exv10w3w5w2






Exhibit 10.3.5.2




OFFICE LEASE AGREEMENT




BY AND BETWEEN




CHASE TOWER ASSOCIATES, L.L.C.




(as landlord)




AND




HEALTHCARE FINANCIAL PARTNERS REIT, INC.




(as tenant )




 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 
	ARTICLE I

	 	DEFINITIONS
	 	 	1	 
	ARTICLE II

	 	PREMISES
	 	 	2	 
	ARTICLE III

	 	TERM
	 	 	3	 
	ARTICLE IV

	 	BASE RENT
	 	 	3	 
	ARTICLE V

	 	INCREASES IN OPERATING EXPENSES AND REAL ESTATE TAXES
	 	 	4	 
	ARTICLE VI

	 	USE OF PREMISES
	 	 	8	 
	ARTICLE VII

	 	ASSIGNMENT AND SUBLETTING
	 	 	10	 
	ARTICLE VIII

	 	MAINTENANCE AND REPAIRS
	 	 	14	 
	ARTICLE IX

	 	ALTERATIONS
	 	 	15	 
	ARTICLE X

	 	SIGNS
	 	 	17	 
	ARTICLE XI

	 	SECURITY DEPOSIT
	 	 	18	 
	ARTICLE XII

	 	INSPECTION
	 	 	20	 
	ARTICLE XIII

	 	INSURANCE
	 	 	20	 
	ARTICLE XIV

	 	SERVICES AND UTILITIES
	 	 	2l	 
	ARTICLE XV

	 	LIABILITY OF LANDLORD
	 	 	23	 
	ARTICLE XVI

	 	RULES
	 	 	24	 
	ARTICLE XVII

	 	DAMAGE OR DESTRUCTION
	 	 	24	 
	ARTICLE XVIII

	 	CONDEMNATION
	 	 	25	 
	ARTICLE XIX

	 	DEFAULT
	 	 	25	 
	ARTICLE XX

	 	BANKRUPTCY
	 	 	28	 
	ARTICLE XXI

	 	SUBORDINATION
	 	 	29	 
	ARTICLE XXII

	 	HOLDING OVER
	 	 	31	 
	ARTICLE XXIII

	 	COVENANTS OF LANDLORD
	 	 	3l	 
	ARTICLE XXIV

	 	PARKING
	 	 	32	 
	ARTICLE XXV

	 	ESTOPPELS
	 	 	34	 
	ARTICLE XXVI

	 	GENERAL PROVISIONS
	 	 	34	 
	ARTICLE XXVII

	 	ERISA MATTERS
	 	 	37	 
	 
	 	 	 	 	 	 
	EXHIBIT A — Plan Showing Premises	 	 	 	 
	EXHIBIT B — Office Shell Definition	 	 	 	 
	EXHIBIT C— Rules	 	 	 	 
	EXHIBIT D — Certificate Affirming Lease Commencement Date	 	 	 	 
	EXHIBIT E — Existing 10% Plans Referenced in Article XXVII	 	 	 	 
	EXHIBIT F — Base Rent Schedule	 	 	 	 
	EXHIBIT G — Cleaning Specifications	 	 	 	 
	EXHIBIT H — Form of Subordination, Nondisturbance and Attornment Agreement	 	 	 	 
	EXHIBIT I — Form of Estoppel Certificate	 	 	 	 






 









 






OFFICE LEASE AGREEMENT




     THIS
OFFICE LEASE AGREEMENT (this “Lease”) is dated as of the
7th day of December,
2001, by and between CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited liability company
(“Landlord”), and HEALTHCARE FINANCIAL PARTNERS
REIT,INC., a Maryland corporation (“Tenant”).



ARTICLE I

DEFINITIONS




     1.1 Building: a twelve (12) story building containing approximately two hundred eighteen
thousand eight hundred ninety-seven (218,897) square feet of office rentable area and two hundred
twenty-eight thousand five hundred (228,500) square feet of total rentable area as of the date
hereof and located at 4445 Willard Avenue, Chevy Chase, Maryland.



     1.2 Premises: approximately ten thousand six hundred eight (10,608) square feet of rentable
area located on the eleventh (11th) floor of the Building and known
as Suite 1100, as more
particularly designated on  Exhibit A.



     1.3 Lease Term: one hundred twenty (120) months.



     1.4 Anticipated Possession Delivery Date: two (2) business days following the date of
Landlord’s execution of this Lease.



     1.5
Base Rent: Four Hundred Nineteen Thousand Sixteen Dollars ($419,016.00) for the first Lease
Year, divided into twelve (12) equal monthly installments of Thirty-Four Thousand Nine Hundred
Eighteen Dollars ($ 34,918.00) for the first Lease Year.



     1.6 Base Rent Annual Escalation Percentage: Three percent (3%), except with respect to Lease
Year 6, at which time the then Base Rent shall be increased by an amount equal to the product of
(i) Two Dollars ($2.00) multiplied by (ii) the rentable square footage of the Premises, that is,
Twenty-One Thousand Two Hundred Sixteen Dollars ($21,216.00), which
$21,216.00 is hereinafter referred
to as the “Sixth Lease Year Escalation Amount,” as
shown on Exhibit F hereto.



     1.7 Operating Charges Base Year: Calendar year 2002.



     1.8 Real Estate Taxes Base Year: Calendar year 2002.



     1.9 Security Deposit Amount: One Hundred Four Thousand Seven Hundred Fifty-Four Dollars
($104,754.00).



     1.10 Brokers: Insignia/ESG, Inc. and The Meyer Group, LTD.



     1.11
Tenant Notice Address: 1133 Connecticut Avenue, N.W., Suite 620, Washington, D.C. 20036
until Tenant has commenced beneficial use of the Premises, and at the Premises, after Tenant has
commenced beneficial use of the Premises.



     1.l2 Landlord Notice Address: Chase Tower Associates, L.L.C., c/o The JBG Companies, 5301
Wisconsin Avenue, N.W., Suite 300, Washington, D.C. 20015, Attention: Ms. Sharon
Oliver, with a copy to: Greenstein DeLorme & Luchs, P.C., 1620 L  Street, N.W., Suite 900,
Washington, D.C. 20036, Attention: Abraham J. Greenstein, Esq.



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     1.13 Landlord Payment Address: Chase Tower Associates, L.L.C. and delivered to JBG/Commercial
Management, L.L.C. at 5301 Wisconsin Avenue, N.W., Suite 300, Washington, D.C. 20015 or such other
address as Landlord may advise Tenant.



     1.14 Building Hours: 7:00 a.m. to 7:00 p.m. on Monday through Friday (excluding legal
holidays) and 9:00 a.m. to 1:00 p.m. on Saturday (excluding legal holidays), and such other hours,
if any, as Landlord from time to time determines. As of the date of this Lease, the legal holidays
observed by Landlord are the dates on which the federal government observes New Year’s Day, Martin
Luther King Day, Washington’s Birthday (President’s Day), Memorial Day, Independence Day, Labor
Day, Columbus Day, Veteran’s Day, Thanksgiving Day and Christmas Day; provided, however, that
Landlord retains the right, in its sole discretion, to increase or to decrease the legal holidays
which it observes; provided, however, that in the event that at any time the lease of any other
office tenant in the Building excludes any of the foregoing holidays as a legal holiday, such
holiday shall also be excluded as a legal holiday from this Section 1.14 during the period that it
is excluded as a legal holiday from such other tenant’s lease.



     1.15 Guarantor(s): Intentionally omitted..



     1.16 Complex: that certain complex of which the Building, the Land, a retail building
comprising approximately twenty-two thousand (22,000) rentable square feet and the land upon which
it is constructed are a part] known as Chase Tower, and including all easements, rights, and
appurtenances thereto (including private streets, storm detention
facilities, and any other service
facilities).



     1.17 Parking Permits: Nineteen (19).



ARTICLE II

PREMISES




     2.1 Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord for
the term and upon the conditions and covenants set forth in this Lease. Tenant will have the
non-exclusive right to use (a) the common and public areas of the Building and (b) subject to such
requirements (other than the payment of any fee therefor) and limitations as Landlord, in its sole
and absolute discretion, may impose, the telephone room located on the ninth (9th) floor of the
Building. Except as may otherwise be expressly provided in this
Lease, the lease of the Premises does not
include the right to use the roof, mechanical rooms, electrical closets, janitorial closets,
parking areas or other non-common or non-public areas of the Building.



     2.2 The rentable area in the Building and in the Premises shall be determined by Landlord’s
architect in accordance with the Building Owners and Managers Association International Standard
Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1-1996. Landlord shall have the
option, exercisable by written notice to Tenant at any time during the first one hundred eighty
(180) days of the Term, to have the rentable floor area of the Premises remeasured by Landlord’s
architect in the manner
described above or any successor thereto irrespective of whether any option to expand or
contract the Premises is exercised by Tenant. Upon such remeasurement by the Landlord’s architect,
Landlord may, at its option, give Tenant written notice of the rentable floor area so determined,
in which event the rentable area as thus remeasured shall be deemed to be the rentable floor area
of the Premises for all purposes of this Lease, all Rent theretofore paid by Tenant to Landlord
during the Term shall be retroactively adjusted, and any deficiency shall be paid by Tenant to
Landlord within thirty (30) days after Landlord’s notice to Tenant setting forth the rentable floor
area of the Premises.



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ARTICLE III

TERM




     3.1 All of the provisions of this Lease shall be in full force and effect from and after the
date first above written. The Lease Term shall commence on the Lease Commencement Date specified in
Section 3.2. If the Lease Commencement Date is not the first day of a month, then the Lease Term
shall be the period set forth in Section 1.3 plus the partial month in which the Lease Commencement Date
occurs. The Lease Term shall also include any properly exercised renewal or extension of the term
of this Lease which is specifically provided for in this Lease.



     3.2
The “Lease Commencement Date” shall be
February 1, 2002; provided, however, that if Tenant commences
its business operations in the Premises on a date which is earlier
than February 1, 2002, then the
Lease Commencement Date shall be such date as Tenant commences its business operations in the
Premises. Promptly after the Lease Commencement Date is ascertained, Landlord and Tenant shall
execute the certificate confirming the  Lease Commencement Date attached to this Lease as
Exhibit D.



     The base building shall be constructed by Landlord substantially in accordance with the
description attached hereto as Exhibit E and made a part hereof.



     3.3 It is presently anticipated that the Premises will be delivered to Tenant on
or about the Anticipated Possession Delivery Date; provided, however, that if Landlord
does not deliver possession of the Premises by such date, Landlord shall not have any liability
whatsoever, and this Lease shall not be rendered void or voidable, as a result
thereof. In the event that Landlord does not deliver the Premises to Tenant by the
ninety-second (92nd) day following the date of Landlord’s
execution of this Lease the
(“Outside Delivery Date”), and the reason therefor
is other than the occurrence of one
or more circumstances described in Section 26. 18 hereof, then Tenant shall have
the right to terminate this Lease by written notice to Landlord, which written notice shall be
given by Tenant, if at all, within five (5) days following the Outside Delivery
Date, following which termination neither Landlord nor Tenant shall have any further
liability or obligations to the other under this Lease.



     3.4
 “Lease Year” shall mean a period of twelve
(12) consecutive months commencing on the Lease Commencement Date,
and each successive twelve (12) month period thereafter; provided, however, that if the Lease
Commencement Date is not the first day of a month, then the second Lease Year shall commence on the
first day of the month in which the first anniversary of the Lease Commencement Date occurs.



ARTICLE IV 

BASE RENT




     4.1 From and after the Lease Commencement Date, Tenant shall pay the Base Rent in equal
monthly installments in advance on the first day of each month during a Lease Year. On the first
day of the
second and each succeeding Lease Year, the Base Rent in effect shall be increased by an amount equal
to the product of (a) the Base Rent Annual Escalation Percentage, multiplied by (b) the Base Rent
in effect immediately before the increase, calculated on a per square foot basis and without
regard to any rental abatement, allowance or other concession granted by Landlord during such Lease
Year, which Base Rent per square foot shall be as set forth on 
Exhibit F attached hereto; provided, however, that on
the first day of the sixth (6th) Lease Year, the Base Rent in effect shall be increased by the
Sixth Lease Year Escalation Amount (in lieu of being increased by the
Base Rent  Escalation
Percentage), as set forth on Exhibit F attached hereto.



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     4.2
Concurrently with Tenant’s execution of this Lease, Tenant shall pay an amount equal to one
(l) monthly installment of the Base Rent payable during the first Lease Year, which amount shall be
credited toward the monthly installment of the Base Rent payable for the first full calendar month
of the Lease Term. If the Lease Commencement Date is not the first day of a month, then the Base
Rent from the Lease Commencement Date until the first day of the following month shall be prorated
on a per diem basis at the rate of one-thirtieth (1/30th) of the monthly installment of the Base
Rent payable during the first Lease Year, and Tenant shall pay such prorated installment of the
Base Rent on the Lease Commencement Date.



     4.3 All sums payable by Tenant under this Lease, whether or not stated to be Base Rent,
additional rent or otherwise, shall be paid to Landlord in legal tender of the United States,
without setoff, deduction (except as specifically provided herein) or demand, at the Landlord
Payment Address, or to such other party or such other address as Landlord may designate in writing.
Landlord’s acceptance of rent after it shall have become due and payable shall not excuse a delay
upon any subsequent occasion or constitute a waiver of any of Landlord’s rights hereunder. Except
as otherwise provided in this Lease, any additional rent or other sum owed by Tenant to Landlord
(other than Base Rent), and any cost, expense, damage or liability incurred by Landlord for which
Tenant is liable, shall be considered additional rent payable pursuant to this Lease to be paid by
Tenant no later than ten (10) days after the date Landlord notifies Tenant of the amount thereof.
If, on at least two (2) occasions during any calendar year, any sum payable by Tenant under this
Lease is paid by check which is returned due to insufficient funds, stop payment order, or
otherwise, then: (a) such event shall be treated as a failure to pay such sum when due; and (b) in
addition to all other rights and remedies of Landlord hereunder, Landlord shall be entitled (i) to
impose, as additional rent, a returned check charge of Fifty Dollars ($50.00) to cover Landlord’s
administrative expenses and overhead for processing, and (ii) to require that all future payments
be remitted by wire transfer, money order, or cashier’s or certified check for the twelve (12)
months following the month in which the check is returned to Landlord.



     4.4 Landlord and Tenant agree that no rental or other payment for the use or occupancy of the
Premises is or shall be based in whole or in part on the net income or profits derived by any
person or entity from the Building or the Premises. Tenant further agrees that it will not enter
into any sublease, license, concession or other agreement for any use or occupancy of the Premises
which provides for a rental or other payment for such use or occupancy based in whole or in part on
the net income or profits derived by any person or entity from the Premises so leased,
used or occupied. Nothing in the foregoing sentence, however, shall be construed as permitting or
constituting Landlord’s approval of any sublease, license, concession, or other use or occupancy
agreement not otherwise approved by Landlord in accordance with the provisions of Article VII.



ARTICLE V

INCREASES IN OPERATING EXPENSES AND REAL ESTATE TAXES




     5.1
For the purposes of this Article V, the term 
“Building” shall be deemed to include the
site upon which the Building is constructed and all associated
easements (which site is sometimes
referred to herein as the “Land”). Landlord shall prorate the common expenses and costs
for insurance premiums and with respect to the garage serving the Complex, as well as Real Estate
Taxes for the Complex if not separately assessed against the Building and the Land with respect to
each such building or parcel of land in the Complex in such manner as Landlord, in its sole but not
arbitrary judgment, shall determine.



     5.2 Commencing on the first anniversary of the Lease Commencement Date, Tenant shall pay as
additional rent Tenant’s proportionate share of the amount by which Operating Expenses
[as defined in Section 5.2(a) hereof] for each calendar year falling entirely or partly
within the Lease Term exceed a  base amount (the “Operating
Charges Base Amount”) equal to the Operating Expenses incurred during
the Operating Charges Base Year. Tenant’s proportionate share with respect to Operating
Expenses shall be that percentage which is equal to a fraction, the numerator of which is the
number of square feet of rentable area in the Premises, and the denominator



4









 




of which is the number of square feet of office rentable area from time to time in the
Building (excluding storage, roof and garage space).




          (a)
“Operating Expenses” shall mean the sum of all expenses actually incurred by Landlord in
the ownership, operation, management, maintenance, repair and cleaning of the Building, including,
but not limited to, the following: (l) electricity, gas, water, HVAC, sewer, telephone services and
other utility charges of every type and nature; (2) premiums and other charges for insurance and
deductibles under such insurance policies with respect to repairs and replacements which would
otherwise qualify as Operating Expenses under this Section 5.2(a); (3) management fees and
personnel costs of the Building; (4) costs of service and
maintenance contracts; (5) charges for
janitorial, trash removal and cleaning services and supplies furnished to the Building; (6) any
business, professional and occupational license tax or fee payable by Landlord with respect to the
Building; (7) reasonable reserves for replacements, repairs and contingencies, the expenses of
which would be includable in Operating Expenses pursuant to this Section 5.2.(a); (8) costs of snow
removal; (9) costs incurred by Landlord during the Lease Term for the acquisition and./or
replacement of telecommunications systems, energy management systems, life safety systems,
equipment, systems or machinery intended to reduce Operating Expenses or the rate of Operating
Expenses from what it otherwise would have been in the absence of such acquisition or replacement,
or to comply with insurance requirements or the requirements of any Laws (as hereinafter defined in
Section 6.1), or any other improvements or replacements made in order to promote the efficient
operation of the Building; provided however that Landlord shall amortize such costs over the useful
life of any such expenditure (as reasonably determined by Landlord), together with interest thereon
at twelve percent (12%) per annum; (10) that portion of expenses incurred by Landlord in the
operation of the Complex which are allocable to the Building; and (11) any other expense actually
incurred by Landlord in owning, managing, maintaining, repairing, operating or cleaning
the Building, whether or not provided on the Lease Commencement Date, and after excluding or
deducting therefrom, as applicable, any rebate received by Landlord of amounts which would otherwise
be (or had been) included in Operating Expenses. Operating Expenses shall not include: (i)
principal or interest payments on any Mortgages (as defined in Section 2l .1); (ii) leasing
commissions or legal fees with respect to the negotiation of leases; (iii) capital expenditures, except
as specified above; (iv) the costs of special services and utilities separately paid by particular
tenants of the Building; (v) costs which are reimbursed to Landlord by insurers or by governmental
authorities in eminent domain proceedings; (vii) advertising for vacant space in the Building;
(viii) the cost of tenant improvements; (ix) amounts paid to any person, firm or corporation
related to or otherwise affiliated with Landlord which are in excess of arm’s-length competitive
prices paid in the Washington, D.C. metropolitan area for the services or goods provided; (x) costs
of operation of the parking garage at the Complex (but not of the maintenance or repair of same by
Landlord, as opposed to any parking operator), except that the costs of paving, power sweeping and
power washing shall be excluded from Operating Expenses in all events; (xi) ground rent, except for
any portion thereof which is utilized for the payment of Real Estate Taxes, insurance premiums or
the like; (xii) sums paid by Landlord as an indemnification of
any party and damages, fines, late
charges, penalties or interest for Landlord’s violation of laws, provided that Tenant’s act or
omission has not contributed to any such damages, fines, late charges, penalties or interest and
Tenant was then current in the payment of all Rent due and payable
under this Lease; (xiii)
depreciation of the Building or equipment therein, except as hereinabove provided with respect to
certain capital expenditures; (xiv) advertising and promotional
expenditures; (xv) amounts which have
been reimbursed for any purpose, except through a tenant’s payment of its proportionate share of
the Operating Expenses; (xvi) expenses in connection with services or other benefits of a type or
quantity beyond the scope of this Lease which are not made available to Tenant but which are
provided to one or more other tenants or occupants of the Building; (xvii) any and all costs
arising from the presence of Hazardous Materials (as hereinafter defined) in or about the Premises,
the Building or the Land which are present on the date this Lease is
executed; (xviii) costs
(including, in connection therewith, all attorneys’ fees and costs of settlement judgments and
payments in lieu thereof) arising from claims, disputes or potential disputes in connection with
potential or actual claims, litigation or
arbitrations pertaining to monetary disputes with tenants or the sale, financing, refinancing
or leasing of the Building; (xix) costs associated with the operation of the business of the
partnership or entity which constitutes Landlord, as the same are distinguished from the costs of
operation of the Building, including partnership accounting and legal
matters; (xx) costs of
defending any lawsuits with any mortgagee (except as the actions of




5









 







Tenant
may be in issue); (xxi) costs of selling, syndicating, financing, mortgaging or hypothecating
any of Landlord’s interest in the Building; (xxii) costs of any disputes between Landlord and its
employees (if any) not engaged in Building operations, disputes of
Landlord with Building
management, or outside fees paid in connection with monetary disputes with other tenants; (xxiii)
costs of initial construction of the Building and the costs of preparing, replacing or otherwise
correcting defects (but not the costs of repair for normal wear and
tear) in the Construction of the Building or
any of its components; (xxiv) “Tap Fees” or one-time lump sum sewer or water connection fees for
the Building payable in connection with the initial construction of the Building; (xxv) rentals for
any space in the Building which is set aside for conference facilities, storage facilities or
exercise facilities; (xxvi) wages and salaries for off-site employees (other than employees who
are based off-site but who provide some or all of their services at the Building with respect
to the operation, management, maintenance, repair and cleaning of the  Building) and
employees at the Building above the level of Property Manger; and (xxvii) all costs resulting
from the non-compliance of the Building with the ADA (as hereinafter defined) as of the date this
Lease is executed.




          (b) If the average occupancy rate for the Building during any calendar year (including the
Operating Charges Base Year) is less than one hundred percent (100%), or if any tenant is separately
paying for (or does not require) electricity or janitorial services furnished to its premises,
then Operating Expenses for such year shall be deemed to include all additional expenses, as
reasonably estimated by Landlord, which would have been incurred during such year if such average
occupancy rate had been one hundred percent (100%) and if Landlord
paid for electricity and janitorial
services furnished to such premises. In no event shall the provisions
of this paragraph be used to
enable Landlord to collect from the tenants of the Building more than one hundred percent  (100%)
of the costs and expenses incurred by Landlord in owning, managing, maintaining, repairing, operating and
 cleaning the Building and the Land.




          (c) Tenant shall make estimated monthly payments to Landlord on account of the amount by which
Operating Expenses that are expected to be incurred during each calendar year (or portion thereof)
would exceed the Operating Charges Base Amount. On or about the beginning of the Lease Term and
on or about the beginning of each calendar year thereafter, Landlord may submit a statement
setting forth Landlord’s reasonable estimate of such excess and Tenant’s proportionate share
thereof. Tenant shall pay to Landlord on the first day of  each month following receipt of such
statement, until Tenant’s receipt of the succeeding annual
statement, an amount equal to one-twelfth (1/12) of each such share (estimated on an annual basis). From time to time during any
calendar year, Landlord may revise Landlord’s estimate and adjust Tenant’s monthly
payments to reflect Landlord’s revised estimate. Within approximately one hundred twenty (120)
days after the end of each calendar year, or as soon thereafter as is feasible, Landlord shall
submit a statement showing (l) Tenant’s proportionate share of the amount by which Operating
Expenses incurred during the preceding calendar year exceeded the Operating Charges Base Amount,
and (2) the aggregate amount of Tenant’s estimated payments made on account of Operating Expenses
during such year. If such statement indicates that the aggregate amount of such estimated payments
exceeds Tenant’s actual liability, then Landlord shall credit the net overpayment toward Tenant’s
next estimated payment(s) pursuant to this Section. If such statement indicates that Tenant’s
actual liability exceeds the aggregate amount of such estimated payments, then Tenant shall pay
the amount of such excess as additional rent within thirty  (30) days after Tenant’s receipt
of such statement.




          (d) Tenant
shall have the right to review, examine and/or audit (collectively,
“audit”), Landlord’s
books, records and accounts of, or pertaining to, increases in
Operating Expenses (“Increased
Operating Expenses”) and increased Real Estate Taxes
(“Increased Real Estate Taxes”). In order to
exercise such right Tenant must notify Landlord of Tenant’s desire to do so within thirty (30) days after
Tenant’s receipt of Landlord’s statements  of actual Increased Operating Expenses and Increased Real
Estate Taxes, respectively, for the preceding year. Such audit shall be conducted at
Landlord’s office in the Washington, D.C. metropolitan area,
during normal business hours, within thirty
(30) days after Tenant’s notice. Any
such audit shall be made only by Tenant’s employees or by an auditor hired by Tenant who is
a Certified Public Accountant (“CPA”), and who is
employed on other than a contingent
fee basis. Tenant shall notify Landlord of the results of such audit
in writing. In the event that
any such audit reveals an overstatement or understatement of Tenant’s percentage of Increased




6









 







Operating
Expenses or Tenant’s percentage of Increased Real Estate Taxes, or both, for the
preceding year, and such overstatement or understatement as revealed thereby is agreed by Landlord
to be, or is conclusively determined by a court of competent jurisdiction to be, correct (and all
periods for appeal have expired and no appeal is pending), then Tenant shall pay to Landlord its
pro rata share of any underpayment within thirty (30) days after the date such audit is agreed to
by Landlord or is conclusively determined by a court of competent jurisdiction to be correct (and
all periods for appeal have expired and no appeal is pending), and Tenant shall have the right to a
credit in the amount of Tenant’s percentage of any overpayment. Such credit shall be applied
against the Rent next coming due and payable hereunder. In the event that such audit reveals that
Operating Expenses, Real Estate Taxes, or both were overstated in the amount of five percent (5%)
or more, then Tenant shall have the right to receive from Landlord a reimbursement of the
reasonable costs and expenses incurred by Tenant in connection with such audit of Operating
Expenses or Real Estate Taxes or both. In the event that such audit reveals that Operating
Expenses, Real Estate Taxes or both were not overstated or were overstated in an amount less than
five percent (5%), then Landlord shall have the right to receive from Tenant a reimbursement of
costs and expenses incurred by Landlord in connection with such audit of Operating Expenses, Real
Estate Taxes or both, including, but not limited to, compensation for that portion, if any, of the
time of Landlord’s property management personnel which is in excess of five (5) hours.




               Tenant
hereby agrees (i) that none of Tenant’s members, shareholders, directors, officers or
partners or Office Manager, Administrator or similarly titled personnel shall, or shall authorize
anyone else to, initiate any discussions with, or respond to any requests for information from, any
person as to the existence, status or results of any such audit and (ii) that Tenant shall instruct
Tenant’s auditors and attorneys and their employees to keep the results of such audit in strictest
confidence; provided, however, that Landlord hereby agrees that
nothing set forth above shall preclude
Tenant from disclosing the results of such audit (A) in any judicial or quasi-judicial
proceeding, or pursuant to court order or discovery request, or (B) to any current or prospective
assignee or sublessee of Tenant or, (C) to any agent, representative or employee of Landlord who
or which requests the same, or (D) to any mortgagee of the Building, the Land or both, who or which
requests the same.



     5.3
Commencing on the first anniversary of the Lease Commencement Date, for each
calendar year during the Lease Term, Tenant shall pay as additional rent Tenant’s
proportionate share of the amount by which Real Estate Taxes [as
defined in Section 5.3(a) hereof] for each calendar year falling entirely or
partly within the Lease Term exceed a base amount (the “Real Estate
Taxes Base Amount”) equal to the Real  Estate Taxes incurred during the Real Estate
Taxes Base Year, as finally determined, which shall mean that the Real Estate Taxes
for the calendar year at issue are subject to no further contest or appeal by
Landlord or the taxing authority. Tenant’s proportionate share with respect to Real
Estate Taxes shall be that percentage which is equal to a fraction, the numerator of
which is the number of square feet of rentable area in the Premises, and the
denominator of which is the number of square feet of total rentable area from time to
time in the Building (excluding storage, roof and garage space).



          (a)
“Real Estate Taxes” shall mean (l) all real estate taxes, vault and/or public space
rentals, business district or arena taxes, front foot benefit charges, special user fees, rates,
and assessments (including general and special assessments, if any), ordinary and extraordinary,
foreseen and unforeseen, which are imposed upon Landlord or assessed against the Building or the
Land or Landlord’s personal property used in connection therewith, (2) any other present or future
taxes or governmental charges that are imposed upon Landlord or assessed against the Building or
the Land which are in the nature of or in substitution for real estate taxes, including any tax
levied on or measured by the rents payable by tenants of the Building, all taxes and assessments
for public improvements or any other purpose and any gross receipts or receipts or similar taxes,
and (3) expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and
court costs) incurred in reviewing, protesting or seeking a
reduction of real estate taxes, whether or not such protest or reduction is ultimately
successful. Subject to the foregoing, Real Estate Taxes shall not include any inheritance, estate,
gift, franchise, corporation, net income or net profits tax assessed against Landlord from the
operation of the Building or any personal property tax.




7









 








          (b) [Intentionally omitted.]




          (c) Tenant shall make estimated monthly payments to Landlord on account of the amount by which
Real Estate Taxes that are expected to be incurred during each calendar year would exceed the Real
Estate Taxes Base Amount. At the beginning of the Lease Term and at the beginning of each calendar
year thereafter, Landlord may submit a statement setting forth Landlord’s reasonable estimate of
such amount and Tenant’s proportionate share thereof. Tenant shall pay to Landlord on the first day
of each month following receipt of such statement, until Tenant’s receipt of the succeeding annual
statement, an amount equal to one-twelfth (1/12) of such share [estimated on an
annual basis without proration pursuant to Section 5.3(d) hereof]. From time to time during
any calendar year, Landlord may revise Landlord’s estimate and adjust Tenant’s monthly
payments to reflect Landlord’s revised estimate. After the end of each calendar year Landlord shall
submit a statement showing (1) Tenant’s proportionate share of the amount by which Real Estate
Taxes incurred during the preceding calendar year exceeded the Real
Estate Taxes Base Amount, and
(2) the aggregate amount of Tenant’s estimated payments made during such year, which statement
shall be accompanied by a copy of the tax bill(s) upon which the statement is based. If such
statement indicates that the aggregate amount of such estimated payments exceeds Tenant’s actual
liability, then Landlord shall credit the net overpayment toward Tenant’s next estimated payment(s)
pursuant to this Section, or, if the Lease Term has expired at the time of Landlord’s issuance of
such statement, then Landlord shall pay to Tenant the proportionate share of such refund to which
Tenant is entitled pursuant to this Section 5.3 within thirty (30) days following Landlord’s
issuance of such statement. If such statement indicates that Tenant’s actual liability exceeds the
aggregate amount of such estimated payments, then Tenant shall pay the amount of such excess as
additional rent within thirty (30) days after Tenant’s receipt of such statement.




          (d) If the Lease Term commences or expires on a day other than the first day or the last day
of a calendar year, respectively, then Tenant’s liabilities pursuant to this Article for such
calendar year shall be apportioned by multiplying the respective amount of Tenant’s proportionate
share thereof for the full calendar year by a fraction, the numerator of which is the number of
days during such calendar year falling within the Lease Term, and the denominator of which is
three hundred sixty-five (365).




ARTICLE VI

USE OF PREMISES




     6.1 Tenant shall use and occupy the Premises solely for general (non-medical and
non-governmental) office purposes for a business and in a manner that is consistent with the
first-class image of the Building and which is in compliance with the requirements of this Article
VI and is compatible with the other uses within, and the terms of other leases with respect to, the
Building, and for no other use or purpose. Tenant shall not use or occupy the Premises for any
unlawful purpose, or in any manner that will violate the certificate of occupancy for the Premises
or the Building or that will constitute waste, nuisance or unreasonable annoyance to Landlord or
any other tenant or user of the Building (in each case, in Landlord’s reasonable judgement), or in
any manner that will increase the number of parking spaces required for the Building or its full
occupancy as required by law. Tenant shall comply with all present and future laws (including,
without limitation, the Americans with Disabilities Act (the
“ADA”) and the regulations
promulgated thereunder, as the same may be amended from time to time), ordinances (including
without limitation, zoning ordinances and land use requirements), regulations, orders and
recommendations (including, without limitation, those made by any public or private agency having
authority over insurance rates) (collectively, “Laws”) concerning the use, occupancy and condition
of the Premises and all machinery, equipment, furnishings, fixtures and improvements therein, all
of which shall be complied with in a timely
manner at Tenant’s sole expense. Notwithstanding the foregoing, Landlord shall be responsible
for compliance of the Common Areas, Land and base building components
within the Premises
(except to the extent of any Alterations made by Tenant) with all applicable Laws, including, but
not limited to, the ADA, throughout the Lease Term. If any such Law requires an occupancy or use
permit or license for the Premises or the operation of the business conducted therein (including a
certificate of occupancy or nonresidential use permit), then Tenant shall obtain and keep current
such




8











 




permit or license at Tenant’s expense and shall promptly deliver a copy thereof to Landlord. Use of
the Premises is subject to all covenants, conditions and restrictions of record. Tenant shall not
use any space in the Building for the sale of goods to the public at large or for the sale at
auction of goods or property of any kind. Tenant shall not conduct any operations, sales,
promotions, advertising or special events in, on or about the Complex outside of the Premises.
Tenant shall have the right to contest any attempted enforcement by any governmental agency of any
of the Laws against Tenant, and provided that Tenant is diligently pursing such contest, then Tenant
shall not be deemed to be in default under this Lease with respect to any compliance with such Laws
unless and until such contest has been finally adjudicated and is not subject to any further
contest or appeal.




     6.2 Tenant shall pay before delinquency any business, rent or other taxes or fees that are now
or hereafter levied, assessed or imposed upon Tenant’s use or occupancy of the Premises, the
conduct of Tenant’s business at the Premises, or Tenant’s equipment, fixtures, furnishings,
inventory or personal property. If any such tax or fee is enacted or altered so that such tax or
fee is levied against Landlord or so that Landlord is responsible for collection or payment
thereof, then Tenant shall pay as additional rent the amount of such tax or fee.



     6.3
Tenant shall not cause or permit any Hazardous Materials to be generated,
used, released, stored or disposed of in or about the Building, the Land, or the
Complex, provided that Tenant may use and store reasonable quantities
of standard
cleaning materials and office supplies as may be reasonably necessary for Tenant to
conduct normal general office use operations in the Premises provided the same are
handled, stored and disposed of in accordance with all Laws. At the expiration or
earlier termination of this Lease, Tenant shall surrender the Premises to Landlord
free of Hazardous Materials which are brought into the Premises by Tenant or any
Invitees (as hereinafter defined) by Tenant and free of any Environmental Default on
the part of Tenant. “Hazardous Materials” means (a) asbestos and any asbestos
containing material and any substance that is then defined or listed
in, or otherwise
classified pursuant to, any Environmental Law or any other applicable Law as a
“hazardous substance,” “hazardous material,” “hazardous waste,”
“infectious waste,”
“toxic substance,” “toxic pollutant” or any other formulation intended to define, list,
or classify substances by reason of deleterious properties such as ignitability,
corrosivity, reactivity, carcinogenicity, toxicity, reproductive toxicity, or
Toxicity Characteristic Leaching Procedure (TCLP) toxicity, (b) any petroleum and
drilling fluids, produced waters, and other wastes associated with the exploration,
development or production of crude oil, natural gas, or geothermal resources, and (c)
any petroleum product, polychlorinated biphenyls, urea formaldehyde, radon gas,
radioactive material (including any source, special nuclear, or by-product material),
medical waste, chlorofluorocarbon, lead or lead-based product, and any other substance
whose presence could be detrimental to the Building, the Land, or the Complex or
hazardous to health or the environment. “Environmental Law” means any present and
future Law and any amendments (whether common law, statute, rule, order, regulation or
otherwise), permits and other requirements or guidelines of governmental authorities
applicable to the Building or the Land and relating to the environment and
environmental conditions or to any Hazardous Material.



          (a) Notwithstanding any termination of this Lease, Tenant shall indemnify and hold
Landlord, its employees and agents harmless from and against any damage, injury, loss, liability,
charge, demand or claim based on or arising out of the presence or removal of, or failure to
remove, Hazardous Materials generated, used, released, stored or disposed of by Tenant or any
Invitee in or about the Building, whether before or after Lease Commencement Date. In addition,
Tenant shall give Landlord immediate verbal and follow-up written
notice of any actual or
threatened Environmental Default, which Environmental Default Tenant shall cure in accordance with
all Environmental Laws and to the satisfaction of Landlord and only after Tenant has obtained
Landlord’s prior written consent, which shall not be unreasonably withheld. An “Environmental
Default” means any of the following by Tenant or any Invitee: a violation of an Environmental Law;
a release, spill or discharge of a Hazardous Material on or from the Premises, the Land or the
Building; an environmental condition requiring responsive action; or
an emergency environmental
condition. Upon any Environmental Default, in addition to all other rights available to Landlord
under this Lease, at law or in equity, Landlord shall have the right but not the obligation to immediately enter the Premises, to supervise and approve any actions taken
by Tenant to address the Environmental Default, and, if Tenant fails to immediately address same to
Landlord’s satisfaction, to perform, at



9









 






Tenant’s sole cost and expense, any lawful action necessary to address same. If any lender or
governmental agency shall require testing to ascertain whether an Environmental Default is pending
or threatened, then Tenant shall pay the reasonable costs therefor as additional rent. Promptly
upon request, Tenant shall execute from time to time affidavits, representations and similar
documents concerning Tenant’s best knowledge and belief regarding the presence of Hazardous
Materials at or in the Building, the Land or the Premises.




          (b) In the event that Landlord receives written notice from a governmental agency of the
presence of Hazardous Materials in the Premises or in any of the Common Areas of the Building which
are utilized by Tenant in a quantity and of a nature that violates any applicable governmental laws
or regulations and that were not introduced to the Building by or on
behalf of Tenant, Landlord
shall take such action, if any, as may be required to comply with such governmental laws or
regulations; provided, however, that Landlord shall have the right to contest any such notice of
violation, in which case Landlord’s obligation to cure shall not arise until after the final
adjudication of the validity of the violation notice.




     6.4 Landlord at its expense (subject to reimbursement pursuant to Article V to the extent
permitted thereby) shall take steps necessary to comply with Title III of the ADA to the extent
same applies directly to the common areas of the Building as a whole;
provided, however, that to
the extent any non-compliance is a result of the use or occupancy of the Premises or any action or
inaction of Tenant or any Invitee (as defined in Article VIII), or if any improvements made by
Landlord to comply with the ADA benefit solely the Premises, then such compliance shall be at
Tenant’s cost. Tenant at its sole cost and expense shall be solely responsible for taking any and
all measures which are required to comply with the ADA concerning the
Premises (including means of
ingress and egress thereto) and the business conducted therein. Any Alterations made or constructed
by Tenant for the purpose of complying with the ADA or which otherwise require compliance with the
ADA shall be done in accordance with this Lease; provided, that Landlord’s consent to such
Alterations shall not constitute either Landlord’s assumption,
in whole or in part, of Tenant’s
responsibility for compliance with the ADA, or representation or confirmation by Landlord that such
Alterations comply with the provisions of the ADA.



     6.5 If Landlord receives written notice from a governmental agency of the presence, in the
Premises or in any of the Common Areas of the Building, of a condition that violates any applicable
laws or governmental regulations and that was not created or caused by or on behalf of Tenant,
Landlord shall timely take such action, if any, as may be required to comply with such law or
governmental regulations; provided, however, that Landlord shall have the right to contest any such
notice or violation, in which case Landlord’s obligation to cure shall not arise until after the
final adjudication of the validity of the violation notice.



ARTICLE VII

ASSIGNMENT AND SUBLETTING




     7.1 Tenant shall not assign, transfer or otherwise encumber (collectively, “assign”) this
Lease or all or any of Tenant’s rights hereunder or interest herein, or sublet or permit anyone to
use or occupy (collectively, “sublet”) the Premises or any part thereof, without
obtaining the  prior written consent of Landlord, which consent may be withheld or
granted in Landlord’s sole and absolute discretion. No assignment or right of occupancy hereunder
may be effectuated by operation of law or otherwise without the prior written consent of Landlord.
Notwithstanding any of the foregoing to the contrary, provided that Tenant is not in default under
this Lease, and subject to Landlord’s rights and Tenant’s
obligations pursuant to Sections 7.4
and 7.5 below, Landlord shall not unreasonably withhold its consent to any proposed subletting of
all or any portion of the Premises. Without limiting the generality of the immediately preceding
sentence, and except as hereinafter provided in this Section 7.1, it is specifically agreed that it
shall be reasonable for Landlord to withhold its consent if:
(i) the proposed subtenant is engaged in
a business, or the Premises will be used in a manner, that is inconsistent with the first-class
image of the Building; or (ii) Landlord is not satisfied with the financial capacity of the
proposed subtenant to pay the subrent provided for in the proposed sublease; or (iii) the proposed
use of the Premises is not in compliance with Article VI



10









 







or is not compatible with the other uses within, and the terms of other leases with respect
to, the Building; or (iv) the initial Tenant does not remain fully liable as a primary obligor for
the payment of all rent and other charges payable by Tenant under this Lease and for the
performance of all other obligations of Tenant under this Lease; or (v) the proposed subtenant is a
governmental or quasi-governmental agency; or (vi) the proposed use of the Premises shall increase
the pedestrian traffic in the Building above the level of traffic generated by normal and
customary office usage; provided, however, that if the Proposed Sublet or Assignment Space, as
hereinafter defined (when aggregated with all other space subleased by Tenant) comprises not more
than eight thousand (8,000) square feet of rentable area of the Premises, exclusive of any space
which is then subleased to or has then been assigned to a related entity or a successor entity) (as
each of such terms is defined in Section 7.2 hereof), it is specifically agreed that it shall be
reasonable for Landlord to withhold its consent if and only if: (a) the proposed use of the
Premises is not in compliance with Article VI or is not compatible with the other uses within, and
the terms of other leases with respect to, the Building, (b) the proposed subtenant has a
demonstrated unsuitability to sublease the proposed subleased premises and to occupy space in the
Building, and (c) Tenant is not then in default in the performance of any of its obligations under
this Lease, and for no other reason. Any attempted assignment, transfer or other encumbrance of
this Lease or all or any of Tenant’s rights hereunder or interest herein, and any sublet or
permission to use or occupy the Premises or any part thereof not in accordance with this Article
VII shall be void and of no force or effect. Any assignment or subletting, Landlord’s consent
thereto, or Landlord’s collection or acceptance of rent from any assignee or subtenant shall not be
construed either as waiving or releasing Tenant from any of its liabilities or obligations under
this Lease as a principal and not as a guarantor or surety, or as relieving Tenant or any assignee
or subtenant from the obligation of obtaining Landlord’s prior written consent to any subsequent
assignment or subletting. As security for this Lease, Tenant hereby collaterally assigns to
Landlord the rent due from any assignee or subtenant of Tenant. For any period during which an
Event of Default on the part of Tenant is continuing, Tenant hereby authorizes each such assignee
or subtenant to pay said rent directly to Landlord upon receipt of notice from Landlord specifying
same. Landlord’s collection of such rent shall not be construed as an acceptance of such assignee
or subtenant as a tenant. Tenant shall not mortgage, pledge, hypothecate or encumber (collectively
“mortgage”) this Lease without Landlord’s prior written consent, which consent may be granted or
withheld in Landlord’s sole and absolute discretion. To reimburse Landlord for expenses incurred by
Landlord in connection with Tenant’s request for Landlord to give its consent to any assignment,
subletting, or mortgage, Tenant shall pay to Landlord (a) an administrative fee of one thousand
dollars ($1,000) and (b) Landlord’s reasonable
attorney’s fees actually incurred; provided, however,
that the administrative fee described in clause (a) of this sentence shall not apply to any
sublease with respect to which the Proposed Sublet or Assignment
Space (when all aggregated with all
other space subleased by Tenant) comprises not more than eight
thousand (8,000) square feet of
rentable area of the Premises nor to any sublease to any successor entity, related entity or both
(as such terms are defined in Section 7.2 hereof). Any sublease, assignment or mortgage shall, at
Landlord’s option, be effected on forms approved by Landlord in its reasonable judgment. Tenant
shall deliver to Landlord a fully-executed copy of each agreement evidencing a sublease, assignment
or mortgage within ten (10) days after Tenant’s execution thereof and such agreement shall be of no
force or effect until Landlord has executed a consent in form and substance acceptable to Landlord
in its reasonable discretion and in accordance with the provisions of this Section 7.1.



     7.2 If Tenant is a partnership, then any event (whether voluntary, concurrent or related)
resulting in a dissolution of Tenant, any withdrawal or change (whether voluntary, involuntary or by
operation of law) of partners owning a controlling interest in Tenant (including each general
partner), or any structural or other change having the effect of limiting the liability of the
partners to Landlord shall be deemed a voluntary assignment of this Lease subject to the provisions
of this Article. If Tenant is a corporation (or a partnership with a corporate general partner),
then any event (whether voluntary, concurrent or related) resulting in a dissolution, merger,
consolidation or other reorganization of Tenant (or such corporate
general partner), or the sale or
transfer or relinquishment of the interest of shareholders who, as of the date of this Lease, own a
controlling interest of the capital stock of Tenant (or such corporate general partner), shall be
deemed a voluntary assignment of this Lease subject to the provisions of this Article; provided,
however, that the foregoing portion of this sentence shall not apply to corporations whose stock is
traded through a national or regional exchange or over-the-counter market or issued pursuant to an
initial or any secondary public offering. If Tenant is a limited liability company, then any
dissolution of Tenant or a



11









 







withdrawal or change, whether voluntary, involuntary or by operation of law, of members owning a
controlling interest in Tenant shall be deemed a voluntary assignment of this Lease. In addition, a
transfer of all or substantially all of the assets of Tenant, either by merger, consolidation, or
otherwise shall be deemed to be an assignment under this Article VII. Whether Tenant is a
partnership, corporation or any other type of entity, then at the option of Landlord, a sale of all
or substantially all of its a assets, a change in its name of which Landlord has not received prior
notice, or a conversion into any other type of entity shall also be deemed voluntary assignment of
this Lease. Notwithstanding anything contained in this Article VII to the contrary, provided that
Tenant is not in default hereunder, Tenant may, upon at least fifteen (15) days prior written
notice to Landlord but without Landlord’s prior written consent and without being subject to
Landlord’s rights and Tenant’s obligations set forth in
Sections 7.4, 7.5 and 7.6 below, assign or
transfer its entire interest in this Lease or sublease the entire Premises or any portion thereof:
(a) to a corporation or other business entity (herein sometimes referred to as a “successor
entity”) into or with which Tenant shall be merged or consolidated, or to which substantially all
of the assets of Tenant may be transferred, provided that such successor corporation shall have a
creditworthiness, net worth and liquidity factor which are all at least equal to the net worth and
liquidity factor of Tenant as of the date hereof, and provided that the successor entity shall
assume in writing all of the obligations and liabilities of Tenant under this Lease; or (b) to a
corporation or other business entity (herein sometimes referred to as a “related entity”) which
shall, directly or indirectly, control, be controlled by or be under common control with Tenant. In
the event of any such assignment or subletting, Tenant shall remain fully liable as a primary
obligor for the payment of all rent and other charges required hereunder and for the performance
of all  obligations to be performed by Tenant hereunder. For purposes of clause (b) above, “control”
shall be deemed to be ownership of more than fifty percent (50%) of the stock or other voting
interest of the controlled corporation or other business entity. Together with Tenant’s notice to
Landlord pursuant to this Section 7.2, Tenant shall submit to Landlord sufficient information
regarding the transaction as is reasonably necessary for Landlord to
confirm that the transaction
meets the qualifications set forth in this Section 7.2.



     7.3 If at any time during the Lease Term Tenant desires to assign, sublet or mortgage all or
part of this Lease or the Premises, then in connection with Tenant’s request to Landlord for
Landlord’s consent thereto, Tenant shall give notice to Landlord in writing (“Tenant’s Request
Notice”) containing the identity of the proposed assignee, subtenant or other party and a
description of its business; the terms of the proposed assignment, subletting or other transaction;
the commencement date of the proposed assignment, subletting or other transaction (the “Proposed
Sublease or Assignment Commencement Date”); the area proposed to be assigned, sublet or otherwise
encumbered(the “Proposed Sublet or Assignment Space”); the most recent financial statement or other
evidence of financial responsibility of such proposed assignee, subtenant or other party; and a
certification executed by Tenant and such party stating whether or not any premium or other
consideration is being paid for the assignment sublease or other transaction. Notwithstanding the
foregoing, in the event that Tenant desires to determine whether Landlord will exercise its right
to terminate this Lease with respect to the Proposed Sublet or Assignment Space in accordance with
the provisions of Section 7.4 hereof, Tenant shall have the
right to submit a request to Landlord
without including therein the information described in the immediately preceding sentence of this
Section 7.3 and instead including therein the following information: (i) the number of square feet
of rentable area which Tenant intends to sublease or, if it intends to assign its interest in this
Lease, then the fact that the proposed transaction would be an
assignment, and (ii) the term of the
proposed sublease with respect to the Proposed Sublet or Assignment Space. Landlord shall then have
thirty (30) days following its receipt of Tenant’s notice (such notice being hereinafter referred
to as “Tenant’s Special Request Notice”) to advise Tenant whether Landlord would exercise its right
to terminate this Lease with respect to the Proposed Sublet or Assignment Space. If within such
30-day period following Landlord’s receipt of Tenant’s Special Request Notice, Landlord advises
Tenant that Landlord intends to exercise its recapture right pursuant
to Section 7.4, then the date
of termination of this Lease with respect to the Proposed Sublet or Assignment Space shall be the
ninetieth (90th) day following the date on which Landlord delivers its response to Tenant. If
Landlord does not deliver a response to Tenant’s Special Request Notice within such 30-day period,
or if Landlord advises Tenant in writing within such 30-day period that Landlord does not intend to
exercise its termination right pursuant to Section 7.4 hereof, then, if Tenant submits a Tenant’s
Special Request Notice to Landlord to assign its interest in this Lease or to sublease the Proposed
Sublet or



12









 




Assignment Space, Landlord shall not have the right to terminate this Lease with respect to such
proposed assignment or sublease, except that if
(i) Tenant’s Request Notice which proposes a specific
proposed assignment or sublease is  not received by Landlord within one hundred twenty (120) days
following the date of Landlord’s delivery of its response to Tenant’s Special Request Notice, or
(ii) there is a change of more than five hundred (500) square feet of rentable area from the number
of square feet of rentable area described in Tenant’s Special Request Notice, or a change in the
form of the proposed transaction (that is, whether a sublease or assignment) or a change in the
term of a proposed sublease such that the term is more than three
(3) months shorter or longer than
the term as described in Tenant’s Special Request Notice, then Landlord’s right to terminate this
Lease, or to terminate this Lease with respect to the Proposed Sublet
or Assignment Space (as the
case may be) in accordance with the provisions of Section 7.4 hereof, shall then again apply fully
to Tenant’s Request Notice.




     7.4 If the term
 of the proposed sublease (including all applicable renewal terms thereof)
constitutes ninety percent (90%) or more of  the  remaining Lease Term and if the Proposed Sublet or
Assignment Space (when aggregated with all other space subleased by
Tenant) comprises more than six
thousand (6,000) square feet of rentable area of the Premises, then Landlord shall have the right in
its sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or
Assignment Space by sending Tenant written notice of such termination within thirty (30) days after
Landlord’s receipt of Tenant’s Request Notice. If the Proposed Sublet or Assignment Space does not
constitute the entire Premises but constitutes more than six thousand (6,000) square feet of
rentable area of the Premises and Landlord exercises its option to terminate this Lease with
respect to the Proposed Sublet or Assignment Space, then (a) Tenant shall tender the Proposed
Sublet or Assignment Space to Landlord on the Proposed Sublease or Assignment Commencement Date and
such space shall thereafter be deleted from the Premises, and (b) as to that portion of the
Premises which is not part of the Proposed Sublet or Assignment Space, this Lease shall remain in
full force and effect except that Base Rent and additional rent shall be reduced pro rata. The cost
of any construction required to permit the operation of the Proposed Sublet or Assignment Space
separate from the balance of the Premises shall be paid by Tenant to Landlord as additional rent
hereunder. If the Proposed Sublet or Assignment Space constitutes the entire Premises and Landlord
elects to terminate this Lease, then Tenant shall tender the Proposed Sublet or Assignment Space to
Landlord, and this Lease shall terminate, on the Proposed Sublease or Assignment Commencement Date.
If the term of the proposed sublease (including all applicable renewal terms thereof) constitutes
less than ninety percent (90%) of the remaining Lease Term and if the Proposed Sublet or Assignment
Space (when aggregated with all other space subleased by Tenant) comprises more than six
thousand (6,000) square feet of rentable area of the Premises, exclusive of any space sublet or
assigned to a related entity or to a successor entity, then Landlord shall have the right in its
sole and absolute discretion to terminate this Lease with respect to the Proposed Sublet or
Assignment Space for the term of the proposed sublease by sending Tenant written notice of such
termination within thirty (30) days after Landlord’s receipt of Tenant’s Request Notice.



     7.5
If any sublease or assignment (whether by operation of law or otherwise, including without
limitation an assignment pursuant to the provisions of the Bankruptcy Code or any other Insolvency
Law), other than a sublease or assignment to a related entity or successor entity (as to which
this Section 7.5 shall not apply), provides that the subtenant
or assignee thereunder is to pay any
amount in excess of the rental and other charges due under this Lease, then whether such excess be
in the form of an increased monthly or annual rental, a lump sum payment, payment for the sale,
transfer or lease of Tenant’s fixtures, leasehold improvements, furniture and other personal
property, or any other form (and if the subleased or assigned space does not constitute the entire
Premises, the existence of such excess shall be determined on a pro-rata basis), Tenant shall pay
to Landlord fifty percent (50%) of any such excess or other premium applicable to the sublease or
assignment (after deducting Tenant’s reasonable, out-of-pocket costs incurred in
subleasing [consisting of attorneys’ fees, leasehold improvements and allowances
for same, advertising expenses, moving allowances, any other monetary
allowances (other than rent
abatement) and brokerage commissions], but not deducting any costs attributable to vacancy periods
or “downtime”), which amount shall be paid by Tenant to Landlord (unless such payment is otherwise
waived, in whole or in part, by Landlord in writing) as additional rent upon such terms as shall be
specified by Landlord and in no event later than ten (10) days after any receipt thereof by Tenant.
Landlord shall have the right, which shall be



13









 







exercisable in its sole and absolute discretion, to advise Tenant that the provisions of this
Section 7.5 shall not apply to one or more proposed subleases or assignments. Acceptance by
Landlord of any payments due under this Section shall not be deemed to constitute approval by
Landlord of any sublease or assignment, nor shall such acceptance waive any rights of Landlord
hereunder. Landlord shall have the right to inspect and audit Tenant’s books and records relating
to any sublease or assignment.



     7.6 All restrictions and obligations imposed pursuant to this Lease on Tenant shall be deemed
to extend to any subtenant, assignee, licensee, concessionaire or other occupant or transferee, and
Tenant shall cause such person to comply with such restrictions and obligations. Any assignee shall
be deemed to have assumed obligations as if such assignee had originally executed this Lease and at
Landlord’s request shall execute promptly a document confirming such assumption. Each sublease is
subject to the condition that if the Lease Term is terminated or Landlord succeeds to Tenant’s
interest in the Premises by voluntary surrender or otherwise, at Landlord’s option the subtenant
shall be bound to Landlord for the balance of the term of such
sublease and shall attorn to and
recognize Landlord as its landlord under the then executory terms of such sublease or, at Landlord’s
sole option, the subtenant shall execute a direct lease with Landlord on Landlord’s then-current
standard form.



ARTICLE VIII

MAINTENANCE AND REPAIRS




     8.1 Except as specifically provided in this Lease, Tenant, at Tenant’s sole cost and expense,
shall promptly make all repairs, perform all maintenance, and make all replacements in and to the
Premises that are necessary or desirable to keep the Premises in first class condition and repair,
in a clean, safe and tenantable condition, and otherwise in accordance with all Laws and the
requirements of this Lease. Tenant shall maintain all fixtures, furnishings and equipment located
in, or exclusively serving, the Premises in clean, safe and sanitary condition, shall take good
care thereof and make all required repairs and replacements thereto;
provided, however, that this
sentence shall not be deemed to obligate Tenant to maintain, repair or replace any of the restrooms
located on the eleventh (11th) floor of the Building, such responsibility being solely that of
Landlord, all costs of which shall be included in Operating Expenses to the extent permitted by
Section 5.2(a) hereof. Tenant shall give Landlord prompt written notice of any defects or damage to
the structure of, or equipment or fixtures in, the Building or any part thereof. Tenant shall
suffer no waste or injury to any part of the Premises, and shall, at the expiration or earlier
termination of the Lease Term, surrender the Premises in an order and condition equal to or better
than their order and condition on the Lease Commencement Date, except for ordinary wear and tear
and as otherwise provided in Section 9.3 and Article XVII. Except as otherwise provided in Article
XVII, all injury, breakage and damage to the Premises and to any other part of the Building or the
Land caused by any act or omission of any invitee, agent, employee,
subtenant, assignee, contractor,
client, family member, licensee, customer or guest of Tenant (collective, “Invitees”) or Tenant,
shall be repaired by and at Tenant’s expense, except that Landlord shall have the right at
Landlord’s option to make any such repair and to charge Tenant for all costs and expenses incurred
in connection therewith.



     8.2 Except as otherwise provided in this Lease, Landlord shall (subject to reimbursement
pursuant to Article V) keep the exterior and demising walls, load bearing elements, foundations,
roof and common areas that form a part of the Building, and the building standard mechanical,
electrical, HVAC and plumbing systems, pipes and conduits that are provided by Landlord in the
operation of the Building (collectively, the “Building Structure and Systems”), clean and in good
operating condition and, promptly after becoming aware of any item needing repair, will make
repairs thereto. Notwithstanding any of the foregoing to the contrary: (a) maintenance and repair
of special tenant areas, facilities, finishes and equipment (including, but not limited to, any
special fire protection equipment, telecommunications and computer equipment, kitchen/galley
equipment, air-conditioning equipment serving the Premises only and all other furniture,
furnishings and equipment of Tenant and all Alterations) shall be the sole responsibility of Tenant
and shall be deemed not to be a part of the Building Structure and Systems; and (b)



14









 




Landlord shall have no obligation to make any repairs brought about by any gross negligence or any
act of willful misconduct on the part of Tenant or any of its Invitees.




ARTICLE IX

ALTERATIONS




     9.1 The original improvement of the Premises shall be accomplished in accordance with the provisions of this Section 9.1 and, except as specified in Section 3.2 hereof with respect to the
delivery of possession of the Premises to Tenant by Landlord, Landlord is under no obligation to
make any structural or other alterations, decorations, additions, improvements or other changes
(collectively, “Alterations”) in or to the Premises or the Building except as (if any) or as
otherwise expressly provided in this Lease. Notwithstanding the foregoing, Landlord shall make
available (i) for the performance of Tenant’s Work (as hereinafter defined) and (ii) in an amount
not to exceed twenty-five percent (25%) of the Tenant Allowance (as hereinafter defined), for space
planning, architectural and engineering services related thereto, legal fees and relocation
expenses relating to Tenant’s move to the Premises, Tenant’s internal security system and equipment
or rental thereof for use in the Premises, as well as the Tenant’s Work Coordination Fee (as
hereinafter defined), an allowance (the “Tenant Allowance”) in an amount equal to the product of
(a) Forty Dollars ($40.00) multiplied by (b) the number of square feet of rentable area comprising
the Premises. As used herein, the Tenant’s Work Coordination Fee shall mean an amount equal to
three percent (3%) of the costs of Tenant’s Work, which Tenant’s Work Coordination Fee Tenant shall
pay to Landlord. Landlord shall pay the Tenant Allowance to Tenant in increments, in each case
following Tenant’s completion of Tenant’s Work (as hereinafter defined) and Landlord’s receipt from
Tenant of (i) invoices reasonably evidencing work or services performed with respect to the portion
of Tenant’s Work (as hereinafter defined) for which disbursement of a portion of the Tenant
Allowance is being requested, (ii) receipted bills or other evidence that the aforesaid invoices
for which disbursement of a portion of the Tenant Allowance is being requested have been paid in
full, and (iii) waivers or releases of liens from each of Tenant’s contractors, subcontractors and
suppliers in connection with the work performed or materials supplied as evidenced by the aforesaid
invoices for which disbursement of a portion of the Tenant Allowance is being requested; provided,
however, that in no event shall Tenant have the right to request a disbursement of the Tenant
Allowance more often than once per month.



     Tenant shall improve the Premises in accordance with the Tenant’s Plans (as hereinafter
defined). Tenant shall submit to Landlord Tenant’s final plans and specifications for improvements
to the Premises (the “Tenant’s Plans”), which shall be subject to Landlord’s prior written approval
(the work set forth in the Tenant’s Plans being referred to herein as “Tenant’s Work”) which
approval shall not be unreasonably withheld or delayed with respect to items which do not affect
any of the structural components of the Building, any of the Building’s systems or the exterior
aesthetics of the Building. From and after the date of Landlord’s approval of the Tenant’s Plans,
any changes to the Tenant’s Plans shall not be binding unless approved in writing by both Landlord
and Tenant. Landlord’s approval of the Tenant’s Plans shall constitute approval of Tenant’s design
concept only and shall in no event be deemed a representation or warranty by Landlord as to whether
the Tenant’s Plans comply with any and all requirements of Laws applicable to the Tenant’s Plans
and Tenant’s Work.



     In the performance of Tenant’s Work, Tenant shall comply with all applicable laws, codes and
regulations. Tenant shall obtain all permits, certificates and other governmental approvals from
all governmental entities having jurisdiction thereover which are necessary for the prosecution and
completion of Tenant’s Work. Tenant’s Work shall include, but not be limited to, the cost of all
permits and governmental inspections, all architectural and engineering fees, the preparation and
delivery to Landlord of a complete set of “as-built” plans showing Tenant’s Work, in hard copy and
an acceptable electronic version thereof (which “as-built” plans shall be delivered to Landlord not
later than the tenth (10th) day following the completion of Tenant’s Work).



     Prior to commencing Tenant’s Work, Tenant shall provide to Landlord the name and address of
each contractor and subcontractor which Tenant intends to employ to perform Tenant’s Work, the use
of which subcontractors and contractors shall be subject to Landlord’s prior written approval,
which shall not be unreasonably withheld, conditioned or delayed if (1) the contractor or
subcontractor is properly licensed, (2) Landlord has had no prior experience with such contractor
or subcontractor which was unsatisfactory to Landlord or



15









 







any of Landlord’s affiliates and (3) Landlord knows of no prior unsatisfactory experience that a
third party has had with such contractor or subcontractor. Prior to the commencement of any of
Tenant’s Work, Tenant shall deliver to Landlord, with respect to each contractor and subcontractor
which Tenant intends to employ to perform any of Tenant’s Work, a certificate of insurance from
each such contractor or subcontractor specifying Landlord as a named insured and evidencing that
each such contractor or subcontractor has obtained the insurance coverages set forth in clauses
(1), (4), (5) and (6) of Section 13.2 of this Lease. Said contractors and subcontractors shall also
comply with other reasonable industry requirements of Landlord.



     9.2 Tenant shall not make or permit anyone to make any Alterations in or to the Premises or
the Building, without the prior written consent of Landlord, which consent may be withheld or
granted in Landlord’s sole and absolute discretion. Notwithstanding the foregoing, Landlord shall
not unreasonably withhold its consent to any non-structural Alteration which Tenant may desire to
make to the Premises; provided, however, that Landlord shall retain sole and absolute discretion to
withhold its consent to any Alteration, whether structural or non-structural, which may, in the
sole and absolute judgment of Landlord (i) adversely affect the
marketability of the Premises, (ii)
exceed the capacity of, hinder the effectiveness of, interfere with, or will be connected to the
electrical, mechanical, heating, ventilating, air conditioning, or plumbing systems of the Premises
or the Building, or (iii) be visible from outside the Premises. Notwithstanding the foregoing,
Tenant shall have the right, after providing at least ten
(10) days prior written notice to Landlord,
but without the necessity of obtaining Landlord’s consent, to
recarpet, repaint, or to make purely
“cosmetic” or “decorative” non-structural Alterations in and to the Premises that (I) do not fall
within clauses (i) through (iii) above, (II) do not
require the issuance of a building permit, and
(III) with respect to such “cosmetic” or “decorative” non-structural Alterations which consist of
work other than repainting or recarpeting, do not cost, when aggregated with all other Alterations
made during the previous twelve (12) months, more than ten thousand dollars ($10,000.00). Any
Alterations made by Tenant shall be made: (a) in a good, workmanlike, first-class and prompt
manner; (b) using new materials only; (c) by a contractor, on days, at times and under the
supervision of an architect approved in writing by Landlord; (d) in accordance with plans and
specifications prepared by an engineer or architect reasonably acceptable to Landlord, which plans
and specifications shall be approved in writing by Landlord, and all third party architectural or
engineering fees incurred by Landlord in connection therewith shall be reimbursed by Tenant to
Landlord as additional rent to cover Landlord’s administrative expenses and overhead for
processing; (e) in accordance with all Laws and the requirements of any insurance company insuring
the Building or any portion thereof; (f) after having obtained any required consent of the holder
of any Mortgage; (g) after obtaining public liability and worker’s compensation insurance policies
approved in writing by Landlord, which policies shall cover every person who will perform any work
with respect to such Alteration; and (h) upon request, after Tenant has delivered to Landlord
documentation reasonably satisfactory to Landlord evidencing Tenant’s financial ability to complete
the Alteration in accordance with the provisions of this Lease. Solely with respect to the original
improvement of the Premises by Tenant which is described in Section 9.1. hereof, Prior to each
payment to any contractor, subcontractor, laborer, or material supplier for all work, labor, and
services to be performed and materials to be furnished in connection with Alterations, Tenant shall
obtain and deliver to Landlord written, waivers of mechanics’ and materialmen’s liens (or partial
waivers thereof, as applicable) against the Premises and the Building, which may be conditioned
upon payment of a specific amount of money, from all proposed
contractors, subcontractors, laborers
and material suppliers for all work, labor and services performed and materials furnished in
connection with Alterations to the extent the costs thereof have been
paid and, at a minimum,
through the previous invoice submitted for payment. If any lien (or a petition to establish such
lien) is filed in connection with any Alteration, such lien (or petition) shall be discharged by
Tenant within ten (10) days thereafter, at Tenant’s sole cost and expense, by the payment thereof
or by the filing of a bond acceptable to Landlord. If Landlord gives its consent to the making of
any Alteration, such consent shall not be deemed to be an agreement or consent by Landlord to
subject its interest in the Premises or the Building to any liens which may be filed in connection
therewith. All Alterations involving structural, electrical, mechanical or plumbing work, the
heating, ventilation and air conditioning system of the Premises or the Building, and the roof of
the Building shall, at Landlord’s election, be performed by
Landlord’s designated contractor or
subcontractor at Tenant’s expense. Whether or not Landlord performs such work, then Landlord’s
property manager shall be paid additional rent in an amount equal to five percent (5%) of the cost
of such work



16









 







which is other than “cosmetic” or “decorative” non-structural Alterations the cost of which, when
aggregated with all other Alterations made during the previous twelve (12) months, is not more than
Ten Thousand Dollars ($10,000.00), any recarpeting and any repainting; provided, however, that with
respect to Tenant’s Work, Tenant shall pay to Landlord the Tenant’s Work Coordination Fee in lieu of
such five percent (5%) fee to Landlord’s property manager.
Promptly after the completion of an
Alteration, Tenant at its expense shall deliver to Landlord three (3) sets of accurate as-built
drawings showing such Alteration in place. Tenant shall reimburse
Landlord, its employees and
agents for (as additional rent), and shall indemnify, defend upon request and hold them harmless
from and against all costs, damages, claims, liabilities, expenses (including attorneys’ fees),
losses, penalties and court costs suffered by or claimed against them, directly or indirectly, based
on or arising out of in whole or in part, the construction or installation of Alterations.



          9.3 If any Alterations are made without the prior written consent of Landlord, Landlord shall
have the right at Tenant’s expense to remove and correct such Alterations and restore the Premises
and the Building to their condition immediately prior thereto, or to require Tenant to do the same.
All Alterations to the Premises or the Building made by either party shall immediately become the
property of Landlord and shall remain upon and be surrendered with the Premises as a part thereof
at the expiration or earlier termination of the Lease Term; provided, however, that (a) if Tenant
is not in default under this Lease, then Tenant shall have the right to remove, prior to the
expiration or earlier termination of the Lease Term, all movable furniture, furnishings and
equipment (including trade fixtures) installed in the Premises solely
at the expense of Tenant, and
(b) Tenant shall remove all Alterations and other items in the Premises or the Building which
Landlord designates in writing for removal. Notwithstanding the
foregoing, Tenant, upon submitting
its request to Landlord to make Alterations, shall have the right to request therein that Landlord
specify whether and to what extent Landlord will require Tenant to remove the Alterations in
question at the end of the Term, provided that Tenant refers therein to the provisions of this
Section 9.3. If Tenant shall fail to request such information in its request to make any
Alterations, such right shall be deemed null and void as to the Alterations in question, and all
such Alterations shall thereafter be subject to the exercise of Landlord’s right and to tenant’s
obligations set forth in the first sentence of this Section 9.3. If
Tenant submits it request for such
information in accordance with the foregoing provisions and Landlord consents to the Alterations
requested, Landlord shall, together with its consent, specify in writing whether and to what extent
it will require Tenant to remove the Alterations in question at the
end of the Term, and if Landlord
fails so to specify, Tenant shall have no further obligation to remove the Alterations which were
the subject of Tenant’s request. Landlord shall have the right at Tenant’s expense to repair all
damage and injury to the Premises or the Building caused by such removal or to require Tenant to do
the same. If such furniture, furnishings and equipment are not removed by Tenant prior to the
expiration or earlier termination of the Lease Term, the same shall at Landlord’s option become the
property of Landlord and shall be surrendered with the Premises as a part thereof; provided,
however, that Landlord shall have the right at Tenant’s expense to remove from the Premises such
furniture, furnishings and equipment and any Alteration which Landlord designates in writing for
removal or to require Tenant to do the same. If Tenant fails to return the Premises to Landlord as
required by this Section, then Tenant shall pay to Landlord, as
additional rent, all costs
(including a construction management fee) incurred by Landlord in effecting such return.




ARTICLE X

SIGNS




     10.1
Landlord will, at Landlord’s cost, list Tenant’s name in the Building directory, together
with a number of listings on such directory which is equal to a fraction, the numerator of which
is the number of square feet of rentable area in the Premises and the denominator of which is the
number of square feet of office rentable area in the Building on the Lease Commencement Date, and
Landlord shall provide Building standard signage on one suite entry door of the Premises. Except
for any sign on the interior of the Premises which is not visible from outside of the Premises, no
other sign, advertisement or notice referring to Tenant shall be inscribed, painted, affixed or
otherwise displayed on any part of the exterior or interior of the Building (including windows and
doors) without the prior written approval of Landlord, which may be granted or withheld in
Landlord’s sole and absolute



17









 







discretion. If any such item that has not been approved by Landlord is so displayed, then Landlord
shall have the right to remove such item at Tenant’s expense or to require Tenant to do the same.
Landlord reserves the right to install and display signs, advertisements and notices on any part of
the exterior or interior of the Building.



     Tenant, at Tenant’s sole cost and expense, shall have the right to place signage in the Common
Areas of the floor of the Building on which the Premises are located and on or adjacent to the
suite entries to the Premises, in locations mutually agreed upon by Landlord and Tenant, each
acting in their reasonable discretion, the design, size, quality, and method of
fabrication of which shall be subject to the prior written approval
of Landlord, which may be
granted or withheld in Landlord’s sole and absolute discretion. In addition, Tenant shall be
permitted to place signage on the outdoor marquee serving the Building, the design, size, quality,
location, color and method of fabrication of which shall all be subject to the prior written
approval of Landlord, which may be granted or withheld in Landlord’s sole and absolute discretion.



ARTICLE XI

 SECURITY DEPOSIT 




     11.1 Simultaneously with Tenant’s execution of this Lease, Tenant shall deposit with Landlord
the Security Deposit Amount (as defined in Section 1.9 hereof) as a security deposit which shall be
security for the performance by Tenant of all of Tenant’s obligations, covenants, conditions and
agreements under this Lease. Landlord shall not be required to maintain such security deposit in a
separate account. Within approximately thirty (30) days after the later of the expiration or
earlier termination of the Lease Term or Tenant’s vacating the Premises, Landlord shall return such
security deposit to Tenant, together with interest thereon, the amount of which interest shall be
the amount which is earned by Landlord with respect to the Security Deposit Amount in the
interest-bearing account in which Landlord shall maintain such Security Deposit Amount, which
account shall be determined by Landlord in its sole and absolute discretion, less such portion
thereof as Landlord shall have appropriated to satisfy any of Tenant’s obligations, or any default
by Tenant, under this Lease. If there shall be any default under this Lease by Tenant, then
Landlord shall have the right, but shall not be obligated, to use, apply or retain all or any
portion of the security deposit for the payment of any (a) Base Rent, additional rent or any other
sum as to which Tenant is in default, or (b) amount Landlord may spend or become obligated to
spend, or for the compensation of Landlord for any losses incurred, by reason of Tenant’s default
(including, but not limited to, any damage or deficiency arising in
connection with the reletting
of the Premises). If any portion of the security deposit is so used or applied, then within three
(3) business days after Landlord gives written notice to Tenant of such use or application, Tenant
shall deposit with Landlord cash in an amount sufficient to restore the security deposit to the
original Security Deposit Amount, and Tenant’s failure to do so shall constitute an Event of
Default under this Lease.



     11.2
Tenant shall have the right to deliver to Landlord an unconditional, irrevocable letter
of credit in substitution for the cash security deposit, subject to the following terms and
conditions. Such letter of credit shall be (a) in form and substance satisfactory to Landlord in
its sole discretion; (b) at all times equal to the Security Deposit Amount (as defined in Section
1.9 hereof), and shall permit multiple draws without a corresponding reduction in the amount of the
letter of credit (which requirement may also be satisfied by Tenant delivering to Landlord, within
five (5) business days following the draw by Landlord on the letter of credit, either (i) a
replacement letter of credit in the full amount of the Security Deposit Amount or (ii) an
additional letter of credit in the amount which the existing letter of credit was reduced as a
result of the draw by Landlord upon such letter of credit); (c) issued by a commercial bank
acceptable to Landlord in its sole and absolute discretion from time to time and located in the
Washington, D.C. metropolitan area and capable of being drawn upon in the Washington, D.C.
metropolitan area; (d) made payable to, and expressly transferable and assignable at no charge by,
the owner from time to time of the Building (which transfer/assignment shall be conditioned only
upon the execution of a written document in connection therewith); (e) payable at sight upon
presentment to a local branch of the issuer of a simple sight draft or certificate stating that
Tenant is in default under this Lease and the amount that Landlord is owed in connection



18









 







therewith; (f) of a term not less than one year; and (g) at least thirty (30) days prior to the
then current expiration date of such letter of credit, either (1) renewed (or automatically and
unconditionally extended) from time to time through the ninetieth (90th) day after the expiration
of the Lease Term, or (2) replaced with cash equal to the Security Deposit Amount. Notwithstanding
anything  in this Lease to the contrary, any cure or grace periods set forth in Section
19.1 shall not apply to any of the foregoing, and, specifically, if Tenant fails to timely comply
with the requirements of subsection (g) above, then Landlord shall have the right to immediately
draw upon the letter of credit and apply the proceeds to the security
deposit, and Landlord shall
notify Tenant of such draw for informational purposes only and not as a condition of making such
draw. Each letter of credit shall be issued by a commercial bank that has a credit rating with
respect to certificates of deposit, short term deposits or commercial
paper of at least P-2 (or
equivalent) by Moody’s Investor Service, Inc., or at least A-2
(or equivalent) by Standard & Poor’s
Corporation, and shall be otherwise acceptable to Landlord in its sole and absolute discretion. If
the issuer’s credit rating is reduced below P-2 (or equivalent) by Moody’s Investors Service, Inc.
or below A-2 (or equivalent) by Standard & Poor’s Corporation, or if the financial condition of
such issuer changes in any other materially adverse way, then Landlord shall have the right to
require that Tenant obtain from a different issuer a substitute letter of credit that complies in
all respects with the requirements of this Section 11.2, and Tenant’s failure to obtain such
substitute letter of credit within ten (10) days following Landlord’s written demand therefor
(with no other notice or cure or grace period being applicable thereto, notwithstanding anything in
this Lease to the contrary) shall entitle Landlord to immediately draw upon the then existing
letter of credit in whole or in part, without notice to Tenant. In the event the issuer of any
letter of credit held by Landlord is placed into receivership or conservatorship by the Federal
Deposit Insurance Corporation, or any successor or  similar entity, then, effective as of the date
such receivership or conservatorship occurs, said letter of credit shall be deemed to not meet the
requirements of this Section 11.2, and, within ten (10) days thereof, Tenant shall replace such
letter of credit with other collateral acceptable to Landlord in its sole and absolute discretion
(and Tenant’s failure to do so shall, notwithstanding anything in this Lease to the contrary, constitute an
Event of Default for which there shall be no notice or grace or  cure periods being
applicable thereto other than the aforesaid ten (10) day period). Any failure or refusal of the
issuer to honor the letter of credit shall be at Tenant’s sole risk and shall not relieve Tenant of
its obligations hereunder with respect to the security deposit.



     11.3
In the event of any purchase or other transfer of Landlord’s
interest in  the Property
(other than to the holder of a Mortgage) Landlord shall transfer the security deposit to the
purchaser or other transferee of Landlord’s interest in the Property, then Tenant shall look only to such
purchaser or transferee for the return of the  Security Deposit Amount, and Landlord
shall be released from all liability to Tenant for the return of such Security Deposit Amount.
Landlord shall notify Tenant of any such transfer of the Security Deposit Amount for informational
purposes only and not as a condition of such transfer. Tenant acknowledges that the holder of any
Mortgage shall not be liable for the return of any Security Deposit Amount made by Tenant hereunder
unless such holder actually receives such security deposit. Tenant shall not pledge, mortgage,
assign or transfer the Security Deposit Amount or any interest therein.



     11.4 Within ten (10) days after Landlord’s request, Tenant shall submit to Landlord an
audited financial statement covering the preceding calendar year, which has been prepared in accordance with
generally accepted  accounting principles by an independent certified public accountant; provided,
however, that if at the time of Landlord’s request, an audited financial statement covering the
preceding calendar year has not yet been   prepared, then Tenant shall furnish
Landlord, within ten (10) days after Landlord’s request, a financial statement covering the
preceding calendar year which is certified by the then chief financial officer of Tenant or
President of Tenant as being true and correct and shall thereafter furnish Landlord with a copy of
Tenant’s audited financial statement covering the preceding calendar year within five (5) business
days after Tenant receives same or ninety (90) days following the end of such preceding calendar
year, whichever is earlier.



19









 





ARTICLE XII

INSPECTION




     12.1 At all times Tenant shall permit Landlord, its agents and representatives, and the holder
of any Mortgage, to enter the Premises without charge therefor and without diminution of the rent
payable by Tenant in order to examine, inspect or protect the Premises and the Building, to make
such alterations and/or repairs as in the sole and absolute judgment of Landlord may be deemed
necessary or desirable, or to exhibit the same (i) during the last twelve (12) months of the Lease
Term, to brokers and prospective tenants, and (ii) at any other time, to lenders, purchasers and
others. Except in the event of an emergency, Landlord shall provide advance notice to Tenant and
endeavor to minimize disruption to Tenant’s normal business operations in the Premises in
connection with any such entry.



ARTICLE XIII

INSURANCE




     13.1 Tenant shall not conduct or permit to be conducted any activity, or place or permit to be
placed any equipment or other item in or about the Premises or the Building, which will in any way
increase the rate of fire insurance or other insurance on the Building. If any increase in the rate
of fire insurance or other insurance is due to any activity, equipment or other item of Tenant,
then (whether or not Landlord has consented to such activity, equipment or other item) Tenant shall
pay as additional rent due hereunder the amount of such increase; provided, however, that Tenant
shall not be obligated to pay the amount of such increase if Tenant is then using the Premises
solely for the use permitted by this Lease and in accordance with all of the provisions of this
Lease and all applicable Laws and governmental regulations. The statement of any applicable
insurance company or insurance rating organization (or other organization exercising similar
functions in connection with the prevention of fire or the correction of hazardous conditions) that
an increase is due to any such activity, equipment or other item shall be conclusive evidence
thereof.



     13.2 Throughout the Lease Term, Tenant shall obtain and maintain (1) commercial general
liability insurance (written on an occurrence basis) including contractual liability coverage
insuring the obligations assumed by Tenant under this Lease (including those set forth in Sections
6.3 and 15.2), premises and operations coverage, broad form property damage coverage and
independent contractors coverage, and containing an endorsement for personal injury, (2) business
interruption insurance, (3) all-risk property insurance, (4) comprehensive automobile liability
insurance (covering automobiles owned by Tenant, if any), (5) worker’s compensation insurance, and
(6) employer’s liability insurance. Such commercial general liability insurance shall be in minimum
amounts typically carried by prudent tenants engaged in similar operations, but in no event shall
be in an amount less than Two Million Dollars ($2,000,000) combined single limit per occurrence
with a Four Million Dollar ($4,000,000) annual aggregate. Such business interruption insurance
shall be in minimum amounts typically carried by prudent tenants engaged in similar operations, but
in no event shall be in an amount less than the Base Rent then in effect during any Lease Year.
Such property insurance shall be in an amount not less than that required to replace all of the
original tenant improvements installed in the Premises pursuant to Exhibit B, all
Alterations and all other contents of the Premises (including, without limitation, Tenant’s trade
fixtures, decorations, furnishings, equipment and personal property). Such automobile liability
insurance shall be in an amount not less than One Million Dollars ($1,000,000) bodily injury and
property damage for each accident. Such worker’s compensation insurance shall carry minimum limits
as defined by the law of the jurisdiction in which the Building is located (as the same may be
amended from time to time) but not less than Five Hundred Thousand Dollars ($500,000) for each
accident. Such employer’s liability insurance shall be in an amount not less than One Million
Dollars ($1,000,000) for each accident, One Million Dollars ($1,000,000) disease-policy limit, and
One Million Dollars ($1,000,000) disease-each employee.



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     (a) All
such insurance shall: (1) be issued by a company that is licensed to do business in the
jurisdiction in which the Building is located, that has been approved in advance by Landlord and
that has a rating equal to or exceeding A:XI from Best’s Insurance Guide (it being agreed that
Landlord hereby approves Tenant’s existing insurer, The Hartford Underwriters Insurance Company,
provided that it’s Best’s Insurance Guide rating is not reduced from its rating as of the date of
this Lease); (2) name Landlord, the managing agent of the
Building and the holder of any Mortgage
as additional insureds/loss payees (as applicable); (3) contain an endorsement that such policy
shall remain in full force and effect notwithstanding that the insured may have waived its right of
action against any party prior to the occurrence of a loss (Tenant hereby waiving its right of
action and recovery against and releasing Landlord and its employees and agents from any and all
liabilities, claims and losses for which they may otherwise be liable to the extent Tenant is
covered by insurance carried or would have been covered by insurance it is required to carry under
this Lease); (4) provide that the insurer thereunder waives all right of recovery by way of
subrogation against Landlord, its partners, agents, employees, and representatives, in connection
with any loss or damage covered by such policy; (5) be acceptable in form and content to Landlord;
(6) be primary and non-contributory; (7) contain an endorsement for cross liability (or an
equivalent provision) and severability of interests, if there are multiple named insureds on such
insurance; and (8) provide for a certificate of insurance with standard language whereby the
insurer undertakes to notify the certificate holder in writing thirty (30) days prior to
cancellation, failure to renew, reduction of amount of insurance or change in coverage. No such
policy shall contain any deductible provision except as otherwise approved in writing by Landlord,
which approval shall not be unreasonably withheld. Landlord reserves the right from time to time to
require Tenant to obtain higher minimum amounts or different types of insurance if it becomes
customary for other landlords of first-class office buildings in the Washington, D.C., metropolitan
area to require similar sized tenants in similar industries to carry insurance of such higher
minimum amounts or of such different types of insurance. Tenant shall deliver a certificate (on
Acord Form 27) of all such insurance and receipts evidencing payment therefor (and, upon request,
copies of all required insurance policies, including endorsements and declarations) to Landlord
concurrently with Tenant’s execution of this Lease and at least annually thereafter. Tenant shall
give Landlord immediate notice in case of fire, theft or accident in the Premises, and in the case
of fire, theft or accident in the Building if involving Tenant, its agents, employees or Invitees.
Neither the issuance of any insurance policy required under this Lease nor the minimum limits
specified herein shall be deemed to limit or restrict in any way Tenant’s liability arising under
or out of this Lease.



     13.3 Landlord agrees to carry and maintain all-risk property insurance (with replacement cost
coverage) covering the Building and Landlord’s property therein in an amount required by its
insurance company to avoid the application of any coinsurance provision and as Landlord reasonably
deems appropriate, based upon coverages carried by landlords of comparable buildings in Montgomery
County, Maryland. Landlord hereby waives its right of recovery against Tenant and releases Tenant
from any and all liabilities, claims and losses for which Tenant may otherwise be liable to the
extent Landlord is covered by property insurance therefor. Landlord shall use reasonable efforts to
secure a waiver of subrogation endorsement from its insurance carrier. Landlord also agrees to
carry and maintain commercial general liability insurance in limits it reasonably deems appropriate
(but in no event less than the limits required of Tenant pursuant to Section 13.2) and as Landlord
reasonably deems appropriate, based upon coverages carried by landlords of comparable buildings in
Montgomery County, Maryland.



ARTICLE XIV

SERVICES AND UTILITIES




     14.1
Subject to Tenant’s performance of its obligations specified in
this Lease, Landlord
shall provide the following services in a manner consistent with the manner in which such services
are provided in comparable multi-story office buildings in Montgomery County, Maryland, taking into
account the age, finishes on the Lease Commencement Date, method of construction and system design
of the Building and of such comparable buildings:
(a) Landlord will furnish to the Premises
air-conditioning and heating during the seasons they are required in



21









 







Landlord’s reasonable judgment; and (b) Landlord will provide janitorial service on Monday through
Friday after 5:00 p.m. (or, at Landlord’s option, Sunday through Thursday) only (excluding legal
holidays) in accordance with the cleaning specifications which are attached hereto as Exhibit
G, electricity sufficient for lighting purposes and normal office use only, hot and cold water
for lavatory purposes and cold water for drinking purposes, elevator service (with at least one (1)
elevator in operation at all times, except in the event of an emergency), and exterior
window-cleaning service. Landlord shall not be liable for any failure to maintain comfortable
atmosphere conditions in all or any portion of the Premises due to excessive heat generated by any
equipment or machinery installed by Tenant (with or without Landlord’s consent), due to any adverse
impact that Tenant’s furniture, equipment, machinery or millwork may have upon the delivery of HVAC
to the Premises or due to the occupancy load. If Tenant requires air-conditioning or heat beyond
the Building Hours, then Landlord will furnish the same, provided Tenant gives Landlord sufficient
advance notice of such requirement. Tenant shall pay, as additional rent, for such extra service in
accordance with Landlord’s then-current schedule, which shall reflect Landlord’s cost of providing
such service, including labor, cost of electricity, wear and tear on equipment, and an allowance to
cover general overhead. If the same after-hours service is also requested by other tenants on the
same floor as Tenant, the charge therefor to each tenant requesting such after-hours service shall
be a pro-rated amount based upon the square footage of the leased premises of all tenants on the
same floor requesting such after-hours services. Notwithstanding anything above to the contrary,
Tenant shall have access to the Building twenty-four (24) hours per day each day of the year
(except in the event of an emergency). Landlord shall provide and install replacement tubes for
Building standard fluorescent light fixtures (subject to reimbursement pursuant to Article V); all
other bulbs and tubes for the Premises shall be provided and installed by Tenant at Tenant’s
expense.



     14.2 Landlord may install checkmeters to electrical circuits serving Tenant’s equipment to
verify that Tenant is not consuming excessive electricity. If such checkmeters indicate that
Tenant’s electricity consumption is excessive, then Landlord may install at Tenant’s expense
submeters to ascertain Tenant’s actual electricity consumption, and Tenant shall thereafter pay for
such consumption at the then-current price per kilowatt hour charged Landlord by the utility, as
well as the cost of the checkmeters. Tenant’s electricity consumption shall be deemed excessive if
the electricity consumption in the Premises per square foot of rentable area (including, without
limitation, electricity consumed in connection with outlets and lighting use) during any billing
period exceeds the average electricity consumption per square foot of rentable area during the same
period for typical, similarly situated tenants in the Building, as reasonably calculated by
Landlord.



     14.3 Tenant shall reimburse Landlord for the cost of any excess water, sewer and chiller usage
in the Premises. Excess usage shall mean the excess of the estimated usage in the Premises (per
square foot of rentable area) during any billing period over the average usage (per square foot of
rentable area) during the same period for the entire Building, as reasonably calculated by
Landlord.



     14.4 Landlord shall not have any liability to Tenant, and Tenant shall not be entitled to
terminate this Lease or receive a rent abatement, in the event of Landlord’s failure or inability
to furnish any of the utilities or services required to be furnished by Landlord hereunder;
provided, however, that Landlord shall use reasonable efforts to restore such failure or inability
so long as such failure or inability is within Landlord’s reasonable control and if (a) such
failure or inability is the result of Landlord’s negligent or willful misconduct, (b) Landlord is
not proceeding diligently to correct such failure or inability, (c) all or substantially all of the
Premises is rendered unusable by Tenant for a continuous period of ten (10) consecutive business
days after Tenant gives Landlord written notice thereof, and (d) Tenant does not in fact use the
Premises for its business purposes during such period, then, so long as Tenant is not in default
under this Lease, Tenant shall be entitled to an abatement of the Base Rent payable hereunder for
the period beginning on the day after such ten (10) business day period ends and continuing until
the use of the Premises is restored to Tenant.



     14.5 Tenant agrees that (a) it shall not install or operate in the Premises any equipment or
other machinery that, in the aggregate, will cause Tenant to use more electrical power than is
described on Exhibit E attached hereto and made a part hereof and (b) Tenant shall not
place any load upon the floor of the Premises which



22









 







exceeds the following per square foot load which Landlord has been advised that the floor in the
Premises was designed to carry: eighty (80) pounds per square foot for live loads and twenty (20)
pounds per square foot for dead loads.



ARTICLE XV

LIABILITY OF LANDLORD




     15.1 Except as otherwise specifically provided for in this Section, Landlord, its employees
and agents shall not be liable to Tenant, any Invitee or any other person or entity for any damage
(including indirect and consequential damage), injury, loss or claim (including claims for the
interruption of or loss to business) based on or arising out of any cause whatsoever (except as
otherwise provided in this Section), including without limitation the following: repair to any
portion of the Premises or the Building; interruption in the use of the Premises or any equipment
therein; any accident or damage resulting from any use or operation (by Landlord, Tenant or any
other person or entity) of elevators or heating, cooling, electrical, sewerage or plumbing
equipment or apparatus; termination of this Lease by reason of damage to the Premises or the
Building; any fire, robbery, theft, vandalism, mysterious disappearance or any other casualty;
actions of any other tenant of the Building or of any other person or entity; failure or inability
to furnish any service specified in this Lease; and except with respect to actual damages (but in
no event any consequential or special damages) resulting from the gross negligence or willful
misconduct of Landlord or any of its employees or agents, leakage in any part of the Premises or
the Building from water, rain, ice or snow that may leak into, or flow from, any part of the
Premises or the Building, or from drains, pipes or plumbing fixtures in the Premises or the
Building. If any condition exists which may be the basis of a claim of constructive eviction, then
Tenant shall give Landlord written notice thereof and a reasonable opportunity to correct such
condition, and in the interim Tenant shall not claim that it has been constructively evicted or is
entitled to a rent abatement. Any property placed by Tenant or any Invitee in or about the Premises
or the Building shall be at the sole risk of Tenant, and Landlord shall not in any manner be held
responsible therefor. Any person receiving an article delivered for Tenant shall be acting as
Tenant’s agent for such purpose and not as Landlord’s agent. For purposes of this Article, the term
“Building” shall be deemed to include the Land. Notwithstanding the foregoing provisions of this
Section, Landlord shall not be released from liability to Tenant for any physical injury to any
natural person caused by Landlord’s negligence or willful misconduct to the extent such injury is
not covered by insurance (a) carried by Tenant or such person, or (b) required by this Lease to be
carried by Tenant; provided, however, that Landlord shall not under any circumstances be liable for
any consequential or indirect damages.



     15.2 Subject to the provisions of Section 13.3 hereof, Tenant shall reimburse Landlord, its
employees and agents for (as additional rent), and shall indemnify, defend upon request and hold
them harmless from and against all costs, damages, claims, liabilities, expenses (including
attorneys’ fees), losses, penalties and court costs
(collectively, “damages”) suffered by or
claimed against them, directly or indirectly, based on or arising out of, in whole or in part, (a)
use and occupancy of the Premises or the business conducted therein, (b) any act or omission of
Tenant or any of its agents, employees or contractors, (c) any breach of Tenant’s obligations under
this Lease, including failure to comply with Laws or surrender the Premises upon the expiration or
earlier termination of the Lease Term, or (d) any act or omission by Tenant or any of its agents,
employees or contractors during any entry upon the Land prior to the Lease Commencement Date,
except to the extent any such damages are directly caused by Landlord’s gross negligence or willful
misconduct.



     15.3 No landlord hereunder shall be liable for any obligation or liability based on or arising
out of any event or condition occurring during the period that such landlord was not the owner of
the Building or a landlord’s interest therein. Within ten (10) business days after request, Tenant
shall attorn to such transferee and execute, acknowledge and deliver any document submitted to
Tenant confirming such attornment.



     15.4 Tenant shall not have the right to set off, recoup, abate (except as specifically
provided herein) or deduct any amount allegedly owed to Tenant pursuant to any claim against
Landlord from any rent or other sum



23









 








payable to Landlord. Tenant’s sole remedy for recovering upon such claim shall be to institute an
independent action against Landlord, which action shall not be consolidated with any action of
Landlord.



     15.5 If Tenant or any Invitee is awarded a money judgment against Landlord, then recourse for
satisfaction of such judgment shall be limited to execution against Landlord’s estate and interest
in the Building (which shall include any insurance proceeds payable by Landlord’s insurance carrier
to Tenant as a result of a claim by Tenant) and Landlord’s operating account for the Building. No
other asset of Landlord, any partner, director, member, officer or trustee of Landlord (each, an
“officer”) or any other person or entity shall be available to satisfy or be subject to such
judgment, nor shall any officer or other person or entity be held to have personal liability for
satisfaction of any claim or judgment against Landlord or any officer.



ARTICLE XVI

RULES




     16.1
Tenant and Invitees shall at all times abide by and observe the rules specified in
Exhibit C. Tenant and Invitees shall also abide by and observe any other rule that Landlord
may promulgate from time to time for the operation and maintenance of the Building, provided that
notice thereof is given and such rule is not inconsistent with the provisions of this Lease, does
not increase Tenant’s monetary obligations hereunder in more than a de minimis way and is generally
applicable to all office tenants in the Buildings. All rules shall be binding upon Tenant and
enforceable by Landlord as if they were contained herein. Nothing contained in this Lease shall be
construed as imposing upon Landlord any duty or obligation to enforce such rules, or the terms,
conditions or covenants contained in any other lease, as against any other tenant, and Landlord
shall not be liable to Tenant for the violation of such rules by any other tenant or its employees,
agents, assignees, subtenants, invitees or licensees. Landlord shall use reasonable efforts not to
enforce any rule or regulation in a manner which unreasonably discriminates among similarly
situated tenants.



ARTICLE XVII 

DAMAGE OR DESTRUCTION




     17.1 If the Premises or the Building are totally or partially damaged or destroyed thereby
rendering the Premises totally or partially inaccessible or unusable, then Landlord shall
diligently repair and restore the Premises and the Building to substantially the same condition
they were in prior to such damage or destruction (except as otherwise set forth below); provided,
however, that if in Landlord’s judgment such repair and restoration cannot be completed within one
hundred eighty (180) days after the occurrence of such damage or destruction (taking into account
the time needed for effecting a satisfactory settlement with any insurance company involved,
removal of debris, preparation of plans and issuance of all required governmental permits), then
Landlord or Tenant shall have the right to terminate this Lease by giving written notice of
termination to the other party within sixty (60) days after the occurrence of such damage or
destruction. If this Lease is terminated pursuant to this Article, then rent shall be apportioned
(based on the portion of the Premises which is usable after such damage or destruction) and paid to
the date of termination. If this Lease is not terminated as a result of such damage or destruction,
then until such repair and restoration of the Premises are substantially complete, Tenant shall be
required to pay rent only for the portion of the Premises that is usable while such repair and
restoration are being made; provided, however, that if such damage or destruction was caused by the
act or omission of Tenant or any of its employees, agents or contractors or, to the extent covered
by insurance, any Invitee, then Tenant shall not be entitled to any such rent reduction. After
receipt of all insurance proceeds (including proceeds of insurance maintained by Tenant), Landlord
shall proceed with and bear the expenses of such repair and restoration of the Premises and the
Building; provided, however, that (a) if such damage or destruction was caused by the gross
negligence or any act of willful misconduct on the part of Tenant or any of its employees, agents
or contractors or, to the extent covered by insurance, any Invitee, then Tenant shall pay
Landlord’s deductible and the amount by which such expenses exceed the insurance proceeds, if



24









 







any, actually received by Landlord on account of such damage or destruction, (b) Tenant shall pay
the amount by which the cost of restoring any item which Landlord is required to restore and Tenant
is required to insure exceeds the insurance proceeds received with respect thereto, and (c)
Landlord shall not be required to repair or restore any of the original tenant improvements
installed pursuant to Exhibit B, any Alterations or any other contents of the Premises
(including, without limitation, Tenant’s trade fixtures, decorations, furnishings, equipment or
personal property). Notwithstanding anything herein to the contrary, Landlord shall have the right
to terminate this Lease if (1) insurance proceeds are insufficient to pay the full cost of such
repair and restoration, (2) the holder of any Mortgage fails or refuses to make such insurance
proceeds available for such repair and restoration, (3) zoning or other applicable Laws or
regulations do not permit such repair and restoration, or (4) the Building is damaged by fire or
casualty (whether or not the Premises has been damaged) to such an extent that Landlord decides, in
its sole and absolute discretion, not to rebuild or reconstruct the Building.



ARTICLE XVIII 

CONDEMNATION




     18.1 If one-third or more of the Premises, or the use or occupancy thereof, shall be taken or
condemned by any governmental or quasi-governmental authority for any public or quasi-public use or
purpose or sold under threat of such a taking or condemnation, and such taking or condemnation
would preclude Tenant’s efficient conduct of its business operations in the Premises,
(collectively, “condemned”), then this Lease shall terminate on the day prior to the date title
thereto vests in such authority and rent shall be apportioned as of such date. If less than
one-third of the Premises or occupancy thereof is condemned, then this Lease shall continue in full
force and effect as to the part of the Premises not so condemned, except that as of the date title
vests in such authority Tenant shall not be required to pay rent with respect to the part of the
Premises so condemned. Notwithstanding anything herein to the contrary, if twenty-five percent
(25%) or more of the Land or the Building is condemned, then whether or not any portion of the
Premises is condemned, Landlord shall have the right to terminate this Lease as of the date title
vests in such authority.



     18.2 All awards, damages and other compensation paid on account of such condemnation shall
belong to Landlord, and Tenant assigns to Landlord all rights to such awards, damages and
compensation. Tenant shall not make any claim against Landlord or such authority for any portion of
such award, damages or compensation attributable to damage to the Premises, value of the unexpired
portion of the Lease Term, loss of profits or goodwill, leasehold improvements or severance
damages. Nothing contained herein, however, shall prevent Tenant from pursuing a separate claim
against the authority for relocation expenses and for the value of furnishings, equipment and trade
fixtures installed in the Premises at Tenant’s expense and which Tenant is entitled pursuant to
this Lease to remove at the expiration or earlier termination of the Lease Term, provided that such
claim shall in no way diminish the award, damages or compensation payable to or recoverable by
Landlord in connection with such condemnation.



ARTICLE XIX

 DEFAULT




     19.1
Each of the following shall constitute an “Event of
Default”: (a) Tenant’s failure to
make when due any payment of the Base Rent, additional rent or other sum; provided, however, that
with respect to the first two (2) such failures in any twelve (12) month period only, no Event of
Default shall be deemed to have occurred unless such failure continues for a period of five (5)
business days after Landlord delivers written notice thereof to Tenant; (b) Tenant’s failure to
perform or observe any covenant or condition of this Lease not otherwise specifically described in
this Section 19.1, which failure continues for thirty (30) days after Landlord delivers written
notice thereof to Tenant; provided, however, that if the failure on the part of Tenant is not
capable of being cured within such 30-day period but Tenant expeditiously commences to cure same
and diligently proceeds with such cure, Tenant’s time to cure such failure shall be extended for
the time necessary to cure same, but in no event longer than



25









 







sixty (60) days, inclusive of the original 30-day period; provided, however, that such cure period
shall not be applicable if, in Landlord’s sole and absolute discretion, such failure raises a
life/safety issue with respect to the Building or its occupants or visitors, including but not
limited to, a threat of personal injury or continuing physical injury to the Building, or if such
failure is affecting another tenant’s use or occupancy of the Building or its premises; (c)
Tenant’s abandonment of or failure to occupy continuously the Premises without Landlord’s prior
written consent; provided, however, that if (i) Tenant gives Landlord at least thirty (30) days
prior written notice that it intends to vacate the Premises, (ii) Tenant pays the full amount of
all Rent when due under this Lease while the Premises are vacant, and (iii) Tenant leaves the
Premises in the condition required by this Lease and continues to maintain the Premises in the
condition required by this Lease throughout the remainder of the Term, then, and in such event
only, Tenant shall not be deemed to be in default under this Section 19.1(g); (d) an Event of
Bankruptcy as specified in Article XX; (e) Tenant’s dissolution or liquidation; or (f) any
Environmental Default as specified in Section 6.3; (g) any subletting, assignment, transfer,
mortgage or other encumbrance of the Premises or this Lease not permitted by Article VII.



     19.2 If there shall be an Event of Default (even if prior to the Lease Commencement Date),
then the provisions of this Section shall apply. Landlord shall have the right, at its sole option,
to terminate this Lease. In addition, with or without terminating this Lease, Landlord may
re-enter, terminate Tenant’s right of possession and take possession of the Premises. The
provisions of this Article shall operate as a notice to quit, and Tenant hereby waives any other
notice to quit or notice of Landlord’s intention to re-enter the Premises or terminate this Lease.
If necessary, Landlord may proceed to recover possession of the Premises under applicable Laws, or
by such other proceedings, including re-entry and possession, as may be applicable. If Landlord
elects to terminate this Lease and/or elects to terminate Tenant’s right of possession, everything
contained in this Lease on the part of Landlord to be done and performed shall cease without
prejudice, however, to Tenant’s liability for all Base Rent, additional rent and other sums
specified herein. Whether or not this Lease and/or Tenant’s right of possession is terminated,
Landlord shall have the right, at its sole option, to terminate any renewal or expansion right
contained in this Lease and to grant or withhold any consent or approval pursuant to this Lease in
its sole and absolute discretion. Landlord may relet the Premises or any part thereof, alone or
together with other premises, for such term(s) (which may extend beyond the date on which the Lease
Term would have expired but for Tenant’s default) and on such terms and conditions (which may
include any concessions or allowances granted by Landlord) as Landlord, in its sole and absolute
discretion, may determine, but Landlord shall not be liable for, nor shall Tenant’s obligations
hereunder be diminished by reason of, any failure by Landlord to relet all or any portion of the
Premises or to collect any rent due upon such reletting. Whether or not this Lease and/or Tenant’s
right of possession is terminated or any suit is instituted, Tenant shall be liable for any Base
Rent, additional rent, damages or other sum which may be due or sustained prior to such default,
and for all costs, fees and expenses (including, but not limited to, attorneys’ fees and costs,
brokerage fees, expenses incurred in enforcing any of Tenant’s obligations under the Lease or in
placing the Premises in first-class rentable condition, advertising expenses, and any concessions
or allowances granted by Landlord) incurred by Landlord in pursuit of its remedies hereunder and/or
in recovering possession of the Premises and renting the Premises to others from time to time plus
other actual or consequential damages suffered or incurred by Landlord on account of Tenant’s
default (including, but not limited to, late fees or other charges incurred by Landlord under any
Mortgage). Tenant also shall be liable for additional damages which at Landlord’s election shall be
either one or a combination of the following: (a) an amount equal to the Base Rent and additional
rent due or which would have become due from the date of Tenant’s default through the remainder of
the Lease Term, less the amount of rental, if any, which Landlord receives during such period from
others to whom the Premises may be rented (other than any additional rent received by Landlord as a
result of any failure of such other person to perform any of its obligations to Landlord), which
amount shall be computed and payable in monthly installments, in advance, on the first day of each
calendar month following Tenant’s default and continuing until the date on which the Lease Term
would have expired but for Tenant’s default, it being understood that separate suits may be brought
from time to time to collect any such damages for any month(s) (and any such separate suit shall
not in any manner prejudice the right of Landlord to collect any damages for any subsequent
month(s)), or Landlord may defer initiating any such suit until after the expiration of the Lease
Term (in which event such deferral shall not be construed as a waiver of Landlord’s rights as set
forth herein and Landlord’s cause of action shall be deemed not to



26









 







have accrued until the expiration of the Lease Term), and it being further understood that if
Landlord elects to bring suits from time to time prior to reletting the Premises, Landlord shall be
entitled to its full damages through the date of the award of damages without regard to any Base
Rent, additional rent or other sums that are or may be projected to be received by Landlord upon
reletting of the Premises; or (b) an amount equal to the sum of (i) all Base Rent, additional rent
and other sums due or which would be due and payable under this Lease as of the date of Tenant’s
default through the end of the scheduled Lease Term, plus (ii) all expenses (including broker and
attorneys’ fees) projected by Landlord to be incurred in connection with the reletting of the
Premises, minus (iii) any Base Rent, additional rent and other sums which Tenant proves by a
preponderance of the evidence would be received by Landlord upon reletting of the Premises from the
end of the vacancy period projected by Landlord through the expiration of the scheduled Lease Term.
Such amount shall be discounted using a discount factor of five percent (5%), and such resulting
amount shall be payable to Landlord in a lump sum on demand, it being understood that upon payment
of such liquidated and agreed final damages, Tenant shall be released from further liability under
this Lease with respect to the period after the date of such payment. Landlord may bring suit to
collect any such damages at any time after an Event of Default shall have occurred. In the event
Landlord relets the Premises together with other premises or for a term extending beyond the
scheduled expiration of the Lease Term, it is understood that Tenant will not be entitled to apply
any base rent, additional rent or other sums generated or projected to be generated by either such
other premises or in the period extending beyond the scheduled expiration of the Lease Term
(collectively, the “Extra Rent”) against Landlord’s damages. Similarly in proving the amount that
would be received by Landlord upon a reletting of the Premises as set forth in clause (iii) above,
Tenant shall not take into account the Extra Rent. The provisions contained in this Section shall
be in addition to, and shall not prevent the enforcement of, any claim Landlord may have against
Tenant for anticipatory breach of this Lease. Nothing herein shall be construed to affect or
prejudice Landlord’s right to prove, and claim in full, unpaid rent accrued prior to termination of
this Lease. If Landlord is entitled, or Tenant is required, pursuant to any provision hereof to
take any action upon the termination of the Lease Term, then Landlord shall be entitled, and Tenant
shall be required, to take such action also upon the termination of Tenant’s right of possession.



     19.3 Tenant hereby expressly waives, for itself and all persons claiming by, through or under
it, any right of redemption, re-entry or restoration of the operation of this Lease under any
present or future Law, including without limitation any such right which Tenant would otherwise
have in case Tenant shall be dispossessed for any cause, or in case Landlord shall obtain
possession of the Premises as herein provided.



          (a) All rights and remedies of Landlord set forth in this Lease are cumulative and in addition
to all other rights and remedies available to Landlord at law or in equity, including those
available as a result of any anticipatory breach of this Lease. The exercise by Landlord of any
such right or remedy shall not prevent the concurrent or subsequent exercise of any other right or
remedy. No delay or failure by Landlord to exercise or enforce any of Landlord’s rights or remedies
or Tenant’s obligations shall constitute a waiver of any such rights, remedies or obligations.
Landlord shall not be deemed to have waived any default by Tenant unless such waiver expressly is
set forth in a written instrument signed by Landlord. If Landlord waives in writing any default by
Tenant, such waiver shall not be construed as a waiver of any covenant, condition or agreement set
forth in this Lease except as to the specific circumstances described in such written waiver.




     19.4 If Landlord shall institute proceedings against Tenant and a compromise or settlement
thereof shall be made, then the same shall not constitute a waiver of the same or of any other
covenant, condition or agreement set forth herein, nor of any of Landlord’s rights hereunder.
Neither the payment by Tenant of a lesser amount than the monthly installment of Base Rent,
additional rent or of any sums due hereunder nor any endorsement or statement on any check or
letter accompanying a check for payment of rent or other sums payable hereunder shall be deemed an
accord and satisfaction. Landlord may accept the same without prejudice to Landlord’s right to
recover the balance of such rent or other sums or to pursue any other remedy. Notwithstanding any
request or designation by Tenant, Landlord may apply any payment received from Tenant to any
payment then due. No re-entry by Landlord, and no acceptance by Landlord of keys from Tenant, shall
be considered an acceptance of a surrender of this Lease.



27









 





     19.5 If Tenant fails to make any payment to any third party or to do any act herein required
to be made or done by Tenant in order to avoid the filing of a lien against, or damage to, the
Premises, the Building, the Complex or any combination thereof or in order to avoid Landlord being
in default under any Mortgage (as hereinafter defined), then Landlord may, but shall not be
required to, make such payment or do such act. The taking of such action by Landlord shall not be
considered a cure of such default by Tenant or prevent Landlord from pursuing any remedy it is
otherwise entitled to in connection with such default. If Landlord elects to make such payment or
do such act, then all expenses incurred by Landlord, plus interest thereon at a rate (the “Default
Rate”) equal to the greater of eighteen percent (18%) per annum or the rate per annum which is
three (3) whole percentage points higher than the prime rate published in the Money Rates section
of the Wall Street Journal, from the date incurred by Landlord to the date of payment
thereof by Tenant, shall constitute additional rent due hereunder;
provided, however, that nothing
contained herein shall be construed as permitting Landlord to charge or receive interest in excess
of the maximum rate then allowed by law.



     19.6 If Tenant fails to make any payment of Base Rent, additional rent or any other sum on or
before the date such payment is due and payable, then Tenant shall pay to Landlord a late charge of
five percent (5%) of the amount of such payment; provided, however, that if any payment of Rent is
not made on or before the fourth (4th) day following the date on which payment is due on two
occasions during the Lease Term, then thereafter the aforesaid late fee shall be applied to each
subsequent required payment which is not received by the date on which such payment is due, rather
than deferring such late fee until after the fourth (4th) day following the date on which such
payment is due. In addition, such payment and such late fee shall bear interest at the Default Rate
from the date such payment or late fee, respectively, became due to the date of payment thereof by
Tenant; provided, however, that nothing contained herein shall be construed as permitting Landlord
to charge or receive interest in excess of the maximum rate then allowed by law. Such late charge
and interest shall constitute additional rent due hereunder without any notice or demand.



     19.7 [Intentionally omitted.]



     19.8 If more than one natural person or entity shall constitute Tenant, then the liability of
each such person or entity shall be joint and several. If Tenant is a general partnership or other
entity the partners or members of which are subject to personal liability, then the liability of
each such partner or member shall be joint and several. No waiver, release or modification of the
obligations of any such person or entity shall affect the obligations of any other such person or
entity.



ARTICLE XX

 BANKRUPTCY




     20.1 An “Event of Bankruptcy” is the occurrence with respect to any of Tenant, a Guarantor or
any other person liable for Tenant’s obligations hereunder [including, without limitation, any
general partner (or, if Tenant is a limited liability company, any member of Tenant) of Tenant (a
“General Partner”)] of any of the following: (a) such person becoming insolvent, as that term is
defined in Title 11 of the United States Code (the “Bankruptcy Code”) or under the insolvency laws
of any state (the “Insolvency Laws”); (b) appointment of a receiver or custodian for any property
of such person, or the institution of a foreclosure or attachment action upon any property of such
person; (c) filing by such person of a voluntary petition under
the provisions of the Bankruptcy
Code or Insolvency Laws; (d) filing of an involuntary petition against such person as the subject
debtor under the Bankruptcy Code or Insolvency Laws, which either (1) is not dismissed within
thirty (30) days after filing, or (2) results in the issuance of an order for relief against the
debtor; or (e) such person making or consenting to an assignment for the benefit of creditors or a
composition of creditors; (f) such person submitting (either before or after execution hereof) to
Landlord any financial statement containing any material inaccuracy or omission; or (g) a decrease
by fifty percent (50%) or more of such person’s net worth below the net worth of such person as of
the date hereof. At any time upon not less than five (5) days’ prior written notice, Tenant shall
submit such information




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concerning the financial condition of any such person as Landlord may request. Tenant warrants
that all such information heretofore and hereafter submitted is and shall be correct and
complete.




     20.2 Upon occurrence of an Event of Bankruptcy, Landlord shall have all rights and
remedies available pursuant to Article XIX; provided, however,
that while a case (the “Case”) in
which Tenant is the subject debtor under the Bankruptcy Code is pending, Landlord’s right to
terminate this Lease shall be subject, to the extent required by the Bankruptcy Code, to any rights
of Tenant or its trustee in bankruptcy (collectively, “Trustee”) to assume or assume and assign
this Lease pursuant to the Bankruptcy Code. After the commencement of a Case: (i) Trustee shall
perform all post-petition obligations of Tenant under this Lease; and (ii) if Landlord is entitled
to damages (including, without limitation, unpaid rent) pursuant to the terms of this Lease, then
all such damages shall be entitled to administrative expense priority pursuant to the Bankruptcy
Code. Any person or entity to which this Lease is assigned pursuant to the Bankruptcy Code shall be
deemed without further act or deed to have assumed all of the obligations arising under this Lease
on and after the date of assignment, and any such assignee shall upon request execute and deliver
to Landlord an instrument confirming such assumption. Trustee shall not have the right to assume
or assume and assign this Lease unless Trustee promptly (a) cures all defaults under this Lease,
(b) compensates Landlord for damages incurred as a result of such defaults, (c) provides adequate
assurance of future performance on the part of Trustee as debtor in possession or Trustee’s
assignee, and (d) complies with all other requirements of the Bankruptcy Code. If Trustee fails to
assume or assume and assign this Lease in accordance with the requirements of the Bankruptcy Code
within sixty (60) days after the initiation of the Case, then Trustee shall be deemed to have
rejected this Lease. If this Lease is rejected or deemed rejected, then Landlord shall have all
rights and remedies available to it pursuant to Article XIX. Adequate assurance of future
performance shall require, among other things, that the following minimum criteria be met: (1)
Tenant’s gross receipts in the ordinary course of business during the thirty (30) days preceding
the Case must be greater than ten (10) times the next monthly installment of Base Rent and
additional rent due; (2) Both the average and median of Tenant’s monthly gross receipts in the
ordinary course of business during the seven (7) months preceding the Case must be greater than the
next monthly installment of Base Rent and additional rent due; (3) Trustee must pay its estimated
pro-rata share of the cost of all services performed or provided by Landlord (whether directly or
through agents or contractors and whether or not previously included as part of Base Rent) in
advance of the performance or provision of such services; (4) Trustee must agree that Tenant’s
business shall be conducted in a first-class manner, and that no liquidating sale, auction or other
non-first-class business operation shall be conducted in the Premises; (5) Trustee must agree that
the use of the Premises as stated in this Lease shall remain unchanged and that no prohibited use
shall be permitted; (6) Trustee must agree that the assumption or assumption and assignment of this
Lease shall not violate or affect the rights of other tenants of the Building and the Complex; (7)
Trustee must pay at the time the next monthly installment of Base Rent is due, in addition to such
installment, an amount equal to the monthly installments of Base Rent, and additional rent due for
the next six (6) months thereafter, such amount to be held as a security deposit; (8) Trustee must
agree to pay, at any time Landlord draws on such security deposit, the amount necessary to restore
such security deposit to its original amount; (9) Trustee must comply with all duties and
obligations of Tenant under this Lease; and (10) All assurances of future performance specified in
the Bankruptcy Code must be provided.



ARTICLE XXI

 SUBORDINATION




     21.1 This Lease is subject and subordinate to the lien, provisions, operation and effect
of all mortgages, deeds of trust, ground leases or other security instruments which may now or
hereafter encumber the Building or the Land (collectively, “Mortgages”), to all funds and
indebtedness intended to be secured thereby, and to all renewals, extensions, modifications,
recastings or refinancings thereof. The holder of any Mortgage to which this Lease is subordinate
shall have the right (subject to any required approval of the holders of any superior Mortgage) at
any time to declare this Lease to be superior to the lien, provisions, operation and effect of such
Mortgage and Tenant shall execute, acknowledge and deliver all documents required by such holder in
confirmation thereof.




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Notwithstanding the foregoing, (a) Landlord shall obtain from the holder of the existing Mortgage
which encumbers the Building and Land a non-disturbance agreement for the benefit of tenant in such
holder’s usual form and (b) with respect to any future Mortgage on the Building, the Land or both,
if (i) at the time that any such Mortgage is placed Tenant is then paying all of its obligations to
its creditors on a timely basis as such obligations become due, and (ii) there shall then be no
default existing under this Lease then, in such event, Landlord shall use commercially reasonable
efforts to obtain from the holder of such future Mortgage a non-disturbance agreement for the
benefit of Tenant in such holder’s usual form; provided, however, that in each case (A) Tenant
shall pay all costs incurred by Landlord which are imposed by such holder of a Mortgage with
respect to such non-disturbance agreement, (B) in the event that Landlord does not obtain a
non-disturbance agreement which it is obligated to obtain pursuant to clause (a) of this Section
21.1, then Tenant’s sole remedy shall be that this Lease shall not be subject and subordinate to
the lien of the Mortgage and Landlord shall have no liability to Tenant on account of Landlord’s
failure to obtain a non-disturbance agreement, and (C) in the event that Landlord does not obtain a
non-disturbance agreement which it is obligated to use commercially reasonable efforts to obtain
pursuant to clause (b) of this sentence, then this Lease shall remain subject and subordinate to
the lien of the Mortgage.




     21.2 Tenant shall at Landlord’s request promptly execute any requisite or appropriate document
confirming the foregoing subordination. Attached hereto as Exhibit H is a copy of the
subordination agreement acceptable to the current holder of the Mortgage encumbering the Building.
Tenant appoints Landlord as Tenant’s attorney-in-fact to execute any such document for Tenant
during the continuance of an Event of Default under this Lease. Tenant waives the provisions of any
statute or rule of law now or hereafter in effect which may give or purport to give Tenant any
right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in
the event any foreclosure proceeding is prosecuted or completed or in the event the Building, the
Land or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of foreclosure
or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee
following such transfer, then, at the request of such transferee, Tenant shall attorn to such
transferee and shall recognize such transferee as the landlord under this Lease. Tenant agrees that
upon any such attornment, such transferee shall not be (a) bound by any payment of the Base Rent or
additional rent more than one (1) month in advance, except prepayments in the nature of security
for the performance by Tenant of its obligations under this Lease, but only to the extent such
prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made
without the consent of the holder of each Mortgage existing as of the date of such amendment, (c)
liable for damages for any breach, act or omission of any prior landlord, (d) subject to any
offsets or defenses which Tenant might have against any prior landlord, or (e) be obligated for
construction of any improvements otherwise to be constructed by Landlord under the Lease; provided,
however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree
to perform in accordance with the terms of this Lease all obligations of Landlord arising after the
date of transfer. Within five (5) days after the request of such transferee, Tenant shall execute,
acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such
attornment.



     21.3 If any prospective or current holder of a Mortgage requires that modifications to this
Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely
affect in a material manner Tenant’s use of the Premises as herein permitted, and (c) do not
increase the rent and other sums to be paid by Tenant, then Landlord may submit to Tenant an
amendment to this Lease incorporating such required modifications, and Tenant shall execute,
acknowledge and deliver such amendment to Landlord within five (5) days after Tenant’s receipt
thereof (with no other notice or cure period applicable thereto).



     21.4 If (a) the Building or the Land, or both, are at any time subject to a Mortgage, (ii)
this Lease and rent payable hereunder is assigned to the holder of the Mortgage, and (iii) the
Tenant is given notice of such assignment, including the name and address of the assignee, then, in
that event, Tenant shall not terminate this Lease or make any abatement or offset in the rent
payable hereunder for any default on the part of the Landlord without first giving notice, in the
manner provided elsewhere in this Lease for the giving of notices, to the holder of such Mortgage,
specifying the default in reasonable detail, and affording such holder a reasonable opportunity to
make performance, at its election, for and on behalf of the Landlord, except that (x) such holder
shall have at least



30









 




thirty (30) days to cure the default; (y) if such default cannot be cured with reasonable diligence
and continuity within thirty (30) days, such holder shall have any additional time as may be
reasonably necessary to cure the default with reasonable diligence and continuity; and (z) if the
default cannot reasonably be cured without such holder having obtained possession of the Building,
such holder shall have such additional time as may be reasonably necessary under the circumstances
to obtain possession of the Building and thereafter to cure the default with reasonable diligence
and continuity. If more than one such holder makes a written request to Landlord to cure the
default, the holder making the request whose lien is the most senior shall have such right.




ARTICLE XXII

 HOLDING OVER




     22.1 Tenant acknowledges that it is extremely important that Landlord have substantial
advance notice of the date on which Tenant will vacate the Premises, because Landlord will require
an extensive period to locate a replacement tenant and because Landlord plans its entire leasing
and renovation program for the Building in reliance on its lease expiration dates. Tenant also
acknowledges that if Tenant fails to surrender the Premises or any portion thereof at the
expiration or earlier termination of the Lease Term, then it will be conclusively presumed that the
value to Tenant of remaining in possession, and the loss that will be suffered by Landlord as a
result thereof, far exceed the Base Rent and additional rent that would have been payable had the
Lease Term continued during such holdover period. Therefore, if Tenant (or anyone claiming through
Tenant) does not immediately surrender the Premises or any portion thereof upon the expiration or
earlier termination of the Lease Term, then this Lease and the rent payable by Tenant hereunder
shall be increased to equal (i) during the first thirty (30) days of such holdover period, one
hundred fifty percent (150%) of the Base Rent, additional rent and other sums that would have been
payable pursuant to the provisions of this Lease if the Lease Term had continued during such
holdover period and (ii) thereafter, two hundred percent (200%) of the Base Rent, additional rent
and other sums that would have been payable pursuant to the provisions of this Lease if the Lease
Term had continued during such holdover period. Such rent shall be computed by Landlord and paid by
Tenant on a monthly basis and shall be payable on the first day of such holdover period and the
first day of each calendar month thereafter during such holdover period until the Premises have
been vacated. Notwithstanding any other provision of this Lease, Landlord’s acceptance of such rent
shall not in any manner adversely affect Landlord’s other rights and remedies, including Landlord’s
right to evict Tenant and to recover all damages. Any such holdover shall be deemed to be a
tenancy-at-sufferance and not a tenancy-at-will or tenancy from month-to-month. In no event shall
any holdover be deemed a permitted extension or renewal of the Lease Term, and nothing contained
herein shall be construed to constitute Landlord’s consent to any holdover or to give Tenant any
right with respect thereto.



ARTICLE XXIII

COVENANTS OF LANDLORD




     23.1 Landlord covenants that it has the right to enter into this Lease, and that if Tenant
shall perform timely all of its obligations hereunder, then, subject to the provisions of this
Lease, Tenant shall during the Lease Term peaceably and quietly occupy and enjoy the full
possession of the Premises without hindrance by Landlord or any party claiming through or under
Landlord.



     23.2 Landlord reserves the following rights: (a) to change the street address and name of the
Building and the Complex; provided, however that unless such change is required by any governmental
agency, Landlord shall reimburse Tenant for the reasonable cost of reprinting Tenant’s stationery
then on hand; (b) to change the arrangement and location of entrances, passageways, doors,
doorways, corridors, elevators, stairs, toilets or other public parts of the Building and the
Complex; (c) to erect, use and maintain pipes, wires, structural supports, ducts and conduits in
and through the Premises; (d) to grant to anyone the exclusive right to conduct any particular
business in the Building and the Complex; (e) to exclusively use and/or lease the roof areas, the
sidewalks and other



31









 




exterior areas; (f) to resubdivide the Land or to combine the Land with other lands; (g) to
relocate any parking areas designated for Tenant’s use to a similar location within the garage
which is part of the Complex; (h) if Tenant vacates the Premises prior to the expiration of the
Lease Term, to enter the Premises for any reason whatsoever and to make Alterations to or otherwise
prepare the Premises for reoccupancy without relieving Tenant of its obligation to pay all Base
Rent, additional rent and other sums due under this Lease through such expiration; (i) to construct
improvements (including kiosks) on the Land and in the public and common areas of the Building; (j)
to prohibit smoking in the entire Building or portions thereof (including the Premises) and on the
Land, so long as such prohibitions are in accordance with applicable law; and (k) if any excavation
or other substructure work shall be made or authorized to be made upon land adjacent to the
Building or the Land, to enter the Premises for the purpose of doing such work as is required to
preserve the walls of the Building and to preserve the land from injury or damage and to support
such walls and land by proper foundations. Landlord may exercise any or all of the foregoing rights
without being deemed to be guilty of an eviction, actual or constructive, or a disturbance of
Tenant’s business or use or occupancy of the Premises.




          Landlord’s activities and installations in the Premises shall not unreasonably interfere with
Tenant’s business operations in the Premises pursuant to this Section 23.2, and all such
installations in the Premises by Landlord pursuant to this Section 23.2 shall be appropriately
concealed.




ARTICLE XXIV

PARKING




     24.1 (a) During the Lease Term, Tenant shall have the right to use (on a non-exclusive
first-come, first-served basis) the Parking Permits (as defined in Section 1.17 hereinabove) for
the unreserved parking of passenger automobiles in the areas of the garage serving the Complex (the
“Garage”) designated from time to time by Landlord for the use of tenants of the Building. The
charge for such permits shall be the prevailing rate charged form time to time by Landlord or the
operator of the Garage (the “Garage Operator”), it being understood and agreed that the initial
rate for unreserved spaces for Tenant shall be One Hundred Thirty Dollars ($130.00) per parking
space, per month, which charges shall be payable monthly in advance on or before the first day of
each month throughout the Lease Term to Landlord, or, at Landlord’s option, to the Garage Operator.
The Garage Operator may operate or lease the Garage pursuant to an agreement or lease with
Landlord. Notwithstanding the foregoing, Landlord does not guarantee the availability of such
monthly parking permits to Tenant after the sixth (6th) full month of the Lease Term if and to the
extent that Tenant does not purchase such monthly parking permits during the sixth (6th) month and
each subsequent month of the Lease Term. Landlord reserves the right to institute either a valet
parking system or a self parking system, Tenant and its employees shall observe reasonable
precautions in the use of the Garage and shall at all times abide by all rules and regulations
governing the use of the Garage promulgated by Landlord or the Garage Operator, which rules and
regulations shall be of uniform application to all office tenants in the Building, shall be
consistent with the terms of this Lease and shall not increase Tenant’s monetary obligations under
this Lease in other than a de minimis way. The Garage will remain open on Monday through Friday
(excluding legal holidays) and during the Building Hours on such days. Landlord reserves the right
to close the Garage during periods of unusually inclement weather or for repairs. At all times when
the Garage is closed, monthly permit holders shall be afforded access to the Garage by means of a
magnetic card or other procedure provided by Landlord or the Garage Operator. Landlord does not
assume and responsibility and shall not be held liable for any damage or loss to any automobile or
personal property in the or about the Garage or for any injury sustained by any person in or about
the Garage. The parties acknowledge that Tenant’s parking rights shall be subject to the terms and
conditions of Landlord’s agreement with the Garage Operator, if any. The right to access the Garage
may be by means of an electronic access gate operated by electronic access cards, in which case
Tenant shall deposit with Landlord Twenty Dollars ($20.00) for each access card requested by Tenant
which is either (i) in excess of the number of such access cards which Tenant shall have received
on the Lease Commencement Date or (ii) in replacement of any access card previously given to Tenant
by Landlord or the



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Garage Operator. Landlord reserves the right to modify in any way Landlord deems appropriate
the manner in which the Garage is accessed during the Lease Term.




          (b) Subject to the limitations imposed thereon from time to time by Landlord and/or the Garage
Operator, Tenant’s customers and visitors shall have the right to use available spaces in the
Garage for the purpose of parking their vehicles therein while visiting the Premises. Tenant’s
customers and visitors shall pay the then current hourly parking fees established by Landlord
and/or the Garage Operator, as adjusted from time to time, for the privilege of using the Garage.
The foregoing shall in no way be construed to impose upon Landlord any obligation to provide
customer parking for Tenant.




          (c) Landlord’s granting of parking rights hereunder does not create a bailment between the
parties, it being expressly agreed that the only relationship created between Landlord and Tenant
hereby is that of right grantor and right grantee. All motor vehicles (including all contents
thereof) shall be in the Garage at the sole risk of their owners and Tenant, and Landlord is not
responsible for the protection and security of such vehicles. Neither Landlord nor any agent,
employee or contractor of Landlord shall have any liability for any property damage or personal
injury arising out of or in connection with said motor vehicles, and Tenant shall indemnify and
hold Landlord and any agent, employee or contractor of Landlord harmless from and against all
demands, claims, damages, costs, expenses, liabilities, or causes of action arising out of or
connected with Tenant’s or Tenant’s Invitees’ use of the Garage, or any acts or omissions arising
out of or in connection with said motor vehicles.




          d) In its use of the Garage, Tenant will follow all terms of all applicable Rules
and
Regulations enacted by Landlord with respect to the Complex and/or the Garage, and will cause
Tenant’s Invitees to do the same. Upon the occurrence of any violation of said applicable Rules and
Regulations or failure by Tenant to pay parking fees which continues beyond the expiration of any
applicable grace or cure periods set forth herein, Landlord may terminate Tenant’s rights to lease
parking spaces in the Garage in accordance with the terms of subsection (a) above.




          (e) If: (i) all or a portion of the Garage is damaged by fire or other casualty or
taken by power of eminent domain or purchased in lieu thereof by any governmental authority, (ii)
the insurance proceeds payable as a result of a casualty to the Garage are applied to a Mortgage,
or (iii) there is any material uninsured loss to the Garage, Landlord may terminate Tenant’s right
to lease spaces in the Garage in accordance with the terms of subsection (a) above. If Landlord
does not so elect to terminate such rights of Tenant pursuant to the foregoing provisions of this
subsection (e), then: (1) Landlord will either (i) proceed to restore the Garage (and Landlord
shall have no obligation to provide any alternative parking while such restoration is being
performed), or (ii) not restore the Garage, but provide Tenant, at Tenant’s sole cost and expense,
with alternate parking throughout the remainder of the Lease Term (if such alternative parking is
reasonably available under the circumstances).




     24.2 Landlord reserves the right for itself or the operator of the Garage (if any) to
establish rates and fees for the use of the Garage and to establish and modify or amend rules and
regulations governing the use of such parking areas. Landlord shall have the right to revoke a
user’s parking privileges in the event such user fails to abide by the rules and regulations
governing the use of such parking areas. Tenant shall be prohibited from using the Garage for
purposes other than for parking registered vehicles. The storage or repair of vehicles in the
Garage shall be prohibited.



     24.3 Tenant shall not assign, sublet or transfer any Parking Permits without Landlord’s prior
written consent (unless Landlord’s consent is not required to a proposed assignment or sublease
pursuant to Section 7.2 hereof), except to a subtenant or assignee which has been approved by
Landlord in advance, in writing. Any other attempted assignment, sublet, or transfer shall be
void.



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ARTICLE XXV

ESTOPPELS




     25.1 At any time and from time to time, upon not less than ten (10) days’ prior written
notice, Tenant and each subtenant, assignee, licensee or concessionaire or occupant of Tenant shall
execute, acknowledge and deliver to Landlord and/or any other person or entity designated by
Landlord, a written statement certifying: (a) that this Lease is unmodified and in full force and
effect (or if there have been modifications, that this Lease is in full force and effect as
modified and stating the modifications); (b) the dates to which the rent and any other charges have
been paid; (c) whether or not Landlord is in default in the performance of any obligation, and if
so, specifying the nature of such default; (d) the address to which notices to Tenant are to be
sent; (e) that this Lease is subject and subordinate to all Mortgages encumbering the Building or
the Land; (f) that Tenant has accepted the Premises and that all work thereto has been completed
(or if such work has not been completed, specifying the incomplete work); and (g) such other
matters as Landlord may reasonably request. Any such statement may be relied upon by any owner of
the Building or the Land, any prospective purchaser of the Building or the Land, any holder or
prospective holder of a Mortgage or any other person or entity. Tenant acknowledges that time is of
the essence to the delivery of such statements and that Tenant’s failure to deliver timely such
statements may cause substantial damages resulting from, for example, delays in obtaining financing
secured by the Building. Tenant shall be liable for all such damages. If any such statement is not
delivered timely by Tenant, then all matters contained in such statement shall be deemed true and
accurate. Attached hereto as Exhibit I is a copy of the estoppel certificate acceptable to
the current holder of the Mortgage encumbering the Building.



ARTICLE XXVI

GENERAL PROVISIONS




     26.1 Tenant acknowledges that neither Landlord nor any broker, agent or employee of Landlord
has made any representation or promise with respect to the Premises or the Building except as herein
expressly set forth, and no right, privilege, easement or license is being acquired by Tenant
except as herein expressly set forth.



     26.2 Nothing contained in this Lease shall be construed as creating any relationship between
Landlord and Tenant other than that of landlord and tenant. Tenant shall not use the name of the
Building for any purpose other than as the address of the business to be conducted by Tenant in the
Premises, use the name of the Building as Tenant’s business address after Tenant vacates the
Premises, or do or permit to be done anything in connection with Tenant’s business or advertising
which in the reasonable judgment of Landlord may reflect unfavorably on Landlord or the Building or
confuse or mislead the public as to any apparent connection or relationship between Landlord, the
Building and Tenant.



     26.3 Landlord and Tenant each warrants to the other that in connection with this Lease it has
not employed or dealt with any broker, agent or finder, other than the Broker(s) set forth in
Section 1.10. Landlord acknowledges that Landlord shall pay any commission or fee due to the
Broker(s) pursuant to a separate agreement. Tenant shall indemnify and hold Landlord harmless from
and against any claim for brokerage or other commissions asserted by any broker, agent or finder
employed by Tenant or with whom Tenant has dealt, other than the Broker(s).



     26.4 LANDLORD, TENANT, AND ALL OTHER PERSONS OR ENTITIES LIABLE UNDER THIS LEASE EACH WAIVES
TRIAL BY JURY IN ANY ACTION, PROCEEDING, CLAIM OR COUNTERCLAIM BROUGHT IN CONNECTION WITH ANY
MATTER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND
TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM OF INJURY OR DAMAGE.
TENANT CONSENTS TO SERVICE OF PROCESS AND ANY PLEADING RELATING TO ANY SUCH ACTION AT



34









 




THE PREMISES PROVIDED THAT TENANT IS THEN IN OCCUPANCY OF ANY PORTION OF THE PREMISES; FURTHER
PROVIDED, HOWEVER, THAT NOTHING HEREIN SHALL BE CONSTRUED AS REQUIRING SUCH SERVICE AT THE
PREMISES. LANDLORD, TENANT, AND ALL OTHER PERSONS OR ENTITIES LIABLE UNDER THIS LEASE EACH WAIVES
ANY OBJECTION TO THE VENUE OF ANY ACTION FILED IN ANY COURT SITUATED IN THE JURISDICTION IN WHICH
THE BUILDING IS LOCATED, AND WAIVES ANY RIGHT, CLAIM OR POWER, UNDER THE DOCTRINE OF FORUM NON
CONVENIENS OR OTHERWISE, TO TRANSFER ANY SUCH ACTION TO ANY OTHER COURT.




     26.5 All notices or other communications required under this Lease shall be in writing and
shall be deemed duly given and received when delivered in person (with receipt therefor), on the
next business day after deposit with a recognized overnight delivery service, or on the third
(3rd) day after being sent by certified or registered mail, return receipt requested,
postage prepaid, to the following addresses: (a) if to Landlord, at each of the Landlord Notice
Addresses specified in Article I; (b) if to Tenant, at the Tenant Notice Address specified in
Article I. Either party may change its address for the giving of notices by notice given in
accordance with this Section. If Landlord or the holder of any Mortgage notifies Tenant that a copy
of any notice to Landlord shall be sent to such holder at a specified address, then Tenant shall
send (in the manner specified in this Section and at the same time such notice is sent to Landlord)
a copy of each such notice to such holder, and no such notice shall be considered duly sent unless
such copy is so sent to such holder. Any such holder shall have the rights set forth in Section
21.4. Any cure of Landlord’s default by such holder shall be treated as performance by Landlord.



     26.6 Each provision of this Lease shall be valid and enforceable to the fullest extent
permitted by law. If any provision of this Lease or the application thereof to any person or
circumstance shall to any extent be invalid or unenforceable, then such provision shall be deemed
to be replaced by the valid and enforceable provision most substantively similar to such invalid or
unenforceable provision, and the remainder of this Lease and the application of such provision to
persons or circumstances other than those as to which it is invalid or unenforceable shall not be
affected thereby. Nothing contained in this Lease shall be construed as permitting Landlord to
charge or receive interest in excess of the maximum rate allowed by law.



     26.7 Feminine, masculine or neuter pronouns shall be substituted for those of another form,
and the plural or singular shall be substituted for the other number, in any place in which the
context may require such substitution.



     26.8 The provisions of this Lease shall be binding upon and inure to the benefit of the
parties and each of their respective representatives, successors and assigns, subject to the
provisions herein restricting assignment or subletting.



     26.9 This Lease contains and embodies the entire agreement of the parties hereto and
supersedes all prior agreements, negotiations, letters of intent, proposals, representations,
warranties, understandings, suggestions and discussions, whether written or oral, between the
parties hereto. Any representation, inducement, warranty, understanding or agreement that is not
expressly set forth in this Lease shall be of no force or effect. This Lease may be modified or
changed in any manner only by an instrument signed by both parties. This Lease includes and
incorporates all Exhibits attached hereto.



     26.10 This Lease shall be governed by the Laws of the jurisdiction in which the Building is
located. There shall be no presumption that this Lease be construed more strictly against the party
who itself or though its agent prepared it, it being agreed that all parties hereto have
participated in the preparation of this Lease and that each party had the opportunity to consult
legal counsel before the execution of this Lease.



     26.11 Headings are used for convenience and shall not be considered when construing this
Lease.



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     26.12 The submission of an unsigned copy of this document to Tenant shall not constitute an
offer or option to lease the Premises. This Lease shall become effective and binding only upon
execution and delivery by both Landlord and Tenant subject to the following. This Lease is
contingent upon any holder of a Mortgage which encumbers the Building approving the Lease. In the
event that such holder does not approve the Lease, Landlord shall have the right to terminate this
Lease.



     26.13 [Intentionally omitted.]



     26.14 This Lease may be executed in multiple counterparts, each of which shall be deemed an
original and all of which together constitute one and the same document. Faxed signatures shall
have the same binding effect as original signatures.



     26.15 Neither this Lease nor a memorandum thereof shall be recorded.



     26.16 Landlord reserves the right to make reasonable changes and modifications to the plans
and specifications for the Building without Tenant’s consent, provided such changes or
modifications do not materially and adversely change the character of the Building.



     26.17 Tenant’s liabilities and obligations with respect to the period prior to the
expiration or earlier termination of the Lease Term shall survive such expiration or earlier
termination.



     26.18 If Landlord or Tenant is in any way delayed or prevented from performing any obligation
due to fire, act of God, governmental act or failure to act, strike, labor dispute, inability to
procure materials, or any cause beyond the other party’s reasonable control (whether similar or
dissimilar to the foregoing events), then the time for performance of such obligation shall be
excused for the period of such delay or prevention and extended for a period equal to the period of
such delay, interruption or prevention; provided, however, that nothing set forth in this Section
26.18 shall in any manner excuse any failure on the part of Tenant to pay all Base Rent or
additional rent in the full amount due, as and when the same is due and payable under this Lease.



     26.19 Landlord’s review, approval and consent powers (including the right to review plans
and specifications) are for its benefit only. Such review, approval or consent (or conditions
imposed in connection therewith) shall be deemed not to constitute a representation concerning
legality, safety or any other matter.



     26.20 The deletion of any printed, typed or other portion of this Lease shall not evidence the
parties’ intention to contradict such deleted portion. Such deleted portion shall be deemed not to
have been inserted in this Lease.



     26.21 At the expiration or earlier termination of the Lease Term, Tenant shall deliver to
Landlord all keys and security cards to the Building and the Premises, whether such keys were
furnished by Landlord or otherwise procured by Tenant, and shall inform Landlord of the combination
of each lock, safe and vault, if any, in the Premises.



     26.22 Tenant and the person executing and delivering this Lease on Tenant’s behalf each
represents and warrants that such person is duly authorized to so act; that Tenant is duly
organized, is qualified to do business in the jurisdiction in which the Building is located, is in
good standing under the Laws of the state of its organization and the Laws of the jurisdiction in
which the Building is located, and has the power and authority to enter into this Lease; and that
all action required to authorize Tenant and such person to enter into this Lease has been duly
taken.



     26.23 Any elimination or shutting off of light, air, or view by any structure which may be
erected on lands adjacent to the Building shall in no way effect this Lease or impose any liability
on Landlord.



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     26.24 The parties intend that all payments made to Landlord under this Lease will qualify
as rents from real property for purposes of Section 512(b)(3) of the Internal Revenue Code of 1986,
as amended (“Qualified Rents”). If Landlord, in its sole discretion, advises Tenant that there is
any risk that all or part of any payments made under this Lease will not qualify as Qualified
Rents, Tenant agrees (i) to cooperate with landlord to restructure this Lease in such manner as may
be necessary to enable such payments to be treated as Qualified Rents, and (ii) to permit an
assignment of this Lease, in each case provided such restructuring or assignment will not have a
material economic impact on Tenant.



     26.25 The Landlord is
a party to a certain Traffic Mitigation Agreement (“TMA”) with
Montgomery County, Maryland, which is recorded among the Land Records of Montgomery County,
Maryland in Liber 16192, at Folio 552, as may be amended from time to time, and which TMA obligates
Landlord to undertake certain actions in order to reduce peak hour trips. Such action includes
appointing or employing a Building Transportation Coordinator to coordinate and assist in efforts
to promote alternatives to the use of single occupant vehicles by tenants and their employees,
including, but not limited to, distributing promotional materials, collecting applications and
coordinating ridesharing and coordination of activities with the Friendship Heights Transportation
Management District (“FHTMD”).



     Tenant shall cooperate with Landlord, the Building Transportation Coordinator and the FHTMD in
promoting ridesharing and the use of public transportation among its employees. Such cooperation
shall include, but not be limited to, appointing an employee of Tenant to serve as a Tenant
Transportation Coordinator, who shall be responsible for the distribution of program literature,
registration forms and survey forms to Tenant’s employees and posting program brochures and posters
on bulletin boards within the Premises.



     In the event that the number of parking spaces in the Garage is reduced pursuant to the TMA,
irrespective of whether Tenant has complied with its obligations under this Section 26.25, Tenant
acknowledges and agrees that the number of Parking Permits allocated or available to Tenant will be
reduced proportionately with the Parking Permits which are available to all other tenants in the
Building.



ARTICLE XXVII

ERISA MATTERS




     27.1 Tenant acknowledges that it has been advised that an affiliate of Landlord is a
collective investment fund (the “Fund”) which holds the assets of one or more employee benefit
plans or retirement arrangements which are subject to Title I, the Employee Retirement Income
Security Act of 1974, as amended (“ERISA”), and/or Section 4975 of the Internal Revenue Code of
1986, as amended (the “Code”) (each a “Plan”), and with respect to which Morgan Guaranty Trust
Company of New York (“MGT”) is the Trustee and that, as a result, Landlord may be prohibited by law
from engaging in certain transactions.



     27.2 Landlord hereby represents and warrants to Tenant that, as of the date hereof, the only
Plans whose assets are invested in the Fund which, together with the interests of any other Plans
maintained by the same employer or employee organization, represent a collective interest in the
Fund in excess of ten percent (10%) of the total interests in the Fund (each, a “10% Plan”) are
referenced on Exhibit E attached hereto and made a part hereof (collectively, the “Existing
10% Plan”).



     27.3 Tenant represents and warrants that as of the date hereof, and at all times while it is a
tenant under this Lease, one of the following statements is, and will continue to be, true: (1)
Tenant is not a “party in interest” (as defined in Section 3(14) of ERISA) or a “disqualified
person” (as defined in Section 4975 of the Code) (each a “Party in Interest”) with respect to the
Existing 10% Plan or, (2) if Tenant is a Party in Interest, that:




     (A) neither Tenant nor its “affiliate” (as defined in Section V(c) of PTCE
84-14, “Affiliate”) has, or during the immediately preceding one (1) year has, exercised
the authority to either: (i) appoint or terminate MGT as the qualified professional asset
manager (as defined in Section V(a) of PTCE 84-14,



37









 






“QPAM”) of any of the assets of the Existing 10% Plan with respect to which Tenant or its
Affiliate is a Party in Interest; or (ii) negotiate the terms of the management agreement
with MGT, including renewals or modifications thereof, on behalf of the Existing 10% Plan;
and




     (B) neither Tenant nor any entity controlling, or controlled by, Tenant owns a
five percent (5%) or more interest (within the meaning of PTCE 84-14,
“5% Interest”) in
J.P. Morgan Chase & Co.



     27.4 In the event that Landlord or the Fund notifies Tenant in writing that a Plan
other than the Existing 10% Plan may become a 10% Plan, Tenant will, within 10 days of such
notification, inform the Fund in writing as to whether it can make the same representations which
it made in Section 27.3 hereof with respect to such prospective 10% Plan. Thereafter, if based on
such representations made by Tenant such Plan becomes a 10% Plan, Tenant represents and warrants
that, at all times during the period Tenant is a tenant under this Lease, one of the statements
set forth in Section 27.3 hereof will be true with respect to such 10% Plan.



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



	 	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	CHASE TOWER ASSOCIATES, L.L.C., a Delaware limited
liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	CHASE TOWER INVESTORS, L.L.C., a
Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	JBG/BANNOCKBURN PARTNERS,	 	 
	 	 	 	 	 	 	L.L.C., a Delaware limited liability	 	 
	 	 	 	 	 	 	company, its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Celeste McCall
 


	 	 	 	 	 	By:

Name:
	 	/s/ Brian P. Coulter
 

Brian P. Coulter
	 	[SEAL]
	 

	 	 	 	 	 	Title:
	 	Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	WITNESS:	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	HEALTHCARE FINANCIAL PARTNERS REIT, INC., a Maryland corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ Sean P. Murphy	 	By:	 	/s/ Peter J. Favvell	 	[SEAL] 
	 	 	 	 	 	 	 
	 	 	Name:	 	Peter J. Favvell	 	 
	 	 	Title:	 	President	 	 







38