EXHIBIT NO. 10.1

THIS LEASE AGREEMENT, dated as of July 31, 2001 (this "Lease"), is made between **GERB (CT) QRS 14-73, INC.**, a Delaware corporation ("Lessor")**,**and **GERBER TECHNOLOGY, INC.**, a Connecticut Corporation, **GERBER SCIENTIFIC PRODUCTS, INC.**, a Connecticut Corporation , **GERBER COBURN OPTICAL, INC.**, a Delaware Corporation, and **GERBER SCIENTIFIC, INC.,**a Connecticut corporation (collectively herein, together with any corporation succeeding thereto by consolidation, merger or acquisition of its assets substantially as an entirety, called "Lessee").  The liability of each named Lessee shall be joint and several, subject to the release provisions of Article XIV hereof. **Lease of Premises; Title and Condition**.
In consideration of the rents and covenants herein stipulated to be paid and performed by Lessee and upon the terms and conditions herein specified, Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor, the premises (collectively the "Premises"; provided each separable building, with its associated lot shall, for purposes of conformity with the terms of this Lease be referred to as the Premises when the context so requires) consisting of:
- those parcels of land more particularly described as the "First Piece", "Second Piece" and "Third Piece", respectively, in Schedule A attached hereto and made a part hereof (the "Land") having  addresses   of 55 Gerber Road, South Windsor, CT; 83 Gerber Road, South Windsor, CT; and 151 Batson Drive, Manchester, CT;
- all of the buildings, structures, facilities, installations and other improvements of every kind and description now or hereafter in, on, over and under the  Land, and all  fixtures, machinery, apparatus, equipment, fittings and appliances of every kind and nature whatsoever now or hereafter affixed or attached to or installed in any of the buildings and structures located on the Land described in the Exhibits hereto (except as hereafter provided), including all electrical, anti-pollution, heating, lighting (including hanging fluorescent lighting), incinerating, power, air cooling, air conditioning, humidification, sprinkling, plumbing, lifting, cleaning, fire prevention, fire extinguishing and ventilating systems, devices and machinery, security systems and all engines, pipes, pumps, tanks (including exchange tanks and fuel storage tanks), motors, conduits, ducts, steam circulation coils, blowers, steam lines, compressors, oil burners, boilers, doors, windows, loading platforms, lavatory facilities, stairwells, fencing (including cyclone fencing), passenger and freight elevators, overhead cranes and garage units, together with all additions thereto, substitutions therefor and replacements thereof required or permitted by this Lease, but excluding all Severable Property (as defined in Section 3.1 hereof) and all personal property which is not necessary to the operation of the buildings which constitute part of the Premises for the uses permitted under Section 4(a) of this Lease (the above property demised hereby being referred to as "Machinery and Equipment" and together with the buildings, structures, etc. being collectively referred to as the "Improvements") .; andall of Lessor's right, title and interest, if any, in and to all easements, 
rights-of-way,  appurtenances and other rights and benefits associated with the Land and to all public or private streets, roads, avenues, alleys or passways,  open or proposed, on or abutting the Land, including, without limitation, the agreements, if any, set forth in Schedule A (the "Agreements") (all of the foregoing being included within the term "Land").
The Premises are leased to Lessee in their present condition without representation or warranty by Lessor and subject to the rights of parties in possession, to the existing state of title, to all applicable Legal Requirements (as defined in Section 5.2(c))now or hereafter in effect, including any violations thereof, any state of facts an accurate survey would disclose and to those Permitted Exceptions listed in Schedule A (the "Permitted Exceptions").  Lessee has examined the Premises and title to the Premises and has found all of the same satisfactory for all purposes.**Use**.- Lessee may occupy and use the Premises for commercial, industrial, office, laboratory, distribution, warehousing, manufacturing, "flex space" and purposes related thereto as long as the same are permitted by applicable land use laws of the community in which the Premises is located and for no other purpose without the prior written consent of Lessor, which shall not be unreasonably withheld or delayed.  Lessee shall not use or occupy or permit any of the Premises to be used or occupied, nor do or permit anything to be done in or on any of the Premises, in a manner which would or might (i).violate any law or Legal Requirement, (ii) make void or voidable or cause any insurer to cancel any insurance required by this Lease, or make it difficult or impossible to obtain any such insurance at commercially reasonable rates, (iii) make void or voidable, cancel or cause to be cancelled or release any warranty, guaranty or indemnity, (iv) cause structural injury to any of the Improvements or (v) constitute a public or private nuisance or waste.  
- Lessee shall have the right to apply for changes in any land use or other governmental designation or approval affecting the Premises which affects or governs use or operation of the Premises; provided, Lessee shall notify Lessor prior to making any such application, which notice shall not require a response from Lessor, and, subsequently, of any approvals granted which change the zoning of, the lot configuration of, or any other matter which permanently affects the land use designation for the Premises prior to taking any other action which would cause such change to be permanently effective.  Additionally, prior to taking action to make such a change permanently effective, Lessee shall have obtained the written approval of Lessor.  Lessee must obtain the consent of Lessor with respect to any approval which is effective upon the action of a municipal agency or commission without further action by applicant.  The foregoing shall not permit Lessee to change the use of the Premises from that allowed in Section 1.2(a) without the prior written consent of Lessor.
**Term**.
 This Lease shall be for an Interim Term beginning as of the date hereof and ending at midnight on the last day of the month including the date hereof and a Primary Term of seventeen (17) years beginning on August 1, 2001, and ending at midnight on July 31, 2018.  The time period during which this Lease shall actually be in effect, including the Interim Term, the Primary Term and any Extended Term (as defined in Section 1.4) for which the right to extend is exercised, as any of the same may be terminated prior to their scheduled expiration pursuant to the provisions hereof, is sometimes referred to herein as the "Lease Term."**Renewal.**
The Lease Term shall be automatically extended for a total of two (2) additional periods of ten (10) years each, each commencing at midnight on the day on which the then existing term of this Lease expires (an "Extended Term"), unless Lessee shall notify Lessor of its election not to extend the Lease Term by giving notice thereof as to each portion of the Extended Term no later than 18 months prior to expiration of the then existing term.  Rent for each Extended Term shall be paid as provided in Section 1.5.
**Rent.- During the Primary Term and any Extended Term, Lessee shall pay the amounts set forth in Schedule  B as basic rent for the Premises ("Basic Rent").  Lessee shall pay Basic Rent to Lessor by wire transfer, in immediately available funds, at Lessor's address as set forth herein, or at such other address or to such other person or persons (but not more than two other persons) as Lessor from time to time may designate.  Lessor shall give Lessee not less than 15 days' prior written notice of any change in the address to which such payments are to be made.  If the party entitled to receive Basic Rent or such party's address shall change, Lessee may, until receipt of notice of such change from the party entitled to receive Basic Rent immediately preceding such change, continue to pay Basic Rent and additional charges to the party to which, and in the manner in which, the preceding installment of Basic Rent or additional charges, as the case may be, was paid.  Such annual rentals shall be payable in equal quarterly installments in advance on the first day of each calendar quarter.  Any rental payment made in respect of a period which is less than one calendar quarter shall be prorated by multiplying the then applicable quarterly rental by a fraction the numerator of which is the number of days in such calendar quarter with respect to which rent is being paid and the denominator of which is the total number of days in such calendar quarter.  Lessee shall perform all its obligations under this Lease at its sole cost and expense, and shall pay all Basic Rent, additional charges and any other sum due hereunder when due and payable, without notice, demand, or set off.**Right of First Offer; Right of First Refusal.  -  If Lessor intends to offer the Premises (or any portion thereof) for sale to any third party, Lessor shall first offer by written notice (the "Offer") to sell the Premises to Lessee for a purchase price to be set forth in such Offer and, except as set forth below, upon such terms and conditions as Lessor, in Lessor's sole discretion, would otherwise intend to offer to sell the Premises, prior to Lessor's offering to sell the Premises to any such third party.  Notwithstanding anything to the contrary contained herein (i) Lessor shall not be obligated to make the Offer (or, if Lessor has already made the Offer, then, whether or not Lessee has accepted the Offer, Lessor shall have the unilateral right, in Lessor's sole discretion, to revoke the Offer) if an Event of Default exists under this Lease on the date on which Lessor shall give, or would otherwise be required to give, Lessee the Offer, (ii) the terms and conditions any such sale to Lessee shall be (A) consistent with the terms and provisions of Section 6.1 hereof (Procedure Upon Purchase) and (B) "as is", without representation or warranty by Lessor and (iii) Lessor shall only be required to make the Offer to Lessee and Lessee shall only have the right during the Lease Term to exercise its right of first offer with respect to any intended sale of the Premises. NOTWITHSTANDING ANYTHING TO THE CONTRARY, IF LESSEE FAILS TO TIMELY EXERCISE THE RIGHT OF FIRST OFFER GRANTED PURSUANT TO THIS SECTION 1.6(a) AND THE SALE TO THE THIRD PARTY PURCHASER IS CONSUMMATED OR IF THIS LEASE TERMINATES OR THE LEASE TERM EXPIRES, SUCH RIGHT SHALL TERMINATE AND BE NULL AND VOID AND OF NO FURTHER FORCE AND EFFECT.  IN SUCH EVENT LESSEE SHALL EXECUTE A QUITCLAIM DEED AND SUCH OTHER DOCUMENTS AS LESSOR SHALL REASONABLY REQUEST EVIDENCING THE TERMINATION OF ITS RIGHT OF FIRST OFFER.
Lessee shall have the right to accept the Offer only by giving Lessor written notice of such acceptance (the "ROFO Notice") within thirty (30) days after delivery by Lessor to Lessee of the Offer.  Time shall be of the essence with respect to said thirty (30) day period and delivery of the ROFO Notice by Lessee.  Upon Lessee's acceptance of the Offer, Lessee shall execute, upon the request of Lessor, such agreement as should be reasonably required by Lessor to reflect Lessee's binding acceptance of the Offer.
Subject to the provisions of subparagraph (iii) below, upon the delivery of the ROFO Notice by Lessee, no event or circumstances affecting the Premises that could be deemed an event which would otherwise cause termination of this Lease, and any right or option of Lessee to cancel, surrender or otherwise terminate this Lease, or any other right or option of Lessee under the Lease to acquire the Premises, shall automatically be deemed to have been waived by Lessee for all purposes under this Lease.
If Lessee does not accept, or fails to accept, the Offer in accordance with the provisions herein, Lessor shall be under no further obligation with respect to such Offer pursuant to the terms contained herein, and Lessee shall have forever waived and relinquished its right to such Offer, and Lessor shall at any and all times thereafter be entitled to market the Premises to others upon such terms and conditions as Lessor in its sole discretion may determine.  Lessee shall, within five (5) days after Lessor's request therefor, deliver an instrument in form reasonably satisfactory to Lessor confirming the aforesaid waiver, but no such instrument shall be necessary to make the provisions hereof effective.  Notwithstanding anything to the contrary contained herein, if (i) the gross sales price at which Lessor intends to sell the Premises to a third party is less than eighty-five (85%) percent of the gross amount set forth in the Offer to Lessee, or (ii) if Lessor shall fail to close the intended sale of the Premises to any third party within six (6) months of the date of the giving of the Offer to Lessee, then Lessee's right of first offer as set forth in this  Section 1.6(a) shall be deemed reinstated with respect to such sale and any intended sale of the Premises at any time thereafter, and Lessor shall be required to again deliver an Offer to Lessee with respect to any such future sale or intended sale thereafter.
The rights of Lessee set forth herein are available only to the Lessee named in the heading of this Lease, and reference herein to "Lessee" shall mean, and the rights accorded herein shall be available only to Lessee, and to no other person, party or entity whatsoever, including, without limitation, any assignee or sublessee of Lessee, unless such rights are expressly granted by Lessor to such party in a writing to such effect.
If Lessee does not timely deliver the ROFO Notice and the Premises are transferred to a third party, Lessee will attorn to such third party as Lessor so long as such third party and Lessor notify Lessee in writing of such transfer.  At the request of Lessor, Lessee will execute such documents confirming the agreement referred to above and such other agreements as Lessor may reasonably request, provided that such agreements do not increase the liabilities and obligations of Lessee hereunder.
Notwithstanding the foregoing, if Lessor shall, pursuant to this Section 16.1, sell only a portion of the Premises, the provisions of this Section 16.1 shall apply to any sale of the remaining portion of the Premises which is still owned by Lessor.

- At any time (and from time to time) Lessor shall desire to sell the Premises and shall receive a bona fide written offer from a third party which is a direct business competitor of Lessee in any area which is a material portion of Lessee's business at the time (for purposes of this Section, material shall mean an area of business which generates more than 5% of Lessee's gross revenue), Lessor shall by written notice to Lessee, offer to Lessee the right to enter into a contract for the purchase of the Premises on the terms set forth in such bona fide written offer and Lessee shall have ten (10) business days after receipt of such notice and offer in which to accept in writing such terms and conditions.  Upon any acceptance of such offer by Lessee, Lessor and Lessee shall enter into a contract for the purchase of the Premises upon the terms and conditions specified in the notice from Lessor to Lessee.  In the event that Lessee shall fail to accept the terms and conditions of sale by written notification to  Lessor  prior to the expiration of such ten (10) business-day  period, Lessor shall thereafter be free to sell the Premises to such third party pursuant to the bona fide written offer for a period of eight months.  This right of first refusal shall be a continuing right during the Lease Term.  Any sale under this Section 1.6(b) shall be in accord with the provisions of Section 6.1.Neither the right of first offer nor the right of first refusal contained in this Section 1.6 shall not apply to a foreclosure or similar sale of the Premises by any holder of a mortgage on the Premises or to the granting of a deed in lieu of foreclosure by Lessor to such holder.  The provisions of this Section1.6 shall not apply to or prohibit (i) any mortgaging, subjection to deed of trust or other hypothecation of Lessor's interest in the Premises, (ii) any sale of the Premises pursuant to a private power of sale under, or judicial foreclosure of, any mortgage or other security instrument or device to which Lessor's interest in the Premises is now or hereafter subject, (iii) any transfer of Lessor's interest in the Premises to a lender, beneficiary under deed of trust or other holder of a security interest therein or their designees by deed in lieu of foreclosure or a subsequent initial transfer by such lender to a third party purchaser (other than a sale to a direct competitor which shall remain subject to Section 1.6(b), (iv) any transfer of the Premises to any governmental or quasi-governmental agency with power of condemnation, (v) any transfer of the Premises or the interests in Lessor to any affiliate of Lessor or to any entity for whom W.P. Carey & Co. LLC, W.P. Carey Incorporated or any of their affiliates or successors provides advisory or management services or investment advice, (vi) any person to whom Lessor transfers or sells all or substantially all of its assets, or (vii) any transfer of the Premises to any of the successors or assigns of any of the persons referred to in the foregoing clauses (i) through (iv) if such successor or assign would independently fall within the categories listed as items (i) through (iv), but not otherwise.  Lessee's rights under this Section 1.6 shall be continuing rights, applicable to each subsequent offer respecting the Premises. For purposes of this Section 1.6,  an "affiliate" of any person shall be any person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with such person, with "control" (including, with correlative meaning, the terms "controlled by" and "under common control with") either through (A) the ownership (directly or indirectly through one or more intermediaries) of more than 50% of the voting stock or other beneficial interests in such person or (B) the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person, whether through ownership of voting securities or by contract or other agreement or otherwise.

 **Maintenance and Repair**.- Lessee acknowledges that it has received the Premises in good order and repair.  Lessee, at its own expense, will maintain all parts of the Premises in good repair and condition and will take all action and will make all structural and  nonstructural, foreseen and unforeseen and ordinary and extraordinary changes and repairs which may be required to keep all parts of the Premises in good repair and condition (including, but not limited to, all painting, glass, utilities, conduits, fixtures and equipment, foundation, roof, exterior walls, heating and air conditioning systems, wiring, plumbing, sprinkler systems and other utilities, and all paving, sidewalks, roads, parking areas, curbs and gutters and fences).  Lessor shall not be required to maintain, repair or rebuild all or any part of the Premises.  Lessee waives the right to require Lessor to maintain, repair or rebuild all or any part of the Premises or make repairs at the expense of Lessor pursuant to any Legal Requirement, Agreement, contract, covenant, condition or restrictions at any time.- Lessee shall at all times maintain the Premises in as good repair and appearance as they are in on the date hereof and fit to be used for their intended use in accordance with the better of the practices generally recognized as then acceptable by other companies in its industry or observed by Lessee with respect to the other real properties owned or operated by it, and, in the case of the Machinery and Equipment, in as good mechanical condition as it was on the later of the date hereof or the date of its installation, except for ordinary wear and tear.  Lessee shall take every other action necessary or appropriate for the preservation and safety of the Premises.  Lessee shall promptly make all alterations of every kind and nature, whether foreseen or unforeseen, which may be required to comply with the foregoing requirements of this Section 2.1.
If all or any part of the Improvements shall encroach upon any property, street or 
right-of-way  adjoining or adjacent to the Premises, or shall violate the agreements or conditions affecting the Premises or any part thereof, or shall hinder, obstruct or impair any easement or right-of-way  to which the Premises are subject, then, promptly after written request of Lessor (unless such encroachment, violation, hindrance, obstruction or impairment is a Permitted Exception) or of any person so affected, Lessee shall, at its expense, either (i)  obtain valid and effective waivers or settlements of all claims, liabilities and damages resulting therefrom or (ii)  if Lessor consents thereto, make such changes, including alteration or removal, to the Improvements and take such other action as shall be necessary to remove or eliminate such encroachments, violations, hindrances, obstructions or impairments.**Alterations, Replacements and Additions.- Lessee shall have the right, without having obtained the prior written consent of Lessor and provided that no Event of Default then exists, (i) to make non-structural alterations or a series of related non-structural alterations that, as to any such alterations or series of related alterations, do not cost in excess of $500,000 (subject to Adjustment as provided in Section 2.2(h)) in any calendar year and (ii) to install Machinery and Equipment in the Improvements or accessions to the Machinery and Equipment that, as to such Machinery and Equipment or accessions, do not cost in excess of $500,000 (subject to  Adjustment as provided in Section 2.2(h)) in any calendar year, so long as at the time of construction or installation of any such Machinery and Equipment or alterations, no Event of Default exists and the value and utility of the Premises is not diminished thereby, except to an immaterial extent.  If the cost of any non-structural alterations, series of related non-structural alterations, Machinery and Equipment or accessions thereto is in excess of $500,000 (subject to Adjustment as provided in Section 2.2(h)) in any calendar year, the prior written approval of Lessor shall be required.  Lessee shall not construct upon the Land any additional buildings without having first obtained the prior written consent of Lessor. At the end of the Lease Term, Lessor shall have the right to require Lessee to remove any alterations, except for those alterations required by law or for which Lessor has agreed in writing that removal will not be required.
-  Lessee shall have the right, without obtaining the consent of Lessor, to make any and all changes and betterments to the interior of the Improvements located on the Premises as may be required for Lessee's use of the Improvements.  Lessee shall not be required to provide Lessor with prior notice of the performance of any such work, but shall provide Lessor with copies of as-built plans with respect to any physical alterations of the Improvements costing more than $100,000 or which materially modify a building system.
- Lessee shall have the continuing and unrestricted right without Lessor's approval to repair, replace, move or remove any machinery, equipment, systems or components of systems that are used in the Premises so long as such repair or replacement is made with comparable parts or components.  Any such replacement, upgrade or repair shall be completed with new or remanufactured materials and equipment of like kind and quality to that which then exists.  Upon such repair or replacement title to the new part or component shall vest in the name of the owner of the original part or component and the title to the original part or component shall vest in Lessee.
- Lessee shall have the right to make replacements, upgrades, changes, repairs or betterments to parking areas, traffic patterns, landscaping and other similar exterior repairs and changes without Lessor's approval as long as such repairs and changes do not decrease the useful life, utility or square footage of the affected areas or cause the Improvements or any portion of the Premises to violate any state or local laws or ordinances.
- Lessee shall, at its cost and expense, make all alterations to the Property required so as to cause the Property to comply with applicable laws.
- With respect to any changes which affect the structural components of or the exterior façade of the Improvements located on the Premises, Lessee shall first request the approval of Lessor with regard to any such change which is other than in the nature of a repair to an existing Improvement or its components.  In the event that Lessee wishes to implement such a change, it shall notify Lessor of its intention to perform such work, shall provide Lessor with a notice containing a description of and budget for all such work to be performed, and shall provide Lessor with schematic drawings showing the nature, extent and location of the work to be performed.  Lessor shall have forty-five (45) days, time being of the essence, to respond to Lessee's request for permission to make such changes, which approval will not be unreasonably withheld or delayed.  If Lessor does not agree to allow the requested change, it shall so state in writing which notice shall be sent to Lessee in the same manner as other notices as provided for herein.  Such notification shall contain the reasons for disapproval.  Lessee may then consult with Lessor as to such action or submit a modified proposal which shall again be subject to the provisions of this Section 2.2(f).  Provided; if Lessor does not respond to Lessee within such forty-five (45) day period, Lessee shall have the right to deliver a ten (10) day notice of Lessor's previous failure to respond and if Lessor does not then respond to Lessee within such ten (10) day period (time being of the essence), Lessor shall be deemed to have agreed to allow the change to be constructed in the manner described in Lessee's most recent notice.
- Lessee shall cause any alterations to be performed and completed in a good, substantial and workmanlike manner, free from faults and defects, and in compliance with all applicable laws.  Lessor shall have no duty or obligation to inspect the alterations, but shall have the right to do so during normal business hours and upon reasonable prior notice to Lessee.  Whenever Lessee performs any alterations upon the Property, Lessee shall promptly commence the alterations and, once commenced, diligently and continually pursue the completion of the alterations within a reasonable time.  Lessee shall be  responsible for the acts and omissions of all of its employees and all other persons performing any of the alterations.Effective October 1 of each year, the amounts specified in Sections 2.2(a) and 2.2(b) shall be subject to annual adjustment upwards (but not downwards) based upon increases in the Consumer Price Index ("CPI").  For purposes of this Section, CPI shall have the same meaning as in Schedule B.  Lessee shall notify Lessor, in writing, of Lessee's determination of the adjusted amounts within the last calendar quarter of each year, but absent manifest hardship, the failure to give such notice shall not prevent giving such notice at any later date.

 **Severable Property.**
Lessee may, at its expense, install, assemble or place on the Premises and remove and substitute any items of machinery, equipment, furniture, furnishings or personal property used or useful in Lessee's business and trade fixtures described in Schedule A (collectively, the "Severable Property"), and title to same shall remain in Lessee; provided that for purposes hereof none of the Improvements (as defined in Section 1.1(b) hereof shall  constitute "Severable Property".
**Removal of Severable Property.**
Lessee may remove the Severable Property at any time during the Lease Term and shall remove all Severable Property at the end of the Lease Term or upon any earlier termination.  Any of Lessee's Severable Property not removed by Lessee prior to the expiration of the Lease or thirty (30) days after an earlier termination shall be considered abandoned by Lessee and may be appropriated, sold, destroyed or otherwise disposed of by Lessor, at Lessee's cost and expense, without obligation to account therefor.  Lessee will repair at its expense all damage to the Premises caused by the removal of Lessee's Severable Property, whether effected by Lessee or by Lessor.

 **Lessee's Assignment and Subletting**.Except as expressly set forth below in this Section 4.1, Lessee may not assign this Lease, voluntarily or involuntarily, whether by operation of law or otherwise, or sublet any of the Premises at any time to any other person without the prior written consent of Lessor, which consent, in the event of any assignment or sublease, may be withheld by Lessor for any or no reason, and any such purported assignment or sublease without such consent shall be null and void ab initio.(i) Provided that no Event of Default by Lessee under this Lease shall have occurred and be continuing either on the day of the notice or the effective date of the proposed assignment, Lessee shall have the right, upon thirty (30) days prior written notice to Lessor, with no consent of Lessor being required or necessary to (A) assign this Lease by operation of law or otherwise, to any person that is, and at all times during the Term continues to be, either a wholly-owned subsidiary of Lessee or a controlled affiliate (as defined in Section 1.6(c), Clause A only of this Lease) of Lessee, or (B) assign this Lease to any person that immediately following such assignment will have a publicly traded unsecured senior debt rating of "Baa2" or better from Moody's Investors Services, Inc. or a rating of "BBB" or better from Standard & Poor's Corporation (or, if such person does not then have rated debt, a determination to the reasonable satisfaction of Lessor that its unsecured senior debt would be so rated by such rating agencies), and in the event all of such rating agencies cease to furnish such ratings, then a comparable rating by any rating agency reasonably acceptable to Lessor and Lender (any assignment to such assignee under clause (A) or (B) above, a "Preapproved Assignment").
- This is hidden for numbering purposes!
- If Lessee desires to assign this Lease, whether by operation of law or otherwise, to a person ("Non-Preapproved Assignee") who would not be a Preapproved Assignee ("Non-Preapproved Assignment") then Lessee shall, not less than ninety (90) days prior to the date on which it desires to make a Non-Preapproved Assignment submit to Lessor information regarding the following with respect to the Non-Preapproved Assignee (collectively, the "Review Criteria"):  (A) credit, (B) capital structure, (C) management, (D) operating history, (E) proposed use of the Premises and (F) risk factors associated with the proposed use of the Premises by the Non-Preapproved Assignee, taking into account factors such as environmental concerns, product liability and the like.  Lessor and Lender shall review such information and shall approve or disapprove the Non-Preapproved Assignee no later than the thirtieth (30th) day following receipt of all such information, and Lessor and Lender shall be deemed to have acted reasonably in granting or withholding consent if such grant or disapproval is based on their review of the Review Criteria applying prudent business judgment.  If a response is not received by Lessor and Lender by the expiration of such thirty (30) day period, such Non-Preapproved Assignee shall be deemed disapproved.
Provided that no Event of Default by Lessee under this Lease shall have occurred and be continuing either on the day of the notice or the effective date of the proposed sublease, Lessee shall have the right, upon thirty (30) days prior written notice to Lessor, to enter into one or more subleases that demise, in the aggregate, up to but not in excess of twenty-five percent (25%) of the gross leasable area of the Improvements located at each or any of the three pieces of land constituting the Premises as described in Schedule A, with no consent or approval of Lessor being required or necessary ("Preapproved Sublet").  If Lessee desires to enter into or permit subleases which, in the aggregate, exceed twenty-five percent (25%) of the gross leasable area of the Improvements at any particular piece of the Premises ("Non-Preapproved Sublet") without the prior written consent of Lessor, which consent shall be granted or withheld in Lessor's sole discretion, then Lessee shall comply or cause the transferee to comply with the provisions of subparagraph 4.1(d) below.  A sublease to any controlled affiliate (as defined in Section 1.6(c), Clause A only) shall be deemed a Preapproved Sublet.
If Lessee assigns all its rights and interest under this Lease, the assignee under such assignment shall expressly assume all the obligations of Lessee hereunder, actual or contingent, including obligations of Lessee which may have arisen on or prior to the date of such assignment, by a written instrument delivered to Lessor at the time of such assignment.  Each sublease of any of the Premises shall be subject and subordinate to the provisions of this Lease.  No assignment or sublease shall affect or reduce any of the obligations of Lessee hereunder, and all such obligations shall continue in full force and effect as obligations of a principal and not as obligations of a guarantor, as if no assignment or sublease had been made.  No assignment or sublease shall impose any additional obligations on Lessor under this Lease.
Lessee shall, within ten (10) days after the execution and delivery of any assignment or sublease, deliver a duplicate original copy thereof to Lessor which, in the event of an assignment, shall be in recordable form.
As security for performance of its obligations under this Lease, Lessee hereby grants, conveys and assigns to Lessor all right, title and interest of Lessee in and to all subleases now in existence or hereafter entered into for any or all of the Premises, any and all extensions, modifications and renewals thereof and all rents, issues and profits therefrom.  Lessor hereby grants to Lessee a license to collect and enjoy all rents and other sums of money payable under any sublease of any of the Premises, provided, however, that Lessor shall have the absolute right at any time upon notice to Lessee and any sublessees or at any time following the occurrence and during the continuance of an Event of Default to revoke said license and to collect such rents and sums of money and to retain the same.  Lessee shall not consent to, cause or allow any modification or alteration of any of the terms, conditions or covenants of any of the subleases or the termination thereof, without the prior written approval of Lessor which consent shall not be unreasonably withheld nor shall Lessee accept any rents more than thirty (30) days in advance of the accrual thereof nor permit anything to be done, the doing of which, nor moot or refrain from doing anything, the omission of which, will or could be a breach of or default in the terms of any of the subleases.
Lessee shall not have the power to mortgage, pledge or otherwise encumber its interest under this Lease or any sublease of any of the Premises, and any such mortgage, pledge or encumbrance made in violation of this Section 4.1 shall be void and of no force and effect.
Subject to the provisions of Section 1.6, Lessor may sell or transfer the Premises to a third party (each a "Third Party Purchaser").  In the event of any such transfer, Lessee shall attorn to a Third Party Purchaser as Lessor so long as such Third Party Purchaser and Lessor notify Lessee in writing of such transfer and such Third Party Purchaser assumes in writing the obligations of Lessor under this Lease.  At the request of Lessor, Lessee will execute such documents confirming the agreement referred to above and such other agreements as Lessor may reasonably request, provided that such agreements do not increase the liabilities and obligations of Lessee hereunder.
A tenancy for not more than twelve (12) consecutive months granted to a party which acquires all or a portion of the assets of or stock of Lessee or an affiliate of the Lessee for purposes of temporary operation and/or removal of sold property from the Premises shall not be regarded as a subletting governed by this Section 4.1.

 **Net Lease**.- It is expressly understood and agreed by and between the parties that this Lease is a triple net lease, and the Basic Rent and all other sums payable hereunder to or on behalf of Lessor shall be paid without notice or demand and without setoff, counterclaim, abatement, suspension, deduction or defense.
-  Except as otherwise expressly provided in the Lease, this Lease shall not terminate, nor shall Lessee have any right to terminate this Lease or be entitled to the abatement of any rent or any reduction thereof, nor shall the obligations hereunder of Lessee be otherwise affected, by reason of any damage to or destruction of all or any part of the   Premises from whatever cause, the taking of the   Premises or any portion thereof by  condemnation  or otherwise, the prohibition, limitation or restriction of Lessee's use of the Premises, or interference with such use by any private person or corporation, or by reason of any eviction by paramount title or otherwise, or Lessee's acquisition of ownership of the Premises otherwise than pursuant to an express provision of this Lease, or for any other cause whether similar or dissimilar to the foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the rent and all other charges payable hereunder to or on behalf of Lessor shall continue to be payable in all events and the obligations of Lessee hereunder shall continue unaffected, unless the requirement to pay or perform the same shall be terminated pursuant to an express provision of this Lease.  Nothing contained in this Section 5.1 shall be deemed a waiver by Lessee of any rights that it may have to bring a separate action with respect to any default by Lessor hereunder or under any other agreement.Lessee covenants and agrees that it will remain obligated under this Lease in accordance with its terms, and that Lessee will not take any action to terminate, rescind or avoid this Lease, notwithstanding the bankruptcy, insolvency, reorganization, composition, readjustment, liquidation, dissolution, winding-up or other proceeding affecting Lessor or any assignee of Lessor in any such proceeding and notwithstanding any action with respect to this Lease which may be taken by any trustee or receiver of Lessor or of any assignee of Lessor in any such proceeding or by any court in any such proceeding.
Except as otherwise expressly provided in the Lease, Lessee waives all rights now or hereafter conferred by law 
(i)  to quit, terminate or surrender this Lease or the Premises or any part thereof or (ii)  to any abatement, suspension, deferment or reduction of the rent, or any other sums payable hereunder to or on behalf of Lessor, regardless of whether such rights shall arise from any present or future constitution, statute or rule of law.**Taxes and Assessments; Compliance With Law**.- Lessee shall pay, prior to delinquency:  (i)  all taxes, assessments, levies, fees, water and sewer rents and charges and all other governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, which are, at any time during the Interim Term, the Primary Term or any Extended Term hereof imposed or levied upon or assessed against or which arise with respect to (A) the Premises, (B)  any Basic Rent, additional rent or other sums payable hereunder, (C)  this Lease or the leasehold estate hereby created or (D)  the operation, possession or use of the Premises; (ii)  all gross receipts or similar taxes (i.e., taxes based upon gross income which fail to take into account deductions with respect to depreciation, interest, taxes or ordinary and necessary business expenses, in each case relating to the Premises) imposed or levied upon, assessed against or measured by any Basic Rent, additional rent or other sums payable hereunder; (iii)  all sales, value added, ad valorem, use and similar taxes at any time levied, assessed or payable on account of the acquisition, ownership, leasing, operation, possession or use of the Premises; and (iv)  all charges of utilities, communications and similar services serving the Premises.  Lessee shall not be required to pay any franchise, estate, inheritance, transfer, income, capital gains or similar tax of Lessor unless such tax is imposed, levied or assessed in substitution for any other tax, assessment, charge or levy which Lessee is required to pay pursuant to this Section 5.2(a);  provided, however, that if, at any time during the Lease Term, the method of taxation shall be such that there shall be assessed, levied, charged or imposed on Lessor a capital levy or other tax directly on the rents received therefrom, or upon the value of the Premises or any present or future improvement or improvements on the Premises, then all such levies and taxes or the part thereof so measured or based shall be payable by Lessee, and Lessee shall pay and discharge the same as herein provided.  Lessee will furnish to Lessor, promptly after demand therefor, proof of payment of all items referred to above which are payable by Lessee.  If any such assessment may legally be paid in installments, Lessee may pay such assessment in installments; in such event, Lessee shall be liable only for installments which become due and payable with respect to any tax period occurring in whole or in part during the Lease Term hereof, provided, however, that all amounts referred to in this Section 5.2(a)  for the fiscal or tax year in which the Lease Term shall expire shall be apportioned so that Lessee shall pay those portions thereof which correspond with the portion of such year as are within the Lease Term hereby demised.Following the occurrence of an Event of Default or if Lessor is required by a Lender to pay into escrow funds necessary to pay Escrow Charges (as hereinafter defined) (but with not less than thirty (30) days prior notice), Lessee shall pay to Lessor such amounts (each an "Escrow Payment") quarterly or as required by such Lender (but not more often than monthly) so that there shall be in an escrow account an amount sufficient to pay the Escrow Charges as they become due.  As used herein, "Escrow Charges" shall mean real estate taxes and assessments on or with respect to the Premises or payments in lieu thereof and premiums on any insurance required by this Lease and any reserves for capital improvements, deferred maintenance, repair and/or Lessee improvements and leasing commissions required by any Lender.  Lessor shall determine the amount of the Escrow Charges (it being agreed that if required by a Lender, such amounts shall equal any corresponding escrow installments required to be paid by Lessor) and the amount of each Escrow Payment.  As long as the Escrow Payments are being held by Lessor, the Escrow Payments shall not be commingled with other funds of Lessor or other persons and interest thereon shall accrue for the benefit of Lessee from the date such monies are received and invested until the date such monies are disbursed to pay Escrow Charges.  Lessor shall apply the Escrow Payments to the payment of the Escrow Charges in such order or priority as Lessor shall determine or as required by law.  If at any time the Escrow Payments theretofore paid to Lessor shall be insufficient for the payment of the Escrow Charges, Lessee, within ten (10) days after Lessor's demand therefor, shall pay the amount of the deficiency to Lessor.
Lessee shall comply with and cause the Premises to comply with and shall assume all obligations and liabilities with respect to 
(i)  all laws, ordinances and regulations and other governmental rules, orders and determinations presently in effect or hereafter enacted, made or issued, whether or not presently contemplated (collectively, "Legal Requirements"), applicable to the Premises or the ownership, operation, use or possession thereof and (ii)  all agreements, contracts, insurance policies (including, without limitation, to the extent necessary to prevent cancellation thereof and to insure full payment of any claims made under such policies), covenants, conditions and restrictions now or hereafter applicable to the Premises or the ownership, operation, use or possession thereof, including, but not limited to, all such Legal Requirements, contracts, agreements, covenants, conditions and restrictions which require structural, unforeseen or extraordinary changes; provided, however, that, with respect to any of the obligations of Lessee in clause (ii)  above which are not now in existence, Lessee shall not be required to so comply unless Lessee is either a party thereto or has given its written consent thereto, or unless the same is occasioned by Legal Requirements or Lessee's default (including any failure or omission by Lessee) under this Lease.  Nothing in clause (ii)  of the immediately preceding sentence or the following sentence shall modify the obligations of Lessee under Section 5.4 of this Lease.  Lessor agrees that Lessee may negotiate amendments to the service agreements and similar agreements affecting the operation of the Premises which are binding upon the owner of the Premises and that Lessor  will execute such amendments and agreements if they will not adversely affect the value of the Premises.  Such agreements shall make Lessee responsible for all payments thereunder, but should Lessor incur any costs with respect thereto, Lessee shall indemnify Lessor as provided herein.**Liens.**
Lessee will remove and discharge any charge, lien, security interest or encumbrance upon the Premises or upon any Basic Rent, additional rent or other sums payable hereunder which arises for any reason, including, without limitation, all liens which arise out of the possession, use, occupancy, construction, repair or rebuilding of the Premises or by reason of labor or materials furnished or claimed to have been furnished to Lessee or for the Premises, but not including (i)  the liens and encumbrances set forth in Schedule A, (ii)  this Lease and any assignment hereof or any sublease permitted hereunder and (iii)  any mortgage, charge, lien, security interest or encumbrance created or caused by Lessor or its agents, employees or representatives without the consent of Lessee.  Lessee may provide a bond or other security acceptable to Lessor to remove or pay all costs associated with the removal of any such lien, provided the conditions of Section 5.5 shall be satisfied.  Nothing contained in this Lease shall be construed as constituting the consent or request of Lessor, express or implied, to or for the performance (on behalf of or for the benefit of Lessor) by any contractor, laborer,  materialman or vendor, of any labor or services or for the furnishing of any materials for any construction, alteration, addition, repair or demolition of or to the Premises or any part thereof.  Notice is hereby given that Lessor will not be liable for any labor, services or materials furnished or to be furnished to Lessee, or to anyone holding an interest in the Premises or any part thereof through or under Lessee, and that no mechanic's or other liens for any such labor, services or materials shall attach to or affect the interest of Lessor in and to the Premises.**Indemnification.**
Lessee shall pay, protect, indemnify, defend, save and hold harmless each Lessor Party (as defined in Section 9.13) and any lender to Lessor whose security is a lien on the Premises (Lessor's Lender) (each an "Indemnitee") from and against any and all liabilities, losses, damages (including punitive damages), penalties, costs (including attorneys' fees and costs), causes of action, suits, claims, demands or judgments of any nature whatsoever, howsoever caused, without regard to the form of action and whether based on strict liability, negligence or any  other theory of recovery at law or in equity, arising from (i) any matter pertaining to the acquisition (or the negotiations leading thereto), ownership, use, non-use, occupancy, operation, condition, design, construction, maintenance, repair or restoration of the Premises, (ii) any casualty in any manner arising from the Premises, whether or not Indemnitee has or should have knowledge or notice of any defect or condition causing or contributing to said casualty, (iii) any violation by Lessee of any provisions of this Lease, any contract or agreement to which Lessee is a party, any Legal Requirement or any Permitted Encumbrance or any encumbrance Lessee consented to or (iv) any alleged, threatened or actual violation of environmental laws, including (A) liability for response costs and for costs of removal and remedial action incurred by the United States Government, any state or local governmental unit or any other person, or damages from injury to or destruction or loss of natural resources, including the reasonable costs of assessing such injury, destruction or loss, incurred pursuant to Section 107 of CERCLA, or any successor section or act or provision of any similar state or local law, (B) liability for costs and expenses of abatement, correction or clean-up, fines, damages, response costs or penalties which arise from the provisions of any of the other Environmental Laws and (C) liability for personal injury or property damage arising under any statutory or common-law tort theory, including damages assessed for the maintenance of a public or private nuisance or for carrying on of a dangerous activity.  
In case any action or proceeding is brought against any Indemnitee by reason of any such claim, (i) Lessee may, except in the event of a conflict of interest or a dispute between Lessee and any such Indemnitee or during the continuance of an Event of Default, retain its own counsel and defend such action (it being understood that Lessor may employ counsel of its choice to monitor the defense of any such action, the cost of which shall be paid by Lessee) and (ii) such Indemnitee shall notify Lessee to resist or defend such action or proceeding by retaining counsel reasonably satisfactory to such Indemnitee, and such Indemnitee will cooperate and assist in the defense of such action or proceeding if reasonably requested so to do by Lessee.  In the event of a conflict of interest or dispute or during the continuance of an Event of Default, Lessor shall have the right to select counsel, and the cost of such counsel shall by paid by Lessee.

The obligations of Lessee under this Section  shall survive any termination, expiration or rejection in bankruptcy of this Lease.**Permitted Contests.**
Lessee, at its expense, may contest, by appropriate legal proceedings conducted in good faith and with due diligence, any Legal Requirement with which Lessee is required to comply pursuant to Section 5.2(c),or the amount or validity or application, in whole or in part, of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Sections 2.1, 2.2, 5.2(a),5.3 and 6.2, provided that (i)the commencement of such proceedings shall suspend the enforcement or collection thereof against or from Lessor and against or from the Premises, (ii)neither the Premises nor any rent therefrom nor any part thereof or interest therein would be in any danger of being sold, forfeited, attached or lost, (iii)Lessee shall have furnished such security, if any, as may be required in the proceedings and as may be required by Lessor, and (iv)if such contest be finally resolved against Lessee, Lessee shall promptly pay the amount required to be paid, together with all interest and penalties accrued thereon.  Lessor, at Lessee's expense, shall execute and deliver to Lessee such authorizations and other documents as reasonably may be required in any such contest.  Lessee shall indemnify and save Lessor harmless against any cost or expense of any kind that may be imposed upon Lessor in connection with any such contest and any loss resulting therefrom.  Lessee shall not be in default hereunder in respect to the compliance with any Legal Requirement with which Lessee is obligated to comply pursuant to Section5.2(c) or in respect to the payment of any tax, assessment or charge which Lessee is obligated to pay or any lien, encumbrance or charge not permitted by Section 2.1, 2.2, 5.2(a), 5.3 and 6.2 which Lessee is contesting in good faith and in accordance with the provisions of this Section 5.5.**Environmental Compliance**.- For purposes of this Lease:
the term 
"Environmental Laws" 
shall mean and include the Resource Conservation and Recovery Act, as amended by the Hazardous and Solid Waste Amendments of 1984, the Comprehensive Environmental Response, Compensation and Liability Act, the Hazardous Materials Transportation Act, the Toxic Substances Control Act, the Federal Insecticide, Fungicide and 
Rodenticide Act and all applicable state and local environmental laws, ordinances, rules, requirements, regulations and publications, as any of the foregoing may have been or may be from time to time amended, supplemented or supplanted and any and all other federal, state or local laws, ordinances, rules, requirements, regulations and publications, now or hereafter existing, relating to the preservation or regulation of the public health, welfare or environment or the regulation or control of toxic or hazardous substances or materials; andthe term 
"Regulated Substance" 
shall mean and include any, each and all substances or materials now or hereafter regulated pursuant to any Environmental Laws, including, but not limited to, any such substance or material now or hereafter defined as or deemed to be a "regulated substance," "pesticide," "hazardous substance" or "hazardous waste" or included in any similar or like classification or categorization thereunder.
Lessee shall:
-  not cause or permit any Regulated Substance to be placed, held, located, released, transported or disposed of on, under, at or from the Premises in violation of Environmental Laws;
- contain at or remove from the Premises, or perform any other necessary remedial action regarding, any Regulated Substance in any way affecting the Premises if, as and when such containment, removal or other remedial action is required under any Environmental Laws and, whether or not so required, shall perform any containment, removal or  remediation  of any kind involving any Regulated Substance  which materially and adversely affects the Premises in compliance with all Environmental Laws and, upon reasonable request of Lessor after consultation with Lessee (which request may be given only if Lessor reasonably believes that an environmental concern exists which may have a material adverse effect on the Premises), shall arrange for periodic Phase I environmental audits (as such term is defined now or hereafter by the environmental remediation industry) which audits may be requested at intervals of no less than forty-eight (48) months unless a release of a Regulated Substance has occurred (and then only as to the affected area), or such other or further testing or actions as may be required by Environmental Laws or as may be mutually agreed to by Lessor and Lessee, to be conducted at the Premises by qualified companies retained by Lessee specializing in environmental  matters and reasonably satisfactory to Lessor in order to ascertain compliance with all Environmental Laws and the requirements of this Lease, all of the foregoing to be at Lessee's sole cost and expense.  Further, Lessee shall, upon the reasonable request of Lessor, provide Lessor with a bond or letter of credit, in form and substance satisfactory to Lessor, in an amount sufficient to cover the aggregate of the foregoing costs;provide Lessor with written notice (and a copy as may be applicable) of any of the following within ten (10) days of receipt thereof.  (A) Lessee's obtaining knowledge or notice of any kind of the material presence, or any actual or threatened release, of any Regulated Substance in any way adversely affecting the Premises; 
(B)  Lessee's receipt or submission, or Lessee's obtaining knowledge or notice of any kind, of any report, citation, notice or other written communication from or to any federal, state or local governmental or quasi-governmental authority regarding any Regulated Substance in any way adversely affecting the Premises; or (C)  Lessee's obtaining knowledge or notice of any kind of the incurrence of any cost or expense by any federal, state or local governmental or quasi-governmental  authority or any private party in connection with the assessment, monitoring, containment, removal or remediation  of any kind of any Regulated Substance in any way adversely affecting the Premises, or of the filing or recording of any lien on the Premises or any portion thereof in connection with any such action or Regulated Substance in any way adversely affecting the Premises; andin addition to the requirements of Section 5.4 hereof, defend all actions against the Indemnified Parties and pay, protect, indemnify and save harmless the Indemnified Parties from and against any and all liabilities, losses, damages, costs, expenses (including, without limitation, reasonable attorneys' fees and expenses), causes of action, suits, claims, demands 
or judgments  of any nature relating to any Environmental Laws or other environmental matters concerning the Premises.  Except as provided in Section 14.1(b), the indemnity contained in this Section 5.6 shall survive the expiration or earlier termination of this Lease.If a violation of Environmental Laws occurs or is found to exist and, in Lessor's reasonable judgment, the cost of remediation of, or other response action with respect to, the same is likely to exceed $500,000, Lessor shall give Lessee thirty (30) days written notice of the existence of such violation of Environmental Laws together with all back up material relating thereto and if Lessee shall not within such thirty (30) day period provide bona fide evidence that the violation of Environmental Laws does not exist or that it has been remediated, Lessee shall upon Lessor's reasonable request within thirty (30) days after the expiration of the original thirty (30) day period, provide to Lessor adequate financial assurances that Lessee will effect such remediation in accordance with applicable Environmental Laws.  Such financial assurances shall be a bond or letter of credit reasonably satisfactory to Lessor in form and substance and in an amount not less than, nor more than 125% of, the reasonable estimate of the anticipated cost of such remedial action based upon a Site Assessment performed pursuant to Section 5.6(b)(vi).
upon prior written notice from Lessor, Lessee shall permit such persons as Lessor may designate ("Site Reviewers") to visit the Premises and perform, as agents of Lessee, environmental site investigations and assessments ("Site Assessments") on the Premises (i) for the purpose of determining whether there exists on the Premises any violation of Environmental Laws or any condition which could result in any violation of Environmental Laws, (ii) in connection with any sale, financing or refinancing of the Premises, (iii) within the six month period prior to the expiration of the Lease Term, (iv) if required by a lender or the terms of any credit facility to which Lessor is bound, (v) if an Event of Default exists, (vi) at any other time that, in the opinion of Lessor or Lender, a reasonable basis exists to believe that a violation of Environmental Laws exists, or (vii) as required by Environmental Law.  Such Site Assessments may include both above and below the ground testing for Environmental Violations and such other tests as may be necessary, in the opinion of the Site Reviewers, to conduct the Site Assessments.  Lessee shall supply to the Site Reviewers such historical and operational information regarding the Premises as may be reasonably requested by the Site Reviewers to facilitate the Site Assessments, and shall make available for meetings with the Site Reviewers appropriate personnel having knowledge of such matters. The cost of performing and reporting Site Assessments shall be paid by Lessee; provided, Lessee shall not be required to pay for more than one (1) such Site Assessment in any twenty-four (24) month period, unless such Site Assessment shall occur by reason of an Event of Default. 
The provisions of this Section 5.6(b)(v) shall not apply to the environmental conditions on the portion of the Premises located in South Windsor, Connecticut as disclosed in a certain Phase I report prepared by TRC under date of June, 2001 unless Lessee shall fail to comply with existing orders issued by the Connecticut Department of Environmental Protection.  Lessee shall provide Lessor with periodic (i.e.:  not less than during the first month of each calendar quarter) updates of the status until the outstanding orders are closed.

 **Procedure Upon Purchase**.- If Lessee shall purchase the Premises pursuant to Section 6.2 of this Lease (or any other Section of this Lease to which this Section 6.1 applies), Lessor shall convey or cause to be conveyed title thereto by special warranty deed, free of any mortgage imposed by Lessor and subject only to this Lease, the lien of any taxes, exceptions subject to which the Premises were conveyed to Lessor (including the Permitted Exceptions), exceptions created or consented to or existing by reason of any action or inaction by Lessee and all Legal Requirements and any violations thereof, parties in possession, and any state of facts an accurate survey would disclose.
-  Upon the date fixed for any purchase of the Premises pursuant to this Lease, Lessee shall pay to Lessor the purchase price therefor specified herein in immediately available funds, together with all Basic Rent, additional rent and other sums then due and payable hereunder to and including such date of purchase, and there shall be delivered to Lessee a deed or other conveyance of the interests in the Premises then being sold to Lessee and any other instruments reasonably necessary to evidence the conveyance of title thereto described in Section 6.1 (a) and to assign any other property then required to be assigned by Lessor pursuant hereto.
- There shall be no adjustments at the closing of a purchase pursuant to this Section 6.1.  Lessee shall pay all charges incident to such conveyance and assignment, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums and all applicable transfer taxes (not including any income, capital gain or franchise taxes of Lessor) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments.  Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.
**Condemnation and Casualty**.*General Provisions
.  
Except as provided in Section 
6.2(b),  Lessee hereby irrevocably assigns to Lessor any award, compensation or insurance payment to which Lessee may become entitled by reason of Lessee's interest in the Premises (i)  if the use, occupancy or title of the Premises or any part thereof is taken, requisitioned or sold in, by or on account of any actual or threatened eminent domain proceeding or other action by any person having the power of eminent domain ("Condemnation") or (ii)  if the Premises or any part thereof is damaged or destroyed by fire, flood or other casualty ("Casualty").  All awards, compensations and insurance payments on account of any Condemnation or Casualty are herein collectively called "Compensation." Lessor may appear in any such proceeding or action to negotiate, prosecute and adjust any claim for any Compensation, and Lessor shall collect any such Compensation.  Lessor may not unilaterally negotiate, prosecute and adjust any claim for any Compensation.  Lessor must consult with and obtain Lessee's consent thereto.  If the parties are unable to so agree, then they shall appoint a professional adjuster who shall negotiate, prosecute and adjust a claim for Compensation.  Lessee shall pay all of Lessor's reasonable costs and expenses in connection with each such proceeding, action, negotiation, prosecution and adjustment.  Lessee shall be entitled to participate in any such proceeding, action, negotiation, prosecution, appeal or adjustment as contemplated herein.  Notwithstanding anything to the contrary contained in this Article VI, if permissible under applicable law, any separate Compensation made to Lessee for its moving and relocation expenses, anticipated loss of business profits, loss of goodwill or fixtures and equipment paid for by Lessee and which are not part of the Premises (including, without limitation, the Severable Property) shall be paid directly to and shall be retained by Lessee (and shall not be deemed to be "Compensation").  All Compensation shall be applied pursuant to this Section 6.2, and all such Compensation (less the expense of collecting such Compensation) is herein called the "Net Proceeds."*Substantial Condemnation.*If a Condemnation shall affect all or a substantial portion of the Premises (or a particular piece of the Premises) and shall render the Premises (or a particular piece of the Premises), in Lessee's good faith judgment, unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not later than sixty (60) days after a determination has been made as to when possession of the Premises (or such portion thereof) must be delivered with respect to such Condemnation, deliver to Lessor (i) notice of its intention ("Notice of Intention") to terminate this Lease on the next rental payment date which occurs not less than ninety (90) days after the delivery of such notice (the "Condemnation Termination Date"), (ii) a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determinedthat such Condemnation has rendered the Premises (or a particular piece of the Premises) unsuitable for restoration for continued use and occupancy in Lessee's business, (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement in effect as of the Condemnation Termination Date with which Lessee is obligated to comply pursuant to this Lease, and (iv) if the Condemnation Termination Date occurs at any time during the Lease Term, an irrevocable offer by Lessee to Lessor to purchase on the Condemnation Termination Date any remaining portion of the Premises (or a particular piece of the Premises) and the Net Proceeds, if any, payable in connection with such Condemnation (or the right to receive the same when made, if payment thereof has not yet been made), at a price equal to the then fair market value of the Premises (or a particular piece of the Premises) or the original Acquisition Cost applicable to such portion of the Premises as identified in Schedule E, whichever is greater.  If Lessor shall reject such offer by notice given to Lessee not later than fifteen (15) days prior to the Condemnation Termination Date, this Lease shall terminate on the Condemnation Termination Date (except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Condemnation Termination Date or which are expressly stated to survive the termination or expiration of this Lease) upon payment by Lessee of all Basic Rent, additional rent and other sums due and payable hereunder to and including the Condemnation Termination Date, and the Net Proceeds shall belong to Lessor.  Unless Lessor shall have rejected such offer in accordance with this Section, Lessor shall be conclusively considered to have accepted such offer, and, on the Condemnation Termination Date, there shall be conveyed to Lessee or its designee the remaining portion of the affected portions of the Premises, if any, and there shall be assigned to Lessee or its designee all its interest in the Net Proceeds, pursuant to and upon compliance with Section 6.1.*Substantial Casualty Affecting 151 Batson Drive, Manchester, Connecticut During Extended Term.*If an insured Casualty shall, in Lessee's good-faith judgment, affect that portion of the Premises known as 151 Batson Drive, Manchester, Connecticut (Schedule A, Third Piece) during an Extended Term, if any, and shall render that portion of the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, then Lessee may, not later than ninety (90) days after such Casualty, deliver to Lessor (i)notice of its intention to terminate this Lease as to such portion of the Premises on the next rental payment date which occurs not less than sixty (60) days after the delivery of such notice (the "Casualty Termination Date"), (ii)a certificate of an authorized officer of Lessee describing the event giving rise to such termination and stating that Lessee has determined that such Casualty has rendered such portion of the Premises unsuitable for restoration for continued use and occupancy in Lessee's business, and (iii) documentation to the effect that termination of this Lease will not be in violation of any agreement then in effect with which Lessee is obligated to comply pursuant to this Lease.  Upon payment by Lessee of all Basic Rent, additional rent and other sums then due and payable hereunder to and including the Casualty Termination Date, this Lease shall terminate as to such portion of the Premises only on the Casualty Termination Date except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to the Casualty Termination Date, and the Net Proceeds shall belong to Lessor.  In such event, Rent shall be adjusted in accordance with the percentages contained in Schedule D.*Less Than Substantial Condemnation or Any Casualty During the Interim Term, the Primary Term or the Extended Term.*If, after a Condemnation or Casualty, Lessee does not give or does not have the right to give Notice of Intention to terminate this Lease as provided in Subsection 6.2(b)or (c), then this Lease shall continue in full force and effect and Lessee shall, at its expense, rebuild, replace or repair the Premises in conformity with the requirements of Subsections 2.1, 2.2 and 5.3 so as to restore the Premises (in the case of Condemnation, as nearly as practicable) to the condition, and character thereof immediately prior to such Casualty or Condemnation.
If the Net Proceeds are less than $500,000, Lessor shall permit the Net Proceeds to be used by Lessee to repair or restore the Premises.  Lessor (or a lender if required by any mortgage) shall hold Net Proceeds in excess of $500,000 in a fund (the "Restoration Fund") and disburse amounts from the Restoration Fund only in accordance with the following conditions:
- prior to commencement of restoration, (A) the architects, contracts, contractors, plans and specifications for the restoration shall have been approved by Lessor, (B) Lessor shall be provided with mechanics' lien insurance (if available) and acceptable performance and payment bonds which insure satisfactory completion of and payment for the restoration, are in an amount and form and have a surety acceptable to Lessor, and name Lessor and Lessor's Lender as additional dual obligees, and (C) if allowed by law, appropriate waivers of mechanics' and materialmen's liens shall have been provided to Lessor;
- at the time of any disbursement, no Event of Default shall exist and no mechanics' or materialmen's liens shall have been filed against any of the Premises and remain undischarged or shall not have been partially released or subordinated to the extent of any progress payments made;
- disbursements shall be made from time to time in an amount not exceeding the cost of the work completed since the last disbursement, upon receipt of (A) satisfactory evidence, including architects' certificates, of the stage of completion, the estimated total cost of completion and performance of the work to date in a good and workmanlike manner in accordance with the contracts, plans and specifications, (B) waivers of liens, (C) contractors' and subcontractors' sworn statements as to completed work and the cost thereof for which payment is requested, (D) a satisfactory bringdown of title insurance and (E) other evidence of cost and payment so that Lessor can verify that the amounts disbursed from time to time are represented by work that is completed, in place and free and clear of mechanics' and materialmen's lien claims;
- each request for disbursement shall be accompanied by a certificate of Lessee, signed by the president or a vice president of Lessee, describing the work for which payment is requested, stating the cost incurred in connection therewith, stating that Lessee has not previously received payment for such work and, upon completion of the work, also stating that the work has been fully completed and complies with the applicable requirements of this Lease;
- 	Lessor may retain ten percent (10%) of the Restoration Fund until 90% of the restoration is fully completed;
- 	if the Restoration Fund is held by Lessor, the Restoration Fund shall be held in trust and shall not be commingled with Lessor's other funds and shall bear interest at a rate agreed to by Lessor and Lessee; and
- 	such other reasonable conditions as Lessor or Lessor's Lender may impose.
Prior to commencement of restoration and at any time during restoration, if the estimated cost of completing the restoration work free and clear of all liens, as determined by Lessor, exceeds the amount of the Net Proceeds available for such restoration, the amount of such excess shall, upon demand by Lessor, be paid by Lessee to Lessor to be added to the Restoration Fund.  Any sum so added by Lessee which remains in the Restoration Fund upon completion of restoration shall be refunded to Lessee.  For purposes of determining the source of funds with respect to the disposition of funds remaining after the completion  of restoration, the Net Proceeds shall be deemed to be disbursed prior to any amount added by Lessee.
If any sum remains in the Restoration Fund after completion of the restoration and the repayment of any sums added by Lessee to the Restoration Fund, such sum shall be retained by Lessor.
Intentionally deleted.
From and after the event of loss, and during or prior to any period of repair or rebuilding pursuant to this 
Section, 
this Lease will remain in full force and effect, and Base Rent shall continue to be payable in accordance with Section 1.5, without abatement or reduction.
**Insurance**.- Lessee will maintain insurance on the Premises of the following character:
Insurance against all risks of direct physical loss, including loss by fire, lightning and other risks which at the time are included under "extended coverage" endorsements, in amounts sufficient to prevent Lessor and Lessee from becoming a coinsurer of any loss but in any event in amounts not less than 100% of the estimated replacement cost of the Improvements, exclusive of foundations and excavations, with deductibles not to exceed $50,000;
General public liability insurance and/or umbrella liability insurance against claims for bodily injury, death or property damage occurring on, in or about the Premises in the minimum amounts of $15,000,000 combined single limit or in such greater amounts as are then customary for property similar in use to the Premises;
Rent loss insurance in an amount sufficient to cover loss of rents from the Premises pursuant to this Lease for a period of at least one year;
Worker's compensation insurance (including employers' liability insurance, if requested by Lessor) to the extent required by the law of the state in which the Premises are located and to the extent necessary to protect Lessor and the Premises against Lessee's workers' compensation claims (to the extent permitted by applicable law, Lessee may self-insure with respect to worker's compensation insurance);
Boiler and machinery insurance in respect of any boilers and similar apparatus located on the Premises in the minimum amount of $500,000 or in such greater amounts as to adequately insure the Premises;
During any period of construction on the Premises, builder's risk insurance on a completed value, 
nonreporting 
basis for the total cost of such alterations or improvements, and workers' compensation insurance as required by applicable law.  This coverage may be provided by Lessee's all risk property insurance pursuant to Section 6.3(i) herein; and
Such other insurance in such amounts and against such risks, as is commonly obtained in the case of property similar in use to the Premises and located in the states in which the Premises are located by prudent owners of such property, including, but not limited to, flood insurance (if the Premises is in a flood plain) and earthquake insurance.

Such insurance shall be written by companies authorized to do business in the state where the Premises are located and carrying a claims paying ability rating of at least "A:X" by Best's rating service, and with the exception of workers' compensation insurance, shall name Lessor as an additional insured as its interest may appear.  If the Premises or any part thereof shall be damaged or destroyed by casualty, and if the estimated cost of rebuilding, replacing or repairing the same shall exceed $50,000, Lessee promptly shall notify Lessor thereof.Every such policy (other than any workers' compensation policy and general liability policy) shall bear a mortgagee endorsement in favor of the Lessor's Lender or beneficiary (whether one or more, the "Mortgagee") under each mortgage, deed of trust or similar security instrument creating a lien on the interest of Lessor in the Premises (whether one or more, the "Mortgage"), and any loss under any such policy shall be payable to the Mortgagee which has a first lien on such interest (if there is more than one first Mortgagee, then to the trustee for such 
Mortgagees)  to be held and applied by Mortgagee toward restoration pursuant to Section 6.2.  Every policy referred to in Subsection 6.3(a) shall provide that it will not be cancelled or amended except after thirty (30) days' written notice to Lessor and the Mortgagee and that it shall not be invalidated by any act or negligence of Lessor, Lessee or any person or entity having an interest in the Premises, nor by occupancy or use of the Premises for purposes more hazardous than permitted by such policy, nor by any foreclosure or other proceedings relating to the Premises, nor by change in title to or ownership of the Premises.Lessee shall deliver to Lessor and Mortgagee 
(i)  upon request copies of the applicable insurance policies and (ii)  original or duplicate certificates of insurance, satisfactory to Lessor and Mortgagee evidencing the existence of all insurance which is required to be maintained by Lessee hereunder and payment of all premiums therefor, such delivery to be made (i)  upon the execution and delivery hereof and (ii)  at least thirty (30) days prior to the expiration of any such insurance.  Lessee shall not obtain or carry separate insurance concurrent in form or contributing in the event of loss with that required by this Section 6.3 unless Lessor is named an additional insured therein and unless there is a mortgagee endorsement in favor of Mortgagee with loss payable as provided herein.  Lessee shall immediately notify Lessor whenever any such separate insurance is obtained and shall deliver to Lessor and Mortgagee the policies or certificates evidencing the same.  Any insurance required hereunder may be provided under blanket policies, provided that the Premises are specified therein.The requirements of this Section 6.3 shall not be construed to negate or modify Lessee's obligations under Section 5.4.

 **Conditional Limitations; Default Provisions**.- Any of the following occurrences or acts shall constitute an Event of Default under this Lease:
If Lessee shall (1) fail to pay any Basic Rent, additional rent or other sum within three (3) business days of when required to be paid by Lessee hereunder or (2) fail to observe or perform any other provision
hereof and such 
nonmonetary 
failure shall continue for thirty (30) days after written notice to Lessee of such failure (provided that, in the case of any such failure which cannot be cured by the payment of money and cannot with diligence be cured within such 
thirty (30) day  period, if Lessee shall commence promptly to cure the same and thereafter prosecute the curing thereof with diligence, the time within which such failure may be cured shall be extended for such period not to exceed one hundred eighty (180) days, unless a longer period is agreed to by Lessor;If any representation or warranty of Lessee set forth in any certificate provided by Lessee pursuant to this Lease, shall prove to be incorrect in any material adverse respect as of the time when the same shall have been made in a way adverse to Lessor and Lessor shall suffer a loss or detriment as a result thereof, including, without limitation, the taking of any action (including, without limitation, the demise of the Premises to Lessor herein) in reliance upon such representation or warranty and, in each case, the facts shall not be conformed to the representation and warranty as soon as practicable in the circumstances (but in no event to exceed thirty (30) days) after written notice to Lessee from Lessor of such inaccuracy and Lessor restored to the position it would have enjoyed had such representation or warranty been accurate at the time it was made;
If Lessee shall file a petition in bankruptcy or for reorganization or for an arrangement pursuant to any federal or state law or shall be adjudicated a bankrupt or become insolvent or shall make an assignment for the benefit of creditors, or if a petition proposing the adjudication of Lessee as a bankrupt or its reorganization pursuant to any federal or state bankruptcy law or any similar federal or state law shall be filed in any court and Lessee shall consent to or acquiesce in the filing thereof or such petition shall not be discharged or denied within ninety (90) days after the filing thereof;
If a receiver, trustee or conservator of Lessee, or of all or substantially all of the assets of Lessee, or of the Premises or Lessee's estate therein shall be appointed in any proceeding brought by Lessee, or if any such receiver, trustee or conservator shall be appointed in any proceeding brought against Lessee and shall not be discharged within ninety (90) days 
after  such appointment, or if Lessee shall consent to or acquiesce in such appointment;If the Premises shall have been either (x) abandoned or (y) vacated for a period in excess of thirty (30) consecutive days (not including periods of repair or restoration following a casualty or condemnation or retenanting periods in connection with an existing sublease or assignment agreement);
A default by Lessee  beyond any applicable cure period in the payment of rent under, or in the performance of any other material provision of, any other lease or leases that have, in the aggregate, annual rental obligations of $500,000 or more if the lessor under any such lease or leases commences to exercise its remedies thereunder;A final, non-appealable judgment or judgments for the payment of money in excess of $5,000,000.00 in the aggregate shall be rendered against Lessee, which sum is not covered by insurance, and the same shall remain undischarged for a period of sixty (60) consecutive days (unless payment is not then required by the judgment or the order issued in connection with the judgment); 
Lessee shall be liquidated or dissolved or shall begin proceedings towards its liquidation or dissolution, except as allowed herein; 
Lessee shall sell or transfer or enter into an agreement to sell or transfer all or substantially all of its assets, except as allowed herein; 
Lessee shall fail to renew or replenish the Hold Back Amount in accordance with the requirements of Section 13.1;
A default beyond any applicable cure period or at maturity by Lessee in any payment of principal or interest on Lessee's obligations under its senior secured credit facility or in the performance of any other provision contained in any instrument under which any such obligation is created or secured (including the breach of any covenant thereunder), (x) if such payment is a payment at maturity or a final payment, or (y) if such default causes such obligation to become due prior to its stated maturity.
If an Event of Default shall have happened, be continuing and any grace period hereunder shall have expired, Lessor shall have the right to give Lessee notice of Lessor's termination of the Lease Term.  Upon the giving of such notice, the Lease Term and the estate hereby granted shall expire and terminate on such date as fully and completely and with the same effect as if such date were the date herein fixed for the expiration of the Lease Term, and all rights of Lessee hereunder shall expire and terminate, but Lessee shall remain liable as hereinafter provided.
If an Event of Default shall have happened and be continuing, Lessor shall have the immediate right, whether or not the Lease Term shall have been terminated pursuant to Subsection 
7.1(b), 
to reenter and repossess the Premises and the right to remove all persons and property (subject to Section 3.2) therefrom by summary proceedings, ejectment or any other legal action or in any lawful manner Lessor determines to be necessary or desirable.  Lessor shall be under no liability by reason of any such reentry, repossession or removal.  No such reentry, repossession or removal shall be construed as an election by Lessor to terminate the Lease Term unless a notice of such termination is given to Lessee pursuant to Subsection 
7.1(b) 
or unless such termination is decreed by a court.
At any time or from time to time after a reentry, repossession or removal pursuant to Subsection 7.
1(c), 
whether or not the Lease Term shall have been terminated pursuant to Subsection 
7.1(b), 
Lessor may (but shall be under no obligation to) 
relet  the Premises for the account of Lessee, in the name of Lessee or Lessor or otherwise, without notice to Lessee, for such term or terms and on such conditions and for such uses as Lessor, in its absolute discretion, may determine.  Lessor may collect any rents payable by reason of such reletting.  Lessor shall not be liable for any failure to relet  the Premises or for any failure to collect any rent due upon any such reletting.No expiration or termination of the Lease Term pursuant to Subsection 
7.1(b),  by operation of law or otherwise, and no reentry, repossession or removal pursuant to Subsection 7.1(c) or otherwise, and no reletting  of the Premises pursuant to Subsection 7.1(d)  or otherwise, shall relieve Lessee of its liabilities and obligations hereunder, all of which shall survive such expiration, termination, reentry, repossession, removal or reletting.If an Event of Default shall have happened, be continuing and any grace period hereunder shall have expired, Lessor shall have the following options regarding monetary payments:
-  In the event of any expiration or termination of the Lease Term or reentry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, Lessee shall pay to Lessor all Basic Rent, additional rent and other sums required to be paid by Lessee, in each case to and including the date of such expiration, termination, reentry, repossession or removal, and, thereafter, Lessee shall, until the end of what would have been the Lease Term in the absence of such expiration, termination, reentry, repossession or removal and whether or not the Premises shall have been  relet,  be liable to Lessor for, and shall pay to Lessor, as liquidated and agreed current damages:  (i)  all Basic Rent, all additional rent and other sums which would be payable under this Lease by Lessee in the absence of any such expiration, termination, reentry, repossession or removal, together with all expenses of Lessor in connection with such reletting  (including, without limitation, all repossession costs, brokerage commissions, reasonable attorneys' fees and expenses (including, without limitation, fees and expenses of appellate proceedings), employee's expenses, alteration costs and expenses of necessary preparation for such reletting),  less (ii)  the net proceeds, if any, of any reletting  effected for the account of Lessee pursuant to Subsection 7.1(d).  Lessee shall pay such liquidated and agreed current damages on the dates on which rent would be payable under this Lease in the absence of such expiration, termination, reentry, repossession or removal, and Lessor shall be entitled to recover the same from Lessee on each such date.At any time after any such expiration or termination of the Lease Term or reentry or repossession of the Premises or removal of persons or property therefrom by reason of the occurrence of an Event of Default, whether or not Lessor shall have collected any liquidated and agreed current damages pursuant to Subsection 
7.1(f)(i),
 Lessor shall be entitled to recover from Lessee, and Lessee shall pay to Lessor on demand, as and for liquidated and agreed final damages for Lessee's default and in lieu of all liquidated and agreed current damages beyond the date of such demand (it being agreed that it would be impracticable or extremely difficult to fix the actual damages), an amount equal to the excess, if any, of (a) the aggregate of all Basic Rent, additional rent and other sums which would be payable under this Lease, in each case from the date of such demand (or, if it be earlier, to date to which Lessee shall have satisfied in full its obligations under Subsection 
7.1(f)(i)  to pay liquidated and agreed current damages) for what would be the then unexpired Lease Term in the absence of such expiration, termination, reentry, repossession or removal, discounted at the rate of 5% per annum, over (b)  the then fair rental value of the Premises, discounted at the rate of 5% per annum for the same period.  If any law shall limit the amount of liquidated final damages to less than the amount above agreed upon, Lessor shall be entitled to the maximum amount allowable under such law.In lieu of the provisions of Section 7.1(f)(i) and 7.1(f)(ii), Lessor may, upon notice to Lessee, require Lessee to make an irrevocable offer to terminate this Lease upon payment to Lessor of an amount (the "Default Termination Amount") specified in the next sentence.  The "Default Termination Amount" shall be the greatest of (A) the sum of the fair market value of the Premises and the applicable prepayment premium which Lessor will be required to pay in prepaying any loan with proceeds of the Default Termination Amount, (B) the sum of the Acquisition Cost (identified in Schedule E) and the applicable prepayment premium which Lessor will be required to pay in prepaying any loan with proceeds of the Default Termination Amount or (C) an amount equal to the present value of the entire Basic Rent from the date of such purchase to the date on which the Lease Term would expire, assuming that the Lease Term has been extended for all extension periods, if any, provided for in this Lease.  Upon such notice to Lessee, Lessee shall be deemed to have made such offer and shall, if requested by Lessor, within ten (10) days following such request deposit with Lessor as payment against the Default Termination Amount the amount described in (B) above and Lessor and Lessee shall promptly commence to determine Fair Market Value.  Within thirty (30) days after the Fair Market Value Date, Lessor shall accept or reject such offer.  If Lessor accepts such offer then, on the tenth (10th) business day after such acceptance, Lessee shall pay to Lessor the Default Termination Amount and, at the request of Lessee, Lessor will convey the Premises to Lessee or its designee in accordance with Section 6.1.  Any rejection by Lessor of such offer shall have no effect on any other remedy Lessor may have under this Lease.
In lieu of the provisions of Sections 7.1(f)(i), 7.1(f)(ii) and 7.1(f)(iii), Lessor may, upon notice to Lessee, declare Rent (in the amount of Basic Rent then in effect) for the remainder of the then current Term to be immediately due and payable.  Lessee shall immediately pay to Lessor all such Basic Rent discounted to its Present Value, all accrued Rent then due and unpaid, all other Monetary Obligations which are then due and unpaid and all Monetary Obligations which arise or become due by reason of such Event of Default (including any Costs of Lessor).  Upon receipt by Lessor of all such accelerated Basic Rent and Monetary Obligations ,this Lease shall remain in full force and effect and Lessee shall have the right to possession of the Premises from the date of such receipt by Lessor to the end of the Term, and subject to all the provisions of this Lease, including the obligation to pay all increases in Basic Rent and all Monetary Obligations that subsequently become due, except that (A) no Basic Rent which has been prepaid hereunder shall be due thereafter during the said Lease Term, (B) Lessee shall have no option to extend or renew the Lease Term.
**Bankruptcy or Insolvency**.- If Lessee shall become a debtor in a case filed under Chapter 7 or Chapter 11 of the Bankruptcy Code and Lessee or Lessee's trustee shall fail to elect to assume this Lease within sixty (60) days after the filing of such petition or such additional time as provided by the court within such  sixty (60) day  period, this Lease shall be deemed to have been rejected.  Immediately thereupon, Lessor shall be entitled to possession of the Premises without further obligation to Lessee or Lessee's trustee, and this Lease, upon the election of Lessor, shall terminate, but Lessor's right to be compensated for damages (including, without limitation, liquidated damages pursuant to any provision hereof) or the exercise of any other remedies in any such proceeding shall survive, whether or not this Lease shall be terminated.Neither the whole nor any portion of Lessee's interest in this Lease or its estate in the Premises shall pass to any trustee, receiver, conservator, assignee for the benefit of creditors or any other person or entity, by operation of law or otherwise under the laws of any state having jurisdiction of the person or property of Lessee, unless Lessor shall have consented to such transfer.  No acceptance by Lessor of rent or any other payments from any such trustee, receiver, assignee, person or other entity shall be deemed to constitute such consent by Lessor nor shall it be deemed a waiver of Lessor's right to terminate this Lease for any transfer of Lessee's interest under this Lease without such consent.
In the event of an assignment of Lessee's interests pursuant to this Section 7.2, the right of any assignee to extend the Lease Term for an Extended Term beyond the Primary Term or the then Extended Term of this Lease shall be extinguished.
**Additional Rights of Lessor**.- No right or remedy hereunder shall be exclusive of any other right or remedy, but shall be cumulative and in addition to any other right or remedy hereunder or now or hereafter existing.  Failure to insist upon the strict performance of any provision hereof or to exercise any option, right, power or remedy contained herein shall not constitute a waiver or relinquishment thereof for the future.  Receipt by Lessor of any Basic Rent, additional rent or other sums payable hereunder with knowledge of the breach of any provision hereof shall not constitute waiver of such breach, and no waiver by Lessor of any provision hereof shall be deemed to have been made unless made in writing.  Lessor shall be entitled to injunctive relief in case of the violation, or attempted or threatened violation, of any of the provisions hereof, or to a decree compelling performance of any of the provisions hereof, or to any other remedy allowed to Lessor by law or equity.
- If an Event of Default on the part of Lessee shall have occurred hereunder and be continuing, then, without thereby waiving such default, Lessor may, but shall be under no obligation to, take all action, including, without limitation, entry upon the Premises, to perform the obligation of Lessee hereunder immediately and without notice in the case of any emergency as may be reasonably determined by Lessor and upon five business days' notice to Lessee in other cases.  All reasonable expenses incurred by Lessor in connection therewith, including, without limitation, attorneys' fees and expenses (including, without limitation, those incurred in connection with any appellate proceedings), shall constitute additional rent under this Lease and shall be paid by Lessee to Lessor upon demand.If Lessee shall be in default in the performance of any of its obligations under this Lease beyond any applicable grace or cure period hereunder, Lessee shall pay to Lessor, on demand, all expenses incurred by Lessor as a result thereof, including, without limitation, reasonable attorneys' fees and expenses (including, without limitation, those incurred in connection with any appellate proceedings).  If Lessor shall be made a party to any litigation commenced against Lessee and Lessee shall fail to provide Lessor with counsel approved by Lessor and pay the expenses thereof, Lessee shall pay all costs and reasonable attorneys' fees and expenses in connection with such litigation (including, without limitation, fees and expenses incurred in connection with any appellate proceedings).
If Lessee shall fail to pay when due any Basic Rent, additional rent or other sum required to be paid by Lessee hereunder, Lessor shall be entitled to collect from Lessee as additional rent and Lessee shall pay to Lessor, in addition to such Basic Rent, additional rent or other sum, a late payment charge on the delinquency equal to the "Late Rate".  The "Late Rate" shall be the lesser of 
(i)  that per annum rate of interest which exceeds by two (2) percentage points, the base rate most recently announced by Citibank, N.A., New York, New York, as its Base Rate or (ii)  the maximum rate permitted by applicable law.  In addition to all other remedies Lessor has hereunder, if Lessee shall fail to pay any Basic Rent, additional rent or other sum, as and when required to be paid by Lessee hereunder prior to the expiration for the period of payment pursuant to Subsection 7.1(a)(i)(1),  Lessor shall be entitled to collect from Lessee, and Lessee shall pay to Lessor, as additional rent, an amount equal to 1% of the amount shown in the notice as unpaid.
 **Notices and Other Instruments.**
All notices, offers, consents and other instruments given pursuant to this Lease shall be in writing and shall be validly given when hand delivered or sent by a courier or express service guaranteeing overnight delivery addressed as follows:

If to Lessor: c/o W.P. Carey & Co., LLC

					50 Rockefeller Plaza, 2nd Floor

					New York, NY  10020

With a copy to: A copy of any notice given by Lessee to Lessor shall

					   simultaneously be given by Lessee to:

 Reed Smith, LLP

					2500 One Liberty Place

					Philadelphia, PA  19103

					Attn:  Chairman, Real Estate Department

If to Lessee: Gerber Scientific, Inc.*******