legal
Requirements” means laws, statutes and ordinances, including, without
limitation, the Americans with Disabilities Act of 1990 (as amended),
environmental laws and regulations, building codes and zoning regulations and
ordinances and the orders, rules, regulations, directives and requirements of
all federal, state, county, city and borough departments, bureaus, boards
including boards of fire underwriters, New Jersey fire insurance rating
organizations and all similar organizations, agencies, offices, commissions and
other subdivisions thereof, or of any official thereof, or of any other
governmental, public or quasi-public authority (each, a “Governmental
Authority”), whether now or hereafter in force, which may be applicable to
the Property or the demised premises or any part thereof, or the sidewalks,
curbs or areas adjacent thereto and all requirements, obligations and
conditions of all instruments of record on the date of this Lease.


 


22.05                     “Common
Areas” means those portions of the Complex Land and/or the Property
intended at the applicable point in time at which the Common Areas are to be
delineated to be for the common use by the tenants and/or owners of the
Complex, or any portion thereof, and their respective customers, employees,
lessees, licensees and invitees, which Common Areas shall include, without
limitation, any so-called “Limited Common Areas” i.e., areas
adjacent to one or more of the buildings at the Complex, the use of which
Common Areas may be restricted in whole or in part to the tenant(s) of such
building or buildings.  Common Areas
shall include,


 


60

















 


without limitation, those portions of The
Harborside Financial Center designated from time to time by Landlord as (i) plaza
areas, (ii) pedestrian walkways, (iii) parking premises including,
without limitation, any parking garages, and (iv) those roads, exits,
entrances, driveways, ramps, streets, curb cuts, pedestrian walkways and
sidewalks which are intended for use as pedestrian and/or vehicle access,
ingress and egress from various portions of the Complex to the parking
premises, other portions of the Complex and public streets.


 


ARTICLE 23


 


INVALIDITY OF ANY PROVISION


 


If any term, covenant, condition or provision of this Lease or the
application thereof to any circumstance or to any person, firm or corporation
shall be invalid or unenforceable to any extent, the remaining terms,
covenants, conditions and provisions of this Lease shall not be affected
thereby and each remaining term, covenant, condition and provision of this
Lease shall be valid and shall be enforceable to the fullest extent permitted
by law.


 


ARTICLE 24


 


BROKERAGE


 


Tenant covenants, represents and warrants that Tenant has had no
dealings or negotiations with any broker or agent other than the Brokers in
connection with the consummation of this Lease, and Tenant covenants and agrees
to pay, hold harmless and indemnify Landlord from and against any and all cost,
expense (including reasonable attorneys’ fees and court costs), loss and
liability for any compensation, commissions or charges claimed by any broker or
agent, other than the Brokers, with respect to this Lease or the negotiation
thereof if such claim or claims by any such broker or agent are based in whole
or in part on dealing with Tenant or its representatives.  Landlord shall indemnify and hold Tenant
harmless from any and all claims by Brokers against Tenant arising from
Landlord’s failure to pay such compensation, commissions or charges to which
Brokers are due and entitled to pursuant to separate agreements.


 


ARTICLE 25


 


SUBORDINATION


 


25.01                     This Lease
is and shall be subject and subordinate to all ground or underlying leases
which may now or hereafter affect the Land, the Complex Land, the Building or
the Complex and to all mortgages which may now or hereafter affect such leases,
the Land, the Complex Land, the Building or the Complex, and to all renewals,
refinancings, modifications, replacements and extensions thereof (hereinafter
called “Superior Instruments”); provided that, only to the extent
such Superior Instrument affects the Building, the holder of such Superior
Instrument shall have executed and delivered a non-disturbance and attornment
agreement in the standard form of such holder in favor of Tenant and any
permitted assignee.  Notwithstanding
anything contained in this Section 25.01 to the contrary, if said
holder executes and delivers a non-disturbance and attornment agreement in the
form herein described and Tenant either fails or


 


61

















 


refuses to execute and deliver such agreement
within ten (10) business days after delivery of such agreement to Tenant,
then this Lease shall automatically and without further act be deemed to be
subject and subordinate to such Superior Instrument and such non-disturbance
and attornment agreement shall then be deemed to be in effect with respect to
such Superior Instrument.  The provisions
of this Section 25.01 shall be self-operative and no further
instrument of subordination shall be required. 
In confirmation of such subordination, Tenant shall promptly execute and
deliver at its own cost and expense any instrument, in recordable form if
required, that Landlord, the holder of any Superior Instrument or any of their
respective successors in interest may request to evidence such subordination,
within seven (7) business days after such request.  Landlord represents that there are no
existing Superior Instruments affecting the Land or the Building on the date
hereof.


 


25.02                     In the event
of a termination of any ground or underlying lease, or if the interests of
Landlord under this Lease are transferred by reason of, or assigned in lieu of,
foreclosure or other proceedings for enforcement of any mortgage, or if the
holder of any mortgage acquires a lease in substitution therefor, then Tenant
will, at the option to be exercised in writing by the holder of any such
Superior Instrument or any purchaser, assignee or lessee, as the case may be,
either (i) attorn to it and perform for its benefit all the terms,
covenants and conditions of this Lease on Tenant’s part to be performed with
the same force and effect as if it were the landlord originally named in this
Lease, or (ii) enter into a new lease with it for the remaining term of
this Lease and otherwise on the same terms and conditions (including, without
limitation, basic annual rent and additional rent) and with the same options,
if any, then remaining.  The foregoing
provisions of clause (i) of this Section 25.02 shall inure to
the benefit of and bind such holder of a Superior Instrument, purchaser,
assignee or lessee, shall be self-operative upon the exercise of such option,
and no further instrument shall be required to give effect to such option and
to said provisions.  Tenant, however,
upon demand of any such holder of a Superior Instrument, purchaser, assignee or
lessee agrees to execute, from time to time, within seven (7) business
days after a request therefor, instruments in confirmation of the foregoing
provisions of this Section 25.02, satisfactory to any such holder
of a Superior Instrument, purchaser, assignee or lessee, acknowledging such
attornment and setting forth the terms and conditions of its tenancy.


 


25.03                     Notwithstanding
anything contained herein to the contrary under no circumstances shall any such
holder of a Superior Instrument, purchaser, assignee or lessee, as the case may
be, whether or not it shall have succeeded to the interests of the landlord
under this Lease, be


 


(a)                                  liable for
any act, omission or default of any prior landlord, except to the extent the
act, omission or default continues after the party obtains possession of the
Property; or


 


(b)                                 subject to
any offsets, claims or defenses which Tenant might have against any prior
landlord; or


 


(c)                                  bound by any
basic annual rent or additional rent which Tenant might have paid to any prior
landlord for more than one month in advance or for more than three months in
advance where such rent payments are payable at intervals of more than one
month; or


 


62

















 


(d)                                 bound by any
modification, amendment or abridgment of the Lease, or any cancellation or
surrender of the same, made without its prior written approval.


 


25.04                     If, in
connection with the financing of the Building or the Complex, the holder of any
mortgage shall request reasonable modifications in this Lease as a condition of
approval thereof, Tenant will not unreasonably withhold, delay or defer making
such modifications provided the same do not (i) increase the basic annual
rent or additional rent payable by Tenant, (ii) reduce the term hereof, (iii) extend
the Term hereof or (iv) adversely affect any of Tenant’s rights or
increase its obligations (except in a de  minimis manner).


 


25.05                     Any holder
of a Superior Instrument may at any time and from time to time elect to have
this Lease made prior to such Superior Instrument and, upon notification of
such election from such holder to Tenant, this Lease shall have priority over
such Superior Instrument, whether this Lease is dated, executed, delivered
and/or recorded prior or subsequent to the date such Superior Instrument is
dated, executed, delivered and/or recorded.


 


25.06                     Tenant shall
give each holder of a Superior Instrument a copy of any notice of default
served upon Landlord, provided that Tenant has been notified of the address of
such holder.  If Landlord fails to cure
any default as to which Tenant is obligated to give notice pursuant to the
preceding sentence within the time provided for in this Lease, then each such
holder shall have an additional thirty (30) days after receipt of such notice
within which to cure such default, or if such default cannot be cured by such
holder within that time (because such holder must first obtain possession of
the demised premises or other portions of the Complex, or otherwise), then such
additional time as may be necessary if, within such 30 days, any such holder
has commenced and is diligently pursuing the acknowledged remedies reasonably
necessary to cure such default, in which event this Lease shall not be
terminated while such remedies are being so diligently pursued, it being
acknowledged by Tenant that such holder shall not be obligated to remedy or
cause to be remedied such default.


 


ARTICLE 26


 


CERTIFICATE OF TENANT


 


26.01                     Tenant
shall, without charge, at any time and from time to time, within ten (10) Business
Days after request by Landlord, execute, acknowledge and deliver to Landlord,
the holder of a Superior Instrument or any other person, firm or corporation
specified by Landlord, a written instrument in the form attached hereto as Schedule
F or such other form as may be required by the holder of any Superior
Instrument, provided that Landlord shall not request such written instrument
except for a legitimate business purpose. 
If Tenant believes that any of the certifications contained therein are
inaccurate, said written instrument shall set forth, in reasonable detail, the
basis for Tenant’s assertions that such certifications are inaccurate.


 


26.02                     Tenant
agrees that, it will pay no rent under this Lease more than thirty (30) days in
advance of its due date, if so restricted by any existing or future Superior
Instrument or by an assignment of this Lease to the holder of such Superior
Instrument, and, in the event of any act or omission by Landlord which would
give Tenant the right to terminate this Lease, Tenant will not exercise such
right until Tenant shall have first given written notice of such act or
omission to


 


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the holder of any Superior Instrument who
shall have furnished such holder’s last address to Tenant, and until a
reasonable period for remedying such act or omission shall have elapsed
following the giving of such notices, during which time such holder shall have
the right, but shall not be obligated, to remedy or cause to be remedied such
act or omission.  Tenant further agrees
not to exercise any such right if the holder of any such Superior Instrument
commences to cure such act or omission within a reasonable time after having
received notice thereof and diligently prosecutes such cure thereafter.


 


26.03                     To the
extent such documentation and financial information is not publicly available,
Tenant shall, without charge, at any time and from time to time, deliver to
Landlord within ten (10) days after request therefor (a) copies of
the most current financial statements of Tenant and of any guarantor of Tenant’s
obligations under this Lease certified by an independent certified public
accountant and (b) such further detailed financial information with
respect to Tenant and any such guarantors as Landlord or the holder of any
Superior Instrument may request.


 


ARTICLE 27


 


LEGAL PROCEEDINGS,
WAIVER OF JURY

TRIAL, WAIVER OF TERMINATION RIGHTS


 


Landlord and Tenant hereby waive trial by jury in any action,
proceeding or counterclaim brought by either of the parties hereto against the
other on any matters whatsoever arising out of or in any way in connection with
this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy
of the demised premises, and/or any other claims (except claims for personal
injury or property damage), and any emergency statutory or any other statutory
remedy. It is further mutually agreed that in the event Landlord commences any
summary proceeding for non-payment of rent, Tenant will not interpose and does
hereby waive the right to interpose any counterclaim of whatever nature or
description in any such proceeding, unless Tenant receives an opinion from its
attorneys specifying the basis for the conclusion contained therein, that such
waiver will result in the waiver of its right to bring such claims in a
separate proceeding under applicable law. 
Tenant waives all rights now or hereafter conferred by law (including,
without limitation, the benefit of New Jersey Revised Statutes, Title 46,
Chapter 8, Sections 6 and 7), (a) to quit, terminate or surrender this
Lease or the demised premises or any part thereof, or (b) to any
abatement, suspension, deferment or reduction of the basic annual rent or
additional rent payable under this Lease, regardless of whether such rights
shall arise from any present or future constitution, statute or rule of
law.


 


ARTICLE 28


 


SURRENDER OF PREMISES


 


28.01                     Upon the
expiration or other termination of the Term, Tenant shall quit and surrender to
Landlord the demised premises, broom clean, in good order and condition,
ordinary wear and tear and damage by fire, the elements or other casualty
excepted, and Tenant shall remove all of its property as herein provided.  Tenant’s obligation to observe or perform
this covenant shall survive the expiration or other termination of the Term.


 


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28.02                     If Tenant
shall, without the written consent of Landlord, hold over after the expiration
of the Term, such tenancy shall be deemed a month-to-month tenancy, which
tenancy may be terminated as provided by applicable law.  During such tenancy, Tenant agrees to (a) pay
to Landlord, for the first 60 days of such holdover, on a monthly basis, the
greater of the fair market rental value of the demised premises or one hundred
fifty percent (150%) and, thereafter during such holdover, on a monthly basis,
the greater of the fair market rental value of the demised premises or two
hundred percent (200%), of (x) the basic annual rent and (y) all
additional rent payable by Tenant for the last month of the Term and (b) be
bound by all of the terms, covenants and conditions herein specified.  In the case of any holdover by Tenant which
continues for more than ninety (90) days (plus up to an additional thirty (30)
days attributable to Force Majeure Causes affecting Tenant), Tenant shall be
liable to Landlord for and indemnify Landlord against (i) any payment or
rent concession which Landlord may be required to make to any tenant obtained
by Landlord for all or any part of the demised premises (a “New Tenant”)
by reason of the late delivery of space to the New Tenant as a result of Tenant’s
holding over or in order to induce such New Tenant not to terminate its lease
by reason of the holding over by Tenant, (ii) the loss of the benefit of
the bargain if any New Tenant shall terminate its lease by reason of the
holding over by Tenant and (iii) any claim for damages by any New
Tenant.  No holding over by Tenant after
the Term shall operate to extend the Term. 
Notwithstanding the foregoing, the acceptance of any rent paid by Tenant
pursuant to this Section 28.02 shall not preclude Landlord from
commencing and prosecuting a hold over or summary eviction proceeding.


 


ARTICLE 29


 


RULES AND REGULATIONS


 


29.01                     Tenant and
Tenant’s servants, employees and agents shall observe faithfully and comply
strictly with the Rules and Regulations set forth in Schedule G
hereto entitled “Rules and Regulations” and such other and further
reasonable Rules and Regulations as Landlord or Landlord’s agents may from
time to time adopt; provided, however, that in case of any conflict or
inconsistency between the provisions of this Lease and of any of the Rules and
Regulations, as originally or as hereafter adopted, the provisions of this
Lease shall control.  Reasonable written
notice of any additional Rules and Regulations or changes shall be given
to Tenant.


 


29.02                     Nothing in
this Lease contained shall be construed to impose upon Landlord any duty or
obligation to enforce the Rules and Regulations or the terms, covenants or
conditions in any other lease, against any other tenant of the Complex, and
Landlord shall not be liable to Tenant for violation of the same by any other
tenant, its servants, employees, agents, visitors or licensees.


 


29.03                     No Rule or
Regulation shall be enforced against Tenant unless such Rule or Regulation
is being enforced against other tenants or occupants of the Building under
similar circumstances, if a similar rule or regulation is contained in or
promulgated pursuant to the leases and occupancy agreements between Landlord
and such tenants or occupants.


 


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ARTICLE 30


 


CONSENTS AND APPROVALS


 


30.01                     (a)                                  Whenever
Landlord’s consent or approval is required in this Lease, Landlord shall not
unreasonably delay notifying Tenant whether its approval shall be granted or
withheld.


 


(b)                                 When in this
Lease Landlord’s consent or approval is required and this Lease provides that
Landlord’s consent or approval shall not be unreasonably withheld or
conditioned and Landlord shall refuse such consent or approval, or in any
instance in which Landlord shall delay its consent or approval, Tenant in no
event shall be entitled to make, nor shall Tenant make, any claim, and Tenant
hereby waives any claim, for money damages (nor shall Tenant claim any money
damages by way of set-off, counterclaim or defense) based upon any claim or
assertion by Tenant that Landlord unreasonably withheld or unreasonably delayed
its consent or approval. Tenant’s sole remedy shall be an action or proceeding
to enforce any such provision, for specific performance, injunction or
declaratory judgment.  Notwithstanding
the foregoing, if Tenant desires to determine any dispute as to the
reasonableness of Landlord’s decision to refuse such consent or when such
consent has been deemed refused (including pursuant to Articles 6 and 11)
by arbitration, then within ten (10) Business Days after Tenant’s notifying
Landlord of its desire to arbitrate, Landlord and Tenant shall each give notice
to the other setting forth the name and address of an arbitrator designated by
the party giving such notice. If either party shall fail to give notice of such
designation within said ten (10) Business Days, then the arbitrator chosen
by the other party shall make the determination alone.  The two arbitrators shall designate a third
arbitrator.  If the two arbitrators shall
fail to agree upon the designation of a third arbitrator within ten Business
Days after the designation of the second arbitrator, then either party may
apply to any court having jurisdiction for the designation of such
arbitrator.  All arbitrators shall be
independent persons who shall have had at least ten years of continuous
experience in (i) the business of owning or managing real estate in Jersey
City, New Jersey or (ii) acting as a commercial leasing broker in Jersey
City, New Jersey.  The three arbitrators
shall conduct such hearings as they deem appropriate, making their
determination in writing and giving notice to Landlord and Tenant of their
determination within five Business Days after the designation of the third
arbitrator; the concurrence of any two of said arbitrators shall be binding upon
Landlord and Tenant, or, in the event no two of the arbitrators shall render a
concurrent determination, then the determination of the third arbitrator
designated shall be binding upon Landlord and Tenant.  Judgment upon any determination rendered
shall be final and binding upon Landlord and Tenant, whether or not a judgment
shall be entered in any court.  Each
party shall pay its own counsel fees and expenses, if any, in connection with
any arbitration under this paragraph, including the expenses and fees of any
arbitrator selected by it in accordance with the provisions of this paragraph,
and the parties shall share all other expenses and fees of any such
arbitration.  Notwithstanding the
foregoing, if the arbitrators shall determine that the non-prevailing party has
acted maliciously or in bad faith, then such non-prevailing party shall pay all
of such reasonable counsel fees and expenses. 
The arbitrators shall be bound by the provisions of this Lease, and
shall not add to, subtract from or otherwise modify such provisions.


 


(c)                                  Whenever
Landlord’s consent or approval is required in this Lease and this Lease does
not provide that such approval or consent shall not be unreasonably withheld,


 


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Landlord may determine in its sole discretion
whether to grant such consent or approval, regardless of whether such refusal
to consent or approve may be deemed arbitrary.


 


ARTICLE 31


 


NOTICES


 


31.01                     Any notice
or demand, consent, approval or disapproval, or statement (collectively called “Notices”)
required or permitted to be given by the terms and provisions of this Lease, or
by any law or governmental regulation, either by Landlord to Tenant or by
Tenant to Landlord, shall be in writing and unless otherwise required by such
law or regulation, shall be personally delivered or by nationally recognized
overnight courier service, or sent by United States mail postage prepaid as
registered or certified mail, return receipt requested.  Any Notice shall be addressed to Landlord or
Tenant, as applicable, at its address set forth on page 1 of this Lease as
said address may be changed from time to time as hereinafter provided.  By giving the other party at least ten (10) days
prior written notice, either party may, by Notice given as above provided,
designate a different address or addresses for Notices.


 


31.02                     Any Notice
shall be deemed given as of the date of delivery as indicated by affidavit in
case of personal delivery or by the return receipt in the case of mailing; and
in the event of failure to deliver by reason of changed address of which no
Notice was given or refusal to accept delivery, as of the date of such failure
as indicated by affidavit or on the return receipt or by notice of the postal
service, as the case may be.


 


31.03                     In addition
to the foregoing, either Landlord or Tenant may, from time to time, request in
writing that the other party serve a copy of any Notice on one other person or
entity designated in such request, such service to be effected as provided in Section 31.01
hereof.


 


ARTICLE 32


 


NO WAIVER


 


32.01                     No agreement
to accept a surrender of this Lease shall be valid unless such agreement is in
writing and signed by Landlord and Tenant. 
No employee of Landlord or of Landlord’s agents shall have any power to
accept the keys of the demised premises prior to the termination of this
Lease.  The delivery of keys to any
employee of Landlord or of Landlord’s agent shall not operate as a termination
of this Lease or a surrender of the demised premises.  In the event Tenant at any time desires to
have Landlord sublet the premises for Tenant’s account, Landlord or Landlord’s
agents are authorized to receive said keys for such purpose without releasing
Tenant from any of the obligations under this Lease.  The failure of Landlord or Tenant to seek
redress for violation of, or to insist upon the strict performance of, any
covenant or condition of this Lease or any of the Rules and Regulations
set forth herein, or hereafter adopted by Landlord, shall not 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 the payment by Tenant, of rent with
knowledge of the breach of any covenant of this Lease shall not be deemed a
waiver of such breach. The failure of Landlord to enforce any of the Rules and
Regulations set forth herein, or hereafter adopted, against Tenant and/or any
other tenant in


 


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the Complex shall not be deemed a waiver of
any such Rules and Regulations.  No
provision of this Lease shall be deemed to have been waived by Landlord or
Tenant unless such waiver be in writing signed by such party. No payment by
Tenant or receipt by Landlord of a lesser amount than the monthly rent herein
stipulated shall be deemed to be other than on the account of the earliest
stipulated rent, nor shall any endorsement or statement on any check or any
letter accompanying any check or payment of rent be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord’s right to recover the balance of such rent or pursue any other
remedy in this Lease provided.


 


32.02                     This Lease
contains the entire agreement between the parties, and any executory agreement
hereafter made shall be ineffective to change, modify, discharge or effect an
abandonment of it in whole or in part unless such executory agreement is in
writing and signed by the party against whom enforcement of the change, modification,
discharge or abandonment is sought.


 


ARTICLE 33


 


CAPTIONS


 


The captions are inserted only as a matter of convenience and for
reference, and in no way define, limit or describe the scope of this Lease nor
the intent of any provision thereof.


 


ARTICLE 34


 


INABILITY TO PERFORM


 


If, by reason of (1) strike or lockout, (2) labor troubles, (3) governmental
preemption in connection with a national emergency, (4) any rule, order or
regulation of any governmental agency, (5) conditions of supply or demand
which are affected by war or other national, state or municipal emergency, (6) fire
or other casualty, (7) war or terrorism, (8) legal challenges to the
validity or issuance of any permits, consents, certificates, licenses or
approvals required from any Governmental Authority for the Initial Work, (9) acts
of God or (10) any other cause beyond Landlord’s or Tenant’s reasonable
control (“Force Majeure Causes”), Landlord or Tenant shall be unable to
fulfill its obligations under this Lease or, in the case of Landlord, shall be
unable to supply any service which Landlord is obligated to supply, this Lease
and Tenant’s obligation to pay rent hereunder shall in no wise be affected,
impaired or excused, except as otherwise expressly provided in this Lease.  The inability of a party to pay for goods or
services or to meet its debts shall not excuse such party from performing its
obligations under this Lease.


 


ARTICLE 35


 


NO REPRESENTATIONS BY LANDLORD


 


Tenant shall accept the demised premises in “as is” condition on the
Commencement Date, subject only to completion of Landlord’s Work and Punch-list
Items.  The demised premises are
delivered without any representation or warranty whatsoever by Landlord or
Landlord’s agents as to the condition of the demised premises or the value
thereof or the utility 


 


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thereof or usefulness for any particular purpose or any other matter or
thing relating in any way to the demised premises or the Property, other than
as specifically provided in this Lease. 
Tenant acknowledges that Landlord, has not made and does not make, and
Tenant is not relying upon, any representations or warranties as to the
physical condition, quality, value or character or other matter relating to or
affecting the demised premises, the Building or the Property other than those
contained in this Lease.  Notwithstanding
the foregoing, Landlord represents to Tenant that, as of the date of this
Lease, the Building Systems serving the demised premises shall be in good
working order, subject to the completion of Landlord’s Work, which may affect
the operation of certain Building Systems. 
In addition, the provisions of this Article 35 are not
intended to relieve Landlord from its obligations under the last sentence of Section 8.01.


 


ARTICLE 36


 


NAME OF COMPLEX/BUILDING


 


The name of the Complex shall be Harborside Financial Center and the
name of the Building shall be Plaza III. 
Landlord shall have the full right at any time upon reasonable advance
notice to Tenant to name and change the name of the Complex or the Building and
to change the designated address of the Complex or the Building.  The Complex or the Building may be named
after any person, firm, or otherwise, whether or not such name is, or
resembles, the name of a tenant of the Complex or the Building.


 


ARTICLE 37


 


PARKING


 


37.01                     From and
after the Commencement Date, Landlord shall make Tenant’s Parking Spaces
available to Tenant and Tenant shall hire same from Landlord, in such areas
(the “Parking Areas”) of the Property as Landlord shall periodically
designate for parking.  As set forth in
the Reference Page, at Tenant’s option, the number of Tenant’s Parking Spaces
may be irrevocably decreased for the balance of the Term upon notice by Tenant
to Landlord given by July 1, 2009 designating the number of Tenant’s
Parking Spaces Tenant no longer wishes to have made available.  Landlord makes no representations or
guarantees whatsoever as to the specific location of Tenant’s Parking Spaces or
whether Tenant’s Parking Spaces will be under cover or open.  Tenant’s Parking Spaces shall be used
exclusively for the parking of standard size passenger vehicles (or smaller
cars), belonging to or leased to or operated by Tenant, any of Tenant’s
permitted subtenants, and their respective employees, visitors and invitees,
and for no other purpose.  Tenant shall
not allow any parking of any cars of Tenant or Tenant’s permitted subtenants,
or their employees, visitors or invitees, outside of the Parking Areas or in
parking spaces within the Property designated for use by Landlord or other
tenants or their respective employees, visitors or invitees.  Landlord reserves the right to relocate or
alter Tenant’s Parking Spaces if, in Landlord’s sole judgment, it becomes
desirable to do so during the Term. 
Tenant shall upon request promptly furnish to Landlord the license
numbers of the cars operated by Tenant and Tenant’s permitted subtenants and
their employees and contractors.


 


37.02                     All parking
spaces used by Tenant, its employees, visitors and invitees will be used at
their own risk, and Landlord shall not be liable for any injury to person or
property, or for


 


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loss or damage to any automobile or its
contents, resulting from theft, collision, vandalism or any other cause
whatsoever.


 


37.03                     Landlord
shall have the right to license an independent operator or conduct a parking
operation open to the public with respect to the Parking Areas or to conduct
such operation itself.


 


37.04                     Commencing
on March 1, 2009, Tenant shall pay to Landlord monthly, as additional
rent, on the first day of each month, without any set-off or deduction
whatsoever, or in lieu thereof, to any parking operator who shall be licensed
by Landlord to conduct a parking operation with respect to the Parking Areas,
the amount obtained by multiplying the number of Tenant’s Parking Spaces by the
monthly rate then charged by Landlord or such operator to the general public
(which shall not exceed the prevailing rate charged to other tenants in the
Complex) for an equivalent space for such month, whether or not Tenant is using
all of such Tenant’s Parking Spaces during any given month.  As of the date of this Lease, the monthly
rate is $245 per Parking Space.  If
Tenant’s Parking Spaces shall be first made available to Tenant other than on
the first day of a month, then Tenant shall make the payments in respect of
such Spaces for such month on the date same are so made available appropriately
prorated.


 


37.05                     Landlord, or
the parking lot operator, as the case may be, shall have the right to tow, at
Tenant’s sole cost and expense, any of Tenant’s or Tenant’s permitted
subtenants’, or their employees’, visitors’ or invitees’, cars that are parked
outside of Tenant’s Parking Spaces to the extent specific spaces are reserved
for tenants.


 


37.06                     Landlord
shall have the right to require that all cars to be parked in Tenant’s Parking
Spaces shall exhibit such identification as Landlord may from time to time deem
reasonably necessary to control the use of the Parking Areas.  Landlord shall have the right to tow, at
Tenant’s sole cost and expense, any of Tenant’s or Tenant’s permitted
subtenants’, or their employees’, visitors’ or invitees’ cars not exhibiting
such identification if required.


 


37.07                     Landlord
shall have the right to institute valet parking, as a Building service or a
service of the parking operator, in which event Tenant shall comply with all
reasonable rules promulgated by Landlord or such parking operator relating
thereto.


 


ARTICLE 38


 


INDEMNITY


 


38.01                     Tenant shall
indemnify, defend, pay on behalf of and hold harmless Landlord and all holders
of Superior Instruments, and its and their respective partners, joint
venturers, directors, officers, invitees, agents, servants and employees (each
an “indemnitee” for purposes of this provision), from and against any loss,
damage, liability, cost, claim or expense (including reasonable attorneys’
fees) arising from or in connection with (a) any act, omission or
negligence of Tenant or any subtenants, or its or their respective partners,
joint venturers, directors, officers, invitees, agents, servants and employees,
(b) any accident, injury or damage whatsoever occurring in or about the
demised premises, (including by reason of Tenant’s use of the stairways
referred to in Section 5.03), (c) the use or occupation of the
demised premises by Tenant or


 


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anyone claiming under or through Tenant or (d) any
breach of this Lease by Tenant.  This
provision shall not be construed to exculpate an indemnitee, or to make Tenant
responsible for, any loss, damage, liability, cost, claim or expense to the
extent resulting from or caused by the negligence of such indemnitee.


 


38.02                     Landlord
shall indemnify, defend, pay on behalf of and hold harmless Tenant and Tenant’s
members, partners, shareholders, officers, directors, employees, agents and
contractors (collectively, “Tenant Indemnitees” for purposes of this
provision) from and against any claims against Tenant and/or any Tenant
Indemnitees arising from (a) any act, omission, or negligence of Landlord
in and about the Complex, (b) any accident, injury or damage whatsoever
caused to any person or to the property of any person and occurring during the
Term in the Building to the extent such accident, injury or damage results or
is claimed to have resulted from the willful misconduct or negligence of
Landlord or any of Landlord’s agents or employees, or (c) any breach of
this Lease by Landlord.  This provision
shall not be construed to exculpate any Tenant Indemnitee, or to make Landlord
responsible for, any loss, damage, liability, cost, claim or expense to the
extent resulting from or caused by the negligence of any such Tenant
Indemnitee.


 


ARTICLE 39


 


MEMORANDUM OF LEASE


 


Tenant shall not record this Lease or a memorandum thereof.  Tenant shall, at the request of Landlord,
execute and deliver to Landlord a memorandum of lease in respect of this Lease
sufficient for recording, but said memorandum of this Lease shall not in any
circumstances be deemed to modify or to change any of the provisions of this
Lease.


 


ARTICLE 40


 


SECURITY DEPOSIT


 


40.01                     (a)  To
the extent required under Section 11.02(b) in connection with
an Affiliate Free Rent Period Assignment, Tenant shall deposit with Landlord
the Affiliate Free Rent Period Security Deposit in cash or by Letter of Credit
(as defined and further described in Section 40.02), as security for
the faithful performance and observance by Tenant of the terms, provisions and
conditions of this Lease.  In addition,
if at any time during the Term (including the Renewal Term), the Security
Deposit Condition shall have occurred, Tenant shall deposit with Landlord a
Security Deposit in the amount of $1,500,000 (the “Rating Change Security
Deposit”) by Letter of Credit (as defined and further described in Section 40.02),
as security for the faithful performance and observance by Tenant of the terms,
conditions and provisions of this Lease. 
The “Security Deposit Condition” shall mean that Tenant’s
Financial Strength Rating, as published by A.M. Best Company (or any
successor thereto), has fallen to “B” or lower at any time during the Term
(including the Renewal Term).  As used in
this Article 40, the Affiliate Free Rent Period Security Deposit
and the Rating Change Security Deposit may be individually or collectively
referred to as the “Security Deposit” or the “Letter of Credit”.


 


(b)                                 Tenant
agrees that in the event Tenant has defaulted in the performance of any of its
obligations under this Lease, including the payment of any item of rental, and
whether


 


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or not the transmittal of a Notice of default
by Landlord is barred by applicable law, Landlord may use and/or draw upon the
cash Security Deposit or the Letter of Credit and use, apply or retain the
whole or any part of such proceeds, to the extent required for the payment of
any basic annual rent or additional rent as to which Tenant is in default, or
for any sum that Landlord may expend or may be required to expend by reason of
the default (including any damages or deficiency accrued before or after
summary proceedings or other re-entry by Landlord).  If Landlord applies or retains any portion or
all of the proceeds of the cash Security Deposit or Letter of Credit, Tenant
shall forthwith restore the amount so applied or retained by delivering an
additional cash Security Deposit or an additional or new Letter of Credit so
that, at all times, the amount of the Security Deposit shall be the amount of
the Affiliate Free Rent Period Security Deposit and/or the Rating Change
Security Deposit, as applicable. 
Provided there is no uncured default, any balance of the proceeds of the
Letter of Credit held by Landlord and not used, applied or retained by Landlord
as above provided, and any remaining Letter of Credit, shall be returned to
Tenant in accordance with Section 11.02(b) in the case of the
Affiliate Free Rent Period Security Deposit or after the delivery of possession
of the demised premises in the case of the Rating Change Security Deposit.


 


40.02                     If Tenant
delivers a Letter of Credit, it shall be a clean, irrevocable and unconditional
letter of credit (such letter of credit, and any replacement thereof as
provided herein, is called a “Letter of Credit”) issued and drawn upon
any commercial bank approved by Landlord with offices for banking purposes in
the State of New Jersey or the City of New York (“Issuing Bank”), which
Letter of Credit shall have a term of not less than one year, be in form and
content reasonably satisfactory to Landlord, be for the account of Landlord and
be in the amount of the Security Deposit set forth in the Reference Page.  The Letter of Credit shall provide that:


 


(1)                                  The Issuing
Bank shall pay to Landlord or its duly authorized representative an amount up
to the face amount of the Letter of Credit upon presentation of the Letter of
Credit and a sight draft in the amount to be drawn;


 


(2)                                  The Letter
of Credit shall be deemed to be automatically renewed, without amendment, for
consecutive periods of one year each during the Term, unless the Issuing Bank
sends written notice (the “Non-Renewal Notice”) to Landlord by certified
or registered mail, return receipt requested, at least thirty (30) days prior
to the expiration date of the Letter of Credit, to the effect that it elects
not to have such Letter of Credit renewed;


 


(3)                                  The Letter
of Credit delivered in respect of the last year of the Term shall have an
expiration date of not earlier than thirty (30) days after the Expiration Date;
and


 


(4)                                  The Letter
of Credit shall be transferable by Landlord as provided in Section 40.04.


 


40.03                     Landlord,
after receipt of the Non-Renewal Notice, shall have the right to draw the
entire amount of the Letter of Credit and to hold the proceeds as a cash
Security Deposit.  Landlord shall release
such proceeds to Tenant upon delivery to Landlord of a replacement Letter of
Credit complying with the terms hereof.


 


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40.04                     In the event
of the sale or lease of the Building, Landlord shall have the right to transfer
the Security Deposit, without charge for such transfer, to the purchaser or
lessee, and, upon the transferee’s assumption of Landlord’s obligations under
this Lease (including with respect to the Security Deposit), Landlord shall
thereupon be released by Tenant from all liability for the return of such
Security Deposit.  In such event, Tenant
agrees to look solely to the new Landlord for the return of said Security
Deposit.  It is agreed that the
provisions hereof shall apply to every transfer or assignment made of the
Security Deposit to a new Landlord. 
Tenant shall execute such documents as may be necessary to accomplish
such transfer or assignment of the Letter of Credit.


 


40.05                     Tenant
covenants that it will not assign or encumber, or attempt to assign or
encumber, the Security Deposit held hereunder, and that neither Landlord nor
its successors or assigns shall be bound by any such assignment, encumbrance,
attempted assignment, or attempted encumbrance. 
In the event that any bankruptcy, insolvency, reorganization or other
debtor-creditor proceedings shall be instituted by or against Tenant, its successors
or assigns, or any guarantor of Tenant hereunder, the security shall be deemed
to be applied to the payment of the basic annual rent and additional rent due
Landlord for periods prior to the institution of such proceedings and the
balance, if any, may be retained by Landlord in partial satisfaction of
Landlord’s damages.


 


ARTICLE 41


 


MISCELLANEOUS


 


41.01                     Irrespective
of the place of execution or performance, this Lease shall be governed by and
construed in accordance with the laws of the State of New Jersey (without
regards to any conflicts of laws provisions thereof).


 


41.02                     This Lease
shall be construed without regard to any presumption or other rule requiring
construction against the party causing this Lease to be drafted.


 


41.03                     Except as
otherwise expressly provided in this Lease, each covenant, agreement,
obligation or other provision of this Lease on Tenant’s part to be performed
shall be deemed and construed as a separate and independent covenant of Tenant,
not dependent on any other provision of this Lease.


 


41.04                     All terms
and words used in this Lease, regardless of the number or gender in which they
are used, shall be deemed to include any other number and any other gender as
the context may require.


 


41.05                     Time shall
be of the essence with respect to the exercise of any option granted under this
Lease.


 


41.06                     Except as
otherwise provided herein whenever payment of interest is required by the terms
hereof it shall be at the Interest Rate.


 


41.07                     In the event
that Tenant is in arrears in payment of basic annual rent or additional rent
hereunder, Tenant waives Tenant’s right, if any, to designate the items against
which any


 


73

















 


payments made by Tenant are to be credited,
and Tenant agrees that Landlord may apply any payments made by Tenant to any
items it sees fit, irrespective of and notwithstanding any designation or
request by Tenant as to the items against which any such payments shall be
credited.


 


41.08                     All
Schedules and Exhibits referred to in this Lease are hereby incorporated in
this Lease by reference.


 


41.09                     The
covenants, conditions and agreements contained in this Lease shall bind and
inure to the benefit of Landlord and Tenant and their respective heirs,
distributees, executors, administrators, successors, and except as otherwise
provided in this Lease, their assigns.


 


41.10                     Tenant
hereby acknowledges that in order to avoid delay, this Lease has been prepared
and submitted to Tenant for signature with the understanding that it shall not
be deemed an offer by Landlord or bind Landlord unless and until it is executed
and delivered by Landlord.


 


41.11                     The exterior
walls of the Building, the portions of any window sills outside the windows and
the windows are not part of the premises demised by this Lease and Landlord
reserves all rights to such parts of the Building.


 


41.12                     Whenever
either party shall be liable to the other party for damages hereunder, due to
its or its agents’, employees’ or servants’ negligence or otherwise, in
addition to any other limitation on such liability set forth herein same shall
be limited to the amount of insurance proceeds actually paid by the liable
party’s liability insurance carrier with respect to and on account of such
liability, plus the amount of any deductible.


 


41.13                     Upon the
expiration or sooner termination of this Lease or upon the closure of Tenant’s
operations in the demised premises or upon the sale or other disposition of all
or any part of the Building or land thereunder by Landlord, Tenant shall, at
its sole cost and expense, comply with all applicable provisions of the New
Jersey Industrial Site Recovery Act (and all amendments and successors thereto)
to obtain a letter of non-applicability within three months after the
Expiration Date confirming that Tenant is not an industrial establishment) with
respect to the demised premises and any other portion of the Property affected
by Tenant’s operations.  Tenant shall
indemnify and hold harmless Landlord and any holder of a Superior Instrument,
and its and their respective partners, joint venturers, directors, officers,
agents, servants and employees from and against any loss, damage, liability,
cost, claim or expense (including reasonable attorneys’ fees) arising from or
in connection with Tenant’s failure to so comply with all such provisions.


 


41.14                     This Lease
constitutes the entire agreement of the parties with respect to the matters
hereof, and may not be modified except by a written instrument executed by
Landlord and Tenant.


 


41.15                     (a)                                  Tenant represents
and warrants that to its actual knowledge (a) Tenant and each person or
entity owning an interest in Tenant is (i) not currently identified on the
Specially Designated Nationals and Blocked Persons List maintained by the
Office of Foreign Assets Control, Department of the Treasury (“OFAC”)
and/or on any other similar list maintained by OFAC pursuant to any authorizing
statute, executive order or regulation (collectively, the


 


74

















 


“List”), and (ii) not a person or
entity with whom a citizen of the United States is prohibited to engage in
transactions by any trade embargo, economic sanction , or other prohibition of
United States law, regulation, or Executive Order of the President of the
United States, (b) none of the funds of Tenant have been derived from any
unlawful activity with the result that the investment in Tenant is prohibited
by law or that this Lease is in violation of law, and (e) Tenant has
implemented procedures, and will consistently apply those procedures, to ensure
that the foregoing representations and warranties remain true and correct at
all times.  The term “Embargoed Person”
means any person, entity or government subject to trade restrictions under U.S.
law, including but not limited to, the International Emergency Economic Powers
Act, 50 U.S.C. §1701 et seq., The
Trading with the Enemy Act, 50 U.S.C. App. 1 et
seq., and any Executive Orders or regulations promulgated thereunder
with the result that the investment in Tenant is prohibited by law or Tenant is
in violation of law.


 


(b)                                 Tenant
covenants and agrees (a) to comply with all Legal Requirements relating to
money laundering, anti-terrorism, trade embargos and economic sanctions, now or
hereafter in effect, (b) to immediately notify Landlord in writing if any
of the representations, warranties or covenants set forth in this paragraph or
the preceding paragraph are no longer true or have been breached or if Tenant
has a reasonable basis to believe that they no may no longer be true or have
been breached, (c) not to use funds from any “Prohibited Person”
(as such term is defined in the September 24, 2001 Executive Order
Blocking Property and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism) to make any payment due to Landlord
under this Lease and (d) at the request of Landlord, to provide such
information as may be requested by Landlord to determine Tenant’s compliance
with the terms hereof.


 


(c)                                  Tenant
hereby acknowledges and agrees that Tenant’s inclusion on the List at any time
during the Term shall be a material default of this Lease.  Notwithstanding anything herein to the
contrary, Tenant shall not permit the Premises or any portion thereof to be
used or occupied by any person or entity on the List or by any Embargoed Person
(on a permanent, temporary or transient basis), and any such use or occupancy
of the demised premises by any such person or entity shall be a material
default of this Lease.


 


In connection with this Lease or any proposed assignment of this Lease
or sublease, Tenant shall provide to Landlord the names of the persons holding
an ownership interest in Tenant or any proposed assignee or sublessee, as
applicable, for purposes of compliance with Presidential Executive Order 13224
(issued September 24, 2001), as amended.


 


ARTICLE 42


 


2nd FLOOR EXPANSION OPTION


 


42.01                     Within 120
days after the date of this Lease (the “2nd Floor Notice Date”), and
provided that (i) this Lease shall be in full force and effect and (ii) there
shall not then be existing a monetary or material, non-monetary default under
this Lease, Tenant shall have the one-time option (the “2nd Floor Expansion
Option”) to lease the portion of the 2nd floor of the Building
substantially as shown hatched on the plan annexed hereto as Schedule I
(the “2nd Floor Expansion Space”), which for purposes of this Lease,
contains 31,037 rentable square feet, in


 


75

















 


accordance with the provisions of this Article 42.  The leasing of the 2nd Floor Expansion Space
shall be for a term that shall expire on the Expiration Date (as the same may
be extended) and otherwise upon all of the terms and conditions contained in
this Lease (including the same Rent Commencement Date as the demised premises),
except as otherwise provided in this Article 42.


 


42.02                     Tenant may
exercise the 2nd Floor Expansion Option by notice to Landlord (the “2nd
Floor Expansion Notice”) given on or before the 2nd Floor Notice Date (time
being of the essence with respect to Tenant’s obligation to exercise the 2nd
Floor Expansion Option by such date).  If
(i) Tenant shall timely exercise the 2nd Floor Expansion Option in the
manner set forth above and (ii) the conditions described in Section 42.01(i) and
(ii) are satisfied, then on the date (the “2nd Floor Expansion Space
Commencement Date”) on which Landlord delivers possession of the 2nd Floor
Expansion Space to Tenant, vacant, free of occupants and free and clear of any
and all rights of any other tenants or occupants of the Building (except that
Tenant will grant the prior tenant of the 2nd Floor Expansion Space certain access rights as
set forth below), the 2nd Floor Expansion Space automatically shall be deemed
to be and shall be added to and form part of the demised premises under this
Lease except (A) the basic annual rent for the 2nd Floor Expansion Space
shall be payable as follows:


 


	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Basic

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Annual per

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Rentable

  	
   

  
	
   

  	
   

  	
  Basic Annual

  	
   

  	
   

  	
   

  	
  Square Foot

  	
   

  
	
  Period

  	
   

  	
  Rent

  	
   

  	
  Monthly Rent

  	
   

  	
  Rent

  	
   

  
	
  Rent Commencement Date through the last day
  of the month in which the fifth anniversary of the Rent Commencement occurs

  	
   

  	
  $

  	
  1,070,776.50

  	
   

  	
  $

  	
  89,231.38

  	
   

  	
  $

  	
  34.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First day of the month following the month
  in which the fifth anniversary of the Rent Commencement Date occurs through
  the last day of the month in which the tenth anniversary of the Rent
  Commencement Date occurs

  	
   

  	
  $

  	
  1,163,887.50

  	
   

  	
  $

  	
  96,990.63

  	
   

  	
  $

  	
  37.50

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  First day of the month following the month
  in which the tenth anniversary of the Rent Commencement Date occurs through
  the Expiration Date

  	
   

  	
  $

  	
  1,256,998.50

  	
   

  	
  $

  	
  104,749.88

  	
   

  	
  $

  	
  40.50

  	
   

  



 


(B) the Common Area Tax Share and the Common Area Expense Share
shall each be 1.01% and Tenant’s Tax Share and Tenant’s Expense Share shall
each be 2.10%, (C) Landlord shall pay a cash work allowance to Tenant in
the maximum amount $1,489,776 in accordance with the provisions and procedures
set forth in Article 44, (D) Tenant shall accept the 2nd Floor
Expansion Space in its “as is” condition on the 2nd Floor Expansion Space
Commencement Date, Landlord shall not be obligated to perform Landlord’s Work
thereto, except that from and


 


76

















 


after the 2nd Floor Expansion Space Commencement Date Landlord shall
cause (i) the lawful demise of the 2nd Floor Expansion Space and the performance of
any other work required to separate any Building or other systems serving the 2nd Floor Expansion Space and other space so that
Tenant shall not be required to pay for services provided to other portions of
the Building, and (ii) perform the items of Landlord’s Work referred to in
Section 2.02(b)(iii) through (v) of this Lease, (E) Tenant
shall be entitled to an additional 19 parking spaces and (F) Tenant shall
deliver an additional security deposit commensurate with the security deposit
then being held by Landlord pursuant to Section 11.02(b).  If the 2nd Floor Expansion
Space Commencement Date does not occur within five (5) business days after
Landlord receives the 2nd Floor Expansion Notice, then the Rent
Commencement Date for the 2nd Floor Expansion Space shall be delayed by an
equal number of days commencing on such fifth (5th) business day through the day preceding
the actual 2nd Floor Expansion Space Commencement Date.  Tenant acknowledges that Landlord shall cause
the work referred to in subparagraph (D)(i) above to be performed by
AICPA, the prior tenant of the 2nd Floor Expansion Space, and Tenant shall afford
AICPA access to the 2nd Floor Expansion Space to perform such work,
without the same constituting a constructive eviction and without abatement of
rent or other liability to Tenant.  In
addition, if Tenant elects to have AICPA leave certain furniture and equipment
in the 2nd Floor Expansion Space, then Landlord may
deliver possession of such space to Tenant with such property left in place and
Tenant shall afford AICPA access to such space after the 2nd Floor Expansion Space to remove such furniture
and equipment.


 


42.03                     Tenant
acknowledges that the 2nd Floor Expansion Space is leased by AICPA and
that Landlord and AICPA have entered into an agreement whereby AICPA’s lease
with respect to the 2nd Floor Expansion Space shall terminate and
AICPA shall be required to vacate and surrender the 2nd Floor Expansion Space
upon notice from Landlord.  However,
except as set forth in Section 42.02, Landlord shall have
absolutely no liability to Tenant if AICPA fails to vacate and surrender the 2nd Floor Expansion Space
by any particular date, except that the 2nd Floor Expansion Space Commencement Date shall
not occur until Landlord delivers the 2nd Floor Expansion Space to Tenant.  Tenant waives any claim against Landlord
based upon Landlord’s failure to deliver the 2nd Floor Expansion Space by a particular date.


 


42.04                     If Tenant
fails timely to give the 2nd Floor Expansion Notice under this Article 42,
then (i) the 2nd Floor Expansion Option shall be null and void and of no
further force and effect and Landlord shall have no further obligation to lease
the 2nd Floor Expansion Space (or any portion thereof) to Tenant and (ii) Tenant
shall, as soon as reasonably practicable after demand by Landlord, execute an
instrument reasonably satisfactory to Landlord and Tenant confirming Tenant’s
waiver of, and extinguishing, the 2nd Floor Expansion Option pursuant to this Article 42.


 


42.05                     Promptly
after the occurrence of the 2nd Floor Expansion Space Commencement Date,
Landlord and Tenant shall confirm the occurrence thereof and the inclusion of
the 2nd Floor Expansion Space in the demised premises by executing an
instrument reasonably satisfactory to Landlord and Tenant; provided that
failure by Landlord or Tenant to execute such instrument shall not affect the
inclusion of the 2nd Floor Expansion Space in the demised premises in
accordance with this Article 42.


 


77














 


ARTICLE 43


 


SIGNAGE


 


43.01                     Provided
that Landlord maintains a directory in the lobby of the Building, Landlord
shall make available to Tenant, and consistent with other tenants’ rights in
the Building, at no charge to Tenant, Tenant’s pro-rata share of said directory
for the listing of Tenant’s name and the names of any of the officers or
employees of Tenant located in the Building and/or the name of any permitted
subtenant or other occupant and the names of any of the officers or employees
thereof located in the Building; provided further, if said directory is an
electronic directory, Tenant may list an unlimited number of the aforementioned
names therein.


 


ARTICLE 44


 


TENANT ALLOWANCE


 


44.01                     (a)                                  Provided
this Lease is in full force and effect and Tenant is not then in monetary or
material, non-monetary default under this Lease beyond any applicable notice
and cure periods, Landlord, in consideration of Tenant’s acceptance of the
demised premises in “as is” condition (subject to the performance of Landlord’s
Work) and in accordance with the procedures set forth below, shall pay toward
the cost of Tenant’s Initial Work, up to an amount equal to the Initial
Premises Allowance for Hard Costs (as hereinafter defined) and Soft Costs (as
hereinafter defined); provided,
that Landlord not be required to pay from the Initial Premises Allowance for
Soft Costs to the extent such Soft Costs exceed 15% of the Initial Premises
Allowance (the “Initial Premises Soft Costs Maximum”).  Landlord shall pay the Initial Premises Allowance
to the contractors, subcontractors and other professionals performing Tenant’s
Initial Work (it being understood that in no event shall Landlord be obligated
to expend any amounts (x) in excess of the Initial Premises Allowance or (y) for
Soft Costs in excess of the Initial Premises Soft Costs Maximum).  Tenant shall pay all costs of Tenant’s
Initial Work in excess of the Initial Premises Allowance.  Tenant shall have up to two years following
the Rent Commencement Date to use the Initial Premises Allowance in accordance
with this Article 44, and if such monies are not spent by such
date, then Tenant shall have no further rights or claims against Landlord for
the Initial Premises Allowance.


 


(b)                                 “Hard
Costs” means the costs of labor and materials paid for the installation of
fixtures, improvements and appurtenances attached to or built into the premises
initially demised hereunder, but not including the installation of movable
partitions, business and trade fixtures, machinery, equipment, furniture, furnishings
and other articles of personal property.


 


(c)                                  “Soft
Costs” means the costs, other than Hard Costs, paid in connection with the
preparation of the premises initially demised hereunder for Tenant’s occupancy,
including, but not limited to, moving and relocation expenses and fees and
expenses of architects, engineers, construction, telecommunication and other
consultants.


 


(d)                                 Landlord
shall pay the Initial Premises Allowance from time to time during the progress
of Tenant’s Initial Work (but not more than once per month) within 30 days


 


78

















 


after receipt from Tenant of (i) supporting
documentation therefor approved by Tenant, accompanied by a certification of
the architect supervising the work (for work covered by such architect’s
design), stating that the portion of the work for which Tenant is applying for
payment has been completed substantially in accordance with the plans and
specifications approved by Landlord, (ii) itemized bills for labor and
materials constituting portions of Tenant’s Initial Work submitted by the
contractors, suppliers or consultants of the services or materials rendered
(and where Tenant elects to be reimbursed, such bills shall have been marked “paid”
by the contractor, supplier or consultant), and (iii) waivers of liens
evidencing the payment for any prior work performed and materials supplied for
which Tenant previously applied for payment, executed and acknowledged by the
contractors, suppliers and consultants which are entitled by statute to file
mechanics liens.  Notwithstanding
anything to the contrary contained in this paragraph (d), if, at the time
Landlord’s payment is required to be made, Tenant is in arrears in the payment
of basic annual rent or additional rent, then Landlord may offset the amount of
such arrearages against the payment due from Landlord under this paragraph
(d).  If there shall be existing a
default hereunder at the time Tenant makes application for payment under this
paragraph (d), Landlord shall advise Tenant and if Tenant shall cure the same,
Tenant shall have the right to reapply to Landlord for payments due Tenant
under this paragraph (d).


 


ARTICLE 45


 


OPTION TO RENEW


 


45.01                     Provided
that (i) this Lease shall be in full force and effect as of the date of
the Renewal Notice (as hereinafter defined) and as of the Expiration Date, (ii) there
shall not then be existing a monetary or material, non-monetary default under
this Lease which continues after notice and the expiration of applicable cure periods
and (iii) Tenant (including any permitted assignee of Tenant and Tenant’s
affiliates) shall be in occupancy of at least 75% of the rentable area of the
demised premises on the date of the Renewal Notice and upon the commencement of
the Renewal Term, Tenant shall have one option to extend the Term of this Lease
for the Renewal Term commencing on the day after the Expiration Date.  Such option shall be exercisable by written
notice (the “Renewal Notice”) to Landlord given not earlier than
eighteen (18) months and not later than fifteen (15) months prior to the
Expiration Date (time being of the essence). 
Notwithstanding the foregoing, Landlord, in its sole discretion, may
waive any default by Tenant and no such default may be used by Tenant to negate
the effectiveness of Tenant’s exercise of this option.  The renewal option may be exercised with
respect to (a) the entire demised premises (as then constituted), or (b) the
entire third floor only, or (c) the entire third floor and any of
the following blocks of space:  the 2nd Floor Expansion
Space, the 6th Floor Expansion Space and/or any Offer Space,
provided that the applicable space has then been leased by Tenant pursuant to
the applicable provisions of this Lease. 
If Tenant sends a Renewal Notice but fails to specify whether Tenant is
exercising the renewal option with respect to the entire demised premises or
with respect to only a portion of the demised premises, Tenant shall be deemed
to have exercised the renewal option for the entire demised premises. The
Renewal Term shall constitute an extension of the Term of this Lease and shall
be upon all of the same terms and conditions as the existing Term, except that (A) there
shall be no further option to renew the Term of this Lease, (B) Landlord
shall not be required to furnish any materials or perform any work to prepare
the demised premises for Tenant’s continued occupancy and Landlord shall not be
required to reimburse or provide Tenant any tenant improvement


 


79

















 


allowance for any alterations made or to be
made by Tenant, and (C) the basic annual rent for the Renewal Term shall
be payable at a rate per annum equal to the Fair Offer Rental of the demised
premises (or the applicable portion thereof) as of the first day of the Renewal
Term.  During the Renewal Term, all
Additional Rent that Tenant is obligated to pay under Article 3 of
this Lease during the existing Term hereof shall continue without interruption
or further adjustment, it being the intention of the parties hereto that the
Renewal Term shall be deemed a part of and continuation of the existing Term of
this Lease.  If Tenant exercises the
renewal option for less than all of the demised premises, Tenant’s obligations
under Article 3 and the Parking Spaces made available to Tenant
shall each be proportionately reduced to reflect the square footage contained
in the portion of the demised premises that is the subject of the Renewal
Notice.  “Fair Offer Rental”, for
purposes of this Article 45, means the basic annual rent that a
willing tenant would pay pursuant to a direct lease and a willing landlord
would accept for the demised premises for a renewal term pursuant to a direct
lease for the Renewal Term, determined on the basis of then current prevailing
rent in the Building and comparable first-class office buildings in the
vicinity of the Building, for comparable space on a direct lease basis, taking
into account all relevant factors, whether favorable to Landlord or Tenant,
including that the existing base years under Article 3 and the
continuing obligation to pay Tax and Operating Expense escalations will remain
unchanged, whether or not Landlord is obligated to pay a work allowance or
brokerage commissions, and whether or not Landlord is obligated to grant any
other economic concessions to Tenant, and the other matters described above.


 


45.02                     If Tenant
has given the Renewal Notice in accordance with Section 45.01, the
parties shall endeavor to agree upon the Fair Offer Rental of the demised premises
(or the applicable portion thereof), as of the commencement date of the Renewal
Term.  In the event that the parties are
unable to agree upon the Fair Offer Rental for the Renewal Term within nine
months prior to the first day of the Renewal Term then the same shall be
determined as follows.  Landlord, at
Tenant’s request, which shall be within 30 days, shall notify Tenant of
Landlord’s determination of the Fair Offer Rental, which shall constitute the
maximum that Landlord can claim is the Fair Offer Rental of the demised
premises for the Renewal Term in any arbitration thereof (“Landlord’s
Maximum Determination”).  Within 30
days after Landlord shall have given Tenant Landlord’s Maximum Determination
(time being of the essence), Tenant shall notify Landlord whether Tenant
disputes Landlord’s Maximum Determination and, if Tenant disputes Landlord’s
Maximum Determination, Tenant shall set forth in such notice Tenant’s good
faith determination of the Fair Offer Rental of the demised premises for the
Renewal Term, which shall constitute the minimum that Tenant can claim is the
Fair Offer Rental for the demised premises for the Renewal Term in any
arbitration thereof (“Tenant’s Minimum Determination”).  If Tenant fails to dispute Landlord’s Maximum
Determination or to set forth Tenant’s Minimum Determination within the time
period set forth above (time being of the essence), then Tenant shall be deemed
to have accepted Landlord’s Maximum Determination as the Fair Offer Rental.


 


45.03                     If Tenant
disputes Landlord’s determination of Fair Offer Rental, and Landlord and Tenant
fail to agree as to the amount thereof within 30 days after the giving of
Tenant’s notice, then the dispute shall be resolved by arbitration as set forth
below.  If the dispute shall not have
been resolved on or before the first day of the Renewal Term, then pending such
resolution, Tenant shall pay, as basic annual rent for the Renewal Term, an
amount equal to the average of Landlord’s Maximum Determination and Tenant’s
Minimum Determination.  If such
resolution


 


80

















 


shall be in favor of Tenant, then within 30
days after the final determination of Fair Offer Rental, Landlord shall refund
to Tenant any overpayment.  If such
resolution shall be in favor of Landlord, then within 30 days after the final
determination of Fair Offer Rental, Tenant shall pay to Landlord any
underpayment.  Any dispute as to Fair
Offer Rental shall be determined as follows. 
An independent senior officer of a recognized New Jersey leasing
brokerage firm (the “Baseball Arbitrator”) shall be selected and paid
for jointly by Landlord and Tenant.  If
Landlord and Tenant are unable to agree upon the Baseball Arbitrator, then the
same shall be designated by the AAA.  The
Baseball Arbitrator selected by the parties or designated by the AAA shall not
have been employed by Landlord or Tenant during the previous five year period
and shall have at least ten years experience in (i) the leasing of office
space in Jersey City, New Jersey, or (ii) the appraisal of first class
office buildings in the immediate vicinity of the Building.  Landlord and Tenant shall each submit to the
Baseball Arbitrator and to the other its determination of the Fair Offer Rental
for the Renewal Term, as set forth above. 
The Baseball Arbitrator shall determine which of the two rent
determinations more closely represents the Fair Offer Rental for the Renewal
Term, taking into account the factors described above.  Landlord and Tenant shall each be permitted
to submit documentary evidence to the Baseball Arbitrator.  The Baseball Arbitrator may not select any
other rental value for the Renewal Term other than one submitted by Landlord or
Tenant.  The determination of the
Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve
as the basic annual rent payable for the Renewal Term.  After a determination has been made of the
Fair Offer Rental, the parties shall execute and deliver an instrument setting
forth the basic annual rent for the Renewal Term, but the failure to so execute
and deliver any such instrument shall not affect the determination of such
basic annual rent in accordance with this Article 45.


 


45.04                     If Tenant
exercises the renewal option for a portion of the demised premises, then prior
to the commencement of the Renewal Term, Tenant, at its expense, shall (i) remove
any internal staircase and seal the slab between either the lowest or the
highest floor of the Building that Tenant shall continue to lease during the
Renewal Term and the contiguous floor that Tenant shall not lease during the
Renewal Term and (ii) perform any work necessary to separate any Building
Systems or shared facilities that existed between portions of the demised
premises to enable the portion of the demised premises that Tenant shall no
longer lease during the Renewal Term to function as an independent leasable
unit.


 


ARTICLE 46


 


RIGHT OF FIRST OFFER


 


46.01                     (a)                                  As used
herein:


 


“Available” means, as to any Offer Space (as hereinafter
defined) that such Offer Space is vacant and free of any present or future
possessory right now existing in favor of any third party.  Notwithstanding the foregoing, such Offer
Space shall not be deemed Available and Landlord shall not be obligated to
notify Tenant of the Availability of such Offer Space (i) if Landlord is
negotiating an extension of a lease or a new direct lease with an existing
tenant, subtenant or other occupant of such space, and Landlord shall be free
to enter into any such extension or new direct lease or (ii) if Landlord
enters into an early termination agreement with an existing tenant of any
portion of such Offer Space and leases the Offer Space that is the


 


81

















 


subject of such early termination agreement to one or more third
parties or initially leases such Offer Space to one or more third parties after
the scheduled expiration of the term of the lease with an existing tenant of
the Offer Space.


 


“Offer Space” means (i) any portion of the 2nd floor of the Building which becomes Available
(the “2nd Floor Offer Space”), other than the 2nd Floor Expansion Space if Tenant exercises the
2nd Floor Expansion Option and (ii) the block
of space comprising a portion of the 4th floor of the Building, as shown hatched on the
plan annexed hereto as Schedule K, which, for purposes of this Lease,
contains 27,856 rentable square feet in the aggregate (the “4th Floor Offer Space”).  If Tenant fails to exercise Tenant’s Offer
Space Option (as hereinafter defined) for the 4th Floor Offer Space, however, then Tenant’s
Offer Space Option for the 2nd Floor Offer Space only shall automatically be
extinguished and null and void, and Landlord shall have the right to lease the
2nd Floor Offer Space to any third party tenant.


 


(b)                                 Provided that
(i) this Lease shall be in full force and effect, (ii) there shall
not be existing a monetary or material non-monetary default under this Lease
which continues after notice and the applicable cure period, and (iii) Tenant
(including any permitted assignee of Tenant and Tenant’s affiliates) shall be
in occupancy of at least 75% of the rentable area of the demised premises,
Landlord shall give to Tenant notice (an “Offer Notice”) when all or any
portion of the Offer Space becomes, or Landlord reasonably anticipates that
such portion of the Offer Space will become, Available (it being understood
that Landlord shall offer to Tenant all, and not less than all, of the Offer
Space that becomes Available at any one time), specifying (A) the location
and square footage of the Offer Space, and (B) the date or estimated date
that the Offer Space shall become Available (the “Anticipated Inclusion Date”).


 


(c)                                  Provided
that on the date that Tenant exercises the Offer Space Option and on the Offer
Space Inclusion Date (as hereinafter defined) (i) this Lease shall be in
full force and effect, (ii) Tenant shall not be in monetary or material,
non-monetary default under this Lease beyond any applicable notice and cure
period, and (iii) Tenant (including any permitted assignee of Tenant and
Tenant’s affiliates) shall be in occupancy of at least 75% of the rentable area
of the demised premises, Tenant shall have the one-time option for each portion
of the Offer Space that is the subject of an Offer Notice (the “Offer Space
Option”), exercisable by notice (the “Acceptance Notice”) given to
Landlord on or before the date that is ten business days after the giving of
the Offer Notice (time being of the essence) to include the Offer Space (but
not less than all of said Offer Space) in the demised premises for the balance
of the Term of this Lease (and any renewals). 
Notwithstanding the foregoing, Landlord, in its sole discretion, may
waive any default by Tenant and no such default may be used by Tenant to negate
the effectiveness of Tenant’s exercise of the Offer Space Option.  Upon receipt of Tenant’s Acceptance Notice,
Landlord shall, within 15 days, provide Landlord’s determination of the Fair
Offer Rental for such Offer Space, which shall constitute the maximum thereof
Landlord can claim as the Fair Offer Rental for such space in any arbitration
thereof (“Landlord’s Maximum Offer Determination”).  “Fair Offer Rental”, for the purposes
of this Article 46, means the basic annual rent that a willing
tenant would pay for the Offer Space pursuant to a direct lease and a willing
landlord would accept for the Offer Space, pursuant to a direct lease,
determined on the basis of then-current prevailing rent in the Building for
comparable space on a direct lease basis, taking into account all relevant
factors (including the concessions described in Section 46.01(d) below),
whether favorable to Landlord or Tenant. 
Tenant shall notify Landlord, within twenty (20) days


 


82

















 


after receipt of Landlord’s Maximum Offer
Determination (time being of the essence), whether Tenant accepts or disputes
Landlord’s Maximum Offer Determination, and if Tenant disputes Landlord’s
Maximum Offer Determination, such notice shall set forth Tenant’s good faith
determination of the Fair Offer Rental for such Offer Space, which shall
constitute the minimum that Tenant can claim as the Fair Offer Rental for such
space in any arbitration thereof (“Tenant’s Minimum Offer Determination”).  If Tenant fails to object to Landlord’s
Maximum Offer Determination and to set forth therein Tenant’s Minimum Offer
Determination, then Tenant shall be deemed to have accepted Landlord’s Maximum
Offer Determination as the Fair Offer Rental for such Offer Space.


 


(d)                                 If Tenant
timely delivers the Acceptance Notice, then, on the date on which Landlord
delivers vacant possession of the Offer Space to Tenant (the “Offer Space
Inclusion Date”), the Offer Space shall become part of the demised
premises, upon all of the terms and conditions set forth in this Lease, except (i) basic
annual rent shall be equal to the Fair Offer Rental, (ii) the Common Area
Tax Share, Tenant’s Tax Share, Tenant’s Expense Share and the Common Area
Expense Share shall be increased to a percentage equal to the Common Area Tax
Share, Tenant’s Tax Share, Tenant’s Expense Share and the Common Area Expense
Share, respectively, plus a fraction, the numerator of which is the number of
square feet in the Offer Space and the denominator of which is the applicable
square footage set forth in Article 3 of this Lease, (iii) Landlord
shall not be required to perform any work, or render any services to make the
Building, Plaza II or the Offer Space ready for Tenant’s use or occupancy
(except as may otherwise be set forth in the Offer Notice), and Tenant shall
accept the Offer Space in its “as is” condition on the Offer Space Inclusion
Date, and, at its expense, shall cause the Offer Space to be legally demised
and separated from the balance of the floor, (iv) Tenant shall be entitled
to a credit against basic annual rent for the Offer Space equal to ten months
of basic annual rent payable therefor multiplied by a fraction, the numerator
of which is the number of months remaining in the Term of this Lease commencing
on the Offer Space Inclusion Date and the denominator of which is 190; (v) Tenant
shall be entitled to a cash work allowance, to be administered in accordance
with Article 44, in the maximum amount of $48 per rentable square
foot of the Offer Space multiplied by a fraction, the numerator of which is the
number of months remaining in the Term of this Lease and the denominator of
which is 190; and (vi) as may be otherwise set forth in the Offer
Notice.  Notwithstanding the foregoing,
if as of the Offer Space Inclusion Date, the net worth of Tenant is less than
the net worth of Tenant on the date of this Lease, then the provisions of
clauses (iv) and (v) above shall be inapplicable but the fact that
Landlord does not offer Tenant a credit against basic annual rent or a cash
work allowance for the Offer Space shall be taken into account in determining
Fair Offer Rental.


 


(e)                                  If in the
Acceptance Notice Tenant disputes Landlord’s determination of Fair Offer
Rental, and Landlord and Tenant fail to agree as to the amount thereof within
30 days after the giving of the Acceptance Notice, then the dispute shall be
resolved by arbitration before a Baseball Arbitrator in the same manner as a
dispute involving Fair Offer Rental pursuant to Section 45.03 of
this Lease, except that the Baseball Arbitrator shall be instructed to
determine the Fair Offer Rental in accordance with Section 46.01(c) above.  The Baseball Arbitrator must select either
Landlord’s determination of the Fair Offer Rental or Tenant’s determination of
the Fair Offer Rental.  If the dispute
shall not have been resolved on or before the Offer Space Inclusion Date, then
pending such resolution, Tenant shall pay, as basic annual rent for the
applicable Offer Space, an amount equal to Landlord’s Maximum Offer
Determination.  If such


 


83

















 


resolution shall be in favor of Tenant, then
within 30 days after the final determination of Fair Offer Rental, Landlord
shall refund to Tenant any overpayment.


 


(f)                                    If Landlord
is unable to deliver possession of the Offer Space to Tenant for any reason on
or before the date on which Landlord anticipates that the Offer Space shall be
Available as set forth in the Offer Notice, the Offer Space Inclusion Date
shall be the date on which Landlord is able to so deliver possession and
Landlord shall have no liability to Tenant therefor and this Lease shall not in
any way be impaired.  This Section 46.01(f) constitutes
“an express provision to the contrary” for purposes of any applicable Legal
Requirements now or hereafter in effect. 
Landlord shall take commercially reasonable action (including the
institution of a holdover proceeding) to obtain possession of the Offer Space
if the existing occupant of such Offer Space holds over. Notwithstanding the
foregoing, if Landlord is unable to deliver the applicable Offer Space to
Tenant within six (6) months after the Anticipated Inclusion Date, Tenant,
upon notice to Landlord given within fifteen (15) days after the expiration of
such six (6) month period (as to which time shall be of the essence and
unless the Offer Space Inclusion Date shall have occurred prior to the giving
of such notice), may withdraw the Acceptance Notice and, in such event, such
Offer Space shall not become part of the demised premises and Tenant shall be
relieved of its obligations with respect to such Offer Space, provided that
Tenant’s withdrawal of the Acceptance Notice shall not affect Tenant’s rights
under this Article 46 with respect to Offer Space that was not the
subject of the particular Acceptance Notice.


 


(g)                                 If Tenant
fails timely to give the Acceptance Notice, then (i) Landlord may enter
into one or more leases of the Offer Space with third parties on such terms and
conditions as Landlord shall determine, the Offer Space Option with respect to
such Offer Space shall be null and void and of no further force and effect and
Landlord shall have no further obligation to offer such Offer Space to Tenant,
but shall have no effect on any Offer Space not yet offered by Landlord to
Tenant and (ii) Tenant shall, as soon as reasonably practicable after
demand by Landlord, execute an instrument reasonably satisfactory to Landlord
confirming Tenant’s waiver of, and extinguishing, the Offer Space Option with
respect to such Offer Space, but the failure by Tenant to execute any such
instrument shall not affect the provisions of clause (i) above.


 


(h)                                 Promptly
after the determination of the Fair Offer Rental and again after the occurrence
of the Offer Space Inclusion Date, Landlord and Tenant shall confirm the
occurrence and terms thereof and the inclusion of the Offer Space in the
demised premises by executing an instrument reasonably satisfactory to Landlord
and Tenant; provided, that the
failure by Landlord or Tenant to execute such instrument shall not affect the
inclusion of the Offer Space in the demised premises in accordance with this Article 46.


 


ARTICLE 47


 


ANTENNA


 


47.01                     Tenant shall
have the right to install, maintain and operate (for the exclusive use of
Tenant and any permitted subtenants) on the available space on the roof of the
Building, the location of which shall be mutually agreeable to Landlord and
Tenant, at Tenant’s sole cost and expense, one antenna and support equipment
not to exceed three feet in diameter in the aggregate


 


84

















 


(hereinafter collectively referred to as the “Installations”),
subject to all of the terms, covenants and conditions of this Lease (including Article 6),
and subject to Landlord’s prior written approval as to weight and method of
attachment.  Landlord’s approval shall
also be required for modifications to, and the removal of, the
Installations.  Landlord shall in its
sole discretion, designate the location of all passageways required for access
to the roof for personnel.  In connection
with Tenant’s installation, maintenance and operation of its Installations,
Tenant shall comply with all Legal Requirements and shall procure, maintain and
pay for all permits and licenses required therefor, including all renewals thereof.  The parties agree that Tenant’s use of the
roof of the Building is a non-exclusive use and Landlord may permit the use of
any other portion of the roof to any other person, firm or corporation for any
use, including the installation of other antennas, generators and/or
communications systems.  Tenant shall
ensure that its use of the roof does not impair such other person’s, firm’s or
corporation’s data transmission and reception via their respective antennas and
support equipment, if any.  Landlord shall
not enforce the provisions of the preceding sentence against Tenant in a
discriminatory manner.  Landlord shall
take commercially reasonable action to ensure that the Building’s other tenants
use of the roof shall not impair Tenant’s data transmission and reception via
their respective antennas and support equipment, if any, if Tenant notifies
Landlord of such impairment.  Tenant, at
its sole cost and expense, shall install any screening device requested by
Landlord at any time to ensure that the Installations cannot be viewed or seen
by the public and, if such screening device is installed, it shall be deemed to
be an Installation under this clause.


 


47.02                     In no event
shall the maximum level of emissions from the Installations exceed a
proportionate portion of the total emissions allowable for the Building under
applicable Legal Requirements, taking into account the number of rooftop
installations at the Building.


 


47.03                     Tenant shall
pay for all electrical service required for Tenant’s use of the Installations
in accordance with Article 4 of this Lease.  Tenant shall be responsible for connecting
the Installations and the demised premises by core drilling and installing a
conduit in the Building risers referred to in Section 21.05.


 


47.04                     Tenant, at
Tenant’s sole cost and expense, shall promptly repair any and all damage to the
roof of the Building and to any part of the Building caused by or resulting
from the installation, maintenance and repair, operation or removal of the
Installations erected or installed by Tenant pursuant to the provisions of this
Article 47.  Tenant further
covenants and agrees that the Installations and any related equipment erected
or installed by Tenant pursuant to the provisions of this Article 47
shall be erected, installed, repaired, maintained and operated by Tenant at the
sole cost and expense of Tenant and without charge, cost or expense to
Landlord.


 


47.05                     The
Installations and related equipment installed by Tenant pursuant to the
provisions of this Article 47 shall be Tenant’s Property, and, upon
the expiration or earlier termination of the Term of this Lease shall be
removed by Tenant, at Tenant’s sole cost and expense and Tenant shall repair
any damage to the roof of the Building, or any other portion or portions of the
Building caused by or resulting from said removal.


 


47.06                     Landlord, at
Tenant’s expense, may require Tenant to relocate the Installations and related
equipment to another portion of the roof where reception is comparable upon
thirty


 


85

















 


(30) days’ notice to Tenant or to remove the
Installations if their existence would constitute a violation of any Legal
Requirements.


 


ARTICLE 48


 


6TH FLOOR EXPANSION OPTION


 


48.01                     Provided
that (i) this Lease shall be in full force and effect, (ii) there
shall not then be existing a monetary or material, non-monetary default under
this Lease and (iii) Tenant (including any permitted assignee of Tenant
and Tenant’s affiliates) shall be in occupancy of at least 75% of the rentable
area of the demised premises, Tenant shall have the one-time option (the “6th
Floor Expansion Option”) to lease the portion of the 6th floor of the
Building substantially as shown hatched on the plan annexed hereto as Schedule
J (the “6th Floor Expansion Space”), which for purposes of this
Lease contains 23,086 rentable square feet, in accordance with the provisions
of this Article 48.  The
leasing of the 6th Floor Expansion Space shall be for a term that shall expire
on the Expiration Date (as the same may be extended) and otherwise upon all of
the terms and conditions contained in this Lease, except as otherwise provided
herein.  The basic annual rent for the
6th Floor Expansion Space shall be payable at a rate equal to the Fair Offer
Rental (as defined in Article 46), determined at the time and in
the manner hereafter set forth.


 


48.02                     Landlord
represents that the existing lease of the 6th Floor Expansion Space expires on May 31,
2010.  Tenant may exercise the Expansion
Option by delivery of written notice to Landlord (the “6th Floor Expansion
Notice”) given on or before May 31, 2009 (time being of the essence
with respect to Tenant’s obligation to exercise the 6th Floor Expansion Option
by such date).  Tenant’s 6th Floor
Expansion Notice shall set forth Tenant’s good faith determination of the Fair
Offer Rental for the 6th Floor Expansion Space, which shall constitute the
minimum that Tenant can claim as the Fair Offer Rental for the 6th Floor
Expansion Space in any arbitration thereof (“Tenant’s 6th Floor Expansion
Space Minimum Determination”).  If
Landlord disputes Tenant’s 6th Floor Expansion Space Minimum Determination,
Landlord shall promptly notify Tenant by delivering a notice, which shall set
forth Landlord’s good faith determination of the Fair Offer Rental of the 6th
Floor Expansion Space, which shall constitute the maximum thereof Landlord can
claim as the Fair Offer Rental of the 6th Floor Expansion Space in any
arbitration thereof (“Landlord’s 6th Floor Expansion Space Maximum
Determination”).


 


48.03                     If (i) Tenant
shall timely exercise the 6th Floor Expansion Option in the manner set forth
above and (ii) the conditions described in Section 48.01(i) through
(iii) continue to be satisfied, then on the date (the “6th Floor
Expansion Space Commencement Date”) on which Landlord delivers possession
of the 6th Floor Expansion Space to Tenant, vacant, free of occupants and free
and clear of any and all rights of any other tenants or occupants of the
Building, the 6th Floor Expansion Space automatically shall be deemed to be and
shall be added to and form part of the demised premises under this Lease except
(A) the basic annual rent for the 6th Floor Expansion Space shall be
determined as set forth herein, (B) the Common Area Tax Share and the
Common Area Expense Share shall each be .75% and Tenant’s Tax Share and Tenant’s
Expense Share shall each be 1.56%, (C) Landlord shall pay a cash work
allowance to Tenant, to be administered in accordance with Article 44,
in the maximum amount of $1,108,128


 


86

















 


multiplied by a fraction, the numerator of
which is the number of months remaining in the Term of this Lease as of the 6th Floor Expansion Space
Commencement Date and the denominator of which is 190; (D) Tenant shall be
entitled to a credit against basic annual rent for the 6th Floor Expansion Space
equal to ten months of basic annual rent payable therefor multiplied by a
fraction, the numerator of which is the number of months remaining in the Term
of this Lease as of the 6th Floor Expansion Space Commencement Date and
the denominator of which is 190; (E) Tenant shall accept the 6th Floor
Expansion Space in its “as is” condition on the 6th Floor Expansion Space
Commencement Date, and Tenant, at its expense, shall lawfully demise the 6th Floor Expansion Space
in accordance with plans prepared by Tenant and approved by Landlord, and (F) Tenant
shall be entitled to 14 additional parking spaces.  Notwithstanding the foregoing, if as of the 6th Floor Expansion Space
Commencement Date, the net worth of Tenant is less than the net worth of Tenant
on the date of this Lease, then the provisions of clauses (C) and (D) above
shall be inapplicable but the fact that Tenant shall not receive a credit
against basic annual rent or a cash work allowance for the 6th Floor Expansion Space
shall be taken into account in determining Fair Offer Rental.


 


48.04                     If Tenant
shall duly exercise the 6th Floor Expansion Option as provided in this Article 48,
and the parties fail to agree upon the Fair Offer Rental within 30 days after
the date of Tenant’s 6th Floor Expansion Notice, then the dispute shall be
resolved by arbitration as set forth in Article 46.  If the dispute shall not have been resolved
on or before the 6th Floor Expansion Space Commencement Date, then pending such
resolution, Tenant shall pay, as basic annual rent for the 6th Floor Expansion
Space, an amount equal to Landlord’s 6th Floor Expansion Space Maximum
Determination.  If such resolution shall
be in favor of Tenant, then within 30 days after the final determination of
Fair Offer Rental, Landlord shall refund to Tenant any overpayment.


 


48.05                     If Landlord
is unable to deliver possession of the 6th Floor Expansion Space to Tenant for
any reason on or before the 6th Floor Expansion Space Commencement Date, the
effective date the 6th Floor Expansion Space shall be deemed to be part of the
Premises shall be the date on which Landlord is able to so deliver possession
and Landlord shall have no liability to Tenant therefor and this Lease shall
not in any way be impaired.  Landlord
shall take commercially reasonable action (including the institution of a
holdover proceeding) to obtain possession of the 6th Floor Expansion Space if the occupant of such
space holds over.  Notwithstanding the
foregoing, if Landlord is unable to deliver the 6th Floor Expansion Space to Tenant by February 28,
2011, Tenant, upon notice to Landlord given by March 15, 2011 (as to which
time shall be of the essence and unless the 6th Floor Expansion Space Commencement Date shall
have occurred prior to the giving of such notice), Tenant may withdraw the 6th Floor Expansion
Notice and, in such event, the 6th Floor Expansion Space shall not become part of
the demised premises and Tenant shall be relieved of its obligations with
respect to the 6th Floor Expansion Space.


 


48.06                     If Tenant
fails timely to give the 6th Floor Expansion Notice under this Article 48,
including under the circumstances described in Section 48.08, then (i) Landlord
may enter into one or more leases of the 6th Floor Expansion Space (or any
portion thereof) with third parties on such terms and conditions as Landlord
shall determine, (ii) the 6th Floor Expansion Option shall be null and
void and of no further force and effect and Landlord shall have no further
obligation to lease the 6th Floor Expansion Space (or any portion thereof) to
Tenant and


 


87

















 


(iii) Tenant shall, as soon as
reasonably practicable after demand by Landlord, execute an instrument
reasonably satisfactory to Landlord and Tenant confirming Tenant’s waiver of,
and extinguishing, the 6th Floor Expansion Option.


 


48.07                     Promptly
after the occurrence of the 6th Floor Expansion Space Commencement Date,
Landlord and Tenant shall confirm the occurrence thereof and the inclusion of
the 6th Floor Expansion Space in the demised premises by executing an
instrument reasonably satisfactory to Landlord and Tenant; provided that
failure by Landlord or Tenant to execute such instrument shall not affect the
inclusion of the 6th Floor Expansion Space in the demised premises in
accordance with this Article 48.


 


48.08                     Notwithstanding
anything in this Article 48 to the contrary, if Landlord
anticipates that the 6th Floor Expansion Space shall become Available (as
defined in Section 46.01) prior to May 31, 2010, then Landlord
may accelerate the 6th Floor Expansion Space Commencement Date by delivering a
notice to Tenant advising it of the accelerated 6th Floor Expansion Space
Commencement Date.  In such event,
Tenant, if it wishes to exercise such option, shall do so by delivering to
Landlord its 6th Floor Expansion Notice within ten (10) Business Days of
Landlord’s notice (time being of the essence with respect to Tenant’s
obligation to give the 6th Floor Expansion Notice by such date), and otherwise
in accordance with this Article 48.


 


88

















 


IN WITNESS WHEREOF,
Landlord and Tenant have respectively executed this Lease as of the day and
year first above written.


 


	
   

  	
  M-C PLAZA II & III
  L.L.C.

  
	
   

  	
  Landlord

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Realty, L.P., member

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Mack-Cali Realty Corporation, general

  
	
   

  	
  partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mitchell E. Hersh

  
	
   

  	
   

  	
  Mitchell E. Hersh

  
	
   

  	
   

  	
  President and Chief Executive

  
	
   

  	
   

  	
  Officer

  
	
   

  	
   

  
	
   

  	
  ARCH INSURANCE COMPANY

  
	
   

  	
  Tenant

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Dennis R. Brand

  
	
   

  	
   

  	
  Dennis R. Brand

  
	
   

  	
   

  	
  Executive Vice President & Chief

  
	
   

  	
   

  	
   

  	
  Administration Officer

  



 


89














 


SCHEDULE
A-1


 


Land


 


Deed description of a parcel of land situated near the northerly side
of Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southwesterly corner of the hereinafter described
parcel, said point being the following five (5) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the existing easterly side of Washington Street (80’ wide) and
running thence.


 


a.          Easterly along a curve
to the left having a radius of 3960.00 feet, and arc length of 820.22 feet
(chord which bears S 75° 06’ 44” E. 818.76 feet along the existing northerly
side of Christopher Columbus Drive (80’ wide) to a point on curve; thence


 


b.         N 08° 09’ 07” E 55.61
feet to a point; thence


 


c.          N 81° 50’ 53” W 40.01
feet to a point; thence


 


d.         N 08° 09’ 07” E 222.50
feet to a point; thence


 


e.          S 81° 50’ 53” E 40.01
feet to the point of beginning and running; thence


 


1.                                       N
08° 09’ 07” E 848.65 feet to a point; thence


 


2.                                       S
81° 50’ 53” E 279.85 feet to a point on curve; thence


 


3.                                       Southeasterly
along a curve to the right having a radius of 122.00 feet, an arc length
of  4.49 feet (chord which bears S 55° 25’
59” E 4.49 feet) to a point on curve; thence


 


4.                                       S
08° 04’ 32” W 48.67 feet to a point on curve, thence


 


5.                                       Southeasterly
along a curve to the right having a radius of 79.00 feet, an arc length of 2.45
feet (chord which bears S 37° 44’ 25” E 2.45 feet) to a point of tangency;
thence


 


6.                                       S
36° 51’ 10” E 62.62 feet to a point; thence


 


7.                                       S
08° 09’ 07” W 752.00 feet to a point; thence


 


8.                                       N
81° 50’ 53” W 329.99 feet to the point, the point and place of beginning.


 


Containing 276,651 square feet or 6.3510 acres.


 


1

















 


Being known as Lot 28 Block 10.


 


Subject to all easements, rights of way and agreements of record.


 


Subject to a roadway easement described as follows:


 


Beginning at the terminus of the first course of the original
description and running; thence


 


1.                                       S
81° 50’ 53” E 279.85 feet to a point on curve, thence


 


2.                                       Southeasterly
along a curve to the right having a radius of 122.00 feet, an arc length of
4.49 feet (chord which bears S 55° 25’ 59” E 4.49 feet) to a point on curve,
thence


 


3.                                       S
08° 04’ 32” W 48.67 feet to a point on curve; thence


 


4.                                       Northwesterly
along a curve to the left having a radius of 79.00 feet, an arc length of 59.60
feet (chord which bears N 60° 14’ 24” W 58.20 feet) to a point of tangency;
thence


 


5.                                       N
81° 51’ 10” W 214.05 feet to a point of curvature; thence


 


6.                                       Along
a curve to the left having a radius of 23.00 feet, an arc length of 17.41 feet
(chord which bears N 76° 27’ 45” W 17.00 feet) to a point of tangency; thence


 


7.                                       N
08° 09’ 07” E 35.54 feet to a point, the point or place of beginning containing
8,694 square feet or 0.1996 acres.


 


2

















 


SCHEDULE
A-1  [Plaza III]


 


Land


 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southwesterly side of the hereinafter described
parcel, said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the existing easterly side of Washington Street (80’ wide) and
running: thence


 


a.          Easterly along a curve
to the left having a radius of 3960.00 feet, an arc length of 820.22 feet along
the existing northerly side of Christopher Columbus Drive (80’ Wide) to a point
on curve; thence


 


b.         N 08o 09’ 07” E 55.61
feet to the point of beginning and running; thence


 


1.                                       N
08o 09’ 07” E 222.50 feet to a point; thence


 


2.                                       S
81o 50’ 53” E 329.99 feet to a point; thence


 


3.                                       S
08o 09’ 07” W 222.50 feet to a point; thence


 


4.                                       N
81o 50’ 53” W 329.99 feet to the point of beginning.


 


Containing 73,423 square feet or 1.69 acres.


 


Being known as Lot 5 Block 10 on map entitled, “Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.”, prepared by John Zanetakos
Associates, Inc., dated: March 15, 1999.


 


3

















 


SCHEDULE A-2


 


Complex Land


 


Deed description of a parcel of land situate along the northerly side
of Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the point on curve on the existing northerly side of
Christopher Columbus Drive (80’ wide), said point being easterly along a curve
to the left having a radius of 3960.00 feet, an are length of 682.14 feet along
the existing northerly side of Christopher Columbus Drive (80’ wide), from its
intersection with the easterly side of Washington Street (80’ wide) and
running:  thence


 


1.                                       N
08° 09’ 07” E .948.92 feet to a point of curvature


 


2.                                       Along
a curve to the right having a radius of 200.00 feel an arc length of 30.45 feet
to the point of tangency; thence


 


3.                                       N
16° 52’ 32:  E 217.02 feet to a point on
curve; thence


 


4.                                       Southeasterly
along a curve to the right having a radius of 120.00 feet, an arc length of
89.01 feet to a point on curve; thence


 


5.                                       S
81° 50’ 53” E 53.01 feet to a point thence


 


6.                                       S
08° 09’ 07” W 1126.76 feet to a point on curve; thence


 


7.                                       Westerly
along a curve to the right having a radius of 3960.00 feet, an arc length of
138.08 feet along the existing northerly side of Christopher Columbus Drive (80’
wide) to the point of beginning.


 


Containing 155,964 square feet or 3.58 acres.


 


Being known as Lot 4 Block 10 on map entitled, ‘Proposed Subdivision
Prepared for Call Harborside (Fee) Associates, LP.’, prepared by John Zanetakos
Associates, Inc., dated:  March 15,1999.


 


Subject to all easements, rights of way and agreements of record.


 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southwesterly side of the hereinafter described
parcel, said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’ wide)
with the existing easterly side of Washington Street (80’ wide) and
running:  thence


 


1

















 


a.                                       Easterly
along a curve to the left having a radius of 3960.00 feet, an arc length of
820.22 feet along the existing northerly side of Christopher Columbus Drive (80’
wide) to a point on curve; thence


 


b.                                      N
08° 09’07” E 55.61 feet to the point of beginning and running; thence


 


1.                                       N
08° 09’ 07” E 222.50 feet to a point; thence


 


2.                                       S
81° 50’53” E 329.99 feet to a point thence


 


3.                                       S
08° 09’ 07” W 222.50 feet to a point thence


 


4.                                       N
81° 50’53” W 329.99 feet to the point of beginning.


 


Containing 73,423 square feet or 1.69 acres.


 


Being known as Lot 5 Block 10 on map entitled, ‘Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.’, prepared by John
Zanetakos Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements-of record.


 


2

















 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southwesterly corner of the hereinafter described
parcel said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the existing easterly side of Washington Street (80’ wide) and
running:  thence


 


a.                                       Easterly
along a curve to the left having a radius of 3960.00 feet, an arc length of
820.22 feet along the existing northerly side of Christopher Columbus Drive (80’
wide) to a point on curve; thence


 


b.                                      N
08’ 09’07” E 278.11 feet to the point of beginning and running; thence


 


1.                                       N
08° 09’ 07” E 801.50 feet to a point; thence


 


2.                                       S
81° 50’53” E 280.49 feet to a point; thence


 


3.                                       S
36° 50’ 53” E 70.00 feet to a point; thence


 


4.                                       S
08° 09’07” W 752.00 feet to a point; thence


 


5.                                       N
81° 50’ 53” W 329.99 feet to the point of beginning.


 


Containing 263,262 square feet or 6.04 acres.


 


Being known as Lot 6 Block 10 on map entitled, “Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.”, prepared by John
Zanetakos Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


3

















 


Deed description of a parcel of land situate along the northerly side
of Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at a point on curve on the existing northerly side of
Christopher Columbus Drive (80’ wide), said point being easterly along a curve
to the left having a radius of 3960.00 feet, an arc length of 449.92 feet along
said northerly side of Christopher Columbus Drive (80’ wide) from its intersection
with the easterly side of Washington Street (80’ wide) and running:  thence


 


1.                                       N
08° 18’49” E 242.03 feet along the easterly side of proposed Greene Street (58’
wide) to a point; thence


 


2.                                       S
81° 50’53” E 230.80 feet to a point; thence


 


3.                                       S
08° 09’ 07” W 260.16 feet to a point on curve on the northerly side of
Christopher Columbus Drive (80’ wide); thence


 


4.                                       Westerly
along a curve to the right having a radius of 3960.00 feet, an arc length of
232.22 feet along the existing northerly side Christopher Columbus Drive (80’
wide) to the point of beginning.


 


Containing 58,305 square feet or 1.34 acres.


 


Being known as Lot 1 Block 10 on map entitled, “Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.”, prepared by John
Zanetakos Associates, inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


4

















 


Deed description of a parcel of land situate at the northeasterly
quadrant of the intersection of Christopher Columbus Drive and Washington
Street in the City of Jersey City, Hudson County, New Jersey.


 


Beginning at the point of intersection of the existing northerly side
of Christopher Columbus Drive (80’ wide) with the easterly side of Washington
Street (80’ wide) and running:  thence


 


1.                                       N
08° 20’48” E 138.47 feet along the easterly side of Washington Street (80’
wide) to a point thence


 


2.                                       S
81° 50’ 53” E 385.74 feet along the southerly side of proposed Pearl Street to
a point on the westerly side of proposed Greene Street (58’ wide); thence


 


3.                                       S
08° 18’49” W 205.34 feet along the westerly side of proposed Greene Street (58’
wide) to a point on curve on the northerly side of Christopher Columbus Drive
(80’ wide); thence


 


4.                                       Westerly
along a curve to the right having a radius of 3960.00 feet an arc length of
391.55 feet along the northerly side of Christopher Columbus Drive (80’ wide)
to the point of beginning.


 


Containing 67,581 square feet or 1.551 acres.


 


Being known as Lot 1 Block 8 on map entitled, ‘Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.’, prepared by John
Zanetakos Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


5

















 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southeasterly comer of the hereinafter described
parcel, said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the easterly side of Washington Street (80’ wide) and running:  thence


 


a.                                       Easterly
along a curve to the left having a radius of 3960.00 feet, an arc length of
682.14 feet to a point on curve; thence


 


b.                                      N
08° 09’07” E 260.16 feet to the point of beginning and running; thence


 


1.                                       N
81° 50’ 53” W 230.80 feet to a point thence


 


2.                                       N
08° 18’49” E 418.85 feet along the easterly side of proposed Greene Street to a
point thence


 


3.                                       S
81° 50’53” E 229.62 feet to a point; thence


 


4.                                       S
08° 09’ 07” W 418.85 feet to the point of beginning.


 


Containing 96,422 square feet or 2.21 acres.


 


Being known as Lot 2 Block 10 on map entitled, ‘Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.’, prepared by John
Zanetakos Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


6

















 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southeasterly corner of the hereinafter described
parcel, said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the easterly side of Washington Street (80’ wide) and running:  thence


 


a.                                       Easterly
along a curve to the left having a radius of 3960.00 feet, an arc length of
682.14 feet to a point on curve; thence


 


b.                                      N
08° 09’ 07” E 679.01 feet to the point of beginning and running; then


 


1.                                       N
81° 50’ 53” W 229.62 feet to a point; thence


 


2.                                       N
08° 18’ 49” E 278.56 feet along the easterly side of proposed Greene Street a
point of curvature; thence


 


3.                                       Along
a curve to the left having a radius of 364.00 feet, an arc length of 262.93
feet along the easterly side of proposed Greene Street to a point of tangency;
thence


 


4.                                       N
33° 04’23” W 68.35 feet along the easterly side of proposed Greene Street t a
point thence


 


5.                                       S
83° 00’ 00” E 145.13 feet to a point on curve; thence


 


6.                                       Southerly
along a curve to the right having a radius of 762.00 feet, an arc length of
1.71 feet to a point on curve; thence


 


7.                                       S
71° 15’59” E 259.84 feet to a point on the westerly side of Hudson Street
thence


 


8.                                       S
16° 52’32” W 226.79 feet partially along the westerly side of Hudson Street to
a point of curvature; thence


 


9.                                       Along
a curve to the left having a radius of 200.00 feet, an arc length of 30.45 feet
to a point of tangency; thence


 


10.                                 S
08° 09’ 07” W 269.91 feet to the point of beginning.


 


Containing 143,891 square feet or 3.30 acres.


 


Being known as Lot 16 Block 10 on map entitled, ‘Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, LP.’, prepared by John Zanetakos
Associates, Inc dated:  March 15,
1999 and revised:  April 29, 1999.


 


Subject to all easements, rights of way and agreements of record.


 


7














 


Deed description of a parcel of land situate near the northerly side of
Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the most southwesterly side of the hereinafter described
parcel, said point being the following two (2) courses from the point of
intersection of the existing northerly side of Christopher Columbus Drive (80’
wide) with the existing easterly side of Washington Street (80’ wide) and
running:  thence


 


a.                                      Easterly
along a curve to the left having a radius of 3960.00 feet, an arc length of
820.22 feet along the existing northerly side of Christopher Columbus Drive (80’
wide) to a point on curve; thence


 


b.                                     N
08° 09’07” E 1079.61 feet to the point of beginning and running; thence


 


1.                                      N
08° 09’ 07” E 47.15 feet to a point; thence


 


2.                                      S
81° 50’ 53” E 329.98 feet to a point; thence


 


3.                                      S
08° 09’ 07” W 47.15 feet to a point; thence


 


4.                                      S
08° 08’ 41” W 49.50 feet to a point; thence


 


5.                                      N
36° 50’ 53” W 70.00 feet to a point; thence


 


6.                                      N
81° 50’ 53” W 280.49 feet to the point of beginning


 


Containing 16,784 square feet or 0.39 acres.


 


Being known as Lot 18 Block 10 on map entitled, “Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L. P.’, prepared by John
Zanetakos Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


8

















 


Deed description of a parcel of land situate along the northerly side
of Christopher Columbus Drive in the City of Jersey City, Hudson County, New
Jersey.


 


Beginning at the point on curve on the existing northerly side of
Christopher Columbus Drive (80’ wide), said point being easterly along a curve
to the left having a radius of 3960.00 feet, an arc length of 820.22 feet along
the existing northerly side of Christopher Columbus Drive (80’ wide), from its
intersection with the easterly side of Washington Street (80’ wide) and
running:  thence


 


1.                                      N
08° 09’ 07” E 55.61 feet to a point; thence


 


2.                                      S
81° 50’53” E 329.99 feet to a point thence


 


3.                                      S
08° 09’07” W 56.00 feet to a point; thence


 


4.                                      N
81° 50’ 53” W 274.57 feet along the existing northerly side of Christopher
Columbus Drive (80’ wide) to a point of curvature.


 


5.                                      Along
a curve to the right having a radius of 3960.00 feet, an arc length of 55.43
feet to the point of beginning.


 


Containing 18,472 square feet or 0.42 acres.


 


Being known as Lot 17 Block 10 on map entitled, `Proposed Subdivision
Prepared for Cali Harborside (Fee) Associates, L.P.’, prepared by John Zanetakos
Associates, Inc., dated:  March 15,
1999.


 


Subject to all easements, rights of way and agreements of record.


 


9

















 


SCHEDULE
B


 


FLOOR
PLAN


 


B-1

















 


SCHEDULE
C


 


TENANT’S
INITIAL WORK AND ALTERATIONS


 


1.                                      Tenant
may make the alterations required for Tenant’s use of the demised premises in
accordance with Article 6 and subject to the following:


 


a.                                      Tenant,
at its sole cost and expense, shall prepare and submit to Landlord, for
Landlord’s and governmental approval, the following descriptive information,
detailed architectural and engineering drawings and specifications (hereinafter
the “Plans”) for the alterations. 
The Plans shall be as complete and finished as required to completely
describe the alterations and shall include, but not be limited to, the
following:


 


i.                                         Demolition
plans (if applicable) depicting all existing conditions to be removed,
abandoned or cut patched.


 


ii.                                      Architectural
floor plans depicting partition locations and types, door location, size, and
hardware types.


 


iii.                                   Structural
plans, if required, depicting new structural components and their connections
to existing elements.


 


iv.                                  Electrical
plans depicting all new and existing electrical wiring, devices, fixtures and
equipment.


 


v.                                     Mechanical
plans depicting all new plumbing, piping, heating, ventilating, air
conditioning equipment, and duct work and its connections to existing elements.


 


vi.                                  Life
Safety System plans depicting all new or altered alarm system fixtures,
devices, detectors and wiring within the demised premises, and their connection
to existing systems.


 


vii.                               Coordinated
reflected ceiling plan showing ceiling systems and materials and all of the
above items and their proximity to one another.


 


viii.                            Finish
plans showing locations and types of all interior finishes with a schedule of
all proposed materials and manufacturers.


 


The Plans shall provide for all systems and construction components
complying with Legal Requirements and insurance bodies having jurisdiction over
the Building.


 


C-1

















 


b.                                     The
Plans are subject to Landlord’s prior written approval which shall be governed
by Article 6 of the Lease, provided, however, that Landlord may in
any event disapprove the Plans if they are incomplete, inadequate or
inconsistent with the terms of this Lease or with the quality and architecture
of the Building.  If Landlord disapproves
the Plans or any portion thereof, Landlord shall notify Tenant of the revisions
which Landlord reasonably requires in order to obtain Landlord’s approval.  Tenant shall, at its sole cost and expense,
submit the Plans, in such form as may be necessary, with the appropriate
governmental agencies for obtaining required permits and certificates.  Any changes required by any governmental
agency affecting the Plans shall be complied with by Tenant in completing said
alterations at Tenant’s sole cost and expense. 
Tenant shall submit completed Plans to Landlord simultaneously with
Tenant’s submission of said plans to the local building department.


 


2.                                      In
the event Landlord approves the use of contractors other than Landlord’s
designated contractors for alterations affecting the life-safety and/or other
critical systems of the Building (as required under Article 6 of
this Lease), all of such proposed Building system work, including the
preparation of the plans and specifications identified herein, shall be
approved by Landlord’s engineers, and any cost thereof shall be Tenant’s
responsibility.


 


C-2

















 


SCHEDULE D


 


HVAC Specifications


 


A.            The
Building system will support an air conditioning unit in the demised premises
capable of maintaining inside conditions of not more than 75 degrees F and 50%
relative humidity when outside conditions are not more than 93 degrees F dry
bulb or 78 degrees F wet bulb.  The
Building heating system shall maintain no less than a temperature of 70 degrees
F when outside conditions are no less than a temperature of 5 degrees F.


 


B.            The
design capabilities of the air conditioning unit in the demised premises
described above are based upon and limited to the following conditions:


 


1.                                      the
occupancy does not exceed one (1) person for each [one hundred forty (140)
]square feet of rentable area.


 


2.                                      the
total connected electrical load does not exceed six (6) watts per useable
square foot of installed ceiling area for all purposes including lighting and
power, but exclusive of the HVAC system serving the demised premises.


 


3.                                      proper
use of blinds to control sunload.


 


C.            The
Building system shall provide fresh air of 20 cfm/person and is designed to
provide a sound level of not greater than N.C. 40+/-2, measured six feet
outside the mechanical rooms, and N.C. 35-40 measured at the office areas.


 


D-1

















 


SCHEDULE E


 


CLEANING AND JANITORIAL SERVICES


 


A.            Nightly Personnel:


 


1.             All stone,
ceramic, tile, marble, terrazzo and other unwaxed flooring (excluding computer
room flooring) to be swept nightly using approved dust-down preparations; wash
flooring weekly, scrub when necessary.


 


2.             All
linoleum, vinyl, rubber, asphalt, tile and other similar types of flooring
(that may be waxed) (excluding computer room flooring) to be swept nightly
using approved dust-down preparation. 
Waxing, if any, shall be done at Tenant’s expense.


 


Mop up and wash floors for spills, smears and foot tracks throughout,
including the demised premises, as needed and wash floor in general as required.


 


3.             All
carpeting and rugs to be vacuumed nightly. 
Cleaning personnel will not move papers or personal items to access an
area.


 


4.             Hand dust
with treated cloth and wipe clean all furniture, fixtures and custom wooden
window enclosures nightly.  Cleaning
personnel will not move papers or personal items to access an area.


 


5.             Empty and
clean all waste receptacles nightly and remove from the demised premises
wastepaper to designated areas.


 


6.             Empty and
clean all ash trays and screen all sand urns nightly.


 


7.             Dust
interior of all waste disposal cans and baskets nightly; damp-dust as
necessary.


 


8.             Wash clean
all water fountains and coolers nightly.


 


9.             Dust all
floor and other ventilating louvers within reach; damp wipe as necessary.


 


10.           Dust all
telephones as necessary.


 


11.           Keep locker
and slop sink rooms in a neat and orderly condition at all times.


 


12.           Wipe clean
and polish all brass, if necessary, and other bright work nightly.


 


13.           Sweep all
private staircases nightly.


 


14.           Metal doors
of all elevator cars to be properly maintained.


 


E-1

















 


15.           Remove all
gum and foreign matter on sight.


 


16.           Clean all
glass furniture tops as needed.


 


17.           Collect and
remove cardboard and waste material (at Tenant’s expense).


 


18.           Dust and
wash closet and coat room shelving, coat racks and flooring.


 


19.           Cleaning
services related to kitchen and/or pantries will be at Tenant’s expense.


 


20.           Cleaning of
private bathrooms (as distinct from core bathrooms which shall be cleaned by
Landlord) will be at Tenant’s expense.


 


21.           Cleaning of
all interior glass partitions will be at Tenant’s expense.


 


B.            Periodic Cleaning:


 


1.             Vacuum all
furniture fabric and drapes not less than once a month.


 


2.             Wash and
remove all finger marks, ink stains, smudges, scuff marks and other marks from
metal partitions, sills, and all vertical surfaces (doors, walls, window sills)
including elevator doors, as necessary.


 


3.             Dust and
clean electric fixtures, all baseboards and other fixtures or fittings as
necessary, but not less than once each month.


 


C.            High Dusting.  (To be performed once every three (3) months,
unless otherwise specified), and to include, without limitation:


 


1.             Vacuum and
dust all pictures, frames, charts, graphs and similar wall hangings not reached
in nightly cleaning.  Damp dust as
required.


 


2.             Vacuum and
dust all vertical surfaces such as walls, partitions, doors, bucks, ventilating
louvers, grilles, high moldings and other surfaces not reached in nightly
cleaning.


 


3.             Dust all
overhead pipes, sprinklers, ventilating and air conditioning louvers, ducts,
high moldings and other high areas not reached in nightly cleaning.


 


4.             Dust all
venetian blinds.  Dust all window frames.


 


5.             Dust
exterior or lighting fixtures.


 


6.             Wash all furniture
glass as needed.


 


7.             Vacuum and
dust ceiling tiles around ventilators and clean air conditioning diffusers as
required.


 


E-2

















 


D.            Exterior Windows


 


1.             At least
once per year.


 


E-3














 


SCHEDULE F


 


Form of Estoppel
Certificate


 


The undersigned __________________ (“Tenant”), in consideration of One
Dollar ($1.00) and other valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, hereby certifies to  (“Landlord”), [the holder of any mortgage
covering the property] (the “Mortgagee”) and [the vendee under any contract of
sale with respect to the Property] (the “Purchaser”) as follows:


 


1.             Tenant
executed and exchanged with Landlord a certain lease (the “Lease”), dated __ __,
200_, covering the ___________ floor shown hatched on the plan annexed hereto
as Schedule A (the “demised premises”) in the building known as
Plaza II in the office complex known as the Harborside Financial Center
located in Jersey City, New Jersey (the “Property”), for a term to commence (or
which commenced) on _________, 200_, and to expire on _____________.


 


2.             The Lease is
in full force and effect and has not been modified, changed, altered or amended
in any respect.


 


3.             Tenant has
accepted and is now in possession of the demised premises and is paying the
full rental under the Lease.


 


4.             The basic
annual rent payable under this Lease is $_________.  The basic annual rent and all additional rent
and other charges required to be paid under the Lease have been paid for the
period up to and including _________.


 


5.             No rent
under the Lease has been paid for more than thirty (30) days in advance of its
due date.


 


6.             All work
required under the Lease to be performed by Landlord has been completed to the
full satisfaction of Tenant.


 


7.             There are no
defaults existing under the Lease on the part of either Landlord or Tenant.


 


8.             There is no
existing basis for Tenant to cancel or terminate the lease, except as expressly
provided in the Lease.


 


9.             As of the
date hereof, there exists no valid defense, offsets, credits, deductions in
rent or claims against the enforcement of any of the agreements, terms,
covenants or conditions of the Lease.


 


10.           There are no
actions, whether voluntary or otherwise, pending against the Tenant under the
bankruptcy laws of the United States or any state thereof.


 


F-1

















 


11.           There has
been no material adverse change in Tenant’s financial condition between the
date hereof and the date of the execution and delivery of the Lease.


 


12.           Tenant
acknowledges that Landlord has informed Tenant that an assignment of Landlord’s
interest in the Lease has been or will be made to the Mortgagee and that no
modification, revision, or cancellation of the Lease or amendments thereto
shall be effective unless a written consent thereto of the Mortgagee is first
obtained, and that until further notice payments under the Lease may continue
as heretofore.


 


13.           Tenant
acknowledges that Landlord has informed Tenant that Landlord has entered into a
contract to sell the Property to Purchaser and that no modification, revision
or cancellation of the Lease or amendments thereto shall be effective unless a
written consent thereto of the Purchaser has been obtained.


14.           This
certification is made to induce Purchaser to consummate a purchase of the
Property and to induce Mortgagee to make and maintain a mortgage loan secured
by the Property, knowing that said Purchaser and Mortgagee rely upon the truth
of this certification in making and/or maintaining such purchase of mortgage,
as applicable.


 


15.           Except as
modified herein, all other provisions of the Lease are hereby ratified and
confirmed.


 


Date:


 


By:


 


TENANT


 


F-2

















 


SCHEDULE G


 


RULES AND REGULATIONS


 


1.             The rights
of tenants in the entrances, corridors, elevators and escalators of the
Building are limited to ingress to and egress from the tenants’ premises for
the tenants and their employees, licensees and invitees, and no tenant shall
use, or permit the use of, the entrances, corridors, escalators or elevators
for any other purpose.  No tenant shall
invite to the tenant’s premises, or permit the visit of, persons in such
numbers or under such conditions as to interfere with the use and enjoyment of
any of the plazas, entrances, corridors, escalators, elevators, Common Areas
and other facilities of the Property by other tenants.  Fire exits and stairways are for emergency
use only, and they shall not be used for any other purposes by the tenants,
their employees, licensees or invitees. 
No tenant shall encumber or obstruct, or permit the encumbrance or
obstruction of any of the sidewalks, plazas, entrances, corridors, escalators,
elevators, Common Areas, fire exits or stairways of the Property.  If Tenant places any material in the Common
Areas it will be immediately removed by Building management at Tenant’s
expense.  Landlord reserves the right to
control and operate the Common Areas in such manner as it deems best for the
benefit of the tenants generally.


 


2.             The cost of
repairing any damage to the Common Areas or to any facilities used in common
with other tenants, caused by a tenant or the employees, licensees or invitees
of the tenant, shall be paid by such tenant.


 


3.             Landlord may
refuse admission to the Building outside of ordinary business hours to any
person not having a pass issued by the Landlord or not properly identified, and
may require all persons admitted to or leaving the Building outside of ordinary
business hours to register.  Tenant’s
employees shall be permitted to enter and leave the Building on a 24 hour, 7
days per week basis, provided they have appropriate personal
identification.  Agents and visitors of
Tenant shall be permitted to enter and leave the Building whenever appropriate
arrangements have been previously made between Landlord and Tenant with respect
thereto.  Each tenant shall be
responsible for all persons for whom he requests such permission and shall be
liable to the Landlord for all acts of such persons.  Any person whose presence in the Building at
any time shall, in the judgment of Landlord, be prejudicial to the safety,
character, reputation and interests of the Building or its tenants may be denied
access to the Building or may be ejected therefrom.  In case of invasion, riot, public excitement
or other commotion Landlord may prevent all access to the Building during the
continuance of the same, by closing the doors or otherwise, for the safety of
the tenants and protection of property in the Building.  Landlord 
may require any person leaving the Building with any package or other
object to exhibit a pass from the tenant from whose premises the package or object
is being removed, but the establishment and enforcement of such requirements
shall not impose any responsibility on Landlord for the protection of any
tenant against the removal of property from the premises of the tenant.  Landlord shall, in no way, be liable to any
tenant for damages or loss arising from the admission, exclusion or ejection of
any person to or from the tenant’s premises or the Building under the
provisions of this rule.


 


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4.             Except as
permitted in Section 21.03 of the Lease, no tenant shall obtain or
accept or use in its premises ice, drinking water, food, beverage, barbering,
boot blacking, floor polishing, lighting maintenance, cleaning or other similar
services from any persons not authorized by Landlord in writing to furnish such
services, provided always that charges for such services by persons authorized
by Landlord are not excessive.  Such
services shall be furnished only at such hours, in such places within the
tenant’s premises and under such regulations as may be fixed by Landlord.


 


5.             No awnings or
other projections over or around the windows shall be installed by any tenant
and only such window blinds as are supplied or permitted by Landlord shall be
used in a tenant’s premises.


 


6.             There shall
not be used in any space, or in the public halls of the Building, either by any
tenant or by jobbers or others, in the delivery or receipt of merchandise or
mail any hand trucks, except those equipped with rubber tires and side
guards.  All deliveries to tenants, except
mail, shall be made to such place designated by Landlord and shall be
distributed to tenants only during the hours from 8:00 A.M. to 12:00 noon
and 12:30 P.M. to 5:00 P.M., Monday through Friday.


 


7.             All entrance
doors in each tenant’s premises shall be left locked when the tenant’s premises
are not in use.  Entrance doors shall not
be left open at any time.  All windows in
each tenant’s premises shall be kept closed at all times and all blinds or
drapes therein above the ground floor shall be lowered or closed when and as
reasonably required because of the position of the sun, during the operation of
the Building air conditioning system to cool or ventilate the tenant’s
premises.


 


8.             No noise,
including the playing of any musical instruments, radio or television, which,
in the reasonable judgment of Landlord, might disturb other tenants in the
Complex shall be made or permitted by any tenant and no cooking shall be done
in any tenant’s premises except as expressly approved by Landlord or provided
in the Lease.  Tenant may operate
coffeemakers and microwave ovens in the demised premises.  Nothing shall be done or permitted in any
tenant’s premises, and nothing shall be brought into or kept in any tenant’s
premises, which would impair or interfere with any of the Building services or
the proper and economic heating, cleaning or other servicing of the Building or
the premises, or the use or enjoyment by any other tenant of any other
premises, nor shall there be installed by any tenant any ventilating air
conditioning, electrical or other equipment of any kind which, in the judgment
of the Landlord, might cause any such impairment or interference.  No dangerous, inflammable, combustible or
explosive object or material shall be brought into the Building by any tenant
or with the permission of any tenant.


 


9.             No tenant
shall permit any cooking or food odors emanating from the tenant’s premises to
seep into other portions of the Building.


 


10.           No acids,
vapors or other materials shall be discharged or permitted to be discharged
into the waste lines, vents or flues of the Building which may damage
them.  The water and wash closets and
other plumbing fixtures in or serving any tenant’s premises shall not be used
for any purpose other than the purpose for which they were designed or
constructed and


 


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no sweepings, rubbish, rags, acids or other
foreign substances shall be deposited therein. 
All damages resulting from any misuse of the fixtures shall be borne by
the tenant who, or whose servants, employees, agents, visitors or licensees,
shall have caused the same.


 


11.           Except as
provided in the Lease, no signs, advertisement, notice or other lettering shall
be exhibited, inscribed, painted or affixed by any tenant on any part of the
outside or inside of the premises or the Building without the prior written
consent of Landlord.  In the event of the
violation of the foregoing by any tenant, Landlord may remove the same without
any liability, and may charge the expense incurred by such removal to the
tenant or tenants violating this rule. 
Interior signs and lettering on doors and elevators shall be inscribed,
painted, or affixed for each tenant by Landlord at the expense of such tenant,
and shall be of a size, color and style acceptable to Landlord.  Landlord shall have the right to prohibit any
advertising by any tenant which impairs the reputation of the Building or its
desirability as a building for offices, and upon written notice from Landlord
such tenant shall refrain from or discontinue such advertising.


 


12.           Except as
otherwise set forth in the Lease, no additional locks or bolts of any kind
shall be placed upon any of the doors or windows in any tenant’s premises and
no lock on any door therein shall be changed or altered in any respect.  Duplicate keys for a tenant’s premises and
toilet rooms shall be procured only from Landlord, which may make a reasonable
charge therefor.  Upon the termination of
a tenant’s lease, all keys to the tenant’s premises and toilet rooms shall be
delivered to Landlord.


 


13.           Except as
provided in Article 6 of the Lease, no tenant shall mark, paint,
drill into, or in any way deface any part of the Building or the premises
demised to such tenant.  No boring,
cutting or stringing of wires shall be permitted, except with the prior written
consent of Landlord, and as Landlord may direct.  No tenant shall install any resilient tile or
similar floor covering in the premises demised to such tenant, except in a
manner approved by Landlord.


 


14.           No tenant or
occupant shall engage or pay any employees in the Building, except those
actually working for such tenant or occupant in the Building.  No tenant shall  advertise for laborers giving an address at
the Building.


 


15.           No premises
shall be used, or permitted to be used, at any time, as a store for the sale or
display of goods or merchandise of any kind, or as a restaurant, shop, booth,
bootblack or other stand, or for the conduct of any business or occupation
which involves direct patronage of the general public in the premises demised
to such tenant, or for manufacturing or for other similar purposes.


 


16.           The
requirements of tenants will be attended to only upon Tenant contacting the
Communications Room (915-8550) to register its complaint or to request
services.  Employees of Landlord shall
not perform any work or do anything outside of the regular duties, unless under
special instructions from the office of the Landlord.


 


17.           Each tenant
shall, at its expense, provide artificial light in the premises demised to such
tenant for Landlord’s agents, contractors and employees while performing
janitorial or other cleaning services and making repairs or alterations in said
premises.


 


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18.           No tenant
shall permit its employees to loiter around the hallways, stairways, elevators,
front, roof or any other part of the Building used in common by the occupants
thereof.


 


19.           Each tenant,
at its sole cost and expense, shall cause its premises to be exterminated, from
time to time, to the reasonable satisfaction of Landlord, and shall employ such
exterminators therefor as shall be approved by Landlord.


 


20.           Any
cuspidors or similar containers or receptacles used in any tenant’s premises
shall be cared for and cleaned by and at the expense of the tenant, subject to
applicable provisions of the Lease.


 


21.           Tenants
shall use only the service elevator for deliveries and only at hours prescribed
by Landlord.  Bulky materials, as
determined by Landlord, may not be delivered during usual business hours but
only thereafter.  Tenants shall pay for
use of the service elevator at rates prescribed by Landlord, subject to the
applicable provisions of the Lease.


 


22.           The toilets,
wash closets and plumbing fixtures shall not be used for any purposes other
than those for which they were designed or constructed and no sanitary napkins,
sweepings, rubbish, rags, acids or other substances shall be deposited therein,
and the expense of any breakage, stoppage, or damage resulting from the
violation of this rule shall be borne by the tenant who, or whose
officers, agents, employees, contractors or invitees, shall have caused it.


 


23.           No tenant
shall sweep or throw or permit to be swept or thrown from its premises any dirt
or materials or other substances into any of the corridors or halls, elevators,
or out of the doors or windows or stairways of the Building.  If Landlord has specifically agreed to remove
a tenant’s normal office waste, same shall be placed in sealed plastic bags and
delivered by tenant to a single location designated by Landlord on tenant’s
floor.


 


24.           No animals
or other live creatures may be kept in or about the Building.


 


25.           Smoking or
carrying lighted cigars or cigarettes is prohibited in all Common Areas,
including all Common Area restrooms.


 


26.           All
equipment using gas in any form, including without limitation boilers, heaters,
kilns, and cooking ovens, is required to have safety equipment which will close
off gas flow if the constant pilot or main flame is extinguished.  Gas leak detectors and alarms are to be used
in all rooms and areas where gas exists in any form.  All areas must be vented and air circulation
guaranteed.  All such equipment shall be
installed only after Landlord’s written approval shall have been granted for
same.


 


27.           The speed limit within
The Harborside Financial Center is 5 MPH. 
Reckless, careless, or dangerous driving is forbidden.  These restrictions will be enforced by
Property security and violators may have their right to drive within The
Harborside Financial Center revoked. 
Violators should immediately be reported to the Building manager.


 


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SCHEDULE H


 


AMENDMENT TO LEASE


 


(Commencement Date Agreement)


 


1.             PARTIES


 


1.1                                THIS
AGREEMENT made the         day of                       ,
200   is, by and between M-C Plaza II & III L.L.C.
(hereinafter “Landlord”) whose address is c/o Mack-Cali Realty Corporation, 343
Thornall Street, Edison, New Jersey and [                                     ]
(hereinafter “Tenant”) whose address is Harborside Financial Center, Plaza III,
Jersey City, New Jersey 07311.


 


2.             STATEMENT OF FACTS


 


2.1                                Landlord
and Tenant entered into a Lease dated
                     
(hereinafter “Lease”) setting forth the terms of occupancy by Tenant of [        ]
rentable square feet on the [         
(     )] floor (hereinafter “Premises”) in the
building known as Plaza III (hereinafter “Building”) in the office complex
known as Harborside Financial Center, Jersey City, New Jersey; and


 


2.2                                The
Term of the Lease is for                        
(     ) years with the Commencement Date of the Term
being defined in Article 2 of the Lease as being subject to determination
in accordance with the terms thereof; and


 


2.3                                It
has been determined in accordance with the provisions of Article 2 of the
Lease that                         ,
200   is the Commencement Date of the Term of the Lease and that              
200     is the Rent Commencement Date under the Lease.


 


3.             AGREEMENT


 


NOW, THEREFORE, in consideration of the Premises and the covenants
hereinafter set forth, Landlord and Tenant agree as follows:


 


3.1                               The
Commencement Date of the Term of the Lease is                     ,
200   and the Expiration Date thereof is [                       ].


 


3.2                               The
Rent Commencement Date under the Lease is                          ,
200   .


 


3.3                               This
Agreement is executed by the parties hereto for the purpose of providing a
record of the Commencement Date and the Expiration Date of the Lease.


 


3.4                               Except
as amended herein, the Lease covering the Premises shall remain in full force
and effect as if the same were set forth in full herein and Landlord and Tenant
hereby ratify and confirm all the terms and conditions thereof.


 


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3.5                               This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective legal representatives, successors and permitted assigns.


 


3.6                               Each
party agrees that it will not raise or assert as a defense to any obligation
under the Lease or this Agreement or make any claim that the Lease or this
Agreement is invalid or unenforceable due to any failure of this document to
comply with ministerial requirements including, but not limited to requirements
for corporate seals, attestations, witnesses, notarizations, or other similar
requirements, and each party hereby waives the right to assert any such defense
or make any claim  of invalidity or
unenforceability due to any of the foregoing.


 


IN WITNESS THEREOF, Landlord and Tenant have hereunto set their hands
and seals the date and year first above written and acknowledge one to the
other they possess the requisite authority to enter into this transaction and
to sign this Agreement.


 


	
  LANDLORD

  	
  TENANT

  
	
   

  	
   

  
	
   

  	
   

  
	
  M-C PLAZA II & III L.L.C.

  	
  [                                          ]

  



 


	
  By:

  	
  Mack Cali Realty L.P.,

  
	
   

  	
  member

  
	
   

  	
   

  
	
  By:

  	
  Mack-Cali Realty Corporation

  
	
   

  	
  general partner

  



 


	
  By:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
   

  	
  Name:

  
	
   

  	
  Title:

  	
   

  	
  Title:

  



 


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SCHEDULE I


 


2ND FLOOR EXPANSION SPACE


 


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SCHEDULE J


 


6TH FLOOR EXPANSION SPACE


 


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SCHEDULE K


 


4TH FLOOR OFFER SPACE


 


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SCHEDULE L


 


CORE RESTROOM SPECIFICATIONS


 


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SCHEDULE M


 


LOCATION OF
DEDICATED ELEVATOR


 


M-1