Exhibit
10.12


LEASE
AGREEMENT


Between


WU/LH 500 AMERICAN L.L.C.,

as Landlord


- and -


COTY US LLC,

as Tenant





TABLE
OF CONTENTS


	
  

 	
  

 
	
 ARTICLE 1. DEFINITIONS

 	
 1

 
	
  

 	
  

 
	
 ARTICLE 2. GRANTING CLAUSE

 	
 6

 
	
  

 	
  

 
	
 ARTICLE 3. POSSESSION AND CONSTRUCTION

 	
 6

 
	
  

 	
  

 
	
 ARTICLE 4. TENANT PAYMENTS

 	
 8

 
	
  

 	
  

 
	
 ARTICLE 5. TENANT’S WORK

 	
 15

 
	
  

 	
  

 
	
 ARTICLE 6. USE OF THE PREMISES

 	
 20

 
	
  

 	
  

 
	
 ARTICLE 7. COMMON FACILITIES

 	
 22

 
	
  

 	
  

 
	
 ARTICLE 8. UTILITIES

 	
 22

 
	
  

 	
  

 
	
 ARTICLE 9. LIENS

 	
 25

 
	
  

 	
  

 
	
 ARTICLE 10. MAINTENANCE, REPAIR AND ALTERATIONS

 	
 25

 
	
  

 	
  

 
	
 ARTICLE 11. ENTRY, INSPECTION, POSTING AND DISPLAY

 	
 29

 
	
  

 	
  

 
	
 ARTICLE 12. LAWS AND INSURANCE STANDARDS

 	
 30

 
	
  

 	
  

 
	
 ARTICLE 13. INDEMNIFICATION OF LANDLORD AND LIABILITY INSURANCE

 	
  

 
	
  

 	
 30

 
	
 ARTICLE 14. FIRE INSURANCE, DAMAGE AND DESTRUCTION

 	
 33

 
	
  

 	
  

 
	
 ARTICLE 15. EMINENT DOMAIN

 	
 37

 













	
  

 	
  

 
	
 ARTICLE 16. FINANCIAL INFORMATION; STATEMENT OF TENANT; AMENDMENT TO
 LEASE

 	
 39

 
	
  

 	
  

 
	
 ARTICLE 17. ASSIGNMENT, SUBLETTING AND HYPOTHECATION OF LEASE

 	
 40

 
	
  

 	
  

 
	
 ARTICLE 18. INTENTIONALLY DELETED

 	
 49

 
	
  

 	
  

 
	
 ARTICLE 19. SURRENDER OF PREMISES

 	
 50

 
	
  

 	
  

 
	
 ARTICLE 20. HOLDOVER BY TENANT

 	
 50

 
	
  

 	
  

 
	
 ARTICLE 21. ADDITIONAL CONSTRUCTION

 	
 51

 
	
  

 	
  

 
	
 ARTICLE 22. DEFAULT; REMEDIES

 	
 51

 
	
  

 	
  

 
	
 ARTICLE 23. NO WAIVER

 	
 56

 
	
  

 	
  

 
	
 ARTICLE 24. NOTICES

 	
 56

 
	
  

 	
  

 
	
 ARTICLE 25. SUBORDINATION AND ATTORNMENT

 	
 57

 
	
  

 	
  

 
	
 ARTICLE 26. HAZARDOUS MATERIALS

 	
 58

 
	
  

 	
  

 
	
 ARTICLE 27. MISCELLANEOUS PROVISIONS

 	
 62

 
	
  

 	
  

 
	
 ARTICLE 28. INTENTIONALLY DELETED

 	
 65

 
	
  

 	
  

 
	
 ARTICLE 29. TENANT’S RENEWAL OPTION

 	
 65

 



EXHIBITS


	
  

 	
  

 
	
  

 	
 Exhibit “A” Site Plan

 
	
  

 	
 Exhibit “B” Rules and
 Regulations

 
	
  

 	
 Exhibit “C” Hancock SNDA

 


2










Exhibit “D” Tenant Move-In and Lease Renewal
Environmental Questionnaire


	
  

 	
  

 	
  

 
	
  

 	
 Exhibit “E”

 	
 Tenant Move-Out Environmental Questionnaire

 
	
  

 	
 Exhibit “F”

 	
 Initial Tenant’s Work Schematic

 
	
  

 	
 Exhibit “G”

 	
 Tenant’s Parking Work Plan

 


3






LEASE
AGREEMENT


          INDENTURE
made this 14th day of August, 2012, by and between WU/LH 500 AMERICAN
L.L.C., a Delaware limited liability company, with offices c/o Lighthouse
Real Estate Management, 60 Hempstead Avenue, Suite 718, West Hempstead, NY
11552, hereinafter referred to as “Landlord”, and Coty US LLC, a
Delaware limited liability company having an office and principal place of
business at 410 American Road, Morris Plains, New Jersey 07950 hereinafter
referred to as “Tenant”.  


WITNESSETH:


ARTICLE
1. DEFINITIONS


          Section
1.1. Additional Rent. In addition to the Minimum Rent, all other
payments to be made by Tenant to Landlord, shall be deemed to be additional
rent hereunder whether or not the same be designated as such (such amounts as
may become due, collectively, “Additional Rent”); and, except for payments on
account of Complex Operating Costs and Real Estate Taxes (which shall be due
and payable at the same time as Minimum Rent) shall be due and payable within
thirty (30) days following demand. Landlord shall have the same remedies for
failure to pay Additional Rent as for a nonpayment of Minimum Rent. All
payments required to be made by Tenant to Landlord pursuant to this Lease shall
be delivered to the office of the Landlord at the address set forth on the
first page of this Lease (or at such place or places as Landlord may from time
to time designate by notice to Tenant), and except as expressly set forth in
this Lease, all such payments shall be made without prior demand for same. 


          Section
1.2. Commencement Date / Expiration Date. A. As used herein,
“Commencement Date” shall mean the later to occur of (i) October 1, 2012, and
(ii) the date on which Landlord delivers both vacant possession of the Demised
Premises to Tenant, free of any tenancies (other than this Lease) and in the
condition otherwise required hereunder and a fully-executed counterpart of the
Hancock SNDA (as defined in Section 25.4 of this Lease), and “Expiration Date”
shall mean the last day of the calendar month in which the day immediately
preceding the sixteen (16) year, seven (7) month anniversary of the
Commencement Date shall occur, unless the Lease Term shall sooner terminate
pursuant to any of the terms, covenants or conditions of this Lease or pursuant
to law or be extended as provided in Article 29 of this Lease. 


          B.
Notwithstanding anything in this Lease to the contrary, in the event that the
Commencement Date shall not occur on or prior to December 31, 2012 (said date,
as same may be extended pursuant to the following provisions of this Subsection
B, referred to as the “Final Delivery Deadline”), then, as Tenant’s sole
remedy, Tenant shall have a single option (“Tenant’s Single Cancellation
Option”) to cancel this Lease and the Lease Term by giving notice 





(“Tenant’s
Cancellation Notice”) to Landlord of such cancellation on or prior to the
date which is five (5) business days immediately following the Final Delivery
Deadline. Time is of the essence with respect to the exercise by Tenant of such
Tenant’s Single Cancellation Option. Upon the giving of such Tenant’s
Cancellation Notice described in this Subsection B, this Lease and the Lease
Term shall expire and come to an end as of the date twenty (20) days next
following the giving of such Tenant’s Cancellation Notice, unless prior to the
expiration of said twenty (20) day period, Landlord shall cause the conditions
precedent to the Commencement Date to be satisfied. As of the termination of
this Lease, any prepaid Minimum Rent, payments on account of Real Estate Taxes
or Complex Operating Costs shall be promptly returned to Tenant, and Landlord
and Tenant shall be released and discharged of and from any and all liability
under the provisions of this Lease. If Tenant shall fail to give timely
Tenant’s Cancellation Notice exercising Tenant’s Single Cancellation Option,
then Tenant’s Single Cancellation Option shall be of no further force or
effect. The Final Delivery Deadline set forth above in this Subsection B shall
be extended by a period, if any, equal to the aggregate of: (x) the number of
days, if any, of delay or delays occasioned by reason of Tenant’s delays in
supplying information or materials to be supplied by Tenant pursuant to the
terms of this Lease, or in giving authorizations or by reason of any similar
acts or omissions of Tenant; plus (y) the number of days, if any (not to exceed
thirty (30) days in the aggregate), of delay or delays occasioned by reason of
strikes or other labor disputes, fire or other casualty (or reasonable delays
in adjustment of insurance), accidents, requirements of law, or by any other
cause beyond Landlord’s reasonable control, whether or not such other cause
shall be similar in nature to those hereinbefore enumerated. Landlord shall
give Tenant prompt notice of any events or delays which shall trigger
Landlord’s right to extend the Final Delivery Deadline; however, failure to
give such notice shall not prohibit the extension of said date by Landlord for
the reasons set forth above. 


          C.
If requested by either party, Landlord and Tenant each agrees, upon such
request, to promptly execute, acknowledge and deliver to the requesting party,
an instrument, in form reasonably satisfactory to Landlord and Tenant, setting
forth said Commencement Date, the Rent Commencement Date (as hereinafter
defined), the Initial Rent Period Expiration Date (as hereinafter defined) and
the Expiration Date. 


          D.
Notwithstanding anything to the contrary in this Lease, if Tenant desires,
prior to the Commencement Date, to enter the Demised Premises solely for the
purposes of inspecting the Demised Premises and taking measurements to assist
in the preparation of architectural, engineering and or interior design plans
(collectively, “Tenant’s Preparation Work”), Landlord shall afford access to
the Demised Premises to Tenant at such time as Landlord shall reasonably
determine. Any access to the Demised Premises by Tenant as set forth in this
Subsection D shall be deemed to be under all of the terms, covenants and
conditions of this Lease, all as if the Lease Term had already commenced, it
being understood, however, that Tenant shall have no obligation to pay any
Minimum Rent or payments on account of Complex Operating Costs or Real Estate
Taxes with respect to such period of access prior to the Commencement Date. 


          Section
1.3. Common Facilities. As used herein shall mean all facilities
furnished in the Industrial Center (as defined herein) and designated for the
general use, in 


2





common, of all
occupants of the Industrial Center, including the Tenant hereunder, its
officers, agents, employees and customers. Common Facilities shall include, but
are not limited to, such designated parking areas, streets, sidewalks,
canopies, roadways, washrooms, shelter, ramps, landscaped areas and other
similar facilities. 


          Section
1.4. Demised Premises. As used herein shall mean approximately
98,169 aggregate square feet comprising the entire building commonly known as
500 American Road, Morris Plains, New Jersey (the “Building”), designated as
Building 5 on Exhibit A attached hereto and made a part hereof.  


          Section
1.5. Industrial Center. As used herein, the Industrial Center
shall mean the land depicted on Exhibit A attached hereto and by this reference
incorporated herein and the Building and all related Common Facilities located
thereon, less any deletion by Landlord pursuant to Section 21.1 of this Lease,
plus such additions and extensions as Landlord may from time to time designate
as included with the Industrial Center pursuant said Section 21.1. Exhibit A
 embodies the outline of the Industrial Center as of the date hereof. Landlord
may amend Exhibit A from time to time to reflect such additions, deletions
and/or extensions.  


          Section 1.6. Lease Term. The
Lease Term shall be sixteen (16) full Lease
Years and seven (7) additional months, commencing on the Commencement Date, and
ending, unless sooner terminated pursuant to any of the terms, covenants or
conditions of the Lease or pursuant to law, or extended as hereinafter
provided, at midnight on the Expiration Date. 


          Section
1.7. Lease Year. Shall mean each period of twelve (12)
consecutive months during the Lease Term commencing on the Commencement Date,
except that the first Lease Year shall be extended by the number of days, if
any, required for said first Lease Year to end on the last day of a calendar
month. For example, if the Commencement Date is September 15, 2012, the first
Lease Year shall commence upon such date, the second Lease Year shall commence
upon October 1, 2013 and so on. 


          Section
1.8. Minimum Rent. 


          A.
The annual Minimum Rent shall commence upon the Commencement Date and for and
during the period commencing on the Commencement Date and ending on the last
day of the calendar month in which the day immediately preceding the two (2)
year, six (6) month anniversary of the Commencement Date shall occur (such
date, the “Initial Rent Period Expiration Date”), shall be Nine Hundred
Fifty-Six Thousand One Hundred Sixty-Six and 06/100 Dollars ($956,166.06) per
annum or Seventy-Nine Thousand Six Hundred Eighty and 51/100 Dollars
($79,680.51) per month. The sum of Seventy-Nine Thousand Six Hundred Eighty and
51/100 Dollars ($79,680.51), representing the installment of Minimum Rent for
the first (1st) full calendar month of the Lease Term after the expiration of
the Rent Holiday Period (as hereinafter defined), is due and payable at the
time of the execution and delivery of this Lease. In the event that the Rent
Commencement Date (as hereinafter defined) shall occur on a date other than the
first (1st) day of any calendar month, Tenant shall pay to Landlord, on the
first (1st) day of the month next succeeding the month during which the Rent 


3





Commencement
Date shall occur, a sum equal to the pro-rata amount applicable to the period
from the Rent Commencement Date to the last day of the calendar month in which
the Rent Commencement Date shall occur. Such payment, together with the sum
paid by Tenant upon the execution of this Lease, shall constitute payment of
the Minimum Rent for the period from the Rent Commencement Date to and
including the last day of the next succeeding calendar month. 


          B.
Commencing on the day immediately following the Initial Rent Period Expiration
Date (such day, the “CPI Increase Date”) and thereafter upon each anniversary
of the CPI Increase Date during the Lease Term and any renewal or extension
thereof pursuant to Article 29, the Minimum Rent for the twelve month period
commencing on the applicable CPI Increase Date shall be an amount equal to the
Minimum Rent for the immediately preceding twelve (12) month period increased
by the percentage increase (if any) in the “Consumer Price Index” for the
preceding twelve (12) month period measured from the first month of such prior
twelve (12) month period to the twelfth (12th) month of such prior
twelve (12) month period. The Minimum Rent, determined in accordance with this
Section 1.8 shall be payable in equal monthly installments, in advance, on the
first day of each month during the Lease Year then in effect, without set-off
or deduction except to the extent expressly provided in this Lease. As used
herein, “Consumer Price Index” shall mean the Consumer Price Index for Urban
Wage Earners and Clerical Workers based upon the New York-Northern New Jersey
area for All Group Commodities and Items (1985-87 = 100) seasonally adjusted as
published by the United States Department of Labor, Bureau of Labor Statistics,
or any replacement thereof. If the manner in which the Consumer Price Index is
determined by the Department of Labor shall be substantially revised, an
adjustment shall be made in such revised index which would have obtained if the
Consumer Price Index had not been so revised. If the current yearly average
shall no longer be used as an index of 100, such change shall constitute a substantial
revision. If the Consumer Price Index shall become unavailable to the public
because publication is discontinued, or otherwise, Landlord will substitute
therefor a comparable index based upon changes in the cost of living or
purchasing power of the consumer dollar published by any other governmental
agency or, if no such index shall then be available, a comparable index
published by a major bank or other financial institution or by a university or
a recognized financial publication shall be substituted. 


          C.
Provided Tenant is not then in default in the observance and performance of any
of the terms, covenants and conditions of this Lease on Tenant’s part to be
observed and performed beyond the notice and cure periods provided in this Lease,
Tenant shall be entitled to a conditional rent holiday and shall not be
required to pay any portion of the Minimum Rent with respect to the period (the
“Rent Holiday Period”) commencing on the Commencement Date and ending on the
date immediately preceding the eighteen (18) month anniversary of the
Commencement Date but during such period of eighteen (18) months Tenant shall
otherwise be required to comply with all of the other terms, covenants and
conditions of this Lease on Tenant’s part to be observed and performed. The
date next following the expiration of the Rent Holiday Period is referred to as
the “Rent Commencement Date”. The total amount of Minimum Rent abated pursuant
to this Subsection C is referred to as the “Conditionally Abated Rent”.
In the event that Tenant shall not be entitled to receive the rent 


4





holiday
described in this Subsection C by reason of a default beyond applicable notice
and cure periods by Tenant under the terms and conditions of this Lease on
Tenant’s part to be observed and performed, and in the further event that
Tenant shall subsequently cure such default (without any obligation of Landlord
to accept such cure after the expiration of any applicable notice and grace
periods set forth in Article 22 of this Lease), then, following the acceptance,
if any, by Landlord of such cure by Tenant, Tenant shall be entitled to receive
the rent holiday in accordance with, and subject to, the terms and provisions
of this Subsection C. 


          Section
1.9. Permitted Use. Tenant shall use the Demised Premises solely
for the purpose of cosmetic research and development and as a warehouse and
distribution facility for Tenant’s business and/or for general office purposes
(collectively, the “Permitted Use”) and for no other purposes whatsoever
without Landlord’s prior written consent, which shall not be unreasonably
withheld, conditioned or delayed. 


          Section
1.10. Real Estate Taxes. As used herein shall mean all real
estate taxes, assessments, water and sewer rents or charges and other
governmental impositions and charges of every kind and nature whatsoever,
extraordinary as well as ordinary, foreseen and unforeseen, and each and every
installment thereof, which shall or may during the Lease Term be assessed,
imposed, become due and payable or be levied by the lawful taxing authorities
against the Building hiding, or liens upon or arising in connection with the
use or occupancy or possession of, or becoming due or payable out of or for,
the Building, including all commercially reasonable costs and fees incurred by
Landlord in contesting same or in negotiating with the appropriate governmental
authorities as to same. If by law, any assessment of Real Estate Taxes may be
divided and paid in annual installments, then, for the purposes of calculating
Tenant’s obligations on account of Real Estate Taxes, (I) such assessment shall
be deemed to have been so divided, (II) such assessment shall be deemed payable
in the maximum number of annual installments permitted by law, and (III) there shall
be deemed included in Real Estate Taxes for each tax year the annual
installment of such assessment becoming a lien during such tax year, together
with interest payable during such tax year on such annual installment and on
all installments thereafter becoming due as provided by law, all as if such
assessment had been so divided. 


          Notwithstanding
the foregoing, nothing herein contained shall be construed to include as a Real
Estate Tax (1) any franchise, income, profit, sales, rental, use and occupancy
or other similar tax, (2) any interest or penalties incurred by Landlord, any
lessor under a superior lease or the holder of a mortgage as a result of
Landlord’s or such lessor’s or holder’s late payment of Real Estate Taxes (as
opposed to interest which may accrue as a result of the payment of Real Estate
Taxes in installments), (3) any transit, corporation, excise, gift, successor,
estate, inheritance or transfer taxes, and (4) mortgage recording or capital
stock taxes; provided, however, that, if at any time during the Lease Term the
methods of taxation prevailing at the commencement of the Lease Term shall be
altered so that in lieu of or as a substitute for the whole or any part of such
taxes now levied, assessed or imposed, there shall be levied, assessed or
imposed an income or other tax of whatever nature (including, without
limitation, any excise, transaction, sales or privilege tax on account of,
attributed to, or measured by rent or other charges payable by Tenant, or
levied by reason of the exclusive parking made available by Landlord to Tenant
in the Industrial Center), then the same shall be included in the computation 


5





of Real Estate
Taxes hereunder. As of the date hereof, the Demised Premises is separately
assessed for Real Estate Taxes. 


          Section
1.11. Tenant’s Pro-rata Share. As used herein, Tenant’s Pro-rata
Share shall mean (i) with respect to calculating Tenant’s obligations with
respect to Complex Operating Costs (as hereinafter defined), a fraction the
numerator of which shall be the gross rentable area of the Demised Premises and
the denominator of which shall be the gross rentable area of all buildings in
the Industrial Center (including, without limitation, the Building), expressed
as a percentage and (ii) with respect to calculating Tenant’s obligations with
respect to Real Estate Taxes, a fraction the numerator of which shall be the
gross rentable area of the Demised Premises and the denominator of which shall
be the gross rentable area of the Building, expressed as a percentage. As of
the Commencement Date, (x) Tenant’s Pro-rata Share with respect to Complex
Operating Cost shall be twenty-one (21%) percent and (y) Tenant’s Pro-rata
Share with respect to Real Estate Taxes shall be one hundred (100%) percent. Notwithstanding
the foregoing or anything contained in this Lease to the contrary, with respect
to calculating Tenant’s obligations with respect to Complex Operating Costs
that constitute Building Operating Costs (as such term is hereinafter defined),
Tenant’s Pro-rata shall mean 100%. 


ARTICLE
2. GRANTING CLAUSE


          Section
2.1. Lease of Demised Premises. In consideration of the
obligation of Tenant to pay rent as herein provided and in consideration of the
other terms, covenants and conditions hereof, Landlord hereby leases and rents
to Tenant, and Tenant hereby leases and rents from Landlord, the Demised
Premises TO HAVE AND TO HOLD said Demised Premises for the Lease Term. 


ARTICLE
3. POSSESSION AND CONSTRUCTION


          Section
3.1. Demise Includes Use of Common Facilities. The demise to
Tenant shall include, in addition to the Demised Premises, the right to the
nonexclusive use in common with others of the Common Facilities, subject,
however, to the terms and conditions of this Lease and to the rules and
regulations set forth in Exhibit B which is attached hereto and made a part
hereof.  


          Section
3.2. Quiet Enjoyment. So long as no Default shall exist, Tenant
shall peacefully and quietly have, hold and enjoy the Demised Premises and the
appurtenances thereunto appertaining throughout the Lease Term, subject,
however, to the provisions of this Lease, to all other agreements, conditions,
restrictions and encumbrances and mortgages to which this Lease is or may
become subject and subordinate. 


          Section
3.3. Industrial Center. Tenant acknowledges that Exhibit A
attached hereto is a site plan which generally depicts the layout of the
Industrial Center. 


          Section
3.4. No
Preparation of Demised Premises by Landlord. 


6





          A.
Tenant shall take possession of the Demised Premises on the Commencement Date
in the condition which shall exist as of the date hereof “as is”, and Landlord
shall have no obligation to alter, improve, decorate or otherwise prepare the
Demised Premises for Tenant’s occupancy, except that Landlord shall, at
Landlord’s sole cost and expense, deliver the Demised Premises broom clean. The
taking of possession of the Demised Premises by Tenant shall be deemed a
delivery of the Demised Premises by Landlord and an absolute and unconditional
acceptance of same by Tenant, without vitiating Landlord’s obligations under
Sections 10.1 and 14.3. 


          B.
The parties agree that Tenant shall be solely responsible for performing any
alteration or other work necessary or desired by Tenant for its occupancy of
the Demised Premises. 


          C.
Except as expressly provided in this Lease, Landlord has made no
representations, warranties or promises with respect to the Demised Premises,
or any fixtures, equipment or other property therein or to any matter related
thereto (whether express or implied) and Tenant acknowledges that it has not
relied upon any such representations, warranties or promises, whether from
Landlord or from any of Landlord’s employees, agents or representatives. ALL
IMPLIED WARRANTIES ARE EXCLUDED, INCLUDING IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS, IF ANY. Tenant waives any right to rescind this
Lease under the laws of the State of New Jersey on account of any claim that
Landlord has breached any such representations or warranties (whether express
or implied) and further waives any damages which may result from any lack of
completion of the Demised Premises. Notwithstanding the foregoing, the roof and
roof membrane of the Demised Premises shall be free of any leaks and in good
repair on the Commencement Date. 


          Section
3.5. Initial Tenant’s Work. Tenant shall perform all work
necessary to prepare the Demised Premises for Tenant’s occupancy (the “Initial
Tenant’s Work”) at its sole cost, expense and risk in accordance with the
provisions of this Lease, including without limitation Article 5 hereof;
provided, however, that Tenant shall make any changes in Tenant’s Initial Work
required by any governmental department or bureau having jurisdiction of the
Industrial Center. Landlord consents, in concept only, to the installation by
Tenant, of a mezzanine in the Demised Premises, with it understood that,
notwithstanding anything to the contrary contained in this Lease, Tenant, at
Tenant’s sole cost and expense shall be responsible for any structural work
(including without limitation, structural reinforcement or tie ins)
necessitated as a result of the construction of said mezzanine. Landlord hereby
agrees that neither Tenant’s construction of the mezzanine nor Tenant’s
performance of other alterations which do not increase the footprint nor the
height of the Building shall increase Tenant’s Pro-Rata Share. Furthermore,
Landlord has reviewed the schematic annexed to this Lease as Exhibit F and hereby
advises Tenant that no alterations shown on such schematic (or any changes in
such alterations which are substantially similar in scope, materials, and
location to those shown on Exhibit F) shall be deemed to be Specialty
Alterations which shall be required to be removed by Tenant upon the expiration
or sooner termination of the Lease. 


7






ARTICLE 4. TENANT PAYMENTS


          Section
4.1. Tenant’s
Obligations To Pay Minimum Rent and Other Charges. During the Lease Term,
Tenant shall pay to Landlord without any prior demand and without any deduction
or set-off whatsoever except as expressly provided in this Lease, Minimum Rent
in the manner hereinafter set forth. Tenant further covenants and agrees to
pay, as set forth below, Tenant’s Pro-rata Share of Complex Operating Costs and
Tenant’s Pro-rata Share of Real Estate Taxes, both of which are included within
the term “Additional Rent”. The obligations of Landlord and Tenant under the
provisions of this Article with respect to (i) the payment by Tenant of Minimum
Rent and Additional Rent, including, without limitation, any deficiencies with
respect to previous payments by Tenant on account of Tenant’s Pro-rata Share of
Complex Operating Costs or Tenant’s Pro-rata Share of Real Estate Taxes, or
(ii) any credit or payment to which Tenant may be entitled on account of such
aforesaid previous payments, shall survive the expiration or any sooner
termination of the Lease Term.


          Section
4.2. Intentionally
Omitted.


          Section
4.3. Intentionally
Omitted.


          Section
4.4. Tenant’s
Pro-rata Share of Complex Operating Costs. Commencing with the Commencement
Date, and continuing thereafter during the Lease Term, Tenant will pay to
Landlord, Tenant’s Pro-rata Share of Complex Operating Costs. Tenant’s Pro-rata
Share of Complex Operating costs shall be a monthly charge to be paid in advance,
on the first day of each month, without deduction or set-off, except as
expressly provided in this Lease. Tenant’s initial Pro-rata Share of Complex
Operating Costs shall be estimated by Landlord and the amount of such estimate
shall be furnished to Tenant on or about the Commencement Date. Within one
hundred twenty (120) days after the end of each Lease Year of the Lease Term,
Landlord will furnish to Tenant a statement (the “Operating Costs Statement”)
of the actual amount of Landlord’s Complex Operating Costs for the immediately
preceding Lease Year, Landlord’s estimate of Complex Operating Costs for the
then Lease Year and Tenant’s Pro-rata Share of Complex Operating Costs for the
then Lease Year. Landlord’s failure to render an Operating Costs Statement
shall not prejudice Landlord’s right to recover any sums due to Landlord
hereunder, nor shall it deprive Tenant of any credit or payment to which it
otherwise might be entitled hereunder with respect to such Lease Year; however,
Landlord shall submit an Operating Costs Statement reflecting the final,
non-estimated amount of Complex Operating Costs for each Lease Year within two
(2) years after the end of any such Lease Year, otherwise, Landlord shall be
precluded from thereafter collecting any sums as a result of increased Complex
Operating Costs with respect to such Lease Year. Tenant shall pay any
deficiency in Tenant’s Pro-rata Share of Complex Operating Costs with respect
to both the preceding Lease Year and the then Lease Year (as a result of any delay
in adjusting the monthly Tenant’s Pro-rata Share of Complex Operating Costs for
the then Lease Year) within thirty (30) days after Landlord gives the Operating
Costs Statement to Tenant. Tenant’s failure to object to any Operating Costs
Statement within a period of one hundred eighty (180) days after receipt
thereof shall constitute Tenant’s acquiescence with respect thereto and shall
render such


8




statement an account stated between Landlord
and Tenant. Landlord may increase the monthly payment of Tenant’s Pro-rata
Share of Complex Operating Costs to compensate for increased expenses,
including, but not limited to, snow removal during periods of unusual snow
fall, or, subject to the fifth (5th) sentence of this Section 4.4,
make retroactive adjustments to Tenant’s Pro-rata Share of Complex Operating
Costs in the event that errors are discovered with respect to such calculations
for past Lease Years. Landlord shall credit any excess payments made by Tenant
against the next regular installment of Tenant’s Pro-rata Share of Complex
Operating Costs. If this Lease shall expire before any such credit shall have
been fully applied, then Landlord shall refund to Tenant the unapplied balance
of such credit within thirty (30) days after the expiration of this Lease; provided,
however, that no Default then exists.


          The
term “Complex Operating Costs” shall mean the costs and expenses incurred by
Landlord in operating, maintaining, repairing and managing the Common
Facilities in a manner deemed by Landlord reasonable and appropriate and for
the best interest of the Industrial Center, including without limitation:


          (a)
All costs and expenses of operating, repairing, lighting, cleaning, painting,
striping, securing (including the cost of uniforms, equipment and all
employment taxes) and insuring (including the cost of liability insurance for
personal injury, umbrella coverage, death and property damage, insurance and
extended coverage against fire, theft or other casualty, worker’s compensation
insurance covering personnel, fidelity bonds for personnel, insurance against
liability for defamation and claims of false arrest occurring in or about the
Common Facilities, and plate glass insurance for glass exclusively serving the
Common Facilities) the Common Facilities;


          (b)
All costs and expenses of paying all personnel employed on a full or part-time
basis in the operation, maintenance or repair of the Common Facilities;


          (c)
All costs and expenses of removal of rubbish and debris from the Common
Facilities;


          (d)
All costs and expenses of regulating traffic in the Common Facilities;


          (e)
All costs and expenses of inspecting and depreciation (straight-line) on
machinery and equipment used in the operation and maintenance of the Common
Facilities and personal property taxes and other charges incurred in connection
with such equipment;


          (f)
All costs and expenses of the maintenance and replacement of paving, curbs,
walkways, drainage and lighting facilities in the Common Facilities;


          (g)
All costs and expenses of planting, replanting and replacing flowers, shrubbery
and planters in the Common Facilities and the supplies required therefor;


          (h)
The cost of all utilities, including the cost of standby water for fire
protection, used in connection with the operation of the Common Facilities;


9





          (i)
The cost of snow and ice removal from the Common Facilities;


          (j)
The cost of property management services incurred by Landlord in an amount equal
to five (5%) percent of Complex Operating Costs (with it understood that for
purposes of calculating an amount equal to 5% of Complex Operating Costs, the
cost of such property management services will be excluded from Complex
Operating Costs); and


          (k)
The cost of compliance with laws including, but not limited to, laws with
respect to energy management systems, affecting the Common Facilities and
enacted after the date of this Lease.


          In
addition, the term “Complex Operating Costs” shall be deemed to include the
costs and expenses incurred by Landlord (i) in making Landlord’s Repairs as set
forth in Section 10.1 of this Lease (including, without limitation, all costs
and expenses incurred by Landlord in the maintenance and replacement of the
built-up roof system and all items in connection therewith, including but not
limited to, flashing, expansion joints, pitch boxes, curbs, gutters, leaders
and skylights), with it understood that with respect to any repair which
Landlord is required to make pursuant to said Section 10.1 costing $50,000.00
or more, the cost thereof shall be amortized and included in Complex Operating
Costs over the useful life of the item in question, as reasonably determined by
Landlord and (ii) in maintaining and repairing all areas where Tenant is
granted exclusive parking rights herein (including the removal of snow and
ice), notwithstanding the fact that such costs and expenses are solely
attributable to the Building and to Tenant’s exclusive parking areas and not the
Common Facilities. The costs and expenses set forth in clauses (i) and (ii) of
this paragraph are referred to herein as the “Building Operating Costs.”
Pursuant to Section 1.11of this Lease, Tenant’s Pro-rata Share with respect to
calculating Tenant’s obligations with respect to Complex Operating Costs that
constitute Building Operating Costs shall be 100%.


          Notwithstanding
the foregoing or anything in this Lease to the contrary, in no event shall the
term “Complex Operating Costs” include any of the following costs and expenses:
(1) capital expenses, except as set forth in the following paragraph; (2)
depreciation and amortization; (3) principal and interest payments of mortgage
or other non-operating debts of Landlord; (4) costs of repairs to the extent
Landlord is reimbursed by insurance or condemnation proceeds or by warranty
coverage or by any tenant or occupant of the Industrial Center and costs of
repairs or replacements incurred by fire or other casualty or condemnation; (5)
costs of leasing space in the Industrial Center, including brokerage
commissions, marketing expenses, legal fees, lease concessions, rental
abatements and construction allowances (or costs of construction, as
applicable) on behalf of tenants or prospective tenants; (6) costs of lease
buy-outs; (7) costs of selling, financing or refinancing the Building or any
other buildings in the Industrial Center; (8) fines, penalties or interest
resulting from late payment of Real Estate Taxes or Complex Operating Costs;
(9) organizational expenses of creating or operating the entity that
constitutes Landlord or any affiliate of Landlord or any other owner of any
building in the Industrial Center; (10) damages paid to Tenant hereunder or to
other tenants of the Industrial Center under their respective leases; (11) Real
Estate Taxes; (12) rental under any superior lease or any ground or


10





underlying lease; (13) legal and other
professional fees not allocated to the operation or management of the Common
Facilities and legal and other professional fees allocable to disputes with, or
preparation of leases for, tenants and prospective tenants; (14) interest and
penalties paid or incurred as a result of Landlord’s failure to comply with
laws; (15) costs incurred in operating any sign or other similar device
designed principally for advertising or promotion to the extent that Landlord
leases or licenses to a third parly such sign or device, or the portion of the
Industrial Center where such sign or device is installed; (16) the cost of any
judgment, settlement, or arbitration award resulting from any liability of
Landlord, any affiliate of Landlord or any other owner of any building in the
Industrial Center and all expenses incurred in connection therewith; (17)
amounts payable by Landlord, any affiliate of Landlord or any other owner of
any building in the Industrial Center for withdrawal liability or unfunded
pension liability to a multi-employer pension plan (under Title IV of the
Employee Retirement Income Security Act of 1974, as amended); (18) costs
incurred by Landlord which result from Landlord’s breach of this Lease or
Landlord’s negligence or willful misconduct in excess of the costs that
Landlord would have incurred in the absence of such breach of this Lease,
negligence or willful misconduct; (19) costs associated with the construction,
installation, repair or operation of any conference center, luncheon club,
athletic facility, child care facility, auditorium, cafeteria, or any other
similar specialty facility (unless offered as an amenity to all tenants of the
Industrial Center); (20) costs that Landlord incurs in operating an ancillary
service in the Industrial Center in respect of which users pay a separate
charge (such as a shoe shine stand, a newsstand, a stationery store or a parking
facility); (21) costs that are duplicative of any other cost that is included
in Complex Operating Costs; (22) costs incurred in connection with the
acquisition or sale of air rights, transferable development rights, easements
or other real property interests; (23) costs incurred in connection with
constructing additional space in the Industrial Center; (24) contributions that
Landlord pays voluntarily to civic organizations, charities, political parties
or political action committees; (25) the costs of purchasing and insuring fine
art, (26) salaries and benefits for officers, employees and executives above
the grade of a building manager, (27) reserves of any kind, except as set forth
in the clause (f) above; (28) costs incurred in the removal, abatement or other
treatment of any asbestos or other Hazardous Materials present in the Building
or the Common Facilities as of the date hereof; and (29) any costs or expenses
attributable to any buildings in the Industrial Center other than the Building
and/or attributable to any parking serving such buildings and/or attributable
to any tenants or occupants of such buildings.


          Notwithstanding
anything to the contrary contained in this Lease, the term “Complex Operating
Costs” shall include the cost of alterations, repairs, replacements and/or
improvements, whether structural or non-structural, and all tools and equipment
related thereto, whether leased or purchased; provided that if in
accordance with generally accepted accounting principles (consistently applied)
any of the costs referred to in this paragraph are required to be capitalized, then
such costs shall not be included in Complex Operating Costs unless
they (I) are required by any law enacted or first applicable after the date of
this Lease (whether such law so enacted or first applicable is a new
requirement or a modification of an existing law), or (II) are intended to
reduce expenses that would otherwise be included in Complex Operating Costs, in
which event the cost of such capital improvement or item satisfying the
requirements hereof shall be amortized or depreciated and included in Complex
Operating Costs over the useful life of the 



11





item in question, as reasonably determined by
Landlord, together with interest thereon at an annual rate equal to the Prime
Rate plus two percent (2%).


          Tenant
or its usual auditors of its normal books and records (provided same are
certified public accountants) in each case at Tenant’s expense, shall have the
right to examine those portions of Landlord’s records (the “Records”) which are
reasonably required to verify the accuracy of any amounts shown on any
Operating Costs Statement provided Tenant shall notify Landlord of its desire
to so examine such records within one hundred eighty (180) days next following
rendition to Tenant of such Operating Costs Statement. Upon Tenant’s timely
request, Landlord shall make such Records available and any such examination
shall be conducted at the office of Landlord’s accountants or at such other
reasonable place designated by Landlord during normal office hours. Tenant
acknowledges and agrees that not more than three (3) of its employees or three
(3) persons employed by such auditors shall be entitled to entry to the offices
of Landlord at any one time for the purposes of such review and inspection.
Tenant hereby recognizes the confidential, privileged and proprietary nature of
such Records and the information and data contained therein, as well as any
compromise, settlement or adjustment reached between Landlord and Tenant
relating to the results of such examination, and Tenant covenants and agrees
for itself, and its employees, agents and representatives (including, but not
limited to, such auditors, and any attorneys or consultants retained by Tenant
as hereinafter provided), that such books, Records, information, data,
compromise, settlement and adjustment will be held in the strictest confidence
and not be divulged, disclosed or revealed to any other person except (x) to
the extent required by law, court order or directive of any governmental
authority or (y) to such auditors or any attorneys retained by Tenant or
consultants retained by Tenant in connection with any action or proceeding
between Landlord and Tenant as to Complex Operating Costs or any Operating Costs
Statement and no examination of any such Records shall be permitted unless and
until such auditors, attorneys and consultants affirmatively agree and consent
to be bound by the provisions of this Section 4.4. Tenant agrees that the
foregoing provisions of this Section 4.4 are of material importance to Landlord
and that any violation thereof shall result in immediate harm to Landlord and
Landlord shall have all rights allowed by law or equity if Tenant, its
employees, agents, and representatives (including, but not limited to, such
auditors, attorneys or consultants) violate the terms of this Section 4.4.
Tenant shall indemnify and hold Landlord harmless of and from all loss, cost,
damage, liability and expense (including, but not limited to reasonable counsel
fees and disbursements) arising from a breach of the foregoing obligations of
Tenant or any of its employees, agents and representatives (including but not
limited to, such auditors, attorneys or consultants). This obligation of Tenant
and its employees, agents and representatives (including, but not limited to,
any such auditors, attorneys or consultants) shall survive the expiration or
sooner term of the Lease Term.


          In
the event that Tenant, after having reasonable opportunity to examine the
Records (but in no event more than ninety (90) days from the date on which the
Records are made available to Tenant), shall disagree with the applicable
Operating Costs Statement, then Tenant may send a written notice (“Tenant’s
Statement”) to Landlord of such disagreement, specifying in reasonable
detail the basis for Tenant’s disagreement and the specific amount which Tenant
believes is due. If Tenant fails to send Tenant’s Statement to Landlord within
such


12





ninety (90) day period, then the Operating
Costs Statement shall be conclusive and binding upon Tenant. In all instances,
Tenant, pending the resolution of any contest pursuant to the terms hereof,
shall continue to pay all sums as determined to be due in the first instance by
such Operating Costs Statement at the time the same are otherwise due and
payable under the provisions in this Lease, subject to adjustment upon the
resolution of any dispute pursuant to the last sentence of this paragraph.
Landlord and Tenant shall attempt to resolve such disagreement. If they are
unable to do so within thirty (30) days following delivery of Tenant’s
Statement, and provided that the amount of the payment Tenant claims is
due varies from the amount of the payment Landlord claims is due by more than
five percent (5%), then Landlord and Tenant shall agree upon a certified public
accountant (the “Arbiter”) whose determination made in accordance with
this paragraph shall be binding upon the parties; it being understood that if
the amount of the payment Tenant claims is due does not vary from the amount of
the payment Landlord claims is due by more than five percent (5%), then Tenant
shall have no right to protest such amount and shall pay the amount that
Landlord claims is due to the extent not theretofore paid. The cost of the
Arbiter shall be borne equally by Landlord and Tenant. The Arbiter shall be a
member of an independent certified public accounting firm having at least three
(3) accounting professionals and having at least fifteen (15) years of
experience in commercial real estate accounting. In the event that Landlord and
Tenant shall be unable to agree upon the designation of the Arbiter within
thirty (30) days after receipt of notice from the other party requesting
agreement as to the designation of the Arbiter, which notice shall contain the
names and addresses of two or more certified public accountants who are
acceptable to the party sending such notice (any one of whom, if acceptable to
the party receiving such notice as shall be evidenced by notice given by the
receiving party to the other party within such thirty (30) day period, shall be
the agreed upon Arbiter), then either party shall have the right to request the
American Arbitration Association (the “AAA”) (or any organization which
is the successor thereto) to designate as the Arbiter a certified public
accountant whose determination made in accordance with this paragraph shall be
conclusive and binding upon the parties, and the cost charged by the AAA (or
any organization which is the successor thereto), for designating such Arbiter,
shall be shared equally by Landlord and Tenant. The Arbiter shall determine the
issue and render its decision as promptly as practicable choosing either
Landlord’s or Tenant’s determination as to the amount of Tenant’s Pro-Rata
Share of Complex Operating Costs due and payable to Landlord. Landlord and
Tenant hereby agree that any determination made by an Arbiter designated
pursuant to this paragraph shall not exceed the amount(s) as determined to be
due in the first instance by the Operating Costs Statement, nor shall such
determination be less than the amount(s) claimed to be due by Tenant in
Tenant’s Statement, and that any determination which does not comply with the
foregoing shall be null and void and not binding on the parties. In rendering
such determination such Arbiter shall not add to, subtract from or otherwise
modify the provisions of this Lease, including the immediately preceding
sentence. Upon the resolution of such contest, any suitable adjustments to the amounts
due on account of Tenant’s Pro-Rata Share of Complex Operating Costs shall be
made, with any appropriate refund to be made by Landlord to Tenant within
thirty (30) days after the resolution of such contest if required thereby.


          Section
4.5. Net
Lease. It is the intention of the parties that the rent payable hereunder
shall be absolutely net to Landlord, so that this Lease shall yield to Landlord
the net


13





annual basic minimum rent specified herein
during the term of this Lease, and that all costs, expenses and obligations of
every kind and nature whatsoever relating to the Demised Premises shall be paid
by Tenant and shall be deemed to be and shall become Additional Rent hereunder
whether or not the same be designated as such.


          Section
4.6. Utility
Service Charges. Tenant shall pay all utility charges in accordance with
the provisions of Article 8.


          Section
4.7. Taxes.
Commencing with the Commencement Date and continuing thereafter during the term
of this Lease, Tenant agrees to pay to Landlord on the first day of each month,
in advance, and without deduction or set-off, Tenant’s Pro-rata Share of Real
Estate Taxes. Tenant’s initial monthly charge for Real Estate Taxes shall be
based on Landlord’s estimate of Real Estate Taxes, written notice of which
charge for the initial tax year (as that term is hereinafter defined) shall be
furnished to Tenant at or around the Commencement Date. Such monthly charge may
be periodically adjusted by Landlord to more accurately reflect Tenant’s
Pro-rata Share of Real Estate Taxes.


          Within
ninety (90) days of receipt of the tax bills for each tax year, Landlord shall
mail to Tenant a statement (which shall include a copy of the tax bill for the
tax year in question) setting forth the Real Estate Taxes and the amount of
Tenant’s Pro-rata Share of Real Estate Taxes. Tenant’s Pro-rata Share of Real
Estate Taxes paid or payable for each tax year during the Lease Term shall be
adjusted between Landlord and Tenant, each party hereby agreeing to pay to the
other, within thirty (30) days of the mailing of the aforesaid statement to
Tenant, such amount as may be necessary to effect Tenant’s Pro-rata Share of
Real Estate Taxes based upon actual amounts due. The term “tax year” as used
herein shall mean the twelve-month period established as the real estate tax
year by the taxing authorities having jurisdiction over the Industrial Center.
Landlord’s failure to render a statement pursuant to this Section 4.7 with
respect for any tax year shall not prejudice Landlord’s right to recover any
sums due to Landlord hereunder with respect to such tax year, nor shall it
deprive Tenant of any credit to which it otherwise might be entitled with
respect to such tax year pursuant to the provisions of this Section 4.7;
however, Landlord shall submit a statement with respect to each tax year within
one (1) year after the end of any such tax year, otherwise, Landlord shall be
precluded from thereafter collecting any sums as a result of Real Estate Taxes
with respect to such tax year.


          Should
Tenant’s obligation for the payment of Real Estate Taxes pursuant to this Lease
originate or terminate for less than a full tax year, Tenant’s liability for
Real Estate Taxes shall be subject to a pro rata adjustment based on the number
of months of said tax year for which Tenant’s obligation to pay Real Estate
Taxes is in effect.


          Tenant
shall pay promptly when due all taxes directly or indirectly imposed or
assessed on Tenant’s business operations, machinery, equipment, improvements,
inventory and other personal property or assets, whether such taxes are
assessed against Tenant, Landlord or the Industrial Center as a single entity.
In the event that such taxes are imposed or assessed against Landlord or the
Industrial Center, Landlord, upon request, shall furnish Tenant with all
applicable tax bills, public charges and other assessments or impositions.


14





          Landlord,
upon timely request of Tenant, will, from time to time, make appropriate
protest of any proposed real estate tax assessment for any fiscal tax year
subsequent to the fiscal tax year commencing July 1, 2012 and ending June 30,
2013, or will institute proceedings seeking to reduce any such assessment and
use reasonable efforts to effect a reduction of such proposed assessment,
provided, however, that (i) as a condition of Landlord’s obligation to make
such protest or institute such proceedings, Tenant shall agree, in writing, to
bear the entire cost of such protest or proceedings, including reasonable
counsel fees, and to pay such cost to Landlord, within thirty (30) days after
demand, as Additional Rent, and (ii) the method or manner or conducting such
protest or proceedings, including this selection of counsel, shall be solely
within the judgment of Landlord, and (iii) Landlord may cancel, discontinue or
settle such protest or proceeding if, in Landlord’s reasonable judgment, such
cancellation, discontinuation or settlement is deemed advisable.


          Section
4.8. Insurance
Premiums. In addition to paying Tenant’s Pro-rata Share of Landlord’s
insurance premiums as part of Tenant’s Pro-rata Share of Complex Operating
Costs, Tenant agrees to pay, within thirty (30) days after demand, any increase
in premiums that may be charged on insurance carried by Landlord resulting from
Tenant’s use or occupancy of the Demised Premises or the Industrial Center (the
“Insurance Premium Charge”). In determining whether increased premiums are the
result of Tenant’s use or occupancy of the Demised Premises, a schedule or
“make-up” rate of the organization issuing the fire insurance, extended
coverage, vandalism and malicious mischief, special extended coverage or any
all-risk insurance rates for the Demised Premises or Industrial Center or any
rule books issued by the rating organization or similar bodies or rating
procedures or rules of Landlord’s insurance companies shall be conclusive
evidence of the several items and charges which make up the insurance rates and
premiums on the Demised Premises and the Industrial Center. If due to the
Tenant’s failure to occupy and secure the Demised Premises, any such insurance
shall be canceled by the insurance carrier, then Tenant shall indemnify and
hold Landlord harmless against any loss which would have been covered by such insurance.
Tenant also shall pay any increase in premiums on rent insurance as may be
carried by Landlord for its protection against rent loss through fire or other
casualty, if such increase shall result from Tenant’s specific manner of use or
occupancy of the Demised Premises (as opposed to use of the Demised Premises
for mere warehouse and general office purposes) or failure to occupy and secure
the Demised Premises.


ARTICLE 5. TENANT’S WORK


          Section
5.1. Except
as expressly set forth herein, Tenant shall not, without Landlord’s prior
written approval, in each instance, make (i) structural changes or alterations
in or to the Demised Premises of any nature, or (ii) changes or alterations
which adversely affect the Building’s systems, which term shall include,
without limitation, the Building’s utility, plumbing, ventilating, electrical,
air conditioning or heating systems. Furthermore, Tenant shall not, without
Landlord’s prior written approval in each instance (which approval shall not be
unreasonably withheld, conditioned or delayed), make any non-structural changes
or alterations


15





to the Demised Premises, other than
Decorative Work (as hereinafter defined). Prior to Tenant’s commencing the
Initial Tenant’s Work described in Section 3.5 above, or any other work in the
Demised Premises for which Landlord’s prior approval is required, Tenant shall
submit to Landlord for Landlord’s written approval (which approval shall not be
unreasonably withheld, conditioned or delayed for non-structural work which
does not adversely affect any Building systems), complete drawings, plans and
specifications (herein collectively referred to as “Tenant’s Plan”) for the
improvements and installations to be made by Tenant (said Initial Tenant’s
Work, together with all other work contemplated in this Article 5 is herein
collectively referred to as “Tenant’s Work”). Tenant shall also submit to
Landlord for Landlord’s written approval (which approval shall not be
unreasonably withheld) a list of contractors and subcontractors for Tenant’s
Work. Tenant’s Plan shall be fully detailed, shall show complete dimensions,
shall not require any changes in the structure of the Building (except as
expressly permitted pursuant hereto) and shall not be in violation of any laws,
order, rules or regulations of any governmental department or bureau having
jurisdiction of the premises. Notwithstanding the foregoing, Tenant may,
without Landlord’s prior written approval, make (x) purely decorative changes
to the Demised Premises, such as painting, wall covering, carpeting and
installing moveable partitions, the total cost of which with respect any single
construction project does not exceed $150,000, (y) move or install any
electrical outlets or wiring within the Demised Premises, and (z) install,
move, and reroute any computer and communications wiring and stations (as
opposed to electrical wiring) within the Demised Premises (the alterations
described in clauses (x), (y) and (z) above are referred to herein collectively
as “Decorative Work”); provided in each case that (1) any
electrical work shall be performed by an electrician licensed in the State of
New Jersey, (2) no building or alteration permit is required to be obtained
from any governmental authority and (3) Tenant shall give Landlord at least ten
(10) days prior notice of Tenant’s intent to perform any such Decorative Work
and include a reasonably detailed description of the work to be performed.


          Section
5.2. (A)
Within ten (10) days after submission to Landlord of Tenant’s Plan, Landlord
shall either approve same or shall set forth in writing the particulars in
which Landlord does not approve same, in which latter case Tenant shall
promptly return to Landlord appropriate corrections thereto. Such corrections
shall be subject to Landlord’s approval not to be unreasonably withheld. If
Landlord shall fail to respond within the aforementioned time period, Tenant
shall have the right to give a second notice to Landlord stating that Landlord
failed to respond to Tenant’s submission of such plans and specifications, and
stating that in the event Landlord shall fail to approve Tenant’s Plan or
respond with specific comments thereto within seven (7) business days after
submission by Tenant to Landlord of such second notice, then Tenant’s request
for approval of plans shall be deemed approved. If Landlord shall then fail to
approve Tenant’s Plan or respond with specific comments thereto within such
seven (7) business day period following the delivery of such second notice,
such failure to respond shall be deemed Landlord’s approval, but only if (x)
any such second notice by Tenant shall have contained a statement in bold print
and capitalized letters at the top thereof that Landlord’s failure to approve
Tenant’s Plan or respond with specific comments thereto within seven (7)
business days shall be deemed approval by Landlord of such plans, and (y)
Tenant shall have, when Tenant delivered such second notice, also (i) emailed a
copy of the same to both Paul Cooper, at email address “pcooper@ghvny.com” and
Louis Sheinker, at email address


16





“lsheinker@ghvny.com” (or to such other
individuals as Landlord may have previously given written notice of to Tenant),
and (ii) placed a phone call to Paul Cooper or Louis Sheinker at 516-hy693-5500
(or such other person who has been designated by Landlord in a written notice
to Tenant) alerting him (or such other person) to the same. Tenant shall pay to
Landlord, within thirty (30) days after being billed, all third party architect
and engineering fees actually incurred by Landlord in connection with its
review of Tenant’s Plan and/or insuring compliance therewith as well as a
construction management fee of six (6%) percent of the aggregate amount of such
structural work (or work affecting the Building Systems) as set forth in
Tenant’s proposed budget for any such Tenant’s Work required to be supervised
or monitored by Landlord. Notwithstanding the foregoing, Tenant shall not be
required to pay the foregoing fees with respect to Initial Tenant’s Work, nor
shall Tenant be required to pay the foregoing fees with respect to any
subsequent Tenant’s Work supervised by the following contractors: Louis
Garguilo and Company, Inc. or by Landlord’s structural or Building Systems
engineers. Landlord shall advise Tenant if any of the foregoing contractors
shall no longer be acceptable to Landlord and shall provide its reasons for
such determination. Landlord shall designate in writing, at the same time that
Landlord shall comment upon or otherwise approve Tenant’s Plans, (i) whether
any alterations set forth on such plans and specifications shall be a
“Specialty Alteration” (as hereinafter defined) and (ii) if the same shall be a
Specialty Alteration, whether Tenant shall be required to remove the same upon
the expiration or sooner termination of the Lease. If Landlord does not
designate an alteration shown on such plans and specifications as a Specialty
Alteration which Tenant shall have to remove, then Landlord shall not have the
right to require Tenant to remove such alteration upon the expiration or
earlier termination of the Lease Term or at any time thereafter. For purposes
of this Lease, the term “Specialty Alterations” shall mean (i)
alterations consisting of any mezzanines (other than the mezzanine to be
installed as part of Initial Tenant’s Work), supplemental HVAC units (as
opposed to the base Building HVAC system), kitchens, private interior
staircases, executive or private bathrooms, raised computer floors, vaults, any
steel plates or reinforcement installed by Tenant (including without
limitation, in connection with libraries or file systems), dumbwaiters,
pneumatic tubes, horizontal transportation systems, and any other alterations
which are composed of substantial materials, including without limitation,
steel or other metal, marble or other stone, cement, concrete or cinder block,
which cannot be easily demolished at minimal cost, and (ii) alterations
requiring the installation of any equipment outside of the Demised Premises and
(iii) the installation of specialized cabling or wiring in excess of ordinary
electrical, telecommunications and data wiring, which specialized cabling or
wiring cannot easily be removed at minimal cost.


          (B)
Landlord shall respond to Tenant’s request for approval of any contractors
and/or subcontractors submitted by Tenant to Landlord with respect to the
performance of the Initial Tenant’s Work within three (3) business days of the
date on which (I) Tenant has submitted to Landlord the name(s) of such
contractors and/or subcontractors accompanied by appropriate references and
descriptions of comparable projects and (II) such references have adequately
responded to Landlord’s reasonable inquiries, and if Landlord shall withhold
its approval, it shall notify Tenant of its reasons therefor with reasonable
specificity within such three (3) business day period. If Landlord shall fail
to respond within such three (3) business day period, then Tenant shall have
the right to give a second notice to Landlord stating that Landlord failed to respond
to Tenant’s submission of the name(s) of such contractors and or



17





subcontractors, and stating that in the event
Landlord shall fail to approve such contractor and/or contractor within three
(3) business days after submission by Tenant to Landlord of such second notice,
then Tenant’s request for approval of such contractor and/or subcontractor
shall be deemed approved. If Landlord shall then fail to approve Tenant’s
submitted contractor and/or subcontractor within such three (3) business day
period following the delivery of such second notice, such failure to respond
shall be deemed Landlord’s approval, but only if (x) any such second notice by
Tenant shall have contained a statement in bold print and capitalized letters
at the top thereof that Landlord’s failure to approve Tenant’s submitted
contractor and/or subcontractor within three (3) business days shall be deemed
approval by Landlord of such contractor and/or subcontractor, and (y) Tenant
shall have, when Tenant delivered such second notice, also (i) emailed a copy
of the same to both Paul Cooper, at email address “pcooper@ghvny.com” and Louis
Sheinker, at email address “lsheinker@ghvny.com” (or to such other individuals
as Landlord may have previously given written notice of to Tenant), and (ii)
placed a phone call to Paul Cooper or Louis Sheinker at 516-693-5500 (or such
other person who has been designated by Landlord in a written notice to Tenant)
alerting him (or such other person) to the same. Landlord hereby acknowledges
that Louis Garguilo Company, Inc. is approved as a general contractor with
respect to the Initial Tenant’s Work.


          Section
5.3. Tenant
further agrees that Tenant shall not make any changes in Tenant’s Plan
subsequent to approval by Landlord unless Landlord consents to such changes,
which consent shall be granted or denied in accordance with this Article 5.


          Section
5.4.
Following compliance by Tenant with its obligations under the foregoing
subparagraphs and approval of Tenant’s Plan by Landlord, Tenant shall commence
Tenant’s Work and it shall proceed diligently with same in a good and
workmanlike manner using first-class materials in order to complete same within
a reasonable period of time.


          Section
5.5. Tenant
agrees that in the performance of Tenant’s Work (i) neither Tenant nor its
agents or employees shall interfere with any work being done at the Industrial
Center by other tenants or occupants thereof or by Landlord and its
contractors, agents and employees, (ii) that, to the extent the same is
required by any governmental authority, Tenant shall provide Landlord or such
governmental authority with adequate security (in the form required by such
governmental authority) to secure Tenant’s full and timely performance and
completion of Tenant’s Work or any portion thereof, (iii) that Tenant shall
comply with any reasonable rules and regulations proposed by Landlord, its
agents, contractors or employees, (iv) that all personnel employed by Tenant
shall be harmonious and compatible with the labor employed by Landlord in the
Building, it being agreed that if in Landlord’s judgment the labor is
incompatible with the labor employed by Landlord or construction labor employed
by other tenants in the Industrial Center, Tenant shall immediately resolve such
incompatibility, or upon Landlord’s demand immediately withdraw such labor from
the premises, (v) that prior to commencing Tenant’s Work, Tenant shall procure
and deliver to Landlord worker’s compensation, public liability, property
damage and such other insurance policies, in such form and amounts as shall be
reasonably acceptable to Landlord in connection with Tenant’s Work, and shall
upon Landlord’s request cause Landlord, any mortgagee of the Industrial Center
and such other entities as Landlord shall designate to be named as an insured
thereunder, (vi) that


18





Tenant shall hold Landlord, its affiliates,
any mortgagee of the Industrial Center and such other entities as Landlord
shall reasonably designate harmless from and against any and all claims arising
from or in connection with any act or omission (where there was a duty to act)
of Tenant or its agents, contractors and employees, (viii) that Tenant’s Work
shall be performed in accordance with the approved Tenant’s Plan and in
compliance with the laws, orders, rules and regulations of any governmental
department or bureau having jurisdiction over the Industrial Center and Tenant
shall promptly correct any non-conforming work, and (vii) that Tenant shall
promptly pay for Tenant’s Work.


          Section
5.6.
Landlord, at no cost or expense or liability to Landlord, agrees to reasonably
cooperate with Tenant, its architect and its contractors and, at Tenant’s sole
cost and expense, join in any application by Tenant to the extent Landlord is
required to be a party thereto for any permits, licenses, approvals and/or
sign-offs for the performance of the Initial Tenant’s Work and Tenant’s
contemplated expansion of the parking areas immediately adjacent to the
Building (as more particularly described in Section 6.4 hereof), provided (i)
Landlord is reasonably satisfied as to the factual contents of any such
application and (ii) Tenant shall indemnify Landlord against any loss, cost,
liability, damage and expense, including, but not limited to, reasonable counsel
fees, arising out of, or from, the execution by Landlord of any such
application except to the extent such loss, cost, liability, damage or expense
arises out of any improper acts or omissions of Landlord. The obligation of
Tenant to indemnify Landlord as set forth in this Section 5.6 shall survive the
expiration or sooner termination of this Lease.


          Section
5.7. All
trade fixtures and equipment installed or used by Tenant in the Demised
Premises shall be fully paid for by Tenant in cash (or leased) and shall not be
subject to conditional bills of sale, chattel mortgage or other title retention
agreements, unless the lender under such conditional bill of sale, chattel
mortgage or other title retention interest shall in substance expressly
acknowledge that its interest does not affect Landlord’s interest in the
Demised Premises or the Industrial Center.


          Section
5.8. Notice
is hereby given that the Landlord shall not be liable for any labor or
materials furnished or to be furnished to the Tenant upon credit, and that no
mechanic’s or other lien for any such labor or materials shall attach to or
affect the reversion or other estate or interest of the Landlord in and to the
Demised Premises or the Industrial Center.


          Section
5.9. Intentionally
Omitted.


          Section
5.10.
Landlord may, at any time and from time to time, upon reasonable advance notice
to Tenant, in addition to any other right of access given to Landlord pursuant
to the terms of this Lease, enter upon the Demised Premises with one or more
engineers and/or architects of Landlord’s selection to determine the course and
degree of completion of Tenant’s Work and its compliance with Tenant’s Plan and
the terms and conditions of this Lease. 


19







ARTICLE 6. USE OF THE PREMISES


          Section
6.1. Permitted
Use. During the Lease Term the Demised Premises shall be used and occupied
solely for the purposes set forth in Section 1.9 and for no other purposes
without the written consent of Landlord, which consent shall not be
unreasonably withheld, conditioned or delayed.


          Section
6.2. Operation
of Demised Premises.


          A.
If any governmental license or permit shall be required for the proper and
lawful conduct of Tenant’s business in the Demised Premises or any part
thereof, Tenant, at its expense, shall duly procure and thereafter maintain
such license or permit and submit the same to Landlord for inspection. Tenant
shall at all times comply with the terms and conditions of each such license or
permit. Without limiting the generality of the forgoing, Tenant (and not
Landlord) shall be responsible at its own cost, expense and risk to obtain a
certificate of occupancy for Tenant’s use and occupancy of the Demised
Premises, it being agreed, however, that Landlord shall reasonably cooperate
with Tenant’s obtaining any local permitting relating to Tenant’s use of the
Demised Premises as herein contemplated, and Tenant shall pay Landlord’s
out-of-pocket expenses paid or incurred in connection therewith.


          B.
Tenant shall not at any time use or occupy the Demised Premises, or suffer or
permit anyone to use or occupy the Demised Premises, or do anything to be done
in, brought into or kept on the Demised Premises, which in any manner in the
reasonable discretion of Landlord (a) violates the Certificate of Occupancy for
the Demised Premises; (b) causes or is liable to cause injury to the Demised
Premises or the Industrial Center or any equipment, facilities or systems
therein; (c) constitutes a violation of the laws and requirements of any public
authorities or the requirements of insurance bodies; (d) constitutes a legal
nuisance, public or private; (e) makes unobtainable from reputable insurance
companies authorized to do business in the State of New Jersey any fire
insurance with extended coverage, or liability, elevator, boiler or other
insurance at standard rates required to be furnished by Landlord under the
terms of any mortgages covering the Demised Premises; (f) discharges objectionable
fumes, vapors or odors into the Demised Premises and/or Industrial Center’s
flues or vents or otherwise in such manner as may offend other tenants or
occupants of the Industrial Center; or (g) is in violation of laws or any
regulation of any governmental authority.


          C.
Tenant, at Tenant’s expense, shall at all times cause all portions of the
Demised Premises to be kept in a clean and safe condition, including, without
limitation, the windows, doors and loading docks thereof, in a manner reasonably
satisfactory to Landlord.


          D.
Tenant covenants at all times to exterminate the Demised Premises at its own
cost and expense.


          E.
Tenant shall store all of Tenant’s refuse and rubbish in the Demised Premises
enclosed areas and in sanitary containers and arrange for it to be removed from
the Demised Premises at Tenant’s sole cost and expense. Landlord shall not be
required to


20





furnish any services or equipment for the
removal of such refuse and rubbish. Tenant further agrees that the refuse and
rubbish to be collected or disposed of from the Demised Premises shall be
removed only in accordance with the present or future regulations reasonably
established by Landlord. If the use of plastic bags for external refuse storage
and disposal is unsatisfactory due to vandalism or other cause, Tenant will
place refuse, at Landlord’s request, in metal containers.


          F.
Tenant shall not place any item, merchandise, inventory, fixture or equipment
within the Demised Premises which will have a weight in excess of the floor
load of the Demised Premises.


          Section
6.3. Rules
and Regulations. The rules and regulations set forth in Exhibit B
are made a part of this Lease, and Tenant agrees to comply with and observe the
same. Tenant’s failure to keep and observe the rules and regulations shall
constitute a breach of the terms of this Lease in the manner as if the same
were contained herein as covenants. Landlord reserves the right from time to
time to reasonably amend or supplement said rules and regulations and to adopt
and promulgate additional reasonable rules and regulations applicable to the
Demised Premises and the Industrial Center. Notice of such additional rules and
regulations, and amendments and supplements, if any, shall be given to Tenant,
and Tenant agrees to comply with and observe all such amendments and
supplements from and after the date of such notice. In the event of a conflict
between the rules and regulations promulgated by Landlord and the terms of this
Lease, the terms of this Lease shall govern. Any rule or regulation not
enforced generally against other tenants of the Industrial Center who are
openly and continuously violating the same shall not be enforced against
Tenant.


          Section
6.4. Parking.
Tenant shall have the right to use in accordance with other tenants at the
Industrial Center, the parking areas located within the Industrial Center where
designated on Exhibit A. In addition, Tenant shall have the right to the
exclusive use of the parking areas immediately adjacent to the Building
(containing not less than ninety parking spaces, subject to any requirements of
law) and more particularly designated on Exhibit A for the parking of
Tenant’s employee vehicles and Tenant’s trucks, subject however to the rights
of the existing tenants of the Industrial Center to access and use the existing
roadways that are Common Facilities, and with it understood that Landlord shall
have no obligation to enforce such exclusivity or patrol such parking areas.
Tenant shall not have the right to park its cars or trucks in any other areas
of the Industrial Center except as set forth in the preceding two (2)
sentences. Tenant has advised Landlord that Tenant intends to perform certain
work in order to expand the parking areas immediately adjacent to the Building
for Tenant’s exclusive use, which work is more specifically shown on the plan
annexed hereto as Exhibit G. Landlord hereby consents, in concept only, to the
performance of such work in the designated parking areas (which work shall
otherwise comply with the terms and conditions of this Lease, including without
limitation, Article 5) and Landlord agrees to pay for legal fees incurred in
connection with services rendered by Louis Rago, Esq. relating to the initial
expansion of Tenant’s parking area, with it understood that any further changes
to Tenant’s parking areas or additional approvals with respect to such parking
areas which may be required during the Lease Term shall be obtained by Tenant
at its sole cost and expense and shall require the further consent of Landlord.
Tenant further acknowledges that Landlord shall have no obligation to enforce
such Tenant’s exclusive right to


21





use any expanded portion of such parking
areas nor shall Landlord be obligated to patrol such parking areas.


ARTICLE 7. COMMON FACILITIES.


          Section
7.1. Common
Facilities Under Control of Landlord. The Common Facilities shall at all
times be subject to the exclusive control and management of Landlord, and
Landlord shall have the right from time to time, and provided that the
visibility of and the access to the Demised Premises are not materially and
adversely affected, to do any of the following: add, alter or construct upon
any portion of the Industrial Center; change the area, level, location and
arrangement of such parking areas and other facilities comprising the Common
Facilities (other than the parking areas designated for Tenant’s exclusive
use); do such things as in Landlord’s reasonable discretion may be necessary
regarding said facilities; and make all rules and regulations pertaining to and
necessary for the proper operation and maintenance of the Common Facilities. In
the event of a conflict between such rules and regulations promulgated by
Landlord and the terms of this Lease, the terms of this Lease shall govern. Any
such rules and regulations not enforced against other tenants of the Industrial
Center who are violating the same shall not be enforced against Tenant. Except
as in this Lease specifically provided, Tenant shall have no right or interest
in the Common Facilities. If the Common Facilities shall be changed or
diminished in accordance with the terms hereof, Landlord shall not be subject
to any liability to Tenant and Tenant shall not be entitled to any compensation
or abatement of rent nor shall any change or diminution of such areas be deemed
constructive or actual eviction. However, Landlord, in connection with the
performance of any work permitted hereunder, shall use reasonable efforts to
minimize interference with Tenant’s business without any obligation to utilize
labor at overtime or other premium pay rates.


          Section
7.2. Industrial
Center as Private Property. In order to establish that the Industrial
Center, and any portion thereof is and will continue to remain private
property, Landlord shall have the unrestricted right in Landlord’s sole
discretion, but upon no less than two (2) business days’ prior notice, with
respect to the entire Industrial Center and/or any portion thereof owned or
controlled by Landlord, to close the same to the general public for one (1)
non-business day in each calendar year and, in connection therewith, to seal
off all entrances to the Industrial Center or any portion thereof.


ARTICLE 8. UTILITIES


          Section
8.1. Obtaining
Utilities. Tenant shall make application for, arrange for and pay or cause
to be paid and shall be solely responsible for all charges for utility services
and shall indemnify Landlord and save it harmless against any liability or
charges on account thereof. In the event any such utility charges are not paid
by Tenant when due, Landlord may pay the same to the utility company or
department furnishing the same and any amount so paid by Landlord shall be paid
by Tenant as Additional Rent for the month next following such payment by
Landlord.


22





          Section
8.2. Installation
of Equipment by Tenant. Tenant further agrees that it will not install any
equipment which will exceed or overload the capacity of any utility facilities.
If Landlord approves the installation of any equipment to be installed by
Tenant that would require additional utility facilities, the same shall be
installed at Tenant’s expense in accordance with plans and specifications to be
approved in writing by Landlord in accordance with Article 5 of this Lease. Any
additional feeders or risers to supply Tenant’s additional electrical
requirements, and all other equipment proper and necessary in connection with
such feeders or risers shall be installed by Tenant at its sole cost and expense.


          Section
8.3. Cessation
of Utilities. Except as expressly provided in this Section 8.3, Landlord
shall not be liable to Tenant for any damages should the furnishing of any
utilities by any utility company be interrupted or required to be terminated
because of necessary repairs or improvements or any cause beyond the control of
Landlord, nor shall any such interruption or cessation relieve Tenant from the
performance of any of Tenant’s covenants, conditions and agreements under this
Lease. If (i) all or any substantial portion of the Demised Premises are
rendered untenantable by reason of the fact that, solely as a result of
Landlord’s gross negligence or willful misconduct (or the gross negligence or
willful misconduct of its contractors or agents), electrical service to the
Demised Premises are unavailable or inoperative, (ii) Tenant shall give to
Landlord notice of such failure, interruption, cessation or reduction and such
resulting untenantability, (iii) Landlord shall fail within ten (10) business
days from the date Landlord receives Tenant’s notice of such failure of the
aforesaid service and resulting untenantability to cause such matter to be
resolved or cured or perform such maintenance or repair to the extent necessary
to again render tenantable the Demised Premises or a portion thereof so
previously rendered untenantable as hereinabove provided, and (iv) the Demised
Premises or the applicable portion thereof as described above shall continue to
be untenantable by reason of such inoperation or unavailability of such
aforesaid service for the purposes for which the Demised Premises are leased,
and (v) Tenant shall have vacated and shall not then using or occupying all or
such portion of the Demised Premises so rendered untenantable, then, upon the
occurrence of all the aforesaid events, as Tenant’s sole remedy therefor,
commencing on the day after the expiration of such ten (10) business day
period, the Minimum Rent, Tenant’s Pro Rata Share of Real Estate Taxes and
Tenant’s Pro-Rata Share of Complex Operating Expenses shall abate until the
Demised Premises, or such substantial portion thereof so previously rendered
untenantable are rendered tenantable; with it understood that if less than
substantially all of the Demised Premises are untenantable, then Tenant shall
continue to pay Minimum Rent, Tenant’s Pro Rata Share of Real Estate Taxes and
Tenant’s Pro-Rata Share of Complex Operating Expenses with respect to the
tenantable portion of the Demised Premises based on the proportion that the rentable
square feet of the tenantable portion of the Demised Premises bears to the
total rentable square feet of the Demised Premises.


          Section
8.4. Demised
Premises Heating and Air-Conditioning. Tenant agrees to operate any heating
and air-conditioning servicing the Demised Premises at such temperatures during
non-business hours to prevent the freezing of any pipes or plumbing facilities.
Tenant agrees to keep in force a standard maintenance agreement, at the sole
expense of Tenant, and to furnish a copy of such agreement to Landlord upon
request. If Tenant does not provide such


23





maintenance agreement, Landlord shall have
the right to enter into such agreement on behalf of Tenant at Tenant’s sole
cost and expense.


          Section
8.5. Electricity
and other Meters. Tenant shall install, at its sole cost and expense, an
electric meter to measure electricity and gas consumed at the Demised Premises
and shall perform such other work as shall be necessary so that consumption of
such utilities at the Demised Premises shall be measured separately. Tenant
shall make its own arrangements with the utility company supplying the
utilities for service. Tenant shall take good care of any meter which measures
the consumption of utilities at the Demised Premises and all equipment
installed in connection therewith, at Tenant’s sole cost and expense, and make
all repairs thereto as and when necessary to insure that any such meter is, at
all times during the Lease Term, in good working order. Tenant shall make all appropriate
applications to the local utility companies at such times as shall be necessary
to ensure that utilities are available at the Demised Premises, and shall pay
all required deposits, connection fees and/or charges for meters within the
applicable time period set by the local utility company. Tenant shall be solely
responsible for and promptly pay all charges for heat, water, electricity,
sewer rents or charges, and any other utility used or consumed in the Demised
Premises or in providing heating and air-conditioning to the Demised Premises,
including in each instance, all sales and other taxes applicable to the sale or
supply of such utilities, said responsibility commencing on the earlier of the
Commencement Date or the date Tenant takes possession of the Demised Premises
for any reason other than the performance of Tenant’s Preparation Work.


          Section
8.6. Solar Panels. Tenant acknowledges that Landlord has
installed solar panels and associated equipment (collectively, the “Solar
Panels”) on the rooftop of, and within, the Demised Premises, which Tenant
shall be permitted to connect to and use during the term of the Lease. Tenant
shall pay to Landlord, as Additional Rent, the sum of $123,000.00 (the “Solar
Panel Payment”), which represents the hook up fee for connection to the Solar
Panels. Such sum shall be payable by Tenant in twelve (12) equal monthly
installments of $10,250.00 at the same time as Tenant pays monthly installments
of Minimum Rent, commencing on the Rent Commencement Date. Tenant expressly
agrees that Landlord shall have no responsibility for the maintenance and
repair of the Solar Panels. Landlord shall have no responsibility or liability
with respect to the performance or lack thereof by all or any part of the Solar
Panels. Any failure of the Solar Panels to perform as desired by Tenant shall
not be deemed to constitute an actual or constructive eviction, in whole or in
part, or entitle Tenant to any abatement or diminution of rent, or relieve
Tenant from any of its obligations under this Lease, or, except to the extent
the same results from the gross negligence or willful misconduct of Landlord,
it’s employees, agents or contractors, impose any liability upon Landlord or
its agents by reason of inconvenience or annoyance to Tenant, or injury to or
interruption of Tenant’s business or otherwise. Tenant may use the Solar Panels
solely for purposes of providing energy for Tenant’s use in the operation of
Tenant’s business activities. Tenant shall have no right to use the Solar Panels
for any other purpose. In the event Tenant elects to remove the Solar Panels
during the Lease Term, Tenant shall advise Landlord of such election and, if
Landlord notifies Tenant within twenty (20) days thereafter that Landlord
desires to remove and retain the Solar Panels, then Landlord shall have the
right to remove and retain the Solar Panels, at Landlord’s sole cost and
expense, and dispose of the same. If Landlord does not timely


24





exercises its right to remove and retain the
Solar Panels, then Tenant may remove and dispose of the same. In no event,
however, shall the removal of the Solar Panels in accordance with the terms of
this Section vitiate Tenant’s obligation to pay Landlord the Solar Panel
Payment in accordance with the terms hereof. Any removal of the Solar Panels by
Tenant shall be performed at Tenant’s sole cost and expense, by a contractor
approved by Landlord in Landlord’s reasonable discretion (with it understood
that Landlord shall have the option to require that Tenant use a contractor
designated by Landlord for the performance of said removal in order to prevent
any roof warranty from being voided as a result of the removal of said panels).
In no event shall Tenant be required to maintain and/or repair the Solar Panels
if Tenant is not using them, except to the extent a repair is necessitated as a
result of the gross negligence or willful misconduct of Tenant or its agents,
employees or contractors. Notwithstanding anything in this Lease to the
contrary (including, without limitation Section 19.1 of this Lease), if the
Solar Panels have not been removed prior to the expiration or sooner
termination of this Lease, then at such time Tenant shall surrender to Landlord
the Solar Panels in their “as-is” condition; provided, however, that Tenant
shall repair any damage thereto caused by Tenant.


ARTICLE 9. LIENS


          Section
9.1. Discharge
of Lien. Tenant shall, prior to the commencement of any work upon the
Demised Premises, do all things necessary to prevent the filing of any mechanics’
or other liens against the Industrial Center, the Demised Premises or any part
thereof by reason of work, labor, services or materials supplied or claimed to
have been supplied to Tenant or anyone holding the Demised Premises, or any
part thereof, through or under Tenant. If any such lien or notice thereof shall
at any time be filed against the Demised Premises, then Tenant shall either
cause the same to be bonded or discharged of record within thirty (30) days
after the date of filing of the same or, if Tenant, in Tenant’s discretion and
in good faith, determines that such lien should be contested, furnish such
security as may be necessary or required, as determined by Landlord, to prevent
any enforcement or foreclosure proceedings against the Demised Premises during
the pendency of such contest. If Tenant shall fail to bond or discharge such
lien within such period or fail to furnish such security, then, in addition to
any other right or remedy of Landlord resulting from such default, Landlord
may, but shall not be obligated to, discharge the same either by paying the
amount claimed to be due or by procuring the discharge of such lien in such
manner as is, or may be, prescribed by law. Tenant shall repay to Landlord, as
Additional Rent, all sums disbursed or deposited by Landlord pursuant to the
foregoing provisions of this Section 9.1, including interest and the costs,
expenses and reasonable attorneys’ fees incurred by Landlord in connection
therewith.


ARTICLE 10. MAINTENANCE, REPAIR AND
ALTERATIONS


          Section
10.1. Landlord
and Tenant Repair. Landlord will make necessary repairs to the Common
Facilities and structural repairs to the Building’s roof and roof membrane,
foundation and exterior walls, excepting any work done by Tenant or by Landlord
for Tenant; provided, however, that in each case Tenant shall have given
Landlord prior written notice of the necessity of such repairs (“Landlord’s
Repairs”). The cost of all repairs made by Landlord shall be included in the
Tenant’s Pro-rata Share of Complex Operating Costs pursuant to Paragraph


25





4.4 of this Lease. Landlord agrees that
Landlord shall enforce any warranties in connection with repairs relating to
the roof of the Building and the solar panels installed therein, provided that
the same are not voided by the acts (including without limitation, the
performance by Tenant of any Tenant’s Work), omissions (where there is a duty
to act), or negligence of Tenant or any person claiming through or under
Tenant, or any of their servants, employees, contractors, agents, visitors or
licensees. If any Landlord’s Repair is required by reason of Tenant’s
negligence or the negligence of any of its contractors, agents, invitees,
delivery trucks, vendors, distributors, employees or other person using the Demised
Premises with Tenant’s consent, express or implied, or Tenant’s failure to
perform any of its obligations under this Lease, then Landlord may, at its
option, make such repair and Tenant shall pay to Landlord, as Additional Rent,
within thirty (30) days after demand, the reasonable cost of such repairs plus
interest from the date of such repair by Landlord until such payment is made by
Tenant to Landlord. Except as hereinbefore provided, Tenant covenants and
agrees to keep and maintain in good working order, condition and repair the
Demised Premises and every part thereof, including fixtures and equipment
therein, the exterior and interior portions of all loading docks, drives
leading to same, doors, door checks, security gates, windows, glass, all Building
systems, including plumbing and sewage facilities within the Demised Premises
(and the free flow of sewer lines therein) and all sprinkler, heating,
air-conditioning, ventilation, mechanical, electrical and lighting systems and
all fixtures, interior walls, floors and ceilings. Tenant shall accomplish any
and all repairs, alterations, replacements and modifications at its own
expense, using materials and labor of kind and quality equal to the original
work. Landlord and Tenant’s obligations under this Section 10.1 shall be
subject to the provisions of Section 14.2B and the so-called “waiver of
subrogation” provisions referred to therein.


          Landlord
agrees that in the event Landlord, in its reasonable judgment, estimates that
the cost of any repairs which Landlord is required to make pursuant to this
Section 10.1 shall cost $25,000.00 or more (any such repair estimated to exceed
such threshold, a “Major Repair”), Landlord shall promptly advise Tenant of the
same, and Tenant may elect, by notice given to Landlord no later than three (3)
business days after Landlord’s notice of such Major Repair (“Tenant’s Bid
Election Notice”), to have Landlord obtain at least three (3) competitive bids
for the performance of such Major Repair. Landlord shall submit such bids to
Tenant within five (5) business days of the giving of Tenant’s Bid Election
Notice and Tenant may select the contractor to whom Tenant desires the Major
Repair to be awarded by giving notice to Landlord (“Tenant’s Contractor
Selection Notice”) within three (3) business days of Landlord’s submission of
such bids to Tenant. In the event that Tenant fails to deliver a Tenant Bid
Election Notice or a Tenant Contractor Selection Notice within the time frames
set forth herein, or in the event Tenant delivers a notice to Landlord that
Tenant will not elect to have the Major Repair competitively bid, then Landlord
shall have the right to cause the Major Repair in question to be made by a
contractor selected by Landlord in its sole discretion. In all instances,
Tenant acknowledges that (i) Landlord shall not be liable for any damage or
injury resulting from any delay in Landlord’s performance of any Major Repair
occasioned as a result of Tenant’s election to require Landlord to obtain
competitive bids pursuant to this paragraph, and (ii) for purposes of
determining whether Tenant shall be entitled to afford itself of the abatement
and so-called self-help rights set forth below in this Section 10.1, the
delivery of Tenant’s Bid Election Notice or Tenant’s Contractor Selection
Notice shall not be deemed to be a delivery by Tenant of notice to Landlord


26





of its failure to make any Major Repair and
any such resulting untenantability, nor shall Tenant be entitled to send any
notice of failure to repair pursuant to said abatement and self-help provisions
until such time as Tenant has either confirmed in writing to Landlord that
Tenant will not require Landlord to obtain competitive bids in connection with
the Major Repair in question, or, in the event Tenant sends a Tenant’s Bid
Election Notice, until Landlord has either advised Tenant that the repair has
been awarded to the contractor selected by Tenant or Landlord has failed to
provide Tenant with the required bids within the five (5) business day period
set forth herein.


          Subject
to the last sentence of the immediately preceding paragraph, if (i) all or any
substantial portion of the Demised Premises are rendered untenantable by reason
of the fact that, solely as a result of Landlord’s failure to make repairs
which are the obligation of Landlord pursuant to this Section 10.1, (ii) Tenant
shall give to Landlord notice of such failure and such resulting
untenantability, (iii) Landlord shall fail within ten (10) business days from
the date Landlord receives Tenant’s notice of such failure and resulting
untenantably to perform such maintenance or repair to the extent necessary to
again render tenantable the Demised Premises or a portion thereof so previously
rendered untenantable as hereinabove provided, and (iv) the Demised Premises or
the applicable portion thereof as described above shall continue to be
untenantable for the purposes for which the Demised Premises are leased by
reason of such failure to make such repair, and (v) Tenant shall have vacated and
shall not then using or occupying all or such portion of the Demised Premises
so rendered untenantable, then, upon the occurrence of all the aforesaid
events, as Tenant’s sole remedy therefor, commencing on the day after the
expiration of such ten (10) business day period, the Minimum Rent, Tenant’s Pro
Rata Share of Real Estate Taxes and Tenant’s Pro-Rata Share of Complex
Operating Expenses shall abate until the Demised Premises, or such substantial
portion thereof so previously rendered untenantable are rendered tenantable;
with it understood that if less than substantially all of the Demised Premises
are untenantable, then Tenant shall continue to pay Minimum Rent, Tenant’s Pro
Rata Share of Real Estate Taxes and Tenant’s Pro-Rata Share of Complex Operating
Expenses with respect to the tenantable portion of the Demised Premises based
on the proportion that the rentable square feet of the tenantable portion of
the Demised Premises bears to the total rentable square feet of the Demised
Premises.


          Subject
to the last sentence of the second paragraph of this Section 10.1, in the event
that all of the following shall occur: (i) Landlord shall default in its
obligations to make repairs in the Demised Premises, in accordance with the
provisions of this Section 10.1, (ii) Tenant shall notify Landlord of the
existence of such default, (iii) Landlord shall (x) fail to start to cure such
default within thirty (30) days after said notice or shall fail thereafter to
prosecute to completion with reasonable diligence the work necessary to cure
such default or (y) fail to notify Tenant within thirty (30) days after said
notice that Landlord is unable to start to cure such default because of
inability to obtain materials, or as a result of any other force majeure event,
and (iv) such default by Landlord shall adversely impact, to a material extent,
the normal conduct of Tenant’s business in the Demised Premises or access to
the Demised Premises, then, but only in all such events and subject to the
provisions set forth in the following provisions of this paragraph, Tenant may
take action solely within the Demised Premises, to the extent reasonably
necessary to cure such Landlord default, provided that prior to taking such
action Tenant shall


27





give to Landlord notice that Landlord has
defaulted in such obligations hereunder and that Tenant intends to make use of
its self-help remedies under the provisions of this paragraph, and provided
that no such action shall affect any portions of the Industrial Center outside of
the Demised Premises. In the event Tenant cures any such default in accordance
with the foregoing provisions of this paragraph, any reasonable out of pocket
expenditures actually made by Tenant to cure such default plus interest shall
be repaid by Landlord to Tenant (or at Landlord’s election credited against the
next installment of Minimum Rent owing) within thirty (30) days after Tenant’s
demand therefor provided that Tenant shall, at Landlord’s request, furnish to
Landlord such documentation as Landlord shall reasonably request with respect
to Tenant’s expenditures for such cure work.


          Except
as provided herein, Landlord shall have no obligation to repair or maintain the
Demised Premises, or any part thereof, or any Building system therein, including,
without limitation, the plumbing, heating, electrical, air-conditioning or
other mechanical installations therein.


          If
any repairs required to be made by Tenant hereunder are not made within twenty
(20) days after written notice delivered to Tenant by Landlord, or if such
repairs are of a nature that they cannot be completed within twenty (20) days,
then if Tenant, within such twenty (20) day period has not commenced such
repair or having commenced such repairs, thereafter fails to diligently
complete such repairs, then Landlord may, at its option, make such repairs
without liability to Tenant for any loss or damage which may result to its
inventory or business by reason of such repairs, and Tenant shall pay to
Landlord, as Additional Rent, upon demand, the reasonable cost of such repairs
plus interest from the date of payment by Landlord until repaid by Tenant.


          Section
10.2. Exterior
Signage. Tenant shall not install or fix any sign on or to the exterior of
the Demised Premises, nor place any vents, structure, building, improvement,
sign or advertising device or obstruction of any type or kind upon the Common
Facilities, without first obtaining Landlord’s written consent, which shall not
be unreasonably withheld, conditioned or delayed if said signage complies with
applicable codes, laws, ordinances, rules and regulations of all federal,
state, county and municipal governments. If Tenant shall do any of the
foregoing acts in contravention of this provision, then Landlord shall have the
right to remove any such sign or item and restore the Demised Premises and/or
the Common Facilities to the condition thereof prior to such act, and the cost
of such removal and restoration shall be paid by Tenant as Additional Rent. Any
signage approved for Tenant shall be installed, maintained and at the
termination or expiration of this Lease removed by Tenant at Tenant’s sole
cost, expense and risk.


          Section
10.3. Construction
Standards. All construction work done by Tenant within the Demised Premises
shall be performed in compliance with Article 5 hereof. If required by law or
by any governmental authority, Tenant shall, at Tenant’s sole cost and expense,
erect and install a temporary enclosure, subject to Landlord’s reasonable
approval, which structure


28





shall enclose all of the Demised Premises during construction therein,
and which enclosure shall meet all state and local fire codes and Landlord’s
insurance standards.


ARTICLE 11.
ENTRY, INSPECTION, POSTING AND DISPLAY


          Section
11.1. Posting
Notices. Tenant shall permit Landlord and any authorized representative of
Landlord to enter the Demised Premises at all reasonable times during business
hours upon at least 24 hours advance notice (with it understood that such
notice may be given orally to Tenant or left at the Demised Premises
notwithstanding the provisions of Article 24 and with it further understood
that such notice shall not be required in the event of an emergency) for any of
the following purposes: serving or posting or keeping posted thereon notices
required by any law or which Landlord may reasonably deem necessary or
appropriate for the protection of Landlord or its interest; inspecting the
Demised Premises; inspecting the heating and air-conditioning service facilities
and sprinkler facilities; any other reason that may be necessary to comply with
any laws, ordinances, rules, regulations or requirements of any public
authority or any applicable standards that may from time to time be established
by all carriers of insurance on the Demised Premises, any Board of
Underwriters, Rating Bureau or similar bodies or that Landlord may deem
necessary to prevent waste, loss, damage, or deterioration to or in connection
with the Demised Premises; exhibiting the Demised Premises to prospective
purchasers and mortgagees and, during the final year of the Lease Term, to
prospective lessees and tenants. Nothing herein shall imply any duty upon the
part of Landlord to do any work which, under any provision of this Lease,
Tenant may be required to perform, and the performance thereof by Landlord
shall not constitute a waiver of Tenant’s default in failing to perform the
same. Landlord may, during the progress of any work on the Demised Premises and
upon Tenant’s reasonable approval, keep and store upon the Demised Premises all
necessary materials, tools and equipment without the same constituting a
constructive eviction of Tenant in whole or in part, and the rents reserved
shall not abate while said work is in progress by reason of loss or
interruption of Tenant’s business or otherwise except as otherwise herein
expressly provided. Landlord shall not in any event be liable for
inconvenience, annoyance, disturbance, loss of business or other damage of
Tenant by reason of the performance of any work on the Demised Premises, or on
account of bringing materials, supplies and equipment into or through the
Demised Premises during the course of work on or in or under the Demised
Premises, and the obligations of the Tenant under this Lease shall not thereby
be affected in any manner whatsoever except as otherwise herein expressly
provided However, Landlord, in connection with any entry upon the Demised
Premises permitted hereunder or in the performance of any work permitted
hereunder, shall use reasonable efforts to minimize interference with Tenant’s
business without any obligation to utilize labor at overtime or other premium
pay rates. Except in the event of an emergency, if Tenant shall make a
representative available to Landlord at such times of any entry upon the
Demised Premises as permitted hereunder, Tenant’s representative may accompany
those entering the Demised Premises.


          Section
11.2. Landlord’s Easement. Tenant hereby
grants to Landlord such licenses and easements in, over or under the Demised
Premises or any portion or portions thereof as shall be reasonably required for
the installation or maintenance of mains, conduits, pipes, ducts or other
facilities to serve the Industrial Center, or any part thereof, including, but
not by


29





way of limitation, the premises of any other
tenant or occupant; provided, however, that no exercise, occupancy under or
enjoyment of any such license or easement shall result in the permanent
unreasonable interference with Tenant’s use of the Demised Premises as
contemplated by this Lease. If any such mains, conduits, pipes, ducts or other
facilities shall be required to be run through or installed within the Demised
Premises, then Landlord shall use reasonable efforts to locate the same within
walls, raised flooring, hung ceilings, mechanical equipment rooms or available
riser or shaft space within the Demised Premises so as not to reduce the usable
area of the Demised Premises beyond a de minimis extent.


ARTICLE 12. LAWS AND INSURANCE STANDARDS


          Section
12.1. Tenant’s
Compliance With Laws and Insurance Standards. Tenant shall, during the
Lease Term and at Tenant’s sole cost and expense, promptly comply in every
respect with the following: all codes, laws, ordinances, rules and regulations
of all federal, state, county and municipal governments, including without
limitation, all Environmental Laws (hereinafter defined) now in force or that
may be enacted hereafter; all requirements of the American with Disabilities
Act of 1990, as the same may be hereafter modified from time to time; all
directions, rules and regulations of the fire marshal, health officer, building
inspector, zoning official and/or other proper officers of the governmental
agencies having jurisdiction over the Demised Premises; all carriers of
insurance on the Demised Premises, any Board of Underwriters, Rating Bureau and
any similar bodies, which are applicable to Tenant’s use and occupancy of the
Demised Premises. Tenant shall, at Tenant’s sole cost and expense, make all
changes to the Demised Premises which are or hereafter may be required in order
to comply with the foregoing. Tenant expressly covenants and agrees to
indemnify and save Landlord harmless from any penalties, damages or charges
imposed for any violation of any and all laws, ordinances, rules or regulations
or violations of the covenants herein expressed, whether occasioned by Tenant
or any person upon the Demised Premises. Notwithstanding the foregoing, Tenant
shall not be required to make any structural alterations to the Demised
Premises in order to comply with any such legal requirements unless
necessitated or occasioned, in whole or in part, by the acts (including without
limitation, the performance by Tenant of any Tenant’s Work), omissions (where
there is a duty to act), or negligence of Tenant or any person claiming through
or under Tenant, or any of their servants, employees, contractors, agents,
visitors or licensees, or by the manner of use or occupancy of the Demised
Premises by Tenant or by any such person in contradistinction to the mere use
of the Demised Premises for warehouse and general office use.


          Section
12.2. Tenant’s
Use of Demised Premises Impaired. Tenant shall have no claim against
Landlord for any damages should Tenant’s use and occupancy of the Demised
Premises for the purpose set forth in this Lease be prohibited or substantially
impaired by reason of any law, ordinance or regulation of federal, state,
county or municipal governments or by reason of any act of any legal or governmental
or other public authority.


ARTICLE 13. INDEMNIFICATION OF LANDLORD AND
LIABILITY INSURANCE


          Section
13.1. Tenant
Indemnity. Subject to the provisions of Section 14.2B, Tenant hereby
indemnifies and agrees to defend and hold Landlord and its lenders, managing


30





agents and its and their respective members,
partners, affiliates, principals, shareholders, officers, directors, members,
trustees, fiduciaries, servants, agents and employees free and harmless from
and against all suits, causes of action, damages, liabilities, penalties,
costs, charges, fees and expenses (including without limitation, reasonable
attorneys’ fees and disbursements), including without limitation, any claim
relating to loss of life, personal injury or property damage incurred in
connection with or arising from (i) a breach by Tenant under this Lease or (ii)
any occurrence in, upon, at or from the Demised Premises not resulting from the
acts of Landlord or any of its agents, contractors, employees, or servants or
(iii) the occupancy or use by Tenant of the Demised Premises or (iv) any act or
omission (where there is a duty to act) by Tenant, its agents, contractors,
employees, servants, invitees, licensees or concessionaires, whether or not
occurring or resulting in damage or injury within the Demised Premises or upon
the Common Facilities and whether or not any such act or omission constitutes a
violation of law or this Lease; Tenant shall store its property in and shall
occupy the Demised Premises and all other portions of the Industrial Center at
its own risk; Landlord shall not be responsible or liable at any time for any
loss or damage to Tenant’s merchandise, equipment, fixtures or other personal
property of Tenant or to Tenant’s business (except to any loss or damage resulting
from the gross negligence or willful misconduct of Landlord or any of its
agents, contractors, employees, or servants); Landlord shall not be responsible
or liable to Tenant, or to those claiming by, through or under Tenant, for any
loss or damage to either the person or property of Tenant, or of those claiming
by, through or under Tenant, that may be occasioned by or through the acts or
omissions of persons occupying adjacent, connecting or adjoining premises;
subject to Section 10.1, Landlord shall not be responsible or liable for any
defect, latent or otherwise, in any building in the Industrial Center or in any
of the equipment, machinery, utilities, appliances or apparatus therein;
Landlord shall not be responsible or liable for any injury, loss or damage to
any person or to any property of Tenant or other person caused by or resulting
from bursting, breakage or leakage, steam or snow or ice, running, backing up,
seepage, or the overflow of water or sewage in any part of the Industrial
Center or for any injury or damage caused by or resulting from any defect or
negligence in the occupancy, construction or use of any building in the
Industrial Center, or machinery, apparatus or equipment therein or thereon; or
by or from the acts of negligence of any occupant of the Industrial Center
building. Providing Tenant has knowledge of same, Tenant shall give prompt
notice to Landlord in case of fire or accidents in the Demised Premises or in
the building of which the Demised Premises are a part and of defects therein or
in any fixtures or equipment. Landlord shall in no event be liable for any
damages arising from any act, omission or negligence of any other tenant at the
Industrial Center. In case Landlord shall be made a party to any litigation
commenced by or against Tenant, Tenant shall protect and hold Landlord harmless
and shall pay all reasonable costs, expenses and attorney’s fees in connection
therewith. The obligations of Tenant under this Section shall survive the
termination of this Lease.


          Section
13.2. Tenant
Liability Insurance. Tenant shall at all times during the Lease Term
maintain in full force and effect the following insurance in standard form
generally in use in the state in which the Industrial Center is located with
insurance companies with an AM Best rating of A/VII or better (or a comparable
rating in the event that the AM Best rating is no longer published) and
authorized to do business in said state:


31





          (a)
Commercial general liability insurance in the amount of at least Five Million
Dollars ($5,000,000) per any occurrence resulting in bodily injury, personal
injury or property damage and fire legal liability in the amount of at least
$500,000 per occurrence.


          (b)
Commercial Automobile Insurance covering all owned, non-owned and hired
automobiles of Tenant including the loading and unloading of any automobile,
truck or other vehicle with limits of liability not less than $5,000,000
combined single limit for bodily injury liability and property damage liability.


          (c)
Tenant further agrees that any contractor Tenant hires to perform any
alterations to the Demised Premises shall furnish Tenant with certificates
showing evidence of comprehensive public liability and damage insurance in the
amount of at least $3,000,000 plus required workmen’s compensation and
employer’s liability insurance coverage to the extent required by law.


          (d)
If Tenant uses, stores, handles, processes or disposes of Hazardous Materials
in the ordinary course of its business, then Tenant shall maintain in full
force and effect throughout the Term, Environmental Impairment Liability
Insurance with limits of not less than Five Million Dollars ($5,000,000.00)
naming Tenant as insured, and Landlord as an additional insured, and providing
coverage for bodily injury, property damage or injury or damage of actual,
alleged or threatened emission, discharge, dispersal, seepage, release or
escape of Hazardous Materials, including any loss, cost or expense incurred as
a result of any cleanup of Hazardous Materials or in the investigation,
settlement or defense of any claim, suit, or proceedings against Landlord or
its management company arising from Tenant’s use, storage, handling, processing
or disposal of Hazardous Materials. This paragraph is not intended to limit or
modify any of the prohibitions set forth in Article 26 in any way.


          The
insurance and certificates required in subsections (a) through (c) above shall
name Landlord (and any other parties requested by Landlord) as an additional
insured for the full amount of the insurance herein required, contain a Primary
and not Contributory Endorsement, and confirm that such policy contains waiver
of subrogation requirements as set forth herein as well as a hold harmless agreement
for Landlord’s benefit. With respect to each and every policy of such insurance
and each renewal thereof, Tenant, at the beginning of the Lease Term and
thereafter not less than thirty (30) days prior to the expiration of any such
policy, shall furnish Landlord with a certificate of insurance executed by the
insurer involved which shall contain, in addition to matters customarily set
forth in such a certificate under standard insurance industry practices, an
undertaking by the broker to give Landlord ten (10) days’ prior written notice
of cancellations, nonrenewal or change in scope or amount of coverage of such
policy. Tenant shall, at all times, maintain worker’s compensation and
employer’s liability insurance to comply with the applicable laws of the state
in which the Industrial Center is located.


          Section
13.3. Landlord
Indemnity. Subject to Section 14.2B, Landlord hereby indemnifies and agrees
to defend and hold Tenant and its and their members, partners, affiliates,
principals, shareholders, officers, directors, members, trustees, fiduciaries,
servants, agents and employees free and harmless from and against all suits,
causes, actions, damages, liabilities, 





32






penalties, costs, charges, fees and expenses,
including without limitation, reasonable attorneys’ fees and disbursements, in
connection with a breach by Landlord under this Lease or with loss of life,
personal injury or property damage arising from or out of all acts, failures,
omissions (where there is a duty to act) or negligence of Landlord, its agents,
employees or contractors in, upon, at or from the Demised Premises or Common
Facilities. The obligations of Landlord under this Section shall survive the
termination of this Lease.


          Section 13.4. Landlord Liability Insurance. During the Lease Term, Landlord,
at its own expense, shall maintain comprehensive general public liability
insurance against any claims upon Landlord arising from the ownership,
operation or control of the Industrial Center with respect to bodily injury,
death, property damage or other risks of similar nature with combined limits as
Landlord deems appropriate, but in no event less than Five Million and 00/100
($5,000,000) Dollars per occurrence.


          Section 13.5. No Consequential Damages. Notwithstanding anything to the
contrary in this Lease, in any case in which Landlord or Tenant is liable in
damages to the other by reason of breach of this Lease other than any liability
of Tenant arising from a breach by Tenant of Articles 19 or 20 of this Lease
(it being agreed however that Tenant shall not be liable for consequential
damages for holding over beyond the expiration of the Lease Term for a period
less than sixty (60) days), such damages shall consist solely of direct damages
and in no event shall either party be obligated or liable to the other for
consequential damages.


ARTICLE 14. FIRE INSURANCE, DAMAGE AND
DESTRUCTION


          Section 14.1. Landlord Insurance. At all times during the Lease Term,
Landlord shall maintain in effect with a responsible insurance company or
companies with an AM Best rating of A or better (or a comparable rating in the
event that the AM Best rating is no longer published), policies of insurance
covering the Demised Premises, providing protection to the extent of not less
than the full replacement cost of the building against all casualties included
under standard insurance industry practices within the classification “All
Risk”. Nothing in this Section shall prevent the taking out of policies of
blanket insurance, which may cover real and/or personal property and
improvements in addition to the Demised Premises; provided, however, that in
all other respects each such policy shall comply with the other provisions of
this Section 14.1.


          Section 14.2. Tenant Insurance. A. At all times during the Lease Term, Tenant
shall pay all premiums for and maintain in effect, with a responsible insurance
company or companies with an AM Best rating of A/VII or better (or a comparable
rating in the event that the AM Best rating is no longer published) licensed to
do business within the state in which the Industrial Center is located,
policies of insurance for the benefit of Tenant, as follows:


          (a)
Insurance covering Tenant’s trade fixtures, furniture, furnishings, equipment
and other installations of Tenant not otherwise covered under Landlord’s
insurance coverage as described in Section 14.1 above, providing protection to
the extent of not less than the full replacement cost thereof against all
casualties included under standard insurance industry


33





practices within the classification “All
Risk” (including terrorism, flood and earthquake) and insurance covering
sprinkler leakage, unless Tenant’s insurance otherwise includes sprinkler
leakage coverage.


          (b)
Plate glass insurance covering the plate glass in the Demised Premises;
provided, however, Tenant may satisfy this requirement by self-insuring and in
the event of damage or destruction to said plate glass immediately replacing
same.


          (c)
Insurance covering the full replacement cost of any Tenant’s Work against all
casualties included under standard insurance industry practices within the
classification “All Risk” which insurance shall be maintained, and under no
circumstances terminated by Tenant.


          (d)
Such other insurance against such other hazards and in such amounts as may be
customarily carried by tenants, owners and operators of similar properties as
Landlord may reasonably require for its protection from time to time during the
Lease Term.


          Tenant
will furnish to Landlord, within five (5) days after Tenant receives notice of
Landlord’s intention to deliver possession of the Demised Premises and prior to
Tenant entering on the Demised Premises, certificates of insurance evidencing
coverages required by this Lease. All policies required hereunder shall contain
an endorsement providing that the insurer will not cancel, fail to renew or
materially change the coverage of said policy or policies without first giving
ten (10) days’ prior written notice thereof to the Landlord.


          B.
Landlord and Tenant hereby grant to each other on behalf of any insurer
providing the insurance to either of them described in Sections 14.1 and 14.2
covering the Demised Premises, improvements therein or contents thereof a
waiver of any right of subrogation any such insurer of one party may acquire
against the other by virtue of payment of any loss under such insurance. Landlord’s
and Tenant’s insurance policies required hereunder shall contain an express
waiver of subrogation to this effect. Notwithstanding anything in this Lease to
the contrary, neither party shall be liable to the other and each party hereby
releases the other, for the amount of such loss or damage to the releasing
party’s property which is caused by fire or any of the risks enumerated in its
policies or which would be covered by an “all risk” property casualty insurance
policy based on the full replacement value thereof. If the release of either
Landlord or Tenant, as set forth in the third sentence of this Subsection B,
shall contravene any law with respect to exculpatory agreements, the liability
of the party in question shall be deemed not released, but no action or rights
shall be sought or enforced against such party unless and until all rights and
remedies against the other’s insurer are exhausted and the other party shall be
unable to collect such insurance proceeds. The provisions of this Subsection B
shall also apply to each permitted assignee, if any, and each permitted
subtenant, if any, at any time occupying the Demised Premises, or any part
thereof


          Section 14.3. Landlord Repair. If the Demised Premises shall be damaged by
any fire or casualty and Landlord shall not elect to cancel this Lease pursuant
to the provisions of Section 14.4 or Tenant shall not elect to terminate this
Lease pursuant to the provisions of


34





Section 14.7, Landlord shall repair the same
with reasonably diligence. In no event shall Landlord be required to insure
Tenant’s personal property, Tenant’s Work or any work performed by Landlord on
Tenant’s behalf (other than Landlord’s Work) and Landlord shall have no
obligation to repair or restore the same.


          Section 14.4. Lease Termination. If the Demised Premises should be
Substantially Damaged (as such term is defined in Section 14.7) during the last
two (2) years of the Lease Term or any renewal term thereof, then, or in any
such event, Landlord may either elect to repair the damage or may cancel this
Lease. Landlord shall give the Tenant written notice of its election to
terminate or to continue the Lease within sixty (60) days after such event. In
the event of termination, this Lease shall expire at the end of the calendar
month in which such notice of termination is given and Tenant shall vacate and
surrender the Demised Premises to the Landlord, unless within ten (10) business
days following Landlord’s giving of such notice of termination, Tenant elects
to exercise Tenant’s option to extend the Lease Term pursuant to Article 29 of
this Lease for the next applicable Renewal Term. In the event of notice by
Landlord that Landlord has elected to continue this Lease, Landlord and Tenant
shall commence their respective obligations for repair as soon as is reasonably
possible and prosecute the same to completion with all due diligence.


          Section 14.5. Rent Abatement. The Minimum Rent and payments on account of
Real Estate Taxes and Complex Operating Costs shall be abated proportionately
with the degree in which Tenant’s use of the Demised Premises is impaired, or
the degree to which Tenant shall be deprived of reasonable means of access to
the Demised Premises, during the period of any damage, repair or restoration
provided for in this Article 14; provided that in the event Landlord elects to
repair the damage insurable under Landlord’s policies, any abatement of rent
shall end five (5) days after notice by Landlord to Tenant that the Demised
Premises have been repaired. Tenant shall continue the operation of its
business on the Demised Premises during any such period to the extent
reasonably practicable from the standpoint of prudent business management.
Except for the abatement of Minimum Rent and payments on account of Real Estate
Taxes and Complex Operating Costs hereinabove provided, Tenant shall not be
entitled to any compensation or damage for loss in the use of the whole or any
part of the Demised Premises and/or any inconvenience or annoyance occasioned by
any damage, destruction, repair or restoration. 


          Section 14.6. Tenant Repairs. Unless this Lease is terminated by Landlord,
Tenant shall repair, restore and refixture all parts of the Demised Premises
not insured or required to be insured under Landlord’s insurance policy
described in Section 14.1 in a manner, including, but not by way of limitation,
all exterior signs, trade fixtures, equipment, display cases, furniture,
furnishings and other installations of personalty of Tenant. Unless this Lease
is terminated by Landlord, the proceeds of all insurance carried by Tenant on
its property and improvements shall be held in trust by Tenant for the purpose
of said repair and replacement.


          Section 14.7. Tenant Termination Right. A. In the event (a) the Demised
Premises shall be Substantially Damaged by fire or other casualty and Tenant
shall be unable to use the affected portion of the Demised Premises as a result
of such damage and (b) Landlord shall not exercise the right to terminate this
Lease in accordance with the provisions of Section


35






14.4, then Landlord shall obtain from a
reputable licensed architect, engineer or contractor (the “Estimator”) a
determination as to the period of time reasonably required to repair the damage
to the Demised Premises and shall deliver written evideiice of such
determination to Tenant within sixty (60) days after such fire or casualty. In
the event that the Estimator determines that such repair will reasonably
require a period longer than the initial Casualty Restoration Period (as
hereinafter defined) in question, then Landlord shall, within sixty (60) days
after the date of such fire or casualty, give a notice to Tenant extending the
initial Casualty Restoration Period to the date upon which the Estimator
estimates that such repair to the Demised Premises shall be completed. In the
event Landlord shall give such a notice extending the initial Casualty
Restoration Period under this Subsection A, then, within thirty (30) days next
following the giving of such notice, Tenant shall have the option to give to
Landlord a five (5) days’ notice of termination of this Lease. The term “Casualty
Restoration Period” shall mean (i) twelve (12) months after the date of
such fire or other casualty if such fire or other casualty solely affects the
Industrial Center and (ii) sixteen (16) months after the date of such fire or
other casualty if such fire or other casualty affected the general area in
which the Demised Premises is located (i.e. the Town of Morris Plains, New
Jersey).


          B.
In the event (a) the Demised Premises shall be Substantially Damaged by fire or
other casualty and Tenant shall be unable to use the affected portion of the
Demised Premises for the Permitted Use (set forth in Section 1.9) and (b) Landlord
shall give Tenant notice of its election to continue the Lease rather than
terminate same pursuant to Section 14.4, then, if such damage is not repaired
within the Casualty Restoration Period, Tenant shall have the following
options:


                    (i)
to give to Landlord, within fifteen (15) days next following the expiration of
the Casualty Restoration Period, a five (5) days’ notice of termination of this
Lease, or


                    (ii)
to extend the Casualty Restoration Period for a further period of two (2)
months by notice given to Landlord within fifteen (15) days after the
expiration of the initial Casualty Restoration Period. In the event Tenant
shall have given such notice to Landlord extending the initial Casualty
Restoration Period and if such damage shall not have been repaired by Landlord
within any extended Casualty Restoration Period, Tenant shall have the options
to (a) further extend the Casualty Restoration Period for further successive
periods of two (2) months, by notice given to Landlord within fifteen (15) days
after the expiration of any extended Casualty Restoration Period or (b) to give
Landlord, within fifteen (15) days after the expiration of any such extended
Casualty Restoration Period a five (5) days’ notice of termination of this
Lease.


          C.
Time is of the essence with respect to the giving by Tenant to Landlord of any
notice in accordance with the provisions of Subsections A and B of this Section
14.7 and in the event that Tenant shall fail to give any such notice within the
time periods set forth therein, Tenant shall be deemed to have given to
Landlord a notice pursuant to subdivision (ii) of Subsection A of this Section
14.7 extending the Casualty Restoration Period provided, however,


36





that any notice of termination given by
Tenant pursuant to the provisions of Subsection A or B of this Section 14.7
beyond the period provided therein shall be void and of no force and effect.


          D.
In the event that Tenant shall give to Landlord within the applicable time
periods set forth in the foregoing provisions of this Section a notice of
termination of this Lease, this Lease and the Lease Term shall come to an end
and expire upon the expiration of the applicable time period in question with
the same effect as if the date of expiration of said time period was the
Expiration Date, the Minimum Rent, any payments on account of Real Estate Taxes
and Complex Operating Costs shall be apportioned as of such date, and any
prepaid portion of such sums for any period after such date shall be refunded
by Landlord to Tenant.


          E.
Nothing contained in the foregoing provisions of this Section 14.7 shall be
deemed to affect the rights of Landlord to give to Tenant a notice of
termination of this Lease in accordance with the provisions of Section 14.4.


          F.
Owner agrees that in the event that the Demised Premises shall be Substantially
Damaged by fire or other casualty and occurring in the Demised Premises and the
affected portion shall be rendered untenantable by reason of damage during the
last year of the Lease Term, then Tenant, at Tenant’s option, and as Tenant’s
sole remedy with respect thereto, may give to Landlord, within thirty (30) days
after such fire or other casualty a five (5) days’ notice of termination of
this Lease and in the event such notice is given in accordance with the
foregoing provisions of this sentence, this Lease and the Lease Term shall come
to an end and expire upon the expiration of said five (5) days as if such date
of expiration were the Expiration Date, the Minimum Rent, any payments on
account of Real Estate Taxes and Complex Operating Costs shall be apportioned
as of such date, and any prepaid portion of such sums for any period after such
date shall be refunded by Landlord to Tenant.


          G.
For purposes of this Section 14.7, the Demised Premises shall be deemed to be
“Substantially Damaged” if (x) more than thirty-five (35%) percent of the
Demised Premises shall be rendered untenantable, (y) more than fifty (50%)
percent of the portion of the Demised Premises used by Tenant for general
office purposes shall be rendered untenantable or (z) more than twenty (20%)
percent of the portion of the Demised Premises used by Tenant for research and
development shall be rendered untenantable.


ARTICLE 15.
EMINENT DOMAIN


          Section 15.1. Entire Taking. In the event that the whole of the Demised
Premises shall be taken under the power of eminent domain, this Lease shall
thereupon terminate as of the date possession shall be so taken. Furthermore,
in the event that all or any portion of the parking area designated for
Tenant’s exclusive use (as more particularly identified in Section 6.4 of this
Lease) is taken under the power of eminent domain, Landlord will use reasonable
efforts to provide alternative parking for Tenant’s use in the parking areas
adjacent to the buildings within the Industrial Center designated as 200
American Road, 300 American Road, and 400 American Road. In the event that (i)
the entire parking area designated for Tenant’s


37





exclusive use (as more particularly
identified in Section 6.4 of this Lease) is taken under the power of eminent
domain, and (ii) Landlord is unable to provide such alternative parking for
Tenant’s use or, whether or not such alternative parking is available, Tenant
is not permitted to occupy the Demised Premises pursuant to applicable law as a
result of the taking of such parking area, then this Lease shall terminate as
of the date possession of such parking area is taken.


          Section 15.2. Intentionally Deleted.


          Section 15.3. Partial Taking Demised Premises. In the event that a portion of
the Demised Premises shall be taken under the power of eminent domain and the
portion not so taken will not, in the reasonable business judgment of both
Landlord and Tenant, be suitable for the operation of Tenant’s business
notwithstanding Landlord’s performance of restoration as hereinafter set out in
this Section, this Lease shall thereupon terminate as of the date possession of
said portion is taken. In the event of any taking under the power of eminent
domain which is not sufficiently extensive to render the Demised Premises
unsuitable for the business of the Tenant, the provisions of this Lease shall
remain in full force and effect, except that the Minimum Rent, Tenant’s
Pro-Rata Share of Real Estate Taxes and Tenant’s Pro-Rata Share of Complex
Operating Costs shall be reduced in the same proportion that the amount of
Demised Premises taken bears to the original total Demised Premises immediately
prior to such taking, and Landlord shall, upon receipt of the award in
condemnation, make all necessary repairs or alterations to the building in
which the Demised Premises are located so as to constitute the portion of the
building not taken a complete architectural unit, but Landlord shall not be
required to spend for such work an amount in excess of the amount received by
Landlord as damages for the part of the Demised Premises so taken. “Amount
received by Landlord” shall mean that part of the award in condemnation which
is free and clear to Landlord of any collection by mortgagees for the value of
the diminished fee, and after payment of all costs involved in collection
including but not limited to attorneys fees. Tenant, at its own cost and
expense, shall, with respect to all exterior signs, trade fixtures, equipment,
display cases, furniture, furnishings and other installations of personality of
Tenant, restore such part of the Demised Premises as is not taken to as near
its former condition as the circumstances will permit.


          Section 15.4. Condemnation Award. In the event the Demised Premises or any
part thereof shall be taken or condemned either permanently or temporarily for
any public or quasipublic use or purpose by any competent authority in
appropriate proceedings or by any right of eminent domain, the entire
compensation award for both leasehold and reversion shall belong to the
Landlord without any deduction therefrom for any present or future estate of
Tenant, and Tenant hereby expressly waives any claim and assigns to Landlord
all its right, title and interest to any such award. However, Tenant shall be
entitled to claim in such condemnation proceedings such award as may be allowed
for relocation costs, improvements and betterments, fixtures and other
equipment installed by it, but only to the extent that the same shall not
reduce Landlord’s award and only if such award shall be in addition to the
award for the land and building (or portion thereof) containing the Demised Premises.
To the extent that the Tenant has a claim in condemnation proceedings, as
aforesaid, Tenant may claim for condemnors, but not from Landlord, such
compensation as may be recoverable by Tenant.


38





          Section 15.5. Rent Proration. If the Lease is terminated as provided in this
Article 15, all rent and other charges shall be paid up to the date that
possession is taken by public authority, and Landlord shall make refund of any
rent and other charges paid by Tenant in advance and not yet earned.


          Section 15.6. Temporary Taking. Notwithstanding anything to the contrary in
the foregoing provisions of this Article 15, the requisitioning of the Demised
Premises or any part thereof by military or other public authority for purposes
arising out of a temporary emergency or other temporary situation shall
constitute a taking of the Demised Premises by eminent domain only when the use
and occupancy by the requisitioning authority has continued for one hundred
eighty (180) consecutive days. During such one hundred eighty (180) day period,
and if this Lease is not terminated under the foregoing provisions of this
Article 15, then for the duration of the use and occupancy of the Demised
Premises by the requisitioning authority, the provisions of this Lease shall
remain in full force and effect, except that the Minimum Rent, Tenant’s
Pro-Rata Share of Real Estate Taxes and Tenant’s Pro-Rata Share of Complex
Operating Costs shall be reduced in the same proportion that the amount of the
Demised Premises requisitioned bears to the total Demised Premises, and
Landlord shall be entitled to whatever compensation may be payable from the
requisitioning authority.


ARTICLE 16. FINANCIAL INFORMATION; STATEMENT OF TENANT; AMENDMENT TO LEASE


          Section 16.1. Delivery of Information. Tenant shall, at any time and from
time to time within twenty (20) days of written request by Landlord, deliver to
Landlord any and all of the following:


          (a)
Such financial information concerning Tenant and Tenant’s business operations
as may reasonably be requested by a mortgagee or prospective mortgagee or
purchaser of the Industrial Center or any part thereof.


          (b)
An executed and acknowledged written declaration in recordable form, prepared
by Landlord: (1) ratifying this Lease; (2) expressing the commencement and
termination dates hereof; (3) certifying that this Lease is in full force and
effect and has not been assigned, modified, supplemented or amended (except by
such writings as shall be stated and attached); (4) certifying that, to the
extent of Tenant’s knowledge, and if the same be true, that all conditions
under this Lease to be performed by Landlord have been satisfied; (5)
certifying that, to Tenant’s knowledge, there are no known defenses or offsets
against the enforcement of this Lease by the Landlord, or stating those claimed
by Tenant; (6) stating the amount of advance rental if any (or none if such is
the case), paid by Tenant; and (7) stating the date to which rental has been
paid.


          (c)
Use of Information. Any financial information delivered pursuant to
Section 16.1(a) and any statement delivered pursuant to Section 16.1(b) may be
relied upon by any mortgagee or prospective mortgagee or purchaser; provided,
however, that any such financial information and any such statement shall be
utilized only for bona fide business reasons


39





related to such mortgage or purchase.
Landlord agrees that, upon Tenant’s request, Landlord shall execute and deliver
to Tenant a confidentiality agreement, reasonably acceptable to Landlord and
Tenant, in connection with the delivery by Tenant of any financial information
pursuant to Section 16.1(a).


ARTICLE 17. ASSIGNMENT, SUBLETTING AND
HYPOTHECATION OF LEASE


          Section 17.1. Assignment and Subletting. Except as herein provided, including
without limitation, pursuant to the provisions of Section 17.8 hereof, Tenant
shall not, and shall not have the power to, transfer, assign, sublet, enter
into license or concession agreements, change ownership, mortgage or
hypothecate this Lease or Tenant’s interest in and to the Demised Premises
without first procuring the written consent of Landlord, which consent may be
withheld in Landlord’s sole and absolute discretion. Any attempted or purported
transfer, assignment, subletting, license or concession agreement, change of
ownership, mortgage or hypothecation without Landlord’s written consent
pursuant to this Section 17.1 or Section 17.2 shall be void and confer no
rights upon any third person. The consent by Landlord to any assignment or
subletting shall not constitute a waiver of the necessity for such consent to
any subsequent assignment or subletting. Nothing herein contained shall relieve
Tenant or any Guarantor from its covenants and obligations for the term of this
Lease. Tenant agrees to reimburse Landlord for Landlord’s reasonable attorney’s
fees incurred in conjunction with the processing and documentation of any such
requested transfer, assignment, subletting, license or concession agreement,
change of ownership, mortgage or hypothecation of this Lease or Tenant’s
interest in and to the Demised Premises.


          Section 17.2. Documentation Required. Each transfer, assignment, subletting,
license, concession agreement, mortgage or hypothecation to which there has
been consent shall be by an instrument in writing in form reasonably
satisfactory to Landlord, and shall be executed by the transferor, assignor,
sublessor, licensor, concessionaire, hypothecator or mortgagor and the
transferee, assignee, sublessee, licensee, concessionaire or mortgagee in each
instance, as the case may be. Each assignee shall agree in writing for the
benefit of Landlord herein to assume, to be bound by, and to perform the terms,
covenants and conditions of this Lease to be done, kept and performed by Tenant
and accruing after the effective date of such assignment, including the payment
of all amounts due or to become due under this Lease directly to Landlord. Each
sublessee, licensee, concessionaire or mortgagee shall agree in writing for the
benefit of Landlord herein to assume, to be bound by, and to perform the terms,
covenants and conditions of this Lease to be done, kept and performed by Tenant
which are applicable to said sublease, license or other agreement, and that any
such sublease, license or other agreement shall be subordinate and subject to
the terms, covenants and conditions of this Lease. Failure to first obtain in
writing Landlord’s consent or failure to comply with the provisions of this
Section shall operate to prevent any such transfer, assignment, subletting,
license, concession agreement or hypothecation from becoming effective.


          Section 17.3. Voting Control. In the event the Tenant is a corporation, any
dissolution, merger, consolidation or other reorganization of such corporation
or the sale or other


40





transfer of a controlling percentage of the
corporate stock of Tenant shall constitute an assignment of this Lease for all
purposes of this Article 17; provided, however, that any transfer by
inheritance or by any transaction in Tenant’s stock or the stock of a
corporation owning or controlling a majority of Tenant’s stock which occurs on
a major security exchange shall not be considered an assignment hereunder. If
an assignment is made as aforesaid, then Tenant shall so notify Landlord and
Landlord shall have the right, at its option, to terminate this Lease upon ten
(10) days’ notice to Tenant. The term “controlling percentage”, for the purpose
of this Article 17, means the ownership of stock possessing, and of the right
to exercise voting power of all classes of stock of such corporation issued,
outstanding and entitled to vote for the election of directors, whether such
ownership be direct or indirect ownership through ownership of stock
possessing, and of the right to exercise, at least fifty-one percent (51%) of
the total combined voting power of all classes of stock of another corporation
or corporations.


          In
the event Tenant is a partnership or entity other than a corporation, any
dissolution, merger, consolidation or other reorganization of such partnership
or entity or the sale or transfer of a controlling percentage of such
partnership or entity shall constitute an assignment of this Lease for all
purposes of this Article 17; provided, however, that any transfer by
inheritance shall not be considered an assignment hereunder. If an assignment
is made as aforesaid, then Tenant shall notify Landlord and Landlord shall have
the right, at its option, to terminate this Lease upon ten (10) days’ notice to
Tenant. The term “controlling percentage,” for the purpose of this Article 17
means the ownership of, and the right to exercise, at least fifty-one percent
(51%) of the total combined voting rights of said partnership or entity,
whether such ownership be direct or indirect.


          Section 17.4. Tenant Includes Approved Assignees and Subtenants. In the event
that Landlord shall agree to any transfer of Tenant’s interest in this Lease
pursuant to an assignment of this Lease, then the term “Tenant” shall
thereafter be deemed to include, without further reference, the party to whom
such interest is transferred. If the Lease be assigned or if the Demised
Premises or any part thereof be occupied by anybody other than Tenant, then
Landlord may collect rent from the assignee or, following a Default hereunder,
from any other occupant and apply the net amount collected to the rent herein
reserved, but no such assignment, subletting, occupancy or collection shall be
deemed a waiver of this provision or the acceptance of the assignee, subtenant
or occupant as Tenant or as a release of Tenant from the further performance of
the provisions on its part to be observed or performed herein. Notwithstanding
any assignment or sublease, Tenant shall remain fully liable and shall not be
released from performing any of the terms of this Lease.


          Section 17.5. Tenant Include Successors. All rights, obligations and
liabilities herein given to, or imposed upon, the respective parties hereto
shall extend to and bind the several and respective heirs, executors,
administrators, successors, subtenants, licensees, concessionaires and assigns
of the named Tenant herein, except as expressly provided in this Article; and
if there shall be more than one Tenant they shall all be bound jointly and
severally by the terms, covenants, conditions and agreements herein and the
word “Tenant” shall be deemed and taken to mean each and every person or party
mentioned as a Tenant herein, be the same one or more; and if there shall be
more than one Tenant, any notice required or permitted by the terms


41





of this Lease may be given by or to any one
thereof. No rights, however, shall inure to the benefit of any assignee of
Tenant unless the assignment to such assignee has been approved by Landlord in
writing as aforesaid. The use of the neuter singular pronoun to refer to
Landlord or Tenant shall be deemed a proper reference even though Landlord or
Tenant may be an individual, a partnership, a corporation, a group of two or
more individuals or corporations. The necessary grammatical changes required to
make the provisions of this Lease apply in the plural sense where there is more
than one Landlord or Tenant and to either corporations, associations,
partnerships, or individuals, males or females, shall in all instances be
assumed as though in each case fully expressed.


          Section 17.6. Successor to Landlord Interest. The term “Landlord,” as used in
this Lease, so far as covenants, conditions and agreements on the part of the
said Landlord are concerned, shall be limited to mean the party executing this
Lease as Landlord, its successors and assigns, and in the event of any transfer
or transfers of the interest of Landlord in the Industrial Center, the said
Landlord (and in case of any subsequent transfers or conveyances, the then
grantor) shall be automatically freed and relieved from and after the date of
such transfer or conveyance of all liability with respect to the performance,
from and after the date of such transfer or conveyance, of any covenants,
conditions and agreements on the part of said Landlord contained in this Lease,
provided that any amount then due and payable to Tenant by Landlord, or the
then grantor, under any provisions of this Lease, shall be paid to Tenant. It
is intended by Landlord and Tenant that the covenants, conditions and
agreements contained in this Lease on the part of the Landlord shall, subject
as aforesaid, be binding on Landlord, its successors and assigns, only during
and in respect of their respective successive periods of ownership. The
provisions of this Section 17.6 are subject to the provisions of Section 27.15
of this Lease.


          Section 17.7. Transfer Premium. A. If Landlord consents to any assignment of
this Lease, or subletting of the Demised Premises or parts thereof (a
“Transfer”) then, as a condition thereto which the parties hereby agree is
reasonable, Tenant shall pay to Landlord the Applicable Landlord’s Percentage
(as defined below) of any Transfer Premium to be received by Tenant from such
Transfer as provided herein.


          B.
“Transfer Premium” shall mean all rent, additional rent or other consideration
paid by any transferee in excess of the Minimum Rent, Tenant’s Pro-rata Share
of Real Estate Taxes, and Tenant’s Pro-rata Share of Complex Operating Costs,
all of which are payable by Tenant under this Lease (on a monthly basis during
the Term, and prorated on a per rentable square foot basis, if less than all of
the Demised Premises is transferred), after first deducting, to the extent
actually incurred by Tenant, a reasonable brokerage commission, reasonable
alterations expenses (including, without limitation, reasonable architectural
and engineering fees) to prepare the space for the transferee’s occupancy,
reasonable free rent or cash contributions to the transferee on account of
improvements made to Demised Premises by transferee and reasonable attorneys’
fees in connection with consummating the transfer. If part of the consideration
for such Transfer shall be payable other than in cash, Landlord’s share of such
non-cash consideration shall be in the form as is reasonably satisfactory to
Landlord.


          C.
“Applicable Landlord’s Percentage” shall mean


42









	
  

 	
  

 
	
  

 	
           (i)
 until such date (such date, the “Payback Date”) as Landlord and Tenant have
 both recouped through receipt of the Transfer Premium the unamortized amounts
 (as of the commencement date of such Transfer) of the Conditionally Abated
 Rent and Tenant’s cost to perform the Initial Tenant’s Work, respectively, a
 fraction, expressed as a percentage, the (1) numerator of which is the total
 amount of the Conditionally Abated Rent and the (2) denominator of which is
 the sum of (X) Tenant’s total cost to perform the Initial Tenant’s Work and
 (Y) the total amount of the Conditionally Abated Rent; and

 
	
  

 	
  

 
	
  

 	
           (ii)
 after the Payback Date, 50%.

 


          For
purposes of determining the unamortized amount of the total Conditionally
Abatement Rent and Tenant’s cost to perform the Initial Tenant’s Work, such
amounts shall be amortized on a straight line basis over the initial Lease Term
of sixteen (16) full Lease Years and seven (7) additional months, commencing on
the Commencement Date.


          D.
The Applicable Landlord’s Percentage of the Transfer Premium shall be paid
promptly by Tenant upon Tenant’s receipt from time to time of periodic payments
from such transferee or such other time as Tenant shall realize a Transfer
Premium from such transferee.


          Section 17.8. Sublet Rights: A. (1) As long as Tenant is not in default (x)
under any of the non-monetary terms, covenants or conditions of this Lease on
Tenant’s part to be observed or performed beyond the applicable notice and
grace periods set forth in this Lease or (y) under the monetary terms,
covenants or conditions of this Lease on Tenant’s part to be observed or
performed, then Landlord agrees not to unreasonably withhold Landlord’s prior
consent to sublettings by Tenant of all or portions of the Demised Premises to
not more than two (2) subtenants. Each such subletting shall be for undivided
occupancy by the subtenant for that part of the Demised Premises affected
thereby, for the use expressly permitted in this Lease, and at no time shall
there be more than two (2) occupants in the Demised Premises, it being
understood that any such occupant shall have a self-contained separately
demised space with demising walls furnished and supplied by Tenant at Tenant’s
expense;


          (2) Without
Landlord’s prior consent, Tenant hall not list or otherwise publicly advertise
the Demised Premises or any part thereof for subletting at a rental lower than
the Minimum Rent then in effect under this Lease;


          (3) Prior to
any proposed subletting, Tenant shall submit to Landlord a statement (the “Proposed
Sublet Statement”) containing the name and address of the proposed
subtenant, the nature of the proposed subtenant’s business and its current
financial status, and all of the principal terms and conditions of the proposed
subletting including, but not limited to, the proposed commencement and
expiration dates of the term thereof. Landlord shall respond to Tenant’s
request for consent to any proposed subletting within twenty (20) days
following Tenant’s delivery of a Proposed Sublet Statement meeting the
requirements of this subdivision (3); and


43





          (4) Landlord
may withhold consent to a proposed subletting if, (a) in Landlord’s reasonable
judgment, the occupancy of the proposed subtenant will tend to impair the
character or dignity of the Building, or (b) the proposed use of the Demised
Premises is objectionable to Landlord; and


          (5) Any
Sublease consented to by Landlord must conform to the information contained in
the Proposed Sublet Statement and shall expressly provide that (a) the
subtenant shall obtain the provisions in its insurance policies to the effect
that such policies shall not be invalidated should the insured waive, in
writing, prior to a loss, any or all right of recovery against any party for
loss occasioned by fire or other casualty which is an insured risk under such
policies, as set forth in Article 14, and (b) in the event of the termination,
re-entry or dispossess of Tenant by Landlord under this Lease, Landlord may, at
its option, take over all of the right, title and interest of Tenant, as
sublessor under the sublease, and such subtenant shall, at Landlord’s option,
attorn to Landlord pursuant to the then executory provisions of such sublease,
except that Landlord shall not (i) be liable for any previous act or omission
of Tenant under such sublease, (ii) be subject to any offset which accrued to
such subtenant against Tenant, (iii) be bound by any previous modification of
such sublease or by any previous prepayment of more than one month’s rent
unless such modification or prepayment was previously approved by Landlord,
(iv) be bound by any covenant to undertake or complete any construction of the
premises, or any portion thereof, demised by such sublease and (v) be bound by
any obligation to make any payment to or on behalf of the subtenant, except for
services, repairs, maintenance and restoration provided for under the sublease
to be performed after the date of such termination, re-entry or dispossess by
Landlord under this Lease and to which Landlord is expressly required to perform
under this Lease with respect to the subleased space at Landlord’s expense, it
being expressly understood, however, that Landlord shall not be bound by any
obligation to make payment to or on behalf of a subtenant with respect to
construction performed by or on behalf of such subtenant in the subleased
premises. Tenant shall reimburse Landlord on demand for any reasonable costs or
expense that may be actually incurred by Landlord’s review of any Proposed
Sublet Statement or in connection with any sublease consented to by Landlord,
including, without limitation, any reasonable processing fee, reasonable
attorneys’ fees and disbursements and the reasonable costs of making
investigations as to the acceptability of the proposed subtenant. Further, the
provisions of Section 17.7 with respect to payment of a Transfer Premium shall
apply to each and every subletting consented to by Landlord.


          B.
Notwithstanding the foregoing provisions set forth in A hereof, Landlord shall
have the following rights with respect to each proposed subletting by Tenant:


                    (1) in the
event Tenant proposes to sublet all or substantially all of the Demised
Premises for all or substantially all of the remainder of the Lease Term,
Landlord, at Landlord’s option, may give to Tenant, within thirty (30) days
after the submission by Tenant to Landlord of the Proposed Sublet Statement, a
notice terminating this Lease on the date (referred to as the “Earlier
Termination Date”) immediately prior to the proposed commencement date of
the term of the proposed subletting, as set forth in the Proposed Sublet
Statement, and, in the event such notice is given, this Lease and the Lease
Term shall


44





come to an end and expire on the Earlier
Termination Date with the same effect as if it were the Expiration Date, the
Minimum Rent shall be apportioned as of said Earlier Termination Date and any
prepaid portion of Minimum Rent and Additional Rent for any period after such
date shall be refunded by Landlord to Tenant; or


          (2) In the
event Tenant proposes to sublet all or substantially all of the Demised
Premises for less than substantially all of the remainder of the Lease Term,
Landlord, at Landlord’s option, may give to Tenant, within thirty (30) days
after the submission by Tenant to Landlord, of the Proposed Sublet Statement
required to be submitted in connection with such proposed subletting, a notice
electing to recapture the portion of the Demised Premises proposed to be sublet
as designated on a plan (the “Recapture Premises”) during the period
(referred to as the “Recapture Period”) commencing on the date (referred
to as “Recapture Date”) immediately prior to the proposed commencement
date of the term of the proposed subletting, as set forth in the Proposed
Sublet Statement, and ending on the proposed expiration date of the term of the
proposed subletting, as set forth in the Proposed Sublet Statement, and in the
event such notice is given the following shall apply:


                    (a) Landlord
shall, at Tenant’s cost, demised any such Recapture Premises prior to the
commencement of the Recapture Period to the extent required by law and the
Recapture Premises shall be recaptured by Landlord during the Recapture Period;


                    (b) Tenant
shall surrender the Recapture Premises to Landlord on or prior to the Recapture
Date in the same manner as if said Recapture Date were the Expiration Date;


                    (c) During
the Recapture Period, Tenant shall have no rights with respect to the Recapture
Premises nor any obligations with respect to the Recapture Premises, including,
but not limited to, any obligations to pay Minimum Rent or Additional Rent,
applicable to the Recapture Premises and any prepaid portion of Minimum Rent
allocable to the Recapture Period for the Recapture Premises shall be applied
by Landlord against any Minimum Rent or Additional Rent payable by Tenant with
respect to the balance of the Demised Premises;


                    (d) There
shall be an equitable apportionment of any Additional Rent pursuant to Article
4 for the Lease Year in which said Recapture Date shall occur;


                    (e) Upon the
expiration of the Recapture Period, the Recapture Premises shall be restored to
Tenant, in the condition which existed immediately prior to the Recapture Date,
ordinary wear and tear excepted, and Tenant shall have all rights with respect
to the Recapture Premises which are set forth in this Lease and all obligations
with respect to the Recapture Premises which are set forth in this Lease,
including, but not limited to, the obligations for the payment of Minimum Rent
and Additional Rent (as they would have been adjusted if Tenant occupied the
Recapture Premises during the Recapture Period) during the period (referred to
as the “Recapture Restoration Period”) commencing on the date next
following the expiration of the Recapture Period and ending on the Expiration
Date, except in the


45





event that Landlord is unable to give Tenant
possession of the Recapture Premises at the expiration of the Recapture Period
by reason of the holding over or retention of possession of any tenant or other
occupant, in which event (x) the Recapture Restoration Period shall not
commence and the Recapture Premises shall not be deemed available for Tenant’s occupancy
and Tenant shall not be required to comply with the obligations of Tenant under
this Lease until the date upon which Landlord shall give Tenant possession of
the Recapture Premises free of occupancies, (y) neither the Expiration Date nor
the validity of this Lease nor the obligations of Tenant under this Lease shall
be affected thereby, and (z) Tenant waives any rights to rescind this Lease and
to recover any damages which may result from the failure by Landlord to deliver
possession of the Recapture Premises at the end of the Recapture Period;
Landlord agrees to institute, within thirty (30) days after the expiration of
the Recapture Period, possession proceedings against any tenants and occupants
who have not so vacated and surrendered all or any portions of the Recapture
Premises and agrees to prosecute such proceedings with reasonable diligence;
and


                    (f) There
shall be an equitable apportionment of any Additional Rent pursuant to Article
4 for the Lease Year in which the Recapture Restoration Period shall commence.


At the request of Landlord, Tenant shall
execute and deliver an instrument or instruments, in form and substance
reasonably satisfactory to Landlord, setting forth any modifications to this
Lease contemplated in or resulting from the operation of the foregoing
provisions hereof; however, neither Landlord’s failure to request any such
instrument nor Tenant’s failure to execute or deliver any such instrument shall
vitiate the effect of the foregoing provisions of this Section. The failure by
Landlord to exercise any option under this Section with respect to any
subletting shall not be deemed a waiver of such option with respect to any
extension of such subletting or any subsequent subletting of the premises
affected thereby or any other portion of the Demised Premises. Tenant shall
indemnify Landlord from all loss, cost, liability, damage and expense,
including, but not limited to, reasonable counsel fees and disbursements,
arising from any claims against Landlord by any broker or other person, for a
brokerage commission or other similar compensation in connection with any such
proposed subletting, in the event (a) Landlord shall (i) fail or refuse to
consent to any proposed subletting, or (ii) exercise any of its options under
this Section, or (b) any proposed subletting shall fail to be consummated for
any reason whatsoever.


          Section 17.9. Merger/Consolidation/Asset or Stock Sale. A. Notwithstanding
anything contained in this Article 17 to the contrary, as long as Tenant is not
in default (x) under any of the non-monetary terms, covenants or conditions of
this Lease on Tenant’s part to be observed or performed beyond the applicable
notice and grace periods set forth in this Lease or (y) under the monetary
terms, covenants or conditions of this Lease on Tenant’s part to be observed or
performed, Tenant shall have the right, without the prior consent of Landlord,
to assign Tenant’s interest in this Lease to any person, corporation,
partnership, or other business entity which is a successor of Tenant, either by
(i) merger or consolidation or (ii) the purchase of all or substantially all of
the (x) assets or stock or other equity interests of Tenant, and (y) business
and goodwill of Tenant, provided that said person, corporation, partnership or
other


46





business entity which shall be Tenant
following such merger, consolidation or asset purchase or Tenant following the
transfer of stock or equity interests, as the case may be, (the “Proposed
Assignee”) shall have a tangible net worth, as determined in accordance
with generally accepted accounting principles consistently applied following
the consummation of such transaction, at least equal to the that of Tenant
named hereunder as of the date of this Lease (such required net worth, the “Required
Net Worth”) and provided further that such Proposed Assignee shall continue
to use the Demised Premises solely for the Permitted Use and the interest of
Tenant in this Lease is not the sole asset of Tenant named herein so that such
assignment shall be for a bona fide business purpose and shall not be intended
to circumvent the restrictions on assignment set forth in this Lease. At the
time of said proposed assignment, Tenant shall deliver to Landlord a reasonably
detailed statement of the financial condition of the aforesaid Proposed
Assignee, prepared in accordance with generally accepted accounting principles
applied on a consistent basis, sworn to by an executive officer or principal or
partner of Tenant and the Proposed Assignee. In addition, Tenant will provide
evidence reasonably satisfactory to Landlord illustrating the financial
condition of the aforesaid Proposed Assignee after taking into account the
consummation of the assignment of this Lease and any other transactions related
thereto. Notwithstanding anything contained in this Section to the contrary,
such assignment shall not be valid if the Proposed Assignee shall not have a
tangible net worth following the consummation of such transaction, consisting
of assets and liabilities in types and amounts reasonably satisfactory to
Landlord, at least equal to the Required Net Worth or the interest of Tenant
named herein in this Lease is the sole or principal asset of Tenant named
herein so as such assignment is not made for a bona fide business purpose.
Furthermore, no such assignment in connection with an asset sale shall be
valid, unless, within ten (10) days after the execution thereof, Tenant shall
deliver to Landlord (I) a duplicate original instrument of assignment in form and
substance reasonably satisfactory to Landlord duly executed by Tenant,
acknowledged before a notary public, in which Tenant shall (a) waive Tenant’s
right to receive all notices of default given to the assignee and all other
notices of every kind or description, now or hereafter provided in this Lease,
by statute or by rule of law; (b) acknowledge that Tenant’s obligations with
respect to this Lease shall not be discharged, released or impaired by (i) such
assignment; (ii) any amendment or modification of this Lease (whether or not
the obligations of the tenant under the Lease are increased thereby, but with
it understood provided the Proposed Assignee is not a subsidiary or affiliate
of Tenant then Tenant shall not be bound by such amendments consummated after
such transaction to the extent the same increase the tenant’s obligations or
liabilities); (iii) any further assignment or transfer of the tenant’s interest
in this Lease; (iv) any exercise, non-exercise or waiver by Landlord of any
right, remedy, power or privilege under or with respect to this Lease; (v) any
waiver, consent, extension, indulgence or other act or omission with respect to
any of the obligations of Tenant under this Lease; (vi) any act or thing which,
but for the provisions of such assignment, might be deemed a legal or equitable
discharge of a surety or assignor, to all of which Tenant shall consent in
advance; and (c) expressly waive and surrender any then existing defense to its
liability thereunder; it being the purpose and intent of Landlord and Tenant
that the obligations of Tenant hereunder as assignor shall be absolute and
unconditional under any and all circumstances; and (II) an instrument in form
and substance reasonably satisfactory to Landlord, duly executed by the Proposed
Assignee, acknowledged before a notary public, in which such Proposed Assignee
shall assume observance and performance of, and agree to be personally


47





bound by, all of the terms, covenants and
conditions of this Lease on Tenant’s part to be performed. In addition, no such
assignment in connection with a merger, consolidation or sale of stock or other
equity interests in Tenant shall be valid unless within ten (10) business days
after the consummation thereof, Tenant shall deliver to Landlord (xx) a copy of
the certificate of merger or consolidation which was filed in the relevant
jurisdiction if required by law, in the event the assignment was in connection
with a merger or consolidation, or (yy) a statement identifying the
purchaser(s) of the stock or other equity interests in Tenant, in the event the
assignment was in connection with a sale of the stock or other equity interests
in Tenant. The provisions of Section 17.7 relating to assignment consideration
shall not be applicable to any proposed assignment of this Lease made in
accordance with the provisions of this Section 17.9. Landlord agrees that in
the event Tenant is unable to effectuate an assignment of this Lease without
the prior consent of Landlord pursuant to the foregoing provisions of this Section
17.9 because the Proposed Assignee does not have a tangible net worth at least
equal to the Required Net Worth, then Landlord agrees that Landlord will not
unreasonably withhold its consent to an assignment of the Lease to the Proposed
Assignee. The rights of Tenant set forth in this Section 17.9 are personal to
Coty US LLC (the Tenant named herein) and any Coty Successor. The term “Coty
Successor” means a corporation, partnership or other business entity into
or with which Coty US LLC (the Tenant named herein) is merged or consolidated or
to which substantially all of the assets, stock or equity interests of Coty US
LLC (the Tenant named herein) are transferred; provided such corporation,
partnership or other business entity results from any such transaction
permitted without Landlord’s prior written consent pursuant to the terms,
covenants and conditions of this Section 17.9.


          Section 17.10. Subsidiaries/Affiliates. A. Notwithstanding anything contained
in this Article 17 to the contrary, as long as Tenant is not in default (x)
under any of the non-monetary terms, covenants or conditions of this Lease on
Tenant’s part to be observed or performed beyond the applicable notice and
grace periods set forth in this Lease or (y) under the monetary terms,
covenants or conditions of this Lease on Tenant’s part to be observed or
performed, Tenant shall have the right, without the prior consent of Landlord,
to assign its interest in this Lease, for the use permitted in this Lease, to
any subsidiary or affiliate of Tenant named herein, and only for such period as
it shall remain a subsidiary or affiliate of Tenant named herein. For the
purposes of this Article: (a) a “subsidiary” of Tenant named herein shall mean
any corporation, partnership or other business entity not less than fifty-one
(51%) percent of whose outstanding voting stock or other equity interest at the
time shall be owned by Tenant, and (b) an “affiliate” of Tenant shall mean any
corporation, partnership or other business entity which controls or is
controlled by, or is under common control with Tenant. For the purpose of the
definition of “affiliate” the word “control” (including, “controlled by” and
“under common control with”) as used with respect to any corporation,
partnership or other business entity, shall mean the possession of the power to
direct or cause the direction of the management and policies of such
corporation, partnership or other business entity, whether through the
ownership of voting securities or contract. No such assignment shall be valid
or effective unless, within ten (10) days after the execution thereof, Tenant
shall deliver to Landlord all of the following: (I) a duplicate original
instrument of assignment, in form and substance satisfactory to Landlord, duly
executed by Tenant, in which Tenant shall (a) waive Tenant’s right to receive
all notices of default given to the assignee, and all other notices of every
kind or description now or hereafter


48





provided in this Lease, by statute or rule of
law, and (b) acknowledge that Tenant’s obligations with respect to this Lease
shall not be discharged, released or impaired by (i) such assignment, (ii) any
amendment or modification of this Lease, whether or not the obligations of
Tenant are increased thereby, (iii) any further assignment or transfer of
Tenant’s interest in this Lease, (iv) any exercise, non-exercise or waiver by
Landlord of any right, remedy, power or privilege under or with respect to this
Lease, (v) any waiver, consent, extension, indulgence or other act or omission
with respect to any other obligations of Tenant under this Lease, (vi) any act
or thing which, but for the provisions of such assignment, might be deemed a
legal or equitable discharge of a surety or assignor, to all of which Tenant
shall consent in advance, and (c) expressly waive and surrender any then
existing defense to its liability hereunder it being the purpose and intent of
Landlord and Tenant that the obligations of Tenant hereunder as assignor shall
be absolute and unconditional under any and all circumstances, and (II) an
instrument, in form and substance satisfactory to Landlord, duly executed by
the assignee, in which such assignee shall assume the observance and
performance of, and agree to be personally bound by, all of the terms, covenants
and conditions of this Lease on Tenant’s part to be observed and performed. The
provisions of Section 17.7 relating to Landlord’s rights to assignment
consideration shall not be applicable to any proposed assignment to any such
subsidiary or affiliate of Tenant pursuant to the provisions of this Subsection
A of Section 17.10. The rights of Tenant set forth in this Subsection A of this
Section 17.10 are personal to Coty US LLC (the Tenant named herein) and any
Coty Successor.


          B.
Notwithstanding anything contained in this Article 17 to the contrary, as long
as Tenant is not then in default (x) under any of the non-monetary terms,
covenants or conditions of this Lease on Tenant’s part to be observed or
performed beyond the applicable notice and grace periods set forth in this
Lease or (y) under the monetary terms, covenants or conditions of this Lease on
Tenant’s part to be observed or performed, Tenant and any Coty Successor shall
have the right, without the prior consent of Landlord, to sublet to, or permit
the use or occupancy of, all or any part of the Demised Premises by any
subsidiary or affiliate (as said terms are defined in Subsection A above) of
Tenant for the Permitted Use provided that such subsidiary or affiliate shall
remain a subsidiary or affiliate of Tenant. However, no such subletting shall
be valid unless, prior to the execution thereof, Tenant shall give notice to
Landlord of the proposed subletting, and within ten (10) days prior the
commencement of said subletting, Tenant shall deliver to Landlord an agreement,
in form and substance satisfactory to Landlord, duly executed by Tenant and
said subtenant, in which said subtenant shall assume performance of and agree
to be personally bound by, all of the terms, covenants and conditions of this
Lease which are applicable to said subtenant and such subletting. Tenant shall
give prompt notice to Landlord of any such use or occupancy of all or any part
of the Demised Premises and such use or occupancy shall be subject and
subordinate to all of the terms, covenants and conditions of this Lease. No
such use or occupancy shall operate to vest in the user or occupant any right
or interest in this Lease or the Demised Premises. The provisions of Section
17.7 relating to Landlord’s rights to the Transfer Premium and the provisions
of Section 17.8 relating to Landlord’s recapture rights shall not be applicable
to any proposed subletting to any such subsidiary or affiliate of Tenant
pursuant to the provisions of this Subsection B of Section 17.10.


ARTICLE 18.
INTENTIONALLY DELETED


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ARTICLE 19. SURRENDER OF PREMISES


          Section 19.1. Upon the expiration or sooner termination of this Lease, Tenant shall
surrender to Landlord the Demised Premises, including, without limitation, all
carpeting, additions, alterations, improvements, apparatus and fixtures, in
good and broom clean condition and repair, subject to reasonable wear and tear
and damage by fire or casualty, and with any Specialty Alterations designated
by Landlord pursuant to Article 5 removed as well as unattached moveable
fixtures, equipment and furniture installed by Tenant and any other personal
property of Tenant. Tenant shall have the right, throughout the Lease Term, to
remove from the Demised Premises Tenant’s trade fixtures which are removable
without material damage to the Demised Premises, with it understood that any
trade fixtures remaining in the Demised Premises upon the expiration or sooner
termination of this Lease shall become the property of Landlord. If Tenant fails
to remove any of the items required to removed by Tenant upon the expiration or
sooner termination of this Lease as aforesaid for any reason whatsoever, the
same shall become the property of Landlord, and Landlord may thereafter, at
Tenant’s sole cost and expense, cause such property to be removed from the
Demised Premises. Landlord shall not in any manner or to any extent be
obligated to reimburse Tenant for any property which becomes the property of
Landlord as a result of such expiration or earlier termination nor shall
Landlord’s retention or sale of such property waive any of Landlord’s rights
with respect to any default by Tenant under the foregoing provisions of this
Section. Tenant shall, at Tenant’s sole cost and expense, repair any damage to
the Demised Premises or the Industrial Center resulting from any removal
effectuated by Tenant in accordance with this Section 19.1.


ARTICLE 20. HOLDOVER BY TENANT


          Section 20.1. Rent In The Event Of Holdover. In the event that Tenant shall
hold the Demised Premises after the expiration of the Lease Term without the
express written consent of the Landlord, such holding shall be deemed to have
created a tenancy from month to month terminable on thirty (30) days’ written
notice by either party to the other, upon a monthly rental basis, and otherwise
subject to all terms and provisions of this Article 20. Such monthly rental
shall be: (x) for the first thirty (30) days after the expiration or sooner
termination of this Lease, 125% of the monthly rental in effect immediately
prior to such expiration or sooner termination; and (y) thereafter, the greater
of (i) 150% of the monthly rental in effect immediately prior to the expiration
of the Lease Term or (ii) fair rental, value.


          Section 20.2. Liability In The
Event Of Holdover. If the Tenant fails to surrender the Demised Premises on
or prior to the date which is sixty (60) days next following the termination of
this Lease, then Tenant shall, in addition to any other liabilities to Landlord
accruing therefrom, indemnify and hold Landlord harmless from loss or liability
resulting from such failure, including, without limiting the generality of the
foregoing, any claims made by any succeeding tenant founded on such failure.


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ARTICLE 21. ADDITIONAL CONSTRUCTION


          Section 21.1. Construction By Landlord. Landlord hereby reserves the right,
at any time and from time to time, to make alterations or additions to the
Industrial Center, and to construct other or add to other buildings or
improvements in the Industrial Center; provided, however, that such
alterations, additions and/or construction shall not unreasonably interfere
with Tenant’s use of the Demised Premises as permitted hereunder, Tenant’s
access to the Demised Premises or the rights granted to Tenant pursuant to
Section 6.4 hereof, except when such work is necessitated by emergency or
required by structural need.


          Section 21.2. Excavation. If an excavation shall be made upon land adjacent
to the Demised Premises, then, Tenant shall permit the person authorized to
cause such excavation license to enter upon the Demised Premises for the
purpose of doing such work as such person deems necessary to preserve the wall
or the building of which the Demised Premises form a part from damage and to
support the same by proper foundations and Tenant shall not be entitled to any
claim for damages or indemnification against Landlord nor shall Tenant be
entitled to an abatement of rent. Reasonable efforts shall be taken to preserve
vehicular and personnel access during any such work. Nothing contained in this
Section 21.2 shall preclude Tenant from making a claim for damages against any
third party conducting such excavation to the extent that Tenant or the Demised
Premises is damaged or the usable area of the Demised Premises is reduced by
more than a de minimis amount as a result of any such work.


ARTICLE 22. DEFAULT; REMEDIES


          Section 22.1. Defaults, Conditional Limitation.


          (a)
Each of the following events shall constitute a default under this Lease (each,
a “Default”):


                    (i)
If Tenant, or any guarantor of Tenant’s obligations hereunder (any such
guarantor, a “Guarantor”), shall: (x) make an assignment for the benefit of
creditors; or (y) file or acquiesce to a petition in any court (whether or not
pursuant to any statute of the United States or of any State) in any
bankruptcy, reorganization, composition, extension, arrangement or insolvency
proceedings; or (z) make an application in any such proceedings for or acquiesce
to the appointment of a trustee or receiver for it or all of any portion of its
property.


                    (ii)
If any petition shall be filed against Tenant, or any Guarantor, to which
neither of them acquiesce in any court (whether or not pursuant to any statute
of the United States or any State) in any bankruptcy, reorganization,
composition, extension, arrangement or insolvency proceedings, and: (x) Tenant
or any Guarantor shall thereafter be adjudicated a bankrupt;, or (y) such
petition shall be approved by any such court; or (z) such proceedings shall not
be dismissed, discontinued or vacated within ninety (90) days.


                    (iii)
If, in any proceeding, pursuant to the application of any Person other than
Tenant, or any Guarantor to which neither of them acquiesce, a receiver or
trustee shall be


51





appointed for Tenant, or any Guarantor or for
all or any portion of the property of either and such receivership or
trusteeship shall not be set aside within ninety (90) days after such
appointment.


                    (iv)
If Tenant shall refuse to take possession of the Demised Premises upon the
Commencement Date or shall abandon the Demised Premises.


                    (v)
If Tenant shall fail to pay any Minimum or Additional Rent (collectively,
“Rent”), or any other charge required to be paid by Tenant hereunder, when the
same shall become due and payable, and such failure shall continue for ten (10)
days after Landlord shall give notice of failure of Tenant to make such payment
on the date such Rent was due and payable.


                    (vi)
If Tenant shall fail to perform or observe any other requirement of this Lease
to be performed or observed by Tenant but not specifically referred to in this
Section, and such failure shall continue for thirty (30) days after Landlord
shall give notice of the failure to Tenant, or if such default is of such a
nature that it cannot be completely remedied within said period of thirty (30)
days and Tenant shall not commence, promptly after receipt of such notice, or
shall not thereafter diligently prosecute to completion, all steps necessary to
remedy such default.


          (b)
This Lease is subject to the following limitation: If at any time, a Default
shall occur, then upon the happening of any one or more of the aforementioned
Defaults, Landlord may give to Tenant a notice of intention to end the Term of
this Lease at the expiration of five (5) days from the date of service of such
notice of termination. At the expiration of such five (5) days, this Lease and
the Term as well as all of the right, title and interest of Tenant hereunder
shall wholly cease and expire, and Tenant shall then quit and surrender the
Demised Premises to Landlord. But notwithstanding such termination, surrender,
and the expiration of Tenant’s right, title and interest, Tenant’s liability
under all of the provisions of this Lease shall continue.


          Section 22.2. Landlord’s Re-Entry. In the event of a Default by Tenant
hereunder, Landlord, or its agents or employees, may re-enter the Demised
Premises at any time and remove therefrom Tenant, Tenant’s Agents, subtenants,
and any licensees, concessionaires or invitees, together with any of its or
their property, either by summary dispossess proceedings or by any suitable
action or proceeding at law or by force or otherwise and, in connection
therewith, Landlord may repossess and enjoy the Demised Premises. Landlord
shall be entitled to the benefits of all provisions of law respecting the
speedy recovery of lands and tenements held over by Tenant, or proceedings in
forcible entry and detainer. Tenant waives any rights to the service of any
notice of Landlord’s intention to re-enter provided for by any present or
future law. Landlord shall not be liable in any way in connection with any
action it takes pursuant to the foregoing. Notwithstanding any such re-entry,
repossession, dispossession or removal, Tenant’s liability under all of the
provisions of this Lease shall continue. No such re-entry or taking possession
of the Demised Premises by Landlord shall be construed as an election on its
part to terminate this Lease unless notice of such intention be given to Tenant
or unless the termination thereof shall result as a matter of law or be decreed
by a court of competent jurisdiction.


52





Notwithstanding any re-letting without
termination, Landlord may at any time thereafter, elect to terminate this Lease
for such previous breach.


          Section 22.3. Deficiency.


          (a)
In case of re-entry, repossession or termination of this Lease, whether the
same is the result of the institution of summary or other proceedings or not,
Tenant shall remain liable (in addition to accrued liabilities) to the extent
legally permissible for: (i) (x) the Rent, and all other charges provided for
herein until the date this Lease would have expired (or, in the alternative, as
liquidated damages, an amount equal to the Rent and such other charges) had
such termination, re-entry or repossession not occurred; and (y) expenses to
which Landlord may be put in re-entering the Demised Premises, repossessing the
same, making good any Default of Tenant, painting, altering or dividing the
Demised Premises, combining or placing the same in proper repair, protecting
and preserving the same by placing therein watchmen and caretakers, reletting
the same (including attorney’s fees and disbursements, marshal’s fees and
broker’s fees, in so doing), and any expenses which Landlord may incur during
the occupancy of any new tenant; minus (ii) the net proceeds of any re-letting.
Tenant agrees to pay to Landlord the difference between items (i) and (ii)
hereinabove with respect to each month, at the end of such month. Any suit
brought by Landlord to enforce collection of such difference for any one month
shall not prejudice Landlord’s right to enforce the collection of any
difference for any subsequent month. In addition to the foregoing, Tenant shall
pay to Landlord such sums as the court which has jurisdiction thereover may
adjudge reasonable as attorneys’ fees with respect to any successful lawsuit or
action instituted by Landlord to enforce the provisions hereof.


          (b)
Landlord, at Landlord’s option, may re-let the whole or any part of said
Demised Premises for the whole of the unexpired Term of this Lease, or longer,
or from time to time for shorter period, for any rental then obtainable, giving
such concessions of rent and making such special repairs, alterations,
decorations and paintings for any new tenant as it may, in its sole and
absolute discretion deem advisable. Landlord shall have no obligation to relet
the Demised Premises or any part thereof and shall in no event be liable for
refusal or failure to relet the Demised Premises or any part thereof, or, in
the event of any such reletting, for refusal or failure to collect any rent due
upon any such reletting, and no such refusal or failure shall operate to
relieve Tenant of any liability under this Lease or otherwise to affect any
such liability; Landlord, at Landlord’s option, may make such repairs,
replacements, alterations, additions, improvements, decorations and other
physical changes in and to the Demised Premises as Landlord, in its sole
discretion, considers advisable or necessary in connection with any such
reletting or proposed reletting, without relieving Tenant of any liability
under this Lease or otherwise affecting any such liability. Tenant’s liability
as aforesaid shall survive the institution of summary proceedings and the
issuance of any warrant thereunder.


          Section 22.4. Agreed Final Damages. If Landlord so elects, Tenant shall pay
Landlord, on demand, as liquidated and agreed final damages, the Rent and all
other charges which would have been payable by Tenant from the date of such
demand to the date when this Lease would have expired if it had not been
terminated as aforesaid, minus the fair rental value


53





of the Demised Premises for the same period,
discounted to present worth at the rate of four (4%) percent per annum.. Upon
payment of such liquidated and agreed final damages, Tenant shall be under no
further liability with respect to the period after the date of such demand.


          Section 22.5. Waiver of Right of Redemption. Tenant hereby expressly waives
(to the extent legally permissible), for itself and all persons claiming by,
through, or under it, any right of redemption or for the restoration of the
operation of this Lease under any present or future law in case Tenant shall be
dispossessed for any cause, or in case Landlord shall obtain possession of the
Demised Premises as herein provided. In the event Landlord commences any action
or proceeding for non-payment of Minimum Rent or any items of Additional Rent
due hereunder, Tenant shall not interpose any counterclaim of any nature or
description in any such action or proceeding. The foregoing, however, shall not
be construed as a waiver of Tenant’s right to assert such claim in a separate
action or proceeding instituted by Tenant.


          Section 22.6. Landlord’s Right to Perform for Account of Tenant. If Tenant
shall be in Default hereunder, Landlord or any mortgagee may, at any time
thereafter, cure said default for the account and at the expense of Tenant.
Tenant shall pay, with interest at the maximum legal rate, on demand, to
Landlord, the amount so paid, expended, or incurred by Landlord or any
mortgagee and any expense of Landlord or any mortgagee including reasonable
attorneys’ fees incurred in connection with such default plus administrative
costs of Landlord or any mortgagee in an amount equal to ten (10%) percent of
such costs and expenses, and all of the same shall be deemed to be Additional
Rent.


          Section 22.7. Additional
Remedies, Waivers, Etc. With respect to the rights and remedies of and
waivers by Landlord: (a) the rights and remedies of Landlord set forth herein
shall be in addition to any other right and remedy now and hereafter provided
by law. Landlord may exercise such rights and remedies at such times, in such
order, to such extent, and as often as Landlord deems advisable without regard
to whether the exercise of one right or remedy precedes, concurs with or
succeeds the exercise of another, (b) single or partial exercise of a right or
remedy shall not preclude: (i) a further exercise thereof; or (ii) the exercise
of another right or remedy, from time to time; (c) no delay or omission by
Landlord in exercising a right or remedy shall exhaust or impair the same or
constitute a waiver of, or acquiescence to a Default; (d) no waiver of a
Default shall extend to or affect any other Default or impair any right or
remedy with respect thereto; (e) no action or inaction by Landlord shall
constitute a waiver of a Default; and (f) no waiver of a Default shall be
effective, unless it is in writing.


          Section 22.8. Distraint. In addition to all other rights and remedies, if
Tenant shall be in Default hereunder, Landlord shall, to the extent permitted
by law, have a right of distress for Rent and a lien on all of Tenant’s
fixtures, merchandise and equipment in the Demised Premises, as security for
Rent and all other charges payable hereunder.


54






          Section
22.9. Miscellaneous.


          (a)
No waiver of any covenant or condition or of the breach of any covenant or
condition of this Lease shall be taken to constitute a waiver of any subsequent
breach of such covenant or condition or to justify or authorize the
non-observance on any other occasion of the same or of any other covenant or
condition hereof, nor shall the acceptance of Minimum Rent or any item of
Additional Rent by Landlord at any time when Tenant is in Default under any
covenant or condition hereof be construed as a waiver of such Default or of
Landlord’s right to terminate this Lease on account of such Default, nor shall
any waiver or indulgence granted by Landlord to Tenant be taken as an estoppel
against Landlord; it being expressly understood that if at any time Tenant
shall be in Default in any of its covenants or conditions hereunder, an
acceptance by Landlord of Minimum Rent or any item of Additional Rent during
the continuance of such Default or the failure on the part of Landlord promptly
to avail itself of such other rights or remedies as Landlord may have, shall
not be construed as a waiver of such Default, but Landlord may at any time
thereafter, if such Default continues, terminate this Lease on account of such
Default in the manner herein provided.


          (b)
In the event of any breach by Tenant of any of the terms and provisions of this
Lease, Landlord shall have the right to injunctive relief as if no other
remedies were provided herein for such breach.


          (c)
The rights and remedies herein reserved by, or granted to, Landlord are
distinct, separate and cumulative, and the exercise of any one of them shall
not be deemed to preclude, waive or prejudice Landlord’s right to exercise any
or all others.


          (d)
Tenant hereby expressly waives any right to assert a defense based on merger
and agrees that neither the commencement of any action or proceeding, nor the
settlement thereof, nor the entry of judgment therein, shall bar Landlord from
bringing any subsequent actions or proceedings from time to time.


          (e)
Tenant hereby waives the benefit of any provisions of the applicable statute of
limitations as a defense in any action for collection of rentals or other
charges accrued under this Lease which may be filed by Landlord against Tenant.


          (f)
If a Default shall occur hereunder prior to the date fixed as the commencement
of any renewal or extension of this Lease, whether by a renewal option herein
contained or by a separate agreement, Landlord may cancel such option or
agreement for renewal or extension of this Lease, upon two (2) days’ notice to
Tenant.


          (g)
Wherever in this Lease, Landlord has reserved or is granted the right of
“re-entry” into the Demised Premises, the use of such word is not intended, nor
shall it be construed, to be limited to its technical legal meaning.


          (h)
In the event that Landlord should bring suit for the possession of the Demised
Premises, for the recovery of any sum due under this Lease, or because of the
breach of any


55





covenant of this Lease, or for any other relief
against Tenant, declaratory or otherwise, or should Tenant bring any suit for
any relief against Landlord, declaratory or otherwise, arising out of this
Lease, then in either instance, the non-prevailing party shall pay the
prevailing party’s costs, expenses and reasonable attorneys’ fees that such
party may have incurred in connection therewith, which shall be enforceable
whether or not such suit is prosecuted to judgment.


          (i)
Any action, suit or proceeding relating to, arising out of or in connection
with the terms, conditions and covenants of this Lease may be brought by
Landlord against Tenant in the courts of the State in which the Industrial
Center is located. Tenant hereby waives any objection to jurisdiction or venue
in any proceeding before said courts. Nothing herein shall limit the right of
Landlord to bring any action, suit or proceeding against Tenant in any other
court of competent jurisdiction.


ARTICLE
23. NO WAIVER


          Section
23.1. No Waiver Except
In Writing. Failure of Landlord or Tenant to insist upon the strict
performance of any provisions hereof or of any rules and regulations
promulgated hereunder or to exercise any option shall not be construed as a
waiver for the future of any such provision or rule or option. The receipt by
Landlord of any rent or other charge due hereunder with knowledge of the breach
of any provision of this Lease shall not be deemed a waiver of such breach. No
provision of this Lease shall be deemed to have been waived unless such waiver
be in writing signed by the Landlord. No payment by Tenant or receipt by
Landlord of a lesser amount than the monthly rent shall be deemed to be other
than on account of the earliest rent then unpaid nor shall any endorsement or
statement or any check or any letter accompanying any check or payment as rent
be deemed an accord and satisfaction, and Landlord may accept such check or
payment without prejudice to Landlord’s right to recover the balance of such
rent or pursue any other remedy in this Lease, and no waiver by Landlord in
respect to one tenant shall constitute a waiver in favor of any other tenant in
the Industrial Center.


ARTICLE
24. NOTICES


          Section
24.1. Addresses.
Except as otherwise provided for herein, any notice, demand, request, consent,
approval or other communication which either party hereto is required or
desires to give, make, or communicate to the other shall be in writing and
shall be given, made, or communicated by United States certified mail, or sent
by nationally recognized courier service (e.g. Federal Express) providing dated
evidence of receipt or refusal to accept delivery by the addressee, addressed,
as follows:


	
  

 	
  

 
	
 In the case of
 Landlord, to:

 	
 c/o Lighthouse Real
 Estate Management, LLC 

 
	
  

 	
 60 Hempstead Avenue,
 Suite 718

 
	
  

 	
 West Hempstead, NY
 11552

 
	
  

 	
 Attention: Paul
 Cooper

 






	
  

 	
  

 
	
 with a copy to:

 	
 Marc J. Becker, Esq.

 


56









	
  

 	
  

 
	
  

 	
 Goldfarb and Fleece
 LLP

 
	
  

 	
 345 Park Avenue, 33rd
 Floor

 
	
  

 	
 New York, New York
 10154

 






	
  

 	
  

 
	
 In the case of
 Tenant,

 	
 Coty US LLC

 
	
 prior to the
 Commencement Date to:

 	
 410 American Road

 
	
  

 	
 Morris Plains, New
 Jersey 07950 

 
	
  

 	
 Attention: Mr. Ralph
 Macchio

 
	
  

 	
  

 
	
 In the case of
 Tenant,

 	
 The Demised Premises

 
	
 after the
 Commencement Date to:

 	
           Attention:
 Mr. Ralph Macchio

 
	
  

 	
  

 
	
 In any case, with a
 copy to:

 	
 c/o Coty Inc.

 
	
  

 	
 Two Park Avenue

 
	
  

 	
 New York, New York
 10016

 
	
  

 	
 Attention: General
 Counsel

 


, subject to the right of either party to
designate a different address by notice similarly given, made or communicated,
as the case may be, any such notice to be effective on (x) if mailed: the date
the same was deposited in the United States mail as certified matter, with
postage thereon fully prepaid or (y) if sent by nationally recognized courier:
on the date when it shall have been delivered by such courier service or when
delivery by such courier service was refused by the addressee. Refusal to
accept delivery of any notice shall not limit or negate delivery of such notice
or limit, negate or render ineffective any such notice. Notices hereunder from
Landlord may be given by Landlord’s managing agent, if one exists, or by
Landlord’s attorney. Notices hereunder from Tenant may be given by Tenant’s
attorney. Notwithstanding the provisions of this Article 24, bills may be
rendered by delivering them to Tenant as aforesaid but without providing a copy
thereof to any other party.


ARTICLE 25. SUBORDINATION AND ATTORNMENT


          Section
25.1. Subordination. Subject to Landlord’s delivery of a
subordination, non-disturbance and attornment agreement pursuant to the
provisions of Section 25.4 of this Lease, this Lease and the rights of Tenant
hereunder are and shall be automatically subordinate to the lien of any
mortgage now or hereafter in force against the land and/or buildings of which
the Demised Premises are a part against any buildings hereafter placed upon the
land of which the Demised Premises are a part and to all advances made or
hereafter to be made upon the security thereof, and to any and all extensions,
renewals, modifications or replacements thereof (provided such mortgages are
not made to an affiliate of Landlord), and to any ground or underlying lease of
the land or buildings (provided such leases are not made by or to an affiliate
of Landlord). Within ten (10) days of Landlord’s written request, Tenant shall
execute any agreement reasonably required by any mortgagee or landlord,
confirming the foregoing subordination of this Lease.


57





          Section
25.2. Attornment.
Tenant shall, in the event of the sale or assignment of Landlord’s interest in
the Building of which the Demised Premises form a part or in the event of any
proceedings brought for the foreclosure of, or in the event of exercise of the
power of sale under any mortgage made by Landlord covering the Demised
Premises, attorn to the purchaser and recognize such purchaser as Landlord
under this Lease.


          Section
25.3. Mortgagee
Protection Clause. Tenant agrees to give any mortgagee and/or trustees
under any deed of trust or land under any ground lease, by registered or
certified mail or via a nationally recognized overnight courier service, a copy
of any notice of default served upon Landlord under this Lease which, if left
uncured, will give rise to Tenant’s right to terminate this Lease, provided
that prior to such notice Tenant has been notified, in writing, of the address
of such mortgagees and/or trust deed holders and/or landlords. Tenant further
agrees that if Landlord shall have failed to cure such default within the time
provided for in this Lease, then the mortgagees and/or trust deed holders
and/or landlords shall have an additional thirty (30) days within which to cure
such default or if such default cannot be cured within that time, then such
additional time as may be necessary if within such thirty (30) days, any
mortgagee and/or trust deed holder and/or landlord has commenced and is
diligently pursuing the remedies necessary to cure such default (including but
not limited to commencement of foreclosure proceedings, if necessary to effect
such cure) in which event this Lease shall not be terminated while such
remedies are being so diligently pursued.


          Section
25.4. Non-Disturbance
Agreement. Landlord hereby agrees, simultaneous with the execution and
delivery of this Lease, to obtain from John Hancock Life Insurance Company, the
holder of the presently existing mortgage affecting the Demised Premises, a
subordination, non-disturbance and attornment agreement with Tenant (the “Hancock
SNDA”), at no cost to Landlord, in the form attached hereto as Exhibit C.
Landlord further agrees to obtain an executed and acknowledged subordination,
non-disturbance and attornment agreement in a form substantially similar to the
Hancock SNDA from any holder of any future mortgage or ground lease affecting
the Demised Premises (a “Future Interest Holder SNDA”). In no event
shall Landlord’s failure to cause any such future interest holder to execute,
acknowledge and deliver to Tenant such Future Interest Holder SNDA constitute a
default under this Lease. In any event, Tenant shall reimburse Landlord, within
thirty (30) days after demand therefor, for Landlord’s out-of-pocket costs,
including reasonable attorney’s fees and disbursements, incurred in connection
with any of the efforts referred to in this Section 25.4.


ARTICLE
26. HAZARDOUS MATERIALS


          Section
26.1. Tenant shall not
cause or permit any Hazardous Materials, as herein defined, to be brought upon,
stored, treated, used, produced, generated, emitted, disposed, discharged, or
released (collectively known as “handled” or “handle”) upon, about, above or
beneath the Demised Premises or the Industrial Center. Notwithstanding the
foregoing, (i) normal quantities of those Hazardous Materials customarily used
in the conduct of Tenant’s normal business operations for the Permitted Use may
be used and stored at the Demised


58





Premises without Landlord’s prior written
consent, and (ii) in connection with the Permitted Use of the Demised Premises,
Tenant shall be allowed to receive and send shipments of Hazardous Materials,
but in all instances only in compliance with all applicable Environmental Laws,
as defined herein and with the highest prevailing industry standards. These
Hazardous Materials referred to in subdivisions (i) and (ii) of the preceding
sentence shall be known as “Tenant’s Hazardous Materials” and shall be handled
in accordance with all applicable federal, state and local laws, statutes,
ordinances, regulations, codes, rulings, policies, requirements, orders and
decrees including, but not limited to, the Resource Conservation Recovery Act
of 1976 (42 U.S.C.. 6901 et seq.), as amended, and the Comprehensive
Environmental Response Compensation and Liability Act (42 U.S.C.. 9601 et
seq.), as amended (collectively known as “Environmental Laws”) relating to the
industrial hygiene, environmental protection or the handling, use, analysis,
generation, manufacture, storage, presence, disposal or transportation of
Hazardous Materials, defined below. Tenant hereby agrees to pay the costs of
all remediation and corrective measures made necessary or desirable in the
event that Tenant shall breach the provisions of this Article. Tenant hereby
indemnifies and agrees to defend and hold harmless, Landlord and its managing
agent and its or their respective affiliates, principals, shareholders,
officers, directors, partners, members, trustees, fiduciaries, servants, agents
and employees from and against any and all liabilities, damages, suits, causes,
actions, penalties, costs, charges, fees and expenses, including, without
limitation, reasonable attorneys’ fees and disbursements, for death or injury
to any person or damage to any property whatsoever (including water tables and
atmosphere) or otherwise resulting from Tenant’s failure to comply with its
obligations, duties and responsibilities under this Article. For purposes of
this indemnity, Tenant shall have the burden of proof to establish any
pre-existing environmental conditions affecting the Demised Premises by
conducting an environmental audit of the property. Any acts or omissions of
Tenant or its employees, agents, customers, invitees, sub-lessees, assignees,
contractors or subcontractors (whether or not they are negligent, intentional,
willful or unlawful) shall be strictly attributable to Tenant hereunder. Tenant
agrees to execute affidavits, representations and the like from time to time at
Landlord’s request conveying Tenant’s best knowledge and belief regarding the
presence of Hazardous Materials in the Demised Premises.


          Tenant
shall at its own expense procure, maintain in effect and comply with all
conditions of any and all permits, licenses and other governmental and
regulatory approvals required for Tenant’s use of the Demised Premises,
including, without limitation, discharge of (appropriately treated) materials
or waste into or through any sanitary sewer system serving the Demised
Premises. Except as discharged in strict accordance and conformity with all
applicable Environmental Laws, Tenant shall cause any and all Hazardous
Materials to be removed from the Demised Premises and transported solely by
duly licensed facilities for final disposal of such Hazardous Materials. Tenant
shall in all respects handle any and all Hazardous Materials in, on, under or
about the Demised Premises in complete conformity with all applicable
Environmental Laws and prudent industry practice regarding the management of
such Hazardous Materials. All reporting obligations to the extent imposed upon
Tenant by Environmental Laws are solely the responsibility of Tenant. Upon
expiration or termination of this Lease, Tenant shall cause all Tenant’s
Hazardous Materials to be removed from the Demised Premises and transported for
use, storage or disposal in accordance and in compliance with all applicable Environmental
Laws. Tenant shall not take any remedial action in response to the presence of
Hazardous Materials in,


59





on or about the Demised Premises or in the
Industrial Center, nor enter into any settlement agreement, consent, decree or
other compromise in respect to any claims relating to or in any way connected
with the Demised Premises or the Industrial Center without first notifying
Landlord of Tenant’s intention to do so and affording Landlord thirty (30) days
to appear, intervene or otherwise appropriately assert and protect Landlord’s
interest with respect thereto. In addition, at Landlord’s request, at the
expiration of the Lease Term, Tenant shall remove all tanks or fixtures which
were placed on the Demised Premises during the Lease Term and which contain,
have contained or are contaminated with, Hazardous Materials.


          Tenant
shall immediately notify Landlord in writing of (a) any enforcement, clean-up,
removal or other governmental or regulatory action instituted, completed or
threatened pursuant to any Environmental Laws; (b) any claim made or threatened
by any person against Landlord or the Demised Premises relating to damage,
contribution, cost recovery, compensation, loss or injury resulting from or
claimed to result from any Hazardous Materials; and (c) any reports made to any
environmental agency arising out of or in, on or about the Demised Premises or
in connection with any Hazardous Materials removed from the Demised Premises,
including any complaints, notices, warnings, reports or asserted violations in
connection therewith. Tenant shall also provide to Landlord, as promptly as
possible, and in any event within five (5) business days after Tenant first
receives or sends the same, copies of all claims, reports, complaints, notices,
warnings or asserted violations relating in any way to the Demised Premises or
Tenant’s use thereof. Upon written request of Landlord (to enable Landlord to
defend itself from any claim or charge related to any Environmental Law),
Tenant shall promptly deliver to Landlord lists of Hazardous Materials removed
or to be removed from the Demised Premises. All such lists shall list the
Tenant or its agent as a responsible party and in no way shall attribute
responsibility for any such Hazardous Materials to Landlord.


          “Hazardous
Materials” means: (a) any material or substance; (i) which is defined or
becomes defined as a “hazardous substance,” “hazardous waste,” “infectious
waste,” “chemical mixture or substance,” or “air pollutant” under Environmental
Laws; (ii) containing asbestos, urea formaldehyde or polychlorinated biphenyls,
(iii) which is oil or petroleum product, (iv) which is radioactive; or (b) any
other material or substance displaying toxic, reactive ignitable or corrosive
characteristics, as all such terms are used in their broadest sense, and are
defined or become defined by Environmental Laws; or (c) materials which cause a
legal nuisance upon or waste to the Demised Premises or any portion of the
Industrial Center.


          If
any lender or governmental agency requires Landlord to test for a release of
Hazardous Materials on the Demised Premises, or if Landlord elects to conduct
tests for a release of Hazardous Materials on the Demised Premises because
Landlord reasonably believes that Tenant may have violated an Environmental Law
or the terms of this Article, and the results of any such testing concludes
that Tenant has caused a violation of an Environmental Law, then Tenant shall,
within thirty (30) days following Landlord’s demand, pay for all out of pocket
costs incurred by Landlord in connection with such testing.


          Tenant
agrees to clean its trucks in compliance with Environmental Laws such


60





that any run off from the cleaning of Tenant’s
trucks shall not spill into landscaped areas or drains.


          Tenant
acknowledges that Landlord has made no representations to Tenant with respect
to the compliance of the Demised Premises with Environmental Laws.


          Tenant
shall execute and deliver to Landlord a completed questionnaire, in the form
attached hereto as Exhibit D, immediately prior to the Commencement Date
and, if applicable, immediately prior to the commencement of any renewal term
and Tenant shall cooperate with Landlord in Landlord’s preparation of the
questionnaire attached hereto as Exhibit E, immediately prior to the
expiration of the Lease Term or Tenant’s surrender of possession of the Demised
Premises, whichever is earlier.


          Tenant
represents and warrants that, as of the date hereof, Tenant’s North American
Industry Classification System (“NAICS”) code is 325620 and Tenant agrees that
it will promptly advise Landlord of any change in Tenant’s NAICS code (or the
NAICS code of any assignee or sublessee) during the Demised Term. Prior to any
assignment of this Lease or subletting of any portion of the Demised Premises
and prior to the expiration or sooner termination of this Lease or any
sublease, Tenant, at its sole expense, will take all actions to comply with the
New Jersey Industrial Site Recovery Act (“ISRA”), if applicable, or provide
Landlord with reasonable evidence that ISRA is not applicable. Tenant will also
provide Landlord with a duplicate original of the affidavit and any and all
other information submitted to the New Jersey Department of Environmental
Protection (“NJDEP”) in connection with such compliance, if applicable. Prior
to the termination of this Lease and the cessation of all of Tenant’s
operations therein, or cessation of industrial operations as defined by NJDEP,
if ISRA is applicable, Tenant shall submit all required ISRA forms, reports,
letters, and payments. Tenant shall provide draft copies of all ISRA submittals
to Landlord for review prior to submission to regulatory agencies. If
remediation is required in order to submit a Response Action Outcome Form, such
remediation shall be performed by Tenant to standards required under ISRA. The
Response Action Outcome Form shall be issued to Landlord subsequent to the end
of the Demised Term and vacation of the Demised Premises by Tenant or in
accordance with the schedule required by ISRA. If requested by Tenant at the
time of execution of this Lease, Landlord will prepare all ISRA related
documents, with it understood that all reasonable costs incurred by Landlord in
connection therewith will be reimbursed by Tenant.


          Section
26.2. Landlord shall indemnify and hold harmless
Tenant, its officers, directors and employees from all fines, suits,
procedures, claims, damages, judgments and actions of every kind and all costs
associated therewith (including reasonable attorneys’ and consultants’ fees)
arising out of any Hazardous Materials existing in the Demised Premises in
violation of any Environmental Law as of the Commencement Date and arising out
of any deposit, spill, discharge or other release of Hazardous Materials in
violation of any Environmental Law at or from the Demised Premises prior to the
Commencement Date and, in any event, not caused by Tenant or its agents,
invitees, employees or contractors. In the event that (x) Hazardous Materials
are existing at the Demised Premises as of the Commencement Date


61





or are deposited, spilled, discharged or
otherwise released in violation of any Environmental Law in, at or from the
Demised Premises by Landlord or its agents, invitees, employees or contractors
and (y) as a result thereof, Tenant shall be unable to conduct its normal
business operations in all or any portion of the Demised Premises and shall
vacate the same, then the Minimum Rent and payments on account of Real Estate
Taxes and Complex Operating Costs shall equitably and proportionally abate for
the period commencing on the date on which Tenant shall have ceased its normal
business operations in the Demised Premises and vacated the same (or such
portion thereof) and ending on the earlier of (x) the date on which such
existing Hazardous Materials are remediated or such deposit, spill, discharge
or release of Hazardous Materials is remediated or (y) the date on which Tenant
shall resume conduct of its normal business operations in the Demised Premises.
Furthermore, in the event that Hazardous Materials are existing at the Demised
Premises as of the Commencement Date or otherwise deposited, spilled,
discharged or released in violation of any Environmental Law in, at or from the
Demised Premises by a party other than Landlord, Tenant or their respective
agents, invitees, employees or contractors, then Landlord and Tenant shall use
commercially reasonable efforts to agree upon a remediation plan so as to
minimize the effect of such deposit, spill, discharge or release on the conduct
of Tenant’s normal business operations at the Demised Premises, which
remediation plan shall be effectuated by Landlord at Landlord’s cost.


          Section
26.3. The obligations of
Landlord and Tenant under this Article shall survive the termination of this
Lease.


ARTICLE
27. MISCELLANEOUS PROVISIONS


          Section
27.1. Headings. The
captions of the Articles and Sections of this Lease are for convenience only
and shall not be considered or referred to in resolving questions of
interpretation or construction.


          Section
27.2. Time of Essence.
Time is of the essence with respect to the performance of each of the covenants
and agreements under this Lease.


          Section
27.3. Construction of
Lease. Parts of this Lease which are written or typed hereon control parts
which are pretyped, but pretyped parts of this Lease which are superseded by
written or typewritten parts may be utilized in the interpretation of such
pretyped parts. Tenant declares that Tenant has read and understands all parts
of this Lease, including all pretyped parts hereof. It is agreed that in the
construction and interpretation of the terms of this Lease any rule of
construction that a document is to be construed most strictly against the party
who prepared the same shall not be applied, it being agreed that both parties
hereto have participated in the preparation of the final form of this Lease. 


          Section
27.4. Governing Law.
This Lease and the enforcement hereof shall be governed by the laws of the
state in which the Industrial Center is located.


          Section
27.5. Severability.
If any provision of this Lease or any paragraph, sentence, clause, phrase or
word appearing herein be judicially or administratively held invalid or 


62





unenforceable for any reason whatsoever, such
holding shall not be deemed to affect, alter, modify or impair in any manner
whatsoever any other term, provision, paragraph, sentence, clause, phrase or
word appearing therein.


          Section
27.6. Interest Rate.
Where under the terms of this Lease interest shall be provided for, such
interest, unless a specific interest rate is set forth, shall be at a rate
equal to the prime rate of JP Morgan Chase Manhattan Bank, or any successor
thereto, plus five percent (5%), but in no event greater than the highest
lawful rate of interest per annum permissible under the law of the state in
which the Industrial Center is located, and shall accrue from the date when the
same becomes due and payable by the terms and provisions hereof until paid and
shall continue after any judgment until fully satisfied, to which shall be
added reasonable attorneys’ fees and costs.


          Section
27.7. Consent of
Landlord. Where, under the terms of this Lease, the consent of Landlord
shall be required, such consent, unless otherwise provided for herein, may be
arbitrarily withheld. If Tenant shall request Landlord’s consent and Landlord
shall fail or refuse to give such consent, Tenant shall not be entitled to any
damages for any withholding by Landlord of its consent, it being intended that
Tenant’s sole remedy shall be an action for specific performance or injunction,
and that such remedy shall be available only in those cases where Landlord has
expressly agreed in writing not to unreasonably withhold its consent or where
as a matter of law Landlord may not unreasonably withhold its consent.


          Section
27.8. Entire Agreement.
This Lease and the exhibits, riders and/or addenda, if any, attached hereto
contain all covenants and agreements between Landlord and Tenant relating in
any manner to the rental, use and occupancy of the Demised Premises and the
other matters set forth in this Lease. No prior agreement or understanding
pertaining to the same shall be valid or of any force or effect, and the
covenants and agreements of this Lease cannot be altered, changed, modified or
added to, except in writing signed by Landlord and Tenant. No representation,
inducement, understanding or anything of any nature whatsoever, made, stated or
represented on Landlord’s behalf, either orally or in writing (except this
Lease), has induced Tenant to enter into this Lease. The submission of this
document for examination does not constitute an offer to lease, or a
reservation of an option for the Demised Premises, and becomes effective only
upon execution and delivery thereof by Landlord and Tenant.


          Section
27.9. Default Under
Other Agreements. Any default by Tenant under any instrument, undertaking
or agreement executed by Tenant in favor of or with Landlord relating to this
Lease, or the tenancy created hereby, shall constitute a breach of this Lease
and entitle Landlord to pursue each and all of its rights and remedies
hereunder and at law.


          Section
27.10. Intentionally
Omitted.


          Section
27.11. Brokerage
Commission. Landlord and Tenant each represents and warrants to the other
that Cassidy Turley New Jersey, Inc., CB Richard Ellis, Inc. and Lighthouse
Real Estate Management (collectively, the “Broker”) are the sole brokers
with whom


63





such party has negotiated or otherwise dealt
with in connection with this Lease. Landlord and Tenant shall each indemnify
the other from all loss, cost, liability, damage and expenses, including, but
not limited to, reasonable counsel fees and disbursements, arising from any
breach of the foregoing representation and warranty. Landlord shall pay any
commission or fee due and owing to the Broker in connection with this Lease
pursuant to a separate agreement.


          Section
27.12. Relationship of Parties. Anything in
this Lease to the contrary notwithstanding, it is agreed that Landlord shall in
no event be deemed to be a partner or engaged in a joint venture with or any
associate of Tenant, or any party associated with Tenant in the conduct of its
business or otherwise, nor shall Landlord be liable for any debts incurred by
Tenant in the conduct of its business. The relationship of Landlord and Tenant
as established by this Lease is that of Landlord and Tenant. None of the
language or terminology of this Lease shall be construed to create any other
form of relationship between Landlord and Tenant.


          Section
27.13. No Recording of
Lease. Tenant represents that it shall not record this Lease and
acknowledges that such representation is a material term of this Lease.


          Section
27.14. Past Due Rent.
If Landlord shall fail to receive, when the same is due and payable, any
Minimum Rent, Additional Rent or other amounts or charges to be paid to
Landlord by Tenant, as provided in this Lease, Tenant shall pay as Additional
Rent interest thereon until fully paid, which shall continue after any judgment
until fully satisfied, and if same is not paid within five (5) days of its due
date Tenant shall pay as Additional Rent, a late charge equal to five percent
(5%) of each installment past due to cover the administrative costs and
expenses involved in administering delinquent accounts.


          Section
27.15. Limitation of
Liability. Anything in this Lease to the contrary notwithstanding, Tenant
agrees that it shall look solely to the estate and interest of the Landlord in
the Building (and any rental proceeds allocable to the Building and any sale
proceeds allocable to the Building), and subject to the prior rights of any
mortgagee of the Industrial Center and subject to the rights of an independent
third party under a leasehold interest of the Industrial Center or part
thereof, if any, for the collection of any judgment (or other judicial process)
requiring the payment of money by Landlord in the event of any default or
breach by Landlord with respect to any of the terms, covenants and conditions
of this Lease to be observed and/or performed by Landlord, and no other assets
of the Landlord or its managing agent, and its or their respective affiliates,
principals, shareholders, officers, directors, partners, members, trustees,
fiduciaries, servants, agents and employees, shall be subject to levy,
execution or other procedures for the satisfaction of Tenant’s remedies. Notwithstanding
anything to the contrary set forth in this Lease, in the event that Landlord
intends to convey its interest in the Building at any time during the Lease
Term, Landlord shall deliver to Tenant, no later than twenty-five (25) days
prior to such conveyance, an estoppel certificate. In the event that (x) Tenant
shall note in such estoppel certificate that Tenant has a claim against
Landlord requiring the payment of money by Landlord in connection with a
default or breach by Landlord with respect to any of the terms, covenants and
conditions of this Lease to be observed and/or performed by Landlord, (y) such
claim shall not be resolved to the reasonable satisfaction of Tenant prior to
the


64





consummation of the conveyance of the Building,
and (z) Tenant shall commence an action with respect to such claim within
forty-five (45) days after the later to occur of (i) the date of such
conveyance and (ii) the date Landlord notifies Tenant of such conveyance, and
as a result of such action, shall obtain a judgment, then in the event that
such judgment is not satisfied by the prior landlord who had conveyed its
interest in the Building, Tenant, as its sole remedy, may offset the amount of
such judgment against Minimum Rent payable under this Lease. The parties agree
that if Tenant fails to return the estoppel certificate, Tenant shall waive its
offset rights pursuant to this Section 27.15..


          Section
27.16. OFAC List
Representation. Tenant represents and warrants that it is not listed, nor
is it owned or controlled by, or acting for or on behalf of any person or
entity, on the list of Specially Designated Nationals and Blocked Persons
maintained by the Office of Foreign Assets Control of the United States
Department of the Treasury, or any other list of persons or entities with whom
Landlord is restricted from doing business with (“OFAC List”). Notwithstanding
anything to the contrary herein contained, Tenant shall not permit the Demised
Premises or any portion thereof to be used, occupied or operated by or for the
benefit of any person or entity that is on the OFAC List. Tenant shall provide
documentary and other evidence of Tenant’s identity and ownership as may be
reasonably requested by Landlord at any time to enable Landlord to verify
Tenant’s identity or to comply with any Legal request. Tenant shall indemnify
and hold Landlord harmless from and against all losses, damages, liabilities,
cost and expenses (including, without limitation, reasonable attorneys’ fees
and expenses) that are incurred by Landlord and/or its affiliate that derive
from a claim made by a third party against Landlord and/or its affiliates
arising or alleged to arise from a misrepresentation made by Tenant hereunder
or a breach of any covenant to be performed by Tenant hereunder.


ARTICLE
28. INTENTIONALLY DELETED


ARTICLE
29. TENANT’S RENEWAL OPTION


          Section
29.1. Tenant’s Renewal
Option. A. Provided (i) Tenant
is not then in default (x) under any of the non-monetary terms, covenants or
conditions of this Lease on Tenant’s part to be observed or performed beyond
the applicable notice and grace periods set forth in this Lease or (y) under
the monetary terms, covenants or conditions of this Lease on Tenant’s part to
be observed or performed; and (ii) Tenant and Tenant’s affiliates, in
contradistinction to any subtenants or occupants, shall then be in occupancy of
at least seventy-five (75%) of the Demised Premises, Tenant shall have the
option to renew this Lease and the Demised Term for a first renewal term
(referred to as the “Initial Renewal Term”) of five (5) years commencing
on the date immediately following the Expiration Date and ending, unless sooner
terminated pursuant to the terms, covenants and conditions of this Lease or
pursuant to law, on the last day of the calendar month in which the day
immediately preceding the fifth (5th) anniversary of the first day
of the First Renewal Term shall occur (the “First Renewal Expiration Date”).
If Tenant exercises such option in accordance with the provisions and
limitations of this Article, this Lease and the Lease Term shall be renewed for
the Initial Renewal Term at a Minimum Rent equal to the fair market annual
rental value of the Demised Premises as of the commencement date of the Initial
Renewal Term as agreed by the parties or determined in


65





accordance with the provisions of Section 39.03,
but otherwise upon the same then executory terms, covenants and conditions as
the original Demised Term, including without limitation the annual increases in
Minimum Rent contemplated under Subsection B of Section 1.8.


                                        B. Provided (i) Tenant is not then in default (x)
under any of the non-monetary terms, covenants or conditions of this Lease on
Tenant’s part to be observed or performed beyond the applicable notice and
grace periods set forth in this Lease or (y) under the monetary terms,
covenants or conditions of this Lease on Tenant’s part to be observed or
performed; and (ii) Tenant and Tenant’s affiliates, in contradistinction to any
subtenants or occupants, shall then be in occupancy of at least seventy-five
(75%) of the Demised Premises; and (iii) Tenant shall have exercised the option
to lease the Demised Premises during the Initial Renewal Term pursuant to the
provisions of Subsection A of this Section 29.1, Tenant shall have the option
to renew this Lease and the Demised Term for a final renewal term (referred to
as the “Final Renewal Term”) of five (5) years commencing on the date
immediately following the First Renewal Expiration Date and ending, unless
sooner terminated pursuant to the terms, covenants and conditions of this Lease
or pursuant to law, on the last day of the calendar month in which the day
immediately preceding the fifth (5th) anniversary of the first day
of the Final Renewal Term shall occur. If Tenant exercises such option in
accordance with the provisions and limitations of this Article, this Lease and
the Lease Term shall be renewed for the Final Renewal Term at a Minimum Rent
equal to the fair market annual rental value of the Demised Premises as of the
commencement date of the Final Renewal Term as agreed by the parties or
determined in accordance with the provisions of Section 39.03, but otherwise
upon the same then executory terms, covenants and conditions as the Initial
Renewal Term, including without limitation the annual increases in Minimum Rent
contemplated under Subsection B of Section 1.8. The Initial Renewal Term and
the Final Renewal Term are each individually referred to as a “Renewal Term.”


          Section
29.2. Tenant’s Exercise
of Options. Each of the options set forth in Section 29.1 may only be
exercised by notice given by Tenant to Landlord on or prior to the date which
is nine (9) months immediately preceding the commencement date of the
applicable Renewal Term. Time is of the essence with respect to the exercise of
such options. Tenant shall not have the right to give any such notice after the
date which is nine (9) months immediately preceding the commencement date of
the applicable Renewal Term, and any notice given after said applicable date
purporting to exercise such options shall be void and of no force or effect.
Landlord hereby confirms that the renewal option set forth in this Article 29
may be exercised by the entity which is Tenant under this Lease (whether or not
Coty US LLC) at the time of such exercise, provided that such entity did not
become Tenant in violation of the provisions of this Lease. Landlord
acknowledges that in the event that Tenant exercises either of its option set
forth in Section 29.1 within the time permitted pursuant to this Section 29.2,
but Tenant’s exercise is not valid because Tenant is then in default under the
monetary terms, covenants or conditions of this Lease on Tenant’s part to be
observed or performed, Landlord shall notify Tenant thereof and Tenant shall
have five (5) days from the date of such notification by Landlord to cure such
default, and in the event of such a cure by Tenant, then Tenant’s previous
exercise of such option shall not be invalidated due to the fact that at the
time such option was originally exercised, Tenant was so in default.


66





          Section
29.3. Determination of Fair Market Rental
Value: In the event that Tenant
shall have exercised the right to renew this Lease for the Initial Renewal Term
and/or the Final Renewal Term, as the case may be, and thereafter Landlord and
Tenant are unable to agree, within sixty (60) days after the commencement of
discussions thereon, as to the fair market annual rental value of the Demised
Premises for the Initial Renewal Term and/or the Final Renewal Term pursuant to
Section 29.1 then, upon the demand of either Landlord or Tenant, such fair
market annual rental value shall be determined by arbitration as follows:


                                         (a) Landlord and Tenant shall each appoint an
arbitrator within thirty (30) days after notice by either party requesting
arbitration of the issue. If either Landlord or Tenant shall have failed to
appoint an arbitrator within such period of time, then such arbitrator shall be
appointed by the American Arbitration Association, or its successor, or if at
such time such association is not in existence and has no successor, then by
the presiding Justice of the Supreme Court of the State of New Jersey, or any
successor court, upon request of either Landlord or Tenant, as the case may be.


                                         (b) The two arbitrators appointed, as above
provided, shall select a third arbitrator and if they fail to do so within
thirty (30) days after their appointment, such third arbitrator shall be
appointed as above provided for the appointment of an arbitrator in the event
either party fails to do so.


                                         (c) All of such arbitrators shall be real
estate appraisers or brokers having at least fifteen (15) years of experience
in such field in Morris County, New Jersey.


                                         (d) The three arbitrators, selected as
aforesaid, forthwith shall convene and render their decision as promptly as
practicable after the appointment of the third arbitrator. The decision of such
arbitrators shall be in writing and the vote of the majority of them (or, if
there be no majority decision, then the decision of the last appointed
arbitrator) shall be the decision of all and binding upon Landlord and Tenant
whether or not a judgment shall be entered in any court. Duplicate original
counterparts of such decision shall be sent by the arbitrators to both Landlord
and Tenant.


                                         (e) The arbitrators, in arriving at their
decision, shall take into consideration all relevant factors including, without
limitation, the annual increases in Minimum Rent contemplated under Subsection
B of Section 1.8 and that the CPI Increase Date in connection therewith will be
amended to be the January 1st of the calendar year in which the
first day of the applicable Renewal Term shall occur, and shall also be
entitled to consider all testimony and documentary evidence which may be
presented at any hearing as well as facts and data which the arbitrators may
discover by investigation and inquiry outside of such hearings. The arbitrators
shall be bound by the provisions of this Lease, and shall not add to, subtract
from, or otherwise modify such provisions. The cost and expense of such
arbitration shall be borne equally by Landlord and Tenant, except that each
party shall pay its own counsel fees and expenses.


67





                                         (f) If the determination of the Minimum Rent for
either Renewal Term has not been made by the commencement of the applicable
Renewal Term, Tenant, until such determination, shall continue to pay scheduled
Minimum Rent in an amount equal to the scheduled Minimum Rent payable with
respect to the period immediately prior to the commencement date of such
Renewal Term in question (as the same may have been escalated pursuant to the
provisions of this Lease) before any abatement or apportionment thereof, and
following such determination Tenant shall pay to Landlord, upon demand, any
additional sums due to Landlord as a result of such determination, or Landlord
shall credit Tenant, against the next installments of Minimum Rent, the amount
by which the sums paid by Tenant with respect to the Renewal Term prior to such
determination exceed the Minimum Rent as determined by arbitration with respect
to such period, as applicable.


          Section
29.4. Confirmation of
Exercise of Tenant’s Renewal Rights. Tenant, upon request of Landlord, from
time to time, will execute and deliver to Landlord an instrument in form
reasonably satisfactory to Landlord stating whether or not Tenant has exercised
any right to renew pursuant to the provisions of Section 29.1. However, failure
of Landlord to request the execution and delivery of any such instrument or
failure of Tenant to execute and deliver such instrument shall not vitiate the
foregoing provisions of this Article.


[SIGNATURE
PAGE IMMEDIATELY FOLLOWS]


68





          IN
WITNESS WHEREOF, the parties hereto have set their hands and seals on this 14th day of August, 2012.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
  

 	
 TENANT:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WU/LH 500 AMERICAN L.L.C.

 	
  

 	
 COTY US, LLC

 
	
 By:

 	
 Lighthouse 100
 William Operating LLC,

 	
  

 	
  

 	
  

 
	
  

 	
  its sole manager

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/Paul Cooper

 	
  

 	
 By:

 	
  

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  Name: Paul Cooper

 	
  

 	
  

 	
 Name:

 
	
  

 	
  Title: Member

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Louis Sheinker

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  Name: Louis Sheinker

 	
  

 	
  

 	
  

 
	
  

 	
  Title: Member

 	
  

 	
  

 	
  

 









          IN
WITNESS WHEREOF, the parties hereto have set their hands and seals on this 14th day of August, 2012.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
 LANDLORD:

 	
  

 	
 TENANT:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WU/LH 500 AMERICAN L.L.C.

 	
  

 	
 COTY US, LLC

 
	
 By:

 	
 Lighthouse 100
 William Operating LLC,

 	
  

 	
  

 	
  

 
	
  

 	
 its sole manager

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
 By:

 	
 /s/ Jules Kaufman

 
	
  

 	

 


 	
  

 	
  

 	

 


 
	
  

 	
  Name: Paul Cooper

 	
  

 	
  

 	
 Name: Jules Kaufman

 
	
  

 	
  Title: Member

 	
  

 	
  

 	
 Title: Manager

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  Name: Louis Sheinker

 	
  

 	
  

 	
  

 
	
  

 	
  Title: Member

 	
  

 	
  

 	
  

 










EXHIBIT A


Site Plan


(immediately
follows)


All conditions, dimensions, locations and measurements
are approximate.






[Site Plan]





EXHIBIT B
(Rules
and Regulations)


          1.
Tenant shall advise and cause its vendors and distributors to deliver all
merchandise in a manner that does not interfere with Landlord’s and other
tenant’s use and enjoyment of the Industrial Center.


          2.
All deliveries and pick ups are to be made to designated service or receiving
areas and Tenant shall request delivery trucks to approach their service or
receiving areas by designated service routes and drives.


          3.
Tractor trailers which must be unhooked or parked must use steel plates under
dolly wheels to prevent damage to the asphalt paving surface. In addition,
wheel blocking must be available for use. Tractor trailers are to be removed
from the loading areas after unloading.


          4.
There shall be absolutely no overnight parking of any kind by Tenant or its
employees or agents at the Industrial Center. Landlord shall have the right to
remove or cause to be removed any automobile or other vehicle of Tenant, its
employees or agents that may be parked in any other area not designated for
employee parking or which may be parked overnight. Any such removal shall be
without liability of any kind to Landlord, its agents and employees and Tenant
hereby indemnifies and agrees to hold Landlord free and harmless against all
such liability pursuant to the indemnity provisions contained in this Lease.
Tenant shall, from time to time, upon request of Landlord, supply Landlord with
a list of all automobile models and license plate numbers owned by its
employees and agents.


          5.
Tenant is responsible for storage and removal of its trash, refuse and garbage.
Tenant shall not dispose of the following items in sinks or commodes: Hazardous
Waste; plastic products (plastic bags, straws, boxes); sanitary napkins; tea
bags; cooking fats, cooking oils; any meat scraps or cutting residue; petroleum
products (gasoline, naphtha, kerosene, lubricating oils); paint products
(thinner, brushes); or any other items which the same are not designed to
receive. All floor area of the Demised Premises, including vestibules,
entrances and returns, loading docks, doors, fixtures, windows and plate glass,
shall be maintained in a safe, neat and clean condition.


          6.
Tenant shall not permit or suffer any advertising medium to be placed on the
Building’s walls, on the Demised Premises’ exterior walls or windows, on the
sidewalks or on the parking lot areas or light poles. No permission, expressed
or implied, is granted to expressed or implied, is granted to exhibit or
display any banner, pennant, sign and trade or seasonal decoration of any size,
style or material within the Industrial Center, or outside the Demised Premises.



          7.
Tenant shall not permit or suffer the use of any advertising medium which can
be





heard or experienced outside of the Demised
Premises, including, without limiting the generality of the foregoing, flashing
lights. searchlights, loud speakers, phonographs, radios or television. No
radio, television or other communication antenna equipment or device is to be
mounted, attached, or secured to any part of the roof, exterior surface, or
anywhere outside the Demised Premises, unless Landlord has previously given its
written consent, which may be arbitrarily withheld.


          8.
Tenant shall not permit or suffer merchandise of any kind at any time to be
placed, exhibited or displayed outside the Demised Premises, nor shall Tenant
use the exterior sidewalks, loading docks or exterior walkways of the Demised
Premises to display, store or place any merchandise. No sale of merchandise by
tent sale, truck load sale or the like, shall be permitted on the Industrial
Center’s drives, parking lot or other Common Facilities.


          9.
Tenant shall not permit or suffer any portion of the Demised Premises to be
used for retail residential, lodging purposes, sleeping, manufacturing, or any
immoral or illegal, purpose.


          10.
Tenant shall not, in or on any part of the Common Facilities or to other
tenants at the Industrial Center:


                    (a)
Create a legal nuisance.


                    (b)
Throw, discard or deposit any paper, glass or extraneous matter of any kind except
in designated receptacles, or create litter or hazards of any kind.


                    (c)
Deface, damage, or demolish any sign, light standard or fixture, landscaping
materials or other improvements within the Industrial Center, or the property
of other tenants, business invitees or employees situated within the Industrial
Center.


          11.
No additional locks or bolts of any kind shall be placed upon any of the
entrances, doors or windows by Tenant, nor shall any changes be made in
existing locks or the mechanism thereof. Each Tenant must, upon the termination
of its tenancy, restore to Landlord all keys of entrances, doors, offices, and
toilet rooms, either furnished to, or otherwise procured by, such Tenant, and
in the event of the loss of any keys so furnished, such Tenant shall pay to
Landlord the cost thereof and the cost of any locksmith or other service
required by Landlord to obtain access to the Demised Premises, and in the event
safes, closets of other lockable fixtures were installed in the Demised
Premises, Tenant shall give all keys or combinations thereto to Landlord.


          12.
Landlord shall have the right to prohibit any advertising, signage or other
display by any Tenant which, in Landlord’s opinion, tends to impair the reputation
of the Industrial Center or its desirability as an industrial center, and upon
written notice from Landlord,


2





the
Tenant shall refrain from or discontinue such advertising, signage or display.


          13.
Tenant shall employ only such labor as will not result in jurisdictional
disputes with any labor unions or strikes against or involving Landlord or the
Industrial Center and which shall not cause any conflict with any union
contract to which Landlord or its contractors or subcontractors may be a party


3





EXHIBIT C 

Hancock SNDA

(immediately follows)


4









	
  

 
	
 Loan No. 000001:

 
	
 RECORDING REQUESTED BY AND 

 WHEN RECORDED MAIL TO:

 
	
  

 
	
 Joe De Vesta, Esq.

 
	
 c/o Loeb & Loeb LLP

 
	
 345 Park Avenue

 
	
 New York, New York 10154

 
	

 


 
	
 Space Above This Line for Recorder’s Use

 


SUBORDINATION, NON-DISTURBANCE
AND ATTORNMENT AGREEMENT


          THIS
AGREEMENT is made this ___ day of June 2012 by COTY US LLC, a Delaware limited
liability company, having an office and place of business located at 500
American Road, Morris Plains, New Jersey 07950 (“Tenant”), and JOHN HANCOCK
LIFE INSURANCE COMPANY (U.S.A.), its successors and assigns, having its
principal place of business located at 197 Clarendon Street, C-3, Boston, MA
02116 (“Lender”), with reference to the following facts:


RECITALS


          A. On
June_____, 2012, WU/LH 500 American L.L.C., a Delaware limited liability
company (“Landlord”) and Tenant entered into a certain Lease Agreement
(“Lease”) covering the building (“Premises”) located at 500 American Road,
Morris Plains, New Jersey, which property is more particularly described in the
Mortgage (as hereinafter defined) (“Property”);


          B. Lender
granted a loan (“Loan”) to Landlord, which Loan is evidenced by a note and
secured, inter alia, by a first lien instrument in favor of Lender
covering the Property and upon the terms and conditions described therein,
which has been recorded in the Official Records of the Morris County Office of
the County Clerk in ______ (said instrument and all amendments, modifications, renewals,
substitutions, extensions, consolidations and replacements thereto and thereof,
as applicable, are hereinafter collectively referred to as “Mortgage”);


          C. Tenant
has requested of Landlord and Lender that this Agreement be executed;


          D. It is a
condition precedent to Lender executing this Agreement that (i) the Mortgage be
and remain at all times a first lien or charge upon the Property prior and
superior to the Lease; (ii) Tenant specifically subordinate the Lease to the
lien or charge of the Mortgage and (iii) Tenant attorn to Lender and its
successors and assigns in the event of the foreclosure or other proceeding to
enforce the Mortgage;


          E. NOW,
THEREFORE, in consideration of the mutual benefits accruing to the parties
hereto and for other valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and in order to induce Lender to enter into this
Agreement, Lender and Tenant hereby agree as follows:





          1. Subordination.
The Lease and any extensions, renewals, replacements, consolidations or
modifications thereof, and all the right, title and interest of the Tenant in
and to the Premises, and all rights of the Tenant thereunder, are and shall be
subject and subordinate to the Mortgage and the lien and terms thereof.


          2. Lender’s
Exercise of Remedies. In the event of (a) the institution of any
foreclosure, trustee’s sale or other like proceeding, (b) the appointment of a
receiver for the Landlord or the Property, (c) the exercise of rights to
collect rents under the Mortgage or any of the other documents evidencing or
securing the Loan (collectively, the “Loan Documents”) including, without
limitation, any assignment of rents, (d) the recording by Lender or its
successor or assignee of a deed in lieu of foreclosure for the Property, or (e)
any transfer or abandonment of possession of the Property to Lender or its
successor or assigns in connection with any proceedings affecting Landlord
under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such foreclosure,
recording of a deed in lieu of foreclosure, or transfer or abandonment of the
Property referred to in the preceding clauses (a) through (e) is hereinafter
called a “Transfer”, and Lender or any successor or assignee of Lender taking
title to the Property in connection with a Transfer is hereinafter called the
“Transferee”), such Transferee shall not: (i) be liable for any damages
(including, without limitation, consequential damages) or other relief or be
subject to any offsets, defenses or counterclaims of any kind attributable to
any event, act omission or default under the Lease, including, but not limited
to, a breach of any representation or warranty under the Lease, of Landlord or
any prior landlord under the Lease, except for any continuing event, act,
omission or default of which Lender has been provided notice as described in
Paragraph 4 below, and if any such offset is expressly provided for in the
Lease, (ii) be bound by any prepayment by Tenant of more than one month’s installment
of rent unless such prepayment is expressly required in the Lease or has been
specifically approved in writing by Lender, or be liable or responsible for any
security deposit or other sums which Tenant may have paid under the Lease
unless such deposit or other sums have been physically delivered to Transferee,
or (iii) be bound by any modification or amendment of the Lease, or any waiver
of any terms of the Lease unless the same shall have been approved in writing
by Lender.


          3. Attornment
and Non-Disturbance. Provided (a) Tenant complies with this Agreement, (b)
Tenant is not in default under the terms of the Lease continuing beyond the
expiration of any applicable notice, grace and/or cure period and (c) the Lease
is in full force and effect, except as set forth in Paragraphs 2 and 5(d) and
(e), Lender shall not disturb Tenant’s possession under the Lease or adversely
affect Tenant’s rights thereunder and any default under the Mortgage or any of
the other Loan Documents and any proceeding to foreclose the same will not
disturb Tenant’s possession under the Lease and the Lease will not be affected
or cut off thereby, and notwithstanding any such foreclosure or other Transfer
of the Property to Transferee, Transferee will recognize the Lease and will
accept the attornment of Tenant thereunder and the Lease shall continue in full
force and effect as direct lease between Transferee and Tenant.


          Tenant
shall attorn to Transferee, including Lender if Lender becomes a Transferee, as
the landlord under the Lease. Said attornment is subject to the limitation of
Transferee’s obligations set forth in Paragraph 2 above and shall be effective
and self-operative without the execution of any further instruments upon
Transferee’s succeeding to the interest of the landlord



2






under the Lease. Tenant and Lender shall, however, confirm the
provisions of this paragraph in writing upon request by either of them.


          4. Lender’s
Right to Cure. Notwithstanding anything to the contrary in the Lease or
this Agreement, Tenant shall provide Lender with written notice (a “Default
Notice”)of any default of Landlord under the Lease (which can be a copy of the
notice provided to the Landlord) if such default (a “Landlord Default”) is of
such a nature as to give the Tenant a right to terminate the Lease, and Tenant
will not seek to terminate the Lease as a result of a Landlord Default until
giving Lendera Default Notice and providing Lender a period of thirty (30) days
thereafter to cure the applicable Landlord Default (the “Cure Period”).
Notwithstanding the foregoing, if a Landlord Default cannot with due diligence
be cured within the Cure Period because the cure requires possession and
control of the Property or Premises, Lender’s cure period shall continue for
such additional time as Lender may reasonably require to either obtain
possession and control of the Property or Premises or obtain the appointment of
a receiver pursuant to any court proceeding or otherwise, in any event, so long
as Lender (i) within the Cure Period, notifies Tenant in writing of Lender’s
intention to cure such default and (ii) after obtaining possession and control
(or the appointment of a receiver), diligently prosecutes the cure to
completion; provided further that in no event shall Lender’s entire Cure Period
exceed ninety (90) days. Lender shall have no obligation to cure (and shall
have no liability or obligation for not curing) any breach or default by
Landlord, except to the extent that Lender agrees otherwise in writing. Notwithstanding
anything to the contrary in the Lease or this Agreement, Tenant shall also
provide Lender with written notice of any default of Landlord under the Lease
(which can be a copy of the notice provided to the Landlord) if such default is
of such a nature as to give Tenant a right to reduce rent thereunder or to
credit or offset any amounts against future rents, but in no event shall Tenant
be required to provide Lender any cure period with respect there to as a
condition precedent to Tenant’s exercise of any such rights.


          5. Miscellaneous.


                    (a)
This Agreement shall be binding upon and shall inure to the benefit of the
parties hereto, their successors and assigns; provided, however, that in the
event of the assignment or transfer of the interest of Transferee, all
obligations and liabilities of Transferee under this Agreement shall terminate,
and thereupon all such obligations and liabilities shall be the responsibility
of the party to whom Transferee’s interest is assigned or transferred; and
provided further that the interest of Tenant under this Agreement may not be
assigned or transferred except to the extent the assignment of Tenant’s
interest in the Lease is permitted under the Lease.


                    (b)
Tenant acknowledges that it has notice that the Lease and the rent and all
other sums due thereunder have been assigned to the Lender as part of the
security for the note secured by the Mortgage and upon written notice from
Lender of a default under the Mortgage, Tenant shall pay its rent and all other
sums due under the Lease directly to Lender, and Landlord, by its execution
hereof, hereby (i) directs Tenant to make such payment to Lender, (ii) releases
Tenant from any liability to Landlord on account of any such payments and (iii)
agrees that all such payments shall be fully credited against Tenant’s
obligations under the Lease.


3





                    (c)
Tenant acknowledges and agrees that it shall not terminate the Lease in the
event of a Landlord Default unless Tenant provides Lender written notice and an
opportunity to cure as described in Paragraph 4 above.


                    (d)
Tenant covenants and acknowledges that it currently has no right or option of
any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase
the Premises or the Property, or any portion thereof or any interest therein.


                    (e)
This Agreement is the whole and only agreement between the parties hereto with
regard to the subordination of the Lease to the lien or charge of the Mortgage.
This Agreement may not be modified in any manner or terminated except by an
instrument in writing executed by the parties hereto.


                    (f)
This Agreement shall be deemed to have been made in the state where the Property
is located and the validity, interpretation and enforcement of this Agreement
shall be determined in accordance with the laws of such state.


                    (g)
In the event 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 attorneys’ fees, costs and expenses incurred by the prevailing
party.


                    (h)
Any notices or communications required or permitted to be given or made
hereunder shall be deemed to be so given or made when in writing and delivered
in person or sent by United States registered or certified mail, postage
prepaid, or by nationally recognized overnight courier service, directed to the
parties at the following addresses or such other addresses as they may from
time to time designate in writing:


	
  

 	
  

 
	
 Lender:

 	
 John Hancock Life Insurance Company (U.S.A.)

 
	
 Attention:

 	
 Real Estate Finance Group

 
	
  

 	
 197 Clarendon Street, C-3 Boston, MA 02116 

 
	
  

 	
 Reference Loan No. 000001:

 
	
  

 	
  

 
	
 Tenant:

 	
 Coty US LLC

 
	
  

 	
 500 American Road

 
	
  

 	
 Morris Plains, New Jersey 07950 

 
	
  

 	
 Attention: _____________

 
	
  

 	
  

 
	
 With a copy to Coty Inc.

 
	
  

 	
 Two Park Avenue

 
	
  

 	
 New York, New York 10016 

 
	
  

 	
 Attention: General Counsel

 



                    Notices
or communications mailed in the U.S. mail shall be deemed to be served on the
third business day following mailing, notices or communication served by hand
or by overnight courier shall be deemed served upon receipt.


4





                    (i)
This document may be signed in counterparts which together shall be deemed to
be one and the same document. The signature pages from any such counterpart may
be attached to another such counterpart to form one complete set of signatures
for this document.


                    (j)
The parties hereto represent and warrant that their respective signatories to
this Agreement have been duly authorized by the Tenant, Landlord and Lender, as
applicable.


5






          IN WITNESS
WHEREOF, this Agreement has been signed and delivered as of the date and year
first above set forth.


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 COTY US LLC

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 






	
  

 	
  

 
	
 _____________ OF ____________

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF _________________

 	
 )

 


On this ________ day of __________, 2012,
before me, the undersigned Notary Public, personally appeared
________________________, proved to me through satisfactory evidence of
identification, which was/were ______________, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that
he/she signed it voluntarily for its stated purpose(s) as a/an
______________________ for.


	
  

 
	
 ________________________________       (Seal)

 
	
 Signature of Notary

 
	
  

 
	
 My commission expires: ____________

 


6









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 LENDER:

 
	
  

 	
  

 
	
  

 	
 JOHN HANCOCK LIFE INSURANCE

 COMPANY (U.S.A.)

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 duly authorized

 






	
  

 	
  

 
	
 COMMONWEALTH OF MASSACHUSETTS

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF SUFFOLK

 	
 )

 


On this ________ day of _______, 20______,
before me, the undersigned Notary Public, personally appeared ___________,
proved to me through satisfactory evidence of identification, which was/were
personal knowledge, to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that he/she signed it voluntarily for
its stated purpose(s) as a/an Assistant Vice President for John Hancock Life
Insurance Company (U.S.A.).


	
  

 	
  

 
	
 ______________________________________       (Seal)

 	
  

 
	
 Signature of Notary

 	
  

 
	
  

 	
  

 
	
 My commission expires: __________________

 	
  

 


7









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 As to Paragraph 5(b):

 
	
  

 	
  

 
	
  

 	
 LANDLORD:

 
	
  

 	
  

 
	
  

 	
 WU/LH 500 AMERICAN L.L.C.

 
	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title: 

 	
  

 
	
  

 	
  

 	
  

 	

 


 






	
  

 	
  

 
	
 _____________ OF ____________

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF _________________

 	
 )

 


On this ________ day of __________, 2012,
before me, the undersigned Notary Public, personally appeared
________________________, proved to me through satisfactory evidence of
identification, which was/were ______________, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that
he/she signed it voluntarily for its stated purpose(s) as a/an
______________________ for.


________________________________       (Seal)

Signature of Notary


My commission expires: ____________


(Post-Closing)


8






EXHIBIT D
TENANT
MOVE-IN AND LEASE RENEWAL ENVIRONMENTAL

QUESTIONNAIRE


Property
Name: ______________________________________________________________


Property
Address: ____________________________________________________________


Building/Suite
Numbers: _______________________________________________________


Instructions: The following
questionnaire is to be completed by the Tenant Representative with knowledge of
the planned/existing operations for the specified building/location. A copy of
the completed form must be attached to all new leases and renewals, and
forwarded to the Owner’s Risk Management Department. Please print clearly and
attach additional sheets as necessary.


1.
PROCESS INFORMATION


Describe
planned use (new Lease) or existing operations (lease renewal), and include
brief description of manufacturing processes employed.


2. HAZARDOUS MATERIALS


Are
hazardous materials used or stored? If so, continue with the next question. If
not, go to Section 3.0.


2.1 Are any of the following materials handled on the property?


Yes ____
No____


(A
material is handled if it is used, generated, processed, produced, packaged,
treated, stored, emitted, discharged, or disposed.) If so, complete this
section. If this question is not applicable, skip this section and go on to
Section 5.0.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ____: Explosives

 	
 ____: Fuels

 	
 ____: Oils

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ____: Solvents

 	
 ____: Oxidizers

 	
 ____: Organics/Inorganics

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ____: Acids

 	
 ____: Bases

 	
 ____: Pesticides

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ____: Gases

 	
 ____: PCBs

 	
 ____: Radioactive Materials

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ____: Other (please specify)

 	
  

 	
  

 



2.2 If any of the groups of materials checked in Section 2.1, please list
the specific material(s), use(s), and quantity of each chemical used or stored
on the site in the Table below. If convenient, you may substitute a chemical
inventory and list the uses of each of the chemicals in each category
separately.









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Material

 	
  

 	
 Physical State (Solid, Liquid, or Gas)

 	
  

 	
 Usage

 	
  

 	
 Container Size

 	
  

 	
 Number of Containers

 	
  

 	
 Total Quantity

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



2.3 Describe
the planned storage area location(s) for these materials. Please include site maps and drawings as appropriate.


3 HAZARDOUS WASTES


Are hazardous wastes generated? Yes
____ No____


If yes, continue with the next question. If not, skip this section and
go to section 4.0.


3.1 Are
any of the following wastes generated, handled, or disposed of (where
applicable) on the property?


	
  

 	
  

 	
  

 
	
  

 	
 ____: Hazardous Wastes

 	
 ____: Industrial
 Wastewater

 
	
  

 	
 ____: Waste Oils

 	
 ____: PCBs

 
	
  

 	
 ____: Air Emissions

 	
 ____: Sludges

 
	
  

 	
 ____: Regulated Wastes

 	
 ____: Other
 (please specify)

 



3.2 List
and quantify the materials identified in Question 3-1 of this section.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 WASTE GENERATED

 	
  

 	
 RCRA listed Waste?

 	
  

 	
 SOURCE

 	
  

 	
 APPROXIMATE MONTHLY QUANTITY

 	
  

 	
 WASTE CHARACTERIZATION

 	
  

 	
 DISPOSITION

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



3.3 Please
include name, location, and permit number (e.g., EPA ID No.) for transporter
and disposal facility, if applicable). Attach separate pages as necessary







	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Transporter/Disposal

 Facility Name

 	
  

 	
 Facility Location

 	
  

 	
 Transporter (T) or

 Disposal (D) Facilit

 	
  

 	
 Permit Number

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



3.4 Are pollution controls or
monitoring employed in the process to prevent or minimize the release of
wastes into the environment? Yes
____      No      ____
If so, please describe.


4. USTS/ASTS


4.1 Are underground storage
tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for
the storage of petroleum products, chemicals, or liquid wastes present on site
(lease renewals) or required for planned operations (new tenants)?

Yes____     No____


If
not, continue with section 5.0. If yes, please describe capacity, contents,
age, type of the USTs or ASTs, as well any associated leak detection/spill
prevention measures. Please attach additional pages if necessary.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Capacity

 	
  

 	
 Contents

 	
  

 	
 Year Installed

 	
  

 	
 Type (Steel,

 Fiberglass, etc.)

 	
  

 	
 Associated Leak

 Detection

 /Spill Prevention

 Measures*

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



*Note: The following are examples of leak detection/spill
prevention measures


	
  

 	
  

 	
  

 
	
 Integrity testing

 	
 Inventory Reconciliation

 	
 Leak detection

 
	
 system

 	
  

 	
  

 
	
 Overfill spill protection

 	
 Secondary containment

 	
 Cathodic protection

 



4.2 Please provide
copies of written tank integrity test results and/or monitoring documentation, if available.


4.3 Is the UST/AST
registered and permitted with the appropriate





regulatory agencies?          Yes _____
No _____


4.4 If so, please attach a copy of the required permits.


If this Questionnaire is being completed for a lease renewal, and if
any of the USTs/ASTs have leaked, please state the substance released, the
media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken, and al
remedial responses to the incident.


4.5 If this Questionnaire is being completed for a lease renewal, have USTs/ASTs been removed from the property? Yes ___ No ___


If yes, please provide any official closure letters or reports and
supporting documentation (e.g., analytical test results, remediation report
results, etc.).


4.6 For Lease renewals, are there any above or below ground pipelines on site used to
transfer chemicals or wastes? Yes ___ No
___


For new tenants, are installations of this type required for the
planned operations?

Yes ___ No ___


If yes to either question, please describe.


5. ASBESTOS CONTAINING BUILDING MATERIALS


Please be advised that this property participates in an Asbestos
Operations and Maintenance Program, and that an asbestos survey may have been
performed at the Property. If provided, please review the information that
identifies the locations of known asbestos containing material or presumed
asbestos containing material. All personnel and appropriate subcontractors
should be notified of the presence of these materials, and informed not to
disturb these materials. Any activity that involves the disturbance or removal
of these materials must be done by an appropriately trained
individual/contractor.


6. REGULATORY


6.1 For Lease Renewals, are there any past, current, or pending regulatory actions
by federal, state, or local environmental agencies alleging noncompliance with
regulations?
Yes ___ No___


If so, please describe.





6.2 For
lease renewals, are there any past, current, or pending lawsuits or
administrative proceedings for alleged environmental damages involving the
property, you, or any owner or tenant of the
property? Yes ____ No____


If so, please describe.


6.3 Does the operation have or require a
National Pollutant Discharge Elimination System (NPDES) or equivalent
permit? Yes ____ No____


If so, please attach a copy of this permit.


6.4 For Lease renewals, have there been any
complaints from the surrounding community regarding facility operations? Yes ____ No____


6.5 Have there been any worker complaints or
regulatory investigations regarding hazardous material exposure at the
facility? Yes ____ No____


If so, please describe status and any corrective actions taken. Please
attach additional pages as necessary.


6.6 Has a Hazardous Materials Business Plan
been developed for the site?


Yes ____
No____


If so, please attach a copy.


7. CERTIFICATION


I am familiar with the real property described
in this questionnaire. By signing below, I represent and warrant that the
answers to the above questions are complete and accurate to the best of my
knowledge. I also understand that the Owner will rely on the completeness and
accuracy of my answers in assessing any environmental liability risks
associated with the property.


Signature: 


	
  

 	
  

 	
  

 
	
 Name: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 













	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 
	
 Telephone:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 



PLEASE PROVIDE
A COPY OF THE COMPLETED QUESTIONNAIRE TO:





EXHIBIT E
TENANT
MOVE-OUT ENVIRONMENTAL QUESTIONNAIRE


Property Name:
___________________________________________________________________________________


Property Address:
______________________________________________________________________


Building / Suite Number(s):
__________________________________________________________


Instructions: The following questionnaire is to be completed by the
Property Manager prior to/after the Tenant vacates a building/suite or
location. A copy of the completed form must be forwarded to the Owner’s Risk
Management Department. Please print clearly and attach additional sheets as
necessary.


1. GENERAL INFORMATION


Property Manager:

Property Management Company:

Regional Manager:


2. TENANT 

INFORMATION Name of Former Tenant:


Lease Date: ____________________    
Move-out Date:    ____________________


3. INDOOR
INSPECTION


The Property Manager is expected to inspect the vacant building/suite
of the tenant. A pre-vacate “inspection” should be performed in advance of the
tenant moving out to ensure that potential environmental issues requiring
tenant response are addressed. Areas that are inaccessible should be noted. The
Property Manager should check the interior of all closets and storage cabinets
for items left by the vacated tenant.


3.1 Upon entering the vacated
building(s)/suite(s), did you note any unusual odors?


Yes ____
No____


If yes, please provide a brief description of the odor (rotten eggs,
chemical, etc.), and note possible sources of the odor:

___________________________________________________________________________________________________________

____________________________________






___________________________________________________________________________________________________________

____________________________________


3.2 Were any chemicals, including janitorial supplies left in the
building/suite(s)?


Yes ____
No____


If
yes, please provide a list of the items, note their location and note whether
any leakage or staining is apparent (please attach additional sheets as
necessary):

___________________________________________________________________________________________________________

____________________________________

___________________________________________________________________________________________________________

____________________________________


3.3 Are there any known or
suspect environmental conditions associated with the
tenant’s former activities at the building/suite?


If yes, please identify the location and nature of the
environmental conditions:

___________________________________________________________________________________________________________

____________________________________

___________________________________________________________________________________________________________

____________________________________


4. OUTDOOR INSPECTION


The
Property Manager is expected to inspect the exterior and perimeter of the
vacant building/suite of the former tenant.


4.1 Please check each
of the applicable items, if observed outside the former tenant’s building/suite:


	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ___:

 	
 Drums

 	
 ___: Leakage from Transformers

 
	
  

 	
 or Other Containers

 	
  

 	
  

 	
  

 
	
  

 	
 ___:

 	
  

 	
 ___: Leakage from Trash Compactor Oil

 
	
  

 	
  

 	
 Dumpin Reservoir

 	
  

 
	
  

 	
 g of Trash/Debris Wastes

 	
  

 	
  

 	
  

 
	
  

 	
 ___:

 	
 Stained 

 	
 ___: Other

 	
  

 
	
  

 	
 Soils/Pavement

 	
 (Specify):

 	
 _____________________________

 
	
  

 	
 ___:

 	
 Stressed

 	
  

 
	
  

 	
 or Stained Vegetation

 	
  

 	
  

 	
  

 









For each item checked above, please describe the location, provide a
brief description and estimate the approximate quantity or amount (Attach
additional sheets as necessary.):


4.2 Are
underground storage tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for the storage of either
petroleum products, chemicals, or liquid wastes present at the vacating
tenant’s building/suite?

Yes ____ No____


If yes, please describe capacity, contents, age, type of the USTs or
ASTs, as well any associated leak detection/spill prevention measures. Please
attach additional pages if necessary.


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Capacity

 	
  

 	
 Contents

 	
  

 	
 Year Installed

 	
  

 	
 Type (Steel, Fiberglass, etc.)

 	
  

 	
 Associated Leak Detection /Spill Prevention
 Measures*

 
	

 


 	
  

 	

 


 	
  

 	

 


 	
  

 	

 



 	
  

 	

 


 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 



*Note: The following are
examples of leak detection/spill prevention measures:


	
  

 	
  

 	
  

 
	
 Integrity testing system

 	
 Inventory reconciliation

 	
 Leak
 detection

 
	
 Overfill spill protection

 	
 Secondary containment

 	
 Cathodic protection

 



Please provide copies of the most recent written tank integrity test
results and/or monitoring documentation, if available.


(b) Are there
any documented releases associated with the USTs/ASTs?


Yes ____ No____


If so, please state the substance released,
the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken,
and all remedial responses to the incident (Please attach additional sheets as necessary.):
_________________________________________________________________________________________

_______________________________________________________________________________________________________________________________


4.3 Have USTs/ASTs been
removed from the vacated tenant’s building/suite?





Yes ____
No____


If yes, please provide any official closure letters or reports and
supporting documentation (e.g., analytical test results, remediation report
results, etc.) unless previously provided.


5. ASBESTOS
CONTAINING BUILDING MATERIALS


If an asbestos survey is available for the property, please review the
information that identifies the locations of known asbestos containing material
or presumed asbestos containing material. Please note that any tenant activity
that may have involved the disturbance or removal of these materials must be
done by an appropriately trained individual/contractor.


If the available asbestos survey results indicate that asbestos
containing materials (ACMs), and/or presumed asbestos containing materials
(PACMs) have been identified in the building/suite, please inspect those
materials and note those that are damaged in the space below:





6. REGULATORY


6.1 Are there any past, current, or pending
regulatory actions by federal, state, or local environmental agencies alleging
that the vacated tenant is in noncompliance with
regulations?     Yes _____ No ___


If so, please
describe.

___________________________________________________________________________________________________________

____________________________________

___________________________________________________________________________________________________________

____________________________________


	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 PREPARED BY:

 	
  

 	
 PLEASE
 FORWARD THE COMPLETED QUESTIONNAIRE TO:

 	
  

 
	
 Signature:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 


 	
  

 	 


 	
  

 
	
 Name:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 


 	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Date:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 


 	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	 


 	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Company:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 


 	
  

 	
  

 
	
 Telephone:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	 


 	
  

 	
  

 
	
 Fax:

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	 

 	
  

 	 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 










EXHIBIT F


Initial Tenant’s Work Schematic


(immediately follows)






[Floor Plan]






[Floor Plan]





EXHIBIT G


Tenant’s Parking Work Plan


(immediately follows)






[Site Plan]






TENANT ESTOPPEL CERTIFICATE
OF


	
  

 	
  

 
	
 To:

 	
 John
 Hancock Life Insurance Company (U.S.A.) (“JHLICO”)

 
	
  

 	
  

 
	
 Re:

 	
 Lease Between Wu/LH 500
 American L.L.C. and Coty US, LLC for space located at 500 American Road,
 Morris Plains, NJ (“Leased Premises”) JHLICO Loan #
 ____________________

 



Ladies and Gentlemen: 


For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and in connection to a secured loan by JHLICO to Wu/LH 500
American L.L.C. covering property of which the Leased Premises are a part, the
undersigned, as Tenant under that certain lease dated   8/14  , 2012, (“Lease”)
made with Wu/LH 500 American L.L.C., as Landlord, hereby:  


1.
Certifies to JHLICO, its successors and assigns that, as of the date hereof and
to the best of Tenant’s knowledge, (a) the Leased Premises is acknowledged to
contain 98,169 rentable square feet; (b) the Lease is in full force and effect
and has not been modified, supplemented or amended in any way; (c) the Lease
represents the entire agreement between the parties as to this leasing; (d) the
term of the Lease will commence on the later to occur of (i) September 1, 2012,
and (ii) the date on which Landlord delivers both vacant possession of the
Leased Premises to Tenant, free of any tenancies (other than the Lease) and in
the condition otherwise required under the Lease and a fully-executed
counterpart of the Hancock SNDA (as defined in the Lease) and will expire on
the last day of the calendar month in which the day immediately preceding the
sixteen (16) year, six (6) month anniversary of such commencement date shall
occur; (e) there are no options to extend the term except as follows: per
Article 29 of the Lease, two 5 year renewal terms at Minimum Rent based on fair
market value of Lease Premises; (f) there are no cancellation options, other
than rights in the event of a casualty or condemnation, except as follows: per
Section 1.2 of the Lease, termination right if commencement of Lease does not
occur on or prior to December 31, 2012; (g) there are no options to purchase
the Leased Premises or any part thereof or any rights of first refusal except
as follows: N/A; (h) on this date there exists no factual circumstance or
condition which, with notice or the lapse of time, or both, would constitute a
default on the part of Landlord, would constitute a defense to the enforcement
of the Lease by Landlord or an offset against the rents or other charges due
the Landlord under the Lease, or would constitute the basis for a claim or
cause of action against the Landlord; (i) on this date there exists no factual
circumstance or condition which, with notice or the lapse of time, or both,
would constitute a default on the part of the Tenant under the Lease, and
Tenant has not received notice from the Landlord pertaining to a default or
alleged default under the Lease; (j) the base rental obligation under the Lease
in effect as of the commencement of the term of the Lease is as follows: for
the period from the commencement of the Lease and ending on the last day of the
calendar month in which the day immediately preceding the two (2) year, six (6)
month anniversary of such commencement date shall occur, the sum of $956,166.06
per annum ($79,680.51 per month); thereafter, the Minimum Rent is subject to
increase based on increases in CPI as more particularly described in Section
1.8 of the Lease; Tenant also makes payments on account of Tenant’s pro-rata
share of real estate taxes and complex operating costs applicable to the Leased
Premises and reimbursement to Landlord of certain insurance premiums; (k) the
first installment of Minimum Rent due and payable following the rent holiday
period provided in the Lease was paid upon execution of the Lease, and, except
as previously noted, no rental has been paid more than one (1) month in
advance; (l) under the Lease, the Tenant is obligated to pay percentage rent
expressed as N/A% for defined sales in excess of $N/A (indicate N/A, if not
applicable); (m) No sums were deposited by Tenant with Landlord as security
under the Lease; (n) Tenant will not be using the Leased Premises in violation
of any applicable laws, rules, ordinances or regulations, including, but not
limited to, any applicable environmental laws, rules or regulations
(collectively “Laws”), there are no regulatory actions or other claims pending
or threatened against the Tenant in connection with any such Laws applicable to
the Leased Premises, and Tenant has not received any notice from any third
party or governmental authority alleging a violation of any such Laws; (o)
there has not been filed by or against the Tenant nor, to the best knowledge
and belief of Tenant, is there threatened against or contemplated by Tenant, a
petition in bankruptcy, voluntary or otherwise, any assignment for the benefit
of creditors, any petition seeking reorganization or arrangement under
bankruptcy laws of the United States or of any state thereof, or any other
action brought under said bankruptcy laws; and (p) the Tenant has not assigned
or sublet the Leased Premises except as follows: N/A 


2.
Agrees that JHLICO and its successors and assigns shall not (a) be bound by any
prepayment by Tenant of more than one month’s installment of rent unless such
prepayment is expressly required in the Lease or has been specifically approved
in writing by JHLICO, or (b) be liable or responsible for any security deposit
or other sums which Tenant may have paid under the Lease unless such deposit or
other sums have been physically delivered to JHLICO. 


The
Tenant acknowledges having read this Certificate and understands the
certifications and representations made herein, and hereby executes this
Certificate, which shall take effect as a sealed instrument, intending reliance
hereon by JHLICO, its successors and assigns. The undersigned signatory
represents and warrants that he or she is duly authorized to execute this
Certificate on behalf of the Tenant. 


	
  

 	
  

 	
  

 
	
  

 	
 TENANT:    Coty
 US, LLC

 
	
  

 	
 By:

 	
       /s/
 Eric Breitman

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
       Eric
 Breitman

 
	
  

 	
  

 	

 


 
	
  

 	
 Title: 

 	
 Its  VP, Assistant Secretary

 
	
  

 	
  

 	

 


 











	
  

 
	
 Loan No. 000001:

 
	
  

 
	
 RECORDING
 REQUESTED BY AND 

 WHEN RECORDED MAIL TO:

 
	
  

 
	
 Joe De
 Vesta, Esq.

 
	
 c/o Loeb & Loeb LLP

 
	
 345 Park
 Avenue

 
	
 New York,
 New York 10154

 
	
  

 
	

 


 
	
 Space Above This Line for Recorder’s Use

 


SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT
AGREEMENT


          THIS
AGREEMENT is made this 14th day of August 2012 by COTY US LLC, a
Delaware limited liability company, having an office and place of business
located at 500 American Road, Morris Plains, New Jersey 07950(“Tenant”), and
JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.), its successors and assigns,
having its principal place of business located at 197 Clarendon Street, C-3,
Boston, MA 02116 (“Lender”), with reference to the following facts:


RECITALS


          A.
On August 14th, 2012, WU/LH 500 American L.L.C., a Delaware
limited liability company (“Landlord”) and Tenant entered into a certain
Lease Agreement (“Lease”) covering the building (“Premises”) located at 500
American Road, Morris Plains, New Jersey, which property is more particularly described
in the Mortgage (as hereinafter defined) (“Property”);


          B.
Lender granted a loan (“Loan”) to Landlord, which Loan is evidenced by a
note and secured, inter alia, by a first lien instrument in favor of
Lender covering the Property and upon the terms and conditions described
therein, which has been recorded in the Official Records of the Morris County
Office of the County Clerk in _____ (said instrument and all amendments,
modifications, renewals, substitutions, extensions, consolidations and
replacements thereto and thereof, as applicable, are hereinafter collectively
referred to as “Mortgage”);


          C.
Tenant has requested of Landlord and Lender that this Agreement be
executed;


          D.
It is a condition precedent to Lender executing this Agreement that (i)
the Mortgage be and remain at all times a first lien or charge upon the
Property prior and superior to the Lease; (ii) Tenant specifically subordinate
the Lease to the lien or charge of the Mortgage and (iii) Tenant attorn to Lender
and its successors and assigns in the event of the foreclosure or other
proceeding to enforce the Mortgage;


          NOW,
THEREFORE, in consideration of the mutual benefits accruing to the parties
hereto and for other valuable consideration, the receipt and sufficiency of
which are hereby





acknowledged,
and in order to induce Lender to enter into this Agreement, Lender and Tenant
hereby agree as follows:


          1.
Subordination. The Lease and any extensions, renewals,
replacements, consolidations or modifications thereof, and all the right, title and interest
of the Tenant in and to the Premises, and all rights of the Tenant thereunder,
are and shall be subject and subordinate to the Mortgage and the lien and terms
thereof.


          2.
Lender’s Exercise of Remedies. In the event of (a) the
institution of any foreclosure, trustee’s sale or other like proceeding, (b) the appointment of a
receiver for the Landlord or the Property, (c) the exercise of rights to
collect rents under the Mortgage or any of the other documents evidencing or
securing the Loan (collectively, the “Loan Documents”) including, without
limitation, any assignment of rents, (d) the recording by Lender or its
successor or assignee of a deed in lieu of foreclosure for the Property, or (e)
any transfer or abandonment of possession of the Property to Lender or its
successor or assigns in connection with any proceedings affecting Landlord
under the Bankruptcy Code, 11 U.S.C. § 101 et seq. (any such foreclosure,
recording of a deed in lieu of foreclosure, or transfer or abandonment of the
Property referred to in the preceding clauses (a) through (e) is hereinafter
called a “Transfer”, and Lender or any successor or assignee of Lender taking
title to the Property in connection with a Transfer is hereinafter called the
“Transferee”), such Transferee shall not: (i) be liable for any damages
(including, without limitation, consequential damages) or other relief or be
subject to any offsets, defenses or counterclaims of any kind attributable to any
event, act omission or default under the Lease, including, but not limited to,
a breach of any representation or warranty under the Lease, of Landlord or any
prior landlord under the Lease, except for any continuing event, act, omission
or default of which Lender has been provided notice as described in Paragraph 4
below, and if any such offset is expressly provided for in the Lease, (ii) be
bound by any prepayment by Tenant of more than one month’s installment of rent
unless such prepayment is expressly required in the Lease or has been
specifically approved in writing by Lender, or be liable or responsible for any
security deposit or other sums which Tenant may have paid under the Lease
unless such deposit or other sums have been physically delivered to Transferee,
or (iii) be bound by any modification or amendment of the Lease, or any waiver
of any terms of the Lease unless the same shall have been approved in writing
by Lender.


          3.
Attornment and Non-Disturbance. Provided (a) Tenant complies with
this
Agreement, (b) Tenant is not in default under the terms of the Lease continuing
beyond the expiration of any applicable notice, grace and/or cure period and
(c) the Lease is in full force and effect, except as set forth in Paragraphs 2
and 5(d) and (e), Lender shall not disturb Tenant’s possession under the Lease
or adversely affect Tenant’s rights thereunder and any default under the
Mortgage or any of the other Loan Documents and any proceeding to foreclose the
same will not disturb Tenant’s possession under the Lease and the Lease will
not be affected or cut off thereby, and notwithstanding any such foreclosure or
other Transfer of the Property to Transferee, Transferee will recognize the
Lease and will accept the attornment of Tenant thereunder and the Lease shall
continue in full force and effect as direct lease between Transferee and
Tenant.


          Tenant
shall attorn to Transferee, including Lender if Lender becomes a Transferee, as
the landlord under the Lease. Said attornment is subject to the limitation of
Transferee’s


2





obligations
set forth in Paragraph 2 above and shall be effective and self-operative
without the execution of any further instruments upon Transferee’s succeeding
to the interest of the landlord under the Lease. Tenant and Lender shall,
however, confirm the provisions of this paragraph in writing upon request by
either of them.


          4. Lender’s
Right to Cure. Notwithstanding anything to the contrary in the Lease or this
Agreement, Tenant shall provide Lender with written notice (a “Default
Notice”) of any default of Landlord under the Lease (which can be a copy of the
notice provided to the Landlord) if such default (a “Landlord Default”) is of
such a nature as to give the Tenant a right to terminate the Lease, and Tenant
will not seek to terminate the Lease as a result of a Landlord Default until
giving Lendera Default Noticeand providing Lender a period of thirty (30) days
thereafter to cure the applicable Landlord Default (the “Cure Period”).
Notwithstanding the foregoing, if a Landlord Default cannot with due diligence
be cured within the Cure Period because the cure requires possession and
control of the Property or Premises, Lender’s cure period shall continue for
such additional time as Lender may reasonably require to either obtain
possession and control of the Property or Premises or obtain the appointment of
a receiver pursuant to any court proceeding or otherwise, in any event, so long
as Lender (i) within the Cure Period, notifies Tenant in writing of Lender’s intention
to cure such default and (ii) after obtaining possession and control (or the
appointment of a receiver), diligently prosecutes the cure to completion;
provided further that in no event shall Lender’s entire Cure Period exceed
ninety (90) days. Lender shall have no obligation to cure (and shall have no
liability or obligation for not curing) any breach or default by Landlord,
except to the extent that Lender agrees otherwise in writing. Notwithstanding
anything to the contrary in the Lease or this Agreement, Tenant shall also
provide. Lender with written notice of any default of Landlord under
the Lease (which can be a copy of the notice provided to the Landlord) if such
default is of such a nature as to give Tenant a right to reduce rent thereunder
or to credit or offset any amounts against future rents, but in no event shall
Tenant be required to provide Lender any cure period with respect there to as a
condition precedent to Tenant’s exercise of any such rights.


          5. Miscellaneous.


                    (a)
This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto, their successors and assigns; provided, however, that in the
event of the assignment or transfer of the interest of Transferee, all
obligations and liabilities of Transferee under this Agreement shall terminate,
and thereupon all such obligations and liabilities shall be the responsibility
of the party to whom Transferee’s interest is assigned or transferred; and
provided further that the interest of Tenant under this Agreement may not be
assigned or transferred except to the extent the assignment of Tenant’s
interest in the Lease is permitted under the Lease.


                    (b)
Tenant acknowledges that it has notice that the Lease and the
rent and all other sums due thereunder have been assigned to the Lender as part of the
security for the note secured by the Mortgage and upon written notice from
Lender of a default under the Mortgage, Tenant shall pay its rent and all other
sums due under the Lease directly to Lender, and Landlord, by its execution
hereof, hereby (i) directs Tenant to make such payment to Lender, (ii) releases
Tenant from any liability to Landlord on account of any such payments and (iii)
agrees that all such payments shall be fully credited against Tenant’s
obligations under the Lease.


3





                    (c)
Tenant acknowledges and agrees that it shall not terminate the Lease in
the event of a Landlord Default unless Tenant provides Lender written notice and an
opportunity to cure as described in Paragraph 4 above.


                    (d)
Tenant covenants and acknowledges that it currently has no right or
option of any nature whatsoever, whether pursuant to the Lease or otherwise, to
purchase the Premises or the Property, or any portion thereof or any interest
therein.


                    (e)
This Agreement is the whole and only agreement between the parties hereto with regard to the subordination of the Lease to the lien or charge of
the Mortgage. This Agreement may not be modified in any manner or terminated
except by an instrument in writing executed by the parties hereto.


                    (f)
This Agreement shall be deemed to have been made in the state where the Property is located and the validity, interpretation and enforcement of this
Agreement shall be determined in accordance with the laws of such state.


                    (g)
In the event 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 attorneys’ fees, costs and expenses incurred by the prevailing
party.


                    (h)
Any notices or communications required or permitted to be given or made hereunder shall be deemed to be so given or made when in writing and delivered
in person or sent by United States registered or certified mail, postage
prepaid, or by nationally recognized overnight courier service, directed to the
parties at the following addresses or such other addresses as they may from
time to time designate in writing:


	
  

 	
  

 
	
 Lender:

 	
 John Hancock
 Life Insurance Company (U.S.A.)

 
	
 Attention:

 	
 Real Estate
 Finance Group

 
	
  

 	
 197
 Clarendon Street, C-3 Boston, MA 

 
	
  

 	
 02116
 Reference Loan No. 000001:

 
	
  

 	
  

 
	
 Tenant:

 	
 Coty US LLC

 
	
  

 	
 500 American
 Road

 
	
  

 	
 Morris
 Plains, New Jersey 07950

 
	
  

 	
 Attention: Mr.
 Ralph Macchio

 
	
  

 	
  

 
	
 With a copy
 to

 	
 Coty Inc,

 
	
  

 	
 Two Park
 Avenue

 
	
  

 	
 New York,
 New York 10016 

 
	
  

 	
 Attention:
 General Counsel

 



                    Notices
or communications mailed in the U.S. mail shall be deemed to be served on the
third business day following mailing, notices or communication served by hand
or by overnight courier shall be deemed served upon receipt.


4





                    (i)
This document may be signed in counterparts which together shall be deemed to be one and the same document. The signature pages from any such
counterpart may be attached to another such counterpart to form one complete
set of signatures for this document.


                    (j)
The parties hereto represent and warrant that their respective
signatories to this Agreement have been duly authorized by the Tenant, Landlord and Lender, as
applicable.


5





          IN
WITNESS WHEREOF, this Agreement has been signed and delivered as of the date
and year first above set forth.


	
  

 	
  

 	
  

 
	
  

 	
 TENANT:

 
	
  

 	
  

 
	
  

 	
 COTY US LLC

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Eric Breitman

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Eric
 Breitman

 
	
  

 	
  

 	

 


 
	
  

 	
 Title:

 	
 VP, Assistant Secretary

 
	
  

 	
  

 	

 


 





	
  

 	
  

 
	
 STATE
 OF NEW YORK

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF NEW
 YORK  

 	
 )

 



On this 14th
day of AUGUST, 2012, before me, the undersigned Notary Public,
personally appeared Eric Breitman, proved to me through satisfactory
evidence of identification, which was/were U.S. Passport, to be the person whose name is signed on
the preceding or attached document, and acknowledged to me that he/she signed
it voluntarily for its stated purpose(s) as a/an VP, Assistant Secr. for
COTY US LLC.


	
  

 	
  

 
	
 /s/ Ofelia
 G. Custodio

 	
       (Seal)

 
	

 


 	
  

 
	
 Signature of
 Notary

 	
  

 



My commission
expires: July 26, 2016


	
  

 	
  

 
	
 

	
 OFELIA G. CUSTODIO

 Notary Public - State of New York

 No. 01CU6113223

 Qualified In Westchester County

 Certificate Filed in New York County

 Commission Expires July 26, 2016

 


6










	
  

 	
  

 	
  

 	
  

 
	
  

 	
LENDER:

JOHN HANCOCK LIFE INSURANCE COMPANY (U.S.A.)

 
	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	

 


 
	
  

 	
  

 	
 Name:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 duly authorized

 






	
  

 	
  

 
	
 COMMONWEALTH
 OF MASSACHUSETTS

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF
 SUFFOLK

 	
 )

 



On this _____
day of _____, 2012, before me, the undersigned Notary Public, personally
appeared _____, proved to me through satisfactory evidence of identification,
which was/were personal, knowledge, to be the person whose name is signed on
the preceding or attached document, and acknowledged to me that he/she signed
it voluntarily for its stated purpose(s) as a/an Assistant Vice President for
John Hancock Life Insurance Company (U.S.A.).


______________________________________                    (Seal)

Signature of Notary


My commission
expires: __________________


7








	
  

 	
  

 	
  

 	
  

 
	
  

 	
As to
Paragraph 5(b):


LANDLORD:


WU/LH 500 AMERICAN L.L.C.


 
	
  

 
	
  

 	
 By: 

 	
 /s/ Louis Sheinker

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Name: 

 	
 Louis Sheinker

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
 Title: 

 	
 Member

 
	
  

 	
  

 	
  

 	

 


 





	
  

 	
  

 
	
 STATE
 OF NEW YORK       

 	
 )

 
	
  

 	
 ) SS

 
	
 COUNTY OF NASSAU

 	
 )

 



On this 14th
day of August, 2012, before me, the undersigned Notary Public,
personally appeared Louis Scheinker, proved
to me through satisfactory evidence of identification, which was/were _______________,
to be the person whose name is signed on the preceding or attached document,
and acknowledged to me that he/she signed it voluntarily for its stated
purpose(s) as a/an member for.







	
  

 	
  

 
	
 /s/ Barbara
 J. Caligiure

 	
  

 
	

 


 	
 

 
	
 Signature of
 Notary

 	
  

 






	
  

 	
  

 
	
 My
 commission expires:

 	
 6-19-2015

 
	
 (Post-Closing)

 	
  

 







           (Seal)

	
 

 
	
 BARBARA J. CALIGIURE

 
	
 Notary Public, State of New York

 
	
 No. 5045364

 
	
 Qualified in Nassau County

 
	
 Commission Expires June 19, 19 2015

 






8






WU/LH 400 American L.L.C.

c/o Lighthouse Real Estate Management LLC

60 Hempstead Avenue, Suite 718

West Hempstead, New York, 11552


Coty US LLC

410 American Road

Morris Plains, NJ 07950


Dated as of August 14, 2012


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Lease of Improved Property, dated November 12, 1992, now between
 Wu/LH 400 American L.L.C., successor in interest to Baker Properties Limited
 Partnership, as Lessor, and Coty US LLC, formerly known as Coty US, Inc., as
 Lessee, as amended by a First Addendum dated as of February 4, 1994, a Second
 Addendum dated as of March 10, 1997, a Third Addendum dated as of January 23,
 2000, a Fourth Addendum dated as of March 31, 2000, a Fifth Addendum dated as
 of August 1, 2006 and a Sixth Addendum dated as of January 28th, 2008 (said
 Lease of Improved Property, as so modified, the “Lease”)

 



Ladies and Gentlemen:


          Reference
is made to the captioned Lease. Capitalized terms used herein and not defined
herein shall have the respective meanings set forth in the Lease.


          The parties
agree as follows:


          1. A.
Subject to the terms hereof and provided Lessee is not then in default beyond
applicable notice and cure periods set forth in the Lease under any of the
terms, covenants or conditions of the Lease on Lessee’s part to be observed or
performed, then Lessee shall have the right to give a notice to Lessor
exercising Lessee’s option to terminate the Lease and the Term as of the last
day of any calendar month occurring during the period commencing on April 30,
2013 and ending on December 31, 2013 (such day is referred to as the “Early
Termination Date”) provided that (i) Lessee must give such notice to Lessor
exercising such right at least sixty (60) days prior to the Early Termination
Date set forth in such notice and (ii) in no event shall the Early Termination
Date occur earlier than April 30, 2013 or later than December 31, 2013, except
as expressly provided in Subsection B of this Paragraph 1. Time is of the
essence with respect to the giving of such notice. Lessee shall not have the
right to give such notice less than sixty (60) days prior to the proposed Early
Termination Date, and any notice given less than sixty (60) days prior to the
proposed Early Termination Date purporting to exercise such option or any
notice designating an Early Termination Date prior to April 30, 2013 or
subsequent to December 31, 2013 (as such date may be extended pursuant to the
provisions of Subsection B of this Paragraph 1) shall be void and of no force
or effect. Furthermore, in the event Lessee does not deliver a notice
terminating the Lease in accordance with the provisions hereof prior to October
31, 2013, then this termination option shall be void and of no force or effect.
In the event that Lessee shall not have exercised its option to terminate the
Lease and the Term pursuant to this agreement on or prior to October 1, 2013,
then Lessor shall send to Lessee a notice reminding Lessee that such option
will be void if Lessee does not timely exercise the same on or prior to the
later to occur of (i) October 31, 2013 and (ii) the date which is three (3)
business days next following the giving of said reminder notice. Any such
Lessee’s notice of termination shall be given in accordance with the provisions
of Article 24 of the Lease, as amended by this letter agreement.
Notwithstanding the giving of such notice of termination, Lessee shall comply
with all of the terms, covenants and conditions of this Lease on Lessee’s part
to be observed and performed, including, without limitation, the covenant to
pay Basic Rent and all other charges and sums due Lessor under the Lease, for
all periods through and including the Early Termination Date. Notwithstanding
anything to the contrary contained in the Lease, upon the Early Termination
Date, Lessee shall surrender to Lessor the Demised Premises, including, without
limitation, all additions, alterations (including, without limitation, any
cabling and wiring), improvements, apparatus and fixtures, in good and broom
clean condition and repair, subject to reasonable wear and tear and damage by
fire or casualty, and with any unattached moveable fixtures, equipment and
furniture and any





other personal property of Lessee removed therefrom and Lessee shall
repair any damage caused to the Demised Premises or the building in which the
same is located as a result of Lessee’s removal of any such items. If Lessee
fails to remove any of the items required to removed by Lessee as aforesaid for
any reason whatsoever, the same shall become the property of Lessor, and Lessor
may thereafter, at Lessee’s sole cost and expense, cause such property to be
removed from the Demised Premises. In clarification of the foregoing, Lessee
shall not be required to remove any alterations (including, without limitation,
any cabling or wiring) existing in the Demised Premises as of the date hereof,
with it understood that Lessee may elect to remove any such alterations and
Lessee shall repair any damage caused to the Demised Premises or the building
in which the same is located as a result of Lessee’s removal of any such items.
In the event Lessee shall give any such notice of termination pursuant to the
provisions of this Paragraph and shall otherwise comply with the conditions of
the exercise of Lessee’s right to terminate the Lease, the Lease and the Term
shall come to an end and expire on the Early Termination Date with the same
force and effect as though said date were the Expiration Date (except as
otherwise provided herein), unless sooner terminated pursuant to any other
term, covenant or condition of this Lease or pursuant to law. Upon request of
Lessor, from time to time, Lessee will execute and deliver to Lessor an
instrument, in form reasonably satisfactory to Lessor, stating whether or not
Lessee has exercised the right of termination contained in this Paragraph.
Failure of Lessor to request the execution and delivery of such instrument or
failure of Lessee to execute such instrument, however, shall not vitiate the
foregoing provisions hereof.


          B.
Simultaneous with the execution of this letter agreement, Lessor and Lessee
have entered into a Lease Agreement affecting the building located at 500
American Road, Morris Plains, New Jersey (the “500 Lease”). In the event that
the Commencement Date (as such term is defined in the 500 Lease) of the 500
Lease does not occur on or prior to September 1, 2012, then the date “December
31, 2013” set forth in Subsection A of this Paragraph 1 shall be extended one
day for each day in the period commencing on September 2, 2012 and ending on
the date immediately preceding the Commencement Date of the 500 Lease.
Furthermore, the parties agree that in the event Lessee exercises Tenant’s
Single Cancellation Option (as such term is defined in the 500 Lease) pursuant
to the provisions of Section 1.2B of the 500 Lease, then Lessee’s option to
termination the Lease pursuant to the provisions of this Paragraph 1 shall be
of no further force or effect.


          2.
Effective as of the date hereof, Article 24 of the Lease (entitled “Notice”) is
hereby deemed modified as follows:


                              A.
Any notice sent to Lessor under the
Lease shall be sent to Lessor’s address set forth above in this letter
agreement, with a copy to Goldfarb & Fleece LLP, 345 Park Avenue, 33rd
Floor, New York, New York 10154, Attention: Marc J. Becker, Esq. and any notice
sent to Lessee under the Lease shall be sent to Lessee at Lessee’s address set
forth above in this letter agreement, Attention: Ralph Macchio with a copy to
Tenant c/o Coty Inc., Two Park Avenue, New York, New York 10016, Attention:
General Counsel.


                              B.
The provisions of said Article 24
shall be supplemented such that, in addition to service sent by registered or
certified mail, the use of a reputable nationally recognized overnight courier
service, such as, for example, Federal Express, may also be an effective method
of delivery pursuant to said Article 24, with items delivered by such method
deemed to have been given or rendered on the date when the same shall have been
delivered by such courier service or when delivery by such courier service was
refused by the addressee. With respect to any notice sent by registered or
certified mail (which may be sent return receipt requested optional), such
notice shall be deemed to have been rendered or given on the date when it shall
have been mailed.


[REMAINDER OF PAGE INTENTIONALLY
LEFY BLANK]





          Please sign
below to indicate your agreement with the foregoing.


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 Wu/LH 400 American L.L.C.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    Lighthouse
 100 William Operating, LLC,

 
	
  

 	
  

 	
 its sole manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Paul Cooper

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Paul Cooper

 
	
  

 	
 Title:

 	
 Member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Louis Sheinker

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Louis Sheinker

 
	
  

 	
 Title:

 	
 Member

 



AGREED:

COTY US LLC


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: 

 	
  

 
	
  

 	
 Title: 

 	
  

 









          Please
sign below to indicate your agreement with the foregoing.


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 Wu/LH 400 American L.L.C.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    Lighthouse
 100 William Operating, LLC,

 
	
  

 	
  

 	
 its sole manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
 Member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
 Member

 



AGREED:

COTY US LLC


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Eric Breitman

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Eric Breitman

 	
  

 
	
  

 	
 Title: VP, Assistant
 Secretary

 	
  

 









WU/LH 100
American L.L.C.

c/o Lighthouse Real Estate Management LLC

60 Hempstead Avenue, Suite 718

West Hempstead, New York, 11552


Coty US LLC

410 American Road

Morris Plains, NJ 07950


Dated as of August 14, 2012


	
  

 	
  

 	
  

 
	
  

 	
 Re:

 	
 Lease
 of Improved Property, dated March 31, 2000, now between Wu/LH 100 American
 L.L.C., successor in interest to Baker Properties Limited Partnership, as
 Lessor, and Coty US LLC, formerly known as Coty US, Inc., as Lessee, as
 amended by a First Addendum dated as of August 1, 2006, a Second Addendum
 dated as of September 8, 2009, and a Third Addendum dated as of August 16,
 2010 (said Lease of Improved Property, as so modified, the ‘‘Lease”)

 



Ladies and Gentlemen:


          Reference
is made to the captioned Lease. Capitalized terms used herein and not defined
herein shall have the respective meanings set forth in the Lease.


          The
parties agree as follows:


          1.
A. Subject to the terms hereof and provided Lessee is not then in default
beyond applicable notice and cure periods set forth in the Lease under any of
the terms, covenants or conditions of the Lease on Lessee’s part to be observed
or performed, then Lessee shall have the right to give a notice to Lessor
exercising Lessee’s option to terminate the Lease and the Term as of the last
day of any calendar month occurring during the period commencing on April 30,
2013 and ending on December 31, 2013 (such day is referred to as the “Early
Termination Date”) provided that (i) Lessee must give such notice to Lessor
exercising such right at least sixty (60) days prior to the Early Termination
Date set forth in such notice and (ii) in no event shall the Early Termination
Date occur earlier than April 30, 2013 or later than December 31, 2013, except
as expressly provided in Subsection B of this Paragraph 1. Time is of the
essence with respect to the giving of such notice. Lessee shall not have the
right to give such notice less than sixty (60) days prior to the proposed Early
Termination Date, and any notice given less than sixty (60) days prior to the
proposed Early Termination Date purporting to exercise such option or any
notice designating an Early Termination Date prior to April 30, 2013 or
subsequent to December 31, 2013 (as such date may be extended pursuant to the
provisions of Subsection B of this Paragraph 1) shall be void and of no force
or effect. Furthermore, in the event Lessee does not deliver a notice
terminating the Lease in accordance with the provisions hereof prior to October
31, 2013, then this termination option shall be void and of no force or effect.
In the event that Lessee shall not have exercised its option to terminate the
Lease and the Term pursuant to this agreement on or prior to October 1, 2013,
then Lessor shall send to Lessee a notice reminding Lessee that such option will be void if Lessee does not timely
exercise the same on or prior to the later to occur of (i) October 31, 2013 and
(ii) the date which is three (3) business days next following the giving of
said reminder notice. Any such Lessee’s notice of termination shall be given in
accordance with the provisions of Article 24 of the Lease, as amended by this
letter agreement. Notwithstanding the giving of such notice of termination,
Lessee shall comply with all of the terms, covenants and conditions of this
Lease on Lessee’s part to be observed and performed, including, without
limitation, the covenant to pay Basic Rent and all other charges and sums due
Lessor under the Lease, for all periods through and including the Early
Termination Date. Notwithstanding anything to the contrary contained in the
Lease, upon the Early Termination Date, Lessee shall surrender to Lessor the Demised
Premises, including, without limitation, all additions, alterations (including,
without limitation, any cabling and wiring), improvements, apparatus and
fixtures, in good and broom clean condition and repair, subject to reasonable
wear and tear and damage by fire or casualty, and with any unattached moveable
fixtures, equipment and furniture and any other personal property of Lessee
removed therefrom and Lessee shall repair any damage caused to the Demised





Premises
or the building in which the same is located as a result of Lessee’s removal of
any such items. If Lessee fails to remove any of the items required to removed
by Lessee as aforesaid for any reason whatsoever, the same shall become the
property of Lessor, and Lessor may thereafter, at Lessee’s sole cost and
expense, cause such property to be removed from the Demised Premises. In
clarification of the foregoing, Lessee shall not be required to remove any
alterations (including, without limitation, any cabling or wiring) existing in
the Demised Premises as of the date hereof, with it understood that Lessee may
elect to remove any such alterations and Lessee shall repair any damage caused
to the Demised Premises or the building in which the same is located as a
result of Lessee’s removal of any such items. In the event Lessee shall give
any such notice of termination pursuant to the provisions of this Paragraph and
shall otherwise comply with the conditions of the exercise of Lessee’s right to
terminate the Lease, the Lease and the Term shall come to an end and expire on
the Early Termination Date with the same force and effect as though said date
were the Expiration Date (except as otherwise provided herein), unless sooner
terminated pursuant to any other term, covenant or condition of this Lease or
pursuant to law. Upon request of Lessor, from time to time, Lessee will execute
and deliver to Lessor an instrument, in form reasonably satisfactory to Lessor,
stating whether or not Lessee has exercised the right of termination contained
in this Paragraph. Failure of Lessor to request the execution and delivery of
such instrument or failure of Lessee to execute such instrument, however, shall
not vitiate the foregoing provisions hereof.


                    B.
Simultaneous with the execution of this letter agreement, Lessor and Lessee
have entered into a Lease Agreement affecting the building located at 500
American Road, Morris Plains, New Jersey (the “500 Lease”). In the event that
the Commencement Date (as such term is defined in the 500 Lease) of the 500
Lease does not occur on or prior to September 1, 2012, then the date “December
31, 2013” set forth in Subsection A of this Paragraph 1 shall be extended one
day for each day in the period commencing on September 2, 2012 and ending on
the date immediately preceding the Commencement Date of the 500 Lease.
Furthermore, the parties agree that in the event Lessee exercises Tenant’s
Single Cancellation Option (as such term is defined in the 500 Lease) pursuant
to the provisions of Section 1.2B of the 500 Lease, then Lessee’s option to
termination the Lease pursuant to the provisions of this Paragraph 1 shall be
of no further force or effect.


          2.
Effective as of the date hereof, Article 24 of the Lease (entitled “Notice”) is
hereby deemed modified as follows:


                              A.
Any notice sent to Lessor under the Lease shall be sent to Lessor’s address set
forth above in this letter agreement, with a copy to Goldfarb & Fleece LLP,
345 Park Avenue, 33rd Floor, New York, New York 10154, Attention:
Marc J. Becker, Esq. and any notice sent to Lessee under the Lease shall be
sent to Lessee at Lessee’s address set forth above in this letter agreement,
Attention: Ralph Macchio with a copy to Tenant c/o Coty Inc., Two Park Avenue,
New York, New York 10016, Attention: General Counsel.


                              B.
The provisions of said Article 24 shall be supplemented such that, in addition
to service sent by registered or certified mail, the use of a reputable
nationally recognized overnight courier service, such as, for example, Federal
Express, may also be an effective method of delivery pursuant to said Article
24, with items delivered by such method deemed to have been given or rendered
on the date when the same shall have been delivered by such courier service or
when delivery by such courier service was refused by the addressee. With
respect to any notice sent by registered or certified mail (which may be sent
return receipt requested optional), such notice shall be deemed to have been
rendered or given on the date when it shall have been mailed.


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





          Please sign below to
indicate your agreement with the foregoing.


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 Wu/LH 100 American L.L.C.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    Lighthouse
 100 William Operating, LLC,

 
	
  

 	
  

 	
 its
 sole manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Paul Cooper

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Paul Cooper

 
	
  

 	
 Title:

 	
 Member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
 /s/ Louis Sheinker

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
 Louis Sheinker

 
	
  

 	
 Title:

 	
 Member

 



AGREED:


COTY US LLC


	
  

 	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: 

 	
  

 
	
  

 	
 Title: 

 	
  

 









          Please
sign below to indicate your agreement with the foregoing.


	
  

 	
  

 	
  

 
	
  

 	
 Sincerely,

 
	
  

 	
  

 	
  

 
	
  

 	
 Wu/LH 100 American L.L.C.

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
    Lighthouse
 100 William Operating, LLC,

 
	
  

 	
  

 	
 its
 sole manager

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
 Member

 
	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
 Name:

 	
  

 
	
  

 	
 Title:

 	
 Member

 



AGREED:


COTY US LLC


	
  

 	
  

 	
  

 
	
 By:

 	
 /s/ Eric Breitman

 	
  

 
	
  

 	

 


 	
  

 
	
  

 	
 Name: Eric Breitman

 	
  

 
	
  

 	
 Title: VP,
 Assistant Secretary