EXHIBIT
        10.2

    

     

    STANDARD
      FORM

    INDUSTRIAL
      BUILDING LEASE

    (Multi-Tenant)

     

    1. BASIC
      TERMS.
      This
Section
      1
      contains
      the Basic Terms of this Lease between Landlord and Tenant, named below. Other
      Sections of the Lease referred to in this Section
      1
      explain
      and define the Basic Terms and are to be read in conjunction with the Basic
      Terms.

     

    
      	 	
              1.1.

            	
              Effective
                Date of Lease: June 1, 2008.

            


    

    
      	 	
              1.2.

            	
              Landlord:
                First Industrial Pennsylvania, LP

            


    

    
      	 	
              1.3.

            	
              Tenant:
                Eberline Services, ______.

            


    

    
      	 	
              1.4.

            	
              Premises:
                Approximately 11,256 rentable square feet in the building commonly
                known
                as 264 Welsh Pool Road, Exton, PA (the “Building”).

            


    

    
      	 	
              1.5.

            	
              Property:
                See Exhibit
                A.

            


    

    
      	 	
              1.6.

            	
              Lease
                Term: 5 years, 3 month (“Term”),
                commencing April 1, 2008 (“Commencement
                Date”)
                and ending June 30, 2013, subject to Section
                2.3 below
                (“Expiration
                Date”).

            


    

    
      	 	
              1.7.

            	
              Permitted
                Uses: (See Section
                4.1)
                _____________________________________.

            


    

    
      	 	
              1.8.

            	
              Tenant’s
                Guarantor: None. 

            


    

    
      	
            	1.9.	
              Brokers:
                (See Section
                23;
                if none, so state): (A) Tenant’s Broker: _____________________;
                and (B) Landlord’s Broker:
                _____________________

            


    

    
      	 	
              1.10.

            	
              Security/Damage
                Deposit: (See Section
                4.4)
                $25,000.00.
                

            


    

    
      	 	
              1.11.

            	
              Initial
                Estimated Additional Rent Payable by Tenant: $2.41 per square foot
                per
                month

            


    

    
      	 	
              1.12.

            	
              Tenant’s
                Proportionate Share: 100%

            


    

    
      	 	
              1.13.

            	
              Exhibits
                to Lease: The following exhibits are attached to and made a part
                of this
                Lease. (If none, so state):
                A
                (site plan); B (Tenant Operations Inquiry Form); C (Landlord’s Work); D
                (Confirmation of Commencement Date); and E (Broom Clean Condition
                and
                Repair Requirements)

            


    

     

    2. LEASE
      OF PREMISES; RENT.

     

    2.1. Lease
      of Premises for Lease Term.
      Landlord hereby leases the Premises to Tenant, and Tenant hereby rents the
      Premises from Landlord, for the Term and subject to the conditions of this
      Lease.

     

    2.2. Types
      of Rental Payments.
      Tenant
      shall pay net base rent to Landlord in monthly installments, in advance, on
      the
      first day of each and every calendar month during the Term of this Lease (the
      “Base
      Rent”)
      in the
      amounts and for the periods
      as set
      forth below: 

     

    Rental
      Payments

     

    
      	
              Lease
                Period

            	 	
              Base Rent Per
Square Foot

            	 	
              Monthly Base Rent

            	 
	
              April
                1, 2008 – May 31, 2008

            	 	
              $

            	
              0.00

            	 	
              $

            	
              0.00

            	 
	
              June
                1, 2008 – May 31, 2009

            	 	
              $

            	
              11.13

            	 	
              $

            	
              10,439.94

            	 
	
              June
                1, 2009 – May 31, 2010

            	 	
              $

            	
              11.58

            	 	
              $

            	
              10,587.54

            	 
	
              June
                1, 2010 – May 31, 2011

            	 	
              $

            	
              12.04

            	 	
              $

            	
              11,291.84

            	 
	
              June
                1, 2011 – May 31, 2012

            	 	
              $

            	
              12.52

            	 	
              $

            	
              11,743.51

            	 
	
              June
                1, 2012 – June 30, 2013

            	 	
              $

            	
              13.02

            	 	
              $

            	
              12,213.25

            	 


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Notwithstanding
      the foregoing, for and in consideration of this Lease, Tenant shall not be
      required to make any Base Rent payments for the following months: April,
      2008; May, 2008 and January, 2009 (collectively,
      the “Base Rent Abatement Months”). Tenant shall be required to make all other
      payments due under the Lease during the Rent Abatement Months.

     

    Tenant
      shall also pay (a) Tenant’s Proportionate Share (as set forth in Section
      1.12)
      of
      Operating Expenses (as hereinafter defined), and (b) any other amounts owed
      by
      Tenant hereunder (collectively, “Additional
      Rent”).
      In the
      event any monthly installment of Base Rent or Additional Rent, or both, is
      not
      paid within 5 days of the date when due, a late charge in an amount equal to
      5%
      of the then delinquent installment of Base Rent and/or Additional Rent (the
      “Late
      Charge”)
      shall
      be imposed with respect to the then-delinquent Rent (as defined below) payment
      for purposes of this Lease, the Late Charge, Default Interest, as defined in
      Section
      22.3
      below,
      Base Rent and Additional Rent shall collectively be referred to as “Rent.”
All
      Rent shall be paid by Tenant to Landlord, c/o
      First
      Industrial, L.P., P.O.
      Box
      33098, Newark, NJ 07188-0098, or if sent by overnight courier, Bank One National
      Processing Corp., 300 Harmon Meadow Blvd., 3rd
      Floor,
      Secaucus, NJ 07094, Attention: _____________., Lockbox #__________ (or such
      other entity designated as Landlord’s management agent, if any, and if Landlord
      so appoints such a management agent, the “Agent”),
      or
      pursuant to such other directions as Landlord shall designate in this Lease
      or
      otherwise in writing.

     

    2.3. Covenants
      Concerning Rental Payments.
      Tenant
      shall pay the Rent promptly when due, without notice or demand, and without
      any
      abatement, deduction or setoff. No payment by Tenant, or receipt or acceptance
      by Agent or Landlord, of a lesser amount than the correct Rent shall be deemed
      to be other than a payment on account, nor shall any endorsement or statement
      on
      any check or letter accompanying any payment be deemed an accord or
      satisfaction, and Agent or Landlord may accept such payment without prejudice
      to
      its right to recover the balance due or to pursue any other remedy available
      to
      Landlord. If the Commencement Date occurs on a day other than the first day
      of a
      calendar month, the Rent due for the first calendar month of the Term shall
      be
      prorated on a per diem basis (based on a 360 day, 12 month year) and paid to
      Landlord on the Commencement Date, and the Term will be extended to terminate
      on
      the last day of the calendar month in which the Expiration Date stated in
Section
      1.6
      occurs.

     

    3. OPERATING
      EXPENSES.

     

    3.1. Definitional
      Terms Relating to Additional Rent.
      For
      purposes of this Section and other relevant provisions of the
      Lease:

     

    3.1.1. Operating
      Expenses.
      The
      term “Operating
      Expenses”
shall
      mean all costs and expenses paid or incurred by Landlord with respect to, or
      in
      connection with, the ownership, repair, restoration, maintenance and operation
      of the Property. Operating Expenses may include, but are not limited to, any
      or
      all of the following: (i) services provided directly by employees of Landlord
      or
      Agent in connection with the operation, maintenance or rendition of other
      services to or for the Property (including, but not limited to, the Common
      Areas); (ii) to the extent not separately metered, billed, or furnished, all
      charges for utilities and services furnished to either or both of the Property
      and the Premises, including, without limitation, the Common Areas (as
      hereinafter defined), together with any taxes on such utilities; (iii) all
      market-based premiums for commercial property, casualty, general liability,
      boiler, flood, earthquake, terrorism and all other types of insurance provided
      by Landlord and relating to the Property, all reasonable administrative costs
      incurred in connection with the procurement and implementation of such insurance
      policies, and all deductibles paid by Landlord pursuant to insurance policies
      required to be maintained by Landlord under this Lease; (iv) management fees
      to
      Landlord or Agent or other persons or management entities actually involved
      in
      the management and operation of the Property collected from all tenants in
      the
      Property; (v) any capital improvements made by, or on behalf of, Landlord to
      the
      Property that are either or both (a) designed to reduce Operating Expenses
      and
      (b) required to keep the Property in compliance with all governmental laws,
      rules and regulations applicable thereto, from time to time, the cost of which
      capital improvements shall be reasonably amortized by Landlord over the useful
      life of the improvement, in accordance with generally accepted accounting
      principles; (vi) all professional fees incurred in connection with the
      operation, management and maintenance of the Property; (vii) Taxes, as
      hereinafter defined in Section
      3.1.2;
      and
      (viii) dues, fees or other costs and expenses, of any nature, due and payable
      to
      any association or comparable entity to which Landlord, as owner of the
      Property, is a member or otherwise belongs and that governs or controls any
      aspect of the ownership and operation of the Property; (ix) any real estate
      taxes and common area maintenance expenses levied against, or attributable
      to,
      the Property under any declaration of covenants, conditions and restrictions,
      reciprocal easement agreement or comparable arrangement that encumbers and
      benefits the Property and other real property (e.g., a business park); and
      (x)
      all costs and expenses incurred to maintain, repair and replace all or any
      of
      the Common Areas. 

     

    3.1.2. Taxes.
      The
      term “Taxes,”
as
      referred to in Section
      3.1.1(vii)
      above
      shall mean (i) all governmental taxes, assessments, fees and charges of every
      kind or nature (other than Landlord’s income taxes), whether general, special,
      ordinary or extraordinary, due at any time or from time to time, during the
      Term
      and any extensions thereof, in connection with the ownership, leasing, or
      operation of the Property, or of the personal property and equipment located
      therein or used in connection therewith; and (ii) any reasonable expenses
      incurred by Landlord in contesting such taxes or assessments and/or the assessed
      value of the Property. For purposes hereof, Tenant
      shall be responsible for any Taxes that are due and payable at any time or
      from
      time to time during the Term and for any Taxes that are assessed, become a
      lien,
      or accrue during any Operating Year, which obligation shall survive the
      termination or expiration of this Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.1.3. Operating
      Year.
      The
      term “Operating
      Year”
shall
      mean the calendar year commencing January 1st of each year (including the
      calendar year within which the Commencement Date occurs) during the
      Term.

     

    3.2. Payment
      of Operating Expenses.
      Tenant
      shall pay, as Additional Rent and in accordance with the requirements of
Section
      3.3,
      Tenant’s Proportionate Share of the Operating Expenses as set forth in
Section
      3.3.
      Additional Rent commences to accrue upon the Commencement Date. The Tenant’s
      Proportionate Share of Operating Expenses payable hereunder for the Operating
      Years in which the Term begins and ends shall be prorated to correspond to
      that
      portion of said Operating Years occurring within the Term. Tenant’s
      Proportionate Share of Operating Expenses and any other sums due and payable
      under this Lease shall be adjusted upon receipt of the actual bills therefor,
      and the obligations of this Section 3 shall
      survive the termination or expiration of the Lease.

     

    3.3. Payment
      of Additional Rent.
      Landlord shall have the right to reasonably estimate the Operating Expenses
      for
      each Operating Year. Upon Landlord’s or Agent’s notice to Tenant of such
      estimated amount, Tenant shall pay, on the first day of each month during that
      Operating Year, an amount (the “Estimated
      Additional Rent”)
      equal
      to the estimate of the Tenant’s Proportionate Share of Operating Expenses
      divided by 12 (or the fractional portion of the Operating Year remaining at
      the
      time Landlord delivers its notice of the estimated amounts due from Tenant
      for
      that Operating Year). If the aggregate amount of Estimated Additional Rent
      actually paid by Tenant during any Operating Year is less than Tenant’s actual
      ultimate liability for Operating Expenses for that particular Operating Year,
      Tenant shall pay the deficiency within 30 days of Landlord’s written demand
      therefor. If the aggregate amount of Estimated Additional Rent actually paid
      by
      Tenant during a given Operating Year exceeds Tenant’s actual liability for such
      Operating Year, the excess shall be credited against the Estimated Additional
      Rent next due from Tenant during the immediately subsequent Operating Year,
      except that in the event that such excess is paid by Tenant during the final
      Lease Year, then upon the expiration of the Term, Landlord or Agent shall pay
      Tenant the then-applicable excess promptly after determination
      thereof.

     

    3.4. Tenant
      Audit Rights.
      In the
      event that Tenant’s Additional Rent rises by more than ten percent (10%) from
      any previous year Tenant shall have the following rights: As
      soon
      as is reasonably practical after each Operating Year in which there is a 10%
      increase, upon written request from Tenant, Landlord shall provide
      Tenant
      with a statement (a "Statement")
      setting
      forth Tenant's actual ultimate liability for its Proportionate Share of
      Operating Expenses for the subject Operating Year. If Tenant disputes the amount
      set forth in a given Statement, Tenant shall have the right, at Tenant's
sole
      expense, to cause Landlord's books and records with respect to the particular
      Operating Year
      that
      is the subject of that particular Statement to be audited (the "Audit")
      by
      a
      certified
      public
      accountant mutually acceptable to Landlord and Tenant (the "Accountant"),
      provided
      Tenant (i) has not defaulted under this Lease and failed to cure such default
      on
      a timely basis and (ii) delivers written notice (an "Audit
      Notice") to
      Landlord on or prior to the date that is sixty (60) days after Landlord delivers
      the Statement in question to Tenant (such 60-day period, the "Response
      Period").
      If
      Tenant
      fails to timely deliver an Audit Notice with respect to a given Statement,
      then
      Tenant's right to undertake an Audit with respect to that Statement and the
      Operating Year to which that particular Statement relates shall automatically
      and irrevocably be waived. Any Statement shall be final and binding upon
      Tenant and shall, as between the parties, be conclusively deemed correct, at
      the
      end of the
      applicable Response Period, unless prior thereto, Tenant timely delivers an
      Audit Notice
      with
      respect to the then-applicable Statement. If Tenant timely delivers an Audit
      Notice, Tenant
      must commence such Audit within sixty (60) days after the Audit Notice is
      delivered to
      Landlord, and the Audit must be completed within thirty (30) days of the date
      on
      which it
      is
      begun. If Tenant fails, for any reason, to commence and complete the Audit
      within such periods, the Statement that Tenant elected to Audit shall be deemed
      final and binding upon Tenant and shall, as between the parties, be conclusively
      deemed correct. The Audit shall take place at the offices of Landlord where
      its
      books and records are located, at a mutually convenient time during Landlord's
      regular business hours. Before conducting the Audit, Tenant must pay the full
      amount of Operating Expenses billed under the Statement then in question. Tenant
      hereby covenants and agrees that the Accountant engaged by Tenant to conduct
      the
      Audit shall be compensated on an hourly basis and shall not be compensated
      based
      upon a percentage of overcharges it discovers. If an Audit is conducted in
      a
      timely manner, such Audit shall be deemed final and binding upon Landlord and
      Tenant and shall, as between the parties, be conclusively deemed correct. If
      the
      results of the Audit reveal that the Tenant's ultimate liability for Operating
      Expenses does not equal the aggregate amount of Estimated Additional Rent
      actually paid by Tenant to Landlord during the Operating Year that is the
      subject of the Audit, the appropriate adjustment shall be made between Landlord
      and Tenant, and any payment required to be made by Landlord or Tenant to the
      other shall be made within thirty (30) days after the Accountant's
      determination. In no
      event
      shall this Lease be terminable nor shall Landlord be liable for damages based
      upon
      any
      disagreement regarding an adjustment of Operating Expenses. Tenant agrees that
      the results of any Audit shall be kept strictly confidential by Tenant and
      shall
      not be disclosed to any other person or entity The foregoing provisions
      concerning a potential Audit are personal to Tenant and shall not run with
      this
      Lease or for the benefit of any assignee or sublessee (whether permitted or
      not).

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4. USE
      OF PREMISES AND COMMON AREAS; SECURITY DEPOSIT.

     

    4.1. Use
      of Premises and Property.
      The
      Premises shall be used by the Tenant for the purpose(s) set forth in
Section
      1.7
      above
      and for no other purpose whatsoever. Tenant shall not, at any time, use or
      occupy, or suffer or permit anyone to use or occupy, the Premises, or do or
      permit anything to be done in the Premises or the Property, in any manner that
      may (a) violate any Certificate of Occupancy for the Premises or the Property;
      (b) cause, or be liable to cause, injury to, or in any way impair the value
      or
      proper utilization of, all or any portion of the Property (including, but not
      limited to, the structural elements of the Property) or any equipment,
      facilities or systems therein; (c) constitute a violation of the laws and
      requirements of any public authority or the requirements of insurance bodies
      or
      the rules and regulations of the Property, including any covenant, condition
      or
      restriction affecting the Property; (d) exceed the load bearing capacity of
      the
      floor of the Premises; (e) impair or tend to impair the character, reputation
      or
      appearance of the Property; or (f) unreasonably annoy, inconvenience or disrupt
      the operations or tenancies of other tenants or users of the
      Property.
      On or
      prior to the date hereof, Tenant has completed and delivered for the benefit
      of
      Landlord a “Tenant Operations Inquiry Form” in the form attached hereto as
Exhibit
      B
      describing the nature of Tenant’s proposed business operations at the Premises,
      which form is intended to, and shall be, relied upon by Landlord. From time
      to
      time during the Term (but no more often than once in any twelve month period
      unless Tenant is in default hereunder or unless Tenant assigns this Lease or
      subleases all or any portion of the Premises, whether or not in accordance
      with
Section 8),
      Tenant
      shall provide an updated and current Tenant Operations Inquiry Form upon
      Landlord’s request.

     

    4.2. Use
      of Common Areas.
      As used
      herein, “Common
      Areas”
shall
      mean all areas within the Property that are available for the common use of
      tenants of the Property and that are not leased or held for the exclusive use
      of
      Tenant or other tenants or licensees, including, but not limited to, parking
      areas, driveways, sidewalks, loading areas, access roads, corridors, landscaping
      and planted areas. Tenant shall have the nonexclusive right to use the Common
      Areas for the purposes intended, subject to such reasonable rules and
      regulations as Landlord may uniformly establish from time to time. Tenant shall
      not interfere with the rights of any or all of Landlord, other tenants or
      licensees, or any other person entitled to use the Common Areas. Without
      limitation of the foregoing, Tenant shall not park or store any vehicles or
      trailers on, or conduct truck loading and unloading activities in, the Common
      Areas in a manner that unreasonably disturbs, disrupts or prevents the use
      of
      the Common Areas by Landlord, other tenants or licensees or other persons
      entitled to use the Common Areas. Landlord, from time to time, may change any
      or
      all of the size, location, nature and use of any of the Common Areas although
      such changes may result in inconvenience to Tenant, so long as such changes
      do
      not materially and adversely affect Tenant’s use of the Premises. In addition to
      the foregoing, Landlord may, at any time, close or suspend access to any Common
      Areas to perform any acts in the Common Areas as, in Landlord’s reasonable
      judgment, are desirable to improve or maintain either or both of the Premises
      and the Property, or are required in order to satisfy Landlord’s obligations
      under this Lease; provided, however, that Landlord shall use reasonable efforts
      to limit any disruption of Tenant’s use and operation of the Premises in
      connection therewith.
      Notwithstanding anything contained in this Lease to the contrary, if at any
      time, Landlord determines, in its sole discretion, that the parking areas at
      the
      Property are or have become overburdened, Landlord may allocate parking on
      a
      proportionate basis or assign parking spaces among all tenants at the
      Property.

     

    4.3. Signage.
      Tenant
      shall not affix any sign of any size or character to any portion of the
      Property, without prior written approval of Landlord, which approval shall
      not
      be unreasonably withheld or delayed. Tenant shall remove all signs of Tenant
      upon the expiration or earlier termination of this Lease and immediately repair
      any damage to either or both of the Property and the Premises caused by, or
      resulting from, such removal.

     

    4.4. Security/Damage
      Deposit.
      Simultaneously with the execution and delivery of this Lease, Tenant shall
      deposit with Landlord or Agent the sum set forth in Section
      1.10
      above,
      in cash (the “Security”),
      representing security for the performance by Tenant of the covenants and
      obligations hereunder. The Security shall be held by Landlord or Agent, without
      interest, in favor of Tenant; provided, however, that no trust relationship
      shall be deemed created thereby; the Security may be commingled with other
      assets of Landlord; and Landlord shall not be required to pay any interest
      on
      the Security. If Tenant defaults in the performance of any of its covenants
      hereunder, Landlord or Agent may, without notice to Tenant, apply all or any
      part of the Security to the cure of such default or the payment of any sums
      then
      due from Tenant under this Lease (including, but not limited to, amounts due
      under Section
      22.2 of
      this
      Lease as a consequence of termination of this Lease or Tenant’s right to
      possession), in addition to any other remedies available to Landlord. In the
      event the Security is so applied, Tenant shall, upon demand, immediately deposit
      with Landlord or Agent a sum equal to the amount so used. If Tenant fully and
      faithfully complies with all the covenants and obligations hereunder, the
      Security (or any balance thereof) shall be returned to Tenant within 30 days
      after the last to occur of (i) the date the Term expires or terminates or (ii)
      delivery to Landlord of possession of the Premises. Landlord may deliver the
      Security to any lender with a mortgage lien encumbering the Property or to
      any
      Successor Landlord (defined below), and thereupon Landlord and Agent shall
      be
      discharged from any further liability with respect to the Security. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    5. CONDITION
      AND DELIVERY OF PREMISES.

     

    5.1. Condition
      of Premises.
      Tenant
      agrees that Tenant is familiar with the condition of both the Premises and
      the
      Property, and Tenant hereby accepts the foregoing on an “AS-IS,” “WHERE-IS”
basis, except as is otherwise expressly and specifically described on
Exhibit
      C
      attached
      hereto and incorporated herein by this reference, it being understood that,
      if
      Landlord has agreed to perform any tenant improvements in or to the Premises
      in
      consideration of Tenant’s entry into this Lease (collectively, “Landlord’s
      Work”),
      all
      of Landlord’s Work shall be described on Exhibit
      C.
      Tenant
      acknowledges that neither Landlord nor Agent, nor any representative of
      Landlord, has made any representation as to the condition of the foregoing
      or
      the suitability of the foregoing for Tenant’s intended use. Tenant represents
      and warrants that Tenant has made its own inspection of the foregoing. Neither
      Landlord nor Agent shall be obligated to make any repairs, replacements or
      improvements (whether structural or otherwise) of any kind or nature to the
      foregoing in connection with, or in consideration of, this Lease, except as
      expressly and specifically set forth in this Lease, including, but not limited
      to, Exhibit
      C.

     

    5.2. Delay
      in Commencement.
      Landlord shall not be liable to Tenant if Landlord does not deliver possession
      of the Premises to Tenant on the Commencement Date. The obligations of Tenant
      under the Lease shall not be affected thereby, except that the Commencement
      Date
      shall be delayed until Landlord delivers possession of the Premises to Tenant,
      and the Lease Term shall be extended by a period equal to the number of days
      of
      delay in delivery of possession of the Premises to Tenant, plus the number
      of
      days necessary to end the Lease Term on the last day of a month.

     

    5.3. Confirmation
      of Commencement Date.
      Upon
      Landlord’s delivery of possession, and as a condition precedent to such
      delivery, of the Premises to Tenant, and Tenant shall deliver to Landlord a
      Confirmation of Commencement Date in substantially the form attached hereto
      as
Exhibit
      D.
      

     

    6. SUBORDINATION;
      ESTOPPEL CERTIFICATES; ATTORNMENT.

     

    6.1. Subordination
      and Attornment.
      This
      Lease is and shall be subject and subordinate at all times to (a) all ground
      leases or underlying leases that may now exist or hereafter be executed
      affecting either or both of the Premises and the Property and (b) any mortgage
      or deed of trust that may now exist or hereafter be placed upon, and encumber,
      any or all of (x) the Property; (y) any ground leases or underlying leases
      for
      the benefit of the Property; and (z) all or any portion of Landlord’s interest
      or estate in any of said items. Tenant shall execute and deliver, within ten
      (10) days of Landlord’s request, and in the form reasonably requested by
      Landlord (or its lender), any documents evidencing the subordination of this
      Lease.
      Tenant
      hereby covenants and agrees that Tenant shall attorn to any successor to
      Landlord.

     

    6.2. Estoppel
      Certificate.
      Tenant
      agrees, from time to time and within 10 days after request by Landlord, to
      deliver to Landlord, or Landlord’s designee, an estoppel certificate stating
      such matters pertaining to this Lease as may be reasonably requested by
      Landlord. Failure by Tenant to timely execute and deliver such certificate
      shall
      constitute a Default, as defined below (without any obligation to provide any
      notice thereof or any opportunity to cure such failure to timely
      perform).

     

    6.3. Transfer
      by Landlord.
      In the
      event of a sale or conveyance by Landlord of the Property, the same shall
      operate to release Landlord from any future liability for any of the covenants
      or conditions, express or implied, herein contained in favor of Tenant, and
      in
      such event Tenant agrees to look solely to Landlord’s successor in interest
      (“Successor
      Landlord”)
      with
      respect thereto and agrees to attorn to such successor.

     

    7. QUIET
      ENJOYMENT.
      Subject
      to the provisions of this Lease, so long as Tenant pays all of the Rent and
      performs all of its other obligations hereunder, Tenant shall not be disturbed
      in its possession of the Premises by Landlord, Agent or any other person
      lawfully claiming through or under Landlord; provided, however, in addition
      to
      Landlord’s rights under Section
      16
      and
      elsewhere in this Lease, Landlord and Landlord’s agents, employees, contractors
      and representatives shall be provided reasonable access to the Premises such
      that Landlord and Landlord’s agents, employees, contractors and representatives
      may perform the General Maintenance Services (as hereinafter defined) without
      undue interruption, delay or hindrance. This covenant shall be construed as
      a
      covenant running with the Property and is not a personal covenant of Landlord.
      Tenant shall not unreasonably interrupt, delay, prevent or hinder the
      performance of the General Maintenance Services by or on behalf of Landlord.
      Notwithstanding the foregoing, however, Tenant acknowledges and agrees that
      Landlord shall have the unfettered and unilateral right to use portions of
      the
      Common Areas (inclusive of the roof of the Building) for such purposes and
      uses
      as Landlord may desire; provided, however, that in all events and under all
      circumstances, Landlord’s use of any portion of the Common Areas shall not
      interfere, in any material respect, with any or all of (a) Tenant’s rights to
      occupy and use the Common Areas (in the manner and for the purposes contemplated
      hereunder); (b) Tenant’s right to utilize the vehicular parking areas located on
      the Common Areas; and (c) Tenant’s right of access, ingress and egress to and
      from the Common Areas.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    8. ASSIGNMENT
      AND SUBLETTING. Tenant
      shall not (a) assign (whether directly or indirectly), in whole or in part,
      this
      Lease, or (b) allow this Lease to be assigned, in whole or in part, by operation
      of law or otherwise, including, without limitation, by transfer of a controlling
      interest (i.e.
      greater
      than a 25% interest) of stock, membership interests or partnership interests,
      or
      by merger or dissolution, which transfer of a controlling interest, merger
      or
      dissolution shall be deemed an assignment for purposes of this Lease, or (c)
      mortgage or pledge the Lease, or (d) sublet the Premises, in whole or in part,
      without (in the case of any or all of (a) through (d) above) the prior written
      consent of Landlord, which consent shall not be unreasonably withheld or
      delayed. Tenant may, however, assign this Lease or sublease a portion of the
      Premises to a wholly-owned subsidiary, provided that Tenant advises Landlord,
      in
      writing, in advance, and otherwise complies with the succeeding provisions
      of
      this Section
      8.
      In no
      event shall any assignment or sublease ever release Tenant or any guarantor
      from
      any obligation or liability hereunder; and in the case of any assignment,
      Landlord shall retain all rights with respect to the Security. Any purported
      assignment, mortgage, transfer, pledge or sublease made without the prior
      written consent of Landlord shall be absolutely null and void. No assignment
      of
      this Lease shall be effective and valid unless and until the assignee executes
      and delivers to Landlord any and all documentation reasonably required by
      Landlord in order to evidence assignee’s assumption of all obligations of Tenant
      hereunder. Regardless of whether or not an assignee or sublessee executes and
      delivers any documentation to Landlord pursuant to the preceding sentence,
      any
      assignee or sublessee shall be deemed to have automatically attorned to Landlord
      in the event of any termination of this Lease. If
      this
      Lease is assigned, or if the Premises (or any part thereof) are sublet or used
      or occupied by anyone other than Tenant, whether or not in violation of this
      Lease, Landlord or Agent may (without prejudice to, or waiver of its rights),
      collect Rent from the assignee, subtenant or occupant. In the event of an
      assignment of this Lease and the payment of consideration from the assignee
      to
      the Tenant in connection therewith, 50% of such consideration shall be paid
      to
      Landlord. With respect to the allocable portion of the Premises sublet, in
      the
      event that the total rent and any other considerations received under any
      sublease by Tenant is greater than (on a pro rata and proportionate basis)
      the
      total Rent required to be paid, from time to time, under this Lease, Tenant
      shall pay to Landlord fifty percent (50%) of such excess as received from any
      subtenant and such amount shall be deemed a component of the Additional
      Rent. 

     

    9. COMPLIANCE
      WITH LAWS.

     

    9.1. Compliance
      with Laws.
      Tenant
      shall, at its sole expense (regardless of the cost thereof), comply with all
      local, state and federal laws, rules, regulations and requirements now or
      hereafter in force and all judicial and administrative decisions in connection
      with the enforcement thereof (collectively, “Laws”),
      pertaining to either or both of the Premises and Tenant’s use and occupancy
      thereof, and including, but not limited to, all Laws concerning or addressing
      matters of an environmental nature. If any license or permit is required for
      the
      conduct of Tenant’s business in the Premises, Tenant, at its expense, shall
      procure such license prior to the Commencement Date, and shall maintain such
      license or permit in good standing throughout the Term. Tenant shall give prompt
      notice to Landlord of any written notice it receives of the alleged violation
      of
      any Law or requirement of any governmental or administrative authority with
      respect to either or both of the Premises and the use or occupation thereof.
      

     

    9.2. Hazardous
      Materials.
      If, at
      any time or from time to time during the Term (or any extension thereof), any
      Hazardous Material (defined below) is generated, transported, stored, used,
      treated or disposed of at, to, from, on or in either or both of the Premises
      and
      the Property by, or as a result of any act or omission of, any or all of Tenant
      and any or all of Tenant’s Parties (defined below): (i) Tenant shall, at its own
      cost, at all times comply (and cause all others to comply) with all Laws
      relating to Hazardous Materials, and Tenant shall further, at its own cost,
      obtain and maintain in full force and effect at all times all permits and other
      approvals required in connection therewith; (ii) Tenant shall promptly provide
      Landlord or Agent with complete copies of all communications, permits or
      agreements with, from or issued by any governmental authority or agency
      (federal, state or local) or any private entity relating in any way to the
      presence, release, threat of release, or placement of Hazardous Materials on
      or
      in the Premises or any portion of the Property, or the generation,
      transportation, storage, use, treatment, or disposal at, on, in or from the
      Premises, of any Hazardous Materials; (iii) Absent reasonable evidence that
      Tenant is not in compliance with the applicable permits or Laws, Landlord,
      Agent
      and their respective agents and employees shall have the right, not more than
      once per Lease Year, to either or both (x) enter the Premises and (y) conduct
      appropriate tests, at Tenant’s expense, for the purposes of ascertaining
      Tenant’s compliance with all applicable Laws or permits relating in any way to
      the generation, transport, storage, use, treatment, disposal or presence of
      Hazardous Materials on, at, in or from all or any portion of either or both
      of
      the Premises and the Property; and (iv) Absent reasonable evidence that Tenant
      is not in compliance with the applicable permits or Laws, upon written request
      by Landlord or Agent not more than once per Lease Year, Tenant shall cause
      to be
      performed, and shall provide Landlord with the results of, reasonably
      appropriate tests of air, water or soil to demonstrate that Tenant complies
      with
      all applicable Laws or permits relating in any way to the generation, transport,
      storage, use, treatment, disposal or presence of Hazardous Materials on, at,
      in
      or from all or any portion of either or both of the Premises and the Property.
      This Section
      9
      does not
      authorize the generation, transportation, storage, use, treatment or disposal
      of
      any Hazardous Materials at, to, from, on or in the Premises in contravention
      of
      this Section
      9.
      Tenant
      covenants to investigate, clean up and otherwise remediate, at Tenant’s sole
      expense, any release of Hazardous Materials caused, contributed to, or created
      by any or all of (A) Tenant and (B) any or all of Tenant’s officers, directors,
      members, managers, partners, invitees, agents, employees, contractors or
      representatives (“Tenant
      Parties”)
      during
      the Term. Such investigation and remediation shall be performed only after
      Tenant has obtained Landlord’s prior written consent; provided, however, that
      Tenant shall be entitled to respond (in a reasonably appropriate manner)
      immediately to an emergency without first obtaining such consent. All
      remediation shall be performed in strict compliance with Laws and to the
      reasonable satisfaction of Landlord. Tenant shall not enter into any settlement
      agreement, consent decree or other compromise with respect to any claims
      relating to any Hazardous Materials in any way connected to the Premises without
      first obtaining Landlord’s written consent (which consent may be given or
      withheld in Landlord’s sole, but reasonable, discretion) and affording Landlord
      the reasonable opportunity to participate in any such proceedings. As used
      herein, the term, “Hazardous
      Materials,”
shall
      mean any waste, material or substance (whether in the form of liquids, solids
      or
      gases, and whether or not airborne) that is or may be deemed to be or include
      a
      pesticide, petroleum, asbestos, polychlorinated biphenyl, radioactive material,
      urea formaldehyde or any other pollutant or contaminant that is or may be deemed
      to be hazardous, toxic, ignitable, reactive, corrosive, dangerous, harmful
      or
      injurious, or that presents a risk to public health or to the environment,
      and
      that is or becomes regulated by any Law. The undertakings, covenants and
      obligations imposed on Tenant under this Section
      9
      shall
      survive the termination or expiration of this Lease. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    10. INSURANCE.

     

    10.1. Insurance
      to be Maintained by Landlord.
      Landlord shall maintain: (a) a commercial property insurance policy covering
      the
      Property (at its full replacement cost), but excluding Tenant’s personal
      property; (b) commercial general public liability insurance covering Landlord
      for claims arising out of liability for bodily injury, death, personal injury,
      advertising injury and property damage occurring in and about the Property
      and
      otherwise resulting from any acts and operations of Landlord, its agents and
      employees; (c) rent loss insurance;
      and (d)
      any other insurance coverage deemed appropriate by Landlord or required by
      Landlord’s lender. All of the coverages described in (a) through (d) shall be
      determined from time to time by Landlord, in its sole discretion.
      All
      insurance maintained by Landlord shall be in addition to and not in lieu of
      the
      insurance required to be maintained by the Tenant.

     

    10.2. Insurance
      to be Maintained by Tenant.
      Tenant
      shall purchase, at its own expense, and keep in force at all times during this
      Lease the policies of insurance set forth below (collectively,
      “Tenant’s
      Policies”).
      All
      Tenant’s Policies shall (a) be issued by an insurance company with a Best’s
      rating of A or better and otherwise reasonably acceptable to Landlord and shall
      be licensed to do business in the state in which the Property is located, unless
      agreed to otherwise by Landlord; (b) provide that said insurance shall contain
      a
      standard 30 day cancellation policy; (c) provide for deductible amounts that
      are
      reasonably acceptable to Landlord (and its lender, if applicable) and (d)
      otherwise be in such form, and include such coverages, as Landlord may
      reasonably require. The
      Tenant’s Policies described in (i) and (ii) below shall (1)
      provide
      coverage on an occurrence basis; (2) name Landlord (and its lender, if
      applicable) as an additional insured; (3) provide coverage, to the extent
      insurable, for the indemnity obligations of Tenant under this Lease;
      (4)
      contain
      a separation of insured parties provision; (5)
      be
      primary with respect to vicarious liability imputed to the additional insured(s)
      for injuries or damages caused by Tenant; and (6)
      provide
      coverage with no exclusion for a pollution incident arising from a hostile
      fire. All
      Tenant’s Policies (or, at Landlord’s option, Certificates of Insurance and
      applicable endorsements, including, without limitation, an
      "Additional Insured-Managers or Landlords of Premises" endorsement)
      shall
      be delivered to Landlord prior to the Commencement Date and renewals thereof
      shall be delivered to Landlord’s notice addresses at least 30 days prior to the
      applicable expiration date of each Tenant’s Policy. In the event that Tenant
      fails, at any time or from time to time, to comply with the requirements of
      the
      preceding sentence, Landlord may (x) order such insurance and charge the cost
      thereof to Tenant, which amount shall be payable by Tenant to Landlord upon
      demand, as Additional Rent or (y) impose on Tenant, as Additional Rent, a
      monthly delinquency fee, for each month during which Tenant fails to comply
      with
      the foregoing obligation, in an amount equal to five percent (5%) of the Base
      Rent then in effect. Tenant shall give prompt notice to Landlord and Agent
      of
      any bodily injury, death, personal injury, advertising injury or property damage
      occurring in and about the Property.

     

    10.3. Tenant
      shall purchase and maintain, throughout the Term, a Tenant’s Policy(ies) of (i)
      commercial general or excess liability insurance, including personal injury
      and
      property damage, in the amount of not less than $2,000,000.00 per occurrence,
      and $5,000,000.00 annual general aggregate, per location; (ii) comprehensive
      automobile liability insurance covering Tenant, against any personal injuries
      or
      deaths of persons and property damage based upon or arising out of the
      ownership, use, occupancy or maintenance of a motor vehicle at the Premises
      and
      all areas appurtenant thereto in the amount of not less than $1,000,000,
      combined single limit;
      (iii)
      commercial property insurance covering Tenant’s personal
      property
      (at its
      full replacement cost);
      and
      (iv)
      workers’ compensation insurance per the applicable state statutes covering all
      employees of Tenant;
      and if
      Tenant handles, stores or utilizes Hazardous Materials in its business
      operations, (v) pollution legal liability insurance.

     

    10.4. Waiver
      of Subrogation.
      Notwithstanding anything to the contrary in this Lease, Landlord and Tenant
      mutually waive their respective rights of recovery against each other and each
      other’s officers, directors, constituent partners, members, agents and
      employees, and Tenant further waives such rights against (a) each lessor under
      any ground or underlying lease encumbering the Property and (b) each lender
      under any mortgage or deed of trust or other lien encumbering the Property
      (or
      any portion thereof or interest therein), to the extent any loss is insured
      against or required to be insured against under this Lease, including, but
      not
      limited to, losses, deductibles or self-insured retentions covered by Landlord’s
      or Tenant’s commercial property, general liability, or automobile liability
      policies described above, This provision is intended to waive, fully and for
      the
      benefit of each party to this Lease, any and all rights and claims that might
      give rise to a right of subrogation by any insurance carrier. Each party shall
      cause its respective insurance policy(ies) to be endorsed to evidence compliance
      with such waiver. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    11. ALTERATIONS.
      Tenant
      may, from time to time, at its expense, make alterations or improvements in
      and
      to the Premises (hereinafter collectively referred to as “Alterations”),
      provided that either (x) Tenant first obtains the written consent of Landlord
      or
      (y) the aggregate costs that Tenant shall incur in order to perform the
      then-applicable Alterations, together with those costs that Tenant incurred
      to
      perform any Alterations during the preceding twelve (12) month period do not
      exceed $10,000.00. Regardless of whether or not Landlord’s consent to an
      Alteration(s) is required, all
      of
      the following shall apply with respect to all Alterations: (a) the Alterations
      are non-structural and the structural integrity of the Property shall not be
      affected; (b) the Alterations are to the interior of the Premises; (c) the
      proper functioning of the mechanical, electrical, heating, ventilating,
      air-conditioning (“HVAC”),
      sanitary and other service systems of the Property shall not be affected and
      the
      usage of such systems by Tenant shall not be increased; and (d) Tenant shall
      have appropriate insurance coverage, reasonably satisfactory to Landlord,
      regarding the performance and installation of the Alterations. Additionally,
      before proceeding with any Alterations, Tenant shall (i) at Tenant’s expense,
      obtain all necessary governmental permits and certificates for the commencement
      and prosecution of Alterations; (ii) if Landlord’s consent is required for the
      planned Alteration, submit to Landlord, for its written approval, working
      drawings, plans and specifications and all permits for the work to be done
      and
      Tenant shall not proceed with such Alterations until it has received Landlord’s
      approval (if required); and (iii) cause those contractors, materialmen and
      suppliers engaged to perform the Alterations to deliver to Landlord certificates
      of insurance (in a form reasonably acceptable to Landlord) evidencing policies
      of commercial general liability insurance (providing the same coverages as
      required in Section
      10.2
      above)
      and workers’ compensation insurance. Such insurance policies shall satisfy the
      obligations imposed under Section
      10.2.
      Tenant
      shall cause the Alterations to be performed in compliance with all applicable
      permits, Laws and requirements of public authorities, and with Landlord’s
      reasonable rules and regulations or any other restrictions that Landlord may
      impose on the Alterations. Tenant shall cause the Alterations to be diligently
      performed in a good and workmanlike manner, using new materials and equipment
      at
      least equal in quality and class to the standards for the Property established
      by Landlord. With respect to any and all Alterations for which Landlord’s
      consent is required, Tenant shall provide Landlord with “as built” plans, copies
      of all construction contracts, governmental permits and certificates and proof
      of payment for all labor and materials, including, without limitation, copies
      of
      paid invoices and final lien waivers.
      If
      Landlord’s consent to any Alterations is required, and Landlord provides that
      consent, then at the time Landlord so consents, Landlord shall also advise
      Tenant whether or not Landlord shall require that Tenant remove such Alterations
      at the expiration or termination of this Lease. If Landlord requires Tenant
      to
      remove the Alterations, then, during the remainder of the Term, Tenant shall
      be
      responsible for the maintenance of appropriate commercial property insurance
      (pursuant to Section
      10.2)
      therefor; however, if Landlord shall not require that Tenant remove the
      Alterations, such Alterations shall constitute Landlord’s Property and Landlord
      shall be responsible for the insurance thereof, pursuant to Section
      10.1.

     

    Notwithstanding
      the foregoing, Tenant, as part of its fit out of the Premises, Tenant shall
      be
      permitted to: (i) install additional return ducting and/or re-route existing
      air
      flows to minimize cross-contamination between labs and to improve air return;
      (ii) add temperature controls to allow for separate temperature zones; (iii)
      install a new control system; and/or (iv) the install conventional HVAC systems
      for specific areas requiring autonomous control.

     

    12. LANDLORD’S
      AND TENANT’S PROPERTY.
      All
      fixtures, machinery, equipment, improvements and appurtenances attached to,
      or
      built into, the Premises by Landlord at the commencement of, or during, the
      Term
      shall remain a part of the Premises; shall be deemed the property of Landlord
      (the “Landlord’s
      Property”),
      without compensation or credit to Tenant; and shall not be removed by Tenant
      at
      the Expiration Date unless Landlord requires their removal (including, but
      not
      limited to, Alterations pursuant to Section
      11).
      Further, any personal property, equipment or machinery (with the exception
      of
      Building mechanicals such as HVAC) installed by the Tenant in the Premises,
      at
      Tenant’s cost, for purposes of the Permitted Use on or after the Commencement
      Date, movable or otherwise shall constitute Tenant’s property and shall be
      removed by Tenant. Notwithstanding anything to the contrary otherwise contained
      in the Lease, in no event shall Tenant remove any of the following materials
      or
      equipment without Landlord’s prior written consent (which consent may be given
      or withheld in Landlord’s sole discretion): any power wiring or power panels,
      lighting or lighting fixtures, wall or window coverings, carpets or other floor
      coverings, heaters, air conditioners or any other HVAC equipment, fencing or
      security gates, or other similar building operating equipment and decorations.
      At
      or
      before the Expiration Date, or the date of any earlier termination, Tenant,
      at
      its expense, shall remove from the Premises all of Tenant’s personal property
      and any Alterations that Landlord requires be removed pursuant to Section
      11,
      and
      Tenant shall repair (to Landlord’s reasonable satisfaction) any damage to the
      Premises or the Property resulting from either or both such installation and
      removal. Any other items of Tenant’s personal property that remain in the
      Premises after the Expiration Date, or following an earlier termination date,
      may, at the option of Landlord, be deemed to have been abandoned, and in such
      case, such items may be retained by Landlord as its property or be disposed
      of
      by Landlord, in Landlord’s sole and absolute discretion and without
      accountability, at Tenant’s expense. Notwithstanding the foregoing, if Tenant is
      in default under the terms of this Lease, Tenant may remove Tenant’s personal
      property from the Premises only upon the express written direction of
      Landlord. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13. REPAIRS
      AND MAINTENANCE.

     

    13.1. Tenant
      Repairs and Maintenance.

     

    13.1.1. Tenant
      Responsibilities.
      Except
      for events of damage, destruction or casualty to the Premises or Property (which
      are addressed in Section
      18),
      throughout the Term, Tenant shall, at its sole cost and expense: (i) both (x)
      maintain and preserve, in the same condition as exists on the Commencement
      Date,
      subject to normal and customary wear and tear (the “Same
      Condition”),
      and
      (y) perform any and all repairs and replacements required in order to so
      maintain and preserve, in the Same Condition, the Premises and the fixtures
      and
      appurtenances therein (including, but not limited to, the Premises’ plumbing and
      HVAC systems, all doors, overhead or otherwise, glass and levelers located
      in
      the Premises or otherwise available in the Property for Tenant’s sole use; and
      excluding, however, only those specific components of the Premises for which
      Landlord is expressly responsible under Section
      13.2);
      and
      (ii) except to the extent Landlord elects to repair and maintain the HVAC
      systems as part of General Maintenance Services, maintain, in full force and
      effect, a preventative maintenance and service contract with a reputable service
      provider for maintenance of the HVAC systems of the Premises (the “HVAC
      Maintenance Contract”).
      In
      addition to Tenant’s obligations under (i) and (ii) above, Tenant shall also be
      responsible for all costs and expenses incurred to perform any and all repairs
      and replacements (whether structural or non-structural; interior or exterior;
      and ordinary or extraordinary), in and to the Premises and the Property and
      the
      facilities and systems thereof, if and to the extent that the need for such
      repairs or replacements arises directly or indirectly from any act, omission,
      misuse, or neglect of any or all of Tenant, any of its subtenants, Tenant’s
      Parties, or others entering into, or utilizing, all or any portion of the
      Premises for any reason or purpose whatsoever, including, but not limited to
      (a)
      the performance or existence of any Alterations, (b) the installation, use
      or
      operation of Tenant’s personal property in the Premises; and (c) the moving of
      Tenant’s personal property in or out of the Property (collectively,
“Tenant-Related
      Repairs”).
      All
      such repairs or replacements required under this Section
      13.1.1
      shall be
      subject to the supervision and control of Landlord, and all repairs and
      replacements shall be made with materials of equal or better quality than the
      items being repaired or replaced. 

     

    13.1.2. General
      Maintenance Services.
      Notwithstanding any of the foregoing, however, from time to time during the
      Term, Landlord may elect, in its sole discretion and by delivery of written
      notice to Tenant, to perform on behalf of Tenant, all or some portion of the
      repairs, maintenance, restoration and replacement in and to the Premises
      required to be performed by Tenant under this Lease (any such repairs,
      maintenance, restoration and/or replacement activities that Landlord elects
      to
      perform on behalf of Tenant are herein collectively referred to as “General
      Maintenance Services”).
      Tenant shall reimburse Landlord for the cost or value of all General Maintenance
      Services provided by Landlord as Additional Rent, simultaneously with the
      payment of Operating Expenses as part of Estimated Additional Rent (on a monthly
      estimated basis subject to annual reconciliation, as described in Section
      3.3
      above).
      Unless and until Landlord affirmatively elects to provide General Maintenance
      Services, nothing contained herein shall be construed to obligate Landlord
      to
      perform any General Maintenance Services or, except as otherwise expressly
      provided in Section
      13.2,
      to
      repair, maintain, restore or replace any portion of the Premises. Landlord
      may
      from time to time, in its sole discretion, (x) reduce or expand the scope of
      the
      General Maintenance Services that Landlord has elected to provide or (y) revoke
      its election to provide any or all of the General Maintenance Services, in
      either event, upon delivery of not less than thirty (30) days’ prior written
      notice to Tenant. 

     

    13.1.3. HVAC
      Maintenance Contract.
      The
      terms and provisions of any such HVAC Maintenance Contract shall require that
      the service provider maintain the Premises’ HVAC system in accordance with the
      manufacturer’s recommendations and otherwise in accordance with normal,
      customary and reasonable practices in the geographic area in which the Premises
      is located and for HVAC systems comparable to the Premises’ HVAC system. If
      Landlord does not elect to repair and maintain the HVAC systems as part of
      General Maintenance Services, or revokes such election at any time after having
      made such election, then, within 30 days following either (a) the Commencement
      Date or (b) the date on which Landlord advises Tenant that Landlord will no
      longer provide General Maintenance Services for the HVAC system, whichever
      date
      is applicable, Tenant shall procure and deliver to Landlord the HVAC Maintenance
      Contract. Thereafter, Tenant shall provide to Landlord a copy of renewals or
      replacements of such HVAC Maintenance Contract no later than 30 days prior
      to
      the then-applicable expiry date of the existing HVAC Maintenance Contract.
      If
      Tenant fails to timely deliver to Landlord the HVAC Maintenance Contract (or
      any
      applicable renewal or replacement thereof), then Landlord shall have the right
      to contract directly for the periodic maintenance of the HVAC systems in the
      Premises and to charge the cost thereof back to Tenant as Additional
      Rent.

     

    13.2. Landlord
      Repairs.
      Notwithstanding anything to the contrary stated herein, Landlord shall repair,
      replace and restore the (a) foundation, exterior and interior load-bearing
      walls, roof structure and roof covering of the Property and (b) the Common
      Areas; provided, however, that in the case of both (a) and (b): (i) all costs
      and expenses so incurred by Landlord to repair, replace and restore the above
      items shall constitute Operating Expenses; provided, however, that with respect
      to any costs incurred in the replacement context, those costs shall not
      constitute an Operating Expense except to the extent that such costs so qualify
      under Section
      3.1.1(v);
      and
      (ii) notwithstanding (i) above, in the event that any such repair, replacement
      or restoration is a Tenant-Related Repair, then Tenant shall be required to
      reimburse Landlord for all costs and expenses that Landlord incurs in order
      to
      perform such Tenant-Related Repair, and such reimbursement shall be paid, in
      full, within 10 days after Landlord’s delivery of demand therefor. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    14. UTILITIES.
      Tenant
      shall purchase all utility services and shall provide for scavenger, cleaning
      and extermination services. As provided in Section
      3.1.1.
      above,
      utility charges may be included within Operating Expenses; nevertheless, at
      Landlord’s election or with Landlord’s consent, (a) Tenant may pay the utility
      charges for its Premises directly to the utility or municipality providing
      such
      service, and in that event all charges shall be paid by Tenant before they
      become delinquent; and (b) Landlord may directly bill Tenant for its
      Proportionate Share of utility expenses when and as such expenses are incurred.
      Tenant shall be solely responsible for the repair and maintenance of any meters
      necessary in connection with such services. Tenant’s use of electrical energy in
      the Premises shall not, at any time, exceed the capacity of either or both
      of
      (x) any of the electrical conductors and equipment in or otherwise servicing
      the
      Premises; and (y) the HVAC systems of either or both of the Premises and the
      Property.

     

    15. INVOLUNTARY
      CESSATION OF SERVICES.
      Landlord reserves the right, without any liability to Tenant and without
      affecting Tenant’s covenants and obligations hereunder, to stop service of any
      or all of the HVAC, electric, sanitary, elevator (if any), and other systems
      serving the Premises, or to stop any other services required by Landlord under
      this Lease, whenever and for so long as may be necessary by reason of (i)
      accidents, emergencies, strikes, or the making of repairs or changes which
      Landlord or Agent, in good faith, deems necessary or (ii) any other cause beyond
      Landlord’s reasonable control. Further, it is also understood and agreed that
      Landlord or Agent shall have no liability or responsibility for a cessation
      of
      services to the Premises or to the Property that occurs as a result of causes
      beyond Landlord’s or Agent’s reasonable control. No such interruption of service
      shall be deemed an eviction or disturbance of Tenant’s use and possession of the
      Premises or any part thereof, or render Landlord or Agent liable to Tenant
      for
      damages, or relieve Tenant from performance of Tenant’s obligations under this
      Lease, including, but not limited to, the obligation to pay Rent; provided,
      however, that if any interruption of services persists for a period in excess
      of
      five (5) consecutive business days Tenant shall, as Tenant’s sole remedy, be
      entitled to a proportionate abatement of Rent to the extent, if any, of any
      actual loss of use of the Premises by Tenant.

     

    16. LANDLORD’S
      RIGHTS.
      Landlord, Agent and their respective agents, employees and representatives
      shall
      have the right to enter and/or pass through the Premises at any time or times
      upon reasonable prior notice (except in the event of emergency): (a) to examine
      and inspect the Premises and to show them to actual and prospective lenders,
      prospective purchasers or mortgagees of the Property or providers of capital
      to
      Landlord and its affiliates; and in connection with the foregoing, to install
      a
      sign at or on the Property to advertise the Property for lease or sale; (b)
      to
      make such repairs, alterations, additions and improvements in or to all or
      any
      portion of either or both of the Premises and the Property, or the Property’s
      facilities and equipment as Landlord is required or desires to make. During
      the
      period of nine (9) months prior to the Expiration Date (or at any time, if
      Tenant has vacated or abandoned the Premises or is otherwise in default under
      this Lease), Landlord and its agents may exhibit the Premises to prospective
      tenants. Additionally, Landlord and Agent shall have the following rights with
      respect to the Premises, exercisable without notice to Tenant, without liability
      to Tenant, and without being deemed an eviction or disturbance of Tenant’s use
      or possession of the Premises or giving rise to any claim for setoff or
      abatement of Rent: (i) to have pass keys, access cards, or both, to the
      Premises; and (ii) to decorate, remodel, repair, alter or otherwise prepare
      the
      Premises for reoccupancy at any time after Tenant vacates or abandons the
      Premises for more than 30 consecutive days or without notice to Landlord of
      Tenant’s intention to reoccupy the Premises.

     

    17. NON-LIABILITY
      AND INDEMNIFICATION.

     

    17.1. Non-Liability.
      Except
      with respect to Landlord’s indemnity under Section
      17.3,
      none
      of
      Landlord, Agent, any other managing agent, or their respective affiliates,
      owners, partners, directors, officers, agents and employees shall be liable
      to
      Tenant for any loss, injury, or damage, to Tenant or to any other person, or
      to
      its or their property, irrespective of the cause of such injury, damage or
      loss.
      Further, none of Landlord, Agent, any other managing agent, or their respective
      affiliates, owners, partners, directors, officers, agents and employees shall be
      liable to Tenant (a) for any damage caused by other tenants or persons in,
      upon
      or about the Property, or caused by operations in construction of any public
      or
      quasi-public work, except as otherwise expressly provided in Section
      17.3;
      (b)
      with respect to matters for which Landlord is liable, for consequential or
      indirect damages purportedly arising out of any loss of use of the Premises
      or
      any equipment or facilities therein by Tenant or any person claiming through
      or
      under Tenant; (c) for any defect in the Premises or the Property; (d) for injury
      or damage to person or property caused by fire, or theft, or resulting from
      the
      operation of heating or air conditioning or lighting apparatus, or from falling
      plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness,
      that may leak or flow from any part of the Property, or from the pipes,
      appliances or plumbing work of the same, except as otherwise expressly provided
      in Section
      17.3.

     

    17.2. Tenant
      Indemnification. Except
      for the Landlord’s gross negligence, sole negligence or willful misconduct,
      Tenant hereby indemnifies, defends, and holds Landlord, Agent, Landlord’s
      members and their respective affiliates, owners, partners, members, directors,
      officers, agents and employees (collectively, “Landlord
      Indemnified Parties”)
      harmless from and against any and all Losses (defined below) arising from or
      in
      connection with any or all of: (a) the conduct or management of either or both
      the Property and the Premises or any business therein, or any work or
      Alterations done, or any condition created by any or all of Tenant and Tenant’s
      Parties in or about the Premises during the Term or during the period of time,
      if any, prior to the Commencement Date that Tenant has possession of, or is
      given access to, the Premises; (b) any act, omission or negligence of any or
      all
      of Tenant and Tenant’s Parties; (c) any bodily injury or property damage
      occurring in, at or upon the Premises and caused by any or all of Tenant and
      Tenant’s Parties; (d) any breach by Tenant of any or all of its warranties,
      representations and covenants under this Lease; (e) any actions necessary to
      protect Landlord’s interest under this Lease in a bankruptcy proceeding or other
      proceeding under the Bankruptcy Code; (f) the creation or existence of any
      Hazardous Materials in, at, on or under the Premises or the Property, if and
      to
      the extent brought to the Premises or the Property or caused by Tenant or any
      party within Tenant’s control; and (g) any violation or alleged violation by any
      or all of Tenant and Tenant’s Parties of any Law (collectively, “Tenant’s
      Indemnified Matters”).
      In
      case any action or proceeding is brought against any or all of Landlord and
      the
      Landlord Indemnified Parties by reason of any of Tenant’s Indemnified Matters,
      Tenant, upon notice from any or all of Landlord, Agent or any Superior Party
      (defined below), shall resist and defend such action or proceeding by counsel
      reasonably satisfactory to Landlord. The term “Losses”
shall
      mean all claims, demands, expenses, actions, judgments, damages (actual, but
      not
      consequential), penalties, fines, liabilities, losses of every kind and nature,
      suits, administrative proceedings, costs and fees, including, without
      limitation, attorneys’ and consultants’ reasonable fees and expenses, and the
      costs of cleanup, remediation, removal and restoration, that are in any way
      related to any matter covered by the foregoing indemnity. The provisions of
      this
Section
      17.2
      shall
      survive the expiration or termination of this Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    17.3. Landlord
      Indemnification.
      Landlord hereby indemnifies, defends and holds Tenant harmless from and against
      any and all Losses actually suffered or incurred by Tenant as the sole and
      direct result of any negligent, willful or intentional acts or omissions of
      any
      or all of Landlord, Agent and any parties within the direct and sole control
      of
      either or both of Landlord and Agent. Notwithstanding anything to the contrary
      set forth in this Lease, however, in all events and under all circumstances,
      the
      liability of Landlord to Tenant, whether under this Section
      17.3
      or any
      other provision of this Lease, shall be limited to the interest of Landlord
      in
      the Property, and Tenant agrees to look solely to Landlord’s interest in the
      Property for the recovery of any judgment or award against Landlord, it being
      intended that Landlord shall not be personally liable for any judgment or
      deficiency. The provisions of this Section
      17.3
      shall
      survive the expiration or termination of this Lease.

     

    17.4. Force
      Majeure.
      Neither
      the obligations of Tenant (except the obligation to pay Rent and the obligation
      to maintain insurance, and provide evidence thereof, in accordance with
Section
      10.2)
      nor
      those of Landlord shall be affected, impaired or excused, and neither Landlord
      nor Tenant shall have any liability whatsoever to the other, with respect to
      any
      act, event or circumstance arising out of either or both (a) Landlord’s or
      Tenant’s, as the case may be, failure to fulfill, or delay in fulfilling any of
      its obligations under this Lease (except, with respect to Tenant, the obligation
      to pay Rent and the obligation to maintain insurance, and provide evidence
      thereof, in accordance with Section
      10.2)
      by
      reason of labor dispute, governmental preemption of property in connection
      with
      a public emergency or shortages of fuel, supplies, or labor, or any other cause,
      whether similar or dissimilar, beyond Landlord’s or Tenant’s, as the case may
      be, reasonable control; or (b) any failure or defect in the supply, quantity
      or
      character of utilities furnished to the Premises, or by reason of any
      requirement, act or omission of any public utility or others serving the
      Property, beyond Landlord’s or Tenant’s, as the case may be, reasonable
      control.

     

    18. DAMAGE
      OR DESTRUCTION.

     

    18.1. Notification
      and Repair; Rent Abatement.
      Tenant
      shall give prompt notice to Landlord and Agent of (a) any fire or other casualty
      to the Premises or the Property, and (b) any damage to, or defect in, any part
      or appurtenance of the Property’s sanitary, electrical, HVAC, elevator or other
      systems located in or passing through the Premises or any part thereof. In
      the
      event that, as a result of Tenant’s failure to promptly notify Landlord pursuant
      to the preceding sentence, Landlord’s insurance coverage is compromised or
      adversely affected, then Tenant is and shall be responsible for the payment
      to
      Landlord of any insurance proceeds that Landlord’s insurer fails or refuses to
      pay to Landlord as a result of the delayed notification. Subject to the
      provisions of Section
      18.2
      below,
      if either or both of the Property and the Premises is damaged by fire or other
      insured casualty, Landlord
      shall repair (or cause Agent to repair) the damage and restore and rebuild
      the
      Property and/or the Premises (except Tenant’s personal property) with reasonable
      dispatch after the adjustment of the insurance proceeds attributable to such
      damage. Landlord (or Agent, as the case may be) shall use its diligent, good
      faith efforts to make such repair or restoration promptly and in such manner
      as
      not to unreasonably interfere with Tenant’s use and occupancy of the Premises,
      but Landlord or Agent shall not be required to do such repair or restoration
      work except during normal business hours of business days.
      Provided
      that any damage to either or both of the Property and the Premises is not caused
      by, or is not the result of acts or omissions by, any or all of Tenant and
      Tenant’s Parties, if (i) the Property is damaged by fire or other casualty
      thereby causing the Premises to be inaccessible or (ii) the Premises are
      partially damaged by fire or other casualty, the Rent shall be proportionally
      abated to the extent of any actual loss of use of the Premises by
      Tenant.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    18.2. Total
      Destruction.
      If the
      Property or the Premises shall be totally destroyed by fire or other casualty,
      or if the Property shall be so damaged by fire or other casualty that (in the
      reasonable opinion of a reputable contractor or architect designated by
      Landlord): (i) its repair or restoration of the Premises requires more than
      180
      days or (ii) such repair or restoration requires the expenditure of more than
      (a) 80% of the full insurable value of the Premises immediately prior to the
      casualty or (b) 50% of the full insurable value of the Property immediately
      prior to the casualty, Landlord and Tenant shall each have the option to
      terminate this Lease (by so advising the other, in writing) within 10 days
      after
      said contractor or architect delivers written notice of its opinion to Landlord
      and Tenant, but in all events prior to the commencement of any restoration
      of
      the Premises or the Property by Landlord. Additionally, if the damage (x) is
      less than the amount stated in (ii) above, but more than 10% of the full
      insurable value of the Property; and (y) occurs during the last two years of
      Lease Term, then Landlord, but not Tenant, shall have the option to terminate
      this Lease pursuant to the notice and within the time period established
      pursuant to the immediately preceding sentence. In the event of a termination
      pursuant to either of the preceding two (2) sentences, the termination shall
      be
      effective as of the date upon which either Landlord or Tenant, as the case
      may
      be, receives timely written notice from the other terminating this Lease
      pursuant to the preceding sentence. If neither Landlord nor Tenant timely
      delivers a termination notice, this Lease shall remain in full force and effect.
      Notwithstanding the foregoing, if (A) any holder of a mortgage or deed of trust
      encumbering the Property or landlord pursuant to a ground lease encumbering
      the
      Property (collectively, “Superior
      Parties”)
      or
      other party entitled to the insurance proceeds fails to make such proceeds
      available to Landlord in an amount sufficient for restoration of the Premises
      or
      the Property, or (B) the issuer of any commercial property insurance policies
      on
      the Property fails to make available to Landlord sufficient proceeds for
      restoration of the Premises or the Property, then Landlord may, at Landlord’s
      sole option, terminate this Lease by giving Tenant written notice to such effect
      within 30 days after Landlord receives notice from the Superior Party or
      insurance company, as the case may be, that such proceeds shall not be made
      available, in which event the termination of this Lease shall be effective
      as of
      the date Tenant receives written notice from Landlord of Landlord’s election to
      terminate this Lease. Landlord shall have no liability to Tenant, and Tenant
      shall not be entitled to terminate this Lease by virtue of any delays in
      completion of repairs and restoration. For purposes of this Section
      18.2
      only,
“full
      insurable value”
shall
      mean replacement cost, less the cost of footings, foundations and other
      structures below grade.

     

    19. EMINENT
      DOMAIN.
      If the
      whole, or any substantial (as reasonably determined by Landlord) portion, of
      the
      Property is taken or condemned for any public use under any Law or by right
      of
      eminent domain, or by private purchase in lieu thereof, and such taking would
      prevent or materially interfere with the Permitted Use of the Premises, this
      Lease shall terminate effective when the physical taking of said Premises
      occurs. If less than a substantial portion of the Property is so taken or
      condemned, or if the taking or condemnation is temporary (regardless of the
      portion of the Property affected), this Lease shall not terminate, but the
      Rent
      payable hereunder shall be proportionally abated to the extent of any actual
      loss of use of the Premises by Tenant. Landlord shall be entitled to any and
      all
      payment, income, rent or award, or any interest therein whatsoever, which may
      be
      paid or made in connection with such a taking or conveyance, and Tenant shall
      have no claim against Landlord for the value of any unexpired portion of this
      Lease. Notwithstanding the foregoing, any compensation specifically and
      independently awarded to Tenant for loss of business or goodwill, or for its
      personal property, shall be the property of Tenant.

     

    20. SURRENDER
      AND HOLDOVER.
      On the
      last day of the Term, or upon any earlier termination of this Lease, or upon
      any
      re-entry by Landlord upon the Premises: (a) Tenant shall quit and surrender
      the
      Premises to Landlord “broom-clean” (as defined by Exhibit
      E,
      attached hereto and incorporated herein by reference), and in a condition that
      would reasonably be expected with normal and customary use in accordance with
      prudent operating practices and in accordance with the covenants and
      requirements imposed under this Lease, subject only to ordinary wear and tear
      (as is attributable to deterioration by reason of time and use, in spite of
      Tenant’s reasonable care) and such damage or destruction as Landlord is required
      to repair or restore under this Lease; (b) Tenant shall remove all of Tenant’s
      personal property therefrom, except as otherwise expressly provided in this
      Lease; and (c) Tenant shall surrender to Landlord any and all keys, access
      cards, computer codes or any other items used to access the Premises. Landlord
      shall be permitted to inspect the Premises in order to verify compliance with
      this Section
      20
      at any
      time prior to (x) the Expiration Date, (y) the effective date of any earlier
      termination of this Lease, or (z) the surrender date otherwise agreed to in
      writing by Landlord and Tenant. The obligations imposed under the first sentence
      of this Section
      20 shall
      survive the termination or expiration of this Lease. If Tenant remains in
      possession after the Expiration Date hereof or after any earlier termination
      date of this Lease or of Tenant’s right to possession: (i) Tenant shall be
      deemed a tenant-at-will; (ii) Tenant shall pay 200% of the aggregate of all
      Rent
      last prevailing hereunder, and also shall pay all actual damages sustained
      by
      Landlord, directly by reason of Tenant’s remaining in possession after the
      expiration or termination of this Lease; (iii) there shall be no renewal or
      extension of this Lease by operation of law; and (iv) the tenancy-at-will may
      be
      terminated by either party hereto upon 30 days’ prior written notice given by
      the terminating party to the non-terminating party. The provisions of this
      Section
      20
      shall
      not constitute a waiver by Landlord of any re-entry rights of Landlord provided
      hereunder or by law.

     

    21. EVENTS
      OF DEFAULT.

     

    21.1. Bankruptcy
      of Tenant.
      It
      shall be a default by Tenant under this Lease (“Default”
or
      “Event
      of Default”)
      if
      Tenant makes an assignment for the benefit of creditors, or files a voluntary
      petition under any state or federal bankruptcy (including the United States
      Bankruptcy Code) or insolvency law, or an involuntary petition is filed against
      Tenant under any state or federal bankruptcy (including the United States
      Bankruptcy Code) or insolvency law that is not dismissed within 90 days after
      filing, or whenever a receiver of Tenant, or of, or for, the property of Tenant
      shall be appointed, or Tenant admits it is insolvent or is not able to pay
      its
      debts as they mature. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    21.2. Default
      Provisions.
      In
      addition to any Default arising under Section
      21.1 above,
      each of the following shall constitute a Default: (a) if Tenant fails to pay
      Rent or any other payment when due hereunder within five days after written
      notice from Landlord of such failure to pay on the due date; provided, however,
      that if in any consecutive 12 month period, Tenant shall, on two (2) separate
      occasions, fail to pay any installment of Rent on the date such installment
      of
      Rent is due, then, on the third such occasion and on each occasion thereafter
      on
      which Tenant shall fail to pay an installment of Rent on the date such
      installment of Rent is due, Landlord shall be relieved from any obligation
      to
      provide notice to Tenant, and Tenant shall then no longer have a five day period
      in which to cure any such failure; (b) if Tenant fails, whether by action or
      inaction, to timely comply with, or satisfy, any or all of the obligations
      imposed on Tenant under this Lease (other than the obligation to pay Rent)
      for a
      period of 30 days after Landlord’s delivery to Tenant of written notice of such
      default under this Section
      21.2(b);
      provided, however, that if the default cannot, by its nature, be cured within
      such 30 day period, but Tenant commences and diligently pursues a cure of such
      default promptly within the initial 30 day cure period, then Landlord shall
      not
      exercise its remedies under Section
      22
      unless
      such default remains uncured for more than 60 days after the initial delivery
      of
      Landlord’s original default notice; and, at Landlord’s election, (c) if Tenant
      vacates or abandons the Premises during the Term. 

     

    22. RIGHTS
      AND REMEDIES.

     

    22.1. Landlord’s
      Cure Rights Upon Default of Tenant.
      If a
      Default occurs, then Landlord may (but shall not be obligated to) cure or remedy
      the Default for the account of, and at the expense of, Tenant,
      but
      without waiving such Default.

     

    22.2. Landlord’s
      Remedies.
      In the
      event of any Default by Tenant under this Lease, Landlord, at its option, may,
      in addition to any and all other rights and remedies provided in this Lease
      or
      otherwise at law or in equity do or perform any or all of the
      following:

     

    22.2.1. Terminate
      Tenant’s right to possession of the Premises by any lawful means, in which case
      this Lease shall terminate and Tenant shall immediately surrender possession
      to
      Landlord. In such event, Landlord shall be entitled to recover from Tenant
      all
      of: (i) the unpaid Rent that is accrued and unpaid as of the date on which
      this
      Lease is terminated; (ii) the worth, at the time of award, of the amount by
      which (x) the unpaid Rent that would otherwise be due and payable under this
      Lease (had this Lease not been terminated) for the period of time from the
      date
      on which this Lease is terminated through the Expiration Date exceeds (y) the
      amount of such rental loss that the Tenant proves could have been reasonably
      avoided; and (iii) any other amount necessary to compensate Landlord for all
      the
      detriment proximately caused by the Tenant’s failure to perform its obligations
      under this Lease or which, in the ordinary course of events, would be likely
      to
      result therefrom, including but not limited to, the cost of recovering
      possession of the Premises, expenses of reletting, including renovation and
      alteration of the Premises, reasonable attorneys’ fees, and that portion of any
      leasing commission paid by Landlord in connection with this Lease applicable
      to
      the unexpired Term (as of the date on which this Lease is terminated). The
      worth, at the time of award, of the amount referred to in provision (ii) of
      the
      immediately preceding sentence shall be computed by discounting such amount
      at
      the current yield, as of the date on which this Lease is terminated under this
      Section
      22.2.1,
      on
      United States Treasury Bills having a maturity date closest to the stated
      Expiration Date of this Lease, plus one percent per annum. In the event that
      Tenant vacates the Premises, Landlord shall, at Tenant’s full cost and expense,
      use commercially reasonable efforts to mitigate its damages caused by Tenant’s
      Default, but shall in no event be said to have waived Landlord’s right to
      recover damages under this Section
      22.2.
      Should
      Landlord, as a result of its mitigation efforts receive any rents for the
      Premises, Landlord shall apply such rents (after deducting the full cost of
      its
      mitigation efforts therefrom) against the amount otherwise due from Tenant
      as a
      result of its Default. If this Lease is terminated through any unlawful entry
      and detainer action, Landlord shall have the right to recover in such proceeding
      any unpaid Rent and damages as are recoverable in such action, or Landlord
      may
      reserve the right to recover all or any part of such Rent and damages in a
      separate suit; or

     

    22.2.2. Continue
      the Lease and either (a) continue Tenant’s right to possession or (b) terminate
      Tenant’s right to possession and in the case of either (a) or (b), recover the
      Rent as it becomes due. Acts of maintenance, efforts to relet, and/or the
      appointment of a receiver to protect the Landlord’s interests shall not
      constitute a termination of the Tenant’s right to possession; or

     

    22.2.3. Pursue
      any other remedy now or hereafter available under the laws of the state in
      which
      the Premises are located.

     

    22.2.4. Without
      limitation of any of Landlord’s rights in the event of a Default by Tenant,
      Landlord may also exercise its rights and remedies with respect to any Security
      under Section
      4.4 above.

     

    Any
      and
      all personal property of Tenant that may be removed from the Premises by
      Landlord pursuant to the authority of this Lease or of law may be handled,
      removed or stored by Landlord at the sole risk, cost and expense of Tenant,
      and
      in no event or circumstance shall Landlord be responsible for the value,
      preservation or safekeeping thereof. Tenant shall pay to Landlord, upon demand,
      any and all expenses incurred in such removal and all storage charges for such
      property of Tenant so long as the same shall be in Landlord’s possession or
      under Landlord’s control. Any such property of Tenant not removed from the
      Premises as of the Expiration Date or any other earlier date on which this
      Lease
      is terminated shall be conclusively presumed to have been conveyed by Tenant
      to
      Landlord under this Lease as in a bill of sale, without further payment or
      credit by Landlord to Tenant.
      Neither
      expiration or termination of this Lease nor the termination of Tenant’s right to
      possession shall relieve Tenant from its liability under the indemnity
      provisions of this Lease.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    22.3. Additional
      Rights of Landlord.
      All
      sums advanced by Landlord or Agent on account of Tenant under this Section,
      or
      pursuant to any other provision of this Lease, and all Base Rent and Additional
      Rent, if delinquent or not paid by Tenant and received by Landlord when due
      hereunder, shall bear interest at the rate of 5% per annum above the “prime” or
“reference” or “base” rate (on a per annum basis) of interest publicly announced
      as such, from time to time, by the JPMorgan Chase Bank, or its successor
      (“Default
      Interest”),
      from
      the due date thereof until paid, and such interest shall be and constitute
      Additional Rent and be due and payable upon Landlord’s or Agent’s submission of
      an invoice therefor. The various rights, remedies and elections of Landlord
      reserved, expressed or contained herein are cumulative and no one of them shall
      be deemed to be exclusive of the others or of such other rights, remedies,
      options or elections as are now or may hereafter be conferred upon Landlord
      by
      law.

     

    22.4. Event
      of Bankruptcy.
      In
      addition to, and in no way limiting the other remedies set forth herein,
      Landlord and Tenant agree that if Tenant ever becomes the subject of a voluntary
      or involuntary bankruptcy, reorganization, composition, or other similar type
      proceeding under the federal bankruptcy laws, as now enacted or hereinafter
      amended, then: (a) “adequate assurance of future performance” by Tenant pursuant
      to Bankruptcy Code Section 365 will include (but not be limited to) payment
      of
      an additional/new security deposit in the amount of three times the then current
      Base Rent payable hereunder; (b) any person or entity to which this Lease is
      assigned, pursuant to the provisions of the Bankruptcy Code, shall be deemed,
      without further act or deed, to have assumed all of the obligations of Tenant
      arising under this Lease on and after the effective date of such assignment,
      and
      any such assignee shall, upon demand by Landlord, execute and deliver to
      Landlord an instrument confirming such assumption of liability; (c)
      notwithstanding anything in this Lease to the contrary, all amounts payable
      by
      Tenant to or on behalf of Landlord under this Lease, whether or not expressly
      denominated as “Rent”, shall constitute “rent” for the purposes of Section
      502(b)(6) of the Bankruptcy Code; and (d) if this Lease is assigned to any
      person or entity pursuant to the provisions of the Bankruptcy Code, any and
      all
      monies or other considerations payable or otherwise to be delivered to Landlord
      or Agent (including Base Rent, Additional Rent and other amounts hereunder),
      shall be and remain the exclusive property of Landlord and shall not constitute
      property of Tenant or of the bankruptcy estate of Tenant. Any and all monies
      or
      other considerations constituting Landlord’s property under the preceding
      sentence not paid or delivered to Landlord or Agent shall be held in trust
      by
      Tenant or Tenant’s bankruptcy estate for the benefit of Landlord and shall be
      promptly paid to or turned over to Landlord.

     

    22.5. CONFESSION
      OF JUDGMENT FOR POSSESSION

     

    TENANT,
      IN CONSIDERATION OF THE EXECUTION OF THIS LEASE BY LANDLORD AND FOR THE
      COVENANTS AND AGREEMENTS ON THE PART OF LANDLORD HEREIN CONTAINED, AND FULLY
      COMPREHENDING THE RELINQUISHMENT OF CERTAIN RIGHTS INCLUDING RIGHTS OF
      PREJUDGMENT NOTICE AND HEARING AND POST JUDGMENT/PRE-EXECUTION NOTICE AND
      HEARING, AND AFTER DEFAULT BY TENANT UNDER THIS LEASE, HEREBY EXPRESSLY
      AUTHORIZES ANY ATTORNEY OF ANY COURT OF RECORD TO ACCEPT SERVICE OF PROCESS
      FOR,
      TO APPEAR FOR, AND TO CONFESS JUDGMENT IN EJECTMENT AGAINST TENANT IN ANY AND
      ALL ACTIONS BROUGHT HEREUNDER BY LANDLORD AGAINST TENANT TO RECOVER POSSESSION
      FROM TIME TO TIME OF THE PREMISES (AND TENANT AGREES THAT UPON THE ENTRY OF
      EACH
      JUDGMENT FOR SUCH POSSESSION A WRIT OF POSSESSION OR OTHER APPROPRIATE PROCESS
      MAY ISSUE FORTHWITH). THE RIGHT TO CONFESS JUDGMENT IN EJECTMENT SHALL NOT
      BE
      EXHAUSTED BY THE SINGLE OR MULTIPLE USE THEREOF. TENANT CONFIRMS THAT THIS
      IS A
      COMMERCIAL LEASE, THAT TENANT WAS REPRESENTED BY COUNSEL IN TENANT'S NEGOTIATION
      AND EXECUTION OF THIS LEASE, AND THAT TENANT KNOWINGLY, WILLINGLY, FREELY AND
      VOLUNTARILY EXECUTED THIS LEASE WITH THIS SECTION AS A PART THEREOF. LANDLORD
      COVENANTS NOT TO CONFESS JUDGMENT IN ACCORDANCE WITH THIS PARAGRAPH 22.5 UNLESS
      IT SHALL HAVE PROVIDED TENANT WITH AT LEAST TEN (1O) DAYS PRIOR WRITTEN NOTICE
      OF LANDLORD’S INTENTION TO SO CONFESS JUDGMENT.

     

    22.6. WAIVER
      OF NOTICE UNDER PENNSYLVANIA LANDLORD AND TENANT ACT.
      

     

    IF
      PROCEEDINGS ARE COMMENCED BY LANDLORD TO RECOVER POSSESSION UNDER THE ACTS
      OF
      ASSEMBLY AND RULES OF CIVIL PROCEDURE, UPON THE EXPIRATION OR EARLIER
      TERMINATION OF THE TERM, OR FOR NON-PAYMENT OF RENT OR ANY OTHER REASON, TENANT
      SPECIFICALLY WAIVES THE RIGHT TO THE NOTICES REQUIRED BY THE LANDLORD AND TENANT
      ACT OF 1951, AS THE SAME MAY BE AMENDED, AND AGREES THAT FIVE (5) DAYS' NOTICE
      SHALL BE SUFFICIENT IN ALL CASES, EXCEPT WHERE OTHERWISE PROVIDED
      HEREIN.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    23. BROKER.
      Tenant
      covenants, warrants and represents that the broker set forth in Section
      1.9(A)
      was the
      only broker to represent Tenant in the negotiation of this Lease (“Tenant’s
      Broker”).
      Landlord covenants, warrants and represents that the broker set forth in
Section
      1.9(B)
      was the
      only broker to represent Landlord in the negotiation of this Lease
      (“Landlord’s
      Broker”).
      Landlord shall be solely responsible for paying the commission of [both
      Tenant’s Broker and]
      Landlord’s Broker. Each party agrees to and hereby does defend, indemnify and
      hold the other harmless against and from any brokerage commissions or finder’s
      fees or claims therefor by a party claiming to have dealt with the indemnifying
      party and all costs, expenses and liabilities in connection therewith,
      including, without limitation, reasonable attorneys’ fees and expenses, for any
      breach of the foregoing. The foregoing indemnification shall survive the
      termination or expiration of this Lease.

     

    24. MISCELLANEOUS.

     

    24.1. Merger.
      All
      prior understandings and agreements between the parties are merged in this
      Lease, which alone fully and completely expresses the agreement of the parties.
      No agreement shall be effective to modify this Lease, in whole or in part,
      unless such agreement is in writing, and is signed by the party against whom
      enforcement of said change or modification is sought.

     

    24.2. Notices.
      Any
      notice required to be given by either party pursuant to this Lease, shall be
      in
      writing and shall be deemed to have been properly given, rendered or made only
      if (a) personally delivered, or (b) if sent by Federal Express or other
      comparable commercial overnight delivery service, or (c) sent by certified
      mail,
      return receipt requested and postage prepaid, addressed (in the case of any
      or
      all of (a), (b) and (c) above) to the other party at the addresses set forth
      below each party’s respective signature block (or to such other address as
      Landlord or Tenant may designate to each other from time to time by written
      notice), and shall be deemed to have been given, rendered or made (i) on the
      day
      so delivered or (ii) in the case of overnight courier delivery on the first
      business day after having been deposited with the courier service, and (iii)
      in
      the case of certified mail, on the third (3rd)
      business day after deposit with the U.S. Postal Service.

     

    24.3. Non-Waiver.
      The
      failure of either party to insist, in any one or more instances, upon the strict
      performance of any one or more of the obligations of this Lease, or to exercise
      any election herein contained, shall not be construed as a waiver or
      relinquishment for the future of the performance of such one or more obligations
      of this Lease or of the right to exercise such election, but the Lease shall
      continue and remain in full force and effect with respect to any subsequent
      breach, act or omission. The receipt and acceptance by Landlord or Agent of
      Base
      Rent or Additional Rent with knowledge of breach by Tenant of any obligation
      of
      this Lease shall not be deemed a waiver of such breach.

     

    24.4. Legal
      Costs.
      Any
      party in breach or default under this Lease (the “Defaulting
      Party”)
      shall
      reimburse the other party (the “Nondefaulting
      Party”)
      upon
      demand for any legal fees and court (or other administrative proceeding) costs
      or expenses that the Nondefaulting Party incurs in connection with the breach
      or
      default, regardless whether suit is commenced or judgment entered. Such costs
      shall include legal fees and costs incurred for the negotiation of a settlement,
      enforcement of rights or otherwise. Furthermore, in the event of litigation,
      the
      court in such action shall award to the party in whose favor a judgment is
      entered a reasonable sum as attorneys’ fees and costs, which sum shall be paid
      by the losing party. Tenant shall pay Landlord’s attorneys’ reasonable fees
      incurred in connection with Tenant’s request for Landlord’s consent under
      provisions of this Lease governing assignment and subletting, or in connection
      with any other act which Tenant proposes to do and which requires Landlord’s
      consent.

     

    24.5. Parties
      Bound.
      Except
      as otherwise expressly provided for in this Lease, this Lease shall be binding
      upon, and inure to the benefit of, the successors and assignees of the parties
      hereto. Tenant hereby releases Landlord named herein from any obligations of
      Landlord for any period subsequent to the conveyance and transfer of Landlord’s
      ownership interest in the Property. In the event of such conveyance and
      transfer, Landlord’s obligations shall thereafter be binding upon each
      transferee (whether Successor Landlord or otherwise). No obligation of Landlord
      shall arise under this Lease until the instrument is signed by, and delivered
      to, both Landlord and Tenant.

     

    24.6. Recordation
      of Lease.
      Tenant
      shall not record or file this Lease (or any memorandum hereof) in the public
      records of any county or state.

     

    24.7. Governing
      Law; Construction.
      This
      Lease shall be governed by and construed in accordance with the laws of the
      state in which the Property is located. If any provision of this Lease shall
      be
      invalid or unenforceable, the remainder of this Lease shall not be affected
      but
      shall be enforced to the extent permitted by law. The captions, headings and
      titles in this Lease are solely for convenience of reference and shall not
      affect its interpretation. This Lease shall be construed without regard to
      any
      presumption or other rule requiring construction against the party causing
      this
      Lease to be drafted. Each covenant, agreement, obligation, or other provision
      of
      this Lease to be performed by Tenant, shall be construed as a separate and
      independent covenant of Tenant, not dependent on any other provision of this
      Lease. All terms and words used in this Lease, regardless of the number or
      gender in which they are used, shall be deemed to include any other number
      and
      any other gender as the context may require. This Lease may be executed in
      counterpart and, when all counterpart documents are executed, the counterparts
      shall constitute a single binding instrument.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    24.8. Time.
      Time is
      of the essence for this Lease. If the time for performance hereunder falls
      on a
      Saturday, Sunday or a day that is recognized as a holiday in the state in which
      the Property is located, then such time shall be deemed extended to the next
      day
      that is not a Saturday, Sunday or holiday in said state.

     

    24.9. Authority
      of Tenant.
      Tenant
      and the person(s) executing this Lease on behalf of Tenant hereby represent,
      warrant, and covenant with and to Landlord as follows: the individual(s) acting
      as signatory on behalf of Tenant is(are) duly authorized to execute this Lease;
      Tenant has procured (whether from its members, partners or board of directors,
      as the case may be), the requisite authority to enter into this Lease; this
      Lease is and shall be fully and completely binding upon Tenant; and Tenant
      shall
      timely and completely perform all of its obligations hereunder.

     

    24.10. WAIVER
      OF TRIAL BY JURY.
      THE
      LANDLORD AND THE TENANT, TO THE FULLEST EXTENT THAT THEY MAY LAWFULLY DO SO,
      HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING BROUGHT BY ANY PARTY
      TO
      THIS LEASE WITH RESPECT TO THIS LEASE, THE PREMISES, OR ANY OTHER MATTER RELATED
      TO THIS LEASE OR THE PREMISES. 

     

    24.11. Relocation. Intentionally
      Omitted.

     

    24.12. Financial
      Information.
      From
      time
      to time during the Term, Tenant shall deliver to Landlord information and
      documentation describing and concerning Tenant’s financial condition, and in
      form and substance reasonably acceptable to Landlord, within ten (10) days
      following Landlord’s written request therefor.
      Upon
      Landlord’s request, Tenant shall provide to Landlord the most currently
      available audited financial statement of Tenant; and if no such audited
      financial statement is available, then Tenant shall instead deliver to Landlord
      its most currently available balance sheet and income statement. Furthermore,
      upon the delivery of any such financial information from time to time during
      the
      Term, Tenant shall be deemed to automatically represent and warrant to Landlord
      that the financial information delivered to Landlord is true, accurate and
      complete, and that there has been no adverse change in the financial condition
      of Tenant since the date of the then-applicable financial
      information.

     

    24.13. Confidential
      Information.
      Tenant
      agrees to maintain in strict confidence the economic terms of this Lease and
      any
      or all other materials, data and information delivered to or received by any
      or
      all of Tenant and Tenants’ Parties either prior to or during the Term in
      connection with the negotiation and execution hereof. The provisions of this
      Section
      24.13
      shall
      survive the termination of this Lease.

     

    24.14. Submission
      of Lease.
      Submission of this Lease to Tenant for signature does not constitute a
      reservation of space or an option to lease. This Lease is not effective until
      execution by and delivery to both Landlord and Tenant.

     

    24.15. Lien
      Prohibition.
      Tenant
      shall not permit any mechanics or materialmen’s liens to attach to the Premises
      or the Property. Tenant, at its expense, shall procure the satisfaction or
      discharge of record of all such liens and encumbrances within 30 days after
      the
      filing thereof; or, within such thirty (30) day period, Tenant shall provide
      Landlord, at Tenant’s sole expense, with endorsements (satisfactory, both in
      form and substance, to Landlord and the holder of any mortgage or deed of trust)
      to the existing title insurance policies of Landlord and the holder of any
      mortgage or deed of trust, insuring against the existence of, and any attempted
      enforcement of, such lien or encumbrance. In the event Tenant has not so
      performed, Landlord may, at its option, pay and discharge such liens and Tenant
      shall be responsible to reimburse Landlord, on demand and as Additional Rent
      under this Lease, for all costs and expenses incurred in connection therewith,
      together with Default Interest thereon, which expenses shall include reasonable
      fees of attorneys of Landlord’s choosing, and any costs in posting bond to
      effect discharge or release of the lien as an encumbrance against the Premises
      or the Property.

     

    24.16. Counterparts.
      This
      Lease may be executed in multiple counterparts, but all such counterparts shall
      together constitute a single, complete and fully-executed document.

     

    [Signature
      Page Follows]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    

      
        	
                LANDLORD:

              
	
                FIRST
                  INDUSTRIAL PENNSYLVANIA, L.P.,

              
	
                a
                  Delaware limited partnership

              
	 	 
	
                By:

              	
                First
                  Industrial Pennsylvania Corporation,

              
	 	
                a
                  Maryland corporation, its General Partner

              
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 
	 	 
	
                TENANT:

              
	 	 
	 	 
	
                By:

              	 
	
                Name:

              	 
	
                Title:

              	 


      

      


      
        	
                Landlord’s
                  Addresses for Notices:

              	
                Tenant’s
                  Addresses for Notices:

              
	 
                	 
                
	
                First
                  Industrial Pennsylvania, L.P.

              	
                 

              
	
                311
                  South Wacker Drive, Suite 4000

              	
                 

              
	
                Chicago,
                  Illinois 60606

              	
                 

              
	
                Attn:
                  Executive Vice President-Operations

              	
                 

              
	 	 
	
                With
                  a copy to:

              	
                With
                  a copy to:

              
	 	 
	
                First
                  Industrial Realty Trust, Inc.

              	
                 

              
	
                200
                  Philips Road

              	
                 

              
	
                Exton,
                  PA. 19341-1326

              	
                 

              
	
                Attn:
                  Senior Regional Director

              	
                 

              


      

       

      With
        a
        copy to:

      


      Saul
        Ewing LLP

      Centre
        Square West

      1500
        Market Street — 38th
        Floor

      Philadelphia,
        PA 19102-2186

      Attn:
        F.
        Michael Wysocki, Esquire

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    LEASE
      EXHIBIT A

     

    Property

     

    ATTACH
      APPROPRIATE SITE PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LEASE
      EXHIBIT B

     

    TENANT
      OPERATIONS INQUIRY FORM

    

      1. Name
        of
        Company/Contact_______________________________________________________________________

       

      2. Address/Phone________________________________________________________________________________

       

      3. Provide
        a
        brief description of your business and operations:
        ______________________________________________

      __________________________________________________________________________________

      __________________________________________________________________________________

      __________________________________________________________________________________

      __________________________________________________________________________________

      __________________________________________________________________________________

       

      4. Will
        you
        be required to make filings and notices or obtain permits as required by
        Federal
        and/or State regulations for the operations at the proposed facility?
        Specifically:

      

        
          	
                  a.
                    SARA Title III Section 312 (Tier II) reports

                	 	
                  YES

                	
                  NO

                
	
                  (>
                    10,000lbs. of hazardous materials STORED at any one time)

                	 	 	 
	
                  b.
                    SARA Title III Section 313 (Tier III) Form R reports

                	 	
                  YES

                	
                  NO

                
	
                  (>
                    10,000lbs. of hazardous materials USED per year)

                	 	 	 
	
                  c.
                    NPDES or SPDES Stormwater Discharge permit

                	 	
                  YES

                	
                  NO

                
	
                  (answer
                    “No” if “No-Exposure Certification” filed)

                	 	 	 
	
                  d.
                    EPA Hazardous Waste Generator ID Number

                	 	
                  YES

                	
                  NO

                


        

      

    

     

    
      5. Provide
        a
        list of chemicals and wastes that will be used and/or generated at the proposed
        location. Routine office and cleaning supplies are not included. Make additional
        copies if required.

       

      
        	
                Chemical/Waste

              	 	
                Approximate Annual

                Quantity Used or

                Generated

              	 	
                Storage Container(s)

                (i.e. Drums, Cartons, Totes,

                Bags, ASTs, USTs, etc)

              	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      LEASE
        EXHIBIT C

       

      LANDLORD’S
        WORK

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

    

    LEASE
      EXHIBIT D

     

    CONFIRMATION
      OF COMMENCEMENT DATE 

     

    [Date]

     

    [Tenant’s
      Name and Address]

     

    RE: [Describe
      lease, by title and date (the “Lease”); name Landlord and
      Tenant]

     

    Dear
      [Name
      of Contact Person at Tenant]:

     

    This
      letter shall confirm that the Commencement Date for the above-referenced Lease
      is [specify
      Commencement Date].

     

    [Name
      of Tenant],
      as
      Tenant, hereby acknowledges the following: (i) Tenant is in possession of the
      Premises (as defined in the Lease); (ii) the Lease is in full force and effect;
      (iii) Landlord is not in default under the Lease; and (iv) possession of the
      Premises is accepted by Tenant as having been delivered in accordance with
      the
      terms and conditions of the Lease.

     

    Our
      records indicate the following information for the [Number
      of square feet comprising Premises]
      square
      feet of space:

     

    
      	
              Commencement
                Date:

            	
              ____________________
                200__

            
	 	 
	
              Base
                Rent Commencement Date:

            	
              ____________________
                200__

            
	 	 
	
              Next
                Monthly Base Rent Due:

            	
              ____________________
                200__

            
	 	 
	
              Operating
                Expense Commencement Date:

            	
              ____________________
                200__

            
	 	 
	
              Lease
                Expiration Date:

            	
              ____________________
                200__

            


    

     

    Please
      sign two (2) copies of this letter in the space provided below acknowledging
      your agreement with the above and return them to me at my office. I suggest
      you
      attach a copy of this letter to your copy of the Lease.

     

    Thank
      you
      again for your cooperation and assistance regarding this matter. Please contact
      me at any time should you have questions regarding the lease, building, or
      any
      related manner.

    

      
        	
                Sincerely,

              	
                Acknowledged
                  and Agreed to this ___ day of __________________,
                  20____

              
	
                [Name]

                Property
                  Manager

              	
                [Name
                  of Tenant]

              
	 	
                By:

              	 
	 	
                Title:

              	 


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LEASE
      EXHIBIT E

     

    Broom
      Clean Condition and Repair Requirements

     

    
      	·	
              All
                lighting is to be placed into good working order. This includes
                replacement of bulbs, ballasts, and lenses as
                needed.

            


    

     

    
      	·	
              All
                truck doors and dock levelers should be serviced and placed in good
                operating order (including, but not limited to, overhead door springs,
                rollers, tracks and motorized door operator). This would include
                the
                necessary (a) replacement of any dented truck door panels, broken
                panels
                and cracked lumber, and (b) adjustment of door tension to insure
                proper
                operation. All door panels that are replaced shall be painted to
                match the
                Building standard.

            


    

     

    
      	·	
              All
                structural steel columns in the warehouse and office should be inspected
                for damage, and must be repaired. Repairs of this nature shall be
                pre-approved by the Landlord prior to implementation.
                

            


    

     

    
      	·	
              HVAC
                system shall be in good working order, including the necessary replacement
                of any parts to return the unit to a well-maintained condition. This
                includes, but is not limited to, filters, thermostats, warehouse
                heaters
                and exhaust fans. Upon move-out, Landlord will have an exit inspection
                performed by a certified mechanical contractor to determine the condition
                of the HVAC system.

            


    

     

    
      	·	
              All
                holes in the sheet rock walls shall be repaired prior to move-out.
                All
                walls shall be clean.

            


    

     

    
      	·	
              The
                carpets and vinyl tiles shall be in a clean condition and shall not
                have
                any holes or chips in them. Flooring shall be free of excessive dust,
                dirt, grease, oil and stains. Cracks in concrete and asphalt shall
                be
                acceptable as long as they are ordinary wear and tear, and are not
                the
                result of misuse. 

            


    

     

    
      	·	
              Facilities
                shall be returned in a clean condition, including, but not limited
                to, the
                cleaning of the coffee bar, restroom areas, windows, and other portions
                of
                the Premises. 

            


    

     

    
      	·	
              There
                shall be no protrusion of anchors from the warehouse floor and all
                holes
                shall be appropriately patched. If machinery/equipment is removed,
                the
                electrical lines shall be properly terminated at the nearest junction
                box.

            


    

     

    
      	·	
              All
                exterior windows with cracks or breakage shall be replaced. All windows
                shall be clean.

            


    

     

    
      	·	
              Tenant
                shall provide keys for all locks on the Premises, including front
                doors,
                rear doors, and interior doors.

            


    

     

    
      	·	
              All
                mechanical and electrical systems shall be left in a safe condition
                that
                confirms to code. Bare wires and dangerous installations shall be
                corrected to Landlord’s reasonable
                satisfaction.

            


    

     

    
      	·	
              All
                plumbing fixtures shall be in good working order, including, but
                not
                limited to, the water heater. Faucets and toilets shall not
                leak.

            


    

     

    
      	·	
              All
                dock bumpers shall be left in place and
                well-secured.

            


    

     

    
      	·	
              Drop
                grid ceiling shall be free of excessive dust from lack of changing
                filters. No ceiling tiles may be missing or
                damaged.

            


    

     

    
      	·	
              All
                trash shall be removed from both inside and outside of the
                Building.

            


    

     

    
      	·	
              All
                signs in front of Building and on glass entry door and rear door
                shall be
                removed.