Exhibit
10.1


 


AGREEMENT OF LEASE


 


by and between


 


ATRIUM BUILDING, LLC


 


and


 


TESSCO TECHNOLOGIES, INC.


 


(375 WEST PADONIA ROAD, SUITE 100)


 

















 


AGREEMENT OF LEASE


ATRIUM BUILDING, LLC


TESSCO TECHNOLOGIES, INC.


 


TABLE OF CONTENTS


 


	
  1.

  	
  Definitions and
  Attachments

  
	
  2.

  	
  Demise

  
	
  3.

  	
  Commencement Date and
  Term

  
	
  4.

  	
  Intentionally
  Deleted

  
	
  5.

  	
  Use

  
	
  6.

  	
  Rent

  
	
  7.

  	
  Requirements of
  Applicable Law

  
	
  8.

  	
  Certificate of
  Occupancy

  
	
  9.

  	
  Contest-Statute,
  Ordinance, Etc.

  
	
  10.

  	
  Tenant’s
  Improvements

  
	
  11.

  	
  Repairs
  and Maintenance

  
	
  12.

  	
  Conduct
  on Premises

  
	
  13.

  	
  Insurance

  
	
  14.

  	
  Rules
  and Regulations

  
	
  15.

  	
  Mechanics’
  Liens

  
	
  16.

  	
  Tenant’s Failure to
  Repair

  
	
  17.

  	
  Property — Loss,
  Damage

  
	
  18.

  	
  Destruction
  — Fire or Other Casualty

  
	
  19.

  	
  Eminent
  Domain

  
	
  20.

  	
  Assignment

  
	
  21.

  	
  Default;
  Remedies; Bankruptcy of Tenant

  
	
  22.

  	
  Intentionally
  Deleted

  
	
  23.

  	
  Services
  and Utilities

  
	
  24.

  	
  Electric
  Current

  
	
  25.

  	
  Telephone and
  Telecommunications

  
	
  26.

  	
  Acceptance
  of Premises

  
	
  27.

  	
  Inability
  to Perform

  
	
  28.

  	
  No Waivers

  
	
  29.

  	
  Access
  to Premises and Change in Services

  
	
  30.

  	
  Estoppel
  Certificates

  
	
  31.

  	
  Subordination

  
	
  32.

  	
  Attornment

  
	
  33.

  	
  Notices

  
	
  34.

  	
  Intentionally
  Deleted

  
	
  35.

  	
  Tenant’s
  Space

  
	
  36.

  	
  Quiet
  Enjoyment

  
	
  37.

  	
  Vacation
  of Premises

  
	
  38.

  	
  Members’
  Liability

  
	
  39.

  	
  Separability

  
	
  40.

  	
  Indemnification

  
	
  41.

  	
  Captions

  
	
  42.

  	
  Brokers

  
	
  43.

  	
  Recordation

  
	
  44.

  	
  Successors
  and Assigns

  
	
  45.

  	
  Integration of Agreements

  
	
  46.

  	
  Hazardous Material;
  Indemnity

  
	
  47.

  	
  Americans With
  Disabilities Act

  
	
  48.

  	
  Several
  Liability

  
	
  49.

  	
  Financial
  Statements

  
	
  50.

  	
  Definition of Day
  and Days

  
	
  51.

  	
  Right
  of Termination

  
	
  52.

  	
  Generator

  
	
  53.

  	
  Telecommunications
  Equipment

  
	
  54.

  	
  Exterior
  Signage

  
	
  55.

  	
  Tenant’s
  Installation of Security System

  
	
  56.

  	
  Landlord
  Renovation

  



 

















 


AGREEMENT OF LEASE


 


THIS AGREEMENT OF LEASE (this “Lease”)
made this
                     
day of
                     ,
2003 (the “Effective Date”), by
and between ATRIUM BUILDING, LLC (the
“Landlord”) and TESSCO TECHNOLOGIES, INC. (the “Tenant”), witnesseth that the parties
hereby agree as follows:


 


W
I T N E S S E T H:


 


THAT FOR AND IN CONSIDERATION of the mutual covenants and agreements
herein contained, the parties hereto do hereby covenant and agree as follows:


 


1.                                       Definitions
and Attachments.


 


1.1                                 Certain Defined Terms.


 


1.1.1                        “Building” means the office building located
at 375 West Padonia Road, Timonium, Maryland 21093, which is located within
Baltimore County, Maryland.


 


1.1.2                        “Rentable Area of the Building” means 110,328
rentable square feet, subject to adjustment in accordance with BOMA standards.


 


1.1.3                        “Premises” means that portion of the Building
located on the first and second floors designated as Suite 100 described on the
schedule attached hereto as Exhibit “A” and made a part hereof.


 


1.1.4                        “Rentable Area of the Premises” means 93,549
rentable square feet.


 


1.1.5                        “Term” means a period of three (3) years.


 


1.1.6                        “Annual Base Rent” means the amount set forth
on the following schedule:


 


	
  Rental
  Year

  	
   

  	
  Annual
  Base Rent

  	
   

  	
  Monthly
  Installments of Annual Base Rent

  	
   

  
	
  1

  	
   

  	
  $

  	
  1,276,008.36

  	
   

  	
  $

  	
  106,334.03

  	
   

  
	
  2

  	
   

  	
  $

  	
  1,314,288.60

  	
   

  	
  $

  	
  109,524.05

  	
   

  
	
  3

  	
   

  	
  $

  	
  1,353,717.24

  	
   

  	
  $

  	
  112,809.77

  	
   

  



 


1.1.7                        Intentionally Deleted.


 


1.1.8                        Intentionally Deleted.


 


1.1.9                        “Base Year Building Expenses” shall mean the
actual Building Expenses per rentable square foot incurred by Landlord for the
2002 calendar year.


 


1.1.10                  “Base Year Taxes” shall mean the actual Taxes
incurred by Landlord per rentable square foot for the 2002 calendar year.


 


1.1.11                  “Allowance” means the sum of $350,808.75. See
Section 35.


 


1.1.12                  “Broker” means Blue/Obrecht and KLNB.


 


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1.2                                 Additional Defined Terms.


 


The following additional terms are defined in the places in this Lease
noted below:


 


	
  Term

  	
   

  	
  Section

  
	
  “ADA”

  	
   

  	
  47

  
	
  “Applicable Laws”

  	
   

  	
  7

  
	
  “Approved Plans and
  Specifications”

  	
   

  	
  35

  
	
  “Building Expenses”

  	
   

  	
  6.2.2

  
	
  “Commencement Date”

  	
   

  	
  3.1

  
	
  “Common Areas”

  	
   

  	
  6.2.4

  
	
  “Cost of Building Expenses
  Per Square Foot”

  	
   

  	
  6.4.1

  
	
  “Cost of Taxes Per Square
  Foot”

  	
   

  	
  6.3.1

  
	
  “Default Rate”

  	
   

  	
  6.6

  
	
  “Hazardous Material”

  	
   

  	
  46

  
	
  “HVAC”

  	
   

  	
  23

  
	
  “Lease Year”

  	
   

  	
  6.2.5

  
	
  “Mortgagee”

  	
   

  	
  31

  
	
  “Normal Business Hours”

  	
   

  	
  23

  
	
  “Property”

  	
   

  	
  6.2.1

  
	
  “Successor”

  	
   

  	
  32

  
	
  “Target Date”

  	
   

  	
  3.2

  
	
  “Taxes”

  	
   

  	
  6.2.3

  
	
  “Tenant Improvements”

  	
   

  	
  35

  



 


1.3                               Attachments.


 


The following documents are attached hereto, and such documents, as
well as all drawings and documents prepared pursuant thereto, shall be deemed
to be a part hereof:


 


	
  Exhibit “A”

  	
  -

  	
  Floor Plan

  
	
  Exhibit “B”

  	
  -

  	
  Rules and Regulations

  
	
  Exhibit “C”

  	
  -

  	
  Inventory of DB Property

  
	
  Exhibit “D”

  	
  -

  	
  Estoppel Certificate

  
	
  Exhibit “E”

  	
  -

  	
  Subordination, Attornment
  and Non-Disturbance Agreement

  
	
  Exhibit “F”

  	
  -

  	
  Building Expense
  Exclusions

  



 


2. 
                                 Demise.  Landlord hereby leases unto Tenant, and Tenant
does hereby rent from Landlord the Premises. 
In addition thereto, Tenant shall have the right to use, on a
non-exclusive basis, and in common with the other tenants of the Building the
Common Areas of the Building (as that term is defined in Section 6.2.4
hereof).


 


3. 
                                 Commencement
Date and Term.  This
Lease shall commence on the “Commencement Date” (as herein defined) and shall
be for the Term, plus the portion of a calendar month, if any, from the
Commencement Date to the last day of the calendar month in which such
Commencement Date occurs.  Landlord
acknowledges that Tenant is currently occupying the Premises pursuant to that
certain Sublease dated November 21, 2002 (the “DB Sublease”) by and between
Tenant, as subtenant, and Deutsche Bank Securities, Inc. (“DB”), as
sublandlord, for a term that expires on May 31, 2004, and it is the intention
of the parties hereunder that this Lease will commence at the expiration of the
DB Sublease.  As used in this
Lease, the term “Commencement Date” shall mean June 1, 2004.


 


4. 
                                 Intentionally
Deleted.


 


5.                                     Use.  Tenant covenants that it shall use and occupy
the Premises continuously during the Term of this Lease solely for general
office purposes and for in-house training or training for Tenant’s customers,
all of the foregoing in accordance with applicable zoning regulations and for
no other purpose; provided, however, that the ingress and egress of Tenant’s
customers shall not unreasonably interfere with the use and enjoyment by the
other tenants of the Building.  For
purposes of this Lease, the term “general office use” shall not include use as
a school, college, university or educational institution of any type, use for
any purpose which is not consistent with


 


2

















 


the operation of the Building as a
first-class office building, use as an recruitment or temporary help service or
agency, or any use involving regular traffic by the general public. Tenant
recognizes that its occupancy of the Premises throughout the Term of this Lease
provides Landlord a significant benefit in the perception of the Building by
other prospective tenants who will negotiate with Landlord for space in the
Building in the future as well as the perception of other existing tenants who
will be negotiating with Landlord to renew their leases and remain in the
Building.  Landlord acknowledges that as
of the Effective Date, there currently exists a delicatessen within the
Premises pursuant to that certain Sublease dated July 31, 1987, as amended by
that First Amendment to Sublease dated April 30, 1997 (collectively, the “Deli
Sublease”), and Tenant shall have the right to retain such delicatessen subject
to the terms and conditions of the Deli Sublease.  Landlord further acknowledges that as of the Effective Date,
McGyver’s Catering (“McGyver’s”) operates a kiosk in the atrium of the
Building.  Tenant shall be responsible
to ensure that McGyver complies with all applicable laws and code regulations
related to food preparation and service and that McGyver’s use remains subject
at all times to the terms and conditions of this Lease.


 


6. 
                                 Rent.


 


6.1                                 Base Rent.  As rent for the Premises during each year of the Term, Tenant
shall pay to Landlord an Annual Base Rent, in equal monthly installments, in
advance on the first day of each calendar month during the Term, and without
deduction, setoff or demand in accordance with the schedule set forth in Section
1.1.6 above.  In addition to the Base Rent, if the Term should
commence on a day other than the first day of a calendar month, Tenant shall
pay to Landlord upon the Commencement Date, a sum equaling that percentage of
the monthly rent installment which equals the percentage of such calendar month
falling within the Term.


 


6.2                                 Definitions.  For the purposes hereof, the following definitions shall apply:


 


6.2.1  “Property” shall mean the Building, the land
upon which same is situated and all fixtures and equipment thereon or therein,
all commonly owned or shared appurtenances, including but not limited to, parking
areas, walkways, landscaping and utilities, whether located on the land upon
which the Building is situated or elsewhere.


 


6.2.2  “Building Expenses” shall be all those
expenses paid or incurred by Landlord in connection with the owning,
maintaining, operating and repairing of the Property or any part thereof, in a
manner deemed reasonable and appropriate by Landlord and shall include, without
limitation, the following:


 


6.2.2.1  All costs and
expenses of operating, repairing, lighting, cleaning, and insuring (including
liability for personal injury, death and property damage and workers’
compensation insurance covering personnel) the Property or any part thereof, as
well as all costs incurred in removing snow, ice and debris therefrom and of
policing and regulating traffic with respect thereto, and depreciation of all
machinery and equipment used therein or thereon, replacing or repairing of
pavement, parking areas, curbs, walkways, drainage, lighting facilities,
landscaping (including replanting and replacing flowers and other planting);


 


6.2.2.2  Electricity,
steam and fuel used in lighting, heating, ventilating and air conditioning and
all costs, charges, and expenses incurred by Landlord in connection with any
change of any company providing electricity service, including, without
limitation, maintenance, repair, installation and service costs associated
therewith;


 


6.2.2.3  Maintenance
and repair of mechanical and electrical equipment including heating,
ventilating and air conditioning equipment;


 


6.2.2.4  Window
cleaning and janitor service, including equipment, uniforms, and supplies and
sundries;


 


6.2.2.5  Maintenance of
elevators, stairways, rest rooms, lobbies, hallways and other Common Areas;


 


3

















 


6.2.2.6  Repainting and
redecoration of all Common Areas;


 


6.2.2.7 Repair and
maintenance of the parking areas, including without limitation, the resurfacing
and striping of said areas;


 


6.2.2.8  Sales or use
taxes on supplies or services;


 


6.2.2.9  Management
fees, wages, salaries and compensation of all persons engaged in the
maintenance, operation or repair of the Property and the provision of amenities
to all tenants in the Property (including Landlord’s share of all payroll taxes
and the cost of an on-site or near-site office and segregated storage area for
Landlord’s parts, tools and supplies);


 


6.2.2.10  Legal,
accounting and engineering fees and expenses, except for those related to
disputes with tenants or which are a result of and/or are based on Landlord’s
negligence or other tortious conduct;


 


6.2.2.11 Costs and expenses
that may result from compliance with any governmental laws or regulations that
were not applicable to the Common Areas at the time same were originally
constructed; and


 


6.2.2.12  All other expenses which under generally
accepted accounting principles would be considered as an expense of
maintaining, operating, or repairing the Property.  Notwithstanding the foregoing, all expenses (whether or not such
expenses are enumerated on items 1 through 11 of this Section 6.2.2)
which would be considered capital in nature under generally accepted accounting
principles shall be included in “Building Expenses” if same are amortized in
accordance with generally accepted accounting principles, except the roof and
any structural defects, which shall be excluded in all instances except as set
forth in Section 56.


 


6.2.2.13  Notwithstanding anything to the contrary
contained herein, Building Expenses shall not include any items for which
Tenant is paying directly under the terms of this Lease, including, (a)
electricity charges within the Premises; (b) janitorial services within the
Premises; (c) HVAC maintenance charges within the Premises; and (d) electrical
equipment maintenance charges within the Premises.


 


6.2.2.14  All of the costs and expenses listed
on Exhibit “F” attached hereto shall be excluded from Building
Expenses.  To the extent there is any
conflict between this Lease and Exhibit F, the terms of Exhibit F shall
control.


 


6.2.3  “Taxes” shall
mean all real property taxes including currently due installments of
assessments, sewer rents, ad valorem charges, water rates, rents and charges,
front foot benefit charges, and all other governmental impositions in the
nature of any of the foregoing. 
Excluded from Taxes are (i) federal, state or local income taxes, (ii)
franchise, gift, transfer, excise, capital stock, estate or inheritance taxes,
and (iii) penalties or interest charged for late payment of Taxes.  If at
any time during the Term the method of taxation prevailing at the commencement
of the Term shall be altered so as to cause the whole or any part of the items
listed in the first sentence of this subparagraph to be levied, assessed or
imposed, wholly or partly as a capital levy, or otherwise, on the rents
received from the Building, wholly or partly in lieu of imposition of or in
addition to the increase of taxes in the nature of real estate taxes issued
against the Property, then the charge to Landlord resulting from such altered additional
method of taxation shall be deemed to be within the definition of “Taxes.”


 


6.2.4  “Common Areas” shall mean those areas and
facilities which may be from time to time furnished to the Building by Landlord
for the non-exclusive general common use of tenants and other occupants of the
Building, their officers, employees, and invitees, including (without
limitation) the hallways, stairs, parking facilities, washrooms, and elevators.


 


6.2.5  “Lease Year” shall mean the first twelve
(12) month period following the Commencement Date and each succeeding twelve
(12) month period thereafter up to the end of the Term; provided, however, that
if the Commencement Date shall occur on a day other than the first day of a
calendar month, then the first Lease Year shall include that portion of a
calendar


 


4

















 


month in which the Commencement Date occurs
in addition to the first twelve (12) month period.


 


6.3                                 Rent Adjustments for Taxes.


 


6.3.1  On or before
March 31 of each Lease Year, Landlord shall total the Taxes and shall allocate
such Taxes to the Rentable Area of the Building in the following manner: 
Taxes for the foregoing calendar year shall be totaled and such total shall be
divided by the total rentable square feet in the Building thereby deriving the
“Cost of Taxes Per Square Foot” of rentable area.


 


6.3.2  In the event
that the Cost of Taxes Per Square Foot assessed for any calendar year which is
wholly or partly within the Term are greater than the Base Year Taxes, Tenant
shall pay to Landlord, as additional rent at the time such Taxes are due and
payable, the amount of such excess times the number of Rentable Area of the
Premises.  Any additional rent due Landlord under this Section shall be
due and payable within thirty (30) days after Landlord shall have submitted a
written statement to Tenant showing the amount due.  For Tenant’s
obligation for such additional rent at the beginning or end of the Lease, see Section
6.5.  Landlord may, in its discretion, make a reasonable estimate of
such additional rent with respect to Taxes, and require Tenant to pay each
month during such year 1/12 of such amount, at the time of payment of monthly
installments of Base Rent.  In such event,
Tenant shall pay, or Landlord shall refund or credit to Tenant’s account, any
underpayment or overpayment of such additional rent within thirty (30) days of
Landlord’s annual written statement of Taxes due.  Tenant shall have the right to examine, at Tenant’s sole expense,
Landlord’s records with respect to any such increases in additional rent;
provided, however, that unless Tenant shall have given Landlord written notice
of exception to any such statement within thirty (30) days after delivery
thereof, the same shall be conclusive and binding on Tenant.  No credit shall be given to Tenant if the
cost of Taxes Per Square Foot are less than the Base Year Taxes.


 


All reasonable expenses incurred by Landlord (including attorneys’,
appraisers’ and consultants’ fees, and other costs) in contesting any increase
in Taxes or any increase in the assessment of the Property shall be included as
an item of Taxes for the purpose of computing additional rent due hereunder.


 


6.4                                 Rent Adjustments for Building Expenses.


 


6.4.1  On or before
March 31 of each Lease Year, Landlord shall compute the Building Expenses for
such year and shall allocate such costs to the Rentable Area of the Building in
the following manner:  Building Expenses shall be totaled and such total
shall be divided by the total Rentable Area of the Building thereby deriving
the “Cost of Building Expenses Per Square Foot” of rentable area.  If Landlord incurs an extraordinary,
uncontrollable expense during the Base Year to determine Building Expenses (e.g.,
excessive snow or blizzard), such extraordinary expenses shall not be included
in the computation of Base Year Building Expenses, but such item shall be
included in Base Year Building Expenses in an amount equal to the average
amount of ordinary expenses for such item by averaging the three (3) prior
years’ expenses for such item.


 


6.4.2  In the event
that the cost of Building Expenses Per Square Foot of rentable area for any
year which is wholly or partly within the Term are greater than the Base Year
Building Expenses, Tenant shall pay to Landlord, as additional rent, the amount
of such excess times the number of square feet of Rentable Area of the
Premises, as set forth in Section 1 above.  If occupancy of the Building during any calendar year, including
the Base Year for Building Expenses, is less than ninety percent (90%), then
Building Expenses for that calendar year shall be “grossed up” to that amount
of Building Expenses that, using reasonable projections, would normally be
expected to be incurred during the calendar year in question if the Building
was ninety percent (90%) occupied during the applicable calendar year period,
as determined under generally accepted accounting principles; it being
understood that the written statement submitted to Tenant shall provide a
reasonably detailed description of how the Building Expenses were grossed up
and that only those component expenses that are affected by variations in
occupancy levels shall be grossed up.  Such additional rent shall be
computed on a


 


5

















 


year-to-year basis.  Any such additional
rent shall be due within thirty (30) days after Landlord has submitted a
written statement to Tenant showing the amount due.  Landlord may, in its
discretion, make a reasonable estimate of such additional rent with respect to
any calendar year, and require Tenant to pay each month during such year 1/12
of such amount, at the time of payment of monthly installments of Base
Rent.  In such event, Tenant shall pay, or Landlord shall refund or credit
to Tenant’s account, any underpayment or overpayment of such additional rent
within thirty (30) days of Landlord’s written statement of actual Building
Expenses for the Calendar year.  Tenant, at Tenant’s sole expense, shall
have the right to examine Landlord’s records with respect to any such increases
in additional rent; provided, however, that unless Tenant shall have given
Landlord written notice of exception to any such statement within thirty (30)
days after delivery thereof, the same shall be conclusive and binding on
Tenant.  No credit shall be given to Tenant if the cost of Building
Expenses Per Square Foot are less than the Base Year Building Expenses.  Notwithstanding anything to the contrary
contained herein, Landlord shall use diligent efforts to keep Building Expenses
at reasonable amounts, while maintaining the Building as a first class office
building. Tenant acknowledges that with regard to certain Building Expenses,
some tenants may be paying various fees directly to the service provider
(including, without limitation, janitorial services and electricity charges),
in which event the computation of Building Expenses per rentable square foot
for such items shall be determined by using the total rentable square footage
of the Building reduced by the rentable square footage of the tenants who are
paying such fees directly to the service provider.


 


6.5                                 Additional Rent Payments.  Tenant’s obligation to pay any
additional rent accruing during the Term pursuant to Sections 6.3 and 6.4
hereof shall apply pro rata to the proportionate part of a calendar year as to
Taxes and Building Expenses, in which this Lease begins or ends, for the
portion of each such year during which this Lease is in effect.  Such
obligation to make payments of such additional rent shall survive the
expiration or sooner termination of the Term.


 


6.6                                 Payments.  All payments or installments of any rent hereunder and all sums
whatsoever due under this Lease (including but not limited to court costs and
attorneys’ fees) shall be deemed rent and shall be paid to Landlord at the
address designated by Landlord.  If any
amount of Annual Base Rent or additional rent shall not be paid when due and
remains unpaid for five (5) calendar days following receipt of written
notice  (provided, that, in no event
shall Landlord be required to give Tenant more than one (1) notice in any
twelve (12) month period), Tenant shall pay Landlord, without notice or demand,
a late charge equal to the greater of (i) $35.00 and (ii) five percent (5%) of
the such overdue amount to partially compensate Landlord for its administrative
costs in connection with such overdue payment; which administrative costs
Tenant expressly acknowledges are reasonable and do not constitute a
penalty.  In addition, such overdue
amounts shall bear interest at the rate of 15% per annum (but not more than the
maximum allowable legal rate applicable to Tenant) (the “Default Rate”) until
paid.  Additionally, if any of Tenant’s
checks for payment of rent or additional rent are returned to Landlord for insufficient
funds, Tenant shall pay to Landlord as additional rent the greater of (i)
$50.00 or (ii) the amount of actual charges incurred by Landlord, for each such
check returned for insufficient funds, and if two or more of Tenant’s checks in
payment of rent or additional rent due hereunder are returned for insufficient
funds in any calendar year, Landlord reserves the right upon ten (10) days
advance written notice to Tenant to thereafter require Tenant to pay all rent
and additional rent and other sums whatsoever due under this Lease in cash, by
money order or by certified check or cashier’s check.  If an attorney is
employed to enforce Landlord’s rights under this Lease, Tenant shall pay all
fees and expenses of such attorney whether or not legal proceedings are
instituted by Landlord.  Time is of the
essence in this Lease.


 


7.                                     Requirements
of Applicable Law.  Landlord warrants that on the Commencement Date, the Premises shall
comply with all applicable laws, ordinances, rules and regulations of governmental
authorities having jurisdiction over the Property (“Applicable Laws”).  Tenant, at its sole cost and expense, shall
thereafter comply promptly with all Applicable Laws now in force or which may
hereafter be in force, which impose any duty upon Landlord or Tenant with
respect to Tenant’s particular use, occupancy or alteration of the Premises or
any part thereof and for the prevention of fires; provided, however, that
Landlord and not Tenant shall correct all structural defects in the Building
necessary to comply with Applicable Laws, and make all repairs, changes or
alterations necessary because the Building was not constructed in compliance


 


6

















 


with any of the Applicable Laws.


 


8. 
                                 Certificate
of Occupancy.  Tenant shall not use or occupy the Premises in violation of any
certificate of occupancy, permit, or other governmental consent issued for the
Building.  If any governmental authority, after the commencement of the
Term, shall contend or declare that the Premises is being used for a purpose
which is in violation of such certificate of occupancy, permit, or consent,
then Tenant shall, upon five (5) days’ notice from Landlord, immediately
discontinue such use of the Premises.  If thereafter the governmental
authority asserting such violation threatens, commences or continues criminal
or civil proceedings against Landlord for Tenant’s failure to discontinue such
use, in addition to any and all rights, privileges and remedies given to
Landlord under this Lease for default therein, Landlord shall have the right to
terminate this Lease forthwith.  Tenant shall indemnify and hold Landlord
harmless of and from any and all liability for any such violation or
violations.


 


9. 
                                 Contest-Statute, Ordinance, Etc.  Tenant may, after notice to Landlord,
by appropriate proceedings conducted promptly at Tenant’s own expense in
Tenant’s name and whenever necessary in Landlord’s name, contest in good faith
the validity or enforcement of any such statute, ordinance, law, order,
regulation or requirement and may similarly contest any assertion of violation
of any certificate of occupancy, permit, or any consent issued for the
Building.  Tenant may, pending such contest, defer compliance therewith
if, in the opinion of counsel for Landlord, such deferral shall not subject
either Landlord or the Premises or the Property (or any part thereof) to any
penalty, fine or forfeiture, and if Tenant shall post a bond with corporate
surety approved by Landlord sufficient, in Landlord’s opinion, fully to
indemnify Landlord from loss.


 


10.                             Tenant’s
Improvements.  Except to the extent that Landlord is providing the Allowance pursuant
to Section 35 of this Lease, Tenant shall make such improvements to the
Premises as it may deem necessary at its sole cost and expense.  Tenant
shall not make any alterations, decorations, installations, additions or
improvements to the Premises, including but not limited to, the Tenant
Improvements (as defined herein), the installation of any fixtures, amenities,
equipment, appliances, or other apparatus, without Landlord’s prior written
consent, which consent shall not be unreasonably withheld or delayed, and then
only by contractors or mechanics employed or approved by Landlord, which
approval shall not be unreasonable withheld or delayed.  Notwithstanding
the foregoing, Tenant shall be permitted to make decorative or non-structural
alterations within the Premises costing less than $50,000 without the necessity
of Landlord’s prior consent, but in accordance with all other terms and
conditions of this Section 10 and only upon prior written notice to
Landlord thereof.  All such work,
alterations, decorations, installations, additions or improvements shall be
done at Tenant’s sole expense, other than the Allowance which shall be provided
by Landlord for the Tenant Improvements, and at such times and in such manner
as Landlord may from time to time designate. 
Landlord’s consent to and/or approval of Tenant’s plans and specifications
for the aforesaid improvements shall create no responsibility or liability on
the part of Landlord for their completeness, design sufficiency, or compliance
with all laws, rules and regulations of governmental agencies or
authorities. All alterations, decorations, installations, additions or
improvements made by either of the parties hereto upon the Premises, except
movable office furniture put in at the expense of Tenant and other items as
mutually agreed upon in writing, shall be the property of Landlord and shall
remain upon and be surrendered with the Premises at the termination of this
Lease without molestation or injury. 
Upon request by Landlord, such request given at the time Landlord
provides consent under this Section 10, Tenant, at Tenant’s expense,
shall remove any and all special improvements to the Premises or Common Areas
made by or on behalf of Tenant, including, without limitation, supplemental
HVAC and raised flooring. If Tenant fails to remove any such items, Landlord
shall have the right, but not the obligation, to remove and dispose of such
items, and restore the Premises accordingly and Tenant shall reimburse Landlord
for the costs of such removal, disposal and restoration within thirty (30) days
after receipt of an invoice therefore, together with interest at the Default
Rate, which shall accrue from the date the costs were incurred by Landlord.
Notwithstanding the foregoing, Tenant shall have the right to remove all trade
fixtures, if owned by Tenant, at the termination of this Lease, provided Tenant
repairs any damage caused by such removal and returns the Premises in the
condition required by Section 11.4 of this Lease.


 


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The parties acknowledge that DB will leave certain property in the
Premises at the expiration of the DB Sublease, including the existing
furniture, raised flooring, wiring, emergency generator and corresponding
underground fuel storage tank and a vault (the “DB Property”), all as more
particularly shown on Exhibit “C,” attached hereto and made a part hereof.  The DB Property may be used by Tenant
during the Term, at no cost to Tenant, but shall be the property of Landlord
and shall remain upon and be surrendered with the Premises at the termination
of this Lease without molestation or injury. 
Landlord makes no representations or warranties as to the condition of
the DB Property.


 


11. 
                           Repairs
and Maintenance.


 


11.1                           Tenant’s Care of the Premises and Building. 
During the Term Tenant shall:


 


(i)                                     keep the Premises, mechanical systems,
electrical systems, plumbing facilities, fixtures, appurtenances and
improvements, to the extent all of the foregoing are within the Premises, in
good order and condition;


 


(ii)                                  make repairs and replacements to the Premises
required because of Tenant’s misuse or primary negligence, except to the extent
that the repairs or replacements are covered by Landlord’s insurance as
required hereunder;


 


(iii)                               maintain,
repair and replace the heating, ventilating and air conditioning system
(“HVAC”) within and serving the Premises;


 


(iv)                              repair and replace special equipment or
decorative treatments installed by or at Tenant’s request and that serve the
Premises only, except to the extent the repairs or replacements are needed
because of Landlord’s misuse or primary negligence, and are not covered by
Tenant’s insurance as required hereunder;


 


(v)                                 pay for all damage to the Building, its
fixtures and appurtenances, as well as all damages sustained by Tenant or
occupants of the Building due to any waste, misuse or neglect of the Premises,
its fixtures and appurtenances by Tenant, except to the extent that the repair
of such damage is covered by Landlord’s insurance as required hereunder to the
extent that Landlord actually receives proceeds therefrom;


 


(vi)                              enter into a
regular maintenance contract for janitorial services, including, but not
limited to, trash removal, on a daily basis, such trash to be deposited in a
dumpster in the Common Areas to be provided by Landlord; and


 


(vii)                           not commit waste.


 


If Tenant fails to perform any of the aforementioned
services and does not cure such deficiency within three (3) days after written notice from
Landlord, Landlord shall have the right to perform such service(s) and Tenant
shall reimburse Landlord for the costs incurred by Landlord for such services,
as additional rent, together with interest at the Default Rate.


 


In addition Tenant shall not
place a load upon any floor of the Premises exceeding the floor load per square
foot area which such floor was designed to carry and which may be allowed under
Applicable Laws.  Landlord reserves the
right to prescribe the weight and position of all heavy equipment brought onto
the Premises and prescribe any reinforcing required under the circumstances,
all such reinforcing to be at Tenant’s expense.


 


Notwithstanding
anything herein to the contrary, Landlord shall: (i) procure a maintenance
contract for the HVAC system that is currently installed and serving the
Premises and Tenant shall reimburse Landlord for the costs of such contract,
such amounts due and owing on a quarterly basis within thirty (30) days
following receipt of an invoice from Landlord; 
(ii) maintain, at Tenant’s sole cost and expense, the mechanical
systems, electrical systems and plumbing facilities currently installed and
serving the Premises, such amounts due and owing by Tenant within thirty (30)
days following receipt of an invoice from Landlord and (iii) repair and/or
replace the HVAC system referenced in subsection (iiii) above, at Tenant’s sole
cost and expense, such amounts due and owing by Tenant within thirty (30) days
following receipt of an 


 


8

















 


invoice from Landlord.


 


The parties acknowledge
that the fire suppression systems, the air handling equipment, the Liebert UPS
equipment and the Liebert PDU equipment (collectively, the “DB Equipment”),
requires periodic preventive maintenance. 
Within sixty (60) days prior to the expiration of the Term, Landlord
shall engage a third party contractor to evaluate the DB Equipment.  In the event any of the DB Equipment is not
in good order and condition as determined by the third party contractor, Tenant
shall either (i) repair the applicable DB Equipment prior to the expiration of
the Term or (ii) remove the applicable DB Equipment at the expiration of the
Term.


 


11.2                           Landlord’s Repairs. 
Except for the repairs and replacements that Tenant is required to make
pursuant to Section 11.1 above, Landlord shall make all other
repairs and replacements to the Premises, Common Areas and Building (including
Building fixtures and equipment) as shall be reasonably deemed necessary to
maintain the Building in a condition comparable to other first class suburban
office buildings in the Baltimore-Washington corridor area.  This maintenance shall include the roof,
foundation, exterior walls, interior structural walls, all structural
components, and all systems such as mechanical, electrical, multi-tenant HVAC,
and plumbing.  The costs associated with
such repairs shall be deemed a part of Building Expenses; provided, however,
that costs of all of such repairs which would be considered capital in nature
under generally accepted accounting principles shall be paid by Landlord.  There shall be no allowance to Tenant for a
diminution of rental value, no abatement of rent, and no liability on the part
of Landlord by reason of inconvenience, annoyance or injury to business arising
from Landlord, Tenant or others making any repairs or performing maintenance as
provided for herein.


 


11.3                           Time for Repairs. 
Repairs or replacements required pursuant to Section 11.1 and 11.2
above shall be made within a reasonable time (depending on the nature of the
repair or replacement needed - generally no more than fifteen (15) days) after
receiving notice or having actual knowledge of the need for a repair or
replacement.


 


11.4                           Surrender of the Premises. 
Upon the termination of this Lease, without the need for prior notice
from Landlord, Tenant shall surrender the Premises to Landlord in the same
broom clean condition that the Premises were in on the Commencement Date except
for:


 


(i)                                     ordinary wear and tear;


 


(ii)                                  damage by the elements, fire, and other
casualty unless Tenant would be required to repair under the provisions of this
Lease;


 


(iii)                               damage arising from any cause not required to
be repaired or replaced by Tenant; and


 


(iv)                              alterations as permitted by this Lease unless
consent was conditioned on their removal.


 


On surrender Tenant shall remove from the Premises its personal
property, trade fixtures and any alterations required to be removed pursuant to
the terms of this Lease and repair any damage to the Premises caused by this
removal.  Any items not removed by
Tenant as required above shall be considered abandoned.  Landlord may dispose of abandoned items as
Landlord chooses and bill Tenant for the cost of their disposal.


 


12. 
                           Conduct on
Premises.  Tenant shall not do, or permit anything to be done in the Premises, or
bring or keep anything therein which shall, in any way, increase the rate of
fire insurance on the Building, or invalidate or conflict with the fire
insurance policies on the Building, fixtures or on property kept therein, or
obstruct or interfere with the rights of Landlord or of other tenants, or in
any other way injure or annoy Landlord or the other tenants, or subject
Landlord to any liability for injury to persons or damage to property, or
interfere with the good order of the Building, or conflict with Applicable
Laws, or the Maryland Fire Underwriters Rating Bureau.  Tenant agrees that any increase of fire insurance
premiums on the Building or contents caused by


 


9

















 


the occupancy of Tenant and any expense or
cost incurred in consequence of negligence or carelessness or the willful
action of Tenant, Tenant’s employees, agents, servants, or invitees shall, as
they accrue be added to the rent heretofore reserved and be paid as a part
thereof; and Landlord shall have all the rights and remedies for the collection
of same as are conferred upon Landlord for the collection of rent provided to
be paid pursuant to the terms of this Lease.


 


13. 
                           Insurance.


 


13.1                           Tenant’s Insurance. 
Tenant shall keep in force at its own expense, so long as this Lease
remains in effect, (a) public liability insurance, including insurance against
assumed or contractual liability under this Lease, with respect to the
Premises, to afford protection with limits, per person and for each occurrence,
of not less than Two Million Dollars ($2,000,000), combined single limit, with
respect to personal injury and death and property damage, such insurance to
provide for only a reasonable deductible, (b) all-risk property and casualty
insurance, including theft, written at replacement cost value and with
replacement cost endorsement, covering all of Tenant’s personal property in the
Premises and all improvements and installed in the Premises by or on behalf of
Tenant whether pursuant to the terms of Section 35, Section 10,
or otherwise, such insurance to provide for only a reasonable deductible, (c)
if, and to the extent, required by law, workmen’s compensation or similar
insurance offering statutory coverage and containing statutory limits, (d)
insurance of all plate and other interior glass in the Premises for and in the
name of Landlord, and (e) business interruption insurance in an amount
sufficient to reimburse Tenant for loss of earnings attributable to prevention
of access to the Building or the Premises for a period of at least twelve (12)
months.  Such policies shall be
maintained in companies and in form reasonably acceptable to Landlord and shall
be written as primary policy coverage and not contributing with, or in excess
of, any coverage which Landlord shall carry.  Tenant shall deposit the
policy or policies of such required insurance or certificates thereof with
Landlord prior to the Commencement Date, which policies shall name Landlord or
its designee and, at the request of Landlord, its mortgagees, as additional
insured and shall also contain a provision stating that such policy or policies
shall not be canceled except after thirty (30) days’ written notice to Landlord
or its designees.  All such policies of insurance shall be effective as of
the date Tenant occupies the Premises and shall be maintained in force at all
times during the Term of this Lease and all other times during which Tenant
shall occupy the Premises. Any insurance required of Tenant hereunder may
be furnished by Tenant under a blanket policy carried by it, provided that such
blanket policy shall contain an endorsement that names Landlord as an
additional insured, specifically references the Premises, and guarantees a
minimum limit available for the Premises equal to or greater than the insurance
amounts required under this Article.


 


In addition to the foregoing insurance coverage, Tenant shall require
any contractor retained by it to perform work on the Premises to carry and
maintain, at no expense to Landlord, during such times as contractor is working
in the Premises, a non-deductible (i) comprehensive general liability insurance
policy, including, but not limited to, contractor’s liability coverage,
contractual liability coverage, completed operations coverage, broad form
property damage endorsement and contractor’s protective liability coverage, to
afford protection with limits per person and for each occurrence, of not less
than Two Hundred Thousand Dollars ($200,000.00), combined single limit, with
respect to personal injury and death and property damage, such insurance to
provide for no deductible, and (ii) workmen’s compensation insurance or similar
insurance in form and amounts as required by law.


 


In the event of damage to or destruction of the Premises and the
termination of this Lease by Landlord pursuant to Section 18 herein,
Tenant agrees that it shall pay Landlord all of its insurance proceeds relating
to improvements made in the Premises by or on behalf of Tenant whether pursuant
to the terms of Section 35, Section 10, or otherwise.  If
Tenant fails to comply with its covenants made in this Section, if such
insurance would terminate or if Landlord has reason to believe such insurance
is about to be terminated, Landlord may at its option cause such insurance as
it in its sole judgment deems necessary to be issued, and in such event Tenant
agrees to pay promptly upon Landlord’s demand, as additional rent the premiums
for such insurance.


 


13.2                           Landlord’s Insurance. 
Landlord shall keep in force at its own expense (a)


 


10

















 


contractual
and comprehensive general liability insurance, including public liability and
property damage, with a minimum combined single limit of liability of Two
Million Dollars ($2,000,000.00) for personal injuries or death of persons
occurring in or about the Building and Premises, and (b) all-risk property and
casualty insurance written at replacement cost value covering the Building and
all of Landlord’s improvements in and about same.


 


13.3                           Waiver of Subrogation. 
Each party hereto waives claims arising in any manner in its favor and
against the other party and agrees that neither party hereto shall be liable to
the other party or to any insurance company (by way of subrogation or
otherwise) insuring the other party for any loss or damage to the Building, the
Premises or other tangible property, or any resulting loss of income, or losses
under worker’s compensation laws and benefits, or against liability on or about
the Building, even though such loss or damage might have been occasioned by the
negligence of such party, its agents or employees if any such loss or damage is
covered by insurance benefiting the party suffering such loss or damage as was
required to be covered by insurance carried pursuant to this Lease.  Landlord shall cause each insurance policy
carried by it insuring against liability on or about the Building or insuring
the Premises and the Building or income resulting therefrom against loss by
fire or any of the casualties covered by the all-risk insurance carried by it
hereunder to be written in such a manner as to provide that the insurer waives
all right of recovery by way of subrogation against Tenant in connection with
any loss or damage covered by such policies.  Tenant shall cause each
insurance policy carried by it insuring against liability or insuring the
Premises (including the contents thereof and Tenant’s Improvements installed
therein by Tenant or on its behalf) against loss by fire or any of the
casualties covered by the all-risk insurance required hereunder to be written
in such a manner as to provide that the insurer waives all right of recovery by
way of subrogation against Landlord in connection with any loss or damage
covered by such policies.


 


14. 
                           Rules and
Regulations.  Tenant shall be bound by the rules
and regulations set forth on the schedule attached hereto as Exhibit “B”
and made a part hereof.  Landlord shall have the right, from time to time,
to issue additional or amended rules and regulations regarding the use of the
Building, so long as the rules shall be reasonable and non-discriminatory
between tenants and shall not materially or adversely affect Tenant’s use of
the Premises.   When so issued the same
shall be considered a part of this Lease and Tenant covenants that the
additional or amended rules and regulations shall likewise be faithfully
observed by Tenant, the employees of Tenant and all persons invited by Tenant
into the Building, provided, that the additional or amended rules are made
applicable to all office tenants similarly situated as Tenant.  Landlord
shall not be liable to Tenant for the violation of any of the rules and
regulations, or the breach of any covenant or condition in any lease, by any
other tenant in the Building.


 


15. 
                           Mechanics’
Liens.  Tenant shall not do or suffer to be done any act, matter or thing
whereby Tenant’s interest in the Premises, or any part thereof, may be
encumbered by any mechanics’ lien.  Tenant shall discharge or bond off,
within ten (10) days after the date of filing, any mechanics’ liens filed
against Tenant’s interest in the Premises, or any part thereof, purporting to
be for labor or material furnished or to be furnished to Tenant.  Landlord
shall not be liable for any labor or materials furnished or to be furnished to
Tenant upon credit, and no mechanics’ or other lien for labor or materials
shall attach to or affect the reversionary or other estate or interest of
Landlord in and to the Premises, or the Property.


 


16. 
                           Tenant’s
Failure to Repair.  In the event that Tenant fails after reasonable prior written notice
from Landlord, to keep the Premises in a good state of condition and repair
pursuant to Section 11 above, or to do any act or make any payment
required under this Lease or otherwise fails to comply herewith, Landlord may,
at its option (but without being obliged to do so) immediately, or at any time
thereafter and without notice, perform the same for the account of Tenant,
including the right to enter upon the Premises at all reasonable hours to make
such repairs, or do any act or make any payment or compliance which Tenant has
failed to do, and upon demand, Tenant shall reimburse Landlord for any such
expense incurred by Landlord including but not limited to any costs, damages
and counsel fees.  Any moneys expended by Landlord, as aforesaid, shall be
deemed additional rent, collectible as such by Landlord.  All rights given
to Landlord in this Section shall be in addition to any other right or remedy
of Landlord herein contained.


 


11

















 


17. 
                           Property — Loss, Damage.  Landlord, its agents and employees shall not be liable to
Tenant for (i) any damage or loss of property of Tenant placed in the custody
of persons employed to provide services for or stored in or about the Premises
and/or the Building, unless such damage or loss is the result of the negligence
of Landlord, (ii) any injury or damage to persons, property or the business of
Tenant resulting from a latent defect in or material change in the condition of
the Building, and (iii) interference with the light, air, or other
incorporeal hereditaments of the Premises.


 


18. 
                           Destruction
— Fire or Other Casualty.  In case of partial damage to the Premises by fire or other casualty
insured against by Landlord, Tenant shall give immediate notice thereof to
Landlord, who shall thereupon cause damage to all property owned by it to be
repaired with reasonable speed at expense of Landlord, to the extent of
insurance proceeds actually received by Landlord, due allowance being made for
reasonable delay which may arise by reason of adjustment of loss under
insurance policies on the part of Landlord and/or Tenant, and for reasonable
delay on account of “labor troubles” or any other cause beyond Landlord’s
control, and to the extent that the Premises is rendered untenantable the rent
shall proportionately abate from the date of such casualty, provided the damage
above mentioned occurred without the fault or neglect of Tenant, Tenant’s
servants, employees, agents or visitors.  If such partial damage is due to
the fault or neglect of Tenant, or Tenant’s servants, employees, agents, or
invitees, the damage shall be repaired by Landlord to the extent of Landlord’s
insurance coverage, but there shall be no apportionment or abatement of
rent.  In the event fifty percent (50%) or more of the floor area of the
Building is rendered untenantable or the cost to repair the Building shall
amount to more than fifty percent (50%) of the cost of replacement
thereof,  and Landlord shall decide not
to repair or rebuild the Building, this Lease, at the option of Landlord, shall
be terminated upon written notice to Tenant and the rent shall, in such event,
be paid to or adjusted as of the date of such damage, and the terms of this
Lease shall expire by lapse of time and conditional limitation upon the third
day after such notice is mailed, and Tenant shall thereupon vacate the Premises
and surrender the same to Landlord, but no such termination shall release
Tenant from any liability to Landlord arising from such damage or from any
breach of the obligations imposed on Tenant hereunder, or from any obligations
accrued hereunder prior to such termination. 
In addition, in the event that (a) Landlord fails to notify Tenant of
the estimated time to complete the restoration within thirty (30) days after
the casualty, (b) Landlord estimates that its repairs will take more than two
hundred ten (210) days for any areas of the Premises or (c) Tenant is actually
deprived of the use of all or any substantial portion of the Premises for a
period in excess of two hundred ten (210) days, Tenant shall have the right, by
written notice to Landlord to terminate this Lease as of the date of the
casualty, provided that Tenant gives its notice within (45) days after the date
of the casualty in the case of subparagraph (a) above, within thirty (30) days
after receipt of Landlord’s notice of the estimated time to complete the
restoration or repair in the case of subparagraph (b) above, or within thirty
(30) days after failing to meet the deadline set forth in subparagraph (c)
above.  If Tenant fails to exercise its
termination rights strictly in accordance with the foregoing provision, this
Lease shall remain in full force and effect. 
Additionally, if Landlord tenders exclusive possession of the entire
Premises, with repairs complete, prior to the expiration of the 30-day notice
period for subparagraph (c), then Tenant’s termination notice shall be
abrogated, and this Lease shall remain in full force and effect.


 


Notwithstanding the foregoing, if the casualty occurs during the final
eighteen (18) months of the Term, and (a) Landlord estimates that its repairs
will take more than one hundred twenty (120) days for any area of the Premises
or (b) Tenant is actually deprived of the use of all or any substantial portion
of the Premises for a period in excess of one hundred twenty (120) days, Tenant
shall have the right, by written notice to Landlord to terminate this Lease as
of the date of the casualty, provided that Tenant gives its notice within
thirty (30) days after receipt of Landlord’s notice of the estimated time to complete
the restoration or repair in the case of subparagraph (a) above, or within
thirty (30) days after failing to meet the deadline set forth in subparagraph
(b) above.  If Tenant fails to exercise
its termination rights strictly in accordance with the foregoing provision,
this Lease shall remain in full force and effect.  Additionally, if Landlord tenders exclusive possession of the
entire Premises, with repairs complete, prior to the expiration of the 30-day
notice period for subparagraph (b), then Tenant’s termination notice shall be
abrogated, and this Lease shall remain in full force and effect.


 


12

















 


19. 
                           Eminent Domain. 
If (1) the whole or more
than fifty percent (50%) of the floor area of the Premises shall be taken or
condemned by Eminent Domain for any public or quasi-public use or purpose, and
either party shall elect, by giving written notice to the other, or (2) more
than twenty-five percent (25%) of the floor area of the Building shall be so taken,
and Landlord shall elect, in its sole discretion, by giving written notice to
Tenant, any written notice to be given not more than sixty (60) days after the
date on which title shall vest in such condemnation proceeding, to terminate
this Lease, then, in either such event, the Term of this Lease shall cease and
terminate as of the date of title vesting.  In case of any taking or
condemnation, whether or not the Term of this Lease shall cease and terminate,
the entire award shall be the property of Landlord, and Tenant hereby assigns
to Landlord all its right, title and interest in and to any such award, except
that Tenant shall be entitled to claim, prove and receive in the proceedings
such awards as may be allowed for moving expenses, loss of profit and fixtures
and other equipment installed by it which shall not, under the terms of this
Lease, be or become the property of Landlord at the termination hereof, but
only if such awards shall be made by the condemnation, court or other authority
in addition to, and be stated separately from, the award made by it for the
Property or part thereof so taken.


 


20. 
                           Assignment.  So long as Tenant is not in default of any of the terms and conditions
hereof, and further provided that Tenant has fully and faithfully performed all
of the terms and conditions of this Lease, Landlord shall not unreasonably
withhold its consent to an assignment of this Lease or sublease of the Premises
for any of the then remaining portion of the unexpired Term provided:  (i) the net assets of the assignee or
sublessee shall be reasonably acceptable to Landlord; (ii) in the event of an
assignment, such assignee shall assume in writing all of Tenant’s obligations
under this Lease; (iii) in the event of a sublease, such sublease shall in all
respects be subject to and in conformance with the terms of this Lease; and
(iv) in all events Tenant continues to remain liable on this Lease for the
performance of all terms, including but not limited to, payment of all rent due
hereunder.  Landlord and Tenant
acknowledge and agree that it shall not be unreasonable for Landlord to
withhold its consent to an assignment if in Landlord’s reasonable business
judgment, the assignee lacks sufficient business experience or net worth to
successfully operate its business within the Premises in accordance with the
terms, covenants and conditions of this Lease. 
If this Lease be assigned, or if the Premises or any part thereof be
sublet or occupied by anybody other than Tenant, Landlord may, after default by
Tenant, collect rent from the assignee, subtenant or occupant and apply the net
amount collected to the rent herein reserved, but no such collection shall be
deemed a waiver of this covenant, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the further observance and
performance by Tenant of the covenants herein contained.  In addition, in the event of a proposed
assignment, Landlord shall have the right, but not the obligation, to terminate
this Lease by giving Tenant thirty (30) days’ advance written notice
(“Landlord’s Termination Notice”); provided, however, that Tenant shall have
the right to abrogate Landlord’s Termination Notice by notifying Landlord
within ten (10) days after receipt of Landlord’s Termination Notice of the
withdrawal of the request for consent to the assignment.  For purposes of the foregoing, a transfer by
operation of law or transfer of a controlling interest in Tenant as same exists
as of the date hereof, shall be deemed to be an assignment of this Lease.  No assignment or sublease, regardless of
whether Landlord’s consent has been granted or withheld, shall be deemed to
release Tenant from any of its obligations nor shall the same be deemed to
release any person guaranteeing the obligations of Tenant hereunder from their
obligations as guarantor.  Landlord’s
acceptance of any name submitted by Tenant, an agent of Tenant, or anyone
acting by, through or under Tenant for the purpose of being listed on the Building
directory will not be deemed, nor will it substitute for, Landlord’s consent,
as required by this Lease, to any sublease, assignment, or other occupancy of
the Premises by anyone other than Tenant or Tenant’s employees.  Any profit or additional consideration or
rent in excess of the Base Rent or additional rent payable by Tenant hereunder
which is payable to Tenant as a result of any assignment or subletting shall be
paid to Landlord as additional rent when received by Tenant.  All the foregoing notwithstanding, Tenant
shall not enter into any lease, sublease, license, concession or other
agreement for the use, occupancy or utilization of the Premises or any portion
thereof, which provides for a rental or other payment for such use, occupancy
or utilization based in whole or in part on the income or profits derived by
any person or entity from the property leased, used, occupied or utilized. Any
such purported lease, sublease, license, concession or other agreement shall be
absolutely void and ineffective as a conveyance of any right or interest in the
possession, use or occupancy of any part of the Premises. Any consent by


 


13

















 


Landlord hereunder shall not constitute a
waiver of strict future compliance by Tenant with the provisions of this Section
20.  In no event shall the proposed
assignee or sublessee be occupying other space in the Building, nor shall it be
a prospective tenant either then negotiating with Landlord or has negotiated
with Landlord for premises within the prior six (6) month period.  Landlord hereby consents to the Deli Lease
and to a future deli sublease with McGyver’s if requested; provided, however,
that Tenant shall be bound by all of the terms and conditions of this Section
20 in the event such Deli Lease expires or is terminated and Tenant wishes to
enter into any additional subleases or assignments, other than a deli sublease
with McGyver’s, regardless of whether such sublease or assignment is to another
food provider.  If Tenant enters into a
deli sublease with McGyver’s, Tenant shall provide Landlord at least ten (10)
days’ prior written notice, along with a true and correct copy of the sublease.


 


Notwithstanding the
foregoing, without the consent and approval of Landlord, Tenant shall have the
right to assign or sublease the Premises or any portion thereof without
Landlord’s consent (however, Tenant shall endeavor to provide ten (10) days’
prior written notice thereof along with a true and complete copy of the
sublease or assignment document) to any subsidiary or affiliate of Tenant or in
the event of a merger or a sale of all or substantially all of the Tenant’s
assets, and in any event shall notify Landlord in writing within thirty (30)
days of the effective date of such assignment or sublease.  For the purposes hereof, “affiliate” shall
mean an entity or individual that controls, is controlled by or is under the
common control with Tenant. Tenant shall remain liable under the terms hereof
if Tenant exercises its rights under this paragraph to the extent it survives such
corporate event.


 


21. 
                           Default;
Remedies; Bankruptcy
of Tenant.  Any one or
more of the following events shall constitute an “Event of Default” hereunder,
at Landlord’s election:  (a) the sale of Tenant’s interest in the Premises
under attachment, execution or similar legal process or, the adjudication of
Tenant as a bankrupt or insolvent, unless such adjudication is vacated within
thirty (30) days; (b) the filing of a voluntary petition proposing the
adjudication of Tenant (or any guarantor of Tenant’s obligations hereunder) as
a bankrupt or insolvent, or the reorganization of Tenant (or any such
guarantor), or an arrangement by Tenant (or any such guarantor) with its
creditors, whether pursuant to the Federal Bankruptcy Code or any similar
federal or state proceeding, unless such petition is filed by a party other
than Tenant (or any such guarantor) and is withdrawn or dismissed within thirty
(30) days after the date of its filing; (c) the admission, in writing, by
Tenant (or any such guarantor) of its inability to pay its debts when due; (d)
the appointment of a receiver or trustee for the business or property of Tenant
(or any such guarantor), unless such appointment is vacated within thirty (30)
days of its entry; (e) the making by Tenant (or any such guarantor) of an
assignment for the benefit of its creditors, or if, in any other manner,
Tenant’s interest in this Lease shall pass to another by operation of law; (f)
the failure of Tenant to pay any rent, additional rent or other sum of money
when due and such failure continues for a period of ten (10) days after receipt
of written notice that the same is past due hereunder;  (g) if Tenant fails to pay any rent or
additional rent when due after Landlord shall have given Tenant written notice
with respect to such non-payment twice in any twelve (12) month period as
provided in subsection (f) above;; and (h) the default by Tenant in the
performance or observance of any covenant or agreement of this Lease (other
than a default involving the payment of money), which default is not cured
within thirty (30) days after the giving of notice thereof by Landlord, unless
such default is of such nature that it cannot be cured within such thirty (30)
day period, in which case no Event of Default shall occur so long as Tenant
shall commence the curing of the default within such thirty (30) day period and
shall thereafter diligently prosecute the curing of same.


 


Upon the occurrence and continuance of an Event of Default, Landlord,
with such notice to Tenant as provided for by law or as expressly provided for
herein, may do any one or more of the following:  (a) sell, at public or
private sale, all or any part of the goods, chattels, fixtures and other
personal property belonging to Tenant which are or may be put into the Premises
during the Term, whether or not exempt from sale under execution or attachment
(it being agreed that the property shall at all times be bound with a lien in
favor of Landlord and shall be chargeable for all rent and for the fulfillment
of the other covenants and agreements herein contained), and apply the proceeds
of such sale, first, to the payment of all costs and expenses of conducting the
sale or caring for or storing the property; second, toward the payment of any
indebtedness, including, without limitation, indebtedness for rent, which may
be or may become due from


 


14

















 


Tenant
to Landlord; and third, to pay Tenant, on demand in writing, any surplus
remaining after all indebtedness of Tenant to Landlord has been fully paid; (b)
perform, on behalf and at the expense of Tenant, any obligation of Tenant under
this Lease which Tenant has failed to perform and of which Landlord shall have
given Tenant notice, the cost of which performance by Landlord, together, with
interest thereon at the Default Rate, from the date of such expenditure, shall
be deemed additional rent and shall be payable by Tenant to Landlord upon
demand; (c) elect to terminate this Lease and the tenancy created hereby by
giving notice of such election to Tenant in which event Tenant shall be liable
for an amount equal to the sum of Base Rent, additional rent, 
other indebtedness that otherwise would have been payable by Tenant
during the remainder of the Term had there been no Event of Default, and
all reasonable costs, fees and expenses, including, but not limited to,
attorneys’ fees, incurred by Landlord in pursuit of its remedies hereunder,
such total amount to be paid, at Landlord’s election, either in a one-time lump
sum payment, discounted to present value, using a discount rate of 12%, or in
monthly installments, in advance on the first day of each calendar month
following termination of this Lease and continuing until the date on which the
Term would have expired but for such termination, and on notice reenter the Premises, by summary proceedings or
otherwise, and remove Tenant and all other persons and property from the
Premises, and store such property in a public warehouse or elsewhere at the
cost and for the account of Tenant, without resort to legal process and without
Landlord being deemed guilty of trespass or becoming liable for any loss or
damage occasioned thereby; and also the right, but not the obligation, to
re-let the Premises for any unexpired balance of the Term, and collect the rent
therefor.  In the event of such re-letting by Landlord, the
re-letting shall be on such terms, conditions and rental as Landlord may deem
proper, and the proceeds that may be collected from the same, less the expense
of re-letting (including reasonable leasing fees and commissions and reasonable
costs of renovating the Premises), shall be applied upon Tenant’s rental
obligation as set forth in this Lease for the unexpired portion of the
Term.  Tenant shall be liable for any balance that may be due under this
Lease, although Tenant shall have no further right of possession of the
Premises; and (d) exercise any other legal or equitable right or remedy
which it may have at law or in equity.  Notwithstanding the provisions of
clause (b) above and regardless of whether an Event of Default shall have
occurred, Landlord may exercise the remedy described in clause (b) without any
notice to Tenant if Landlord, in its good faith judgment, believes it would be
materially injured by the failure to take rapid action, or if the unperformed
obligation of Tenant constitutes an emergency.  In the event Landlord elects to collect damages in clause (c)
above on a monthly basis, any suit or action brought to collect any such
damages for any month shall not in any manner prejudice the right of Landlord
to collect any such damages for any subsequent month by a similar proceeding.


 


TO THE EXTENT PERMITTED BY LAW, TENANT HEREBY EXPRESSLY WAIVES ANY AND
ALL RIGHTS OF REDEMPTION, GRANTED BY OR UNDER ANY PRESENT OR FUTURE LAWS IN THE
EVENT OF TENANT’S BEING EVICTED OR DISPOSSESSED FOR ANY CAUSE, OR IN THE EVENT
OF LANDLORD’S OBTAINING POSSESSION OF THE PREMISES, BY REASON OF THE VIOLATION
BY TENANT OF ANY OF THE COVENANTS AND CONDITIONS OF THIS LEASE, OR OTHERWISE. LANDLORD
AND TENANT HEREBY EXPRESSLY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING OR
COUNTERCLAIM BROUGHT BY EITHER PARTY HERETO AGAINST THE OTHER PARTY ON ANY AND
EVERY MATTER, DIRECTLY OR INDIRECTLY ARISING OUT OF OR WITH RESPECT TO THIS
LEASE, INCLUDING, WITHOUT LIMITATION, THE RELATIONSHIP OF LANDLORD AND TENANT,
THE USE AND OCCUPANCY BY TENANT OF THE PREMISES, ANY STATUTORY REMEDY AND/OR
CLAIM OF INJURY OR DAMAGE REGARDING THIS LEASE.


 


Any costs and expenses incurred by Landlord (including, without limitation,
reasonable attorneys’ fees) in enforcing any of its rights or remedies under
this Lease shall be deemed to be additional rent and shall be repaid to
Landlord by Tenant upon demand.


 


Notwithstanding any of the other provisions of this Lease, in the event
Tenant shall voluntarily or involuntarily come under the jurisdiction of the
Federal Bankruptcy Code and thereafter Tenant or its trustee in bankruptcy,
under the authority of and pursuant to applicable provisions thereof, shall
have the power and so using same determine to assign this Lease,


 


15

















 


Tenant
agrees that (i) Tenant or its trustee shall provide to Landlord sufficient
information enabling it to independently determine whether Landlord will incur
actual and substantial detriment by reason of such assignment and (ii)
“adequate assurance of future performance” under this Lease, as that term is
generally defined under the Federal Bankruptcy Code, shall be provided to
Landlord by Tenant and its assignee as a condition of the assignment.


 


Notwithstanding anything to
the contrary contained herein, Tenant shall be considered in “Habitual Default”
of this Lease upon (a) Tenant’s failure, on three (3) or more occasions during
any twelve month period to pay by the sixth (6th) day of the
applicable month any installment of Base Rent, additional rent or any other sum
required by the terms of this Lease, or upon (b) Tenant’s failure, on three (3)
or more occasions during any twelve month period to comply with any term,
covenant or condition of this Lease after written notice by Landlord to
Tenant.  Upon the occurrence of an event
of Habitual Default on the part of Tenant, then without limiting any other
rights or remedies to which Landlord may be entitled as a result of such
defaults:  (i) Tenant shall immediately
be deemed to have relinquished any and all options or rights granted, or to be
granted, to Tenant under the terms of this Lease or any amendment hereto (including,
without limitation, rights of renewal, rights to terminate, rights of first
offer or rights of first refusal); and (ii) in the event of a monetary event of
Habitual Default, Tenant shall thereafter pay all Base Rent and additional rent
and other sums whatsoever due under this Lease in cash, by money order or by
certified check or cashier’s check.


 


22. 
                           Intentionally
Deleted.


 


23. 
                           Services
and Utilities.  Landlord shall provide the following listed services and utilities,
namely:


 


(a)                                  heating, ventilation, and air conditioning
(“HVAC”) for the Premises during “Normal Business Hours” (as defined below) to
maintain temperatures for comfortable use and occupancy;


 


(b)                                 electric energy in accordance with Section
24 following;


 


(c)                                  automatic passenger elevators providing
adequate service leading to the floor on which the Premises is located;


 


(d)                                 hot and cold water sufficient for drinking,
lavatory toilet and ordinary cleaning purposes from fixtures either within the
Premises (if provided pursuant to this Lease) or on the floor on which the
Premises is located;


 


 


(e)                                  extermination and pest control when and if
necessary; and


 


(f)                                    maintenance of Common Areas in a manner
comparable to other first class suburban office buildings in the
Baltimore-Washington corridor.


 


Notwithstanding the foregoing, if at any time during the Term, Landlord
shall, after reasonable investigation determine that trash and similar waste
generated by Tenant and/or emanating from the Premises is in excess of that of
other standard office tenants within the Building leasing a premises of the
same or similar size to that of the Premises, Landlord shall bill Tenant and
Tenant shall pay to Landlord as additional rent hereunder within thirty (30)
days of the date of Landlord’s invoice for the same, those costs and expenses
of trash removal which are reasonably attributable to such excess trash and
similar waste generated by Tenant and/or emanating from the Premises.  “Normal Business Hours” as used herein is
defined from 8:00 a.m. to 6:00 p.m. on business days and from 8:00 a.m. to
1:00 p.m. on Saturdays.  Landlord shall
have no responsibility to provide any services under (a) above except during
Normal Business Hours unless arrangements for after-hours services have been
made pursuant to terms and conditions acceptable to Landlord and embodied in a
separate written agreement between Landlord and Tenant.  To the extent
Tenant requires after-hours HVAC services, Landlord shall provide at no cost to
Tenant. The parties acknowledge that the cooling tower at the Building operates
twenty-four hours per day, seven days a week and that any such operation after
Normal


 


16

















 


Business
Hours is solely for the use and benefit of Tenant.  Landlord reserves the right to stop service of the HVAC,
elevator, plumbing and electric systems, when necessary, by reason of accident,
or emergency, or for repairs, alterations, replacements, or improvements, which
in the judgment of Landlord are desirable or necessary to be made, until the
repairs, alterations, replacements, or improvements shall have been
completed.  Landlord shall have no responsibility or liability for failure
to supply HVAC, elevator, plumbing, cleaning, and electric service, during the
period when prevented from so doing by laws, orders, or regulations of any
Federal, State, County or Municipal authority or by strikes, accidents or by
any other cause whatsoever beyond Landlord’s control.  Landlord’s
obligations to supply HVAC are subject to applicable laws and regulations as to
energy conservation and other such restrictions.  In the event that Tenant
should require supplemental HVAC for the Premises, any maintenance repair
and/or replacement required for such supplemental service shall be performed by
Landlord but the cost of such maintenance repair and/or replacement (including
labor and materials) shall be paid by Tenant as additional rent.


 


All utility and other
services to and for the Premises, including, without limitation, HVAC services,
will be available twenty-four (24) hours a day, seven (7) days a week (provided
that if Tenant requires HVAC outside of the Normal Business Hours, Landlord
shall have the right to charge Tenant as described above), and Tenant will have
access to the Premises twenty-four (24) hours a day, seven (7) days a week.


 


In the event of any interruption of services and utilities, Landlord
shall use commercially reasonable efforts to promptly restore such services and
utilities.  If Landlord fails to
provide any service or utilities that Landlord is obligated to provide or make
under this Lease, and such failure is not the result of any reason listed in Section
27 herein, and as a result thereof, Tenant shall be not able to use all or
any portion of the Premises and does not in fact use all or any portion of the
Premises for a period of five (5) consecutive business days or more after
notice thereof to Landlord then, except as provided herein with respect to
casualty, Tenant shall be entitled to abate Base Rent and additional rent, such
abatement commencing as of the sixth (6th) business day after which
any of the foregoing services have been stopped and shall continue to be abated
until such time as the applicable service have been restored.


 


24.                                 Electric
Current.  Landlord
has supplied or will supply the Premises with the necessary lines to provide
electric service to the Premises for normal office and data center operations,
as well as separate meters so that Tenant’s consumption of electric power can
be separately measured and charged to Tenant. 
Tenant shall pay all charges (including meter installation and
adjustment) for electric and similar utilities or services so supplied directly
to the utility company supplying same when due and before penalties or late
charges on same shall accrue. Tenant shall not at any time overburden or exceed
the capacity of the mains, feeders, ducts, conduits, or other facilities by
which electric and similar utilities are supplied to, distributed in or serve
the Premises.  If Tenant desires to
install any equipment which shall require additional electric or similar
facilities of a greater capacity than as provided by Landlord, such
installation shall be subject to Landlord’s prior written approval of Tenant’s
plans and specifications therefor, which approval shall not be unreasonably
withheld.  If such installation is
approved by Landlord, all costs for providing such additional electrical and
similar facilities shall be paid by Tenant.


 


25.                                 Telephone
and Telecommunications.  Landlord has arranged for the installation of
telephone service within the Building to the ground floor telephone utility
closet and conduit to the ground floor telephone and electrical riser closets.
Tenant shall be responsible for contacting the utility company supplying the
telephone service and arranging to have such telephone facilities as it may
desire to be extended and put into operation in the Premises, including without
limitation, obtaining a low voltage permit for phone and data wiring. Tenant
acknowledges and agrees that all telephone and telecommunications services
desired by Tenant shall be ordered and utilized at the sole expense of
Tenant.  All costs related to
installation and the provision of such service shall be borne and paid for
directly by Tenant.  Upon request by
Landlord, Tenant, at Tenant’s expense, shall remove the telephone facilities at
the expiration or sooner termination of the Term.  Tenant shall obtain the requisite permit and complete the ceiling
work in cooperation with Landlord in order not to interfere with or delay the
completion of the Tenant Improvements by Landlord pursuant to Section 35,
including, without limitation, the closing of the ceiling and the carpet
installation, if applicable.  Landlord
will allow Tenant access


 


17

















 


for wiring, including electric, data and telecom, within the Building’s
public areas and designated chases, but will not guarantee access of the wiring
through another tenant’s space. Tenant, at Tenant’s expense, shall be
responsible for the relocation and its associated costs, if requested, of any
data, telecom or electrical wiring that runs through another tenant’s space,
including the plenum area or otherwise.


 


In the event Tenant wishes to utilize the services of a telephone or
telecommunications provider whose equipment is not servicing the Building at
such time Tenant wishes to install its telecommunications equipment serving the
Premises (“Provider”), no such Provider shall be permitted to install its lines
or other equipment without first securing the prior written consent of
Landlord, which consent shall not be unreasonably withheld.  Prior to the commencement of any work in or
about the Building by the Provider, the Provider shall agree to abide by such
rules and regulations, job site rules, and such other requirements as
reasonably determined by Landlord to be necessary to protect the interest of
the Building and Property, the other tenants and occupants of the Building and
Landlord, including, without limitation, providing security in such form and
amount as reasonable determined by Landlord. 
Each Provider must be duly licensed, insured and reputable.  Landlord shall incur no expense whatsoever
with respect to any aspect of Provider’s provision of its services, including
without limitation, the costs of installation, materials and service.


 


In addition, Landlord reserves exclusively to itself and its successors
and assigns the right to install, operate, maintain, repair, replace and remove
fiber optic cable and conduit and associated equipment and appurtenances within
the Building and the Premises so as to provide telecommunications service to
and for the benefit of tenants and other occupants of the Building.


 


26.                             Acceptance
of Premises.  Tenant accepts the
Premises in “as is,” “where is” condition as of the Effective Date.


 


27. 
                           Inability
to Perform.  This Lease and the obligation of Tenant to pay rent hereunder and
perform all of the other covenants and agreements hereunder on the part of
Tenant to be performed shall in no way be affected, impaired or excused because
Landlord is unable to fulfill any of its obligations under this Lease or to
supply, or is delayed in supplying, any service to be supplied by it under the
terms of this Lease or is unable to make, or is delayed in making any repairs,
additions, alterations, or decorations or is unable to supply, or is delayed in
supplying, any equipment or fixtures if Landlord is prevented or delayed from
so doing by reason of strikes or labor troubles or any outside cause whatsoever
including, but not limited to, governmental preemption in connection with a
National Emergency, or by reason of any rule, order or regulation of any
department or subdivision of any government agency or by reason of the
conditions of supply and demand which have been or are affected by war or other
emergency.  Similarly, Landlord shall not be liable for any interference
with any services supplied to Tenant by others if such interference is caused
by any of the reasons listed in this Section.  Nothing contained in this
Section shall be deemed to impose any obligation on Landlord not expressly
imposed by other sections of this Lease.


 


28. 
                           No Waivers. 
The failure of Landlord
to insist, in any one or more instances, upon a strict performance of any of
the covenants of this Lease, or to exercise any option herein contained, shall
not be construed as a waiver, or a relinquishment for the future, of such
covenant or option, but the same shall continue and remain in full force and
effect.  The receipt by Landlord of rent, with knowledge of the breach of
any covenant hereof, shall not be deemed a waiver of such breach, and no waiver
by Landlord of any provision hereof shall be deemed to have been made unless
expressed in writing and signed by Landlord.


 


29. 
                           Access to Premises and Change in Services.  Landlord
shall have the right, without abatement of rent, to enter the Premises at any
hour to examine the same, or to make such repairs and alterations as Landlord
shall deem necessary for the safety and preservation of the Building, and also
to exhibit the Premises to be let during the last six (6) months of the Term;
provided, however, that except in the case of emergency such entry shall only
be after notice first given to Tenant.  If, during the last month of the
Term, Tenant shall have removed all or substantially all of Tenant’s property
therefrom, Landlord may immediately enter and alter, renovate and redecorate
the Premises, without elimination or abatement of rent, or incurring liability
to Tenant


 


18

















 


for any compensation, and such acts shall
have no effect upon this Lease.  Nothing herein contained, however, shall
be deemed or construed to impose upon Landlord any obligation, responsibility
or liability whatsoever, for the care, supervision or repair, of the Building
or any part thereof, other than as herein elsewhere expressly provided. 
Landlord shall also have the right at any time, without the same constituting
an actual or constructive eviction and without incurring any liability to Tenant
therefor, to change the arrangement and/or location of entrances or
passageways, doors and doorways, and corridors, stairs, toilets, elevators, or
other public parts of the Building, and to change the name by which the
Building is commonly known and/or its mailing address.


 


30. 
                           Estoppel
Certificates.  Tenant agrees, at any time and from time to time, upon not less than
ten (10) days’ prior request by Landlord to execute, acknowledge and deliver to
Landlord an estoppel certificate substantially in the form attached hereto as Exhibit “D”
or such other reasonable form requested by Landlord which certifies that this
Lease is unmodified and in full force (or if there have been modifications,
that the same is in full force and effect as modified and stating the
modifications) and the dates through which the rent and other charges have been
paid in advance, if any, and stating whether or not to the best knowledge of
the signer of such certificate Landlord is in default in performance of any
covenant, agreement or condition contained in this Lease and, if so, specifying
each such default of which the signer may have knowledge, it being intended
that any such statement delivered hereunder may be relied upon by third parties
not a party to this Lease.


 


31. 
                           Subordination. 
Tenant accepts this
Lease, and the tenancy created hereunder, subject and subordinate to any
mortgages, overleases, leasehold mortgages or other security interests now or
hereafter a lien upon or affecting the Building or the Property or any part
thereof.  Tenant shall, at any time hereafter, within ten (10) days after
request from Landlord, execute a Subordination, Non-Disturbance Agreement
substantially in the form of Exhibit “E” attached hereto and made a part
hereof or any instruments or leases or other documents that may be required by
any mortgage or mortgagee or overlandlord (herein a “Mortgagee”) for the
purpose of subjecting or subordinating this Lease and the tenancy created
hereunder to the lien of any such mortgage or mortgages or underlying lease,
and the failure of Tenant to execute any such instruments, releases or
documents shall constitute a default hereunder.


 


32. 
                           Attornment. 
Tenant agrees that upon
any termination of Landlord’s interest in the Premises, Tenant shall, upon request,
attorn to the person or organization then holding title to the reversion of the
Premises (the “Successor”) and to all subsequent Successors, and shall pay to
the Successor all of the rents and other monies required to be paid by Tenant
hereunder and perform all of the other terms, covenants, conditions and
obligations in this Lease contained; provided, however, that if in connection
with such attornment Tenant shall so request from such Successor in writing,
such Successor shall execute and deliver to Tenant an instrument wherein such
Successor agrees that as long as Tenant performs all of the terms, covenants
and conditions of this Lease, on Tenant’s part to be performed, Tenant’s
possession under the provisions of this Lease shall not be disturbed by such
Successor.  In the event that the
Mortgagee succeeds to the interest of Landlord hereunder and is advised by its
counsel that all or any portion of the Base Rent or additional rent payable by
Tenant hereunder is or may be deemed to be unrelated business income within the
meaning of the United States Internal Revenue Code or regulations issued
thereunder, Mortgagee, as Landlord, shall have the right at any time, from time
to time, to notify Tenant in writing of the required changes to the Lease. Tenant
shall execute all documents necessary to effect any such amendment within ten
(10) days after written request from Mortgagee, as landlord, provided that in
no event shall such amendment increase Tenant’s payment obligations or other
liability under this Lease or reduce Landlord’s obligations hereunder.


 


33. 
                           Notices.  All notices and other communications to be
made hereunder shall be in writing and shall be delivered to the addresses set
forth below by any of the following means: (a) personal service or receipted
courier service; (b) telecopying (if confirmed in writing sent by the methods
specified in clauses (a), (c) or (d) of this Section), (c) registered or
certified first class mail, return receipt requested, or (d)
nationally-recognized overnight delivery service.  Such addresses may be changed by notice to the other parties
given in the same manner as provided above. 
Any notice or other communication sent pursuant to clause (a) or (b)
hereof shall be


 


19

















 


deemed received upon such
personal service or upon dispatch by electronic means, if sent pursuant to
subsection (c) shall be deemed received five (5) days following deposit in the
mail and/or if sent pursuant to subsection (d) shall be deemed received the
next succeeding business day following deposit with such nationally recognized
overnight delivery service.


 


	
  If to Landlord:

  	
   

  	
  ATRIUM BUILDING, LLC

  
	
   

  	
   

  	
  c/o Corporate Office
  Properties, L.P.

  
	
   

  	
   

  	
  8815 Centre Park Drive,
  Suite 400

  
	
   

  	
   

  	
  Columbia, Maryland 21045

  
	
   

  	
   

  	
  Attn: General Counsel

  
	
   

  	
   

  	
  Telecopier: 410-740—1174

  
	
   

  	
   

  	
   

  
	
  If to Tenant:

  	
   

  	
  At the Premises,
  Attn:  Finance Team

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Neuberger, Quinn, Gielen,
  Rubin & Gibber, P.A.

  
	
   

  	
   

  	
  One South Street, 27th
  Floor

  
	
   

  	
   

  	
  Baltimore, Maryland
  21202-3282

  
	
   

  	
   

  	
  Attn:  Richard Rubin

  
	
   

  	
   

  	
  Telecopier:  (410) 332-8562.

  



 


Any party may designate a change of address
by written notice to the above parties, given at least ten (10) days before
such change of address is to become effective.


 


34. 
                           Intentionally
Deleted.


 


35. 
                           Tenant’s Space. 
Landlord shall deliver
possession of the Premises to Tenant (“Delivery of Possession”) as of the
Effective Date in “as-is,” “ where-is” condition.


 


35.1                           Tenant Improvements and Document Submission
and Approval.  All liability and responsibility for the
improvements of the Premises, which improvements shall be non-structural,
including, by way of example, painting, carpeting, electrical wiring, signage,
shall be the obligation, liability and responsibility of Tenant (the “Tenant
Improvements”).  Tenant, at Tenant’s
expense, shall perform the Tenant Improvements at any time after the Effective
Date in accordance with the terms and conditions of this Lease; provided,
however, that Tenant agrees to protect, indemnify and save Landlord harmless
from any liability for damage to person or property occurring as a result of
the Tenant Improvements being performed prior to the Commencement Date.  Tenant shall perform all Tenant Improvements
in accordance with Section 10 of this Lease.


 


35.2                           Disbursement of Allowance.


 


35.2.1                  The Allowance shall be paid by Landlord to
Tenant for amounts actually paid by Tenant in connection with the Tenant
Improvements to Tenant’s vendors, suppliers or contractors, provided that
Landlord shall have received (i) a certificate signed by Tenant setting forth
(a) that the sum then requested was paid by Tenant to contractors,
subcontractors, materialmen, engineers and other persons who have rendered
services or furnished materials in connection with work on the Tenant Improvements,
(b) a complete description of such services and materials and the amounts paid
or to be paid to each of such persons in respect thereof, and (c) that the work
described in the certificate was performed any time after June 1, 2003 and (ii)
paid receipts or such other proof of payment as Landlord shall reasonably
require for all such work completed. 
Landlord shall reimburse Tenant within thirty (30) days after Landlord’s
receipt of a written request for reimbursement from Tenant and shall debit the
Allowance therefor.  Upon completion of
the Tenant Improvements, Tenant shall provide Landlord a copy of a final
unconditional lien waivers satisfactory to Landlord executed by any contractors
or subcontractors for whose labor or material Tenant has previously been
reimbursed pursuant to this Section 35.


 


35.2.2                  Tenant shall have the right to receive
disbursements of the Allowance no more than five (5) times following the
Effective Date of this Lease (the “FiveDisbursements”).  If Tenant does not fully utilize the
Allowance within the Five Disbursements, Tenant shall forfeit


 


20

















 


the remainder of the Allowance and shall
receive no credit therefor.


 


35.2.3                  Tenant shall bear any costs to complete the
Tenant Improvements in excess of the Allowance or to the extent such Tenant
Improvements are completed after the Five Disbursements.


 


36. 
                           Quiet
Enjoyment.  Tenant, upon the payment of rent and the performance of all the terms
of this Lease, shall at all times during the Term peaceably and quietly enjoy
the Premises without any disturbance from Landlord or any other person claiming
through Landlord.


 


37. 
                           Vacation
of Premises.  Tenant shall vacate the Premises at the end of the Term.  If
Tenant fails to vacate at such time there shall be payable to Landlord an
amount equal to one hundred fifty percent (150%) of the monthly Base Rent
stated in Section 1.1.6 paid immediately prior to the holding over
period for each month or part of a month that Tenant holds over, plus all other
payments provided for herein, and the payment and acceptance of such payments
shall not constitute an extension or renewal of this Lease.  In event of
any such holdover, Landlord shall also be entitled to all remedies provided by
law for the speedy eviction of tenants, and to the payment of all attorneys’
fees and expenses incurred in connection therewith.


 


38. 
                           Members’
Liability.  It is understood that the Owner of the Building is a Maryland limited
liability company.  All obligations of
the Owner hereunder are limited to the net assets of the Owner from time to
time.  No member of Owner, or of any successor partnership, whether now or
hereafter a member, shall have any personal responsibility or liability for the
obligations of Owner hereunder.


 


39. 
                           Separability. 
If any term or provision
of this Lease or the application thereof to any person or circumstances shall,
to any extent, be invalid or unenforceable, the remainder of this Lease or the
application of such term or provision of such term or provision to persons or
circumstances other than those as to which it is held invalid or unenforceable,
shall not be affected thereby, and each term and provision of this Lease shall
be valid and be enforced to the fullest extent permitted by law.


 


40.                                 Indemnification.  Tenant shall indemnify and hold harmless Landlord and all of its and
their respective partners, directors, officers, agents and employees from any
and all liability, loss, cost or expense arising from all third-party claims
resulting from or in connection with:


 


(i)                                     the conduct or management of the Premises or
of any business therein, or any work or thing whatsoever done, or any condition
created in or about the Premises during the Term of this Lease or during the
period of time, if any, prior to the Commencement Date that Tenant may have
been given access to the Premises;


 


(ii)                                  any act, omission or negligence of Tenant or
any of its subtenants or licensees or its or their partners, directors,
officers, agents, employees, invitees or contractors;


 


(iii)                               any accident, injury or damage whatever
occurring in, at or upon the Premises; and


 


(iv)                              any breach or default by Tenant in the full
and prompt payment and performance of Tenant’s obligations under this Lease;


 


together with all costs and expenses
reasonably incurred or paid in connection with each such claim or action or
proceeding brought thereon, including, without limitation, all reasonable
attorneys’ fees and expenses.


 


In case any action or proceeding is brought against Landlord and/or any
of its and their respective partners, directors, officers, agents or employees
and such claim is a claim from which Tenant is obligated to indemnify Landlord
pursuant to this Section 40, Tenant, upon notice from Landlord shall
resist and defend such action or proceeding (by counsel reasonably satisfactory
to Landlord).  The obligations of Tenant
under this Section shall survive termination of this Lease.


 


21

















 


41.                                 Captions  All headings anywhere contained in this
Lease are intended for convenience or reference only and are not to be deemed
or taken as a summary of the provisions to which they pertain or as a
construction thereof.


 


42. 
                           Brokers.  Tenant represents that Tenant has dealt
directly with, only with, the Broker as broker in connection with this Lease,
and Tenant warrants that no other broker negotiated this Lease or is entitled
to any commissions in connection with this Lease.  Landlord shall pay the Broker pursuant to the terms of a separate
written agreement by and between Landlord and Broker.


 


43. 
                           Recordation. 
Tenant covenants that it
shall not, without Landlord’s prior written consent, which consent may be
withheld in Landlord’s sole and absolute discretion, record this Lease or any
memorandum of this Lease or offer this Lease or any memorandum of this Lease
for recordation.  If at any time Landlord or any mortgagee of Landlord’s
interest in the Premises shall require the recordation of this Lease or any
memorandum of this Lease, such recordation shall be at Landlord’s
expense.  If at any time Tenant shall require the recordation of this
Lease or any memorandum of this Lease, such recordation shall be at Tenant’s
expense.  If the recordation of this Lease or any memorandum of this Lease
shall be required by any valid governmental order, or if any government
authority having jurisdiction in the matter shall assess and be entitled to
collect transfer taxes or documentary stamp taxes, or both transfer taxes and
documentary stamp taxes on this Lease or any memorandum of this Lease, Tenant
shall execute such acknowledgments as may be necessary to effect such
recordations and pay, upon request of Landlord, one half of all recording fees,
transfer taxes and documentary stamp taxes payable on, or in connection with
this Lease or any memorandum of this Lease or such recordation.


 


44.                                 Successors
and Assigns.  The covenants, conditions and agreements contained in this Lease shall
bind and inure to the benefit of Landlord and Tenant, and their respective
heirs, personal representatives, successors and assigns (subject, however, to
the terms of Section 20 hereof).


 


45.                                 Integration
of Agreements.  This writing is intended by the Parties as a final expression of their
agreement and is a complete and exclusive statement of its terms, and all
negotiations, considerations and representations between the Parties are
incorporated.  No course of prior dealings between the Parties or their
affiliates shall be relevant or admissible to supplement, explain, or vary any of
the terms of this Lease.  Acceptance of, or acquiescence to, a course of
performance rendered under this Lease or any prior agreement between the
Parties or their affiliates shall not be relevant or admissible to determine
the meaning of any of the terms or covenants of this Lease.  Other than as
specifically set forth in this Lease, no representations, understandings, or
agreements have been made or relied upon in the making of this Lease.


 


46.                                 Hazardous
Material; Indemnity. Tenant further agrees to the following:


 


46.1                           As used in this Lease, the following terms
shall have the following meanings:


 


46.1.1                  “Environmental Laws” shall mean all federal,
state or local statutes, regulations, rules, ordinances, codes, licenses,
permits, orders, approvals, authorizations, agreements, ordinances,
administrative or judicial rulings or similar items relating to the protection
of the environment or the protection of human health, including, without
limitation, all requirements pertaining to reporting, licensing, permitting,
investigation and remediation of emissions, discharges, Releases or Threats of
Releases (as defined below) of Hazardous Materials into the air, surface water,
groundwater or land, or relating to the manufacture, processing, distribution,
use, treatment, storage, disposal, transport or handling of Hazardous Materials
or relating to storage tanks.


 


46.1.2                  “Hazardous Materials” shall mean (i) any
substance, gas, material or chemical which is defined as or included in the
definition of “hazardous substances”, “toxic substances”, “hazardous
materials”, “hazardous wastes” under any federal, state or local statute, law,
or ordinance or under the regulations adopted or guidelines promulgated
pursuant thereto, including, but not limited to, the Comprehensive Environmental
Response Compensation and Liability Act of 1980, as amended, 42 U.S.C. §§9061 et
seq. (“CERCLA”); the Hazardous


 


22

















 


Materials Transportation Act, as amended 49
U.S.C. §§1801, et seq.; the Resource Conservation and Recovery Act, as
amended, 42 U.S.C. §§6901, et seq.; (ii) radon gas in excess of four (4)
picocuries per liter, friable asbestos, urea formaldehyde foam insulation,
petroleum products, transformers or other equipment which contain dielectric
fluid containing levels of polychlorinated biphenyls in excess of federal,
state or local safety guidelines, whichever are more stringent; and (iii) any
other substance, gas, material or chemical, exposure to or release of which is
prohibited, limited or regulated by any governmental or quasi-governmental
entity or authority that asserts or may assert jurisdiction over the
Premises,  the Building or the Property.


 


46.1.3                  “Hazardous Materials Inventory” shall mean a
comprehensive inventory of all Hazardous Materials used, generated, stored,
treated or disposed of by Tenant at the Premises.


 


46.1.4                  “Losses” shall mean all claims, liabilities,
obligations, losses (including, without limitation, diminution in the value of
the Premises, the Building, or the Property, damages for the loss or
restriction on use of rentable or usable space or of any amenity of the
Premises, the Building and/or the Property, damages arising from any adverse
impact on marketing of space), damages, penalties, fees, actions, judgments, lawsuits,
costs, expenses, disbursements, orders or decrees, including, without
limitation, attorneys’ and consultants’ fees and expenses.


 


46.1.5                  “Release” means any releasing, spilling,
leaking, pumping, pouring, emitting, emptying, discharging, injecting,
escaping, leaching, disposing or dumping into soil, surface waters,
groundwaters, land, stream sediments, surface or subsurface strata, ambient air
and any environmental medium comprising or proximate to and affecting the
Premises, the Building or the Property.


 


46.1.6                  “Threat of Release” means a substantial
likelihood of a Release which requires action to prevent or mitigate damage to
the soil, surface waters, groundwaters, land, stream sediments, surface or
subsurface strata, ambient air and any environmental medium comprising or
proximate to and affecting the Premises, the Building or the Property.


 


46.2                           Tenant shall not generate, use, manufacture,
recycle, handle, store, place, transport, treat, discharge or dispose of any
Hazardous Materials at, on, in or near the Premises, the Building or the
Property or cause any of the foregoing to occur at, on, in, or near the
Premises, the Building or the Property, shall comply with all Environmental
Laws in connection with Tenant’s use or occupancy of the Premises and the
Building, and promptly shall take all remedial action, at Tenant’s sole cost
and expense, but with Landlord’s prior approval, necessary or desirable to
remedy, clean-up and remove the presence of any Hazardous Materials resulting
from Tenant’s violation of the prohibitions set forth in this sentence or
Tenant’s failure to comply with Environmental Laws. Notwithstanding the
foregoing, Tenant shall not be deemed to be prohibited from using products
containing Hazardous Materials so long as such products are commonly found in
an office environment and are handled, stored, used and disposed of in
compliance with all Environmental Laws. In addition, Tenant shall (i) obtain,
maintain in full force and effect, and comply with, all permits required under Environmental
Laws; (ii) comply with all record keeping and reporting requirements imposed by
Environmental Laws concerning the use, handling, treatment, storage, disposal
or release of Hazardous Materials on the Premises, the Building and the
Property; (iii) report to Landlord any release or discharge of Hazardous
Materials within two (2) business days of such discharge or release; (iv)
provide to Landlord copies of all written reports concerning such discharge of
Hazardous Materials that are required to be filed with governmental or
quasi-governmental entities under Environmental Laws; (vi) maintain and
annually update a Hazardous Materials Inventory with respect to Hazardous
Materials used, generated, treated, stored or disposed of at the Premises, the Building
and the Property; and (vii) make available to Landlord for inspection and
copying, at Landlord’s expense, upon reasonable notice and at reasonable times,
such Hazardous Materials Inventory and any other reports, inventories or other
records required to be kept under Environmental Laws concerning the use,
generation, treatment, storage, disposal or release of Hazardous Materials.


 


46.3                           Without limitation on any other indemnities
by or obligations of Tenant to Landlord under this Lease or otherwise, Tenant
hereby covenants and agrees to indemnify,


 


23

















 


defend
and hold harmless Landlord from and against any Losses incurred by Landlord as
a result of Tenant’s breach of any representation, covenant or warranty hereof;
or as a result of any claim, demand, liability, obligation, right or cause of
action, including, but not limited to governmental action or other third party
action (collectively, “Claims”), that is asserted against Landlord, the
Premises, the Building or the Property as a result of or which arises directly
or indirectly, in whole or in part, out of the Release, Threat of Release,
discharge, deposit, presence, treatment, transport, handling or disposal of any
Hazardous Materials at, on, under, in, about, or from the Premises, the
Building or the Property attributable to or arising out of the operations or
activities or presence of Tenant or any assignee, sublessee, agent or
representative of Tenant at or about the Premises, the Building or the Property.  This indemnification of Landlord and its
Mortgagee(s) by Tenant includes, without limitation, costs incurred in
connection with any investigation of site conditions or any cleanup, remedial,
removal, or restoration work required by any federal, state or local
governmental agency or political subdivision because of Hazardous Material
present in the soil or ground water on or under the Building.


 


46.4                           The indemnities, warranties and covenants
contained in this Article shall survive termination of this Lease.


 


47.                                 Americans
With Disabilities Act.  Notwithstanding any other provisions
contained in this Lease and with the purpose of superseding any such provisions
herein that might be construed to the contrary, it is the intent of Landlord
and Tenant that at all times while this Lease shall be in effect that the
following provisions shall be deemed their specific agreement as to how the
responsibility for compliance (and cost) with the Americans With Disabilities
Act and amendments to same (“ADA”), both as to the Premises and the Property,
shall be allocated between them, namely:


 


47.1                           Landlord and Tenant agree to cooperate
together in the initial design, planning and preparation of specifications for
construction of the Premises so that same shall be in compliance with the
ADA.  Any costs associated with assuring
that the plans and specifications for the construction of the Premises are in
compliance with the ADA shall be borne by the party whose responsibility it is hereunder
to bear the cost of preparation of the plans and specifications.  Similarly those costs incurred in the
initial construction of the Premises so that same are built in compliance with
the ADA shall be included within Tenant’s Improvements and handled in the
manner as provided for in other Sections of this Lease.


 


47.2                           Subject to Section 47.4,
modifications, alterations and/or other changes required to and within the
Common Areas which are not capital in nature shall be the responsibility of
Landlord to perform and the cost of same shall be considered a part of the
Building Expenses and treated as such.


 


47.3                           Subject to Section 47.4,
modifications, alterations and/or other changes required to and within the
Common Areas which are capital in nature shall be the responsibility of
Landlord and at its cost and expense.


 


47.4                           Modifications, alterations and/or other
changes required to and within the Common Areas, whether capital in nature or
not, which are required as a result of Tenant’s specific use of the Premises,
as compared to office uses generally, shall be paid by Tenant within thirty
(30) days after receipt of an invoice from Landlord, together with reasonable
supporting documentation.


 


47.5                           Modifications, alterations and/or other
changes required to and within the Premises (after the initial construction of
same), whether capital in nature or non-capital in nature, shall be the
responsibility of Tenant and at its cost and expense; unless the changes are
structural in nature and result from the original design of the Building or
exist as of the Effective Date, in which instance they shall be the
responsibility of Landlord and at its cost and expense.


 


Each party hereto shall indemnify and hold harmless the other party
from any and all liability, loss, cost or expense arising as a result of a
party not fulfilling its obligations as to compliance with the ADA as set forth
in this Section.


 


24

















 


48. 
                           Several
Liability.  If Tenant shall be one or more individuals, corporations or other
entities, whether or not operating as a partnership or joint venture, then each
such individual, corporation, entity, joint venturer or partner shall be deemed
to be both jointly and severally liable for the payment of the entire rent and
other payments specified herein.


 


49.                                 Financial
Statements.  Tenant represents and warrants to Landlord
that the financial statements heretofore delivered by Tenant to Landlord are
true, correct and complete in all respects, have been prepared in accordance
with generally accepted accounting principles, and fairly represent the
financial condition of Tenant as of the date thereof, and that no material
change has thereafter occurred in the financial conditions reflected
therein.  Within fifteen (15) days after
request from Landlord, Tenant agrees to deliver to Landlord such future
financial statements and other information as Landlord from time to time may
reasonably request.


 


50.                                 Definition
of “Day” and “Days” .  As used in the Lease, the terms “day” and
“days” shall refer to calendar days unless specified to the contrary; provided,
however, that if the deadline established for either party’s performance
hereunder occurs on a Saturday, Sunday or banking holiday in the State of
Maryland, the date of performance shall be extended to the next occurring
business day.


 


51.                                 Right of
Termination.  Tenant shall have the continuing right to
terminate this Lease as of or after June 1, 2005, provided that (i) Tenant
gives Landlord at least twelve (12) months prior written notice of its intent
to terminate the Lease, (ii) there is no outstanding Event of Default at the
time that Tenant notifies Landlord of its intent to terminate this Lease and
there is no default in the payment of Base Rent beyond applicable notice and
cure periods as of the date of termination (in which event the notice of
termination shall be rescinded at Landlord’s option), and (iii) simultaneously
with the delivery of its termination notice, Tenant pays to Landlord a
termination fee in the amount equal to the sum of (x) the unamortized amount of
the Allowance actually disbursed in accordance with the provisions of Section
35 applying an interest rate of ten percent (10%) per annum and (y)
the unamortized amount of the commission paid to Broker in connection
with Section 42 of this Lease, applying an interest rate of ten percent
(10%) per annum.  If Tenant fails to exercise its termination
rights strictly in accordance with the foregoing provision, this Lease shall
remain in full force and effect.


 


52.                                 Generator.  The
parties acknowledge that the Premises are currently served by a generator and
underground storage tank (collectively, the “Generator”) and Tenant shall have
the exclusive use of the Generator during the Term of this Lease.  The Generator shall be the property of
Landlord and shall remain upon and be surrendered with the Premises at the
termination of this Lease without molestation or injury.  Landlord makes no representations or
warranties as to the condition of the Generator.


 


Tenant’s maintenance and use of the Generator during the Term shall be
performed by or on behalf of Tenant (a) at Tenant’s sole risk, cost and
expense, (b)  in a timely, good and
workman-like manner, (c) using only licensed contractors approved by Landlord, and
(d) without interference to Landlord, or other tenants or occupants of Building
and Property.  Tenant shall bear all
costs incurred in the exercise of its rights set forth above and shall exercise
these rights in full compliance with all applicable federal, state, and local
governmental laws, regulations and rules (including without limitation the
obtaining of all required permits) or any other requirements reasonably imposed
by Landlord or covenants of record encumbering the Property.  Tenant shall provide copies of all such
required approvals when issued.  Tenant
shall take all precautionary steps to protect its facilities and the facilities
of Landlord and others affected by performance of work and shall police same
properly.  Tenant shall replace or
restore any disturbance or damage it caused to the Building or Property.  Notwithstanding anything to the contrary
contained in this Lease, Tenant shall fully indemnify Landlord and its
mortgagee against all loss or damage of whatever kind or nature, including but
not limited to third party claims, arising or in any manner connected with
Tenant’s use or maintenance of the Generator.


 


Tenant shall provide Landlord with a maintenance schedule and
corresponding work tickets on a quarterly basis, or more frequently at
Landlord’s request if Landlord believes that the Generator is not being
properly maintained.  If Tenant
fails to perform any of the services necessary to maintain the Generator in
good and efficient working order and condition, and


 


25

















 


Tenant fails to correct
such deficiency within three (3) days after written notice from Landlord,
Landlord shall have the right to perform such service(s) and Tenant shall
reimburse Landlord for the costs incurred by Landlord for such services, as
additional rent, together with interest at the Default Rate.


 


53.                                 Telecommunications
Equipment.  Tenant shall have the non-exclusive right to
enter upon and utilize the roof of the Building for the purposes of installing,
maintaining and repairing any equipment or utilities required in its operation
of its business in the Premises; provided that 
(i) such equipment is used solely in connection with Tenant’s business
in the Premises and is not available for use by third-parties, (ii) Tenant
submits to Landlord for Landlord’s prior written approval, such approval not to
be unreasonably withheld, conditioned or delayed, the desired location on the
roof to install the equipment and the make, model and specifications of the
equipment, (iii) Tenant, at Tenant’s expense, shall install, maintain and
remove the equipment in coordination with Landlord’s rooftop consultant,
provided, however, that Landlord, at Tenant’s expense, shall have the right,
but not the obligation, to install, maintain and/or remove the equipment, (iv)
Tenant shall reimburse Landlord for any costs incurred by Landlord from its
rooftop consultant, in an amount not to exceed $1,750.00, and (v) Tenant shall
indemnify and hold Landlord, its successors, assigns, agents, licensees and
invitees harmless from any and all damages, costs, claims, expenses, actions
(including reasonable attorney’s fees in connection with the equipment, unless
resulting form Landlord’s negligence.


 


54.                                 Exterior Signage.  Tenant, at Tenant’s sole cost and expense, shall have the
right to install and thereafter display an exterior sign on the front and back
of the Building, provided that (i) Tenant obtains Landlord’s prior written
approval, such approval not to be unreasonably withheld, with regard to the
size, location, and method of installation of the signage, (ii) the Lease has
not been amended to reduce the area of the Premises, and (iii) Tenant remains
open for business in the Premises. 
Tenant, at Tenant’s expense, shall maintain the signage, and obtain all
required permits from any governmental authorities.  At the expiration or sooner termination of this Lease, Tenant
shall remove the exterior signage on the Building and restore the Building’s
surface to that condition which existed immediately prior to the installation
of the signage.  In addition, if, after
installation of the signage, any of the conditions set forth in subsections (i)
through (iv) inclusive of the first sentence of this paragraph are not
satisfied, Tenant, at Tenant’s expense, shall remove the signage upon fifteen
(15) days’ advance written notice from Landlord and restore the Building’s
surface to that condition which existed immediately prior to the installation
of the signage.


 


55.                                 Tenant’s Installation of Security
System.  Tenant shall have the
right, at its sole cost and expense, to install within the Premises electronic
badge door lock systems as well as additional locks (collectively, the
“Security System”); provided, however, that Tenant’s installation and use of
such Security System shall be subject to each of the following
requirements:  (i) prior to the
installation of such Security System, Tenant shall secure Landlord’s approval
(which shall not be unreasonably withheld) to the manufacture, model and method
of installation of such Security System within the Premises where the same
shall be installed; (ii) Tenant’s Security System and the installation of the
same shall be by reputable, licensed and insured contractors; (iii) Tenant’s
Security System and the installation of the same shall be in compliance with
applicable governmental laws, rules, ordinances and regulations; (iv) in no
event shall Tenant’s installation and use of the Security System interfere with
the use and quiet enjoyment of the Common Areas and other tenanted areas within
the Building by Landlord, other tenants of the Building, and its and their
employees, guests, contractors, agents and invitees; (v)  Tenant provides Landlord with keys to any
new locks installed; and (vi) at the expiration or earlier termination of the
Term, the Security System placed or installed within the Premises by Tenant
shall be removed by Tenant at its sole cost and expense and all damage
(including the removal of existing door locks) to the Premises and Building
caused by the installation and removal of the Security System by Tenant shall
be immediately repaired by Tenant at its sole cost and expense using
Building-standard materials.


 


56.                                 Landlord
Renovation.  Landlord has advised Tenant that it intends
to perform certain renovation work in the Building (the “Renovations”).  Landlord agrees to use reasonable efforts to
commence the Renovations within a reasonable period of time and to diligently
complete such Renovations in a reasonable period of time once Landlord receives
all necessary permits.  The parties
acknowledge that the costs of such Renovations shall be included in Building
Expenses.


 


26

















 


Notwithstanding Section 6.2.2.12, the
costs of any structural or roof work completed in connection with the
Renovations shall be included in Building Expenses provided that such costs are
amortized over twenty (20) years.


 


 


IN WITNESS WHEREOF, Landlord and Tenant have respectively affixed their
hands and seals to this Lease as of the day and year first above written.


 


 


	
  WITNESS OR ATTEST:

  	
   

  	
  LANDLORD:

  	
   

  
	
   

  	
   

  	
  ATRIUM BUILDING, LLC

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Roger A. Waesche, Jr.

  	
   

  
	
   

  	
   

  	
   

  	
  Senior Vice President

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WITNESS OR ATTEST:

  	
   

  	
  TENANT:

  	
   

  
	
   

  	
   

  	
  TESSCO TECHNOLOGIES, INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  (SEAL)

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
							



 


STATE OF
MARYLAND,                     ,
TO WIT:


 


I HEREBY CERTIFY, that on
this       day of 
               ,
2003, before me, the undersigned Notary Public of the State, personally
appeared ROGER A. WAESCHE, JR., who acknowledged himself to be the Senior Vice
President of ATRIUM BUILDING, LLC, a Maryland limited liability company, known
to me (or satisfactorily proven) to be the person whose name is subscribed to
the within instrument, and acknowledged that he executed the same on behalf of
the corporation for the purposes therein contained as the duly authorized
Senior Vice President of the corporation by signing the name of the corporation
by himself as such Senior Vice President.


 


WITNESS my hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  



 


27

















 


STATE OF
MARYLAND,                     ,
TO WIT:


 


I HEREBY CERTIFY, that on this
        day of
                     ,
2003, before me, the undersigned Notary Public of the State, personally
appeared
                     ,
known to me (or satisfactorily proven) to be the person whose name is
subscribed to the within instrument, and acknowledged himself/herself to be the
          of TESSCO TECHNOLOGIES,
INC. a
                     
corporation, and that he/she, as such
                     ,
being authorized so to do, executed the foregoing instrument on behalf of the
corporation by himself/herself as such
                     .


 


WITNESS my hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  



 


28

















 


EXHIBIT “A”


to Agreement of Lease by and between


ATRIUM BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


FLOOR PLAN


 

















 


EXHIBIT “B”


to Agreement of Lease by and between


ATRIUM BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


RULES AND REGULATIONS


 


To the extent that any of the following Rules and
Regulations, or any Rules and Regulations subsequently enacted conflict with
the provisions of the Lease, the provisions of the Lease shall control.


 


1.  Tenant shall not obstruct or permit its agents, clerks or
servants to obstruct, in any way, the sidewalks, entry passages, corridors,
halls, stairways or elevators of the Building, or use the same in any other way
than as a means of passage to and from the offices of Tenant; bring in, store,
test or use any materials in the Building which could cause a fire or an
explosion or produce any fumes or vapor; make or permit any improper noises in
the Building; smoke in the elevators, the Premises, the Building or the Common
Areas except in the exterior areas specifically designated by Landlord; throw
substances of any kind out of the windows or doors, or down the passages of the
Building, in the halls or passageways; sit on or place anything upon the window
sills; or clean the windows.


 


2.  Waterclosets and urinals shall not be used for any purpose
other than those for which they were constructed; and no sweepings, rubbish,
ashes, newspaper or any other substances of any kind shall be thrown into
them.  Waste and excessive or unusual use of electricity or water is
prohibited.


 


3.  Tenant shall not (i) obstruct the windows, doors, partitions
and lights that reflect or admit light into the halls or other places in the
Building, or (ii) inscribe, paint, affix, or otherwise display signs,
advertisements or notices in, on, upon or behind any windows or on any door,
partition or other part of the interior or exterior of the Building without the
prior written consent of Landlord which shall not be unreasonably
withheld.  If such consent be given by Landlord, any such sign,
advertisement, or notice shall be inscribed, painted or affixed by Landlord, or
a company approved by Landlord, but the cost of the same shall be charged to
and be paid by Tenant, and Tenant agrees to pay the same promptly, on demand.


 


4.  No contract of any kind with any supplier of towels, water,
ice, toilet articles, waxing, rug shampooing, venetian blind washing, furniture
polishing, lamp servicing, cleaning of electrical fixtures, removal of waste
paper, rubbish or garbage, or other like service shall be entered into by
Tenant, nor shall any vending machine of any kind be installed in the Building,
without the prior written consent of Landlord, which consent of Landlord shall
not be unreasonably withheld.


 


5.  When electric wiring of any kind is introduced, it must be
connected as directed by Landlord, and no stringing or cutting of wires shall
be allowed, except with the prior written consent of Landlord which shall not
be unreasonably withheld, and shall be done only by contractors approved by
Landlord.  The number and location of telephones, telegraph instruments,
electric appliances, call boxes, etc., shall be subject to Landlord’s approval. 
No tenants shall lay linoleum or other similar floor covering so that the same
shall be in direct contact with the floor of the Premises; and if linoleum or
other similar floor covering is desired to be used, an interlining of builder’s
deadening felt shall be first affixed to the floor by a paste or other
material, the use of cement or other similar adhesive material being expressly
prohibited.


 


6.  No additional lock or locks shall be placed by Tenant on any
door in the Building, without prior written consent of Landlord.  Two keys
will be furnished Tenant by Landlord; two additional keys will be supplied to
Tenant by Landlord, upon request, without charge; any additional keys requested
by Tenant shall be paid for by Tenant.  Tenant, its agents and employees,
shall not have any duplicate keys made and shall not change any locks. 
All keys to doors and washrooms shall be returned to Landlord at the
termination of the tenancy, and in the event of any loss of any keys furnished,
Tenant shall pay Landlord the cost thereof.


 


B-1

















 


7.  Tenant shall not employ any person or persons other than
Landlord’s janitors for the purpose of cleaning the Premises, without prior
written consent of Landlord which shall not be unreasonably withheld. 
Landlord shall not be responsible to Tenant for any loss of property from the
Premises however occurring, or for any damage done to the effects of Tenant by
such janitors or any of its employees, or by any other person or any other cause.


 


8.  No bicycles, vehicles or animals of any kind (other than
animals to assist the disabled) shall be brought into or kept in or about the
Premises.


 


9.  Tenant shall not conduct, or permit any other person to
conduct, any auction upon the Premises; manufacture or store goods, wares or
merchandise upon the Premises, without the prior written approval of Landlord,
except the storage of usual supplies and inventory to be used by Tenant in the
conduct of its business; permit the Premises to be used for gambling; make any
unusual noises in the Building; permit to be played any musical instrument in
the Premises; permit to be played any radio, television, recorded or wired
music in such a loud manner as to disturb or annoy other tenants; or permit any
unusual odors to be produced upon the Premises.  Tenant shall not permit
any portion of the Premises to be used for the storage, manufacture, or sale of
intoxicating beverages, narcotics, tobacco in any form, or as a barber or
manicure shop.


 


10.  No awnings or other projections shall be attached to the
outside walls of the Building.  No curtains, blinds, shades or screens
shall be attached to or hung in, or used in connection with, any window or door
of the Premises, without the prior written consent of Landlord which consent
shall not be unreasonably withheld.  Such curtains, blinds and shades must
be of a quality, type, design, and color, and attached in a manner reasonably
approved by Landlord.


 


11.  Canvassing, soliciting and peddling in the Building are prohibited,
and Tenant shall cooperate to prevent the same.


 


12.  There shall not be used in the Premises or in the Building,
either by Tenant or by others in the delivery or receipt of merchandise, any
hand trucks except those equipped with rubber tires and side guards, and no
hand trucks will be allowed in passenger elevators.


 


13.  Tenant, before closing and leaving its Premises, shall ensure
that all entrance doors to same are locked.


 


14.  Landlord shall have the right to prohibit any advertising by
Tenant which in Landlord’s opinion tends to impair the reputation of the
Building or its desirability as a building for offices, and upon written notice
from Landlord, Tenant shall refrain from or discontinue such advertising.


 


15.  Landlord hereby reserves to itself any and all rights not
granted to Tenant hereunder, including, but not limited to, the following
rights which are reserved to Landlord for its purposes in operating the
Building:


 


(a)  the exclusive right to the use of the name
of the Building for all purposes, except that Tenant may use the name as its
business address and for no other purpose;


 


(b)  the right to change the name or address of
the Building, without incurring any liability to Tenant for so doing;


 


(c)  the right to install and maintain a sign or
signs on the exterior of the Building;


 


(d)  the exclusive right to use
or dispose of the use of the roof of the Building;


 


(e)  the non-exclusive right to use the area
above the ceiling of the Premises for the purpose of installing and maintaining
telecommunications, water lines, utility lines, other conduit, sprinklers,
drainlines, ductwork and HVAC connections and any other equipment necessary to
provide services to any area in the Building;


 


B-2

















 


(f)  the right to limit the space on the
directory of the Building to be allotted to Tenant; and


 


(g)  the right to grant to anyone the right to
conduct any particular business or undertaking in the Building.


 


16.  As used herein the term “Premises” shall mean and refer to
the “Premises” as defined in Section 1 of the Lease.


 


17.  Tenant shall not operate
space heaters or other heating or ventilating equipment without the express
prior written consent of Landlord in each instance first obtained.  Tenant shall not install or operate any
electrical equipment, appliances or lighting fixtures in the Premises which are
not listed and labeled by Underwriter’s Laboratories or other testing
organization acceptable to Landlord.


 


B-3

















 


EXHIBIT “C”


to Agreement of Lease by and between


ATRIUM
BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


INVENTORY OF DB PROPERTY


 


•                  Raised flooring;


•                  DB furniture located in the Premises as of
the Effective Date;


•                  Voice, data and electrical wiring;


•                  Emergency generator and fuel storage tank;


•                  Vault;


•                  Fire suppression systems;


•                  Air handling equipment;


•                  Liebert UPS equipment;


•                  Liebert PDU equipment; and


•                  Cabinetry and shelving located in the
Premises as of the Effective Date.


 

















 


EXHIBIT “D”


to Agreement of Lease by and between


ATRIUM BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


ESTOPPEL CERTIFICATE


 


Tenant:                                                       TESSCO TECHNOLOGIES, INC.


 


To:                              ATRIUM BUILDING, LLC


c/o Corporate Office Properties Trust


Suite 400, 8815 Centre Park Drive


Columbia, Maryland  21045


 


Deutsche Bank Trust Company
Americas f/k/a Bankers Trust Company


200 Crescent Court, Suite
550


Dallas, Texas 75201


 


Re:                               [Building Address]


Linthicum, Maryland 21090


 


1.                                       TESSCO TECHNOLOGIES, INC., a
                        
corporation is the named Tenant (“Tenant”), and ATRIUM BUILDING, LLC is the
Landlord (“Landlord”) under a Lease dated
                        ,
located at the Property (“Property”) identified above.  The Lease, together with the amendments:                                                
(collectively, “Lease”) constitutes the entire agreement between Landlord and
Tenant with respect to the Property and the Premises (hereafter defined).  There are no other lease documents, commitments,
options or rights with respect to the Property or the Premises and there are no
other representations, warranties, agreements, concessions, commitments, or
other understandings between the Tenant and the Landlord regarding the Property
or the premises demised other than as set forth in the Lease or this paragraph
1.


 


2.                                       Tenant occupies Suite Number 100, with a
Rentable Square Footage Area of 93,549 (the “Premises”).  Tenant’s Pro Rata Share of the Property is
          %


 


3.                                       The Term of the Lease commenced
                        
and will expire
                        .  Tenant is the actual occupant in possession
of the Premises and has not sublet, assigned or hypothecated its leasehold
interest.  All improvements to be
constructed on the Premises by Landlord have been completed and accepted by
Tenant and any tenant construction or improvement allowances have been paid.


 


4.                                       As of this date, no breach or default exists
on the part of Tenant under the Lease, and there exists no facts that, with the
passage of time or the giving of notice, or both, would constitute a
default.  To the best knowledge of
Tenant, no breach or default exists on the part of Landlord under the Lease,
and there exists no facts that, with the passage of time or the giving of notice,
or both, would constitute a default. 
Neither Tenant nor Landlord has commenced any action or given or
received any notice for the purpose of terminating the Lease.


 


5.                                       Base Rent is currently payable in the amount
of
                        
per month (which includes an operating expense stop based on the greater of
                        
per square foot or                         
actual operating expenses, and a real estate tax expense stop based on the
greater of                         
per square foot or
                        
actual real estate taxes).  Pursuant to
the Lease, Tenant is obligated to pay as additional rent its pro-rata share of
operating expenses and real estate taxes which exceed the operating expense
stop and real estate expense stop set forth in the Lease.   The monthly base rent has been paid through
                        ,
except:
                                                                        .


 


D-1

















 


6.                                       No rent has been paid in advance, and Tenant
has no claim or defense against Landlord under the Lease and is asserting no
offsets or credits against either the rent or Landlord.  Tenant has no claim against Landlord for any
security or other deposits except $ which was paid pursuant to the
Lease.  Tenant has no right to any free
rent, rent abatement, rent credit, or other rent concession.


 


7.                                       Tenant has no right to renew or extend the
term of the Lease, or to expand the size of the Premises,
except:                                                .


 


Tenant has no interest in or option or
preferential right to purchase all or any part of the Premises or the Property
of which it forms a part, other than its right to lease the Premises as Tenant
under the Lease.


 


8.                                       Tenant has no rights of termination or
expansion with the terms of the Lease
except:                                                .


 


9.                                       All insurance required of Tenant by the Lease
has been provided by Tenant and all premiums paid.


 


10.                                 There has not been filed by or against Tenant
a petition in bankruptcy, voluntary or otherwise, any assignment for the
benefit of creditors, any petition seeking reorganization or arrangement under
the bankruptcy laws of the United States or any state thereof, or any other action
brought under the bankruptcy laws with respect to Tenant.


 


11.                                 Tenant has not received any notice of
Landlord’s prior sale, transfer, or assignment, hypothecation or pledge of the
Lease or any of the rents or other amounts to be paid by Tenant pursuant
thereto.


 


12.                                 Tenant has received no notice from any
governmental authority or other person or party claiming a violation of, or
requiring compliance with, any Federal, State or local statute, ordinance, rule
or regulation or the requirement of law for environmental contamination at the
Premises, to the best knowledge of Tenant, the Tenant is in compliance with all
applicable provisions of the Industry Site Recovery Act, and no hazardous,
toxic, or polluting substances or wastes have been generated, treated,
manufactured, stored, refined, used, handled, transported, released, spilled,
disposed of or deposited by Tenant on, in or under the Premises.


 


This Tenant Estoppel Certificate may be
relied upon by the Landlord, Bankers Trust Company and its and their respective
successors and assigns.


 


	
  DATED:        ,
  200

  	
   

  
	
   

  	
   

  
	
  WITNESS/ATTEST:

  	
  TESSCO
  TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
							



 


D-2

















 


EXHIBIT “E”


to Agreement of Lease by and between


ATRIUM BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


FORM OF


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT


 


Note:  This Subordination,
Non-Disturbance and Attornment Agreement results in your leasehold estate in
the Property becoming subject to and of lower priority than the lien of some
other or later security instrument.


 


 


THIS AGREEMENT is entered into by and among TESSCO TECHNOLOGIES, INC. (“Tenant”), ATRIUM BUILDING, LLC, a Maryland limited liability
company (“Landlord”), and DEUTSCHE
BANK TRUST COMPANY AMERICAS f/k/a BANKERS TRUST COMPANY, a New York Banking
corporation (“Beneficiary”).


 


R E C I T A L S:


 


A.                                   Tenant has entered into a lease (the “Lease”)
covering a portion of the real property described on Exhibit A hereto (the “Property”).  The Lease and the premises leased thereunder are more
particularly described on Exhibit B
hereto (the “Premises”).


 


B.                                     Pursuant to that certain Second Amended and
Restated Senior Secured Credit Agreement dated March 8, 2002, as amended from
time to time, Beneficiary and certain other financial institutions that are or
may become parties to such agreements (collectively “Lenders”) have made or
agreed to make a revolving loan and
to extend certain other financial accommodations (collectively the “Loan”) to
an entity of which Landlord is a subsidiary, CORPORATE
OFFICE PROPERTIES, L.P., a Delaware limited partnership, and to
certain of its subsidiaries.  The Loan
is evidenced by promissory notes (collectively, as amended, the “Notes”), which
Notes are or will be secured by a mortgage or deed of trust in favor of
Beneficiary covering the Property (the “Mortgage”).


 


C.                                     In order to induce Beneficiary to make the
Loan and to maintain the financial accommodations extended thereunder, the
parties hereto have agreed to subordinate the Lease to the lien of the Mortgage
on the terms set forth in this Agreement. 
In order to induce Tenant to execute and deliver this Agreement,
Beneficiary has agreed not to disturb Tenant’s possession of the Premises under
certain circumstances set forth herein.


 


NOW, THEREFORE, in consideration of the mutual covenants
contained herein and of other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as follows:


 


1.                                       Subordination. 
Notwithstanding anything to the contrary set forth in the Lease, the
Lease and the leasehold estate created thereby and all of Tenant’s rights
thereunder shall be and shall at all times remain subject, subordinate and
inferior to the Mortgage and the lien thereof, and all rights of Beneficiary
thereunder and to any and all renewals, modifications, consolidations,
replacements and extensions thereof.


 


2.                                       Acknowledgments and
Agreements by Tenant.  Tenant acknowledges and agrees that:


 


2.1.                              Landlord has executed and delivered to
Beneficiary a Mortgage, including an assignment of the Lease and the rents
thereunder, and certain other agreements evidencing and securing the Loan.  Tenant hereby recognizes and agrees to honor
such assignment of the


 


E-1

















 


Lease and rents thereunder.  If Beneficiary notifies Tenant in writing of
a default under the Mortgage and demands that Tenant pay its rent and all other
sums due under the Lease to the Beneficiary, Tenant shall honor such written
demand and pay its rent and all other sums due under the Lease directly to
Beneficiary or as otherwise required pursuant to such notice.  Beneficiary shall indemnify, defend and hold
harmless Tenant from and against any losses, liabilities, claims or causes of
action Tenant may suffer as a result of compliance with Beneficiary’s notice.


 


2.2.                              Tenant shall send a copy of any notice or
statement required to be delivered under the Lease to Beneficiary at the same
time such notice or statement is sent to Landlord, in the manner specified in
this Agreement.


 


2.3.                              In the event of any act or omission by
Landlord which would give Tenant the right, either immediately or after the
lapse of time, to terminate the Lease or to claim a partial or total eviction,
Tenant will not exercise any such right until:


 


2.3.1                        it has given written notice of such act or
omission to Beneficiary pursuant to the foregoing Section 2.2; and


 


2.3.2.                     the same period of time as is given to
Landlord under the Lease to cure such act or omission shall have elapsed
following such giving of notice to Beneficiary.


 


 


2.4.                              Tenant has no right or option to purchase the
Premises or the Property, or any portion thereof or any interest therein.  To the extent that Tenant hereafter acquires
any such right or option to purchase the Premises or the Property, the same is
hereby acknowledged to be subject and subordinate to the Mortgage and is hereby
waived and released as against Beneficiary except to the extent Beneficiary
agrees in writing to the contrary.


 


2.5.                              Beneficiary, in making any disbursements to
Landlord, is under no obligation or duty to oversee or direct the application
of the proceeds of such disbursements, and such proceeds may be used by
Landlord for purposes other than improvement of the Property.


 


2.6.                              This Agreement satisfies any condition or
requirement in the Lease relating to the grant of a non-disturbance agreement
by Beneficiary.


 


3.                                       Foreclosure.  In
the event of foreclosure of the Mortgage, or upon a transfer of the Property by
conveyance in lieu of foreclosure, then:


 


3.1.  So long as Tenant complies with this
Agreement and is not in default under the terms, covenants or conditions of the
Lease (beyond the expiration of any applicable notice and cure periods), Tenant
may continue in occupancy of the Premises on the terms and conditions contained
in the Lease for the balance of the term of the Lease.  Tenant shall attorn to and accept any
successor owner of the Building as landlord under the Lease, and be bound by
and perform all of the obligations imposed by the Lease, and any successor
owner of the Property will not disturb the possession of Tenant, and will be
bound by all of the obligations imposed on the Landlord by the Lease.  Any purchaser at a foreclosure sale, by deed
in lieu thereof, or any other successor owner of the Property shall not be:


 


3.1.1.                     liable for any act or omission of a prior
landlord (including Landlord); or


 


3.1.2.                     subject to any offsets or defenses which
Tenant might have against any prior landlord (including Landlord); or


 


3.1.3.                     bound by any rent or additional rent which
Tenant might have paid in advance to any prior landlord (including Landlord)
for a period in excess of one month or any security deposit or other prepaid


 


E-2

















 


charge which Tenant might have paid in advance to any prior landlord
(including Landlord) other than the security deposit, and then only to the
extent actually turned over to such successor owner; or


 


3.1.4.                     bound by any agreement or material
modification of the Lease made without the written consent of Beneficiary.


 


3.2.                              Upon the written request of either
Beneficiary or Tenant to the other given following any foreclosure or
conveyance in lieu thereof, the parties agree to execute a lease of the
Premises upon the same terms and conditions as the Lease between Landlord and
Tenant which lease shall cover any unexpired term of the Lease existing prior
to such foreclosure or conveyance in lieu of foreclosure.


 


4.                                       Acknowledgments and
Agreements by Landlord.  Landlord, as landlord under the Lease and
mortgagor under the Mortgage, acknowledges and agrees for itself and its heirs,
successors and assigns that:


 


4.1.                              This Agreement does not waive any of
Beneficiary’s rights under the Mortgage, or in any modify or release Landlord
from its obligations to comply with the Mortgage;


 


4.2.                              The Mortgage remains unmodified and in full
force and effect; and


 


4.3.                              Landlord hereby irrevocably directs Tenant to
recognize and honor Landlord’s assignment to Beneficiary of the Lease and the
rents thereunder.  If Beneficiary
notifies Tenant in writing of a default under the Mortgage and demands that
Tenant pay its rent and all other sums due under the Lease to Beneficiary,
Landlord hereby irrevocably directs Tenant to honor such written demand and pay
its rent and all other sums due under the Lease directly to Beneficiary or as
otherwise required pursuant to such notice. 
Landlord shall indemnify, defend and hold harmless Tenant from and
against any losses, liabilities, claims or causes of action Tenant may suffer
as a result of compliance with Beneficiary’s notice.


 


5.                                       Obligations of Beneficiary. 
Beneficiary shall have no obligation or incur any liability with respect
to the erection or completion of the improvements in which the Premises is
located or for completion of the Premises or any improvements for Tenant’s use
and occupancy.  Anything herein or in the
Lease to the contrary notwithstanding, no successor owner of the Property shall
have any obligation, or incur any liability, beyond the then existing interest,
if any, of the Purchaser in the Property and Tenant shall look exclusively to
such interest of the Purchaser, if any, in the Property for the payment and
discharge of any obligations imposed upon the Purchaser hereunder or under the
Lease, and the Purchaser is hereby released and relieved of any other liability
hereunder and under the Lease.  As regards
the Purchaser, Tenant shall look solely to the estate or interest owned by the
Purchaser in the Property and Tenant will not collect or attempt to collect any
such judgment out of any other assets of the Purchaser.  Nothing contained in this Section impairs,
limits or otherwise modifies the obligations of Landlord to Tenant under the
Lease.


 


6.                                       No Merger. 
Landlord, Tenant and Beneficiary agree that unless Beneficiary otherwise
consents in writing, Landlord’s estate in and to the Property and the leasehold
estate created by the Lease shall not merge but shall remain separate and
distinct, notwithstanding the union of the estates either in Landlord or Tenant
or any third party by purchase, assignment or otherwise.


 


7.                                       Notice.  All
notices and other communications to be made hereunder shall be in writing and
shall be delivered to the addresses set forth below by any of the following
means: (a) personal service or receipted courier service; (b) telecopying (if
confirmed in writing sent by the methods specified in clauses (a), (c) or (d)
of this Section), (c) registered or certified first class mail, return receipt
requested, or (d) nationally-recognized overnight delivery service.  Such addresses may be changed by notice to
the other parties given in the same manner as provided above.  Any notice or other communication sent
pursuant to clause (a) or (b) hereof shall be


 


E-3

















 


deemed
received upon such personal service or upon dispatch by electronic means, if
sent pursuant to subsection (c) shall be deemed received five (5) days
following deposit in the mail and/or (d) if sent pursuant to subsection (d)
shall be deemed received the next succeeding business day following deposit
with such nationally recognized overnight delivery service.


 


	
  To Beneficiary:

  	
   

  	
  Deutsche Bank Trust
  Company Americas

  
	
   

  	
   

  	
  200 Crescent Court, Suite
  550

  
	
   

  	
   

  	
  Dallas, Texas 75201

  
	
   

  	
   

  	
  Attention: Ms. Linda Davis

  
	
   

  	
   

  	
  Telecopier: 214-740-7904

  
	
   

  	
   

  	
   

  
	
  To Landlord:

  	
   

  	
  c/o Corporate Office
  Properties, L.P.

  
	
   

  	
   

  	
  8815 Centre Park Drive,
  Suite 400

  
	
   

  	
   

  	
  Columbia, Maryland 21045

  
	
   

  	
   

  	
  Telecopier: 410-992-7534

  
	
   

  	
   

  	
   

  
	
  To Tenant:

  	
   

  	
  TESSCO TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  375 West Padonia Road

  
	
   

  	
   

  	
  Timonium, Maryland 21093

  
	
   

  	
   

  	
  Attention: Finance Team

  
	
   

  	
   

  	
  Telecopier:                          

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Neuberger, Quinn, Gielen,
  Rubin & Gibber, P.A.

  
	
   

  	
   

  	
  One South Street, 27th
  Floor

  
	
   

  	
   

  	
  Baltimore, Maryland
  21202-3282

  
	
   

  	
   

  	
  Attn:  Richard Rubin

  
	
   

  	
   

  	
  Telecopier:  (410) 332-8562.

  



 


 


8.                                       Miscellaneous.


 


8.1.                              This Agreement supersedes any inconsistent
provision of the Lease.


 


8.2.                              Nothing contained in this Agreement shall be
construed to derogate from or in any way impair or affect the lien and charge
of the Mortgage.


 


8.3.                              This Agreement shall inure to the benefit of
the parties hereto, their respective successors and permitted assigns; provided
however, that in the event of the assignment or transfer of the interest of
Beneficiary, all obligations and liabilities of Beneficiary under this
Agreement shall terminate, and thereupon all such obligations and liabilities
shall be the responsibility of the party to whom Beneficiary’s interest is
assigned or transferred.  The interest
of Tenant under this Agreement may be assigned or transferred in connection
with a permitted assignment or transfer of Tenant’s interest under the Lease.


 


8.4.                              This Agreement is the whole and only
agreement with regard to the subjection and subordination of the Lease and the
leasehold estate created thereby, together with all rights and privileges of
Tenant thereunder, to the lien or charge of the Mortgage and all related loan
and security documents and shall supersede and cancel, but only insofar as
would affect the priority between the Lease and the Mortgage, any prior
agreements as to such subjection or subordination, including, but not limited
to, those provisions contained in the Lease which provide for the subjection or
subordination of the Lease and the leasehold estate created thereby to a
mortgage or mortgages.


 


8.5.                              This Agreement may be executed in any number
of counterparts, each of which when so executed and delivered shall be deemed
to be an original and all of which counterparts taken together shall constitute
but one and the same instrument. 
Signature and acknowledgments pages may be detached from the
counterparts and attached to a single copy of this Agreement to physically form
one document, which may be recorded.


 


E-4

















 


8.6.                              This Agreement may not be modified orally or
in any manner other than by agreement in writing signed by the parties hereto
or their respective successors in interest.


 


8.7.                              If any legal action or proceeding is
commenced to interpret or enforce the terms of, or obligations arising out of,
this Agreement, or to recover damages for the breach thereof, the party
prevailing in any such action or proceeding shall be entitled to recover from
the non-prevailing party all reasonable attorney’s fees, costs and expenses
incurred by the prevailing party.


 


8.8.                              This Agreement shall be governed by and
construed in accordance with the laws of the State in which the Property is
located.


 


 


IN WITNESS WHEREOF, the parties have executed this Subordination,
Non-Disturbance and Attornment Agreement as of
                              ,
2003.


 


NOTICE: THIS SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT CONTAINS PROVISIONS WHICH ALLOW THE PERSON OBLIGATED ON THE LEASE TO
OBTAIN A LOAN, A PORTION OF WHICH MAY BE EXPENDED FOR OTHER PURPOSES THAN
IMPROVEMENT OF THE PROPERTY.


IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS
SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT, THE PARTIES CONSULT
WITH THEIR ATTORNEYS WITH RESPECT THERETO.


 


	
  BENEFICIARY:

  	
   

  	
  DEUTSCHE BANK TRUST
  COMPANY AMERICAS,

  
	
   

  	
   

  	
  a New York banking
  corporation

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  TENANT:

  	
   

  	
  TESSCO TECHNOLOGIES, INC.

  
	
   

  	
   

  	
  a 

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  LANDLORD:

  	
   

  	
  ATRIUM BUILDING, LLC

  
	
   

  	
   

  	
  a Maryland limited
  liability company

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
									



 


E-5

















 


ACKNOWLEDGMENTS


 


STATE OF
                  ,
CITY/COUNTY OF
                  ,
TO WIT:


 


I HEREBY CERTIFY that on this
          day of
                                    ,
2003, before me, the subscriber, a Notary Public of the State and City/County
aforesaid, personally appeared
                                                      ,
known to me or satisfactorily proven to be the individual whose name is
subscribed above, who acknowledged himself/herself to be the
                  
of DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation, and
that he/she, as such
                  ,
being authorized so to do, executed the foregoing instrument on behalf of such
Corporation by signing the name of such Corporation by himself/herself as such
                  .


 


WITNESS, my Hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  



 


STATE OF
                      ,
CITY/COUNTY OF
                      ,
TO WIT:


 


                                                I HEREBY CERTIFY that on this
         day of
                                            ,
2003, before me, the subscriber, a Notary Public of the State and City/County
aforesaid, personally appeared
                                            ,
known to me or satisfactorily proven to be the individual whose name is
subscribed above, who acknowledged himself/herself to be the
                      
of TESSCO TECHNOLOGIES, INC., a
                      
corporation, and that he/she, as such
                      ,
being authorized so to do, executed the foregoing instrument on behalf of such
Corporation by signing the name of such Corporation by himself/herself as such
                      .


 


WITNESS, my Hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  



 


STATE OF MARYLAND, COUNTY OF HOWARD, TO WIT:


 


I HEREBY CERTIFY that on this        day
of
                         ,
2003, before me, the subscriber, a Notary Public of the State and City/County
aforesaid, personally appeared ROGER A. WAESCHE, JR., known to me or
satisfactorily proven to be the individual whose name is subscribed above, who
acknowledged himself to be the Senior Vice President of ATRIUM BUILDING, LLC, a
Maryland limited liability company, as such Senior Vice President, being
authorized so to do, executed the foregoing instrument on behalf of such
limited liability company by signing the name of such limited liability company
by himself as such Senior Vice President.


 


WITNESS, my Hand and Notarial Seal.


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Notary Public

  	
   

  
	
   

  	
   

  	
   

  
	
  My Commission Expires:

  	
   

  	
   

  



 


E-6

















 


EXHIBIT A


THE PROPERTY


 


E-7

















 


EXHIBIT B


DESCRIPTION OF PREMISES AND LEASE DOCUMENTS


 


THE LEASE


 


Lease dated
           between ATRIUM
BUILDING, LLC as landlord and TESSCO TECHNOLOGIES, INC. as tenant, and all
amendments thereto.


 


THE PREMISES


 


Suite 100 in the Building.


 


E-8

















 


EXHIBIT “F”


to Agreement of Lease by and between


ATRIUM BUILDING, LLC, Landlord


and TESSCO TECHNOLOGIES, INC., Tenant


 


Building Expense Exclusions


 


The following expenses
should be excluded from Building Expenses:


 


(i)                                     Costs
attributable to seeking and obtaining new tenants as well as retaining existing
tenants, such as advertising, brokerage commissions, architectural,
engineering, attorney’s fees not incurred in connection with the normal
operation of the Building, capital renovations and improvements;


 


(ii)                                  Costs
attributable to enforcing leases against tenants in the Building, such as
attorney’s fees, court costs, adverse judgments, and similar expenses;


 


(iii)                               Costs
that are reimbursable to the Landlord by tenants as a result of provisions
contained in their specific lease, such as excessive use of utilities;


 


(iv)                              Costs
for alteration and additions that are in the nature of capital improvements,
unless amortized in accordance with Section 11 of the Lease;


 


(v)                                 Depreciation
and amortization of debt;


 


(vi)                              Costs
incurred due to violation by the Landlord of any of the terms and conditions of
any leases in the Building;


 


(vii)                           Profit
paid to subsidiaries or affiliates of the Landlord for management services or materials
to the extent that the cost of those items would not have been paid had the
services and materials been provided by unaffiliated parties on a competitive
basis;


 


(viii)                        Interest
on any mortgages of the Landlord and rental under any ground or underlying
leases;


 


(ix)                                Any
compensation paid to clerks, attendants or other persons in commercial
concessions operated by the Landlord;


 


(x)                                   Rentals
and other related expenses incurred in leasing air conditioning systems,
elevators, or other equipment ordinarily considered to be of a capital nature,
except equipment used in providing janitorial services not affixed to the
building, and except when needed in connection with normal repairs and
maintenance of the Building;


 


(xi)                                All
items and services for which tenants reimburse the Landlord or pay third
persons or which the Landlord provides selectively to one or more tenants
without reimbursement;


 


(xii)                             Advertising
and promotional expenditures unless part of a specific marketing plan agreed
upon by the Tenant;


 


(xiii)                          Repairs
and other work occasioned by fire, windstorm or other casualty that the
Landlord is reimbursed by insurance that was required to be carried under the
Lease or for which the Landlord would have been reimbursed had such required
insurance been carried;


 


(xiv)                         Cost
incurred in operating and maintaining the Building’s parking facilities if the
Landlord charges for parking, or alternatively, uses the income from the
parking facility as a credit against operating expenses;


 


(xv)                            Any
costs, fines or penalties incurred due to violations by Landlord of any
governmental rule or authority;


 


(xvi)                         Costs for
sculpture, paintings or other objects of art;


 


(xvii)                      Wages,
salaries or other compensation paid to any executive employee above the grade
of Property Manager;


 


(xviii)                   The cost of
correcting any code violations by the Landlord or in the Building to the extent
such codes are in effect prior to the Commencement Date;


 


(xix)                           Costs
attributable to repairing items that are covered by warranties; and


 


(xx)                              Repairs
and maintenance performed in a tenant’s exclusive space and not in the common
areas.