Exhibit 10.5 


 


Spherix Incorporated


 






 


COPY


 


OFFICE BUILDING LEASE


 


 


between


 


 


ELIZABETHEAN COURT ASSOCIATES III

LIMITED
PARTNERSHIP,


 


 


as Landlord


 


 


and


 


 


SPHERIX INCORPORATED,


 


 


as Tenant


 

















 


This Lease, made this 4th
day of October, 2007, between ELIZABETHEAN
COURT
ASSOCIATES III LIMITED PARTNERSHIP, a Maryland limited partnership (hereinafter referred to as “Landlord”),
and SPHERIX  INCORPORATED, a Delaware corporation (hereinafter referred to as “Tenant”).


 


Landlord, for and in consideration of the covenants
and agreements set forth hereinafter, leases to Tenant, and Tenant leases from
Landlord, the premises described, for the use set forth and for the term and at
the rent reserved herein,


 


	
  1.

  	
  SPECIFIC PROVISIONS

  



 


	
   

  	
  1.1          PREMISES

  
	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Demised Premises:

  	
  Suite 503

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Rentable
  Area:

  	
  Approximately
  5,000 square feet, as measured in accordance with the provisions of ANSI/BOMA
  Z65.1 1996, Standard Method for Measuring Floor Area in Office Buildings.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c) 

  	
  Complex:

  	
  The
  buildings, improvements and grounds known as Rock Spring Park, of which the
  Building is a part.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Building:

  	
  Westmoreland
  Building

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Address:

  	
  6430
  Rockledge Drive 

  Bethesda, Maryland 20817

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.2          LEASE
  DATES

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Lease
  Term:

  	
  The
  term of this Lease (“Lease Term”) shall be five (5) “Lease Years” (as defined
  below), commencing on the earlier to occur of February 1, 2008, or the date
  Tenant commences to use the Demised Premises for Office purposes (the earlier
  to occur of such dates shall be the “Commencement Date”), and expiring on the
  last day of the fifth (5th) Lease Year, both dates inclusive,
  unless sooner terminated in accordance with the provisions of this Lease.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  Base
  Year:

  	
  Base
  Year shall be defined as the period commencing on January 1, 2008 and ending
  on December 31, 2008.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (c)

  	
  Fiscal
  Year:

  	
  Fiscal
  Year shall be defined as each annual period, or portion thereof, included
  within the Lease Term commencing on January 1st and ending on
  December 31st.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)

  	
  Lease
  Year:

  	
  The
  first Lease Year shall commence on the Commencement Date and shall terminate
  at 11:59 p.m. on the last day of the twelth full calendar month thereafter.
  All subsequent Lease Years shall be for twelve calendar months, except that
  last Lease Year shall terminate on the date this Lease expires or is
  terminated in accordance with the provisions hereof.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)

  	
  Calendar
  Year:

  	
  Calendar
  Year (sometimes appearing as ‘calendar year’) shall be defined as each annual
  period from January 1 through the immediately following December 31.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.3          BASE ANNUAL RENT

  
	
   

  	
   

  	
   

  	
   

  
	
  (a)           Initial Base
  Annual Rent:  One Hundred Forty-Two Thousand Five Hundred
  and 00/100 Dollars ($142,500.00), payable in equal monthly installments of
  Eleven Thousand Eight Hundred

  
							



 


1

















 


Seventy-Five and 00/100 Dollars ($11,875.00), hereinafter referred to as
“base monthly rent”, for the first Lease  Year.


 


(b)           Percentage Factor: 3%.


 


	
   

  	
  1.4

  	
  INTENTIONALLY
  DELETED

  



 


	
   

  	
  1.5

  	
  ADDITIONAL
  RENT

  	
   

  



 


Additional Rent shall be payable by Tenant in
accordance with Section 2, commencing January 1, 2009, consisting of each of
the following:


 


(a)               Increases in Real Estate Taxes: Tenant’s pro rata share, equal to 3.63% of
the amount of Real Estate Taxes
in excess of the Base Year Real Estate Taxes.


 


(b)               Increases in Operating Expenses: Tenant’s pro rata share, equal to 3.63% of
the amount of Operating Expenses excess of the Base Year Operating Expenses.


 


	
   

  	
  1.6

  	
  SECURITY
  DEPOSIT

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  $35,625.00

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.7

  	
  STANDARD
  BUILDING OPERATING DAYS AND HOURS

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8:00
  A.M. to 6:00 P.M. Monday - Friday

  	
   

  
	
   

  	
   

  	
  8:00
  A.M. to 1:00 P.M. Saturday

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.8

  	
  USE OF PREMISES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  General Office Use

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.9

  	
  ADDRESSES

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  ADDRESS FOR NOTICES TO TENANT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Until
  Commencement Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  12051
  Indian Creek Court 

  	
   

  
	
   

  	
   

  	
   

  	
  Beltsville,
  Maryland 20705

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  After
  Commencement Date:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  6500
  Rock Spring Drive, Suite 503 

  	
   

  
	
   

  	
   

  	
   

  	
  Bethesda,
  Maryland 20817

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)

  	
  ADDRESSES FOR NOTICES TO LANDLORD

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabethean
  Court Associates III Limited Partnership 

  c/o Vornado/Charles E. Smith 

  2345 Crystal Drive, Suite 1000

  Arlington, VA 22202

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  With
  a copy to:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabethean
  Court Associates III Limited Partnership 

  c/o Rock Spring Properties, Ltd.

  6500 Rock Spring Drive, Suite 5 

  Bethesda, Maryland 20817

  	
   

  



 


2

















 


	
   

  	
   

  	
  (c)

  	
  ADDRESS FOR PAYMENT OF RENT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Elizabethean Court Associates III Limited Partnership

  c/o Vornado/Charles E. Smith

  PNC Bank - Lockbox Deposit

  Department Number 529

  Washington, DC 20073-0529

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.10

  	
  SPECIAL PROVISIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1.11

  	
  EXHIBITS TO LEASE

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Exhibit
  A - Floor Plan

  	
   

  
	
   

  	
   

  	
  Exhibit
  B - Building Rules and Regulations

  	
   

  
	
   

  	
   

  	
  Exhibit
  C - Cleaning Specifications 

  	
   

  
	
   

  	
   

  	
  Exhibit
  D - Certificate of Commencement 

  	
   

  
	
   

  	
   

  	
  Exhibit
  E - Intentionally Deleted 

  	
   

  
	
   

  	
   

  	
  Exhibit F - Work Agreement

  	
   

  



 


IN WITNESS WHEREOF, Landlord has caused this Lease,
composed of Specific Provisions, General  Provisions, Special Provisions and Exhibits, to be signed and sealed by
one or more of its Officers, General Partners, Trustees, or Agents, and Tenant has caused this Lease, as
described above, to be signed in its corporate name by its duly authorized
officer and its corporate seal to be hereto affixed and duly attested by its Secretary.


 


	
  WITNESS:

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  ELIZABETHEAN
  COURT ASSOCIATES III

  
	
   

  	
  LIMITED
  PARTNERSHIP, a
  Maryland Limited

  
	
   

  	
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WESTMORELAND
  BUILDING

  
	
   

  	
   

  	
  CORPORATION,
  General Partner

  



 


 


	
   

  	
   

  	
  By:

  	
  /s/ [ILLIGEBLE]

  	
  (SEAL)

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
									



 


 


	
  ATTEST:

  	
  TENANT:

  
	
   

  	
  SPHERIX
  INCORPORATED, a
  Delaware corporation

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ [ILLIGEBLE]

  	
   

  	
  By:

  	
  /s/
  Claire I. Kruger 

  	
  (SEAL)

  
	
   

  	
   

  	
  Claire
  I. Kruger

  
	
   

  	
   

  	
  Chief
  Executive Officer

  
					



 


GENERAL PROVISIONS


2.             RENT


 


2.1          Base Annual Rent.


 


(a)           Payment of Base Annual Rent.  Tenant shall pay the first monthly installment of Base Annual Rent specified  in Section 1.3 upon the earlier to occur of
(i) January 1, 2008, or (ii) the date that is estimated to be thirty (30) days
prior to the Commencement Date. After the Commencement Date, Tenant shall pay
the remaining monthly installments of Base Annual Rent in advance without
deduction, demand, right of set-off or recoupment, in immediately available
funds, on the first day of each and every calendar month throughout the entire
Lease Term specified in Section 1.2(a), to Vornado/Charles E. Smith Real Estate
Services L.P. (“Landlord’s Agent”), by electronic funds transfer if requested
by Landlord, or otherwise at the address


 


3

















 


Specified in Section 1.9(b), or
to such other person or at such other place as Landlord may hereafter designate
in writing.


 


(b)           Escalation of Base Annual Rent.  Commencing
on the first anniversary date of the Commencement Date and continuing on each subsequent anniversary thereof,
the Base Annual Rent shall be increased
by the Percentage Factor stipulated in Section 1.3(b) times the Base Annual
Rent Payable for the preceding Lease Year (all of which shall be calculated
without giving effect to my waiver of rent or rent credit otherwise provided to
Tenant). The escalated Base Annual Rent so determined shall be the “Base Annual
Rent” for all purposes of this Lease, including the calculation of the increase
in Base Annual Rent for the subsequent Lease Year.


 


2.2          Additional Rent. Commencing on the date set forth in Section
1.5 and continuing throughout the
Lease Term, Tenant shall pay as Additional Rent Tenant’s pro rata share of any
(i) Real Estate Taxes and (ii) Operating Expenses, in excess of the (i) Real
Estate Taxes and (iii) Operating Expenses, respectively, payable by Landlord in
the Base Year. Additional Rent shall be determined as follows:


 


(a)           Real Estate Taxes. Tenant shall pay Tenant’s pro rata share, as
defined in Section 1.5(a), of any Real Estate Taxes paid during each Fiscal
Year falling entirely or partly within the Lease Term, in excess of the amount of Real Estate Taxes paid during the Base
Year.


 


(i)            The term “Real Estate Taxes” shall mean (1)
all taxes, assessments (including all assessments for public improvements or
benefits, whether or not commenced or completed prior to the date hereof and
whether or not to be completed within 
the Lease Term), water, sewer, transportation or other excises, levies,
license fees, permit fees, impact fees, inspection fees, and other
authorization fees and other similar charges, in each case whether general or
special, levied or assessed, ordinary or extraordinary, foreseen or unforeseen,
of every character (including all interest and penalties thereon), which at any
time during or in respect of the Lease Term, may, by any governmental or taxing
authority, be assessed, levied, confirmed, or imposed on or in respect of, or
be a lien upon, the land and the building improvements of which the Demised
Premises are a part, and on any land and/or improvements now or hereafter owned
by Landlord and/or others that provide the Complex or locality or the Demised
Premises with other services, programs, amenities or common facilities, together with (2) any other
tax now or hereafter imposed on real estate or on owners of real estate
generally, including taxes imposed on leasehold improvements which are assessed
against the Landlord and taxes upon or with respect to any activity conducted
on the land and improvements of which the Demised Premises are a part, upon
this Lease or any rent reserved or payable hereunder, upon the revenues or
receipts from the land and improvements of which the Demised Premises are a
part, or upon the use or occupancy thereof, and (3) to the extent the following
taxes are in lieu of or a substitute for any other taxes which are, or would
be, payable by Landlord  as Real Estate
Taxes, (a) any income, excess profits, or other taxes of Tenant determined on
the basis of its income, receipts, or revenues, (b) any estate, inheritance,
succession, gift, capital levy, or similar tax of Tenant, (c) any franchise,
capital stock, or similar taxes of Landlord and (d) any income excess profits,
or other taxes of Landlord determined on the basis of its income, or revenue
derived pursuant to this Lease. Real Estate Taxes shall also include all costs
incurred by Landlord in contesting the validity or amount of any such taxes.


 


(ii)           If
Real Estate Taxes paid during the Base Year are subsequently reduced by any
application or proceeding brought by or on behalf of Landlord for reduction in
the amount of Real Estate Taxes payable by Landlord, the Real Estate Taxes
deemed to have been paid during the Base Year shall be decreased and Landlord
may promptly bill Tenant for the Additional Rent not previously paid by Tenant
for any Fiscal Year during the Lease Term, based upon the reduced amount of
Real Estate Taxes deemed paid the Base Year.


 


(iii)          If the
Building’s occupancy level is eighty percent (80%) or less for six (6) months or
more during any Fiscal Year other than the Base Year, or if all land and
improvements upon which Real Estate Taxes are or may be assessed pursuant to
Subsection 2.2(a)(i) above are not fully assessed during any portion of any
Fiscal Year other than any portion of the Base Year, then the Real Estate Taxes
paid during such Fiscal Year or portion thereof (other than the Base Year) may
adjusted, at Landlord’s sole option, to project the Real Estate Taxes as if the
Building were one hundred percent (100%) occupied and/or all land and
improvements are fully assessed during such Fiscal Year as reasonably estimated
by Landlord using standard accounting procedures so that Tenant’s share of the
Real Estate Taxes is the amount which Tenant would bear if the Building were
fully occupied and/or if all land and improvements upon which Real Estate Taxes
may be assessed were fully assessed during entire such Fiscal Year.


 


(iv)          In
addition to the pro rata share of any increase in Real Estate Taxes to be paid
by Tenant pursuant to Sections 2.2(a)(i), (ii) and (iii) above, Tenant  shall reimburse Landlord upon demand for any


 


4

















 


and all taxes required to be
paid by Landlord upon, measured by, or reasonably attributable to the cost or
value of Tenant’s Property or by the cost or value of any Leasehold
Improvements made in or to the Demised Premises by or for Tenant, regardless of
whether title to such Leasehold Improvements shall be in Tenant or Landlord,
and for all taxes required to be paid by Landlord upon, measured by, or
reasonably attributable to or with respect to the possession, leasing, operation,
management, maintenance, alteration, repair, use or occupancy by Tenant of the
Demised Premises or any portion thereof to the extent such taxes are not
included in Real Estate Taxes.


 


(b)           Operating Expenses.  Tenant
shall pay Tenant’s pro rata share, as indicated in Section 1.5(b), of any
Operating Expenses paid during each Fiscal Year falling entirely or partly
within the Lease Term, in excess of the Operating Expenses paid during the Base
Year.


 


(i)                                     The
term “Operating Expenses” shall mean any and all expenses of Landlord in
connection with the servicing, insuring, operation, maintenance, replacement
and repair of the Building and related interior and exterior appurtenances of
which the Demised Premises are a part, or for health, welfare or safety;
expenses, if any, of Landlord either alone or in conjunction with others to
maintain common facilities, amenities, programs and services required or
approved by jurisdictional authorities for the Building, the building site, the
Complex or the locality in which the Complex is situated; transportation
district fees, parking district fees, traffic mitigation fees, and cost of
other amenities required by law; costs and fees charged and/or assessed in
connection with any improvement district that is applicable to the Building,
the cost of any services to achieve a reduction of, or to minimize the increase
in, Operating Expenses or Real Estate Taxes; management fees; vault rentals;
business license, personal property and other taxes; capital expenditures and
other costs of Landlord for equipment or systems installed to reduce or
minimize increases in Operating Expenses or to comply with any governmental or
quasi-governmental ordinance or requirement (at the option of Landlord, such
costs, with interest, may be recovered from Tenant in installments simultaneous
with the payment of monthly installments of Base Annual Rent in accordance with
a cost repayment schedule based on the useful life of such equipment or
systems). At the sole discretion of Landlord, certain of these expenses may be
equitably apportioned among two or more buildings in the Complex.
Notwithstanding anything herein to the contrary, the preceding list is for
definitional purposes only and shall not impose any obligation upon Landlord to
incur such expenses or provide such services.


 


(ii)                                  The
term “Operating Expenses” shall not include any of the following, except to the
extent that such costs and expenses are specifically included in Operating
Expenses as described in Section 2.2(b)(i) above: capital expenditures and
depreciation of the Building; painting and decorating of tenant space; interest
and amortization of mortgages; ground rent; compensation paid to officers or
executives of Landlord; taxes as measured by the net income of Landlord from
the operation of the Building; insurance reimbursements of Operating Expenses
to Landlord; Real Estate Taxes; brokerage commissions; and marketing expenses.


 


(iii)                               In
the event that the Building and all land and improvements upon which Operating
Expenses are calculated or may be calculated pursuant to Section 2.2(b)(i)
above were not fully complete and operational, fully occupied during any fiscal
year, or if any tenant is separately paying for services or utilities furnished
to its premises or is provided with fewer services than customarily provided
for tenants of general office space in the Building, then Operating Expenses
paid during such Fiscal Year or portion thereof (other than the Base Year) may
be adjusted, at Landlord’s sole option, to include all additional expenses, as
estimated by Landlord applying standard accounting procedures, so that Tenant’s
share of Operating Expenses is the amount which Tenant would bear if the
Building were fully occupied by tenants and all land and improvements upon
which Operating Expenses are calculated or may be calculated pursuant to
Section 2.2(b)(i) above were fully complete and operational during the entire
such Fiscal Year using services and utilities customarily provided for general
office use, For example, if the average occupancy rate for the Building during
a Fiscal Year is seventy percent (70%), and if the janitorial contractor
charges $1.00 per square foot of occupied rentable area per year, and if the
Building contains 100,000 square feet of rentable area, and if Landlord
estimates that the Operating Expenses that would have been paid if the Building
had been one hundred percent (100%) occupied by tenants, using such customary janitorial
services during such year, would have been $100,000, then Tenant would pay as
Additional Rent pursuant to Section 1.5(b) its pro rata share of the amount by
which $100,000 exceeds the Operating Expenses which were paid during the Base
Year.


 


2.3          Additional Rent
Estimates and Adjustments:


 


(a)           Initial Additional
Rent Adjustments. Landlord at its option may submit to Tenant
prior to the date set forth in Section 1.5 a statement of Landlord’s reasonable
estimate of the increases described in Sections 2.2(a) and (b) above, together
with the amount of Tenant’s Additional Rent which is estimated to result


 


5

















 


from such increases, in which
event Tenant shall pay such estimated Additional Rent to Landlord in equal
monthly installments beginning on the date set forth in Section 1.5, on the
dates and in the manner required for the payment of Tenant’s monthly
installments of Base Annual Rent. In the alternative, as soon as practicable
after the end of the calendar year in which Tenant’s obligation to pay
Additional Rent pursuant to Sections 2.2(a) and (b) commences, Landlord may
submit a lump sum statement to Tenant of the actual increases in Real Estate
Taxes and/or Operating Expenses, if any, which were paid during the Fiscal Year
which ended during such calendar year over the Real Estate Taxes and Operating
Expenses which were paid during the Base Year, all as prorated based upon that
portion of the Fiscal Year falling within the initial partial year of the Lease
Term, and Tenant shall pay its pro rata share as Additional Rent on the date
and in the manner required for the next monthly installment of Base Annual Rent
due after submission of Landlord’s statement.


 


(b)           Annual Budget.  Subsequent to the Calendar Year in which
Tenant’s obligation to pay each component of Additional Rent pursuant to
Section 2.2 commences. Tenant shall thereafter pay each such component of
Additional Rent in twelve equal monthly installments based upon Landlord’s
estimates. In order to provide for the current monthly payment of each
component of Additional Rent described herein, Landlord shall submit to Tenant
a statement of Landlord’s reasonable estimate of the increases described in
Section 2.2 above, together with the amount of Tenant’s Additional Rent which
is estimated to result from such increases. Tenant agrees to pay such estimated
component of Additional Rent to
Landlord in twelve equal installments beginning on January 1, on the dates and
in the manner required for the payment of Tenant’s monthly installments of Base
Annual Rent.


 


(c)           Additional Rent
Reconciliations.  After the end
of each Calendar Year, Landlord will submit to Tenant a statement of the actual
increases in Real Estate Taxes and Operating Expenses paid during the Fiscal
Year which ended during such Calendar Year over the Real Estate Taxes and
Operating Expenses which were paid during the Base Year, respectively. Such
statement shall also indicate the amount of Tenant’s excess payment or
underpayment of Additional Rent based on Landlord’s estimate described in
Sections 2.3(a) and 2.3(b). If Additional Rent paid by Tenant during the
preceding Calendar Year shall be in excess of, or less than, the aggregate of
its share of the actual increase in Real Estate Taxes and Operating Expenses,
Landlord and Tenant agree to make the appropriate adjustment following the
submission of Landlord’s statement. Tenant shall either pay any Additional Rent
due with the installment of Base Annual Rent due for the month following
submission of Landlord’s statement, or pay any Additional Rent due within
thirty (30) days if the Lease Term has expired or has otherwise been
terminated. Tenant shall deduct its excess payment, if any, from the
installment of Base Annual Rent due for the month following submission of
Landlord’s statement, or following the expiration or earlier termination of the
Lease Term. Tenant shall be reimbursed for any excess payments made, less any
amounts then due Landlord under this Lease, upon demand.


 


(d)           Verification of
Additional Rent.  Unless Tenant
asserts specific errors within thirty (30) days after Landlord has’ submitted
the audited financial statement for a Fiscal Year to Tenant. Tenant shall have
no right to contest the amount of Tenant’s pro rata share of Real Estate Taxes
and/or Operating Expenses or the statement submitted by Landlord. No such
assertion of error by Tenant shall extend the time for payments as set forth in
Sections 2.2 and 2.3 above. If Tenant has given a timely assertion of error and
if it shall be determined by Landlord there is an error in Landlord’s
statement. Tenant shall be entitled to a credit for any overpayment, which
shall be applied to any sums then due Landlord under this Lease and then to the
next installment(s) of Additional Rent until fully credited for the
overpayment, or refunded if Tenant has vacated the Demised Premises, or Tenant
shall be billed for any underpayment and shall remit any amount owing to
Landlord within ten (10) business days of Tenant’s receipt of such statement.


 


(e)           Fiscal Year.  Landlord shall have the right to change its
Fiscal Year from time to time. If Landlord changes its Fiscal Year during the
Lease Term, thereby creating a Fiscal Year with fewer than twelve (12) months
(hereinafter “short year”), the Real Estate Taxes and Operating Expenses for
the short year shall be determined on an annualized basis by taking the monthly
average of the actual Real Estate Taxes and Operating Expenses, respectively,
and multiplying each by twelve. The amounts determined by this method shall be
used in determining the increases described in Sections 2.2(a) and 2.2(b) for
the short year.


 


2.4          Rent Adjustment Limit.
 Notwithstanding any deductions from
or adjustments to Base Annual Rent and Additional Rent as provided for above,
in no event shall the total monthly installment of Base Annual Rent and
Additional Rent to be paid by Tenant in any month during the Lease Term or any
extension thereof be less than the monthly installment of Base Annual Rent
stipulated in Section 1.3, except as required as the result of the Landlord’s
application of a credit due to Tenant pursuant to Section 2.3(c).


 


2.5          Survival of Rent
Obligation.  The obligation of
Tenant with respect to payment of Base Annual Rent, as defined in Section 2.1,
and Additional Rent as defined in Sections 2.2 and 2.10, together will all
other


 


6

















 


sums due hereunder, accrued and
unpaid during the Lease Term, shall survive the expiration or earlier
termination of this Lease.


 


2.6          Pro
Rata Share.  Tenant’s “pro rata
share” stipulated in Sections 1.5(a) and 1.5(b) represent the ratio that the
total rentable area of the Demised Premises bears to the total rentable area of
office space contained in the Building. 
In the event of any dispute as to the Tenant’s “pro rata share”,
certification of the “pro rata share” by Landlord’s architect shall be binding
on both Landlord and Tenant.  Tenant’s “pro
rata share” shall be modified during the Lease Term in the event the rentable
area of the Building is modified.


 


2.7          Prorated
Rent.  Any Base Annual Rent or
Additional Rent payable pursuant to Sections 2.1 and 2.2 for one or more full
calendar months in a partial Fiscal Year at the beginning or end of the Lease
Term shall be prorated based upon the number of months in the Fiscal Year.  Any Base Annual Rent or Additional Rent
payable pursuant to Sections 2.1 and 2.2 for a portion of a calendar month
shall be prorated based upon the number of days in the applicable calendar
month.


 


2.8          Application
of Rent.  No payment by Tenant or
receipt by Landlord of lesser amounts of Base Annual Rent or Additional Rent
than those required by this Lease shall be deemed to be other than on account
of the earliest unpaid stipulated Base Annual Rent or Additional Rent.  No endorsement or statement on any check or
any letter accompanying any check or payment as Base Annual Rent or Additional
Rent shall be deemed an accord and satisfaction, and Landlord may accept such
check or payment without prejudice to Landlord’s right to recover the balance
of such Base Annual Rent and Additional Rent or pursue any other remedy
provided in this Lease.  Any credit due
to Tenant hereunder by reason of overpayment of Base Annual Rent or Additional
Rent shall first be applied to any Base Annual Rent, Additional Rent or other
sums owed to Landlord by Tenant as set forth elsewhere in this Lease or if
Tenant shall be in default when said credit shall be owed.


 


2.9          Late-Payment
Fee and Interest Charge.  In the
event any installment of Base Annual Rent or Additional Rent due hereunder is
not paid within five (5) calendar days after it is due, then Tenant shall also
pay to Landlord as Additional Rent (a) a late payment fee equal to five percent
(5%) of the payment as liquidated damages for the additional administrative
costs incurred by Landlord as a result of such late payments, plus (b) an
interest charge calculated at the rate of eighteen percent (18%) per annum on
the delinquent payment from the date due until paid.  If Landlord receives from Tenant (i) a
returned or “bounced” check, Tenant shall pay Landlord a fee of Fifty and
00/100 Dollars ($50.00) to reimburse Landlord for its administrative costs, and
(ii) two (2) or more returned or “bounced” checks in any twelve (12) month
period.  Landlord may require all future
rent to be paid by cashier’s or certified check.


 


2.10        Other
Tenant Costs and Expenses.  All
costs and expenses which Tenant assumes or agrees to pay to Landlord pursuant
to this Lease, including without limitation costs of construction and
alterations, shall be deemed Additional Rent, whether or not the same is
specifically designated herein as Additional Rent, and, in the event of
nonpayment thereof.  Landlord shall have
all the rights and remedies herein provided for the nonpayment of Base Annual
Rent and Additional Rent payable pursuant to Sections 2.1 and 2.2, including
assessment of late payment fees and interest charges.


 


3.             CONSTRUCTION OF
PREMISES AND OCCUPANCY


 


3.1          As-Is.  Landlord hereby leases to Tenant, and Tenant
hereby leases from Landlord, the Demised Premises in its as-is condition.


 


3.2          Possession.  If Landlord shall be unable to tender
possession of the Demised Premises on the Commencement Date set forth in
Section 1.2 by reason of: (a) the fact that the Demised Premises are located in
a building being constructed and which has not been sufficiently completed to
make the Demised Premises ready for occupancy; (b) the holding over or
retention of possession of any tenant or occupant; or (c) for any other reason
beyond the control of Landlord.  Landlord
shall not be subject to any liability for the failure to tender possession on
said date.  No such failure to tender
possession on the Commencement Date set forth in Section 1.2 shall in any other
respect affect the validity of this Lease or the obligations of Tenant
hereunder, nor shall same be construed to extend the termination date of this
Lease set forth in Section 1.2.  In the
event the actual Commencement Date does not occur within six (6) months of the
date this Lease is fully executed and delivered by Landlord and Tenant, then
Landlord, without further liability to Tenant, shall have the right to
terminate this Lease upon thirty (30) days prior written notice to Tenant.  If permission is given to Tenant to enter
into possession of the Demised Premises prior to the date specified as the
Commencement Date.  Tenant covenants and
agrees that such occupancy shall be deemed to be subject to all of the terms,
covenants, conditions and provisions of this Lease, and that Tenant shall be
responsible for payment of Base Annual Rent,


 


7

















 


In advance, at the rate of
1/30th of the base monthly rent set forth in Section 1.3 for each day of such
occupancy prior to the Commencement Date, and Additional Rent set forth in
Section 1.5 shall begin to accrue on such date of possession, Within fifteen
(15) days after the Commencement Date, Tenant shall execute the Certificate of
Commencement in the form attached as Exhibit D hereto.


 


3.3.         Permits.  Tenant shall be responsible for
obtaining at its sole cost and expense the construction permits for any work or
improvement constructed by Tenant or its contractors in the Demised Premises Tenant
shall be responsible for obtaining at its own cost and expense any required
occupancy permit. Tenant shall be responsible for obtaining any other permits
or license necessary for its lawful occupancy of the Demised Premises.


 


3.4          Intentionally
Deleted.


 


4.             SUBLETTING AND
ASSIGNMENT


 


4.1          Consent.  Tenant will not sublet the Demised Premises
or any part thereof or transfer possession or occupancy thereof to any person,
firm or entity, or transfer or assign this Lease, and no subletting or
assignment hereof shall be effected by operation of law or in any other manner,
such as the transfer of all or substantially all of Tenant’s assets or voting
control of Tenant’s stock, partnership interest, membership interest or other
equity. If Tenant is a partnership, then any sale, conveyance, or other
transfer of, or the grand of a security interest in, any partnership interest,
or any dissolution of Tenant, or any act which will result in a potential
future change in control, or withdrawal or change, whether voluntary, involuntary
or by operation of law, of a partner or partners owning a controlling interest
in Tenant, shall be deemed a voluntary assignment of this Lease. If Tenant is a
corporation, then any sale, conveyance, or other transfer of, or grant of a
security interest in any controlling shares of stock, dissolution, merger,
consolidation or other reorganization of Tenant, or any sale or transfer of a
controlling interest of its capital stock, or any act which will result in a
potential future change in control, or a withdrawal or change, whether
voluntary, involuntary or by operation of law, of a shareholder or shareholders
owning a controlling interest in Tenant, shall be deemed a voluntary assignment
of this Lease. If Tenant is a limited liability company or other entity, then
any sale, conveyance or other transfer of, or grant of a security interest in
any controlling membership interests, or any act which will result in a
potential future change in the control, or a withdrawal of change, whether
voluntary, involuntary or by operation of law, of a member or members owning a
controlling interest in Tenant, shall be deemed a voluntary assignment of the
Lease. All permitted sublettings and assignments of the Demised Premises and
this Lease shall be subject to the provisions of this Lease, including but not
limited to Section 4.3. No assignment shall be made except for the entire
Demised Premises and Tenant further agrees that any permitted assignment of
this Lease or subletting of the Demised Premises may be conditioned upon
payment by Tenant of consideration and the delivery of such additional
guarantees, collateral and/or other security as determined by Landlord. Any
subletting or assignment consented to by Landlord, to be effective, shall be
evidenced in writing in a form acceptable to Landlord Consent by Landlord to
any assignment or subletting by Tenant shall not operate as a waiver of the
necessity for obtaining Landlord’s consent in writing to any subsequent
assignment or subletting. The collection or acceptance of rent from any such
assignee, subtenant or other occupant shall not constitute waiver of or release
of Tenant from any covenant or obligation contained in this Lease, nor shall
such acceptance of rent to deemed to create any right to the Demised Premises
in such assignee, subtenant or other occupant, nor any legal or other
relationship between the Landlord and any such assignee, subtenant or other occupant.
Landlord’s acceptance of any name for listing on the Building directory shall
not be deemed, nor will it substitute for, Landlord’s consent as required by
this Lease, to each sublease, assignment and any other occupancy of the Demised
Premises. In the event that Tenant defaults under this Lease in the payment of
Base Annual Rent or Additional Rent, Tenant hereby assigns to Landlord the rent
and other sums due from any subtenant, assignee or other occupant and hereby authorizes
each such subtenant, assignee and other occupant to pay said rent and other
sums directly to Landlord upon demand. Any transfer of this Lease or the
Demised Premises, or any transfer of any interest in Tenant restricted pursuant
to this Section 4.1, without the prior written consent of Landlord pursuant to
this Section 4.1 shall be void. By taking a transfer of this Lease by
assignment, transfer of interest in Tenant, or by any other manner described in
the Section 4.1 or otherwise with Landlord’s consent to the transfer, the
transferee shall be bound by all provisions of this Lease, which shall be
binding upon the transferee as if the transferee had signed this Lease in lien
of the original Tenant named herein.


 


4.2          Recapture
of Premises.  In the event Tenant
desires to sublet the Demised Premises or assign this Lease or effect the
transfer of any interest in this Lease or in Tenant restricted pursuant to
Section 4.1, Tenant shall give to Landlord written notice of Tenant’s intended
subtenant, assignee or transferee in order to secure Landlord’s written consent
in accordance with Section 4.1. Within thirty (30) days of receipt of said


 


8

















 


notice, Landlord shall have the
right, at its option: (i) to terminate this Lease by giving Tenant not less
than thirty (30) days notice if Tenant’s notice states the Tenant’s desire to
assign this Lease or sublet more than fifty percent (50%) of the Demised
Premises or effect a restricted transfer of an interest in this Lease or in
Tenant, or (ii) if Tenant’s notice states the Tenant’s desire to sublet a
portion of the Demised Premises, to terminate this Lease and simultaneously to
enter into a new lease with Tenant for that portion of the Demised Premises
Tenant may desire to retain upon the same terms, covenants and conditions as
then set forth in this Lease, prorated based upon the space retained by Tenant.  If Landlord exercises its right to terminate
this Lease pursuant to clauses (i) or (ii) above, Tenant agrees that Landlord
shall have access to all or any portion of the Demised Premises sixty (60) days
prior to the effective termination date for remodeling or redecorating
purposes. Tenant shall promptly execute such lease amendments and other
documents as Landlord may require to effectuate the terms and intent of this
Section 4.2.


 


4.3          Excess
Rent and Other Consideration.  If
any sublease or assignment (whether by operation of law or otherwise, including
without limitation an assignment pursuant to the provisions of the Bankruptcy
Code or any other Insolvency Law) provides that the subtenant or assignee
thereunder is to pay any amount in excess of the rental and other charges due
under this Lease, then whether such excess be in the form of an increased
monthly or annual rental, a lump sum payment, payment for the sale, transfer or
lease of Tenant’s fixtures, leasehold improvements, furniture and other personal
property, or any other form (and if the subleased or assigned space does not
constitute the entire Demised Premises, the existence of such excess shall be
determined on a pro-rata basis), Tenant shall pay to Landlord fifty percent
(50%) of any “Profit” (as defined below) applicable to the sublease or
assignment, which amount shall be paid by Tenant to Landlord as additional rent
upon such terms as shall be specified by Landlord and in no event later than
ten (10) days after any receipt thereof by Tenant, “Profit” shall be defined as
the difference between (i) any and all consideration received by Tenant in the
aggregate from any assignment of the Lease and/or subletting of the Demised
Premises, and (ii) the sum of (A) the rent and charges due to Landlord from
Tenant under the terms of this Lease (and if the subleased or assigned space
does not constitute the entire Demised Premises, the rent and charges payable
by Tenant shall be determined on a pro-rata basis), (B) Tenant’s reasonable
attorneys’ fees and brokerage costs in connection with such assignment or
subletting that are paid to a third party that is not related to or affiliated
with Tenant, (C) Tenant’s actual out-of-pocket cost of performing alterations
to the Demised Premises in connection with such assignment or subletting, and
(D) the actual amount of improvement allowance that is paid in connection with
such assignment or subletting. 
Acceptance by Landlord of any payments due under this Section shall not
be deemed to constitute approval by Landlord of any sublease or assignment, nor
shall such acceptance waive any rights of Landlord hereunder.  Landlord shall have the right to inspect and
audit Tenant’s books and records relating to any sublease or assignment.


 


4.4          Tenant
Liability.  In the event of any
subletting of the Demised Premises or assignment of this Lease by Tenant or
transfer of an interest in this Lease or in Tenant, Tenant shall remain liable
to Landlord for payment of the Base Annual Rent and Additional Rent stipulated
herein and all other covenants and conditions contained herein.  No subletting of the Demised Premises or
assignment of this Lease or transfer of an interest in this Lease or in Tenant
shall operate to release, discharge or otherwise affect the liability of any
guarantors, co-signers or other parties liable to Landlord pursuant to the
terms of any guaranty or otherwise for the obligations of Tenant under this
Lease.


 


4.5          Reasonable
Standards of Consent.  Tenant
acknowledges that Landlord, in considering whether to grant or withhold consent
required of Landlord pursuant to this Section 4, shall be entitled to apply any
or all of the following criteria:


 


(a)           The
financial strength of proposed subtenant/assignee/transferee must be acceptable
to Landlord in Landlord’s reasonable discretion based on adequate current and
historical financial information given by Tenant.  Landlord shall be entitled to receive, and
Tenant shall deliver or cause others to deliver, such guarantees, collateral
and other security as Landlord shall request in conjunction with any
prospective sublease, assignment or other transfer.  Failure to provide such financial
information, guarantees, collateral and other security shall be grounds for
Landlord to, withheld or deny consent;


 


(b)           The
proposed subtenant/assignee/transferee must have a good reputation in the
business community and must be credit-worthy;


 


(c)           Use
of the Demised Premises by the proposed subtenant/assignee/transferee must be
identical to the use permitted by this Lease;


 


9

















 


(d)           Use
of the Demised Premises by the proposed subtenant/assignee/transferee shall not
violate or create any potential violation of any laws and must be in keeping
with the character of the Building and the Complex;


 


(e)           The
proposed subtenant/assignee/transferee shall not be a party by whom any suit or
action could be defended on the grounds of sovereign immunity;


 


(f)            The
proposed subtenant/assignee/transferee shall not be (i) an existing occupant of
the Building or the Complex (or an affiliate of, or be related to, an existing
occupant of the Building or the Complex), nor (ii) a party (or an affiliate of,
or be related to , a party) with whom Landlord (or a party that is related to
or affiliated with Landlord) or its rental agent is negotiating with to lease
space in the Building or the Complex;


 


(g)           Use
of the Demised Premises by the proposed subtenant/assignee/transferee shall not
violate, or cause Landlord to violate, any other leases, agreements or mortgages
affecting (i) the Demised Premises, the Building, the Complex or the land
related to such improvements, or (ii) the Landlord, Landlord’s Agent or other
tenants, whether such leases, agreements or mortgages were entered into prior
or subsequent to this Lease;


 


(h)           The
proposed use shall be compatible with all other uses within the Building or the
Complex and the proposed use or user shall not cause a diminution in the
reputation of the Building, the Complex, Landlord, Landlord’s Agent or other
tenants; 


 


(i)            The
proposed subtenant/assignee/transferee shall have no right to further sublet
the subleased premises, nor to further assign this Lease, nor to further
transfer any interest in such proposed subtenant/assignee/transferee;


 


(j)            In
the event Tenant is in default, consent may be withheld irrespective of whether
these other criteria are met by the proposed subtenant/assignee/transferee.


 


4.6          Other Transfers.  Notwithstanding
anything herein to the contrary, Tenant shall not pledge, assign, transfer,
encumber or otherwise convey its interest in the Demised Premises conditionally
or as security for any obligations of Tenant to any third party, or otherwise.
Any such transfer in violation of this provision shall be void.


 


4.7          Required
Information.  If Tenant should desire to
assign this Lease or sublet the Demised Premises (or any part thereof). Tenant
shall give Landlord written notice no later than sixty (60) days in advance of
the proposed effective date of such proposed assignment or sublet, which notice
shall specify the following information (such information shall be collectively
referred to as the “Required Information”); (i) the name, current address and
business of the proposed assignee or sublessee, (ii) the amount and location of
the assignment or subletting, (iii) the proposed effective date and duration of
the assignment or subletting, and (iv) the proposed rent and other
consideration to be paid to Tenant by such assignee or sublessee. Such notice
shall be accompanied by a certified check payable to Landlord in the amount of
One Thousand and 00/100 Dollars ($1,000.00) to reimburse Landlord for its
administrative costs in processing Tenant’s request. Tenant also shall promptly
supply Landlord with financial statements and other information as Landlord may
request to evaluate the proposed assignment or sublease.


 


4.8          Fees; Documents.  Tenant
agrees to reimburse Landlord for legal fees and any other reasonable expenses
and costs incurred by Landlord in connection with any proposed assignment or
subletting. Tenant shall deliver to Landlord copies of all documents executed
in connection with any proposed assignment or subletting, which documents shall
be in form and substance reasonably satisfactory to Landlord and which
documents, (i) in the case of permitted assignment, shall require such assignee
to assume performance of all terms of this Lease on Tenant’s part to be
performed, and (ii) in the case of permitted subletting shall require such sublessee
to comply with all terms of this Lease on Tenant’s part to be performed. No
acceptance by Landlord of any installment of Base Annual Rent or any other sum
of money from any assignee, sublessee or other category of transferee shall be
deemed to constitute Landlord’s consent to any assignment, sublease, or
transfer. 


 


4.9          Rights on Default.  In
the event Tenant defaults under this Lease, in addition to the rights and
remedies of Landlord outlined in Section 12, Landlord, at its option, may elect
to recognize any sublease between Tenant and any subtenant, or any agreement by
which Tenant has granted any leasehold estate or interest in the Demised
Premises, as a direct lease or agreement between Landlord and such subtenant or
other 


 


10

















 


grantee, upon written notice to Tenant and such
subtenant or other grantee, without releasing or affecting the liability of
Tenant to Landlord under this Lease, and Tenant shall be deemed to have
assigned its interest in such sublease or other agreement to Landlord (without
the need for executing any further documentation evidencing same) and such
subtenant or other grantee shall attorn to and recognize the rights of Landlord
under such sublease or other agreement, as the case may be. Notwithstanding
Tenant’s consent or acquiescence in the termination of this Lease and/or Tenant’s
voluntary surrender of the Demised Premises (for any portion thereof), Landlord
may consider any sublease or other agreement transferring a leasehold estate or
interest in the Demised Premises, and/or any right to use or possess the
Demised Premises (for any portion thereof) by any subtenant or other grantee,
terminated as of the date Landlord terminates this Lease and/or Tenant’s right
to possession of the Demised Premises, it being the intention of the parties
that any leasehold estate or other interest in the Demised Premises shall be
subject to the terms and conditions of this Lease, including all rights and
remedies of Landlord outlined herein, notwithstanding anything to the contrary
contained in such sublease or other agreement.


 


4.10        Corporate Transfer.
 Notwithstanding anything to the contrary
contained herein, Tenant may assign its entire interest under this Lease to a
wholly owned corporation or entity or controlled subsidiary or parent of the
Tenant or to any successor to Tenant by purchase, merger, consolidation or
reorganization (hereinafter collectively referred to as “Corporate Transfer”)
without the consent of Landlord, provided (i) Tenant is not in default under
this Lease; (ii) if such proposed transferee is a successor to Tenant by
purchase, said proposed transferee shall acquire all or substantially all of
the stock of assets of Tenant’s business or, if such proposed transferee is a
succesor to Tenant by merger, consolidation or reorganization, the continuing
or surviving corporation shall own all or substantially all of the assets of
Tenant; and (iii) such proposed transferee assumes all the obligations of
Tenant hereunder. Tenant shall give Landlord written notice at least thirty
(30) days prior to the effective date of such Corporate Transfer. As used
herein, the term “controlled subsidiary” shall mean a corporate entity wholly
owned by Tenant or at least fifty-one percent (51%) of whose voting stock is
owned by Tenant. Notwithstanding anything in this Lease to the contrary, (x)
any assignment or subletting shall (i) be on a form reasonably acceptable to
Landlord and (ii) shall be subject to the terms of this Lease, and (y) Tenant
shall pay to Landlord a reasonable fee for processing any sublease or assignment.


5.             SERVICES AND
UTILITIES


5.1          Building Standard
Services and Utilities.  Subject to the limitations set forth
in Section 5.3 below, Landlord shall furnish sufficient electric current for
lighting and office equipment such as typewriters, calculators, small copiers,
desktop personal computers and word processors and similar items. Landlord
shall also furnish water for lavatory and drinking purposes, lavatory supplies,
fluorescent tube replacements, automatically operated elevator service and
nightly cleaning service in accordance with Landlord’s prevailing practices (as
set forth in Exhibit C attached hereto), as they may be modified from time to
time, except that Landlord shall not be responsible for cleaning Tenant’s
kitchens, private bathrooms, rugs, carpeting (except vacuuming) and drapes.
Landlord shall have no liability for and expressly disclaims any responsibility
for the engineering, design, installation, provision of or maintenance of
Tenant’s telecommunications and data transmission systems and the inside wire
associated therewith. Landlord further agrees to furnish heating and cooling
during the appropriate seasons of the year, between the hours and on the days
set forth in Section 1.7 (exclusive of legal public holidays as defined in section
6103(a) and (c) of Title 5 of the United States Code, as it may hereafter be
amended, with holidays falling on Saturday observed on the preceding Friday and
holidays falling on Sunday observed on the following Monday). All of the
aforesaid services shall be provided without cost to Tenant except as such
expenses may be included in calculating Additional Rent pursuant to the
provisions of Sections 2.2 and 2.3. Landlord shall not be liable for failure to
furnish, or for suspension or delay in furnishing, any of such services if such
failure, suspension or delay is caused by breakdown, maintenance or repair
work, strike, riot, civil commotion, governmental regulations, emergency
periods due to weather or any other cause or reason whatever beyond the reasonable
control of Landlord. Failure, suspension, delay or interruption of services
shall not result in any abatement of Base Annual Rent or Additional Rent, be
deemed an eviction or breach of this Lease (including any express or implied
covenant of quiet enjoyment), or relieve Tenant of performance of Tenant’s
obligations under this Lease.


5.2          Overtime Services.  Should
Tenant require heating and cooling services beyond the hours and/or days
stipulated in Section 1.7, upon receipt of at least 48 hours prior written
notice from Tenant, Landlord will furnish such additional service at the
then-prevailing hourly rates for both utility services and personnel as
established by Landlord from time to time; provided, further, that there will
be a minimum charge of four (4) hours each time overtime services are required.


 


11

















 


5.3          Excessive Usage


(a)           Equipment
Restrictions.  Tenant will not install or operate in the
Demised Premises any heavy duty electrical equipment or machinery or any other
equipment which consumes excess gas (where applicable), excess water, excess
sewer services or excess electricity as defined in Section 5.3(b) below,
without first obtaining prior written consent of Landlord. Landlord may, among
other things, require as a condition to its consent for the installation of
such equipment or machinery that Tenant pay as Additional Rent the costs for
excess consumption of such utilities that may be occasioned by the operation of
said equipment or machinery. Landlord may make periodic inspections of the
Demised Premises at reasonable times to determine that Tenant’s equipment and
machinery comply with the provisions of this Section and Section 5.4.


(b)           Excess Electrical
Usage.  The consumption of electricity, including lighting,
in excess of five (5) watts per square foot for any portion of the Demised
Premises shall be deemed excessive. Additionally, any individual piece of
electrically operated machinery or equipment having a name plate rating in
excess of two (2) kilowatts shall also be deemed as requiring excess electric
current.


(c)           Additional Utility
Costs.  Landlord shall have the right to either require that
one or more separate meters be installed to record the consumption or use of
electricity or other utilities, or cause a reputable independent engineer to
survey and determine the quantity of such utilities consumed by such excessive
use. The cost of any such survey and meters and of installation, maintenance
and repair thereof shall be paid for by Tenant. Tenant agrees to pay Landlord
(or the utility company, if direct service is provided by the utility company),
promptly upon demand therefor, for all such consumption and demand as shown by
said meters, or a flat monthly charge determined by the survey, as applicable,
at the rates charged for such service by the local public utility company. If
Tenant’s cost of such utilities based on meter readings is to be paid to
Landlord, Tenant shall pay a service charge related thereto in an amount
Landlord shall reasonably determine.


5.4          Excessive Heat
Generation.  Landlord shall not be liable for its failure to
maintain comfortable atmosphere conditions in all or any portion of the Demised
Premises due to heat generated by over-occupancy of the Demised Premises or by
any equipment, machinery or additional lighting installed by Tenant (with or
without Landlord’s consent) that exceeds design capabilities for the Building.
If Tenant desires additional cooling to offset excessive heat generated by such
equipment or machinery. Tenant shall pay for auxiliary cooling equipment and
the operating, maintenance, repair and replacement costs of such equipment,
including without limitation electricity, gas, oil and water. If Tenant does
not desire such auxiliary cooling equipment Tenant shall pay for excess
electrical consumption by the existing cooling system.


5.5          Building Security.  Any
security system or other security measures (collectively, the “Security System”)
that Landlord may undertake for protection of the Demised Premises, the
Building and/or Complex (including any parking garages or areas) are for the
protection of the physical structures only and shall not be relied upon by
Tenant, its agents, employees or invitees to protect Tenant. Tenant’s Property
and Leasehold Improvements or Tenant’s employees, invitees or their property.
Tenant shall not do anything to circumvent or allow others to circumvent any
Security System. Landlord shall not liable for any failure of any Security
System to operate or for any breach or circumvention of the Security System by
others, and Landlord makes no representations or warranties concerning the
installation, performance and monitoring of any Security System or  that it will detect or avert the occurrences
which any such Security System is intended or expected to detect or avert.


5.6          Roof and Auxiliary
Spaces. Tenant shall not use the roof, roof utility closets or other
auxiliary spaces in the Building for antennas, condenser coolers,
telecommunications and/or data transmission equipment or any other type of
equipment or for any other purpose.


5.7          Trash Removal.  Tenant
covenants and agrees, at its sole cost and expense, to comply with all present
and future laws, orders and regulations of the federal, state, county,
municipal and local governments, departments, commissions, agencies and boards
regarding the collection, sorting, separation and recycling of trash. Upon
request by Landlord. Tenant shall sort and separate its trash into such
categories as are provided by law. Each separately sorted category of trash
shall be placed in separate receptacles as directed by Landlord. Landlord
reserves the right to refuse to collect or accept from Tenant any trash that is
not separated and sorted as required by law and directed by Landlord, and to require
Tenant to arrange for such collection at Tenant’s sole cost and expense,
utilizing a contractor satisfactory to Landlord Tenant shall pay all costs,
expenses, fines, penalties and damages that may be imposed on Landlord or
Tenant by reason of Tenant’s failure to comply with the provisions of this
Section, and Tenant, at Tenant’s sole cost and expense, shall indemnify, defend
and hold Landlord harmless from and against any actions, claims and suite
(including legal fees and expenses) arising from such noncompliance, utilizing
counsel reasonably satisfactory to Landlord.


 


12

















 


6.             USE AND UPKEEP OF
PREMISES


6.1          Use.  Tenant
shall use and occupy the Demised Premises only for the purposes specified in
Section 1.8 and for no other purpose whatsoever, and shall comply, and cause
its employees, agents, contractors, invitees and other users of the Demised
Premises to comply, with applicable Federal, State and local laws, statues,
ordinances and regulations, including but not limited to the ADA, zoning
regulations and smoking regulations. Any variations or deviation from the
specific use expressly set forth in Section 18 shall be deemed a default of
this Lease. Tenant shall pay before delinquency any business, rent and other
tax and fee that is now or hereafter assessed or imposed upon Tenant’s use or
occupancy of the Demised Premises, the conduct of Tenant’s business in the
Demised Premises or Tenant’s Property. If any such tax or fee is enacted or
altered so that such tax or fee is imposed upon Landlord so that Landlord is
responsible for collection or payment thereof, then, Tenant shall promptly pay
the amount of such tax or fee directly to the taxing authority or if previously
paid by Landlord, to Landlord upon demand.


6.2          Illegal and
Prohibited Uses.  Tenant will not use or permit the Demised
Premises or any part thereof to be used for any disorderly, unlawful or extra
hazardous purpose and will not manufacture anything therein. Tenant will not
use or permit the Demised Premises to be used for any purposes that interfere
with the use and enjoyment by other tenants of the Building or Complex or, in
Landlord’s opinion, impact the reputation or character of the Building,
Complex, Landlord or Landlord’s Agent. Tenant shall immediately refrain from
and discontinue such use after receipt of written notice from Landlord.
Notwithstanding anything in this Lease to the contrary, in no event shall
Tenant use or permit any party to use any portion of the Demised Premises for any
of the following purposes. (i) training facility (ii) classroom, (iii) data
center; (iv) call center (v) sales order center, or (vi) conference facility.


6.3          Insurance Rating.  Tenant
will not do or permit anything to be done in the Demised Premises, the Building
or the Complex or bring or keep anything therein which shall in any way
increase the rate of fire or other insurance on said Building or the Complex,
or on the property kept therein, or conflict for permit any condition to exist
which would conflict with applicable fire laws or regulations or with any
insurance policy upon said Building or Complex or any part thereof, or with any
statute, rules or regulations enacted or established by any appropriate
governmental authority. Tenant shall be responsible for any increase in
insurance costs with respect to the Building or Complex if the increases were
caused by its actions or failure to act.


6.4          Alternations.


(a)           Approval Required.  Tenant
shall not make any alterations, installations, changes, replacements, repairs,
additions or improvements in or to (or which interfere with) the structural
elements of the Building or the Demised Premises, or the Systems thereinafter
defined, without the prior written consent of Landlord, which consent may be
granted or withheld in Landlord’s sole and absolute discretion. Tenant shall
not make any non-structural, non-System or cosmetic alterations, changes,
replacements, repairs, additions or improvements in or to the Demised Premises
or any part thereof, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld. All Tenant plans and specifications
shall be submitted to Landlord for prior approval. All Tenant engineering plans
and specifications shall be prepared at Tenant’s expense by Landlord’s
designated engineer. Landlord may, among other things, condition its consent
upon Tenant’s agreement that any construction up-gradings required by any
governmental authority as a result of Tenant’s work either in the Demised
Premises or in any other part of the Building or Complex will be paid for by
Tenant’s in advance. Tenant shall not install any equipment of any kind or
nature whatsoever which will or may necessitate any changes, replacements or
additions to the water system, plumbing system, heating system, ventilating
system, air-conditioning system, supply, return or control system, data system
or the electrical system of the Demised Premises or the Building collectively,
the “Systems” nor install or use any air-conditioning unit, engine, boiler,
generator, machinery, heating unit, stove, water cooler, ventilator, radiator
or any other similar apparatus, nor modify or interfere with any of the
Systems, without the prior written consent of the Landlord, which consent may
be granted or withheld in the Landlord’s sole and absolute discretion. Any
auxiliary air-conditioning equipment which Tenant may desire to install in the
Demised Premises shall be connected to the Building’s commercial condenser
water system, if available, and Tenant shall pay to Landlord such reasonable
charges as established by Landlord from time to time for the use of the
Building’s commercial condenser water system. Tenant shall not modify or
interfere with the Systems without the prior written consent of Landlord and
then only as Landlord may direct. Landlord may condition its consent upon
Tenant’s payment of all costs to make such changes, replacements or
modifications. Tenant shall not design, configure, install, use or arrange for
the design, configuration, installation or use of its telecommunications and
data transmission systems or inside wire associated therewith in any manner that
interferes with the existing


 


13

















telecommunications and/or data transmission systems or inside wire
associated therewith of Landlord or other tenants in the Building. Landlord’s
consent to any work by Tenant or approval of Tenant’s plans or specifications
shall not be deemed a certification that such work complies with applicable
building codes, laws or regulations, nor shall it impose any liability
whatsoever upon Landlord.


(b)           Alteration
Requirements  All of Tenant’s approved work shall be done in
accordance with Landlord’s Supplemental Rules and Regulations for Contractors
(as promulgated and amended by Landlord from time to time) and shall be done by
duly qualified, licensed and bonded contractors in accordance with all
applicable laws, codes, ordinances, rules and regulations, and Tenant shall
obtain (or give) at its cost any required permits, licenses, registrations,
notices, or inspections for performance of its work. Prior to the commencement
of such work Tenant must either deposit with Landlord evidence of the existence
of a bond deemed sufficient by Landlord against construction liens, or obtain
an executed waiver of lien from each contractor or vendor that will perform or
furnish to Tenant work, labor, services or materials for any alterations,
installations, replacements, additions or improvements in or to the Demised
Premises. Notwithstanding the aforesaid, if any mechanic’s or materialism’s
lien shall at any time, whether before, during or after the Lease Term, be
filed against any part of the Building or other property of Landlord by reason
of work, labor, services or materials performed for or furnished to or on
behalf of Tenant. Tenant shall forthwith cause the lien to be released of
record by being discharged or bonded off to Landlord’s satisfaction within five
(5) days after being notified of the filing thereof. If Tenant shall fail to
cause such lien to be released of record within said five (5) day period, then,
in addition to any other right or remedy of Landlord. Landlord may bond off or
discharge the lien by paying the amount claimed to be due. Any amount paid by
Landlord, whether as bond premium or payment of the lien amount, and all costs
and expenses, including reasonable attorneys’ fees incurred by Landlord in
procuring the same and its release from the appropriate land records shall be
due from Tenant to Landlord as Additional Rent, and shall be payable on the
first day of the next following month, or if the Lease Term, has expired, upon
demand.


(c)           Removal of Leasehold
Improvements and Tenant’s Property  All Leasehold
Improvements within the Demised Premises (including, without limitation,
computer and telephone cabling and wiring) shall subject to Landlord’s right to
require Tenant to remove all or any portion of the Leasehold Improvements and
restore the Demised Premises to its condition as of the date this Lease is fully
executed and delivered by Landlord, remain at the expiration or earlier
termination of the Lease Term without disturbance, molestation or injury.
Should Landlord elect that Leasehold Improvements be removed upon the
expiration or earlier termination of the Lease Term, and/or should Tenant fail
to remove all or any portion of Tenant’s Property in accordance with the
provisions of this Lease. Tenant hereby agrees that Landlord shall have the
right to cause all or any portion of the Leasehold Improvements and/or Tenant’s
Property to be removed at Tenant’s sole cost and expense. Tenant hereby agrees
to reimburse Landlord for the cost of such removal together with the cost of
repairing any damage resulting therefrom, and the cost of restoring the Demised
Premises to its condition as of the date this Lease is fully executed and
delivered by Landlord and Tenant. Approximately sixty (60) days prior to Tenant’s
scheduled vacation of the Demised Premises. Landlord and Tenant shall meet to
review what items shall be removed and what items shall remain as Landlord may
determine. Landlord shall provide its estimate to Tenant of the costs of such
removal and the costs of any repairs to or restoration of the Demised Premises
as herein provided, and Tenant shall promptly deposit with Landlord a sum equal
to such estimated costs. In the event Tenant fails to remove the Leasehold
Improvements designated by Landlord for removal prior to the expiration of the
Lease Term and/or fails to remove Tenant’s Property as aforesaid and/or fails
to make such repairs and/or restoration as aforesaid. Landlord shall cause the
removal, repair and/or restoration to be performed at Tenant’s sole expense,
which expense shall not be limited by the amount of the deposit referred to
herein. Tenants shall provide for the transfer or disposal of all items
removed, failing which Landlord is hereby authorized to dispose of same in any
manner deemed appropriate, including, but not limited to, disposal into the
trash, without liability to Tenant, and at Tenant’s sole cost and expense and
Tenant shall indemnify, defend and hold harmless Landlord, Landlord’s Agent and
their respective employees and agents from and against all claims, damages,
cost and expenses, including reasonable attorney’s fees, arising from or in
connection with the disposal of all or any items removed by Landlord hereunder.
In the event, for whatever reason, the parties do not meet to review which
items shall be removed and which items shall remain, and/or the Tenant, for
whatever reason, fails to deposit with the Landlord the deposit hereinabove
stated then the Landlord is hereby authorized to proceed, as it deems
appropriate, with such removal and disposition of property and repairs and/or
restoration, without liability to Tenant and at Tenant’s sole cost and expense.



(d)           Compliance with Laws.  In
the event that during the Lease term either Landlord or Tenant shall be
required by the order or decree of any court, or any other governmental
authority, or by law, code or ordinance (including but not limited to the ADA),
to repair, alter, remove, reconstruct, or improve any 


 


14
















 


part of the
Demised Premises or of the Building, then Tenant agrees, at its sole cost and
expense, to comply with such requirements imposed on Demised Premises or Tenant
and shall perform, at its expense, or if Landlord elects to perform the
same. Tenant shall permit Landlord to perform, at Tenant’s expense, such
repairs, alterations, removals, reconstructions, or improvements. Within ten (10) days
after receipt, Tenant shall advise Landlord in writing, and provide the
Landlord with copies of (as applicable), (i) any notices alleging
violation of any law, code or ordinance (including the ADA) relating to any
portion of the Demised Premises or the Building, (ii) any claims made or
threatened in writing regarding noncompliance with any law, code or ordinance and
relating to any portion of the Building or of the Demised Premises, or (iii) any
governmental or regulatory actions or investigations instituted or threatened
regarding noncompliance with any law, code or ordinance and relating to any
portion of the Building or the Demised Premises. No such order or decree or the
compliance required therewith shall have any effect whatsoever on the
obligations or covenants of Tenant herein contained. Tenant hereby waives all
claims for damages or abatement of Base Annual Rent and Additional Rent because
of such repairing, alteration, removal, reconstruction or improvement.


 


6.5                               Maintenance
by Landlord


 


(a)                                Landlord
Repairs and Maintenance. Except to the extent that Tenant is required
to maintain and repair pursuant to Section 5.4, 6.4, 6.7, 6.8, 6.10, 6.11,
9 and 21. Landlord shall maintain and repair all public or common areas located
within the Building, including external landscaping, walkways and parking
areas, and, except to the above extent, Landlord shall make repairs to
structural roofs, walls, Building standard heating, air conditioning, plumbing
and electrical systems and equipment. Except as otherwise expressly provided in
the Lease, such maintenance shall be provided without cost to Tenant, except
that (i) such expenses may be included in calculating the Additional
Rent pursuant to the provisions of Sections 2.2 and 2.3, and (ii) if such
expenses are incurred by Landlord in making repairs attributable to acts or
omissions of Tenant or Tenant’s employees, agents, contractors or invitees,
then Tenant shall reimburse Landlord for all such expenses within ten (10) days
after Landlord submits a bill for such costs to Tenant. Tenant hereby waives
all claims for damages or abatement of Base Annual Rent and Additional Rent
because of such repairing, alteration, removal, reconstruction, or improvement.


 


(b)                                Use
of Demised Premises by Landlord. Landlord reserves the right to erect,
use, maintain, repair and replace all pipes, ducts, conduits, wiring, fluids,
gases, components, and similar materials and structures in and through the
Demised Premises, including any changes, additions or replacements as Landlord may from
time to time make thereto. Landlord may install any and all materials,
equipment, pipes, ducts, conduits, wires, and related fluids, gases, components
and mechanical equipment serving other portions, tenants and occupants of the
Building, in, through, under or above the Demised Premises that Landlord deems
desirable and shall have the right to locate, both vertically and horizontally,
utility lines, wiring, air ducts, flues, duct-shafts, drains, sprinkler mains
and valves, and such other facilities within the Demised Premises as may be
deemed necessary by engineering design and/or code and/or other legal requirements
and to repair, alter, replace or remove these items. These shall be located so
as to cause minimum interference with Tenant’s use of the Demised Premises and
shall, if possible, be located above Tenant’s suspended ceiling, if any, or as
close to the concrete slab as possible, below the floor, along column lines or
in storage areas. Landlord shall have the right to remove or abate any
hazardous materials located in the Demised Premises and Tenant shall fully
cooperate with Landlord in this regard. Landlord’s right to locate facilities
within the Demised Premises or shall include facilities required by tenants or occupants
in levels above or below the Demised Premises as well as on the same level as
the Demised Premises. None of the above conduct by Landlord shall be deemed to
constitute an interference with Tenant’s quiet enjoyment or an actual or
constructive eviction of Tenant. Tenant shall be entitled to no abatement of
Base Annual Rent or Additional Rent whatsoever on account of such installation,
location, construction, use, entry, removal, repair, maintenance or other
conduct as aforesaid.


 


6.6                               Signs
and Publications. No sign, advertisement or notice shall be inscribed,
painted or affixed on any part of the outside of the Building, or in the
common areas of the Building, or inside the Demised Premises where it may be
visible from the public areas of the Building, except on the directories and
doors of offices, and then only in such size, color, method of attachment and
style as Landlord shall approve. Landlord shall have the right to prohibit any
signage or publication of Tenant on the Demised Premises which in Landlord’s
opinion tends to impair the reputation or character of the Building, Complex,
Landlord or Landlord’s Agent. Tenant shall refrain from and discontinue such
signage or publication upon receipt of written notice from Landlord, but in no
event later than one (1) day after receipt of such notice.


 


6.7                               Excessive
Floor Load. Landlord shall have the right to prescribe the weight and
method of installation of safes, computer equipment, and other heavy fixtures
or equipment. Tenant will not install in the Demised Premises any item of
Tenant’s Property or fixtures that will place a load upon the floor exceeding
the 


 


15

















 


designed floor
load capacity of the floor and the Building. Landlord may prescribe the
placement and positioning of all such objects within the Demised Premises
and/or Building, and, if necessary, such objects shall be placed upon
platforms, plates or footings of such size as Landlord shall prescribe. All
damage done to the Building or the Demised Premises by installing or removing a
safe or any other article of Tenant’s Property or fixtures, or due to its
being in the Demised Premises, shall be repaired at the expense of Tenant.


 


6.8                               Moving
and Deliveries.


 


(a)                                Prohibitions/Notices.
Moving in or out of the Building is prohibited on days and hours specified in Section 1.7.
Tenant shall only use freight elevators and loading areas, if provided in the
Building, for all moving and deliveries. Tenant shall provide Landlord with
forty-eight (48) hours advance written notice of any move and obtain Landlord’s
approval therefor in order to facilitate scheduling use of freight elevators
and loading areas.


 


(b)                                Coordination
with Landlord. No freight, furniture or other bulky matter of any
description shall be received into the Building or carried in the elevators,
except as authorized by Landlord. All moving of furniture, material and
equipment shall be under the direct control and supervision of Landlord, who
shall, however, not be responsible for any damage to or charges for moving
same. Deliveries from lobby and freight areas requiring use of hand carts shall
be restricted to freight elevators. All hand carts shall be equipped with
rubber tires and side guards. Any control exercised by Landlord hereunder shall
be deemed solely for the benefit of Landlord and the Building, and shall not be
deemed to make any of Tenant’s employees, agents or contractors the agent or
servant of Landlord. Tenant shall promptly remove from the public areas in or
adjacent to said Building any of Tenant’s property delivered or deposited
there.


 


(c)                                Moving
Damages. Any and all damage or injury to the Demised Premises or the
Building caused by moving the property of Tenant into or out of the Demised
Premises shall be repaired at the sole cost of Tenant. In conjunction with the
foregoing. Tenant shall indemnify, defend and hold Landlord harmless with
respect to any and all damages and injuries to the Demised Premises or the
Building, and with respect to any property damage and injury to others. Without
releasing Tenant from any liability hereunder, Tenant shall cooperate with
Landlord to identify delivery contractors and movers causing damage to the
Building or Demised Premises or causing property damage or injury to others.


 


6.9                               Rules and
Regulations.  Tenant shall, and shall ensure that Tenant’s agents,
employees, invitees and guests, faithfully keep, observe and perform the
Building Rules and Regulations set forth in Exhibit B, attached
hereto and made a part hereof, and such amendments, modifications and
additions thereto as Landlord may promulgate from time to time, unless
waived in writing by Landlord. Any other such rules and regulations shall
not substantially interfere with the intended use of the Demised Premises, but
Tenant acknowledges that the Building Rules and Regulations, which, in
Landlord’s judgment, are needed for the general well-being, operation and
maintenance of the Demised Premises, the Building and the Complex, together
with their appurtenances, are reasonable. Landlord shall have the right to
specifically enforce all Building Rules and Regulations. In addition to
any other remedy provided for herein, Landlord shall have the right to collect
from Tenant a fine of $200 per incident for each violation of said Building Rules and
Regulations which is not cured within three (3) days after written notice
to Tenant. Nothing contained in this Lease shall be construed to impose upon
Landlord any duty or obligation to enforce such Building Rules and
Regulations, or the terms, conditions or covenants contained in any other
lease, as against any other tenant, and Landlord shall not be liable to Tenant
for violation of the same-by any other tenant, its employees, agents, invitees,
licensees, customers, clients, family members or guests. Further, it shall be
in Landlord’s reasonable judgment as to whether Tenant is in compliance with
the Building Rules and Regulations.


 


6.10                        Tenant Maintenance and Condition of Demised
Premises Upon Surrender. At
all times during the Lease Term, Tenant will keep the Demised Premises and the
Leasehold Improvements and Tenant’s Property therein in good order and
condition, will suffer no waste or injury to the Demised Premises and Leasehold
Improvements, and will, subject to the provisions of Section 6.4(c), at
the expiration of other termination of the Lease Term, surrender and deliver up
the Demised Premises and Leasehold Improvements in like good order and
condition as they shall be at the Commencement Date, ordinary wear and tear and
subject, to the provisions of Section 9, damage by casualty excepted.


 


6.11                        Tenant Property and Leasehold Improvements. Maintenance and repair of Tenant’s
Property and any Leasehold Improvements within or related to the Demised
Premises shall be the sole responsibility of Tenant, and Landlord shall have no
obligation in connection therewith. Notwithstanding anything herein to the
contrary, and subject to the provisions of Sections 6.4 and 12.8 pertaining to
removal from the Demised


 


16

















 


Premises. Tenant
shall have no right to remove from the Demised Premises any of Tenant’s
Property and/or Leasehold Improvements upon and during the continuation of any
default by Tenant under this Lease.


 


6.12                        Landlord’s
Right to Perform Tenant’s Duties. In the event that repairs
required to be made by Tenant pursuant to this Lease become necessary by reason
of Tenant’s failure to maintain the Demised Premises. Tenant’s Property and
Leasehold Improvements in good order and condition and in compliance with all
applicable laws, orders and regulations, Landlord may, but shall not be
obligated to, make repairs at Tenant’s expense. Within ten (10) days after
Landlord renders a bill for the cost of said repairs. Tenant shall reimburse
Landlord.


 


6.13                        Medical
Waste. In addition to Tenant’s obligations with respect to Hazardous,
Substances set forth in Section 21. Tenant shall be solely responsible for
and shall solely provide, at Tenant’s sole cost and expense, for the proper
treatment, handling removal and disposal from the Demised Premises, the
Building, the property of Landlord and the Complex, of all infectious and/or
hazardous medical waste as the same may be determined from time to time by
applicable federal, state or local laws or regulations. Landlord and landlord’s
Agent shall not be responsible for the treatment, handling, removal or disposal
of same, nor shall Landlord incur and liability to Tenant or any other parties,
or any governmental agency or division thereof, relating to same Tenant hereby
agrees to indemnify, defend and hold Landlord and Landlord’s Agent harmless
with respect to any suits, debts expenses, liabilities, alleged violations or
non-compliance with any federal, state or local law or regulation, and any
other demands of any nature whatsoever, for any violation by Tenant of the
provisions of this Section 6.13 and for any harm to others caused or
alleged to have been caused by Tenant’s medical waste. The provisions of this Section 6.13
shall survive the expiration or sooner termination of this Lease.


 


7.                                      ACCESS


 


7.1                             Landlord’s
Access. Landlord, Landlord’s Agent, and their agents and employees,
shall have the right to enter the Demised Premises at all reasonable times (a) to
make inspections or to make such repairs and maintenance to the Demised
Premises or repairs and maintenance to other premises as Landlord  may deem necessary; (b) to exhibit the
Demised Premises to prospective tenants during the last twelve (12) months of
the Lease Term, and (c) for any purpose whatsoever relating to the safety,
protection or preservation of the persons or property of the other tenants, the
public, the Demised Premises, the Building, the Complex or other surrounding
properties.


 


7.2                             Restricted
Access. No additional locks, other devices or systems which would
restrict access to the Demised Premises shall be placed upon any doors without
the prior consent of Landlord. Landlord’s consent to installation of anti-crime
warning devices or security systems shall not be unreasonably withheld;
provided Landlord shall not be required to give such consent unless Tenant
provides Landlord with a means of access to the Demised Premises for the purposes
outlined in Section 7.1 above. Unless access to the Demised Premises is
provided during the hours when cleaning service is normally rendered, Landlord
shall not be responsible for providing such service to the Demised Premises or
to those portions thereof which are inaccessible during said hours. Such
liability by Landlord to provide cleaning services to inaccessible areas shall
not entitle Tenant to any adjustment in Base Annual Rent, Additional Rent or
other sums due hereunder.


 


7.3                             Tenant’s
Access. Subject to the provisions of Sections 5.2, 5.5 and 31, Tenant,
its employees and agents shall have access to the Demised Premises twenty-four
(24) hours per day, 365 days per year, and, for the purpose of access to the
Demised Premises only, shall have the right in common with all other tenants.
Landlord and Landlord’s agents and employees to use public corridors, elevators
and lobbies. Landlord may at  any
time and from time to time during the Lease Term exclude and restrain any
person from access, use or occupancy of any of all mechanical and auxiliary
spaces, roofs, public corridors, elevators and lobbies, excepting, however.
Tenant and other tenants of Landlord and bona fide invitees of either, who make
use of said public facilities in accordance with the rules and regulations
established by Landlord from time to time with respect thereto. Landlord may at
any time and from time to time close all or any portion of said public
facilities to make repairs or changes, to prevent a dedication to any person or
the public, and to do and perform such other acts in and to said public
facilities as in the exercise of good business judgment Landlord shall
determine to be advisable. It shall be the duty of Tenant to keep all of said
public facilities free and clear of any obstructions created or permitted by
Tenant or resulting from Tenant’s operation. In order to protect the integrity
of telephone service in the Building. Landlord may, at us option, supervise or
restrict Tenant’s access to any or all equipment rooms, inside were space
and/or conduits or the demarcation point.


 


17

















 


8.                         LIABILITY


 


8.1                                            Tenant’s
Property. All of Tenant’s Property, the Leasehold Improvements and the
personal property of Tenant’s employees, agents, contractors, visitors and
invitees in the Demised Premises or in the Building shall be at their sole
risk. Landlord, Landlord’s Agent, and their respective agents and employees
shall not be liable for any damage to Tenant’s Property, the Leasehold Improvements
or the property of Tenant’s employees, agents, contractors, visitors and
invitees resulting from acts of omissions of any third party, including, but
not limited to, cleaning, maintenance, repair and other contractors who do work
in the Building or the Demised premises or render services to Landlord,
Landlord’s Agent, and their respective agents and employees or other tenants.
Tenant hereby expressly releases Landlord, Landlord’s Agent and their
respective agents and employees from any liability incurred or claimed by
reason of damage to Tenant’s Property and the Leasehold Improvements and hereby
indemnifies and holds Landlord, Landlord’s Agent and their respective agents
and employees from any liability or claims by reason of damage to the property
of Tenant’s employees, agents, contractors, visitors and invitees.


 


8.2                                            Criminal
Acts of Third Parties. Landlord, Landlord’s Agent and their respective
agents and employees shall not be liable in any manner to Tenant, its agents,
employees, invitees or visitors for any injury or damage to Tenant. Tenant’s
agents, employees, invitees or visitors, or their property, caused by the
criminal or intentional misconduct of third parties or of Tenant, Tenant’s
employees, agent’s invitees or visitors on or about the Demised Premises,
Building and/or Complex (including any parking garages and parking areas). All
claims against Landlord, Landlord’s Agent and their respective agents and
employees for any such damage or injury hereby expressly waived by Tenant, and
Tenant hereby agrees to hold harmless, defend and indemnify Landlord, Landlord’s
Agent and their respective agents and employees from all such claims and/or
damages and the expenses of defending all claims made by Tenant’s employees,
agents, invitees, or visitors arising out of such acts.


 


8.3                                            Public
Liability. Landlord, Landlord’s Agent and their respective agents and
employees assume no liability or responsibility whatsoever with respect to the
conduct and operation of the business to be conducted upon the Demised
Premises. Landlord, Landlord’s Agent and their respective agents and employees
shall not be liable for any accident or injury to any person or persons or
property in or about the Demised Premises which are caused by the conduct and
operation of said business or by virtue of equipment or property of Tenant in
said Demised Premises. Tenant agrees to hold Landlord, Landlord’s Agent and
their respective agents and employees harmless against all such claims, and
indemnify and defend Landlord, Landlord’s Agent and their respective agents and
employees from all injuries and damages and the expenses of defending such
claims.


 


8.4                                            Construction
on Contiguous Property. Landlord, Landlord’s Agent and their respective
agents and employees shall not be liable for damages, nor shall this Lease or
any Base Annual Rent, Additional Rent or other sums due hereunder be affected,
for conditions arising or resulting from construction within or around the
Demised Premises or Building or Complex or on contiguous or neighboring properties
and which affect the Complex, the Building and/or the Demised Premises.


 


8.5                                            Tenant
Insurance.


 


(a)                               Liability
Insurance. During the Lease Term, Tenant at its sole cost shall
maintain public liability and property damage insurance which includes coverage
for personal injury and death, property damage, advertising injury, completed
operations and products coverage and shall further maintain comprehensive
automobile liability insurance covering automobiles owned by Tenant, with at
least a single combined liability and property damage limit of $3,000,000.00
insuring against all liability of Tenant and its authorized representatives
arising out of or in connection with Tenant’s use or occupancy of the Demised
Premises and the business conducted therein. Landlord and Landlord’s Agent
shall be named as additional insureds. All public liability insurance and
property damage insurance shall insure Landlord and Landlord’s Agent with
coverage no less in scope than that necessary to meet Tenant’s obligation outlined
in the indemnity provisions set fourth in Sections 8.1, 8.2 and 8.3 and
elsewhere in this Lease. The Policy shall contain an assumed contractual
liability endorsement that refers expressly to this Lease.


 


(b)                               Fire
and Casualty Insurance. During the Lease Term, Tenant at its cost shall
maintain fire and extended coverage insurance on all special or above building
standard work (as defined in Exhibit B, if applicable), all alterations
and all other contents of the Demised Premises, including any Leasehold
Improvements and Tenant’s Property, in an amount sufficient so that no
coinsurance penalty will be applied in case of loss.


 


18

















 


(c)                               Increases
in Coverage. Tenant shall increase its insurance coverage and/or obtain
such additional insurance as required if in the reasonable opinion of the
mortgagee on the Building, Landlord or Landlord’s insurance agent such
insurance coverage at that time is not adequate.


 


(d)                               Policy
Requirements. All insurance
that Tenant is required to maintain under this Lease shall be issued by
insurance companies authorized to do business in the jurisdiction where the
Building is located. Such companies shall have a policyholder rating of at
least “A” and be assigned a financial size category of at least “Class X”
as rated in the most recent edition of “Best’s Key Rating Guide” for insurance
companies. If at any time during the Lease Term the rating of any of Tenant’s
insurance carriers is reduced below the rating required pursuant to the terms
hereof, Tenant shall promptly replace the insurance coverage(s) maintained with
such carrier with coverage(s) from a carrier whose rating complies with the
foregoing requirements. If the Best’s Key Rating Guide is discontinued or
revised without substitution of a comparable rating system. Landlord shall
reasonably determine its satisfaction with the insurance company issuing Tenant’s
policies. Each policy shall contain an endorsement requiring thirty (30) days
written notice from the insurance company to Landlord before cancellation or
any change decreasing coverage, scope or amount of such policy and an
endorsement naming Landlord and Landlord’s Agent as additional insureds. Each
policy, or a certified copy of the policy, and a certificate showing it is in
effect, together with evidence of payment of premiums, shall be deposited with
Landlord at the commencement of the Lease Term and thereafter upon any policy
changes or substitutions, and renewal certificates and copies of renewal
policies shall be delivered to Landlord 
at least thirty (30) days prior to the expiration date of any policy.


 


(e)                               No
Limitation of Liability.
Notwithstanding the fact that any liability of Tenant to Landlord may be
covered by Tenant’s insurance, Tenant’s liability shall in no way be limited by
the amount of its insurance recovery or the amount of insurance in force or
required by any provisions of this Lease.


 


(f)                                 Waiver
of Subrogation.  Notwithstanding
anything to the contrary contained herein Landlord and Tenant hereby mutually
waive and release their respective rights of recovery against each other for
any loss of its property (in excess of reasonable deductible amount ) capable
of being insured against by the fire and extended coverage insurance or any
insurance policy providing property damage coverage, whether carried or not.
Each party shall apply to its insurer to obtain said waiver and obtain any
special endorsement, if required by its insurer to evidence  compliance with the aforementioned waiver,
and shall bear the cost therefore.


 


(g)                              Business
Interruption.  Landlord,
Landlord’s Agent and their respective agents and employees shall have  no liability or  responsibility for any loss, cost, damage or
expense arising out of or due to any interruption of business (regardless of
the cause therefore), increased or additional cost of operation of business or
other costs or expenses, whether similar or dissimilar, which are capable of
being insured against under business interruption insurance, whether or not
carried by Tenant.


 


8.6                                            Incident
Reports. Tenant shall promptly
report to Landlord’s Agent all accidents and incidents occurring on or about
the Demised Premises, the Building and/or the Complex which involve or relate
to the security and safety of persons and/or property.


 


9.                         DAMAGE


 


9.1                                            Damages
Caused by Tenant. Subject to the provisions of Sections 8.5(f) and
9.2, in the event of damage to the Demised Premises or other portions of the
Building caused by the acts or omissions of Tenant, its agents, employees,
invitees or visitors, the Landlord may, but shall not be obligated to, repair
such damage at the expense of Tenant, or, at Landlord’s option, such damages
shall be repaired by Tenant’s expense, with Landlord’s approval in accordance
with Section 6.4. At Landlord’s option, Tenant shall either (a) pay
to Landlord the estimated cost of such repairs and/or maintenance within ten (10) days
of Tenant’s receipt of Landlord’s estimate or (b) upon completion of such
repairs and/or maintenance by Landlord, pay to Landlord the actual cost of such
repairs and/or maintenance (or the difference between the actual cost and the
estimated costs previously paid by Tenant) within ten (10) days of receipt
of invoice from Landlord, Landlord’s recovery shall not be limited to the
diminution in the value of the Demised Premises or leasehold notwithstanding
that such repairs and maintenance may occur prior to the expiration of the
Lease Term. All such cost shall be deemed Additional Rent. This provision shall
be construed as an additional remedy granted to Landlord and not in limitation
of any other rights and remedies which Landlord has or may have in said
circumstances.


 


9.2.                                         Fire
or Casualty Damage. In the
event of damage or distinction of the Demised Premises or a portion thereof by
fire or any other casualty not due to the acts or omissions of Tenant, its
agents, employees, invitees or visitors, then except as otherwise provided in Section 9.3,
this Lease shall not be terminated, but structural damage the Demised Premises,
including demising partitions and doors, shall be promptly and


 


19

















 


fully repaired and
restored as the case may be by Landlord at its own cost and expense. Due
allowance, however, shall be given for reasonable time required for adjustment
and settlement of insurance claims, and for such other delays as may result
from government restrictions, and controls on construction, if any, and for
strikes, national emergencies and other conditions beyond the control of
Landlord. Restoration by Landlord shall not include replacement of Tenant’s
Property or that portion of the Leasehold Improvements provided by Landlord as
of the Commencement Date above the building standard items as of the
Commencement Date. If the items which Landlord provides as building standard
items have changed since the Commencement Date then, at Landlord’s election,
such restoration shall not include restoration of Leasehold Improvements in
excess of those provided by Landlord as building standard as of the date of such
restoration. Tenant shall, at its expense, repair, restore and replace Tenant’s
Property and all elements of the Demised Premises excluded from the scope of
Landlord’s duty to restore pursuant to this Section 9.2. Tenant’s
restoration replacement and repair work shall comply with Section 6 hereof
and Tenant shall maintain adequate insurance on all such replacements,
restoration and property pursuant to Section 8.5. In the event of fire or
casualty damage to the Demised Premises caused by the fault, act or omission or
neglect of Tenant, its agents, employees, invitees or visitors. Landlord may,
but shall not be obligated to, restore all or any portion of the damage
described herein (which may or may not include the Demised Premises).
It is agreed that in any of the aforesaid events, this Lease shall continue in
full force and effect.


 


9.3                                            Untenantability.


 


(a)                                  Restoration
Requirements.


 


(i)                                  If
the condition referred to in Section 9.2 is such that the Demised Premises
are partially damaged or destroyed and provided that the condition was not due
to the acts are omissions of Tenant. Its agents, employees invitees or
visitors, then during the period that Tenant is deprived of the use of the
damaged portion of the Demised Premises. Tenant shall be required to pay Base
Annual Rent and Additional Rent covering only that part of the Demised
Premises that Tenant is able to occupy, based on the ratio between the square
foot area remaining that can be occupied and the total square foot area of the
entire Demised Premises covered by this Lease. Any unpaid or prepaid
installment of Base Annual Rent and Additional Rent for the month in which the
condition referred to in Section 9.2 occurs shall be prorated.


 


(ii)                               (1)                                  If
the condition referred to in Section 9.2 is such so as to make the entire
Demised Premises untenantable and provided that the condition was not due to
the acts or omissions of Tenant. Its agents, employees, invitees are visitors,
then subject to the rights set forth in Section 9.3 (a) (ii) (2) below
the installment (s) of Base Annual Rent and Additional Rent which Tenant is
obligated to pay hereunder shall abate as of the date of the occurrence until
the restoration of the Demised Premises has been substantially completed by
Landlord to the extent of Landlord’s obligations as described in Section 9.2.
Any unpaid or prepaid installment of Base Annual Rent and Additional Rent for
the month in which the condition referred to in Section 9.2 occurs shall
be prorated.


 


(2)                            In
the event (w) the Demised Premises is damaged by fire or other casualty and
Landlord’s architect certifies that the Demised Premises cannot be repaired
within one hundred twenty (120) days of normal working hours, (x) the Demised
Premises are substantially or totally destroyed by fired or other casualty so
as to be entirely untenantable, (y) a substantial portion of the Building is
destroyed or damaged to such an extend that, in the sole judgment of Landlord,
the Building cannot be operated as a functional unit or an economically viable
unit, or (z) the damage to the Demised Premises and/or the Building is due to
an uninsured risk or insurance proceed, are otherwise unavailable to cover the
expenses of restoration or repair of the damage (less any applicable
deductible), then Landlord shall have the unconditional right to cancel this
Lease in its sole discretion, in which case Base Annual Rent and Additional
Rent shall be apportioned and paid to the date of said fire or other casualty.
If Landlord fails to terminate this Lease as herein provided then this Lease
shall remain in full force and effect and Landlord shall commence restoration
of the Demised Premises to extent of Landlord’s obligations as described in Section 9.2.
Due allowance, however, shall be given for reasonable time required for adjustment
and settlement of insurance claims, for Landlord to reasonably be able to
determine the time necessary for completion of the restoration and for other
such delays as may result from government restrictions, and controls and
construction. If any, and for strikes, national emergencies and other
conditions beyond the control of Landlord. Any delays as result of the
foregoing shall operate to postpone Landlord’s obligation to complete
restoration of the Demised Premises by one day for each day of any such delay.
Tenant shall commence and restoration to be performed by Tenant as required in Section 9.2
and Tenant shall reoccupy the Demised Premises when restored. Notwithstanding
anything to the contrary in this Section 9.3 or in any other provision of
this Lease, any obligation (under this Lease or otherwise) of Landlord to
restore all or any portion of the Demised Premises shall be subject to Landlord’s


 


20

















 


receipt of
approval of the same by the mortgagee(s) of Landlord (and any other approvals
required by applicable laws), as well as receipt from any such mortgagee(s) of
such fire and other hazard insurance policy proceeds as may have been
assigned to any such mortgagee; it being agreed that if Landlord has not
received such approval(s) and proceeds within one hundred and eighty (180) days
after any such casualty, then Landlord shall have the option to terminate this
Lease, at anytime thereafter, upon notice to Tenant.


 


(iii)                            Except as expressly
provided in this section 9.3, no compensation, or claim, or diminution of
Base Annual Rent or Additional Rent will be allowed or paid by Landlord, by
reason of inconvenience, annoyance, or injury to business, arising from any
fire or other casualty suffered by Tenant or the necessity of repairing or
restoring the Demised Premises or any portion of the Building.


 


(b)                               Casualty
Near Expiration of Lease Term. In addition to any other right of
Landlord to terminate this Lease pursuant to the provisions of this Section 9,
in the event the Demised Premises are damaged in whole or in part by fire
or other casually during the last twelve(12) months of the Lease Term, then
Landlord, upon ten (10) days prior written notice to Tenant within sixty
(60) days of the date of the fire or casualty, may terminate this Lease,
in which case the Base Annual Rent and Additional Rent shall be apportioned and
paid to the date of said fire or other casualty.


 


10.                               CONDEMNATION


 


10.1                      Landlord’s
Right to Award. Tenant agrees that if any of the Demised
Premises or the Building shall be taken or condemned for public or quasi-public
use or purpose by any competent authority. Tenant shall have no claim against
Landlord and shall not have any claim or right to any portion of the amount
that may be awarded as damages or paid as a result of any such
condemnation. All rights of Tenant to damages therefor, if any, are hereby
assigned by Tenant to landlord. If (a) the whole or a substantial part of
the Demised Premises of the Building is taken or condemned or if (b) less
than a substantial portion of the Building or the Demised Premises is taken or
condemned and the remainder of either in Landlord’s opinion can not be operated
as a functional unit or as an economically viable unit, the Lease Term shall
cease and terminate from the date of such governmental taking or condemnation
and Landlord shall notify Tenant of the termination of this Lease effective as
of the date of such governmental taking or condemnation. In the event of any
termination of this Lease by reason of any taking or condemnation. Tenant shall
have no claim against Landlord or Landlord’s Agent for the value of any
unexpired portion of the Lease Term. If less than a substantial part of
the Demised Premises or of the Building is taken or condemned by any
governmental authority for public or quasi-public use or purpose and the
remainder of both in Landlord’s opinion can be operated as a functional unit or
as an economically viable unit, the rent shall be equitably adjusted on the
date when title vests in such governmental authority and the Lease shall
otherwise continue in full force and effect. For the purposes of this Section 10,
a substantial part of the Demised Premises shall be considered to have
been taken if more than fifty percent (50%) of the Demised Premises are
unusable by Tenant.


 


10.2                      Tenant’s
Right to File Claim. Nothing in Section 10.1 shall preclude
Tenant from filing a separate claim against the condemning authority for the
value of its Leasehold Improvements not then depreciated (excluding those
Leasehold Improvements paid for by Landlord) and relocation expenses, provided
that any award to Tenant will not result in a diminution of any award to
Landlord.


 


11.                               BANKRUPTCY


 


11.1                        Events
of Bankruptcy. The
following shall be Events of Bankruptcy under this Lease


 


(a)                                Tenant’s
becoming insolvent, as that term is defined in Title 11 of the United States
Code, entitled Bankruptcy, 11 U.S.C. Sec 101 et seq. (the “Bankruptcy Code”),
or under the insolvency laws of any State, District, Commonwealth or Territory
of the United States (“Insolvency Laws”);


 


(b)                               The
appointment of a receiver or custodian for any or all of Tenant’s Property or
assets, or the institution of a foreclosure action upon any of Tenant’s real or
personal property;


 


(c)                                The
filing of a voluntary petition under the provisions of the Bankruptcy Code or
Insolvency Laws;


 


(d)                               The
filing of an involuntary petition against Tenant as the subject debtor under
the Bankruptcy Code or Insolvency Laws, which is either not dismissed within sixty
(60) days of filing, or results in the issuance of an order for relief against
the debtor, whichever is earlier, or


 


21

















 


(e) Tenant’s making or consenting
to an assignment for the benefit of creditors or a common law composition of
creditors.


 


11.2                                     Landlord’s
Remedies.


 


(a)                                 Termination
of Lease. Upon occurrence of an Event of Bankruptcy, Landlord shall
have the right to terminate this Lease by giving written notice to Tenant,
provided, however, that this right to terminate shall have no effect while a
case in which Tenant is the subject debtor under the Bankruptcy Code is
pending, unless Tenant or its Trustee is unable to comply with the provisions
of Sections 11.2(d) and (e) below. At all other times this Lease
shall automatically cease and terminate, and Tenant shall be immediately
obligated to quit the Demised Premises upon the giving of notice pursuant to
this Section 11.2(a). Any other notice to quit, or notice of Landlord’s
intention to re-enter is hereby expressly waived. If Landlord elects to
terminate this Lease, everything contained in this Lease on the part of
Landlord to be done and performed shall cease without prejudice, subject,
however, to the rights of Landlord to recover from Tenant all Base Annual Rent
and Additional Rent and any other sums accrued up to the time of termination or
recovery of possession by Landlord, whichever is later, and any other monetary
damages sustained by Landlord.


 


(b)                                 Suit
for Possession. Upon termination of this Lease pursuant to Section 11.2(a),
Landlord may proceed to recover possession of the Demised Premises under
and by virtue of the provisions of the laws of any applicable jurisdiction, or
by such other proceedings, including reentry and possession, as may be
applicable, or by direct order from any Court having jurisdiction over
Tenant/Debtor, including any Bankruptcy Court.


 


(c)                                 Non-Exclusive
Remedies. Without regard to any action by Landlord as authorized by
Sections 11.2(a) and (b) above, Landlord may at its discretion
exercise all the additional provisions set forth below in Section 12.


 


(d)                                 Assumption
or Assignment by Trustee. In the event Tenant becomes the subject
debtor in a case pending under the Bankruptcy Code, Landlord’s right to
terminate this Lease pursuant to Section 11.2(a) shall be subject to
the rights of the Trustee in Bankruptcy to assume or assign this Lease. In
addition to all other objections Landlord may raise to assumption and/or
assignment, and in addition to all other requirements of any Bankruptcy Court
and the Bankruptcy Code, the Trustee shall not have the right to assume or
assign this Lease unless the Trustee (i) has timely performed all Lease
obligations of the Tenant/Debtor arising from and after the filing of any
voluntary bankruptcy petition by Tenant or, in the case of an involuntary
petition, the date of entry of the Order for Relief, (ii) promptly cures
all defaults under this Lease, (iii) promptly compensates Landlord for
monetary damages incurred as a result of such default, and (iv) provides
adequate assurance of future performance on the part of Tenant or on the part of
the assignee of Tenant or the Trustee.


 


(e)                                 Adequate
Assurance of Future Performance. Landlord and Tenant hereby agree in
advance that adequate assurance of future performance, as that term is used in Section 11.2(d) above,
shall mean that all of the following minimum criteria must be met: (i) Tenant’s
gross revenues in the ordinary course of business during the thirty (30) day
period immediately preceding the initiation of the case under the Bankruptcy
Code must be at least two (2) times greater than the next installment of
Base Annual Rent and Additional Rent due under this Lease, (ii) both the
average an median of Tenant’s gross revenues) in the ordinary course of
business during the six (6) month period immediately preceding the
initiation of the case under the Bankruptcy Code must be at least two (2) times
greater than the next six (6) installments of Base Annual Rent and
Additional Rent due under this Lease; (iii) Tenant must pay (and continue
to pay on a timely basis throughout the Lease Term) Base Annual Rent,
Additional Rent and all other sums payable by Tenant hereunder in advance and
as a condition precedent to the performance of Landlord’s obligations
hereunder; (iv) the Trustee must agree that Tenant’s business shall be
conducted in a first class manner, and that no liquidating sales,
auctions, or other non-first class business operations shall be conducted
on or about the Demised Premises, Building and/or Complex; (v) the Trustee
must agree that the use of the Demised Premises as stated in this Lease will
remain unchanged and that no prohibited use shall be permitted; and (vi) the
Trustee must agree that the assumption or assignment of this Lease will not
violate or affect the rights of other tenants in the Building and/or Complex.


 


(f)                                   Failure
to Provide Adequate Assurance. In the event the Trustee or Tenant is
unable to (i) comply with the requirements of Section 11.2(d) above,
or (ii) meet the criteria and obligations imposed by Section 11.2(e) above,
Tenant agrees in advance that it has not met its burden to provide adequate
assurance of future performance, and this Lease may be terminated by
Landlord in accordance with Section 11.2(a) above.


 


22

















 


11.3                                     Guarantors.
For purposes of this Section 11, any action or adjudication by or on
behalf of, or against, or with respect to the property or affairs of, any
guarantor or guarantors (if any) of this Lease, or any them, which, if taken
by, against or with respect to Tenant, Tenant’s Property or affairs, would
entitle Landlord to exercise any remedy specified herein, may be treated,
at Landlord’s sole option and discretion, as though it were taken by, against
or with respect to the Tenant.


 


11.4                                     Damages.
In the event of cancellation and termination of this Lease pursuant to Section 11.2  above, Landlord shall, notwithstanding any
other provisions of this Lease to the contrary, be entitled to promptly recover
damages from Tenant determined in accordance with the provisions set forth in Section 12.2
of this Lease as provided for in the case of default by Tenant.


 


12.                               DEFAULTS
AND REMEDIES


 


12.1                       Default.
It any one or more of the following events occurs, said events shall be
deemed a material default of this Lease.


 


(a)                                  Tenant’s
failure to complete, within the time periods required by this Lease, any tasks
required for the preparation or approval of plans for the construction and/or
completion of the Demised Premises prior to the Commencement Date;


 


(b)                                 Tenant’s
failure to accept possession of the Demised Premises when tendered by Landlord;


 


(c)                                  Tenant’s
failure to pay any installment of Base Annual Rent, Additional Rent or other
sum required to be paid by Tenant within three (3) days after the same
shall be due and payable, all without demand unless demand is necessary under
the express terms of this Lease (in which case a material default shall be
deemed to occur if such payment is not made strictly within the time period
provided for such payment following the demand);


 


(d)                                 Tenant’s
failure to perform or observe any other term, covenant or condition of
this Lease, which failure continues for a period of fifteen (15) days after
written notice to Tenant;


 


(e)                                  Any
event expressly designated or deemed a default elsewhere in this Lease;


 


(f)                                    Any
execution, levy, attachment or other legal process of law shall occur upon
Tenant’s Property, Tenant’s interest in the Lease or the Demised Premises;


 


(g)                                 Tenant’s
abandonment or surrender of the Demised Premises prior to the expiration of the
Lease Term and the suspension of rent payments as the same may become due
and payable; and/or


 


(h)                                 Tenant’s
committing or permitting waste to occur to the Demised Premises.


 


12.2                        Remedies.
In each and every such event set forth in Section 12.1 above, from the
date of such default and at all times thereafter, at the option of Landlord.
Tenant’s right of possession shall thereupon cease and terminate. Landlord
shall be entitled to all rights and remedies now or later allowed at law or in
equity, all of which shall be cumulative to the extent that the exercise of any
one or more rights or remedies shall not be deemed to constitute a waiver of
the Landlord’s right to exercise any one or more other rights and remedies
herein provided or provided at law or in equity. Landlord shall be entitled to
obtain possession of the Demised Premises whether or not Landlord elects to
terminate this Lease, and to re-enter the same without demand of rent or demand
of possession of the Demised Premises and may forthwith proceed to recover
possession of the Demised Premises by any lawful means or process of law
whether or not Landlord elects to terminate this Lease, any notice to quit
being hereby expressly waived by Tenant. In the event of such re-entry by
process of law or otherwise, Tenant nevertheless agrees to remain liable for
all Base Annual Rent. Additional Rent and other sums due under this Lease, and
shall pay the same as and when it accrues and is payable hereunder Landlord may (but
shall not be obligated to) declare the entire balance (or any portion thereof)
of Base Annual Rent. Additional Rent and all other sums payable by Tenant
hereunder for the remainder of the Lease Term to be immediately due and payable
in full, which shall be recoverable pursuant to Section 12.4 below. Tenant
further agrees to remain liable for any and all damage, deficiency, and loss of
Base Annual Rent. Additional Rent and other sums herein specified, and all
other damages, which Landlord may sustain by such re-entry, including
reasonable attorneys’ fees and costs. If under the provisions hereof, a seven (7) days
summons or other applicable summary process shall be served, and a compromise
or settlement thereof shall be made, such


 


23

















 


action shall not
constitute a waiver of any breach of any covenant, term, condition or agreement
herein contained.


 


12.3                        Landlord’s
Right to Relet. Should this Lease be terminated before the expiration
of the Lease Term, by reason of Tenant’s default as provided in Sections 11 or
12 or if Tenant shall abandon the Demised Premises before the expiration or
termination of the Lease Term and without paying the rent due as the same may become
due and payable (whether or not Landlord elects to terminate this Lease), the
Demised Premises may be relet by Landlord, on Tenant’s behalf or for the
account of Landlord, as Landlord so chooses, for such rent upon such terms as
are reasonable under the circumstances. If the full rent reserved under this
Lease (and any of the costs, expenses or damages indicated below) shall not be
realized by Landlord. Tenant shall be liable for all damages sustained by
Landlord, including, without limitation, deficiency in Base Annual Rent,
Additional Rent, unamortized Landlord Concessions (hereinafter defined),
reasonable attorneys’ fees, other collection costs, brokerage fees, expenses
incurred by Landlord to remove Tenant’s Property and (at Landlord’s option).
Leasehold Improvements, and expenses of placing the Demised Premises in first-class rentable
condition. Landlord, in putting the Demised Premises in good order or preparing
the same for reletting may, at Landlord’s option, make such alterations,
repairs or replacements in or relating to the Demised Premises as Landlord, in
Landlord’s sole judgment, considers advisable and necessary for the purpose of
reletting the Demised Premises, and the making of such alterations, repairs or
replacements shall not operate or be construed to release Tenant from liability
hereunder as aforesaid. Landlord shall in no event be charged with any
obligation to mitigate its damages nor shall Landlord be liable in any way
whatsoever for failure to relet the Demised Premises, or in the event that the
Demised Premises are relet, for failure to collect the rent thereof under such
reletting. For the purpose of calculating Landlord’s damages as set forth in Section 12.4
below, if the Building has other available space at the time of such Lease
termination or Tenant’s abandonment or vacating of the Demised Premises, or
anytime thereafter, the Demised Premises shall be deemed the last space rented
in the Building even though the Demised Premises may be re-rented by
Landlord prior to such other vacant space. In no event shall Tenant be entitled
to receive any excess, if any, of rent (if any) collected over the sums payable
by Tenant to Landlord hereunder.


 


12.3                        Recovery
or Damages


 


(a)                                  Qualification
of Damages. Any damage, deficiency, loss of Base Annual Rent, Additional
Rent or other sums payable by Tenant hereunder, unamortized Landlord
Concessions as described hereinafter, and all other damages may be
recovered by Landlord, at Landlord’s option, upon default by Tenant, in
separate actions, from time to time, as said damage shall have periodically
accrued, or, at Landlord’s option, may be deferred until the expiration of
the Lease Term (in which event Tenant hereby agrees that the cause of action
shall not be deemed to have accrued until the date of expiration of said Lease
Term), or, at Landlord’s option, in a single action in the event Landlord shall
have declared the entire balance of Base Annual Rent. Additional Rent and other
sums due under this Lease immediately due and payable pursuant to Section 12.2.
In the event Landlord shall have declared the entire balance of the Base Annual
Rent, Additional Rent and other sums due under this Lease immediately due and
payable, then in lieu of the Base Annual Rent and Additional Rent which have
been payable for the period after the date of any judgement obtained in any
action by Landlord against Tenant to recover damages. Tenant shall pay a sum
representing liquidated damages, and not penalty, in an amount equal to the
excess of (i) the sum of the Base Annual Rent and Additional Rent provided
for in this Lease for the unexpired portion of the Lease term after the date of
judgment discounted at a rate of three percent (3%) per annum to present value,
over (ii) the rental value of the Leased Premises, at the time of
termination of this Lease, for the unexpired portion of the Lease Term,
discounted at a rate of three percent (3%) per annum to present value. In
determining the rental value of the Leased Premises, the rent realized by any
reletting accomplished or accepted by Landlord within a reasonable time after
termination of this Lease, shall be deemed, prima facie, to be the rental
value. In addition to all of the rights of the Landord to recover damages
herein provided. Tenant shall immediately reimburse Landlord for, and Landlord may recover,
the unamortized portion of all contributions and other concessions (hereinafter
“Landlord Concessions”), if any, provided by Landlord to Tenant as an
inducement to enter into this Lease or any amendment, modification or extension
hereof, including, but not limited to, (i) any abatements or waivers of
Base Annual Rent, Additional Rent or other sums due under this Lease, (ii) costs
incurred by Landlord in making the Demised Premises ready for Tenant’s
occupancy, including the cost of the Construction Improvements, any monetary
contribution by Landlord for any Leasehold Improvements and any other
contributions by Landlord with respect to any construction within or relating
to the Demised Premises, (iii) moving expenses, (iv) brokerage fees, (v) allowances
for telephone and computer systems and other office equipment and supplies, (vi) design,
architectural and engineering fees and expenses, and (vii) any other
direct or indirect expenses incurred by Landlord in conjunction with obtaining
and/or entering into this Lease and any amendment, modification and extension
hereof, and placing and/or


 


24

















 


retaining Tenant
in possession of the Demised Premises. For purposes hereof, the amount of any
Landlord Concessions provided in connection with the initial Lease Term shall
be deemed to be amortized (using a straight-line method) on a monthly basis
over the initial Lease Term (excluding any extension or renewal terms) in which
Tenant is required to pay all or any portion of any installment of Base Annual
Rent under the terms of this Lease. The amount of any Landlord Concessions
provided in connection with any amendment or modification of this Lease during
the initial Lease Term shall be deemed to be amortized (using a straight-line
method) on a monthly basis over the remaining months in the initial Lease Term
(excluding any extension or renewal terms) in which Tenant is required to pay
all or any portion of any installment of Base Annual Rent under the terms of
this Lease. The amount of any Landlord Concessions provided in connection with
any renewal or extension of the Lease Term shall be deemed to be amortized
(using a straight-line method) on a monthly basis over the months in the
extension period (excluding any subsequent extension or renewal terms) in which
Tenant is required to pay all or any portion of any installment of Base Annual
Rent under the terms of said extension or renewal of the Lease Term.


 


(b)                                  Non-Exclusive
Rights. The provisions contained in this Section 12.4 shall be in
addition to and shall not prevent the enforcement of any claim Landlord may have
against Tenant for anticipatory breach of the unexpired Lease Term. All rights
and remedies of Landlord under this Lease shall be cumulative and shall not be
exclusive of any other rights and remedies provided to Landlord under
applicable law. In the event Tenant becomes the subject debtor in a case under
the Bankruptcy Code, the provisions of this Section 12.4 may be limited by
the limitations of damage provisions of the Bankruptcy Code.


 


12.5                        Waiver.
If under the provisions hereof Landlord shall institute proceedings and a
compromise or settlement thereof shall be made, the same shall not constitute a
waiver of any agreement, covenant, condition, rule or regulation herein
contained nor of any of Landlord’s rights hereunder. No waiver by Landlord of
any breach of any agreement, covenant, condition, rule or regulation
herein contained, on one or more occasions, shall operate as a waiver of such
agreement, covenant, condition, rule or regulation itself, or of any
subsequent breach thereof. No provision of this Lease shall be deemed to have
been waived by Landlord unless such waiver shall be in writing signed by
Landlord. Receipt and acceptance by Landlord of any Base Annual Rent,
Additional Rent or other charges, or the performance of any obligation by
Tenant hereunder, with knowledge of the breach of any agreement, covenant,
condition, rule or regulation of this Lease by Tenant shall not be deemed
a waiver of such breach. Failure of Landlord to enforce any of the rules and
regulations against Tenant or any other tenant in the Building or Complex shall
not be deemed a waiver of any such rule or regulation. No payment by
Tenant or receipt by Landlord of a lesser amount than the Base Annual Rent and
Additional Rent herein stipulated shall be binding upon Landlord, nor shall the
same be deemed to be other than on account of the stipulated Base Annual Rent
and Additional Rent. No endorsement or statement on any check, letter or other
transmittal accompanying any check or payment of Base Annual Rent, Additional
Rent or other sum due from Tenant shall be deemed a settlement of a legal
dispute or an accord and satisfaction, and Landlord may accept such check
or payment without prejudice to Landlord’s right to recover the balance of such
Base Annual Rent, Additional Rent and other sums or to pursue any other remedy
provided in this Lease Landlord’s consent to, or approval of, any act by Tenant
requiring Landlord’s consent or approval shall not be deemed to waive or render
unnecessary Landlord’s consent to or approval of any subsequent act by Tenant.


 


12.6                        Anticipatory
Repudiation.


 


(a)                                  Repudiation
Prior to Commencement Date. If, prior to the Commencement Date of the first
day of any extension or renewal period set forth in an extension or renewal
option validly exercised by Tenant hereunder, Tenant notifies Landlord of or
otherwise unequivocally demonstrates an intention to repudiate this Lease or
breach any obligation of Tenant hereunder, Landlord may, as its option,
consider such anticipatory repudiation a breach and material default of this
Lease. In addition to any other remedies available to it hereunder or at law or
in equity, Landlord may retain all Base Annual Rent. Additional Rent and
other sums paid by Tenant hereunder, including any security deposit, if any, to
be applied to damages of Landlord incurred as a result of such repudiation,
including, without limitation, all damages and remedies reserved to Landlord in
this Section 12 or elsewhere in this Lease, as applicable. It is agreed
between the parties that for the purpose of calculating Landlord’s damages, if
the Building has other available space at the rime of or subsequent to Tenant’s
breach, the Demised Premises covered by this Lease shall be deemed to last
space rented in the Building even though the Demised Premises may be
re-rented prior to such other vacant space. In the event a default occurs prior
to the Commencement Date, Tenant shall, in addition to all other damages to
which Landlord is entitled under this Lease, pay in full for all Leasehold
Improvements constructed or installed within the Demised Premises through the
date of the default, and for material ordered at Tenant’s request for the Demised
Premises (whether at Tenant’s request or upon Landlord’s anticipation of Tenant’s
needs hereunder) or for such material restocking charges.


 


25

















 


(b)                                  Repudiation
of Any Obligation of Tenant During Lease Term. If during the
Lease Term Teanant notifies Landlord of or otherwise unequivocally demonstrates
an intention to repudiate this Lease or breach any obligation of Tenant
hereunder. Landlord may, at its option, consider such anticipatory repudiation
a breach and material default of this Lease. In addition to any other remedies
available to it hereunder or at law or in equity, Landlord may retain all
Base Annual Rent, Additional Rent and other sums paid by Tenant hereunder,
including any security deposit, if any, to be applied to damages of Landlord
incurred as a result of such repudiation, including without limitation, all
damages and remedies reserved to Landlord in this Section 12 or elsewhere
in this Lease, as applicable.


 


12.7                        Tenant
Abandonment of Demised Premises.


 


(a)                                  Abandonment.
If the Demised Premises or a substantial portion thereof shall be deserted or
vacated by Tenant for thirty (30) consecutive days or more and Tenant shall be
delinquent in the payment of any Base Annual Rent. Additional Rent or other
sums due under this Lease, or in the performance of any of Tenant’s other
obligations hereunder. Landlord may deem the Tenant to have abandoned the
Demised Premises, notwithstanding the fact that Tenant may have left all
or some part of Tenant’s Property thereon Landlord may consider
Tenant in default under this Lease and may pursue all remedies available
to it under this Lease or otherwise as may be available in equity or at
law.


 


(b)                                  Landlord
Right to Enter and to Relet. If Tenant abandons the Demised Premises as
set forth in subsection (a) above, Landlord may, at its option, enter
into the Demised Premises without being liable for any prosecution therfor or
for damages by reason thereof. In addition to any other remedy elsewhere
provided in this Section 12 or at law or in equity. Landlord, as agent of
Tenant, may relet the whole or any part of the Demised Premises for
the whole or any part of the then unexpired Lease Term. For the purposes
of such reletting Landlord may take any alterations or modifications of
the Demised Premises considered desirable in its sole judgment.


 


12.8                        Tenant’s
Property. Tenant shall not remove any of Tenant’s Property from the
Demised Premises without the prior written consent of Landlord, other than in
the ordinary course of Tenant’s business. In the event of a default under this
Lease, Tenant shall not, under any circumstances, remove Tenant’s Property from
the Demised Premises and Landlord may (but shall not be obligated to )
keep Tenant’s Property in place (and require Tenant to return or replace Tenant’s
Property to the extent Tenant removes same in violation of the terms of this
Lease) and use, or permit another occupant of the Demised Premises, Building
and/or Complex to use, Tenant’s Property during the remainder of the Lease Term
(whether or not Landlord elects to terminate this Lease for such default) at no
cost, expense or liability to Landlord or such occupant. If Tenant abandons the
Demised Premises as defined in Section 12.7(a) above or otherwise
vacates the Demised Premises or otherwise defaults under this Lease, any
property that Tenant leaves within or related to the Demised Premises shall be
deemed to have been abandoned and, without liability to Tenant, may be
disposed of in the trash or retained by Landlord as the property of Landlord or
disposed of at public or private sale, or placed at the use of another occupant
in the Building or the Complex or any subsequent occupant in the Demised
Premises, as Landlord sees fit in its sole discretion, all at no cost or
expense to Landlord or such other person permitted to use all or a portion of
Tenant’s Property hereunder, or Landlord may store Tenant’s Property at a
location selected by Landlord in its sole discretion at Tenant’s sole cost and
expense. The proceeds of any public or private sale of Tenant’s Property shall
be applied by Landlord against (i) the expenses of Landlord for removal,
storage or sale of the property; (ii) the arrears of Base Annual Rent,
Additional Rent or other sums then or thereafter payable under this Lease, and (iii) any
other damages to which Landlord may be entitled hereunder. At Landlord’s
option, at any time during the Lease Term after default by Tenant. Landlord may require
Tenant to forthwith remove Tenant’s Property from the Demised Premises. If
Tenant vacates or abandons the Demised Premises, as defined above. Landlord may transfer
any of Tenant’s Property to creditors of Tenant, on presentation of evidence of
a claim valid on its face of ownership or of a security interest in any of
Tenant’s Property abandoned in the Demised Premises or the Building, and
Landlord may recover any costs incurred by Landlord in doing so, all
without incurring any liability to Tenant.


 


12.9                        Landlord’s
Lien.


 


(a)                                 Right
of Distress/Landlord’s Lien. To secure the payment of all Base Annual
Rent, Additional Rent and all other charges and sums that may become due
to Landlord under the terms of this Lease, Landlord shall have and is hereby
granted by Tenant a right of distress for rent, and a contractual first lien
and security interest upon all of Tenant’s Property and all Leasehold
Improvements, and also upon all proceeds from the sale, transfer or other
disposition of any such property, and any replacements and substitutions
thereof, and proceeds thereof, and all proceeds of any insurance which may accure
to Tenant by reason of damage to or destruction of any such property. All
exemption laws are hereby waived by Tenant. This lien is given in


 


26

















 


addition to Landlord’s
statutory and common law liens and shall be cumulative thereto “Leasehold
Improvements” shall be defined to mean all improvements installed or
constructed within the Demised Premises whether by or on behalf of either
Landlord or Tenant (exclusive of Tenant’s trade fixtures). and as repaired,
replaced, altered or improved from time to time during the Lease Term,
including without limitation, any partitions, wall coverings, floors, floor
coverings, ceilings, lighting fixtures, and telephone, computer and/or data
system wiring or other improvements. “Tenant’s Property” shall be defined to
mean all of Tenant’s trade fixtures and all of Tenant’s personal property,
including, but not limited to, all goods, wares, merchandise, inventory,
furniture, machinery, equipment, telecommunications and data transmission
systems (and all their components exclusive of wiring, business records,
accounts receivables and other personal property of Tenant in or about the
Demised Premises or that may be placed or kept therein during the Lease
Term. Provided Tenant is not in default hereunder. Landlord agrees to
subordinate its lien and security interest to any lien/security interest of any
commercial bank securing a line of credit for Tenant or other commercial
financing of Tenant.


 


(b)                                  UCC
Security Interest. This Lease shall also constitute a security
agreement under the Uniform Commercial Code of the District, State or
Commonwealth in which the Demised Premises are located. Upon the occurrence of
an event of default by Tenant under this Lease. Landlord shall have the option,
in addition to any other remedies provided herein or by law or at equity, to
enter the Demised Premises with or without the permission of Tenant and take
possession of any and all of Tenant’s Property situated in or related to the
Demised Premises, without liability for trespass or conversion, and to enforce
the lien and security interest hereby granted in any manner provided by law.
Upon Landlord’s request, Tenant will execute and deliver to Landlord UCC Financing
Statements to evidence the above-described lien in favor of Landlord. Landlord
shall be permitted from time to time to file such statements in the appropriate
City, County, District, State and/or Commonwealth offices to perfect such lien.
All expenses incurred by Landlord, including attorneys’ fees, to prepare and
file such statements (and any extensions, renewals, assignments, transfers,
releases and terminations relating thereto) shall be immediately reimbursed by
Tenant upon demand. If Tenant fails to deliver such UCC Financing Statements
within ten (10) working days after Landlord’s request. Tenant by such
failure irrevocably constitutes and appoints Landlord as its special
attorney-in-fact to execute and record the statements (and any extensions,
renewals, assignments, transfers, releases and terminations relating thereto),
the foregoing power of attorney being coupled with an interest.


 


(c)                                  UCC
Remedies Not Mandatory. Notwithstanding anything herein to the
contrary, Landlord shall not be required to exercise any of its remedies under
the Uniform Commercial Code as a result of the security interest granted
to Landlord herein in lieu of any other right or remedy Landlord may have
under this Lease, at law or in equity, including without limitation the right
to deem any or all of Tenant’s Property abandoned and/or dispose of it pursuant
to the provisions of Section 12.8.


 


12.10                 Injunctive
Relief. In the event of a breach by Tenant of any of the covenants or
provisions hereof, Landlord shall have the right of injunction and the right to
invoke any remedy allowed at law or in equity as if re-entry, summary
proceedings and other remedies were not herein provided, and in such event
Landlord shall be entitled to recover from Tenant, payable as Additional Rent
hereunder, any and all reasonable expenses as Landlord may incur in
connection with its efforts to secure such injunctive relief or other remedy at
law or in equity, including all costs and reasonable attorneys’ fees.


 


12.11                 Independent
Covenants. If Landlord shall commence any proceeding based upon
non-payment of Base Annual Rent, Additional Rent or any other sums of any kind
to which Landlord may be entitled or which it may claim hereunder,
Tenant will not interpose any counterclaim, set-off, recoupment or other
defense of any nature or description in any such proceeding. The parties hereto
specifically agree that Tenant’s covenants to pay Base Annual Rent, Additional
Rent and any other sums required hereunder are independent of all other
covenants and agreements of Landlord herein contained; provided, however, that
this shall not be construed as a waiver of Tenant’s right to assert such a
claim in any separate action brought by Tenant. Tenant further waives any right
or defense which it may have to claim a merger.


 


12.12                 Waiver
of Redemption. Tenant hereby expressly waives any and all rights of
redemption granted by or under any present or future laws in the event of
Tenant being evicted or dispossessed for any cause, or in the event of Landlord
obtaining possession of a judgment for or other right to possession of the
Demised Premises and/or Tenant’s Property by reason of the violation by Tenant
of any of the covenants and conditions of this Lease, or otherwise.


 


12.13                 Attorneys’
Fees. The parties hereto agree that wherever in this Lease the Landlord
is entitled to collect its “attorneys’ fees”. Landlord shall be entitled to
collect the entire amount of attorneys’ fees actually incurred by Landlord in
enforcing its rights hereunder, and, wherever in this Lease the Landlord is
entitled to


 


27

















 


collect its “reasonable
attorneys’ fees”. Landlord shall be entitled to not less than twenty-five
percent (25%) of any Base Annual Rent, Additional Rent and/or other sums due
Landlord in connection with the collection thereof, as reasonable attorneys’
fees and, in addition, with respect to actions or claims pertaining to non-rent
issues. Landlord shall be entitled to reimbursement of the customary hourly
billing rate of each attorney (and non-attorney personnel working under such
attorney’s supervision) for the reasonable time spent in enforcing (or
attempting to enforce) any non-rent obligation of Tenant hereunder, as
reasonable attorneys’ fees; provided, however, the amount to be reimbursed by
Tenant as attorneys’ fees (reasonable or otherwise) in any one matter shall
never be less than One Thousand and 00/100 Dollars ($1,000.00).


 


13.                               SUBORDINATION


 


13.1                        Subordination.
This Lease is subject and subordinate to all ground or underlying leases and to
all mortgages and/or deeds of trust and/or other security interests
(individually and collectively “mortgage”) which may now or hereafter
affect the real property of which the Demised Premises form a part,
including all renewals, modifications, consolidations, replacements and
extensions thereof. This clause shall be self-operative and no further
instrument of subordination shall be required to effect this subordination.
Notwithstanding the foregoing, in confirmation of such subordination. Tenant
shall at Landlord’s request execute and deliver to Landlord within ten (10) business
days after Landlord’s request, any requisite or appropriate certificate,
subordination agreement or other document that may be reasonably requested
by Landlord or any other party requiring such certificate, subordination
agreement or document. If Tenant fails to execute such certificate,
subordination agreement or other document requested by Landlord or other party
within said ten (10) day period, Tenant by such failure irrevocably
constitutes and appoints Landlord as its special attorney-in-fact to execute
such certificate, subordination agreement or other document on Tenant’s behalf,
the foregoing power-of-attorney being deemed to be coupled with an interest.
Nothwithstanding the foregoing, any lessor under any ground or underlying lease
and the party secured by any mortgage affecting the real property of which the
Demised Premises are a part, or any renewal, modification, consolidation,
replacement or extension thereof, shall have the right to recognize this Lease
and, in the event of any cancellation or termination of such ground or
underlying lease, or any foreclosure under any mortgage, or any sale of the
real property at foreclosure sale, or any transfer of the real property by a
deed in lieu of foreclosure, this Lease shall continue in full force and effect
at the option of the lessor under such ground or underlying lease or, as
applicable, the party secured by such mortgage, or the purchaser at any foreclosure
sale, or the party taking the real property under a deed in lieu of
foreclosure, such party being hereby authorized by Tenant to exercise such
option to cancel or continue this Lease in such party’s reasonable or
unreasonable discretion. Tenant hereby consents to the right of such party to
effect the survival of this Lease. Tenant agrees that neither the cancellation
nor termination of any ground or underlying lease, nor the foreclosure under
any mortgage, nor the sale at foreclosure, nor the transfer by a deed in lieu
of foreclosure, shall, by operation of law or otherwise, result in cancellation
or termination of this Lease or the obligations of Tenant hereunder, except in
the sole option of the party herein granted such option, which option may be
exercised in said party’s reasonable or unreasonable discretion.


 


13.2.                     Estoppel
Certificates. Tenant shall execute and return within ten (10) days
any certificate that Landlord may request from time to time, stating that
this Lease is unmodified and in full force and effect, or in full force and
effect as modified, and stating the modification. The certificate also shall
state (a) the amount of the monthly installment of Base Annual Rent and
Additional Rent and the dates to which such rent has been paid in advance; (b) the
amount of any security deposit or prepaid rent; (c) that there is no
present default on the part of Landlord nor is there in existence any
condition, event, act or omission which with the giving of notice and/or the
passage of time will constitute a default on the part of Landlord, or
attach a memorandum stating in detail the factual circumstances of such default
and/or the basis under the Lease for such default; (d) that Tenant has no
right to set-off or recoupment and no defense or counterclaim against
enforcement of its obligations under this Lease; (e) that Tenant has no
other notice of any sale, transfer or assignment of this Lease or of the
rentals; (f) that all Construction Improvements and other work and
improvements required of Landlord has been completed and that the Construction
Improvements and other work and improvements are complete and satisfactory; (g) that
Tenant is in full and complete possession of the Demised Premises; (h) the
date on which Tenant’s rental obligations commenced (excluding any periods of
abatement) and the date to which such rent has been paid; (i) that Tenant
has not advanced any amounts to or on behalf of Landlord which have not been
reimbursed; (j) that Tenant understands that this Lease has been collaterally
assigned to Landlord’s mortgagee as security for a loan to Landlord; (k) that
Base Annual Rent and Additional Rent may not be prepaid more than one (1) month
in advance without the prior written approval of Landlord’s mortgagee; and (l)
such other items as Landlord may reasonably request. Failure to deliver
the certificate within the aforesaid ten (10) day period shall be
conclusive upon Tenant for the benefit of Landlord and any successor to or
mortgagee or assignee of Landlord that this Lease is in full force and effect
and has not been modified except as may be represented by


 


28

















 


the party
requesting the certificate. If Tenant fails to deliver the certificate within
the aforesaid ten (10) day period, Tenant by such failure irrevocably
constitutes and appoints Landlord as its special attorney-in-fact to execute
and deliver the certificate to any third party, the foregoing power of attorney
being deemed to be coupled with an interest.


 


13.3                        Attornment.
Tenant covenants and agrees that, in the event any ground lessor, lessor of any
underlying lease or subsequent purchaser of the Building so requests or in the
event of any foreclosure under any mortgage, or any renewal, modification,
consolidation), replacement or extension thereof, or in the event of a sale at
foreclosure, or in the event of any acceptance of any deed in lieu of
foreclosure, which may now or hereafter affect the real property of which
the Demised Premises are a part, Tenant shall attorn to any ground lessor,
lessor of any underlying lease or subsequent purchaser of the Building or to
the party secured by such mortgage, or any renewal, modification,
consolidation, replacement or extension thereof, and to any purchaser at any
foreclosure sale or party taking a deed in lieu of foreclosure, and at the sole
option of such party, which option may be exercised in said party’s
reasonable or unreasonable discretion, this Lease shall continue as a direct
lease between Tenant herein and such landlord or its successor. In any case,
such landlord or successor under such ground or underlying lease or such
secured party or purchaser at foreclosure sale or party taking a deed in lieu
of foreclosure shall not be bound by any prepayment on the part of Tenant
of the Base Annual Rent or Additional Rent for more than one month in advance,
so that Base Annual Rent and Additional Rent shall be payable under this Lease
in accordance with its terms, from the date of the termination or transfer of
the ground or underlying lease or the foreclosure under such mortgage, or the
date of foreclosure sale or transfer by deed in lieu of foreclosure, as if such
prepayment had not been made. Further, such landlord or successor in interest
shall not be liable for damages for any act or omission of Landlord or any
prior landlord or be subject to any recoupments, offsets, counterclaims or
defenses which Tenant may have against Landlord or any prior landlord.
Tenant shall, upon request of such landlord or successor landlord, execute and
deliver an instrument or instruments confirming Tenant’s attornment.


 


13.4                        Mortgage
Rights. 


 


(a)                                  Mortgage
Requirements. Tenant shall, at its own expense, comply with all
reasonable notices of Landlord’s mortgagee or other financial institution providing
funds which are secured by a mortgage placed on the whole or any part of
the real property of which the Demised Premises are a part, respecting all
matters of occupancy, use, condition or maintenance of the Demised Premises,
provided the same shall not unreasonably interfere with the conduct of Tenant’s
business nor materially limit or affect the rights of the parties under the
Lease. Tenant shall, if so directed by Landlord’s mortgagee or such other
financial institution in writing, pay all Base Annual Rent, Additional Rent and
other sums owed to Landlord directly to such mortgagee or other financial
institution. Notwithstanding acceptance and execution of this Lease by the
parties hereto, the terms hereof shall be automatically deemed modified, if so
required, for the purpose of complying with or fulfilling the reasonable
requirements of any mortgagee or trustee named or secured by a mortgage that may now
or hereafter be placed upon or secured by the real property of which the
Demised Premises are a part or any part thereof, or any other
financial institution providing funds to finance or refinance the real property
of which the Demised Premises are a part, 
provided, however, that such modification(s) shall not be in material derogation
or diminution of any of the rights of the parties hereunder, nor materially
increase any of the obligations or liabilities of the parties hereunder.


 


(b)                                  Notices
to Mortgagee. Tenant agrees to give Landlord’s mortgagee and any
trustee named or secured by a mortgage a copy of any notice of default served
upon Landlord by Tenant, provided that prior to such notice Tenant has been
notified in writing (by way of Notice of Assignment of Rents and Leases, or
otherwise) of the names and addresses of such mortgagees and trustees. Notice
shall be provided to the mortgagees and trustees in the manner prescribed in Section 24.
Tenant further agrees that if Landlord shall have failed to cure such default
within the cure period provided in this Lease, if any, then the mortgagees and
trustees shall have an additional sixty (60) days within which to cure such
default, or if such default cannot be cured within that time, then such
additional time as may be necessary if within such sixty (60) days such
mortgagee or trustee has commenced and is diligently pursuing the remedies
necessary to cure such default including, but not limited to, commencement of
foreclosure proceedings if necessary to effect such cure), in which event
Tenant shall not pursue its remedies while such cure is being diligently
pursued.


 


14.                               TENANT’S
HOLDOVER


 


14.1                        With
Landlord Consent. If
Tenant continues, with the knowledge and written consent of Landlord obtained
at least thirty (30) days prior to the expiration of the Lease Term, to remain
in the Demised Premises after the expiration of the Lease Term, then Tenant
shall by virtue of said holdover agreement, become a tenant from month-to-month
at the rent stipulated by Landlord-in said consent, or if none is


 


29

















 


stipulated, at the
monthly rate of Base Annual Rent and Additional Rent last payable under this
Lease (adjusted in accordance with the provisions of this Lease as if the
holdover period were originally included herein), commencing said monthly
tenancy with the first day next following the end of the Lease Term. All other
terms and conditions of this Lease shall apply to any holdover period(s).
Tenant shall give to Landlord at least thirty (30) days written notice of any
intention to quit the Demised Premises. Tenant shall be entitled to thirty (30)
days written notice from Landlord to quit the Demised Premises, except in the
event of nonpayment of the monthly installment of Base Annual Rent and/or
Additional Rent in advance or of the breach of any other covenant, term or
condition of this Lease by Tenant, in which event Tenant shall not be entitled
to any notice to quit, the usual thirty (30) days notice to quit being hereby
expressly waived by Tenant.


 


14.2                        Without
Landlord Consent. In the event that Tenant without the written consent
of Landlord, shall hold over beyond the expiration of the Lease Term, then
Tenant hereby waives all notice to quit and agrees to pay to Landlord for the
period that Tenant is in possession after the expiration of this Lease, a
monthly charge which is three times the total monthly installment of Base
Annual Rent and Additional Rent in effect during the last month of the Lease
Term. Tenant expressly agrees to reimburse, defend indemnify and hold Landlord
and Landlord’s Agent harmless form all loss and damages, direct and
consequential, which Landlord or Landlord’s Agent may incur in connection
with or in defense of claims by other persons or entities against Landlord,
Landlord’s Agent or otherwise arising out of the holding over by Tenant, including
without limitation reasonable attorneys’ fees which may be incurred by
Landlord or Landlord’s Agent in defense of such claims Acceptance of Base
Annual Rent, Additional Rent or any other sums due from Tenant hereunder or the
performance by Tenant of its obligations hereunder subsequent to the expiration
of the Lease Term, shall not constitute consent to any holding over. Landlord
shall have the right to apply all payments received after the expiration date
of the Lease Term toward payment for use and occupancy of the Demised Premises
subsequent to the expiration of the Lease Term and toward any other sums owed
by Tenant to Landlord, regardless of how such payment(s) may be designed
by Tenant, Landlord, at its option, may forthwith re-enter and take possession
of the Demised Premises without process, or by any legal process in force.
Notwithstanding the foregoing, if Tenant holds over, without Landlord’s written
consent due to acts of God, not, or war, then such holdover shall be at the
total monthly installment of Base Annual Rent and Additional Rent applicable to
the last month of the Lease Term (adjusted in accordance with the provisions of
this Lease as if the holdover period were originally included herein), for the
duration of the condition [but not to exceed ten (10) days], but such
continued occupancy shall not create any renewal of the term of this Lease nor
shall it create a tenancy from year-to-year, month-to-month, or otherwise, and
Tenant shall be liable for and shall indemnify, defend and hold harmless
Landlord and Landlord’s Agent against any loss and damages suffered by Landlord
or Landlord’s Agent as described above. Any holdover period during which the
Landlord and Tenant are negotiating the terms and conditions of any holdover
tenancy, new lease or other matter, and/or for which Landlord and Tenant have
failed to reach an agreement as to the rent to be paid during such holdover
period, shall conclusively be deemed to be a holdover without the consent of
Landlord for the purpose of determining the rental to be paid and the
obligations to be performed by Tenant during such period.


 


15.                               SECURITY
DEPOSIT


 


Tenant shall deposit with Landlord or Landlord’s Agent simultaneously
with the execution of this Lease, the amount stipulated in Section 1.6 as
a security deposit. Provided Tenant is not in default in the payment of Base
Annual Rent, Additional Rent or any other charges due Landlord, and further
provided the Demised Premises are left in good condition, reasonable wear and
tear excepted, as described in Section 6.10, said deposit (which shall not
bear interest to Tenant) shall be returned to Tenant within sixty (60) days
after the termination of this Lease. Notwithstanding the foregoing, the full or
partial return by Landlord to Tenant of the security deposit shall at no time
be deemed to constitute a waiver by Landlord of any of Tenant’s obligations
under this Lease, nor an, acknowledgment by Landlord that any such obligations
are limited to the amount, if any, of the security deposit retained by
Landlord. If Tenant is in default or is otherwise indebted to Landlord
hereunder or if the Demised Premises are not left in good condition, or if
Tenant has failed or refused to remove Tenant’s Property after Landlord’s
request to do so, then the security deposit shall be applied to the extent
available on account of sums due Landlord or to the cost of repairing damages
to the Demised Premises or to remove Tenant’s Property. In the event the funds
deposited with Landlord as security are applied during the Lease Term on
account of sums due Landlord or to the cost of repairing damages or removing
Tenant’s Property, then Tenant shall, within fifteen (15) days after demand by
Landlord, deposit with the Landlord additional funds to restore the security
deposit to its original amount. In the event of the sale or transfer of
Landlord’s Interest in the Building, Landlord shall have the right to transfer
the security deposit to such purchaser or transferee, in which event Tenant
shall look only to the new landlord for the return of the security deposit and
Landlord shall thereupon be released from all liability to Tenant for the
return of such security deposit.


 


30

















 


16.                               QUIET
ENJOYMENT


 


So long as Tenant shall observe and perform the covenants and
agreements binding on Tenant hereunder, Tenant shall at all times during the
term herein granted, peacefully and quietly have and enjoy possession of the
Demised Premises without any encumbrance or hindrance by, from or through
Landlord, except as provided for elsewhere under this Lease. Nothing in this Section shall
prevent Landlord from performing alterations, improvements or repairs on other
portions of the Building not leased to Tenant or from performing alterations,
improvements or repairs within the Demised Premises in accordance with the
provisions of this Lease, nor shall performance of alterations, improvements or
repairs by Landlord, Landlord’s Agent or any other tenant of the Building be
construed as a breach of this covenant by Landlord.


 


17.                               SUCCESSORS


 


All rights, remedies and liabilities herein given to or imposed upon
either of the parties hereto, shall extend to their respective heirs,
executors, administrators, personal representatives, successors and assigns. This
provision shall not be deemed to grant Tenant any right to assign this Lease or
to sublet the Demised Premises.


 


18.                               WAIVER
OR JURY TRIAL AND STATUTE OF LIMITATIONS


 


LANDLORD AND TENANT (AND ANY GUARANTORS AND OTHER PARTNERS WITH
LIABILITY FOR THE PERFORMANCE OF ANY OR ALL OF TENANT’S OBLIGATIONS HEREUNDER,
AS WELL AS ANY SUBTENANTS, ASSIGNES AND LICENSEES OF TENANT) HEREBY WAIVE TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE
PARTIES HERETO AGAINST THE OTHER OR IN RESPECT OF ANY MATTER WHATSOEVER ARISING
OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT HEREUNDER, TENANT’S USE OR OCCUPANCY OF THE DEMISED PREMISES, AND/OR
ANY CLAIM OF INJURY OR DAMAGE. TENANT (AND ANY GUARANTORS AND OTHER PARTIES
WITH LIABILITY FOR THE PERFORMANCE OF ANY OR ALL OF TENANT’S OBLIGATIONS
HEREUNDER, AS WELL AS ANY SUBTENANTS, ASSIGNEES AND LICENSEES OF TENANT) HEREBY
WAIVES THE BENEFIT OF ANY STATUTE OF LIMITATION OR OTHER LAW LIMITING OR
PROHIBITING LANDLORD FROM BRINGING ANY CLAIM AGAINST TENANT (AND/OR ANY
GUARANTORS AND/OR OTHER PARTIES WITH LIABILITY FOR THE PERFORMANCE OF ANY OR
ALL OF TENANT’S OBLIGATIONS HEREUNDER, AS WELL AS ANY SUBTENANTS, ASSIGNEES AND
LICENSEES OF TENANT) ARISING FROM OR RELATED TO THIS LEASE, THE RELATIONSHIP OF
LANDLORD AND TENANT AND/OR THE PERFORMANCE OF TENANT’S OBLIGATIONS HEREUNDER AT
ANY TIME. TENANT  (AND ANY GUARANTORS AND
OTHER PARTIES WITH LIABILITY FOR THE PERFORMANCE OF ANY OR ALL OF TENANT’S
OBLIGATIONS HEREUNDER, AS WELL AS ANY SUBTENANTS, ASSIGNEES AND LICENSEES OF
TENANT) HEREBY AGREES TO SUBMIT TO THE PERSONAL JURISDICTION OF ANY COURT OF
COMPETENT JURISDICTION WITHIN THE STATE, OR THE DISTRICT OF COLUMBIA IF
APPLICABLE, IN WHICH THE DEMISED PREMISES AND/OR LANDLORD’S PRINCIPAL PLACE OF
BUSINESS IS LOCATED.


 


19.                               LIMITATION
OF LANDLORD’S LIABILITY NOTICE


 


19.1                        Landlord’s
Consent. Notwithstanding
anything to the contrary contained in this Lease, if any provision of this
Lease expressly or impliedly obligates Landlord not to unreasonably withhold
its consent or approval, an action for declaratory judgment or specific
performance will be Tenant’s sole right and remedy in any dispute as to whether
Landlord has breached such obligation or is required to give consent or
approval. In no event shall Landlord be liable for damages for any withholding
of, any delay in providing, or the conditioning of, any consent or approval.


 


19.2                        Individual
Liability. Tenant
acknowledges and agrees that the liability of Landlord with respect to any
claim arising out of, related to, or under this Lease shall be limited solely
to its interest in the Building. No personal judgment shall lie against the
Landlord not any partner of a partnership constituting Landlord (if Landlord is
a partnership), nor any shareholder of Landlord (if Landlord is a corporation),
nor any member of Landlord (if Landlord is a limited liability company) and
none of the same will be personally liable with respect to any claim arising
out of or related to this Lease. If the Landlord is a partnership, any deficit
capital account of any partner and any partner’s obligation to contribute
capital shall not be deemed an asset of the partnership. In the event of sale
or other transfer of the Landlord’s interest in the Demised Premises and/or
Building. Landlord shall thereupon and without further act by either party be
deemed released from all liability and obligations hereunder arising out of any
act or omission relating to the Demised Premises, the Building or this Lease, occurring
subsequent to the sale or other transfer. The provisions hereof shall inure to
the benefit of Landlord’s successors and assigns, including any mortgagee or
trustee under a deed of trust. The foregoing provisions are not intended to
relieve Landlord from the performance of any of Landlord’s obligations under
this Lease, but only to limit the personal liability of Landlord, and its
partners or shareholders, as the case may


 


31






 












 


be; nor shall the foregoing
be deemed to limit Tenant’s rights pursuant to this Lease to obtain injunctive
relief or specific performance with respect to any obligations of Landlord
hereunder.


 


19.3                        Notice in Event of Landlord’s
Default.  Notwithstanding anything to the contrary
in this Lease, in no event shall Landlord be deemed to be in default in the
performance of any covenant, condition or agreement herein contained unless
Tenant shall have given Landlord written notice of such default, and Landlord shall
have failed to cure such default within thirty (30) days after such notice (or
if such default is of such nature that it cannot be completely cured within
said thirty (30) days, if Landlord fails to commence to cure within said thirty
(30) days and thereafter proceed with reasonable diligence and in good faith to
effect such cure).


 


20.                               AUTHORITY


 


Landlord
and Tenant hereby covenant each for itself, that each has the full right, power
and authority to enter into the Lease upon the terms and conditions herein set
forth. If Tenant signs as a corporation, each of the persons executing this
Lease on behalf of Tenant does hereby covenant and warrant that Tenant is and
shall be throughout the Lease Term, a duly authorized and existing corporation,
qualified to do business in the jurisdiction in which the Demised Premises are
located and is in good standing, that the corporation has full right and
authority to enter into this Lease, and that each of the persons signing on
behalf of the corporation were authorized to do so. If Tenant signs as a
partnership, each of the persons executing this Lease on behalf of Tenant does
hereby covenant and warrant that Tenant is a duly formed and validly existing
partnership, qualified to do business in the jurisdiction in which the Demised
Premises are located, and is in good standing, that the partnership has full
right and authority to enter into this Lease, and that each of the persons
signing on behalf of the partnership were authorized to do so. If Tenant signs
as a limited liability company, each of the persons executing this Lease on
behalf of Tenant does hereby covenant and warrant that Tenant is a duly formed
and validly existing limited liability company, qualified to do business in the
jurisdiction in which the Demised Premises is located, is in good standing,
that the limited liability company has full right and authority to enter into
this Lease, and that each of the persons signing on behalf of the limited
liability company were authorized to do so.


 


21.                               TENANT’S RESPONSIBILITY
REGARDING HAZARDOUS SUBSTANCES


 


21.1                        Hazardous Substances. The term “Hazardous Substances”, as used in
this Lease, shall include, without limitation, (a) “hazardous wastes”, as
defined by the Resource Conservation and Recovery Act of 1976 as amended from
time to time, (b) “hazardous substances”, as defined by the Comprehensive
Environmental Response Compensation and Liability Act of 1980, as amended from
time to time, (c) “toxic substances”, as defined by the Toxic Substances
Control Act, as amended from time to time, (d) “hazardous materials”, as
defined by the Hazardous Materials Transportation Act, as amended from time to
time, (e) oil or other petroleum products, (f) any substance whose
presence could be detrimental to the Building, its occupants or visitors, or
the environment, (g) substances requiring special handling, (h) flammables,
explosives, radioactive materials, asbestos, polychlorinated biphenyls (PCBs),
chlorofluorocarbons, chemicals known to cause cancer or reproductive toxicity,
pollutants and contaminants, (i) any infectious and/or hazardous medical
waste as the same may be determined from time to time, and (j) any other
substances declared to be hazardous or toxic under Laws (hereinafter defined)
now or hereafter, enacted or promulgated by any Authorities thereinafter
defined).


 


21.2                        Tenant’s Restrictions. Tenant’s shall not cause or permit to
occur.


 


(a)                                  Violations. Any violation of any federal, state and
local laws, ordinances, regulations, directives, orders, notice and requirements
now or hereafter enacted or promulgated regulating the use, generation,
storage, handling, transportation, or disposal of Hazardous Substances (“Laws”),
now or hereafter enacted, related to environmental conditions on, under, or
about the Demised Premises, the Building and/or the Complex, or arising from
Tenant’s use or occupancy of the Demised Premises, Tenant’s Property, or
Leasehold Improvements, including, but not limited to, soil and ground water
conditions; and/or


 


(b)                                  Use. The use, generation, release, manufacture,
refining, production, processing, storage or disposal of any Hazardous
Substances on, under, or about the Demised Premises, the Building and/or the
Complex, or the transportation to or from the Demised Premises of any Hazardous
Substances, without the prior written consent of Landlord, such consent to be
granted or withheld in Landlord’s sole and absolute discretion, and, if
granted. Tenant’s activities shall be in strict compliance with all Laws.


 


32

















 


21.3                        Affirmative Obligations.


 


(a)                                  Compliance with Laws. Tenant shall, at Tenant’s own expense,
comply with all Laws, Tenant Shall, at Tenant’s own expense, make all
submissions to, provide all information required by, and comply with all
requirements of all federal, state and local governmental and regulatory
authorities (the “Authorities”) under the Laws. Tenant shall promptly provide
Landlord with a copy of all such submissions and information requests.


 


(b)                                  Clean-Up Plans. Should any Authority or any third party
demand that a removal or clean-up plan be prepared and that a removal or
clean-up be undertaken because of any deposit, spill, discharge, release,
misuse, prohibition on continued use, act or failure to act with respect to any
Hazardous Substances relating to, occurring on or arising out of Tenant’s use
or occupancy of the Demised Premises. Tenant’s Property or Leasehold
Improvements, then Tenant shall, at Tenant’s own expense, prepare and submit
the required plans and all related bonds and other financial assurances, and
Tenant shall carry out all such removal and clean-up plans within the time
limits set by any Authority or other party. Tenant shall promptly provide
Landlord with copies of notices received from any Authority or third party, and
of all removal and clean-up plans, bonds, and related matters.


 


(c)                                  Information Requests. Tenant shall promptly provide all
information regarding the use, generation, storage, transportation or disposal
of Hazardous Substances that is required hereunder or is requested by Landlord.
If Tenant fails to fulfill any duty imposed under this Section 21 within a
reasonable time (or any shorter period of time if so required by any
Authority). Landlord may (but shall not be obligated to) do so and all
costs associated therewith shall constitute Additional Rent hereunder and shall
be immediately due and payable to Landlord, together with interest thereon
calculated at the rate of eighteen percent (18%) per annum. In such case,
Tenant shall cooperate with Landlord in order to prepare all documents Landlord
deems necessary or appropriate to determine the applicability of the Laws to
the Demised Premises. Tenant’s use thereof and Tenant’s Property and Leasehold
Improvements, and for compliance therewith, and Tenant shall execute all
documents promptly upon Landlord’s request. No such action by Landlord and no
attempt made by Landlord to mitigate damages under any Laws shall constitute a
waiver of any of Tenant’s obligations under this Section 21.


 


21.4                        Tenant’s Indemnity. Tenant shall indemnify, defend, and hold
harmless Landlord. Landlord’s Agent, and their respective officers, directors
beneficiaries, shareholders, partners, agents and employees from all fines,
suits, procedures, claims and actions of every kind, and all costs associated
therewith (including attorneys’ and consultants’ fees) arising out of or in any
way connected with any deposit, spill, discharge, release, misuse, prohibition
or continued use, act or failure to act, with respect to any Hazardous
Substances or other failure to comply with the Laws which arise at any time
from Tenant’s use or occupancy or the Demised Premises or Tenant’s Property or
the Leasehold Improvements, or from Tenant’s failure to provide all
information, make all submissions, and take all steps required by all
Authorities under the Laws and all other related laws.


 


21.5                        Survival of Obligations. Tenant’s obligations and liabilities under
this Section 21, and the obligations of all guarantors and other parties
with liability for the performance of any or all of Tenant’s obligations
hereunder, shall survive the expiration or earlier termination of this Lease.


 


22.                               JOINT AND SEVERAL LIABILITY


 


In
the event that two or more individuals, corporations, partnerships or other business
associations (or any combination of two or more thereof) shall sign this Lease
as Tenant or guarantee this Lease as guarantors or are, otherwise liable for
the performance of any or all of Tenant’s or any guarantor’s obligations, the
liability of each such individual, corporation, partnership or other business
association to pay Base Annual Rent. Additional Rent and any other sums due
hereunder and to perform all or any other obligations hereunder shall be
deemed to be joint and several. In like manner, in the event that the Tenant
named in this Lease shall be a partnership or other business association, the
members of which are by virtue of stature or general law subject to personal
liability, then, and in that event, the liability of each such member shall be
deemed to be joint and several. Notwithstanding any other provisions hereof, or
of any rule or provisions of law, the failure or refusal by Landlord to
proceed, in the event of a breach or default by Tenant against all the
individuals, corporations partnerships or other business associations
comprising the Tenant (or any combination of two or more thereof) or against
Tenant or against one or more of the guarantors or other parties with liability
for the performance of any or all of Tenant’s or any guarantor’s obligations,
shall not be deemed to be a release or waiver of any rights which Landlord may possess
against such other individuals, corporations, partnerships, or other business
associations not so proceeded against, nor shall the granting by Landlord of a
release of, or execution of a


 


33

















 


covenant not to sue, any one
or more of the individuals, corporations, partnerships, or other business
associations comprising the Tenant (or any combination of two or more thereof)
or the guarantors or other parties with liability for the performance of any or
all of Tenant’s or any guarantor’s obligations, constitute a release or waiver,
in whole or in part, of any rights which Landlord may possess against such
other individuals, corporations’, partnerships, or associations not so released
or granted a covenant not to sue.


 


23.                               DEFINITIONS


 


23.1                        Pronouns. Feminine or neuter pronouns shall be
substituted for those of the masculine form, and the plural shall be
substituted for the singular number, in any place or places herein in which the
context may require such substitution or substitutions, Landlord and
Tenant herein for convenience have been referred to in the neuter form.


 


23.2                        Demised Premises. Wherever the word “premises” or the phrase “demised
premises” is used in this Lease, it shall refer to the Demised Premises
described in Section 1.1, unless the context clearly requires otherwise.


 


23.3                        Lease Term. Wherever the phrase “Lease Term” or the
phrase “term of this Lease” is used in this Lease, it shall refer to the Lease
Term described in Section 1.2(a) and any extensions and renewals
thereof validly and timely exercised by Tenant, unless the context clearly
requires otherwise.


 


23.4                        Tenant’s Property. Wherever the phrase “Tenant’s Property” is
used in this Lease, it shall refer to the Tenant’s Property described in Section 12.9(a),
unless the context clearly requires otherwise.


 


23.5                        Leasehold Improvements. Wherever the phrase “Leasehold Improvements”
is used in this Lease, it shall refer to the Leasehold Improvements described
in Section 12.9(a), unless the context clearly requires otherwise.


 


24.                               NOTICE TO PARTIES


 


24.1                        Addresses for Notices. All notices required or desired to be given
hereunder by either party to the other shall be in writing and personally
delivered or given by overnight express delivery, service or by certified or
registered mail (delivery and/or postage charges prepaid) and addressed as
specified in Section 1.9. Either party may, by like written notice,
designate a new address to which such notices shall be directed.


 


24.2                        Effective Date of Notice. Notices personally delivered shall be
deemed effective upon delivery, notices sent by certified or registered mail
shall be deemed effective upon the earlier of (i) the date of receipt or
rejection by the addressee, or (ii) three (3) days following the date
of mailing (excluding Sundays and holidays on which mail is not delivered by
the United States Postal Service). Notwithstanding the foregoing, any notice
pertaining to a change of address of a party shall be deemed effective only
upon receipt or rejection by the party to whom such notice is sent.


 


25.                               NOTICE TO MORTGAGEES


 


In
addition to any notices required by Section 13.4, if any mortgagee shall
notify Tenant that it is the holder of a mortgage affecting the Demised
Premises and that it is requesting Tenant to provide the mortgagee with copies
of notices sent by Tenant to Landlord, no notice, request or demand thereafter
sent by Tenant to Landlord shall be effective unless and until a copy of the
same shall also be sent to such mortgagee in the manner prescribed in Section 24
and to such address as such mortgagee or trustee shall designate.


 


26.                               SPECIAL PROVISIONS; EXHIBITS


 


26.1                        Incorporation in Lease. It is agreed and understood that any
Special Provisions and Exhibits referred to in Sections 1.10 and 1.11,
respectively, and attached hereto, form an integral part of this
Lease and are hereby incorporated by reference.


 


26.2                        Conflicts. If there is a conflict between a Special
Provision hereto and the Exhibits, Specific Provisions or General Provisions,
of this Lease, the Special Provision shall govern. If there is a conflict
between a Specific Provision and the Exhibits or General Provisions of this
Lease, the Specific Provision shall govern. If there is a conflict between the
Exhibits and the General Provisions, the Exhibits shall govern.


 


34

















 


27.                               CAPTIONS


 


All
section and paragraph captions herein are for the convenience of the
parties only, and neither limit nor amplify the provisions of this Lease.


 


28.                               ENTIRE AGREEMENT:
MODIFICATION


 


This
Lease, all Exhibits, and the Specific and Special Provisions incorporated
herein by reference are intended by the parties as a final expression of their
agreement and a complete and exclusive statement of the terms thereof, all
negotiations, considerations and representations between the parties having
been incorporated herein. No course of prior dealings between the parties or
their officers, partners, employees, agents or affiliates shall be relevant or
admissible to supplement, explain or vary any of the terms of this Lease, the
Exhibits and the Specific and Special Provisions. Acceptance of, or acquiescence
in, a course of performance rendered under this or any prior agreement between
the parties, their agents or their affiliates shall not be relevant or
admissible to determine the meaning of any of the terms of this Lease, the
Exhibits and the Specific and Special Provisions. Tenant hereby acknowledges
that Landlord, Landlord’s Agent and their respective agents and employees made
no representations, warranties, understandings or agreements pertaining to the
condition of the Building or the Demised Premises, or otherwise, which have
induced Tenant to execute, or have been relied upon by Tenant in the execution
of this Lease, other than those specifically set forth herein. This Lease can
be modified only by a writing signed by both parties hereto. The language of
this Lease shall in all cases be construed as a whole and according to its fair
meaning, and not strictly for or against either Landlord or Tenant. The
interpretation or construction of this Lease shall be unaffected by any
argument or claim, whether or not justified, that this Lease has been prepared,
wholly or in substantial part, by or on behalf of Landlord or Tenant. Tenant
acknowledges that it has had, or has had the opportunity to have, legal counsel
of Tenant’s choice to negotiate on behalf of (and/or explain to) Tenant the
provisions of this Lease. Any consent or approval required or desired of
Landlord, or any decision under this Lease committed to the discretion of
Landlord hereunder, may be withheld, delayed, conditioned or exercised by
Landlord in its sole, absolute and arbitrary discretion unless the provision of
this Lease requiring such consent or approval, or decision under this Lease
committed to the discretion of Landlord, expressly states that Landlord shall
not withhold, delay, condition or exercise such consent, approval or discretion
unreasonably.


 


29.                               GOVERNING LAW: SEVERABILITY


 


This
Lease shall be governed by and construed in accordance with the laws of
jurisdiction where the Building is located. The unenforceability, invalidity, or
illegality of any provision herein shall not render any other provision herein
unenforceable, invalid, or illegal.


 


30.                               BINDING EFFECT OF LEASE


 


The
submission of an unsigned copy of this document to Tenant for examination or
signature shall not constitute an option, reservation or offer to lease space
in the Building. This Lease shall become effective and binding only upon
execution and delivery by both Landlord and Tenant, and shall be enforceable in
accordance with its terms from and after the date this Lease is fully executed
and delivered by Landlord and Tenant.


 


31.                               FORCE MAJEURE


 


If
Landlord is in any way delayed or prevented from performing any obligation due
to fire, act of God, governmental act or failure to act, labor dispute,
inability to procure materials or any cause beyond Landlord’s reasonable
control (whether similar or dissimilar to the foregoing named events), then the
time for performance of such obligation shall be excused for the period of such
delay or prevention and extended for a period equal to the period of such delay
or prevention.


 


32.                               RECORDATION


 


Neither
this Lease nor a memorandum hereof shall be recorded by Tenant. Any violation
of this Section shall be a default hereunder and Tenant agrees to pay all
costs and expenses, including attorneys’ fees, necessary to remove this Lease
or any memorandum hereof from record. Tenant irrevocably constitutes and
appoints Landlord as its special attorney-in-fact to prepare, execute and
record such instrument(s), the foregoing power of attorney being deemed to be
coupled with an interest.


 


35

















 


33.                               TIME OF ESSENCE


 


Tenant
acknowledges that time is of the essence in its performance of any and all
obligations, terms and provisions of this Lease.


 


34.                               BROKERS


 


Tenant
represents and warrants that it did not retain, nor consult with, any broker or
real estate salesperson (other than Papadopoulos Properties, Inc. and
Landlord’s Agent) with respect to this Lease. Tenant agrees to indemnify and
hold Landlord and Landlord’s Agent harmless from and against any claims for
brokerage or other commissions and any claims of, or right to, a lien under
applicable law relating to real estate broker liens, arising by reason of a
breach by Tenant of the foregoing representation and warranty. Tenant agrees to
pay, or upon demand reimburse Landlord and Landlord’s Agent for all costs and
expenses, including attorneys’ fees, necessary to remove from record any lien
filed against the rents payable pursuant to this Lease and/or against the
Demised Premises and/or the Building, by reason of a breach by Tenant of the
foregoing representation and warranty.


 


35.                               RELATIONSHIP OF LANDLORD AND
TENANT


 


Nothing
in this Lease shall be interpreted or construed as creating any partnership,
joint venture, agency or any other relationship between the parties, other than
that of landlord and tenant.


 


36.                               FINANCIAL STATEMENTS


 


Tenant
agrees, from time to time (but no more than two times per year), upon not less
than fifteen (15) days prior written notice by Landlord, to deliver to Landlord
the most recently prepared copy of Tenant’s financial statements.


 


37.                               LENDER’S APPROVAL


 


This
Lease is contingent upon the lender who currently holds the first lien which
encumbers the Building approving the Lease. In the event that such lender does
not approve the Lease, Landlord shall have the right to terminate this Lease.


 


38.                               COUNTERPARTS


 


This
Lease may be executed in several counterparts, but all counterparts shall
constitute one and the same document.


 


39.                               REMOVAL OF DATA AND
TELECOMMUNICATIONS WIRES


 


(a)                                  Within thirty (30) days after the expiration
or earlier termination of the Lease or at any time that any of the Wires (as
defined herein) are no longer in active use by Tenant, Landlord may elect
(“Election Right”) by written notice to Tenant to:


 


(i)                                     Retain any or all wires, cables, and similar
installations appurtenant thereto installed by or on behalf of Tenant (“Wires”)
within the Demised Premises or anywhere in the Building outside the Demised Premises,
including, without limitation, the plenums or risers of the Building;


 


(ii)                                  Remove any or all of the Wires and restore
the Demised Premises or the Building, as the case may be, to their
condition existing prior to the installation of the Wires (“Wire Restoration
Work”) Landlord, at its option may perform such Wire Restoration Work
at Tenant’s sole cost and expense; or


 


(iii)                               Require Tenant to perform all or part of
the Wire Restoration Work at Tenant’s sole cost and expense.


 


(b)                                 Tenant shall comply with all applicable laws
with respect to the Wires, subject to Landlord’s right to elect to retain the
Wires. In the event that Tenant discontinues the use of all or any part of
the Wires or is no longer using all or any part of the Wires, Tenant shall
within thirty (30) days thereafter, notify Landlord of same in writing,
accompanied by a plan or other reasonable description of the current type,
quantity, points of commencement and termination, and routes of the Wires to
allow Landlord to determine if Landlord desires to retain same.


 


36

















 


(c)                                  In the event Landlord elects to retain any or
all of the Wires pursuant to Section 39(a)(i) hereof, Tenant
covenants that:


 


(i)                                     Tenant shall be the sole owner of the Wires,
Tenant shall have the right to surrender the Wires, and the Wires shall be free
of all liens and encumbrances; and


 


(ii)                                  All Wires shall be left in good condition,
working order, properly labeled and capped or sealed at each end and in each
telecommunications/electrical closet and junction box, and in safe condition.


 


Notwithstanding anything to
the contrary in Section 15 of the Lease, Landlord may retain Tenant’s
Security Deposit after the expiration or earlier termination of the Lease until
one of the following events has occurred with respect to all of the Wires:


 


(i)                                     Landlord elects to retain the Wires;


 


(ii)                                  Landlord elects to perform the Wire
Restoration Work and the Wire Restoration Work is complete and Tenant has fully
reimbursed Landlord for all costs related thereto; or


 


(iii)                               Landlord elects to require Tenant to perform the
Wire Restoration Work and the Wire Restoration Work is complete and Tenant has
paid for all costs related thereto.


 


(d)                                 In the event that Tenant fails or refuses to
pay all costs of the Wire Restoration Work within thirty (30) days of Tenant’s
receipt of Landlord’s notice requesting Tenant’s reimbursement for or payment
of such costs or otherwise fails to comply with the provisions of this Section,
Landlord may apply all or any portion of Tenant’s Security Deposit toward
the payment of any costs or expenses relative to the Wire Restoration Work or
Tenant’s obligations under this Section. The retention or application of such
Security Deposit by Landlord pursuant to this Section does not constitute
a limitation on or waiver of Landlord’s right to seek further remedy under law
or equity.


 


(e)                                  The provisions of this Section shall
survive the expiration or earlier termination of the Lease.


 


37

















 


EXHIBIT A


 


FLOOR PLAN


 





 


 


38

















 


EXHIBIT B


 


BUILDING RULES AND REGULATIONS


 


1.                          Tenant shall not obstruct or interfere with
the rights of other tenants of the Building or the Complex, or of persons having
business in the Building or the Complex, or in any way injure or annoy such
tenants or persons. Tenant will not conduct any activity within the Demised
Premises which will create excessive traffic or noise anywhere in the Building
or the Complex. Tenant shall not bring or keep within the Building any animal,
bicycle, motorcycle, or type of vehicle except as required by law.


 


2.                          Tenant shall promptly report to Landlord’s
Agent all accidents and incidents occurring on or about the Demises Premises,
the Building and/or the Complex which involve or relate to the security and
safety of persons and/or property.


 


3.                          Tenant shall use and occupy the Demised
Premises only for the purposes specified in Section 1.8 of the Lease and
for no other purpose whatsoever, and shall comply, and cause its employees,
agents, contractors, invitees and other users of the Demised Premises to
comply, with applicable zoning and other municipal regulations, including but
not limited to smoking regulations. Canvassing, soliciting and peddling in the
Building or anywhere in the Complex are prohibited, and Tenant shall cooperate
to prevent such activities.


 


4.                          All office equipment and any other device of
any electrical or mechanical nature shall be placed by Tenant in the Demised
Premises in settings approved by Landlord, so as to absorb or prevent any
vibration, noise, or annoyance. Tenant shall not construct, maintain, use or
operate within the Demised Premises or elsewhere in the Building or outside of
the Building any equipment or machinery which produces music, sound or noise,
which is audible beyond the Demised Premises. Tenant shall not cause
objectionable noises, vibrations or odors within the Building.


 


5.                          Tenant shall not deposit any trash, refuse,
cigarettes, or other substances of any kind within or out of the Building,
except in the refuse containers provided therefor. No material shall be placed
in the trash boxes or receptacles if such material is of such nature that it may not
be disposed of in the ordinary and customary manner of removing and disposing
of office building trash and garbage without being in violation of the Lease or
any law or ordinance governing such disposal. Tenant shall be charged the cost
of removal for any items left by Tenant that cannot be so removed. All garbage
and refuse disposal shall be made only through entry ways and elevators
provided for such purposes and at such times as Landlord shall designate.
Tenant shall not introduce into the Building any substance which might add an
undue burden to the cleaning or maintenance of the Demised Premises or the
Building. Tenant shall exercise its best efforts to keep the sidewalks,
entrances, passages, courts, lobby areas, garages or parking areas, elevators,
escalators, stairways, vestibules, public corridors and halls in and about the
Building (hereinafter “Common Areas”) clean and free from rubbish. Tenant shall
not cause any unnecessary labor by reason of Tenant’s carelessness or
indifference in the preservation of good order and cleanliness.


 


6.                          Tenant shall use the Common Areas only as a
means of ingress and egress, and Tenant shall permit no loitering by Tenant’s
agents, employees, visitors or invitees upon Common Areas or elsewhere within
the Building. Tenants shall comply, and cause its employees, agents,
contractors, invitees and other users of the Demised Premises to comply, with
all rules and regulations adopted by Landlord governing the use of the
Common Areas. The Common Areas and roof of the Building are not for the use of
the general public, and Landlord shall in all cases retain the right to control
or prevent access thereto by all persons whose presence, in the judgment of
Landlord, shall be prejudicial to the safety, character, reputation or
interests of the Building and its tenants. Tenant shall not enter or install
equipment in the mechanical moms, air conditioning rooms, electrical closets,
janitorial closets, or similar areas or go upon the roof of the Building
without the prior written consent of Landlord. Tenant shall not install any radio
or television antenna, loudspeaker, or other device on the roof of exterior
walls of the Building, Tenants shall not, nor shall Tenant’s agents, employees
or contractors, enter or install equipment in or at the equipment room(s) or
closet(s), inside telecommunications and/or data transmission wire space and/or
conduits or the telephone wire demarcation point in the Building without
Landlord’s prior consent.


 


7.                          Without limitation upon any of the provisions
of the Lease. Tenant shall not mark, paint, drill into, cut string wires
within, or in any way deface any part of the Building, without the prior
written consent of


 


39

















 


Landlord,
and as Landlord may direct. Upon removal of any wall decorations or
installations or floor coverings by Tenant, any damage to the walls or floors
shall be repaired by Tenant at Tenant’s sole cost and expense. Tenant shall not
lay linoleum or similar floor coverings so that the same shall come into direct
contact with the floor of the Demised Premises and, if linoleum or other
similar floor covering is to be used, an interlining of builder’s deadening
felt shall be first affixed to the floor, by a paste or other materials soluble
in water. The use of cement or other similar adhesive material is expressly
prohibited. Floor distribution boxes for electric and telephone wires must
remain accessible at all times.


 


8.                          Tenant shall not install or permit the
installation of any awnings, shades, mylar films or sunfilters on windows.
Tenant shall cooperate with Landlord in obtaining maximum effectiveness of the
cooling system of the Building by closing drapes and other window coverings
when the sun’s rays fall upon windows of the Demised Premises. Tenant shall not
obstruct, alter or in any way impact the efficient operation of the systems,
nor shall Tenant tamper with or change the setting of any thermostat or
temperature control valves in the Building (this is not applicable in VAV
buildings). Tenant shall not cover induction units.


 


9.                          Tenant shall not use the washrooms, restrooms
and plumbing fixtures of the Building, and appurtenances thereto, for any
purpose other than the purpose for which they were constructed, and Tenant
shall not deposit any sweepings, rubbish, rags, or toxic or flammable products,
or other improper substances, therein. Tenant shall not waste water by
interfering or tampering with the fancets or otherwise. If Tenant or Tenant’s
employees, agents, contractors, jobbers, licenses, invitees, guests or visitors
cause any damage to such washrooms, restrooms, plumbing fixtures or
appurtenances, such damage shall be repaired at Tenant’s expense, and Landlord
shall not be responsible therefor.


 


10.                    Subject to applicable fire or other safety
regulations, all doors opening onto Common Areas and all doors upon the
perimeter of the Demised Premises shall be kept closed and, during non-business
hours, locked, except when in use for ingress or egress. If Tenant uses the
Demised Premises after regular business hours or no non-business days. Tenant
shall lock any entrance doors to the Building or to the Demised Premises used
by Tenant immediately after using such doors. Tenant shall cooperate with
energy conservation by limiting use of lights to areas occupied during
non-business hours.


 


11.                    Employees of Landlord shall not receive or
carry messages for or to Tenant or any other person, nor contract with nor
render free or paid services to Tenant or Tenant’s employees, contractors,
jobbers, agents, invites, licenses, guests or visitors. In the event that any
of Landlord’s employees perform any such services, such employees shall be
deemed to be the agents of Tenant regardless of whether or how payment is
arranged for such services, and Tenant hereby indemnifies and holds Landlord
harmless from any and all liability in connection with any such services and
any associated injury or damage to property or injury or death to persons
resulting therefrom.


 


12.                    All keys to the exterior doors of the Demised
Premises shall be obtained by Tenant from Landlord, and Tenant shall pay to
Landlord a reasonable deposit determined by Landlord from time to time for such
keys. Tenant shall not make duplicate copies of such Keys. Tenant shall, upon
the termination of its tenancy, provided Landlord with the Combinations to all
combination locks on safes, safe cabinets, and other key-controlled mechanisms
therein, whether or not such keys were furnished to Tenant by Landlord. In the
event of the loss of any key furnished to Tenant by Landlord. Tenant shall pay
to Landlord the cost of replacing the same or of changing the lock or locks
opened by such lost key if Landlord shall deem it necessary to make such a
change. The word “Key” as used herein shall refer to keys, keycards, and all
such means of obtaining access through restricted access systems.


 


13.                    No signs, advertisements or notes shall be
painted or affixed on or to any windows, doors or other parts of the Building
visible from the exterior (other than as expressly permitted by the terms of
the Lease), or to any Common Area or Public area of the Building.


 


14.                    Landlord will provide and maintain a
directory board for the Building, in the main lobby of the Building, and no
other directories shall be allowed.


 


15.                    All contractors, contractors’ representatives
and installation technicians tendering any service to Tenant shall be referred
by Tenant to Landlord for Landlord’s supervision, approval and control before
the performance of any contractual service. This provision shall apply to all
work performed in the Building.


 


40

















 


16.                    After initial occupancy, movement in or out
of the Building of furniture or office equipment, or dispatch or receipt by
Tenant of any bulky material, merchandise or material which requires use of elevators
shall be restricted to the use of freight elevators only. Absolutely no carts
or dollies are allowed through the main entrances or on passenger elevators.
All items not hand carried must be delivered via the appropriate loading dock
and freight elevator, if any.


 


17.                    No portion of the Demised Premises shall at
any time be used or occupied as sleeping or lodging quarters.


 


18.                    Landlord shall have the power to prescribe
the weight and position of sales and other heavy equipment, which shall in all
cases, to distribute weight, stand on supporting devices approved by Landlord.
All damages done to the Building by taking in or putting out any property of
Tenant, or done by Tenant’s Property while in the Building, shall be repaired
at the expense of Tenant.


 


19.                    For purposes hereof, the terms “Landlord”, “Landlord’s
Agent”, “Tenant”, “Complex”, “Building”, “Demised Premises”, “Tenant’s Property”
and “Systems” are defined in the Lease to which these rules and
regulations are attached. Wherever these terms appear in the rules and
regulations they shall have the same meaning as defined in the Lease.


 


20.                    These Rules and Regulations are in
addition to, and shall not be construed to in any way modify or amend, in whole
or in part, the agreements, covenants, conditions and provisions of any lease
of any premises in the Building.


 


41

















 


EXHIBIT C


 


CLEANING SPECIFICATIONS


 


A.                      DAILY - Monday through Friday, except legal
holidays.


 


1.                         Empty waste baskets, clean ashtrays.


 


2.                         Dust accessible areas of desk tops.


 


3.                         Vacuum carpet in all areas of the Demised
Premises.


 


4.                         Mop spillages on tile floors.


 


5.                         Clean lavatories and replace supplies.


 


6.                         Dust and mop kitchens within the Demised
Premises, provided that Tenant shall be responsible for the cleaning of any
dishes, glasses or utensils in the kitchen areas. Tenant shall maintain any
coffee pots and utensils located in the Demised Premises.


 


B.                        WEEKLY


 


1.                         Dust accessible areas of furniture,
convectors and other furnishings.


 


2.                         Clean glass in doors and partitions.


 


C.                        MONTHLY


 


1.                         Mop and buff tile floors.


 


2.                         Dust Venetian blinds, window frames and
exterior of lighting fixtures.


 


3.                         Spot clean walls.


 


4.                         Clean telephopnes.


 


D.                       QUARTERLY


 


1.                         Clean and refinish tile floors where
necessary.


 


2.                         Clean baseboards.


 


E.                         SEMI-ANNUALLY


 


1.                         Wash windows.


 


F.                         ANNUALLY


 


1.                         Wash light fixtures and lenses.


 


2.                         Clean Venetian blinds.


 


	
  NOTE:

  	
   

  	
  Cleaners will not move
  papers or other materials from surfaces to be cleaned, dusted or vacuumed.
  Trash not in wastebaskets should be clearly marked “TRASH”. Cleaning of
  private kitchens and baths is the responsibilty of the Tenant.

  



 


42

















 


EXHIBIT D


 


CERTIFICATE OF COMMENCEMENT


 


THIS
CERTIFICATE OF COMMENCEMENT (“Certificate”) is made this
                
day of
                ,
20  , by and between ELIZABETHEAN COURT ASSOCIATES III LIMITED
PARTNERSHIP, a Maryland limited partnership (“Landlord”) and SPHERIX
CORPORATION, a Delaware corporation (“Tenant”).


 


WHEREAS,
Landlord and Tenant have entered into a Lease dated
                 ,
20   (“Lease”).


 


WHEREAS,
the Commencement Date of the Lease is dependent upon the occurrence of certain
events, and


 


WHEREAS,
those certain events have occurred and Landlord and Tenant now desire to
specify the Commencement Date of the Lease Term for purposes of establishing
the term of the Lease and the schedule for payment of rent during said
period.


 


NOW,
THEREFORE, in consideration of the premises, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged.
Landlord and Tenant warrant and represent each to the other as follows:


 


1.                         The Commencement Date of the Lease Term is
                      ,
20  .


 


2.                         The Expiration Date of the Lease Term is
                      ,
20  .


 


3.                         The Rentable Area of the Demised Premises is
             square
feet.


 


4.                         Tenant’s Proportionate Share is
            
percent.


 


5.                         The Base Annual rent is
$          .


 


6.                         The Base Monthly Rent is $       .


 


IN
WITNESS WHEREOF, Landlord and Tenant do hereby execute this Certificate under
seal on the day and year first above written.


 


	
  WITNESS:

  	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ELIZABETHEAN
  COURT ASSOCIATES III 

  LIMITED PARTNERSHIP, a Maryland limited 

  partnership

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By: 

  	
  WESTMORELAND BUILDING

  
	
   

  	
   

  	
   

  	
  CORPORATION, General
  Partner

  
					



 


 


	
   

  	
   

  	
  By:

  	
   

  	
   (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title: 

  	
   

  



 


	
  WITNESS:

  	
   

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SPHERIX
  CORPORATION, a
  Delaware corporation

  



 


	
   

  	
   

  	
   

  	
  By:

  	
   

  	
   (SEAL)

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  



 


43

















 


EXHIBIT E


 


INTENTIONALLY DELETED


 


 


44

















 


EXHIBIT F


 


WORK AGREEMENT


 


This
Exhibit is attached to and made a part of that certain Office
Building Lease dated as of October 4, 2007 (the “Lease”), by and between
Elizabethean Court Associates III Limited Partnership (“Landlord”) and Spherix
Corporation, a Delaware corporation (“Tenant”). Terms used but not defined in
this Exhibit shall have the meaning ascribed to them in the Lease.


 


1.                                       Tenant’s Authorized Representative. Tenant designates Clare Kruger and Kathy
Brailer (each such person shall be deemed a “Tenant’s Authorized Representative”)
as the person authorized to initial all plans, drawings, change orders and
approvals pursuant to this Exhibit. Landlord shall not be obligated to respond
to or act upon any such item until such item has been initiated by Tenant’s
Authorized Representative.


 


2.                                       Leasehold Improvements. Commencing with the Demised Premises in
their “as is” condition as of the date hereof. Landlord or its designated
contractor shall install in the Demised Premises those initial improvements
specified in final space plans and construction and engineering drawings
approved by Landlord (the “Leasehold Improvements”). Landlord shall not be obligated
to provide any improvements, and the Demised Premises shall be delivered
containing no property of any kind, other than the Leasehold Improvements.
Landlord or its contractor shall be available as reasonably required by Tenant
throughout the design construction process to provide Tenant with budgeting and
value engineering assistance. Tenant shall pay all costs and expenses
(including a fee for Landlord’s construction management services in an amount
equal to five percent (5%) of the hard construction costs incurred in
connection with the build out of the Demised Premises, and the cost of any
services provided by Landlord’s architect or engineer) incurred in connection
with the Leasehold Improvements to the extent such costs and expenses exceed an
allowance in an amount equal to the product of Thirty and 00/100 Dollars
($30.00) multiplied by the number of square feet of rentable area contained
within the Demised Premises (the “Allowance”). Tenant shall not receive any
credit, cash or otherwise, for any unused portion of the Allowance. Tenant
shall pay fifty percent (50%) of Landlord’s reasonable estimate of those costs
and expenses (if any) which exceed the Allowance on or before the later to
occur of (i) the earlier to occur of (A) the date the preliminary
space plan is prepared and delivered to Tenant, or (B) the date of Tenant’s
execution of the Lease, or (ii) the tenth (10th) day after the
date Landlord gives Tenant notice of Landlord’s estimate of such expenses.
Tenant shall pay the remainder of such estimate within ten (10) days after
Tenant’s receipt of a notice stating that the Leasehold Improvements are fifty
percent (50%) complete, as reasonably determined by Landlord. Tenant shall pay
for all such costs and expenses (minus any estimated payments made as
aforesaid) when the Leasehold Improvements are substantially complete and
Tenant receives a bill therefor. Tenant shall pay such bill, if any, no later
than the earlier of the Commencement Date or ten (10) days after Tenant’s
receipt thereof. All amounts payable pursuant to this Exhibit by Tenant
shall be considered additional rent and are subject to the provisions of the
Lease.


 


3.                                       Schedule.


 


(a)                                  If any plans and drawings are prepared by
Landlord’s architect or engineer, such plans and drawings will be prepared on
Tenant’s behalf and Tenant shall be solely responsible for the timely
completion of all plans and drawings and for their compliance with all Laws.
Certain plans and specifications for the Building are available for Tenant’s
inspection at Landlord’s offices. All of Tenant’s plans shall be prepared by a
licensed architect and engineer approved by Landlord shall be in a form sufficient
to secure the approval of government authorities with jurisdiction over the
approval thereof, and shall be otherwise satisfactory to Landlord.


 


(b)                                 Tenant shall submit to Landlord a final space
plan and all specifications, details, finishes (including, without limitation,
paint and carpet selections), elevations and sections, all as approved by
Tenant and Landlord (“Tenant’s Space Plan”), on or before September 24,
2007. Tenant’s Space Plan shall indicate partition layout, door location,
special equipment types, floor load requirements exceeding fifty (50) pounds
per square foot live load, telephone and electrical outlet locations, and the
seating capacity of all conference rooms.


 


(c)                                  If required by Landlord in order to construct
the work contemplated by this Exhibit. Tenant shall submit to Landlord final
architectural working drawings approved by Tenant and Landlord on or before October 22,
2007. Such architectural working drawings shall include master legend,
construction plan, reflected ceiling plan, telephone and electrical outlet
layout, finish plan and all architectural details, elevations and specifications
necessary to construct the Demised Premises. To the extent necessary, promptly
after


 


45

















 


submission of the final
architectural working drawings, final engineering working drawings and an
estimation of the cost of providing the Leasehold Improvements shall be
prepared.


 


(d)                                 The deadlines specified in this Paragraph
shall apply whether plans and drawings are prepared by Landlord’s architect or
engineer or an architect or engineer selected by Tenant. All deadlines must be
met in order to allow Landlord sufficient time to review plans and drawings,
discuss with Tenant any changes thereto which Landlord believes to be necessary
or desirable and complete substantially the Premises within the time frame
provided in Article III of the Lease. The parties intend for each such
deadline to be the applicable deadline, even if any such deadline is before the
date the Lease is executed.


 


4.                                       Approval. All plans and drawings (and changes thereto) shall be subject to
Landlord’s written approval. Such approval shall not constitute either (a) approval
of any delay caused by Tenant or a waiver of any right or remedy that may arise
as a result of such delay, or (b) Landlord’s representation that such
approved plans, drawings or changes comply with all Laws.


 


5.                                       Change Orders. If Tenant requests any change or addition
to the work or materials to be provided by Landlord pursuant to this Exhibit after
Tenant’s approval of the final space plan, then Landlord shall not be obligated
to perform such change or addition. All additional expenses attributable
to any change order requested by Tenant and approved by Landlord shall be
payable by Tenant prior to the performance of the work contemplated by such
change order. If Landlord submits an estimate of the additional expenses
attributable to a change order, then Tenant shall pay such estimated additional
expenses prior to the performance of the work contemplated by such change
order. If the actual additional expenses attributable to such change order
exceed such estimated additional expenses, then Tenant shall pay the amount of
such excess no later than the earlier of the Commencement Date or ten (10) days
after Tenant’s receipt of a bill therefor. If such estimated additional
expenses exceed the actual additional expenses attributable to such change
order, then the amount of such excess shall be credited against the first
installment(s) of rent.


 


6.                                       Substantial Completion.


 


(a)                                  Except as provided in Paragraph 6(b), the
Demised Premises shall be deemed to have been substantially complete when the
work and materials to be provided pursuant to this Exhibit [except for
items of work and adjustment of equipment and fixtures that can be completed
after the Premises are occupied without causing substantial interference with
Tenant’s use of the Demised Premises (i.e., the “punch list” items)]
have been completed, as reasonably determined by Landlord.


 


(b)                                 If Landlord shall be delayed in completing
the work and materials to be provided pursuant to this Exhibit as a result
of (1) Tenant’s failure to comply with any of the deadlines specified in
this Exhibit or with any of the other requirements of this Exhibit or
the Lease, (2) Tenant’s request for modifications to plans or working
drawings subsequent to the date such plans or working drawings are approved by
Landlord. (3) Tenant’s failure to pay when due any amount required
pursuant to this Exhibit. (4) Tenant’s request for long lead time
materials, finishes or installations, or (5) the performance of any work,
or the entry into the Demised Premises, by Tenant or any person or firm
employed or retained by Tenant, then for purposes of determining the
Commencement Date, the work and materials to be provided pursuant to this Exhibit shall
be deemed to have been substantially complete on the date that Landlord
determines in its reasonable judgment that such work and materials would have
been substantially complete if such delay(s) had not occurred.


 


7.                                       Possession. Tenant’s taking of possession of the Demised Premises shall
constitute Tenant’s acknowledgement that the Demised Premises are in good
condition and that all work and materials are satisfactory, except as to any
defect or incomplete work that is described in a written notice given by Tenant
to Landlord not later than the day Tenant takes possession of the Premises.
Tenant and its agents shall have no right to make any alteration in the
Premises until Tenant submits such written notice. Landlord will correct and
complete those defects and incomplete items described in such notice which
Landlord confirms, in its reasonable judgment, are in fact defects or
incomplete items. At Landlord’s request. Tenant shall accompany Landlord to
prepare the punch list on or before the date Tenant takes possession of the
Premises.


 


46

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  	
   

  	
  Page

  
	
  1. 

  	
   

  	
  SPECIFIC PROVISIONS

  	
  1

  
	
   

  	
  1.1 

  	
  PREMISES

  	
  1

  
	
   

  	
   

  	
  (a)

  	
  Demised Premises

  	
  1

  
	
   

  	
   

  	
  (b)

  	
  Rentable Area

  	
  1

  
	
   

  	
   

  	
  (c)

  	
  Complex

  	
  1

  
	
   

  	
   

  	
  (d)

  	
  Building

  	
  1

  
	
   

  	
   

  	
  (e)

  	
  Address

  	
  1

  
	
   

  	
  1.2 

  	
  LEASE
  DATES

  	
  1

  
	
   

  	
   

  	
  (a)

  	
  Lease Term

  	
  1

  
	
   

  	
   

  	
  (b)

  	
  Base Year

  	
  1

  
	
   

  	
   

  	
  (c)

  	
  Fiscal Year

  	
  1

  
	
   

  	
   

  	
  (d)

  	
  Lease Year

  	
  1

  
	
   

  	
   

  	
  (e)

  	
  Calendar Year

  	
  1

  
	
   

  	
  1.3 

  	
  BASE
  ANNUAL RENT 

  	
  1

  
	
   

  	
   

  	
  (a)

  	
  Initial Base Annual Rent

  	
  1

  
	
   

  	
   

  	
  (b)

  	
  Percentage Factor

  	
  2

  
	
   

  	
  1.4 

  	
  BASE YEAR
  COSTS 

  	
   

  
	
   

  	
  1.5 

  	
  ADDITIONAL
  RENT 

  	
  2

  
	
   

  	
   

  	
  (a)

  	
  Increases in Real Estate Taxes

  	
  2

  
	
   

  	
   

  	
  (b)

  	
  Increases in Operating Expenses

  	
  2

  
	
   

  	
  1.6 

  	
  SECURITY
  DEPOSIT

  	
  2

  
	
   

  	
  1.7 

  	
  STANDARD
  BUILDING OPERATING DAYS AND HOURS

  	
  2

  
	
   

  	
  1.8 

  	
  USE OF
  PREMISES

  	
  2

  
	
   

  	
  1.9 

  	
  ADDRESSES

  	
  2

  
	
   

  	
   

  	
  (a)

  	
  ADDRESS  FOR  NOTICES  TO  TENANT

  	
  2

  
	
   

  	
   

  	
  (b)

  	
  ADDRESSES  FOR  NOTICES  TO  LANDLORD

  	
  2

  
	
   

  	
   

  	
  (c)

  	
  ADDRESS  FOR  PAYMENT  OF  RENT

  	
  3

  
	
   

  	
  1.10 

  	
  SPECIAL
  PROVISIONS

  	
  3

  
	
   

  	
  1.11 

  	
  EXHIBITS
  TO LEASE

  	
  3

  
	
   

  	
   

  	
   

  	
   

  
	
  2. 

  	
   

  	
  RENT

  	
   

  	
  3

  
	
   

  	
  2.1 

  	
  BASE ANNUAL RENT

  	
  3

  
	
   

  	
   

  	
  (a)

  	
  Payment of Base Annual Rent

  	
  3

  
	
   

  	
   

  	
  (b)

  	
  Escalation of Base Annual Rent

  	
  4

  
	
   

  	
  2.2 

  	
  ADDITIONAL RENT

  	
  4

  
	
   

  	
   

  	
  (a)

  	
  Real Estate Taxes

  	
  4

  
	
   

  	
   

  	
  (b)

  	
  Operating Expenses

  	
  5

  
	
   

  	
  2.3 

  	
  ADDITIONAL RENT ESTIMATES  AND ADJUSTMENTS

  	
  5

  
	
   

  	
   

  	
  (a)

  	
  Initial Additional Rent Adjustments

  	
  5

  
	
   

  	
   

  	
  (b)

  	
  Annual Budget

  	
  6

  
	
   

  	
   

  	
  (c)

  	
  Additional Rent Reconciliations

  	
  6

  
	
   

  	
   

  	
  (d)

  	
  Verification of Additional Rent

  	
  6

  
	
   

  	
   

  	
  (e)

  	
  Fiscal Year

  	
  6

  
	
   

  	
  2.4 

  	
  RENT ADJUSTMENT LIMIT

  	
  6

  
	
   

  	
  2.5 

  	
  SURVIVAL  OF RENT OBLIGATION

  	
  6

  
	
   

  	
  2.6 

  	
  PRO RATA SHARE

  	
  7

  
	
   

  	
   

  	
  2.7 PRORATED RENT

  	
  7

  
	
   

  	
  2.8 

  	
  APPLICATION  OF RENT

  	
  7

  
	
   

  	
  2.9 

  	
  LATE-PAYMENT FEE  AND INTEREST CHARGE

  	
  7

  
	
   

  	
  2.10 

  	
  OTHER TENANT COSTS  AND EXPENSES

  	
  7

  
	
   

  	
   

  	
   

  	
   

  
	
  3. 

  	
   

  	
  CONSTRUCITON OF PRESMISES AND OCCUPANCY

  	
  7

  
	
   

  	
  3.1 

  	
  AS-IS

  	
  7

  
	
   

  	
  3.2 

  	
  POSSESSION

  	
  7

  
	
   

  	
  3.3 

  	
  PERMITS

  	
  8

  
	
   

  	
   

  	
   

  	
   

  
	
  4. 

  	
   

  	
  SUBLETTING AND ASSIGNMENT

  	
  8

  
	
   

  	
  4.1 

  	
  CONSENT

  	
  8

  
	
   

  	
  4.2 

  	
  RECAPTURE OF PREMISES

  	
  8

  
	
   

  	
  4.3 

  	
  EXCESS RENT AND OTHER CONSIDERATION

  	
  9

  
	
   

  	
  4.4 

  	
  TENANT LIABILITY

  	
  9

  
	
   

  	
  4.5 

  	
  REASONABLE STANDARDS OF CONSENT

  	
  9

  
	
   

  	
  4.6 

  	
  OTHER TRANSFERS

  	
  10

  
	
   

  	
  4.7 

  	
  REQUIRED INFORMATION

  	
  10

  
	
   

  	
  4.8 

  	
  FEES; DOCUMENTS

  	
  10

  
	
   

  	
  4.9 

  	
  RIGHTS ON DEFAULT

  	
  10

  
	
   

  	
  4.10 

  	
  CORPORATE TRANSFER

  	
  11

  
	
   

  	
   

  	
   

  	
   

  
	
  5. 

  	
   

  	
  SERVICES AND UTILITIES

  	
  11

  
	
   

  	
  5.1 

  	
  BUILDING STANDARD SERVICES AND UTILITIES

  	
  11

  
																



 


i

















 


	
   

  	
  5.2 

  	
  OVERTIME SERVICES

  	
  11

  
	
   

  	
  5.3 

  	
  EXCESSIVE USAGE

  	
  12

  
	
   

  	
   

  	
  (a)

  	
   Equipment Restrictions

  	
  12

  
	
   

  	
   

  	
  (b)

  	
   Excess Electrical Usage

  	
  12

  
	
   

  	
   

  	
  (c)

  	
   Additional Utility Costs

  	
  12

  
	
   

  	
  5.4 

  	
  EXCESSIVE HEAT GENERATION

  	
  12

  
	
   

  	
  5.5 

  	
  BUILDING SECURITY

  	
  12

  
	
   

  	
  5.6 

  	
  ROOF AND AUXILIARY SPACES

  	
  12

  
	
   

  	
  5.7 

  	
  TRASH REMOVAL

  	
  12

  
	
   

  	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  USE AND UPKEEP OF PREMISES

  	
  13

  
	
   

  	
  6.1 

  	
  USE

  	
  13

  
	
   

  	
  6.2 

  	
  ILLEGAL AND PROHIBITED
  USES

  	
  13

  
	
   

  	
  6.3 

  	
  INSURANCE RATING

  	
  13

  
	
   

  	
  6.4 

  	
  ALTERATIONS

  	
  13

  
	
   

  	
   

  	
  (a)

  	
   Approval Required

  	
  13

  
	
   

  	
   

  	
  (b)

  	
  Alteration Requirements

  	
  14

  
	
   

  	
   

  	
  (d) 

  	
  Compliance with Laws

  	
  14

  
	
   

  	
  6.5 

  	
  MAINTENANCE BY LANDLORD

  	
  15

  
	
   

  	
   

  	
  (a)

  	
   Landlord Repairs and Maintenance

  	
  15

  
	
   

  	
   

  	
  (b)

  	
   Use of Demised Premises by Landlord

  	
  15

  
	
   

  	
  6.6 

  	
  SIGNS AND PUBLICATIONS

  	
  15

  
	
   

  	
  6.7 

  	
  EXCESSIVE FLOOR LOAD

  	
  15

  
	
   

  	
  6.8 

  	
  MOVING AND DELIVERIES

  	
  16

  
	
   

  	
   

  	
  (a)

  	
   Prohibitions/Notices

  	
  16

  
	
   

  	
   

  	
  (b)

  	
   Coordination with Landlord

  	
  16

  
	
   

  	
   

  	
  (c)

  	
   Moving Damages

  	
  16

  
	
   

  	
  6.9 

  	
  RULES AND REGULATIONS

  	
  16

  
	
   

  	
  6.10 

  	
  TENANT MAINTENANCE AND
  CONDITION OF DEMISED PREMISES UPON SURRENDER

  	
  16

  
	
   

  	
  6.11 

  	
  TENANT PROPERTY AND
  LEASEHOLD IMPROVEMENTS

  	
  16

  
	
   

  	
  6.12 

  	
  LANDLORD’S RIGHT TO
  PERFORM TENANT’S DUTIES

  	
  17

  
	
   

  	
  6.13 

  	
  MEDICAL WASTE

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  ACCESS

  	
  17

  
	
   

  	
  7.1 

  	
  LANDLORD’S ACCESS

  	
  17

  
	
   

  	
  7.2 

  	
  RESTRICTED ACCESS

  	
  17

  
	
   

  	
   

  	
  7.3 TENANT’S ACCESS

  	
  17

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  LIABILITY

  	
  18

  
	
   

  	
  8.1 

  	
  TENANT’S PROPERTY

  	
  18

  
	
   

  	
  8.2 

  	
  CRIMINAL ACTS OF THIRD
  PARTIES

  	
  18

  
	
   

  	
  8.3 

  	
  PUBLIC LIABILITY

  	
  18

  
	
   

  	
  8.4 

  	
  CONSTRUCTION ON CONTIGUOUS
  PROPERTY

  	
  18

  
	
   

  	
  8.5 

  	
  TENANT INSURANCE

  	
  18

  
	
   

  	
   

  	
  (a)

  	
   Liability Insurance

  	
  18

  
	
   

  	
   

  	
  (b)

  	
   Fire and Casualty Insurance

  	
  18

  
	
   

  	
   

  	
  (c)

  	
   Increases in Coverage

  	
  19

  
	
   

  	
   

  	
  (d)

  	
   Policy Requirements

  	
  19

  
	
   

  	
   

  	
  (e)

  	
   No Limitation of Liability

  	
  19

  
	
   

  	
   

  	
  (f)

  	
   Waiver of Subrogation

  	
  19

  
	
   

  	
   

  	
  (g)

  	
   Business Interruption

  	
  19

  
	
   

  	
  8.6

  	
   INCIDENT REPORTS

  	
  19

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  DAMAGE

  	
  19

  
	
   

  	
  9.1 

  	
  DAMAGES CAUSED BY TENANT

  	
  19

  
	
   

  	
  9.2 

  	
  FIRE OR CASUALTY DAMAGE

  	
  19

  
	
   

  	
  9.3 

  	
  UNTENANTABILITY

  	
  20

  
	
   

  	
   

  	
  (a)

  	
   Restoration Requirements

  	
  20

  
	
   

  	
   

  	
  (b)

  	
  Casualty Near Expiration of Lease Term

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  CONDEMNATION

  	
  21

  
	
   

  	
  10.1 

  	
  LANDLORD’S RIGHT TO AWARD

  	
  21

  
	
   

  	
  10.2 

  	
  TENANT’S RIGHT TO FILE
  CLAIM

  	
  21

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  BANKRUPTCY

  	
  21

  
	
   

  	
  11.1

  	
   EVENTS OF BANKRUPTCY

  	
  21

  
	
   

  	
  11.2

  	
   LANDLORD’S REMEDIES

  	
  22

  
	
   

  	
   

  	
  (a)

  	
   Termination of Lease

  	
  22

  
	
   

  	
   

  	
  (b) 

  	
  Suit for Possession

  	
  22

  
	
   

  	
   

  	
   

  	
  (c) Non-Exclusive Remedies

  	
  22

  
	
   

  	
   

  	
  (d)

  	
   Assumption or Assignment by Trustee

  	
  22

  
	
   

  	
   

  	
  (e)

  	
   Adequate Assurance of Future Performance

  	
  22

  
	
   

  	
   

  	
  (f)

  	
   Failure in Provide Adequate Assurance

  	
  22

  
	
   

  	
  11.3 

  	
  GUARANTORS

  	
   

  
	
   

  	
  11.4 

  	
  DAMAGES

  	
  23

  
	
   

  	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  DEFAULTS AND REMEDIES

  	
   

  
	
   

  	
  12.1 

  	
  DEFAULT

  	
  23

  
	
   

  	
   

  	
   

  	
   

  	
  23

  
														



 


ii

















 


	
   

  	
  12.2

  	
  REMEDIES

  	
  23

  
	
   

  	
  12.3

  	
  LANDLORD’S RIGHT OF RELET

  	
  24

  
	
   

  	
  12.4 

  	
  RECOVERY OR DAMAGES

  	
  24

  
	
   

  	
   

  	
  (a)

  	
  Qualification of Damages

  	
  24

  
	
   

  	
   

  	
  (b)

  	
  Non Exchange Rights

  	
  25

  
	
   

  	
  12.5

  	
  WAIVER

  	
  25

  
	
   

  	
  12.6 

  	
  ANTICIPATORY REPUDIATION

  	
  25

  
	
   

  	
   

  	
  (a)

  	
  Repudiation Prior to Commencement Date

  	
  25

  
	
   

  	
   

  	
  (b)

  	
  Repudiation of Any Obligation of Tenant During
  Lease Terms

  	
  26

  
	
   

  	
  12.7 

  	
  TENANT ABANDONMENT OF
  DEMISED PREMISES

  	
  26

  
	
   

  	
   

  	
  (a)

  	
  Abandonment

  	
  26

  
	
   

  	
   

  	
  (b)

  	
  Landlord Rights to Enter and to Relet

  	
  26

  
	
   

  	
  12.8 

  	
  TENANT’S PROPERTY

  	
  26

  
	
   

  	
  12.9 

  	
  LANDLORD LIES

  	
  26

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (a)

  	
  Rights of Distress/Landlord’s Lien

  	
  26

  
	
   

  	
   

  	
  (b)

  	
  UCC Security Interest

  	
  27

  
	
   

  	
   

  	
  (c)

  	
  UCC Remedies Not Mandatory

  	
  27

  
	
   

  	
  12.10 

  	
  INJUNCTIVE RELIEF 

  	
  27

  
	
   

  	
  12.11 

  	
  INDEPENDENT COVENANTS

  	
  27

  
	
   

  	
  12.12 

  	
  WAIVER OF REDEMPTION

  	
  27

  
	
   

  	
  12.13

  	
  ATTORNEYS’ FEES

  	
  27

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  SUBORDINATION

  	
  28

  
	
   

  	
  13.1

  	
   SUBORDINATION

  	
  28

  
	
   

  	
  13.2 

  	
  ESTOPPEL CERTIFICATES

  	
  28

  
	
   

  	
  13.3 

  	
  ATTORNMENT

  	
  29

  
	
   

  	
  13.4 

  	
  MORTGAGE RIGHTS

  	
  29

  
	
   

  	
   

  	
  (a)

  	
  Mortgagee Requirements

  	
  29

  
	
   

  	
   

  	
  (b)

  	
  Notices to Mortgagee

  	
  29

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  TENANT’S HOLDOVER

  	
  29

  
	
   

  	
  14.1 

  	
  WITH LANDLORD CONSENT

  	
  29

  
	
   

  	
  14.2

  	
  WITHOUT LANDLORD CONSENT

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  SECURITY DEPOSIST

  	
  30

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  QUIET ENJOYMENT

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  SUCCESSORS

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  WAIVER OF JURY TRIAL AND STATUTE OF LIMITATIONS

  	
  31

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  LIMITATION OF LANDLORD’S LIABILITY NOTICE

  	
  31

  
	
   

  	
  19.1 

  	
  LANDLORD’S CONSENT

  	
  31

  
	
   

  	
  19.2

  	
  INDIVIDUAL LIABILITY

  	
  31

  
	
   

  	
  19.3

  	
  NOTICE IN EVENT OF
  LANDLORD’S DEFAULT

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  AUTHORITY

  	
  32

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  TENENT’S RESPONSIBILITY REGARDING HAZARDOUS
  SUBSTANCES

  	
  32

  
	
   

  	
  21.1 

  	
  HAZARDOUS SUBSTANCES

  	
  32

  
	
   

  	
  21.2

  	
  TENANT’S RESTRUCTIONS

  	
  32

  
	
   

  	
   

  	
  (a)

  	
  Violations

  	
  32

  
	
   

  	
   

  	
  (b)

  	
  Use

  	
  32

  
	
   

  	
  21.3 

  	
  AFFIRMATIVE OBLIGATIONS

  	
  33

  
	
   

  	
   

  	
  (a)

  	
  Compliance with Laws

  	
  33

  
	
   

  	
   

  	
  (b)

  	
  Clean-Up Plans

  	
  33

  
	
   

  	
   

  	
  (c)

  	
  Information Requests

  	
  33

  
	
   

  	
  21.4 

  	
  TENANT’S INDEMNITY

  	
  33

  
	
   

  	
  21.5

  	
   SURVIVAL OF OBLIGATIONS

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  22.

  	
   

  	
  JOINT AND SEVERAL LIABILITY

  	
  33

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  23.

  	
   

  	
  DEFINITIONS

  	
  34

  
	
   

  	
  23.1

  	
  PRONOUNS

  	
  34

  
	
   

  	
  23.2

  	
  DEMISED PREMISES

  	
  34

  
	
   

  	
  23.3

  	
  LEASE TERM

  	
  34

  
	
   

  	
  23.4

  	
  TENANT’S PROPERTY

  	
  34

  
	
   

  	
  23.5

  	
  LEASEHOLD IMPROVEMENTS

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  24.

  	
   

  	
  NOTICE TO PARTIES

  	
  34

  
	
   

  	
  24.1

  	
   ADDRESSES FOR NOTICES

  	
  34

  
	
   

  	
  24.2

  	
   EFFECTIVE DATE OF NOTICE

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  25.

  	
   

  	
  NOTICE TO MORTGAGEES

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  26.

  	
   

  	
  SPECIAL PROVISIONS: EXHIBITS

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  26.1

  	
  INCORPORATION IN LEASE

  	
  34

  
	
   

  	
  26.2 

  	
  CONFLICTS

  	
  34

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  27.

  	
   

  	
  CAPTIONS

  	
  35

  
															



 


iii

















 


	
  28.

  	
  ENTIRE AGREEMENT; MODIFICATION

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  29.

  	
  GOVERNING LAW; SEVERABILITY

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  30.

  	
  BINDING EFFECT OF LEASE

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  31.

  	
  FORCE MAJEURE

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  32.

  	
  RECORDATION

  	
   

  	
  35

  
	
   

  	
   

  	
   

  	
   

  
	
  33.

  	
  TIME OF ESSENCE

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  34.

  	
  BROKERS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  35.

  	
  RELATIONSHIP OF LANDLORD AND TENANT

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  36.

  	
  FINANCIAL STATEMENTS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  37.

  	
  LENDER’S APPROVAL

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  38.

  	
  COUNTERPARTS

  	
   

  	
  36

  
	
   

  	
   

  	
   

  	
   

  
	
  39.

  	
  REMOVAL OF DATA AND TELECOMMUNICATIONS WIRES

  	
   

  	
  36

  



 


Exhibits to Lease:


 


Exhibit A
- Floor Plan

Exhibit B - Building Rules and Regulations

Exhibit C - Clearing Specifications

Exhibit D - Certificate of Commencement

Exhibit E - Guaranty

Exhibit F - Work Agreement


 


iv