Exhibit
10.27


 


STANDARD FORM OF OFFICE LEASE


 


1.             SUMMARY
OF BASIC LEASE PROVISIONS, DEFINITIONS AND TABLE OF CONTENTS


 


BASIC DEFINITIONS


 


1.1   The following are the basic
definitions and provisions of this Lease and are subject to all the terms and
provisions of this Lease or any amendments or exhibits hereto:


 


	
  (a)

  	
  Date
  of Lease:

  	
   

  	
  July 14th,
  2004

  
	
   

  	
   

  	
   

  	
   

  
	
  (b)

  	
  Landlord:

  	
   

  	
  PW/MS
  OP SUB I, LLC,

  a Delaware limited liability company

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Landlord’s
  Address:

  	
   

  	
  c/o
  PW/MS Management Co., Inc.

  The Gale Company, L.L.C.

  Park Avenue at Morris County

  100 Campus Drive, Suite 200

  Florham Park, New Jersey 07932

  
	
   

  	
   

  	
   

  	
   

  
	
  (c)

  	
  Tenant:

  	
   

  	
  INFORMATION
  STRATEGIES GROUP, INC.,

  a New Jersey corporation

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tenant’s
  Address:

  	
   

  	
  20
  Waterview Boulevard

  
	
   

  	
   

  	
   

  	
  Parsippany-Troy
  Hills, New Jersey 07054

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Tenant’s
  Tax Identification Number: 22-3361801

  
	
   

  	
   

  
	
  (d)

  	
  Building:

  	
   

  	
  20
  Waterview Boulevard

  Parsippany-Troy
  Hills, New Jersey

  
	
   

  	
   

  	
   

  	
   

  
	
  (e)

  	
  Demised
  Premises:

  	
   

  	
  a
  portion of the third (3rd) floor in the Building, as shown on Exhibit A
  attached and made a part hereof

  
	
   

  	
   

  
	
  (f)

  	
  Rentable
  Size of Building:         deemed
  as 226,145 square feet

  
	
   

  	
   

  
	
  (g)

  	
  Rentable
  Size of Demised Premises:  deemed as 10,497 square feet

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (h)

  	
  Tenant’s
  Occupancy Percentage:  deemed
  as 4.64%

  
											



 


	
  (i)

  	
  Base Taxes:

  	
   

  	
  the
  amount determined by multiplying (a) the real estate tax rate in effect
  on January 1, 2004 and (b) the assessed valuation of the Real
  Estate for the calendar year ending December 31, 2004, as such assessed
  valuation is or may be ultimately determined by final administrative or
  judicial proceeding, or by abatement by an appropriate taxing authority

  



 


	
  (j)

  	
  First Operating Year:

  	
   

  	
  the
  calendar year ending December 31, 2004

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  First
  Tax Year:  the
  calendar year ending December 31, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (k)

  	
  Term
  of Lease:  5 years
  and 2 months

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  (l)

  	
  Estimated
  Commencement Date:  September 30,
  2004

  
	
   

  	
   

  
	
  (m)

  	
  Minimum
  Rent:

  
									



 


	
  Lease Months

  	
   

  	
  Annual

  	
   

  	
  Monthly

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-24

  	
   

  	
  $

  	
  238,386.84

  	
   

  	
  $

  	
  19,865.57

  	
   

  
	
  25-62

  	
   

  	
  $

  	
  256,756.38

  	
   

  	
  $

  	
  21,396.39

  	
   

  



 


(n)           Prepayment of Rent:           $19,865.57


 


1

















 


(o)           Security:       $42,792.78 in the form of
cash or Letter of Credit


 


(p)           Permitted  Use:     first-class
general, executive and administrative office use only and for   no other purpose


 


(q)           Allotted  Parking:  37 spaces of
which 5 spaces will be Designated Spaces


 


(r)            Brokers:       Williams Real Estate of New
Jersey, LLC

119 Cherry Hill Road 

Suite 110

Parsippany, New Jersey 07054 

Attention:  Douglas Rowe

Vice President


 


-
and -


 


The Gale Real Estate Advisors Company, L.L.C.

Park Avenue at Morris County 

100 Campus Drive, Suite 200 

Florham Park, New Jersey 07932 

Attention:      Mark Yeager 

        President


 


(s)           Rental  Credit:  $39,731.14


 


(t)            Renewal  Options:  two (2),
five (5) year renewal options


 


(u)           Tenant  Drawing Date:  Date of
Lease


 


(v)           Construction Credit:  $188,946.00


 


1.2           Additional
Definitions.  For the
purposes of this Lease, the following terms shall have the meanings set forth
below:


 


Accelerated Rent shall have the meaning given to it in Section 35.1(c) hereof.


 


Adjusted Minimum Rent shall mean the Minimum Rent
as increased in accordance with this Lease to reflect any increase in Taxes and
Operating Costs.


 


Affiliated Property shall have the meaning
given to it in Section 16.5 hereof.


 


Agent(s) shall mean any agent, consultant, contractor
or subcontractor hired by or reporting to Tenant or its employee, and any
employee of any such entity.


 


Appraiser(s) shall have the meaning given
to it in Section 5l.3(c).


 


Article(s) shall refer to the major subdivisions of this
Lease listed in Section 1.3 hereof.


 


Assignee(s) or assignee(s) shall
have the meaning given to it in Section 16.9 hereof.


 


Assignment or assignment shall
have the meaning given to it in Section 16.9 hereof.


 


Assignor or assignor shall
have the meaning given to it in Section 16.9 hereof.


 


2

















 


Bankruptcy Code shall have the meaning given to it in Section 39.1
hereof.


 


Billing Date shall have the meaning given to it in Section 6.2(a) hereof.


 


Building Lessor shall have the meaning given it in Section 3.4
hereof.


 


Cleaning Service Rider shall mean Exhibit: C and
all amendments thereto.


 


Commencement Date shall have the meaning given to it in Section 3.1
hereof.


 


Commencement Date Notice shall have the meaning
given to it in Section 3.4 hereof.


 


Controlling Interest shall have the meaning
given to it in Section 16.9(d) hereof.


 


Cure Period shall have the meaning given to it in Section 34.2
hereof.


 


Default shall have the meaning given to it in Section 34.1
hereof.


 


Environmental shall mean anything affecting the physical
health, safety or condition of human beings, wildlife, or natural resources.


 


Environmental Authority shall have the meaning
given to it in Section 15.2 hereof.


 


Estimated Minimum Rent shall have the meaning given
to it in Section 51.3(d) hereof.


 


Event of Default shall have the meaning given to it in Section 34.2
hereof.


 


Expiration Date shall have the meaning given to it in Section 3.4
hereof.


 


Governmental Authority(ies) shall mean any governmental
or quasi-governmental legislative, executive, judicial, regulative or
independent body, department, office, agency, bureau or similar entity or any
agent, officer or representative thereof.


 


HVAC shall mean heating, ventilation and air
conditioning.


 


Improvements shall mean the Building and other improvements on
the Land.


 


Initial Term shall have the meaning given to it in Section 3.4
hereof.


 


Interest shall have the meaning given to it in Section 34.3
hereof.


 


Land shall mean the land described in Exhibit B.


 


Land Lessor shall have the meaning given it in Section 29.3
hereof.


 


Landlord shall have the meaning given, to it in Section 29.2
hereof.


 


3

















 


Landlord’s Determination shall have the meaning
given to it in Section 6.2 (e) hereof.


 


Landlord’s Determination Notice shall have the meaning
given to it in Section 51.3(a) hereof.


 


Landlord’s Recapture Notice shall have the meaning
given to it in Section 16.4 hereof.


 


Landlord’s Recapture Right shall have the meaning
given to it in Section 16.4 hereof.


 


Landlord’s Work shall have the meaning given to it in Section 23.1
hereof.


 


Law(s) shall mean any statute, ordinance, order, code, rule or
regulation of a Governmental Authority now or hereafter in effect as applicable
under the circumstances.


 


Legal Holiday(s) shall have the meaning given
to it in Exhibit D.


 


Letter of Credit shall have the meaning given to it in Section 8.7
hereof.


 


License shall have the meaning given to it in Section 10.2
hereof.


 


Managing Agent shall mean the managing agent named on the
signature page of this Lease, or such other person or entity as Landlord
may designate by written notice from Landlord to Tenant, subject to Article 45
hereof.


 


Market Rent shall have the meaning given to it in Section 51.4(b) hereof.


 


Monument shall have the meaning given to it in Section 59.1
hereof.


 


Operating Costs shall have the meaning given to it in Section 6.2
(b) hereof.


 


Operating Statement shall have the meaning
given to it in Section 6.2(a) hereof.


 


Operating Year shall mean any calendar year (or portion
thereof) during the Term of Lease after the First Operating Year.


 


Parking Area(s) shall have the meaning given
to it in Section 10.2 hereof.


 


Partner(s) shall have the meaning given it in Section 42.1
hereof.


 


Partnership Tenant shall have the meaning
given to it in Section 42.1 hereof.


 


Pass-Through Capital Improvements shall have the meaning
given to it in Section 6.2(f) hereof.


 


Profit shall have the meaning given to it in Section 16.6
hereof.


 


Real Estate shall mean, collectively, the Land and the Building
and other improvements thereon.


 


Renewal Option(s) shall have the meaning given
to it in Section 51.1 hereof.


 


4

















 


Renewal Term shall have the meaning given to it in Section 51.1
hereof.


 


Rent Commencement Data shall have the meaning
given to it in Section 3.5 hereof.


 


Rules and Regulations shall mean the rules and
regulations set forth in Exhibit E,
as same may be amended from time to time as provided herein.


 


Section(s) shall refer to subdivisions of each Article.


 


Service Charge shall have the meaning given to it in Section 34.3
hereof.


 


State shall mean the state of the United States in which
the Land is located.


 


Sublease shall have the meanings given to it in Sections
16.2 and 16.3 hereof.


 


Subleasing shall have the meaning given to it in Section 16.3
hereof.


 


Sublessee(s) shall have the meaning given
to it in Section 16.2 hereof.


 


Substantial Completion shall have the meaning
given to it in Section 3.2 hereof.


 


Tax Statement shall have the meaning given to it in Section 6.1(c) hereof.


 


Tax Year shall mean any calendar year or portion thereof
during the Term of Lease after the First Tax Year.


 


Taxes shall have the meaning given to it in Section 6.1(b) hereof.


 


Tenant’s Notice of Disagreement shall have the meaning
given to it in Section 51.3 (a) hereof.


 


Tenant’s Renewal Notice shall have the meaning
given to it in Section 51.2(a) hereof.


 


Tenant’s Share of Operating Costs shall have the meaning
given to it in Section 6.2(a) hereof.


 


Tenant’s Share of Taxes shall have the meaning
given to it in Section 6.1(a) hereof.


 


Tenant’s Transfer Notice shall have the meaning
given to it in Section 16.3 hereof.


 


Tenant’s Work shall have the meaning given to it in Section 13.1(b) hereof.


 


Visitor(s) shall mean any visitor, guest, licensee or
invitee of Tenant or any Sublessee, including any Agent, while on the Real
Estate.


 


5

















 


	
   

  	
  1.3           Table of Contents.

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  SUMMARY OF BASIC LEASE PROVISIONS, DEFINITIONS AND TABLE OF
  CONTENTS

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.

  	
  LEASE OF DEMISED PREMISES

  	
  8

  
	
   

  	
   

  	
   

  
	
  3.

  	
  COMMENCEMENT OF TERM; EXPIRATION DATE

  	
  8

  
	
   

  	
   

  	
   

  
	
  4.

  	
  INTENTIONALLY DELETED PRIOR TO EXECUTION

  	
  9

  
	
   

  	
   

  	
   

  
	
  5.

  	
  RENT

  	
  10

  
	
   

  	
   

  	
   

  
	
  6.

  	
  TAXES; OPERATING COSTS; REIMBURSEMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  7.

  	
  TENANT’S PERSONAL TAXES

  	
  15

  
	
   

  	
   

  	
   

  
	
  8.

  	
  SECURITY

  	
  15

  
	
   

  	
   

  	
   

  
	
  9.

  	
  USE AND OCCUPANCY

  	
  16

  
	
   

  	
   

  	
   

  
	
  10.

  	
  ACCESS; COMMON AREAS; PARKING

  	
  17

  
	
   

  	
   

  	
   

  
	
  11.

  	
  RESTRICTIVE COVENANT - FOOD SERVICE

  	
  18

  
	
   

  	
   

  	
   

  
	
  12.

  	
  TENANT’S CARE AND REPAIR OF DEMISED PREMISES

  	
  19

  
	
   

  	
   

  	
   

  
	
  13.

  	
  TENANT’S WORK AND INSTALLATIONS

  	
  19

  
	
   

  	
   

  	
   

  
	
  14.

  	
  COMPLIANCE WITH LAWS

  	
  22

  
	
   

  	
   

  	
   

  
	
  15.

  	
  ENVIRONMENTAL COMPLIANCE

  	
  23

  
	
   

  	
   

  	
   

  
	
  16.

  	
  ASSIGNMENT; SUBLEASING

  	
  24

  
	
   

  	
   

  	
   

  
	
  17.

  	
  NOTIFICATION BY TENANT

  	
  30

  
	
   

  	
   

  	
   

  
	
  18.

  	
  RULES AND REGULATIONS

  	
  31

  
	
   

  	
   

  	
   

  
	
  19.

  	
  PEACEABLE ENJOYMENT

  	
  31

  
	
   

  	
   

  	
   

  
	
  20.

  	
  SURRENDER

  	
  31

  
	
   

  	
   

  	
   

  
	
  21.

  	
  HOLDING OVER

  	
  32

  
	
   

  	
   

  	
   

  
	
  22.

  	
  INDEMNITY

  	
  32

  
	
   

  	
   

  	
   

  
	
  23.

  	
  LANDLORD’S WORK

  	
  33

  
	
   

  	
   

  	
   

  
	
  24.

  	
  SERVICES TO BE PROVIDED BY LANDLORD

  	
  34

  
	
   

  	
   

  	
   

  
	
  25.

  	
  ELECTRICITY

  	
  35

  
	
   

  	
   

  	
   

  
	
  26.

  	
  HEATING, VENTILATION AMD AIR CONDITIONING

  	
  36

  
	
   

  	
   

  	
   

  
	
  27.

  	
  CLEANING SERVICES

  	
  36

  
	
   

  	
   

  	
   

  
	
  28.

  	
  LANDLORD’S ACCESS TO DEMISED PREMISES AMD ALTERATIONS

  	
  37

  
	
   

  	
   

  	
   

  
	
  29.

  	
  LIMITATION OP LIABILITY

  	
  38

  
	
   

  	
   

  	
   

  
	
  30.

  	
  PROPERTY LOSS; DAMAGE; INSURANCE

  	
  39

  
	
   

  	
   

  	
   

  
	
  31.

  	
  DAMAGES BY FIRE OR OTHER CASUALTY

  	
  40

  
	
   

  	
   

  	
   

  
	
  32.

  	
  WAIVER OF SUBROGATION

  	
  42

  
	
   

  	
   

  	
   

  
	
  33.

  	
  EMINENT DOMAIN

  	
  42

  
	
   

  	
   

  	
   

  
	
  34.

  	
  DEFAULTS) EVENTS OF DEFAULT

  	
  43

  
	
   

  	
   

  	
   

  
	
  35.

  	
  REMEDIES FOR EVENTS OF DEFAULT

  	
  44

  
	
   

  	
   

  	
   

  
	
  36.

  	
  LANDLORD’S PERFORMANCE; EXPENDITURES

  	
  46

  
	
   

  	
   

  	
   

  
	
  37.

  	
  ACCORD AND SATISFACTION

  	
  47

  



 


6

















 


	
  38.

  	
  EFFECT OF WAIVERS

  	
  47

  
	
   

  	
   

  	
   

  
	
  39.

  	
  BANKRUPTCY; INSOLVENCY

  	
  48

  
	
   

  	
   

  	
   

  
	
  40.

  	
  STATUTORY WAIVER; WAIVER OF TRIAL BY JURY

  	
  49

  
	
   

  	
   

  	
   

  
	
  41.

  	
  SUBORDINATION OF LEASE; ESTOPPEL CERTIFICATES

  	
  49

  
	
   

  	
   

  	
   

  
	
  42.

  	
  PARTNERSHIP TENANT

  	
  51

  
	
   

  	
   

  	
   

  
	
  43.

  	
  INTENTIONALLY DELETED PRIOR TO EXECUTION

  	
  52

  
	
   

  	
   

  	
   

  
	
  44.

  	
  CORPORATE AUTHORITY

  	
  52

  
	
   

  	
   

  	
   

  
	
  45.

  	
  MANAGING AGENT

  	
  53

  
	
   

  	
   

  	
   

  
	
  46.

  	
  BROKER

  	
  53

  
	
   

  	
   

  	
   

  
	
  47.

  	
  NOTICES

  	
  53

  
	
   

  	
   

  	
   

  
	
  48.

  	
  INTERPRETATION

  	
  54

  
	
   

  	
   

  	
   

  
	
  49.

  	
  NO OFFER, AGREEMENT OR REPRESENTATIONS

  	
  56

  
	
   

  	
   

  	
   

  
	
  50.

  	
  APPLICABILITY TO HEIRS AMD ASSIGNS

  	
  56

  
	
   

  	
   

  	
   

  
	
  51.

  	
  RENEWAL OPTIONS

  	
  56

  
	
   

  	
   

  	
   

  
	
  52.

  	
  INTENTIONALLY DELETED PRIOR TO EXECUTION

  	
  59

  
	
   

  	
   

  	
   

  
	
  53.

  	
  INTENTIONALLY DELETED PRIOR TO EXECUTION

  	
  59

  
	
   

  	
   

  	
   

  
	
  54.

  	
  FORCE MAJEURE

  	
  59

  
	
   

  	
   

  	
   

  
	
  55.

  	
  SATELLITE ANTENNA

  	
  59

  
	
   

  	
   

  	
   

  
	
  56.

  	
  RIGHT OF FIRST OFFER

  	
  60

  
	
   

  	
   

  	
   

  
	
  57.

  	
  USA PATRIOT ACT

  	
  61

  
	
   

  	
   

  	
   

  
	
  58.

  	
  SUPPLEMENTAL HVAC

  	
  61

  
	
   

  	
   

  	
   

  
	
  59.

  	
  EXTERIOR SIGNAGE

  	
  61

  



 


SIGNATURE PAGE


 


EXHIBITS


 


	
  A

  	
  RENTAL
  PLAN

  
	
   

  	
   

  
	
  B

  	
  LEGAL
  DESCRIPTION OF LAND

  
	
   

  	
   

  
	
  C

  	
  CLEANING
  SERVICE RIDER

  
	
   

  	
   

  
	
  D

  	
  LEGAL
  HOLIDAYS

  
	
   

  	
   

  
	
  E

  	
  RULES
  AND REGULATIONS

  
	
   

  	
   

  
	
  F

  	
  LANDLORD’S
  BUILDING WORK

  



 


7

















 


2.             LEASE
OF DEMISED PREMISES


 


2.1           Landlord hereby
leases to Tenant, and Tenant hereby hires from Landlord, upon the terms and
conditions herein set forth, the Demised Premises in the Building which is
situated on the Land.


 


3.             COMMENCEMENT
OF TERM; EXPIRATION DATE


 


3.1           The parties
intend that the Term of Lease shall commence on or about the Estimated
Commencement Date.  However, the actual
commencement of the Term of Lease (“Commencement Date”)
shall be the earlier of:  (1) the
date upon which Landlord’s Work shall be substantially completed; or (2) the
date on which Tenant shall have taken possession or control of or moved
furniture or other personal property into all or any portion of the Demised
Premises for the purpose of conducting Tenant’s business in and from the
Demised Premises.


 


3.2           For purposes
hereof, Landlord’s Work shall be deemed to be substantially completed for all
purposes hereunder (“Substantial Completion”) on the date upon which Landlord
has procured a temporary or permanent certificate of occupancy permitting
occupancy of the Demised Premises by Tenant.


 


3.3           (a)           Substantial Completion shall
be deemed to have occurred even though:  (1) minor
details of Landlord’s Work remain to be done, provided such details do not
materially interfere with Tenant’s occupancy of the Demised Premises; or (2) any
work or installation other than Landlord’s Work being performed by Tenant
itself or its own Agent (s) has not been completed.


 


(b)           Notwithstanding
anything to the contrary contained in this Article, if for any reason the
Demised Premises are not ready for occupancy on the Estimated Commencement Date
solely due to factors beyond the reasonable control of Landlord, other than
delays caused by Tenant or its Agent, such as any of the delays set forth in Section 23.4
hereof: (1) this Lease shall nevertheless continue in full force and
effect; (2) the Commencement Date shall be postponed until Substantial
Completion has occurred; and (3) the Expiration Date shall be adjusted to
provide for the full Term of Lease.


 


(c)           Notwithstanding
anything to the contrary contained in this Article, should the Demised Premises
not be ready for Tenant’s occupancy on the Estimated Commencement Date and said
delay is due in whole or in part to the modification by Tenant or its Agent of
any plans for Landlord’s Work in the Demised Premises after the Tenant Drawing
Date, or due to other delays caused by Tenant or its Agent or the employees of
either, then, provided Landlord shall have given Tenant prior notice to such
effect, the Commencement Date shall be the Estimated Commencement Date.


 


3.4           On or about the
Commencement Date, Landlord or Managing Agent shall deliver to Tenant a notice
(the “Commencement Date Notice”) fixing the
Commencement Date and the expiration date (“Expiration Data”),
which shall be the last day of the month which reflects the Term of Lease (the “Initial Term”), as well as the payee and address for all
rental payments.  Tenant shall
acknowledge receipt of the Commencement Date Notice by signing a copy of same
and returning it to Landlord within five (5) business days of the receipt
thereof.  Tenant’s failure to sign an
accurate Commencement Date Notice and return same to Landlord as provided in
this Section shall be deemed to be Tenant’s acceptance of the Commencement
Date and Expiration Date as correctly stated in an accurate Commencement Date
Notice.


 


8

















 


3.5           The date upon
which Tenant is obligated to commence payment of Minimum Rent hereunder (“Rent Commencement Data”) shall be the Commencement
Date.  Notwithstanding the foregoing, Tenant
shall pay Landlord upon the execution of this Lease:  (a) the Prepayment of Rent, which shall
be applied to Minimum Rent due beginning the first (1st) full month that Tenant is
obligated to pay Minimum Rent after depletion of the Rental Credit; and (b) the
Security.  So long as there is no Event
of Default under this Lease, the Rental Credit shall be applied to the Minimum
Rent as it becomes due, beginning on the Commencement Date.  If the Commencement Date occurs on a day
other than the first (1st) day of a
calendar month, then, the Minimum Rent for such partial calendar month shall be
prorated at a per diem rate of one-thirtieth (1/30) of the first full monthly
installment of Minimum Rent.


 


3.6           As a condition
of Landlord’s agreement hereunder, subject to Article 23 hereof, Tenant
agrees to take possession of and accept the Demised Premises in their “as is”
physical condition and state of repair as of the Commencement Date.  In this regard, Landlord shall have no
obligation to do any work or perform any services with respect to the
preparation of the Demised Premises, except as otherwise provided in Article 23
hereof.  Landlord shall obtain, at no
expense to Tenant, a certificate of occupancy for the Demised Premises.


 


3.7           Landlord hereby
grants Tenant a revocable license, solely for the fifteen (15) day period
immediately prior to the Commencement Date, to enter the Demised Premises to
make installation of Tenant’s equipment, fixtures and furniture on the
condition that:  (i) such
installation is in harmony with and in no way delays, hampers or interferes
with the construction of Landlord’s Work; and (ii) all materialmen,
laborers, subcontractors and contractors maintain workman’s compensation,
public liability and property damage insurance, with a hold harmless provision
in favor of Landlord, all in amounts and with companies reasonably satisfactory
to Landlord and proof of said insurance is furnished to Landlord prior to the
commencement of any work.  Landlord expressly
reserves the right to revoke the aforementioned license:  (a) as allowed by law; or (b) if
there is an Event of Default under this Lease. 
Tenant agrees that the failure of any such equipment, fixtures or
furniture installation to be completed shall not delay or defer the
Commencement Date.  If, prior to the
Commencement Date, Tenant shall enter the Demised Premises to make any
installations of its equipment, fixtures or furnishings, Landlord shall have no
liability for any personal injury or property damage suffered by Tenant, its
employees or Agents, except to the extent caused directly by Landlord’s (or its
agents’, employees’ and contractors’) negligence or misconduct.


 


3.8           If, through no
fault of Tenant, Substantial Completion occurs after November 30, 2004,
but before January 1, 2005, then, upon the prior written request of
Tenant, Landlord shall, provided no Event of Default has occurred under this
Lease, give Tenant, as its sole and exclusive remedy for such delay, one-half
(1/2) day’s worth of free Minimum Rent for each day between December 1,
2004 and the Commencement Date.  If,
through no fault of Tenant, Substantial Completion occurs on or after January 1,
2005, then, upon the prior written request of Tenant, Landlord shall, provided
no Event of Default has occurred under this Lease, give Tenant, as its sole and
exclusive remedy for such delay, one-half (1/2) day’s worth of free Minimum
Rent for each day between December 1, 2004 and December 31, 2004 plus
one (1) day’s worth of free Minimum Rent for each day between January 1,
2005 and the Commencement Date.  Tenant
agrees that any free Minimum Rent awarded to Tenant under this Section must
apply consecutively to the applicable number of days beginning


 


9














 


with
the Commencement Date.  Landlord shall
have the right to extend the December 1, 2004 deadline referenced in the
first (1st) and second (2nd) sentences of this Section by
a period equal to the aggregate number of days of delay in Substantial
Completion of any work to be performed for Tenant or in the issuance of a
temporary or permanent certificate of occupancy covering the Demised Premises
occasioned by reason of:  (a) Tenant’s
failure to reasonably cooperate with Landlord; (b) Tenant’s delays in submitting
any drawings or specifications or estimates, or in supplying information, or in
approving drawings, specifications or estimates, or in giving authorizations; (c) any
“extra” or “change order” requested by Tenant; (d) any changes by Tenant
in any designations previously made by Tenant; (e) any acts or omissions
of Tenant; or (f) any cause or factor beyond Landlord’s reasonable
control, including, but not limited to, strikes or other labor disputes,
accidents, orders or regulations of any Governmental Authority, delay due to
adjustment of insurance claims, or lack of availability of materials, parts or
utility services, delay due to the issuance of municipal building permits or
municipal construction authorizations, act of God, fire, earthquake, floods,
explosion, action of the elements, war, hostilities, invasion, insurrection,
riot, mob violence, sabotage or by reason of any other cause, whether similar
or not to the foregoing, that is beyond the reasonable control of Landlord.


 


4.             INTENTIONALLY
DELETED PRIOR TO EXECUTION


 


5.             RENT


 


5.1           Tenant covenants to
pay to Landlord the Minimum Rent, payable in equal monthly installments in
advance, so that such payments are received by Landlord no later than the first
day of each month during the term of this Lease, subject to Section 3.5
hereof.


 


5.2           Tenant covenants to
pay Adjusted Minimum Rent in a timely manner as provided in Article 6
hereof.


 


5.3           The Minimum Rent or
Adjusted Minimum Rent payable hereunder by Tenant shall be paid without notice
or demand and, except as may otherwise be expressly provided elsewhere in this
Lease to the contrary, without set-off, counterclaim, abatement, reduction or
defense, in currency or immediately-available funds which at the time of
payment is legal tender for public and private debts in The United States of
America, at the address of Landlord set forth above or at such other place as
Landlord or its Managing Agent may from time to time designate in writing to
Tenant.


 


6.             TAXES;
OPERATING COSTS; REIMBURSEMENTS


 


6.1           (a)  If the
Taxes for any Tax Year during the term of this Lease shall be greater than the
Base Taxes, then Tenant shall pay to Landlord, as additional rent, an amount
equal to Tenant’s Occupancy Percentage times such excess (“Tenant’s Share of
Taxes”).


 


(b)           “Taxes”
shall mean all real estate taxes, charges and assessments imposed upon the
Demised Premises or the Real Estate or any part thereof by any Governmental
Authority.  Landlord shall have the
exclusive right, but not the obligation, to contest or appeal any Taxes or
assessments levied on the Real Estate or any portion thereof and any
actual, out-of-pocket and reasonable expense incurred by Landlord in connection
with such contest or appeal, including, but not limited to, reasonable
fees payable to attorneys, appraisers and consultants, shall be deemed “Taxes”.  Taxes shall not include:  (i) corporate franchise tax; (ii) income
tax; (iii) transfer tax; (iv) estate tax; (v)


 


10

















 


inheritance
tax; (vi) succession tax; (vii) gift tax; (viii) excise tax; (ix) unincorporated
business tax; (x) capital stock tax; and (xi) late charges, interest and
penalties.  If, however, any of the
foregoing items referenced in subsection (i)-(xi) hereof are imposed in lieu of
the real estate taxes, charges and assessments referenced in the first (lst) sentence of this Section,
then, notwithstanding anything contained to the contrary in the immediately
preceding sentence, Taxes shall include the particular item or items in
subsection (i)-(xi) hereof that are imposed in lieu of the real estate taxes,
charges and assessments referenced in the first (1st) sentence of this Section.  If, after the Commencement Date, Landlord
pays an entire assessment in a single lump sum, then, the Taxes for that year
and each year thereafter during the term shall reflect the portion of the
assessment which would have been due annually had Landlord taken the maximum
time period to pay said assessment prior to the imposition of interest,
penalties or late charges.


 


(c)           Upon the issuance by
any authority having jurisdiction over the Real Estate of a bill or bills for
any Tax Year or portion thereof subsequent to the First Tax Year, Landlord
shall submit to Tenant a statement (the “Tax Statement”)
which shall indicate Tenant’s Share of Taxes, which Tax Statement shall be
accompanied by a copy of the latest tax bill or bills for the Taxes for said
Tax Year.  Within thirty (30) days after
the issuance of the Tax Statement, Tenant shall pay to Landlord, as additional
rent, Tenant’s Share of Taxes as set forth therein.


 


(d)           Notwithstanding
anything to the contrary contained herein, should the Demised Premises or any
other portion of the Building be separately assessed for tax purposes, then
Landlord shall have the option of declaring Tenant’s Share of Taxes to be (1) the
actual Taxes allocated to the Demised Premises, or (2) that amount which
is the result of multiplying (i) the Taxes for that portion or portions of
the Building containing the Demised Premises times (ii) a ratio, which
shall be the square footage of the Demised Premises divided by the total square
footage of the portion of the Building to which the Taxes in question apply.


 


6.2           (a) Tenant
hereby covenants that for each Operating Year during the term of this Lease for
which the Operating Costs shall exceed the Operating Costs for the First
Operating Year, Tenant shall pay to Landlord, as additional rent, an amount
equal to Tenant’s Occupancy Percentage times such excess (“Tenant’s
Share of Operating Costa”) within thirty (30) days after
presentation of Landlord’s statement (the “Operating Statement”)
therefor.  The Operating Statement shall
indicate:  (1) the initial
additional amount, if any, required to be paid by Tenant as additional rent as
provided in this Section; (2) Tenant’s new Adjusted Minimum Rent; and (3) the
manner in which such adjustment is computed. 
Landlord shall present its Operating Statement within ninety (90) days
(the “Billing Data”) after the commencement
of each such Operating Year.  Tenant
shall thereafter, for the balance of that Operating Year and for that portion
of the next Operating Year until the next Billing Date, include monthly
payments of one-twelfth (l/12th) of such increase as an addition to Adjusted
Minimum Rent, such amounts to be paid as estimates of Tenant’s Operating Costs
for such subsequent Operating Year, and which amounts shall be credited for the
account of Tenant against the payment due on the next Billing Date.


 


(b)           “Operating
Costs” shall include each and every expense actually and reasonably
incurred in connection with the ownership, administration, management,
operation, repair and maintenance of the Real Estate, including, but not
limited to, wages, salaries and fees paid to persons either employed by Landlord
or engaged as contractors in the operation of the Real


 


11

















 


Estate
at or below the level of property manager, and such other typical items of
expense as are indicated below.  All such
costs and the values allocated to services rendered and supplies delivered
shall be reflected on the Operating Statement and shall be exhibited to Tenant
upon request pursuant to Section 6.2(d) hereof.  The following shall not be included in
Operating Costs:


 


1.             utility coats for overtime lighting and overtime HVAC to
the extent said costs are actually paid by the tenants to whom said overtime
services are provided;


2.             expenditures of a capital nature for the replacement of
structural components to the Building, except to the extent that such
expenditures for the replacement of structural components to the Building (i) are
necessitated by a legal requirement in effect after the Date of Lease or (ii) cause
a reduction in any item of Operating Costa (the expenditures referenced in
subsection (i) and/or (ii) hereof are hereinafter referred to in Section 6.2(f) hereof
as “Pass-Through Capital Improvements”);


3.             depreciation and amortization of debt;


4.             reserves for bad debts;


5.             expenses incurred in procuring tenants (including, without
limitation, brokerage commissions, advertising expenses and expenses of
renovating or otherwise preparing space for tenants’ initial occupancy);


6.             interest on any mortgage and other mortgage financing
charges including points or prepayment charges;


7.             rent or any other sums payable under any ground or
underlying lease or leases;


8.             compensation paid for clerks or attendants in
concessions or newsstands operated by Landlord;


9.             the cost of any special or extraordinary service for
which any tenant, including Tenant, has paid in full and was charged directly;


10.           any cost or expense representing an amount paid to a
person or entity related to Landlord which is in excess of the amount which
would have been paid for comparable first-class goods or services in the
absence of such relationship;


11.           any expenditures for which Landlord is reimbursed (other
than pursuant to a general operating cost pass through);


12.           any expense paid or incurred by Landlord for repairs to
the extent Landlord actually receives insurance proceeds or condemnation awards
therefor;


13.           increases in insurance premiums to the extent such
increase is solely attributable to increased risks from prohibited activities
of any other tenant in the Building;


14.           expenses resulting from the tortious conduct or gross
negligence of Landlord, its agents or employees within the scope of their
employment;


15.           the cost of redecorating or special cleaning or other
special services or higher level of service incurred for individual tenants not
provided on a regular basis to other office tenants of the Building;


16.           costs incurred in connection with the clean-up of, or
other action taken with regard to, any hazardous or toxic wastes or substances
deposited in the Building by Landlord in violation of laws in effect at the
time Landlord so deposited said wastes or substances;


17.           costs associated with the operation of the business of
Landlord, as opposed to costs specifically attributable to the operation of the
Building;


18.           costs of any fines or penalties, or any interest assessed
against Landlord;


19.           Taxes;


20.           fees for professional services of lawyers and accountants
incurred in connection with the transfer of Landlord’s interest in the Real
Estate; and


21.           legal fees and court costs incurred litigating against
tenants in non-payment of rent disputes.


 


12

















 


(c)           Some of the typical
items of expense which comprise or may comprise the Operating Costs which are
to be included in the Operating Statement are or may be, without limiting the
generality of the term Operating Costs:  (1) general
repairs and maintenance to the exterior and common areas of the Improvements; (2) utility
costs, including, but not limited to, costs of energy to power Landlord’s
standard HVAC units serving the Building (both tenant and common areas), and
costs of electricity to light the common areas; (3) cleaning costs,
including, but not limited to, window cleaning, general interior office
cleaning and cleaning of common areas; (4) service and/or maintenance
contracts, including, but not limited to, HVAC, rubbish removal, carting,
janitorial, security watchmen, exterminating and snow removal to the extent
such services and/or maintenance are contracted for by Landlord or Managing
Agent; (5) costs of landscaping and maintenance of the Building grounds; (6) costs
of insurance and any deductible thereunder; (7) salaries, benefits and
work uniforms of superintendents, engineers, mechanics and custodians; (8) towel
service for common lavatories; (9) sales and use taxes; (10) cost of
regularly replacing fluorescent tubes and ballasts in tenant spaces, unless due
to the carelessness of such individual tenant; (11) costs, if any, of
landscaping or snowplowing public roadways in or adjacent to the development of
which the Real Estate is a part; and (12) such other costs and expenses
actually and reasonably incurred in the operation, maintenance and repair of
first-class real property of the nature and in the area of the Real Estate.


 


(d)           The expenditures referred
to in this Article shall be determined in accordance with generally
accepted accounting principles, consistently applied.  So long as there is no Event of Default under
any provisions of this Lease, Tenant or its representative shall have the
right, at its own expense, upon reasonable notice and during reasonable hours,
to inspect the books of Landlord for the purpose of verifying the information
contained in any Operating Statement, provided: 
(1) prior written request for such inspection shall be made by
Tenant; (2) such request is made within ninety (90) days of receipt of the
Operating Statement to be verified; (3) Tenant shall have paid the
Operating Statement in full; and (4) such inspection is conducted by only
an independent accounting firm that is not being compensated by Tenant on a
contingency fee basis.  Any Operating
Statement not verified within said ninety (90) day period shall be deemed to be
correct.  The payment in full of all
amounts due under any Operating Statement may be made by Tenant under protest
and without prejudice to Tenant’s rights contained in this Section.


 


(e)           Notwithstanding
anything to the contrary contained in this Article, if the average occupancy of
the Building is less than one hundred percent (100%) during the First Operating
Year or any subsequent Operating Year, then Landlord shall make a reasonable
determination (“Landlord’s Determination”) of
what the Operating Costs for such year would have been if during the entire
year the average tenant occupancy of the Building were one hundred percent
(100%).  Subject to Tenant’s rights under
Section 6.2(d) hereof. 
Landlord’s Determination shall be binding and conclusive upon Tenant and
shall for all purposes of this Lease be deemed to be the Operating Costs for
such Operating Year.


 


(f)            Notwithstanding
anything contained to the contrary in Section 6.2(b)2. hereof, Landlord
and Tenant agree that the cost of all Pass-Through Capital Improvements shall
be deemed Operating Costs, except that Tenant shall pay for the costs of all
Pass-Through Capital Improvements as follows: 
(1) Landlord shall amortize on a straight-line basis over the
useful life of the Pass-Through Capital Improvement (as reasonably


 


13

















 


determined
by Landlord) the coat of performing said Pass-Through Capital Improvement; and (2) Tenant
shall pay Landlord as an Operating Coat during the year of the Lease in which
the Pass-Through Capital Improvement work commences, and in each subsequent
year of the Lease, an amount equal to (y) Tenant’s Occupancy Percentage of
said amortized cost of performing the Pass-Through Capital Improvement plus (z) Interest
on the unamortized cost of performing the Pass-Through Capital
Improvement.  If, however, any capital
improvement, including, but not limited to, a Pass-Through Capital Improvement,
is necessitated by Tenant’s acts or omissions, then, said capital improvement
shall be performed by Landlord at Tenant’s sole expense and the amounts payable
from Tenant to Landlord therefor shall constitute additional rent and shall be
due in full within thirty (30) days after Tenant’s receipt of Landlord’s
invoice therefor, together with supporting documentation that substantiates the
expense.


 


6.3           If, due to an error
in the preparation of any Tax Statement or Operating Statement, there shall be
an additional amount payable or a refund due with respect to Taxes and/or
Operating Costs for the period covered by such statement(s), such amount shall
be calculated by Landlord or Managing Agent and sent to Tenant in a revised Tax
or Operating Statement, and any amount payable by Tenant to Landlord shall be
paid within thirty (30) days, as additional rent or the amount due to Tenant
shall either be credited against amounts due or to become due to Landlord or
promptly refunded to Tenant hereunder. 
However, it is agreed by the parties that any credit shall not in any
way operate to reduce the Minimum Rent payable by Tenant.  If such calculation takes place and/or any
payment in connection herewith becomes payable by either Landlord or Tenant
after the expiration or earlier termination of this Lease, this Section shall
be deemed to have survived such expiration or termination.


 


6.4           Any increase in
additional rent under this Article shall be prorated for the final Tax
Year or Operating Year if such Tax Year or Operating Year covers a period of
less than twelve (12) full months. 
Tenant’s obligation to pay additional rent occurring hereunder prior to
the Expiration Date shall survive the expiration or sooner termination of this
Lease.


 


6.5           If any tenant in the
Building for any reason shall not be provided all services generally provided
by Landlord to other tenants of the Building, then for purposes of determining
Operating Costs, Landlord shall reasonably estimate what Operating Costs would
have been had such service been provided to all tenants.  If any appliances or electrical or mechanical
equipment are installed in the Demised Premises or elsewhere on the Real Estate
solely for the use of Tenant or the Demised Premises, such appliances or
electrical or mechanical equipment shall be maintained in good operating
condition by Tenant at its sole cost and expense.


 


6.6           Tenant shall pay to
Landlord, within thirty (30) days of rendition of an invoice therefor, any
sales, use, excise or similar tax or assessment imposed upon this Lease or upon
all or any portion of the Minimum Rent or Adjusted Minimum Rent payable
hereunder.


 


6.7           Tenant shall
reimburse Landlord for all actual, out-of-pocket and reasonable expenses in
connection with the review by Landlord’s architect, engineer, planner,
construction advisor or attorney of any alteration, assignment, sublease,
financing, waiver or similar proposed activity or document of or on behalf of
Tenant or any Sublessee within thirty (30) days of rendition of an invoice
therefor, together with supporting documentation that substantiates the
expenses.


 


14

















 


7.             TENANT’S
PERSONAL TAXES


 


7.1           Tenant agrees to pay
all taxes, assessments and fees imposed upon Tenant or on the personal property
or operations of Tenant in connection with its use and occupancy of the Demised
Premises, including, but not limited to, personal property, income, withholding
and unemployment compensation taxes, and to hold Landlord harmless from
collection of any such taxes out of monies due and owing Landlord or property
in which Landlord may have an interest. 
This provision shall survive the expiration or sooner termination of
this Lease.


 


8.             SECURITY


 


8.1           Tenant shall deposit
the Security with Landlord on the date hereof as security for the faithful
performance and observance by Tenant of the terms, provisions, covenants and
conditions of this Lease.  It is agreed
that if an Event of Default occurs, Landlord may use, apply or retain the whole
or any part of the Security to the extent required for the payment of any
Adjusted Minimum Rent or additional rent, or any other sum as to which Tenant
is in Default, or for any sum which Landlord may reasonably expend or may be
reasonably required to expend by reason of such Event of Default, including,
but not limited to, any damages or deficiency in the re-letting of the Demised
Premises, whether such damages or deficiency accrued before, after or in the
absence of summary proceedings or other re-entry by Landlord.


 


8.2           If Tenant shall
fully and faithfully comply with all of the terms, provisions, covenants and
conditions of this Lease, the Security shall be returned to Tenant after the
Expiration Date, after delivery of possession of the entire Demised Premises to
Landlord as required hereunder, and less any amounts either due and owing
Landlord hereunder or reasonably required to return the Demised Premises to the
condition required herein.


 


8.3           In the event of a
sale of the Building (with or without the Land) or a leasing of the Building in
its entirety to a third party subject to the space leases therein (a “Building
Lessor”), Landlord shall have the right to transfer the Security to the grantee
or lessee, and in the event Landlord so transfers the Security, Landlord shall
thereupon be released by Tenant from all liability for the return of such
Security, provided Landlord shall have given notice to Tenant of such transfer;
and Tenant agrees to look solely to the new owner or Building Lessor, as the
case may be, for the return of said Security. 
It is agreed that the provisions hereof shall apply to every transfer or
assignment made of the Security to a new Building owner or Building
Lessor.  The aforementioned provisions
shall be self-operative without any further act by Landlord or Tenant necessary
to effectuate the same.  Tenant further
covenants that it will not assign or encumber or attempt to assign or encumber
the Security, and that Landlord shall not be bound by any such assignment,
encumbrance, attempted assignment or attempted encumbrance.


 


8.4           If Landlord applies
or retains all or any portion of the Security as may be permitted herein,
Tenant shall restore within five (S) business days of Landlord’s notice
the amount so applied or retained so that at all times during the term hereof
the amount deposited with Landlord shall be not less than the amount indicated
in Article 1 hereof.


 


8.5           Tenant shall not
designate any portion of the Security as Minimum Rent or Adjusted Minimum Rent
due hereunder.


 


8.6           Intentionally
Deleted Prior To Execution


 


15

















 


8.7           Tenant, in lieu of
cash, may deliver to Landlord, as Security, an irrevocable negotiable letter of
credit (the “Letter of Credit”) by and drawn on a bank or trust company
approved by Landlord, which approval shall not be unreasonably withheld,
delayed or conditioned, in form and content reasonably acceptable to Landlord
for its account in the amount of the Security. 
The expiration date of the Letter of Credit shall be the forty fifth (45th) day after the Expiration
Date.


 


8.8           Upon Landlord’s
demand, Tenant, at its expense, shall revise the Letter of Credit by changing
the beneficiary thereunder to whomever Landlord or Managing Agent may designate
from time to time in writing to Tenant. 
Tenant shall deliver the revised Letter of Credit naming the new
beneficiary within thirty (30) days after Landlord requests delivery of same.  Failure to deliver such revised Letter of
Credit within the aforementioned thirty (30) day period shall be a breach of
this Lease, and Landlord shall have the right, among other remedies provided
hereunder, to present the existing Letter of Credit for payment in full, draw
thereon, and either to apply or retain the proceeds thereof in accordance with
this Article, or to assign such proceeds to any Building purchaser or Building
Lessor.


 


8.9           Landlord shall
deposit any cash Security received from Tenant in an interest-bearing account
in a commercial banking institution, subject to Landlord’s right to apply the
Security as provided in this Article 8 and subject to Tenant’s obligation
to restore the amount of Security should Landlord apply or utilize all or any
portion thereof.  The interest-bearing
account in which the cash Security is to be deposited shall be in a commercial
banking institution selected by Landlord and may from time to time be
transferred by Landlord to another commercial banking institution of Landlord’s
choice.  Any interest earned on the cash
Security shall be earned for the account of Tenant but shall be held by
Landlord as additional Security hereunder; except that Landlord may retain one
percent (1%) of the cash Security annually as an administrative fee, which fee
Tenant agrees is fair and reasonable.


 


9.             USE
AND OCCUPANCY


 


9.1           Tenant covenants to
use and occupy the Demised Premises for the Permitted Use and for no other
purpose whatsoever, and in compliance with the other provisions of this Lease.


 


9.2           Tenant shall not do
or permit any act or thing to be done in or to the Demised Premises which is
contrary to Law.  Tenant shall not
knowingly do or knowingly permit any act or thing to be done in or to the
Demised Premises which will invalidate, be in conflict with, or increase the
rates of any public liability, fire or other policies of insurance at any time
carried by or for the benefit of Landlord with respect to the Demised Premises
or the Building.  Tenant shall not do or
permit any act or thing to be done in or to the Demised Premises which shall or
might subject Landlord to any liability or responsibility to any person or for
property or Environmental damage.  Tenant
shall not keep anything in the Demised Premises which is contrary to Law except
as now or hereafter permitted by any Fire Department, Board of Fire
Underwriters, Fire Insurance Rating Organization or other similar authority
having jurisdiction over the Real Estate, nor shall Tenant use the Demised
Premises or any other portion of the Real Estate in a manner which would otherwise
present an unreasonable risk to the Building or the occupants thereof.  Landlord represents that Tenant’s use and
occupancy Of the Demised Premises in strict accordance with the Permitted Use
recited in Section 1.1(p) hereof shall not, in and of itself,
constitute a default by Landlord under any insurance policy procured by
Landlord for the


 


16

















 


Building.


 


10.          ACCESS;
COMMON AREAS; PARKING


 


10.1         Subject to the other
provisions of this Lease, including Section 10.2 hereof, and the Rules and
Regulations, Tenant shall have the right of nonexclusive use, in common with
others, of:  (a) automobile parking
spaces not designated for use by others; (b) driveways; (c) footways;
(d) lobbies, corridors and elevators for access to the Demised Premises;
and (e) such other common areas and facilities currently existing or as
may be constructed from time to time on the Real Estate and designated by
Landlord for Tenant’s and other tenants’ use.


 


10.2         The number of parking
spaces in the parking area or areas serving the Building (the “Parking Area”) is limited and must be allocated reasonably
among all tenants of the Building. 
Provided no Event of Default has occurred, Tenant shall have a
nonexclusive license (the “License”) to
park up to the number of care indicated under Allotted Parking in Section 1.1
hereof by Tenant and any Sublessee, or the employees or Visitors of either, in
the Parking Area.  The License may be
revoked pursuant to Section 10.3 hereof. 
Landlord shall not be responsible to Tenant for enforcing the License or
for violation of the License by other tenants of the Building or by third
parties.  Landlord agrees to mark, no
later than the Commencement Date, at Landlord’s sole cost and expense, the
number of parking spaces indicated under Designated Spaces in Section 1.1
hereof for the exclusive use of Tenant, its employees and Visitors.  Said Designated Spaces shall not increase the
Allotted Parking defined in Section 1.1 hereof.


 


10.3         Any of the following
actions shall be deemed a Default under this Lease:  (a) the use of any more than the
Allotted Parking by Tenant, any Sublessee or their employees or Visitors; (b) the
parking in spaces designated for the exclusive use of any other tenant in the
Building by Tenant, any Sublessee or their employees or Visitors; (c) the
parking other than in marked parking spaces by Tenant, any Sublessee or their
employees or Visitors; (d) the maintenance or repair of any vehicle in the
Parking Area by Tenant, any Sublessee or their employees or Visitors, except in
an emergency; or (e) the cleaning of any vehicle in the Parking Area by
Tenant, any Sublessee or their employees or Visitors.  In any of such events, Landlord may suspend
or revoke the License should such practice continue after written notice from
Landlord or Managing Agent, and/or Landlord may exercise such other remedies as
are provided in this Lease.  Landlord
shall not be responsible to Tenant for policing Tenant’s Designated Spaces or
for the use thereof by other tenants of the Building or by other third parties.


 


10.4         If the number of
parking spaces in the Parking Area is reduced by circumstances beyond the
reasonable control of Landlord, the Allotted Parking shall be reduced
proportionately.  Provided no Event of
Default exists and Tenant is not, in whole or in part, responsible for the
reduction of parking spaces in the Parking Area, then, Landlord shall exercise
reasonable efforts to arrange the availability for Tenant’s use of alternate
parking facilities.  Notwithstanding
anything contained to the contrary in Article 6 hereof, all expenses
reasonably incurred by Landlord in connection with the immediately preceding
sentence shall constitute Operating Costs.


 


10.5         Nothing contained in
this Lease shall be deemed to create liability upon Landlord for any damage to
motor vehicles in the Parking Area or for any loss of property from within
those motor vehicles, or for any injury in the Parking Area to Tenant or any
Sublessee or any of their employees or Visitors except to the extent determined
to be caused by the negligence or willful


 


17

















 


misconduct
of Landlord or its agents, employees and contractors.  Tenant shall use reasonable efforts to
acquaint its and any Sublessee’s employees with any parking rules and
regulations reasonably promulgated by Landlord or Managing Agent and Tenant
assumes responsibility for compliance by said employees with such parking
provisions, and shall be liable to Landlord for all unpaid parking charges, if
any, incurred by said employees. 
Landlord shall not apply any of the parking rules and regulations
against Tenant on a discriminatory basis, it being understood and acknowledged
by Tenant that:  (a) its specific
use of the Parking Area may be the predicate for Landlord promulgating and
enforcing reasonable parking rules and regulations against Tenant that may
be applicable only to Tenant and no other tenant or occupant of the Building;
and (b) Landlord’s failure to apply or enforce a parking rule and
regulation against a tenant whose lease does not give or provide Landlord a
right to enforce or apply the parking rule and regulation against that
tenant shall not be deemed to be an application of that parking rule and
regulation on a discriminatory basis should Landlord apply that parking rule and
regulation to or against Tenant.


 


10.6         If Tenant or any
Sublessee or the employees or Visitors of either park illegally or in areas
designated for use by others, or in driveways, fire lanes or areas not striped
for general parking, then Landlord may charge Tenant, as additional rent, Fifty
and 00/100 Dollars ($50.00) per day for each instance each motor vehicle is so
parked.  In addition, Tenant authorizes
Landlord and Managing Agent to tow away from the Parking Area, at Tenant’s sole
cost and expense, vehicles used by Tenant, any Sublessee or any employees or
Visitors of either and/or to attach violation stickers or notices to any motor
vehicles used by Tenant or any Sublessee or their employees or Visitors parked
illegally or in violation of this Article or any parking rules and
regulations reasonably promulgated by Landlord or Managing Agent.  Any amount due from Tenant pursuant to this Article shall
be deemed additional rent.


 


10.7         Tenant shall not
conduct, nor permit any Sublessee or the employees or Visitors of either to
conduct, any soliciting or picketing in or on any of the common areas of the
Real Estate.


 


10.8         Tenant shall use
reasonable efforts not to permit its or any Sublessee’ s employees or Visitors
to smoke or carry lighted tobacco products in the common areas of the Building,
including, but not limited to, lobbies, elevators, hallways, stairwells and
restrooms.  Landlord shall post such
areas as nonsmoking areas in accordance with Law.


 


11.          RESTRICTIVE
COVENANT - FOOD SERVICE


 


11.1         Tenant hereby
covenants and agrees that it shall not permit the use of the Demised Premises
or any portion thereof, for the service of food to anyone other than Tenant’s
employees or Visitors, nor shall Tenant maintain any facilities for the sale or
consumption of food to and by anyone other than Tenant’s employees or Visitors,
including vending machines, without, in each case, obtaining the prior written
consent of Landlord, which consent shall not unreasonably be withheld, delayed
or conditioned.


 


11.2         Landlord or the owner
of the office park in which the Building is located may, at the discretion of
either, enter into agreements with third parties for the operation of a
restaurant, cafeteria, coffee-cart or similar food service as an amenity for
the Building and/or other buildings in said office park.  In order to enhance the viability of any such
food service, Tenant shall not prepare, contract for, serve or otherwise make
available a food service facility in competition with such third parties.


 


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11.3         Tenant shall not
suffer or permit the sale or consumption of food or drink in the common areas
of the Building or in the driveways or Parking Area of the Real Estate by the
employees or Visitors of Tenant or any Sublessee; provided, however, that
Tenant’s and any Sublessee’s employees may utilize any picnic tables or similar
areas on the Real Estate which may be designated by Landlord or Managing Agent
for consumption of food and non-alcoholic beverages.


 


11.4         Notwithstanding
anything contained to the contrary in this Article, Tenant may use a portion of
the Demised Premises, not to exceed five hundred (500) rentable square feet, as
an office pantry area containing a refrigerator, sink, microwave oven, coffee
maker, water cooler and such other similar items typical in a first-class
office pantry.  Tenant shall promptly,
strictly and at its sole cost, comply with any reasonable Rules and
Regulations that Landlord may promulgate regarding all aspects of Tenant’s
pantry area, including, but not limited to, the operation thereof, trash
removal therefrom and cleaning therein.


 


12.          TENANT’S
CARE AND REPAIR OF DEMISED PREMISES


 


12.1         Tenant shall,
throughout the term of this Lease, take good care of the interior
non-structural portions of the Demised Premises and maintain, replace or repair
the fixtures and appurtenances therein which serve the Demised Premises.  Tenant shall give Landlord or Managing Agent
prompt notice of any maintenance or repairs needed to the Demised Premises or
the fixtures therein, including, but not limited to, lighting fixtures.  Tenant shall also be responsible for all
damage or injury to the Demised Premises or any other part of the Real Estate
and the systems and equipment thereof, whether requiring structural or
nonstructural repairs:  (a) caused
by or resulting from the negligent or willful conduct of Tenant, any Sublessee
or the employees or Visitors of either; or (b) which arises out of any work,
labor, service or equipment done for or supplied to Tenant or any Sublessee; or
(c) which arises out of the installation, use or operation of the property
or equipment of Tenant or any Sublessee. 
Tenant shall also promptly repair all damage to the Building and the
Demised Premises caused by the moving of fixtures, furniture and equipment of
Tenant or any Sublessee.  If the Demised
Premises are damaged by the negligence or willful misconduct of Landlord or its
agents, employees or contractors, then, subject to Article 31 hereof,
Landlord shall repair said damage at no cost to Tenant.


 


12.2         Tenant shall promptly
make, at Tenant’s expense, all repairs in and to the Demised Premises for which
Tenant is responsible, using only contractors for the trade or trades in
question approved by Landlord or Managing Agent, which approval shall not be
unreasonably withheld, conditioned or delayed. 
Any other repairs in or to the Building or the facilities and systems
thereof for which Tenant is responsible shall be performed by Landlord at
Tenant’s expense, which expense shall be reasonable.


 


12.3         Tenant shall not
clean nor require, permit, suffer or allow any window in the Demised Premises
to be cleaned from the outside.  Such
cleaning shall be governed by the Cleaning Service Rider.


 


13.          TENANT’S
WORK AND INSTALLATIONS


 


13.1         (a) Without
Landlord’s prior written consent, which Landlord may withhold in its sole
discretion, Tenant shall not:  (i) make
or permit any structural changes in or to the Demised Premises or the Building
of any nature; or (ii) make or permit any changes to any of the
electrical, plumbing or HVAC


 


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systems
in the Building.


 


(b)           Subject to the
prior written consent of Landlord, which consent shall not be unreasonably
withheld, delayed or conditioned and to the provisions of this Article, Tenant
or any permitted Sublessee at its expense, may make alterations, decorations,
installations, renovations or improvements, including, but not limited to the
installation of a card key access system, in or to the interior of the Demised
Premises (“Tenant’s Work”) which are non-structural and which do not adversely
affect or place unusual loads upon any utility services, or plumbing and
electrical lines, or electrical or HVAC systems, by using mechanics or other
contractors previously approved by Landlord (which approval shall not be
unreasonably withheld, delayed or conditioned) and properly licensed to do such
work in the State where the Real Estate is located.  Notwithstanding anything contained to the
contrary in this Section 13.1(b), Tenant may perform non-structural Tenant’s
Work without Landlord’s prior written consent, provided that:  (i) there is no Event of Default under
this Lease; (ii) no single or series of related non-structural Tenant’s
Work in any single calendar year exceed an estimated or actual cost of Fifty
Thousand and 00/100 Dollars ($50,000.00); and (iii) no such non-structural
Tenant’s Work adversely affects or places unusual loads upon any utility
services, or plumbing and electrical lines, or electrical or HVAC systems.  With respect to non-structural Tenant’s Work
for which Landlord’s prior written consent is not required, Tenant shall submit
to Landlord detailed plans and specifications at least twenty (20) days prior
to the commencement of work so that Landlord may ascertain whether the
conditions (i) - (iii) in the immediately preceding sentence have
been met.  Upon completion of any Tenant’s
Work, Tenant shall give Landlord a set of “as-built” plans therefor.  Notwithstanding anything contained to the
contrary in the immediately preceding sentence, Tenant shall not be required to
give Landlord “as-built” plans for Tenant’s Work that is entirely and only
decorative and cosmetic in nature. 
Tenant covenants that Tenant’s Work, whether prior, on or subsequent to
the Commencement Date, shall be in harmony with any other work in the Real
Estate and shall not result in work stoppages or picketing at the Real
Estate; and Tenant, at its own expense, shall promptly take whatever steps are
necessary to avoid any such work stoppage or picketing.


 


13.2         Tenant shall
not place a load upon any floor of the Demised Premises exceeding either the
floor load per square foot of area which it was designed to carry or the amount
prescribed by Law.  Landlord reserves the
right to reasonably prescribe the weight and position in the Demised Premises
of all safes, file cabinets, bookshelves, business machines (other than
desk-top machines), mechanical equipment and other heavy personal
property.  Such installations shall be
placed and maintained by Tenant, at Tenant’s sole coat and expense, in settings
sufficient, in Landlord’s reasonable judgment, to absorb and prevent
unreasonable vibration, noise and annoyance to any occupant of the Building or
adjacent properties.


 


13.3         Tenant shall,
before undertaking any Tenant’s Work, at its coat and expense, obtain all
permits, approvals and certificates required by any Governmental Authority and
(upon completion) certificates of final approval thereof, and shall promptly
deliver originals or duplicates of all such permits, approvals and certificates
to Landlord or Managing Agent.  If Tenant
so requests in writing, Landlord, at Tenant’s expense, shall reasonably assist
Tenant in obtaining said permits, approvals and certificates.  Tenant agrees to carry and will cause Tenant’s
Agents to carry during any activities under this Article such workman’s
compensation, general liability, personal and property damage insurance as
Landlord may reasonably require,


 


20

















 


naming
Landlord as an additional insured as its interest may appear.  Tenant agrees:  (a) to pay or cause to be paid promptly,
when due, the entire coat of any work done by or for Tenant or any Sublessee
upon the Demised Premises so that the Demised Premises shall be at all times
free of claims or liens for labor or materials;’ and (b) to defend,
indemnify and hold Landlord harmless from and against any and all injury, loss,
demands, claims or damages to any person or property occasioned by or in
connection with Tenant’s Work, to the extent not paid to Landlord by the
carrier of any insurance, and except to the extent directly due to the
negligence or willful misconduct of Landlord or its agents, employees and
contractors.


 


13.4         Notwithstanding
the foregoing, if any mechanic’s or other lien is filed against the Demised
Premises or the Building for work claimed to have been done for or materials or
services furnished to Tenant or any Sublessee (other than Landlord’s Work),
whether or not done pursuant to this Article, the same shall be discharged by
Tenant within thirty (30) days after notice thereof from Landlord or Managing
Agent, at Tenant’s expense, by payment or posting a bond or taking such other
steps as may be required by Law.  If
Tenant fails to discharge such lien within such thirty (30) day period.  Landlord may do so on Tenant’s behalf at
Tenant’s sole cost and expense.


 


13.5         All fixtures
and all paneling, partitions, railings, flooring, electrical conduits and
cabling and like improvements installed in the Demised Premises at any time,
either by Tenant or any Sublessee or by Landlord on Tenant’s behalf, shall, at
the expiration or sooner termination of this Lease, become the property of
Landlord and shall remain upon and be surrendered with the Demised Premises,
unless (subject to the next sentence) Landlord, by notice to Tenant no fewer
than twenty (20) days prior to the expiration or sooner termination of this
Lease, elects to relinquish Landlord’s right thereto and to have same removed
by Tenant, in which event the same shall be removed from the Demised Premises
by Tenant prior to the expiration of this Lease, at Tenant’s sole cost and
expense.  If Landlord consents in writing
to the installation in the Demised Premises of fixtures, paneling, partitions,
railings, flooring, electrical conduits, cabling or other improvements,
Landlord shall advise Tenant simultaneously with Landlord’s written consent,
whether Landlord is requiring such installation to be removed prior to the
expiration of this Lease by Tenant at its expense and Tenant shall strictly
abide by and timely comply with any such advice.  Notwithstanding anything contained to the
contrary in the immediately preceding sentence, Landlord shall have no
obligation whatsoever to as advise Tenant at the time Landlord consents to an
installation, unless the following two (2) conditions have been met prior
to Landlord’s granting of consent:


 


(i) Landlord
receives from Tenant applicable, detailed plans and specifications; and


 


(ii) Landlord
receives from Tenant a written request for consent which specifically demands
that Landlord advise Tenant whether Landlord requires the particular
installation to be removed prior to the expiration of this Lease by Tenant at
its expense.


 


In
no event, however, shall Landlord require Tenant to remove Landlord’s Work from
the Demised Premises prior to the expiration or earlier termination of this
Lease.


 


13.6         Nothing in this
Article shall be construed to give Landlord title to or to prevent Tenant’s
removal of Tenant’s or any Sublessee’s moveable trade fixtures, office
furniture and equipment, but upon removal of any such property from the Demised


 


21

















 


Premises
or upon removal of other improvements as may be required by Landlord pursuant
to the terms of this Lease, Tenant shall promptly and at its expense, repair
any damage to the Demised Premises or the Building due to such removal.


 


13.7         All monies due
Landlord or Landlord’s agent or contractor by Tenant for work performed
pursuant to Article 12 hereof or this Article shall be paid within
thirty (30) days of Tenant’s receipt of an invoice therefor, together with
supporting documentation.  All such
monies which are not timely received by Landlord or Landlord’s contractor shall
accrue interest from the due date at the rate of interest.


 


13.8         Tenant shall
promptly remove or correct any Tenant’s Work not performed in accordance with
this Article, provided Landlord shall have given Tenant notice to that effect
specifying in reasonable detail the extent to which Tenant’s Work was not
performed in accordance with this Article and, in the case of removal,
restore the Demised Premises to its preexisting condition, ordinary wear and
tear, insured fire or other insured casualty, condemnation or eminent domain
and those particular repairs which this Lease expressly requires Landlord to
perform excepted.


 


13.9         Tenant, at its
cost and expense, shall remove from the Demised Premises and the Building all
boxes and other packaging resulting from Tenant’s or any Sublessee’s
installations, alterations, renovations and decorations.


 


13.10       Upon Landlord’s
demand, Tenant shall pay to Landlord, as additional rent, a fee reasonably
established by Landlord for any supervisory, administrative and/or coordination
services that Landlord may (but shall not be obligated to) perform in
connection with Tenant’s Work.  Landlord
shall not charge Tenant any such fee for supervisory, administrative and/or
coordination services in connection with Landlord’s Work, except for “change
orders”, “extras” and any modifications to Landlord’s Work requested by Tenant
after the Date of Lease.  Landlord’s
performance of all or any of such services: 
(a) shall be without liability to or recourse against Landlord; (b) shall
not release Tenant from its obligation to strictly comply with each and every
provision of this Lease relating to Tenant’s Work; and (c) shall not
constitute any warranty by Landlord regarding adequacy of design, workmanship
or quality of materials.


 


13.11       If Tenant
requests in writing from Landlord its consent to any proposed Tenant’s Work,
structural or non-structural, and Landlord fails to reply to such request
within ten (10) days after Landlord receives said consent request from
Tenant, then, Landlord’s consent to such proposed Tenant’s Work shall be deemed
denied.  In the event Landlord’s denial
to Tenant’s request for consent to proposed Tenant’s Work, structural or
non-structural, is given in writing to Tenant before the expiration of the ten (10) day
period referenced in the immediately preceding sentence, then, Landlord’s denial
to Tenant’s request for consent shall be accompanied by a statement reciting
Landlord’s reasons for denying consent.


 


14.          COMPLIANCE WITH LAWS


 


14.1         Tenant, at
Tenant’s sole cost and expense, shall promptly comply with:  (a) all present and future Laws of all
Governmental Authorities and all changes therein applicable to Tenant or to the
Demised Premises or, to the extent incumbent upon Tenant, to any other portion
of the Real Estate arising from Tenant’s particular use of the Demised Premises
or manner of use thereof (excluding Tenant’s Permitted Use); (b) any
direction of any public officer pursuant to Law; and (c) all Laws which
shall impose any violation, order or duty upon Landlord or Tenant with


 


22

















 


respect
to the Demised Premises or, to the extent incumbent upon Tenant, any other
portion of the Real Estate, whether or not arising out of Tenant’s occupancy,
use or manner of use thereof (excluding Tenant’s Permitted Use).  Nothing herein shall require Tenant to make
structural repairs or alterations which are structural in nature unless Tenant’s
particular use of the Demised Premises or method of operation therein shall be
in violation of any such Law or shall result in the Demised Premises or the Building
being in violation of such Law.


 


14.2         Tenant may, at
its expense (and if necessary, in the name of, but without expense to Landlord)
contest by appropriate proceedings, prosecuted diligently and in good faith,
the validity or applicability to the Demised Premises of any such Law, and
Landlord, at Tenant’s expense, shall cooperate with Tenant in such proceedings;
provided that:  (a) Tenant shall
defend, indemnify and hold Landlord harmless against all liability, loss or
damage which Landlord shall suffer by reason of such non-compliance or contest,
including, but not limited to, reasonable attorneys’ fees and other actual,
out-of-pocket and reasonable expenses incurred by Landlord; (b) such
non-compliance or contest shall not constitute or result in any violation of
any superior lease or superior mortgage, or if such superior lease and/or
superior mortgage shall permit such non-compliance or contest on condition of
the taking of action or furnishing of security by Landlord, such action shall
be taken and such security shall be furnished at the sole coat and expense of
Tenant; (c) such non-compliance or contest shall not subject Landlord to
prosecution for a criminal offense; (d) such action shall not cause the
Demised Premises or any part thereof or of the Real Estate to become subject to
a lien or to be condemned or vacated; and (e) Tenant shall keep Landlord
advised as to the status of such proceedings.


 


14.3         As of the date
hereof, Landlord has not received from a Governmental Authority any written
notice of violation:  (i) alleging
that the Building fails to comply with federal, state or local law in effect on
or before the date hereof; and (ii) which violation remains uncured as of
the date hereof.  Any work performed by
Landlord on and after the date hereof in the Building shall comply with all
applicable laws in effect as of the date said work is substantially completed.


 


15.          ENVIRONMENTAL COMPLIANCE


 


15.1         Tenant shall,
at Tenant’s own cost and expense, comply with the Industrial Site Recovery Act
(N.J.S.A. 13:1K-6 et seq.), the Comprehensive Environmental
Response, Compensation & Liability Act (42 U.S.C. 9601 et seq.),
the Spill Compensation and Control Act (N.J.S.A. 58:10-23.11 et seq.),
any and all amendments thereto and regulations and orders promulgated
thereunder, and any other Environmental Law affecting the Demised Premises or
the Real Estate, to the extent related to or arising out of the use or
occupancy of the Demised Premises by Tenant or any Sublessee.


 


15.2         Tenant shall,
at Tenant’s own cost and expense, make all submissions to, provide all
information to, and comply with all requirements of, the Bureau of Industrial
Site Evaluation of the New Jersey Department of Environmental Protection, or
the U.S. Environmental Protection Agency, or any other Governmental Authority
having Environmental jurisdiction over the Real Estate or any portion thereof
or the occupants thereof (collectively, an “Environmental Authority”) which are
related to or arise out of the use and occupancy of the Demised Premises by
Tenant or any Sublessee.


 


15.3         Should any
Environmental Authority determine that a cleanup or similar plan be prepared or
that a cleanup be


 


23

















 


undertaken
because of any spills or discharges of hazardous substances or wastes in or
about the Real Estate caused by Tenant, any Sublessee or the employees or
Visitors of either, then Tenant shall, at Tenant’s own expense, promptly and
diligently prepare and submit the required plans and financial assurances, and
carry out the approved, plans to the satisfaction of such Environmental
Authority.  Tenant acknowledges that its
obligations under this Article may arise if there is any closing,
termination or transfer of operations of Tenant or any Sublessee which is
classified as an industrial establishment, or from a transfer of the Real
Estate or any portion thereof which falls under the purview of an Environmental
Authority.


 


15.4         At no expense
to Landlord, Tenant shall promptly provide all information reasonably requested
by Landlord or Managing Agent or by any Environmental Authority for preparation
of non-applicability affidavits and similar documents for submission to such
Environmental Authority, and shall promptly sign such affidavits when requested
by Landlord or Managing Agent.


 


15.5         To the best of
Landlord’s actual knowledge, but without Landlord having conducted any
independent investigations, Landlord represents that the Demised Premises are
not contaminated, as of the date hereof, with unlawful quantities of hazardous
substances deemed toxic under any applicable statute in effect on the date
hereof.  The foregoing representation is
made solely and exclusively for the benefit of Tenant.  No other person or entity shall have privity
or standing with respect to said representation nor shall any other person or
entity be deemed a beneficiary of such representation.


 


16.          ASSIGNMENT; SUBLEASING


 


16.1         Tenant, for
itself, its legal representatives, creditors, heirs, distributees,
administrators, trustees, successors and assigns, expressly covenants that it
shall not assign, mortgage, pledge or otherwise encumber this Lease, nor,
except as specifically set forth below, underlet, or suffer or permit the
Demised Premises or any part thereof to be used by anyone other than Tenant
named in Section 1.1 hereof.


 


16.2         For purposes of
this Article, any occupancy arrangement (including, without limitation, verbal
agreements, management agreements, concessions, licenses and space-sharing
agreements or arrangements) affecting all or any part of the Demised Premises,
other than a direct lease with Landlord or an assignment of this Lease
permitted hereunder, shall be referred to as a “Sublease”,
and any user or occupant of all or part of the Demised Premises, other than
Tenant or an assignee permitted under this Article, shall be referred to as a “Sublessee.”


 


16.3         If Tenant shall
desire to assign this Lease, or to permit a Sublessee to use or occupy all or
any portion of the Demised Premises (“sublease” or a
“Subleasing”), Tenant shall first
submit in writing to Landlord or Managing Agent a notice (“Tenant’s
Transfer Notice”) setting forth in reasonable details:


 


(a)           the identity
and address of the proposed assignee or Sublessee;


 


(b)           the terms and
conditions of the assignment or Subleasing;


 


(c)           the nature and
character of the business of the proposed assignee or Sublessee and its
proposed use of the Demised Premises;


 


(d)           evidence that
the proposed assignee or


 


24

















 


Sublessee
is a United States citizen or a partnership, general, limited or otherwise,
limited liability company, limited liability partnership, professional
corporation or corporation qualified to do business in the State of New Jersey
and organized and in good standing under the laws of one of the States of the
United States;


 


(e)           banking,
financial and other credit information relating to the proposed assignee or
Sublessee reasonably sufficient to enable Landlord to determine the proposed
assignee’s or Sublessee’s financial responsibility; and


 


(f)            in the case of
a Subleasing of only a portion of the Demised Premises, plans and
specifications for Tenant’s layout, partitioning and electrical installations
for the portion of the Demised Premises to be subleased.


 


16.4         (a) If the
nature and character of the business of the proposed assignee or Sublessee, and
the proposed use and occupancy of the Demised Premises, or any portion thereof,
by the proposed assignee or Sublessee, is in keeping and compatible with the
Permitted Use, then, subject to compliance with the requirements of this
Article, Landlord agrees not to unreasonably withhold, condition or delay its
consent to any such proposed assignment or Subleasing; provided, however, that
Tenant shall, in Tenant’s Transfer Notice, advise Landlord of Tenant’s
intention to assign this Lease or to permit a Subleasing of all or any part of
the Demised Premises, from, on and after a stated date (which date shall not be
less than thirty (30) days after the sending of Tenant’s Transfer Notice), in
which event Landlord shall have the right (“Landlord’s Recapture
Right”), to be exercised by giving, within thirty (30) days after
Landlord’s receipt of Tenant’s Transfer Notice, written notice (“Landlord’s Recapture Notice”) to Tenant to recapture the
space described in Tenant’s Transfer Notice. 
If Tenant receives a Landlord’s Recapture Notice, then, Tenant may
nullify said Landlord’s Recapture Notice and withdraw and cancel Tenant’s
Transfer Notice only by giving Landlord a written notice referencing this
sentence, which written notice, to be effective, must be received by Landlord
within ten (10) days after Landlord gives Tenant Landlord’s Recapture
Notice.  Landlord’s Recapture Notice
shall, if given and not withdrawn pursuant to the immediately preceding
sentence, terminate this Lease with respect to the space therein described as
of the date which shall be the later of (1) the date set forth in Tenant’s
Transfer Notice as the commencement of the proposed assignment or Sublease, or (2) the
date that Landlord receives a temporary or permanent certificate of occupancy
permitting the assignee’s or Sublessee’s occupancy of the relevant portion of
the Demised Premises.  If Landlord fails
to reply to Tenant’s Transfer Notice within twenty (20) days after Landlord
receives same, then, Landlord’s consent to the assignment or sublease described
in Tenant’s Transfer Notice shall be deemed denied.  In the event Landlord’s denial to Tenant’s
request for consent to the assignment or sublease described in Tenant’s
Transfer Notice is given in writing to Tenant before the expiration of the
twenty (20) day period referenced in the immediately preceding sentence, then,
Landlord’s denial to Tenant’s request for consent shall be accompanied by a
statement reciting Landlord’s reasons for denying consent.


 


(b)           If less than
all of the Demised Premises are recaptured by Landlord, Landlord shall
construct and erect such partitioning and modify Building systems as may be
required to separate the space retained by Tenant from the space
recaptured.  The actual out-of-pocket
cost of such alterations shall be borne fully and exclusively by Tenant, shall
constitute additional rent hereunder and shall be payable to Landlord within
thirty (30) days following a statement to Tenant from Landlord or Managing


 


25

















 


Agent
for the amount thereof, together with supporting documentation.  The Minimum Rent and/or the Adjusted Minimum
Rent, Tenant’s Occupancy Percentage, and Tenant’s Allotted Parking shall be
adjusted pursuant to a written amendment to this Lease on the basis of the
number of square feet retained by Tenant in proportion to the number of square
feet demised under this Lease immediately prior to such recapture, and this
Lease, as so amended, shall continue thereafter in full force and effect as to
the portion of the Demised Premises retained by Tenant.


 


(c)           Notwithstanding
anything contained to the contrary in Sections 16.4(a)-(b) hereof,
Landlord’s Recapture Option shall not apply to a proposed Sublease if:  (i) Tenant has subleased (or is then
subleasing) fewer than three thousand (3,000) rentable square feet; (ii) the
sum total of the rentable square footage covered by the proposed Sublease plus
the rentable square footage that Tenant has subleased (or is then subleasing)
is less than three thousand (3,000) rentable square feet; and (iii) there
is no Event of Default under this Lease. 
Solely for determining whether Landlord’s Recapture Option applies in
accordance with this Section, the rentable square footage of any Sublease under
Section 16.18 hereof shall be deemed to measure zero (0) rentable square
feet.


 


16.5         In addition to
the foregoing requirements:  (a) no
Sublease shall violate any Law or result in the occupancy of the Demised
Premises by more than three (3) sole proprietors, firms, partnerships or
corporations (including the Tenant hereunder and any entities to whom Tenant
has assigned this Lease or subleased all or any part of the Demised Premises in
accordance with and pursuant to Section 16.18 hereof); (b) no
Sublease shall be for a term of less than one (1) year, unless the
unexpired term of this Lease shall be less than one (1) year at the
commencement of the Sublease; (c) no assignee or Sublessee shall be an
existing tenant of, or any party then actively negotiating for space in, the
Building, or any other land or building in the office park in which the
Building is located which is (1) owned by Landlord, any affiliate of
Landlord or any partnership in which Landlord or an affiliate of Landlord is a
partner, or (2) managed by Landlord or an affiliate of Landlord (any such
property referred to under subsection 16.5(c)(l) hereof or (2) being
hereinafter referred to as an “Affiliated Property”);
(d) no Sublease shall result in the occupancy of less than one thousand
(1,000) square feet of space; (e) there shall be no Event of Default under
any of the terms and conditions of this Lease at the time of Tenant’s Transfer
Notice or at the effective date of such assignment or Subleasing; (f) no
Subleasing shall be for a stated face rental rate less than that currently
being charged for comparable space in the Building or any Affiliated Property;
and (g) Tenant shall pay when due all brokerage or similar commissions
arising from any assignment or Sublease.


 


16.6         Anything to the
contrary in this Article notwithstanding, Landlord shall not consent to
any assignment or Sublease unless Tenant agrees at the time of the proposed
assignment or Sublease and in Tenant’s Transfer Notice to pay over to Landlord,
fifty percent (50%) of (a) all consideration (of whatever nature) that
would be payable by the prospective assignee or Sublessee to Tenant, whether in
one or more payments or transfers and whether pursuant to such assignment or
Sublease or any other agreement related thereto, which exceeds (which excess is
hereinafter referred to as “Profit”) (b) the
pro rata share of the Adjusted Minimum Rent plus Tenant’s Share of Taxes
allocable to the Demised Premises, or the relevant portion thereof, payable by
Tenant hereunder.  In computing Profit,
Tenant may only deduct therefrom, to the extent documented as hereinafter
provided, those bonafide, out-of-pocket, reasonable and necessary costs
negotiated at arm’s length directly incurred by Tenant in effecting a sublease
or assignment actually paid to


 


26

















 


entities
unaffiliated with Tenant for legal, fit-up and brokerage services, as amortized
over the term of the sublease or, in the case of an assignment, over the
remaining balance of the Lease term.  If,
under the sublease or assignment, Tenant would receive from the assignee or
sublessee any consideration specifically attributable to the sale or rental of
furniture, fixtures and/or equipment located within the Demised Premises, said
consideration shall be included in the calculation of Profit, but in so
computing the Profit, Tenant may deduct therefrom the then unamortized and
undepreciated cost of said furniture, fixtures and/or equipment determined on
the basis of Tenant’s federal income tax returns or other documentation
reasonably satisfactory to Landlord in lieu of federal income tax returns.  Tenant shall promptly provide Landlord
with:  (1) an affidavit sworn to by
an officer of Tenant setting forth in detail the permitted deductions from
Profit, if any; (2) proof of payment, if applicable, for said permitted
deductions from Profit; and (3) applicable federal income tax returns or
other documentation reasonably satisfactory to Landlord in lieu of federal
income tax returns, if appropriate, for a permitted deduction from Profit
related to a sale or rental of furniture, fixtures and/or equipment.


 


16.7         Any Sublease
must specifically provide that:  (a) it
shall be subject and subordinate to all of the terms and conditions of this
Lease; (b) the use of the Demised Premises thereunder shall be restricted
exclusively to the Permitted Use; (c) the term thereof shall not extend
beyond the Expiration Date; (d) no Sublessee or its heirs, distributees,
executors, administrators, legal representatives, trustees, successors or
assigns, without the prior consent of Landlord in each instance, which consent
Landlord may withhold in its absolute discretion, shall (1) assign,
whether by merger, consolidation or otherwise, mortgage or encumber its
interest in any Sublease, in whole or in part, (2) Sublease or permit the
Subleasing of, that part of the Demised Premises affected by such Subleasing or
any portion thereof, or (3) permit such part of the Demised Premises affected
by such Subleasing or any part thereof to be occupied or used, by any person
other than such Sublessee; and (e) in the event of cancellation or
termination of this Lease for any reason whatsoever or of the surrender of this
Lease, whether voluntary, involuntary or by operation of Law, prior to the
expiration date of such Sublease, including any extensions and renewals granted
thereunder, Sublessee, at Landlord’s option and in its sole discretion, shall
either vacate the Demised Premises or shall make full and complete attornment
to Landlord for the balance of the term of the Sublease, which attornment shall
be evidenced by an agreement in form and substance reasonably satisfactory to
Landlord which Sublessee shall execute and deliver within five (5) business
days after request by Landlord. 
Sublessee shall waive the provisions of any Law now or hereafter in
effect which may give Sublessee any right of election to terminate the Sublease
or to surrender possession of the Demised Premises in the event any proceeding
is brought by Landlord to terminate or assume this Lease.


 


16.8         No assignee or
Sublessee shall receive any credit whatsoever from Landlord for security
deposits, rent or any other monies paid to Tenant unless same shall have been
actually received and receipted in writing by Landlord.


 


16.9         Each of the
following events shall be deemed to constitute an “assignment”
of this Lease and shall require the prior written consent of Landlord in each
instance as provided in this Article; any person or entity making an assignment
shall be referred to herein as an “assignor”, and
any person or entity to whom an assignment is made shall be referred to herein
as an “assignee”:


 


27

















 


(a)           Any assignment or other transfer of this Lease by
operation of Law;


 


(b)           Any hypothecation, pledge or collateral assignment
of this Lease;


 


(c)           Any assignment or other transfer of this Lease in
connection with bankruptcy or creditor’s rights;


 


(d)           Subject to Section 16.18 hereof, any transfer
or acquisition, whether in a single transaction or cumulatively, of:  (1) the majority of the issued and
outstanding stock or voting interests of a corporate Tenant, except as may
occur through public trades on any recognized security exchange or
over-the-counter market; (2) a majority of the equitable or voting
interests of a Partnership Tenant; or (3) any general partnership interest
of a Partnership Tenant (each of the foregoing being referred to as a “Controlling Interest”); or


 


(e)           Subject to Section 16.18 hereof, any issuance
(other than in a public offering) of an interest or interests in Tenant
(whether stock or partnership interests or otherwise) to any person, entity or
group of related persons or affiliated entities, whether in a single
transaction or in a series of related or unrelated transactions, such that
following such issuance, such person, entity or group shall hold a Controlling
Interest in Tenant.


 


16.10       Tenant, its
Sublessees, and their respective legal representatives, heirs, distributees,
executors, administrators, trustees, creditors, successors and assigns
acknowledge and agree that the restriction that Landlord’s consent under
certain circumstances to a proposed assignment of this Lease or to a Subleasing
shall not be unreasonably withheld shall not be intended or construed as an
agreement or covenant on the part of Landlord, but rather as a qualification on
Tenant’s covenant not to assign this Lease or enter into or permit any
Sublease; and it is further agreed that Landlord shall not be liable in damages
or subject to liability of any kind or nature whatever by reason of Landlord’s
failure or refusal to grant its consent to any proposed assignment of this
Lease or Subleasing of the Demised Premises, the sole and exclusive recourse
being a declaratory judgment on the question of Landlord’s reasonableness.  Notwithstanding anything contained to the
contrary in this Section 16.10, Landlord agrees that if a final
unappealable judgment has been entered against Landlord by a court of competent
jurisdiction stating that Landlord unreasonably failed or refused to grant its
consent to any proposed assignment of this Lease or subletting of all or any
part of the Demised Premises, then, in such case, Landlord shall be liable in
damages, but only to the extent said damages are actual, direct, foreseeable,
proximate and compensatory.


 


16.11       It is a
condition to the effectiveness of any assignment that the assignee shall
execute, acknowledge and deliver to Landlord an agreement in form and substance
reasonably satisfactory to Landlord whereby the assignee assumes all
obligations of Tenant under this Lease, and agrees that the provisions of this Article shall
continue to be binding upon it in respect of all future assignments of this
Lease.  No assignment of this Lease shall
release the assignor or any guarantor or obligor hereof from its continuing
obligations to Landlord under this Lease or any renewals extensions or
modifications thereof, except as expressly herein provided, and Tenant its
guarantors and obligors and any subsequent assignor shall continue to remain
jointly and severally liable for all of


 


28

















 


Tenant’s
obligations hereunder.


 


16.12       Tenant, at its
expense, covenants to obtain all permits, approvals and certificates of
occupancy required by any Governmental Authority for any work or in connection
with any assignment of this Lease or any Sublease and any alterations to the
Demised Premises in connection therewith, and Tenant shall deliver copies of
the same to Landlord prior to the commencement of work, if work is to be done,
and prior to the occupancy of any or all of the Demised Premises by the
assignee or Sublessee.  All such
alterations shall be in strict compliance with Article 13 hereof.  Tenant shall submit a duplicate original
counterpart of the assignment or Sublease to Landlord within five (5) business
days of the date of execution.


 


16.13       If Landlord
withholds its consent to any proposed assignment or Sublease as permitted in
this Article, or if Landlord exercises Landlord’s Recapture Right under Section 16.4
hereof, Tenant shall indemnify, defend and hold harmless Landlord against and
from all loss, liability, damage, reasonable cost and expense (including
reasonable attorneys’ fees and disbursements) resulting from any claims that
may be made against Landlord by the proposed assignee or Sublessee or by any
brokers or other persons claiming a commission or similar compensation in
connection with the proposed assignment or Sublease.


 


16.14       If Landlord
consents to any proposed assignment or Sublease and Tenant fails to consummate
the assignment or Sublease to which Landlord consented within ninety (90) days
after the giving of such consent, Tenant shall be required again to comply with
all of the provisions and conditions of this Article before assigning this
Lease or Subleasing all or part of the Demised Premises.


 


16.15       The joint and
several liability of the named Tenant and any immediate or remote successor in
interest of the named Tenant for the due performance and observance of all
covenants and conditions to be performed and observed by Tenant hereunder shall
not be impaired by any agreement of Landlord or Managing Agent extending the
time for such performance or observance or by Landlord or Managing Agent’s
waiving or failing to enforce any provision of this Lease.


 


16.16       The listing of
any name other than that of Tenant or any permitted assignee or Sublessee on
any door of the Demised Premises or on any directory or in any elevator in the
Building or otherwise shall not operate to vest in the person so named any
right or interest in this Lease or in the Demised Premises or the Building, or
be deemed to constitute, or serve as a substitute for, any prior consent
required under this Article.


 


16.17       If this Lease
is assigned, or if the Demised Premises or any part thereof is subleased,
Landlord may, after an Event of Default, collect rent directly from the
assignee or Sublessee and apply the net amount collected to the rent herein
reserved; but no such assignment, Subleasing or collection shall be deemed a
waiver of this covenant or the acceptance of the assignee or Sublessee as a
tenant, or a release of Tenant from the further performance by Tenant of any of
the covenants on the part of Tenant contained herein, and no such collection of
rent by Landlord shall be characterized as a termination, cancellation or
modification of this Lease, unless Landlord so notifies Tenant in writing.


 


16.18       Any provisions
of this Article to the contrary notwithstanding, but subject to the other
terms, conditions and provisions contained in said Article, including, but not
limited to, Section 16.3 hereof:


 


29














 


(a)                              Tenant shall
have the right, without the consent of Landlord, free of Landlord’s Recapture
Right and without having to pay Landlord any Profit, but after Landlord’s
receipt of Tenant’s Transfer Notice, to assign this Lease or sublease all or
any part of the Demised Premises to any legal entity controlling, controlled by
or under common control with Tenant; provided, however, no such assignee shall
further assign this Lease or sublease any or all of the Demised Premises and no
such Sublessee shall assign or encumber its Sublease or further sublease all or
any part of the Demised Premises; and provided, further, that any event
resulting in such assignee or Sublessee ceasing to be an entity controlling,
controlled by or under common control with Tenant shall be deemed to be an
assignment or Sublease requiring the prior consent of Landlord pursuant to the
provisions of this Article and Tenant shall thereupon comply with all
provisions of this Article applicable thereto. 
For purposes hereof, “control” means ownership of at least fifty-one
percent (51%) of the issued and outstanding voting stock of such entity if it
is a corporation or at least fifty-one percent (51%) of the equitable or voting
interests of such entity if it is not a corporation.


 


(b)                                 Tenant shall
also have the right, without the consent of Landlord, free of Landlord’s
Recapture Right and without having to pay Landlord any Profit, but after
Landlord’s receipt of Tenant’s Transfer Notice, to assign this Lease to any
corporation succeeding to Tenant by merger or consolidation in accordance with
applicable statutory provisions for merger or consolidation of corporations or
by purchase of all or substantially all of Tenant’s stock or assets; provided,
however, subsequent to such merger, consolidation or purchase, the shareholder’s
equity (capital stock, additional paid-in capital and retained earnings) of the
successor corporation or the purchasing corporation, as the case may be, shall
be at least Five Million and 00/100 Dollars ($5,000,000.00) exclusive of good
will and other intangible assets and this fact shall be so certified by the
chief financial officer of the assignor and the assignee.


 


(c)                                  It is Landlord’s
intent to permit assignment and Subleasing pursuant to this Section exclusively
as an accommodation to the bona fide and legitimate business organizational
needs of Tenant, and notwithstanding the provisions hereof, no assignment of
this Lease or Subleasing of all or any part of the Demised Premises without
Landlord’s consent hereunder shall be permitted where the sole or primary
purpose of such assignment or Subleasing is to permit occupancy of all or any
part of the Demised Premises by a third party in avoidance of Landlord’s
consent, or in the case of a corporation’s purchasing all or substantially all
of Tenant’s stock or assets, where this Lease constitutes all or a substantial
portion of Tenant’s assets.


 


(d)                                 Tenant shall
promptly give Landlord prior written notice of any assignment of this Lease or
Subleasing as required under this Section accompanied by all documentation
reasonably required by Landlord to establish compliance with the requirements
of subsections (a) and (b) above, and Tenant shall also promptly provide
Landlord with a copy of any executed instrument of merger, consolidation or
assignment or the executed Sublease, as the case may be.


 


17.                               NOTIFICATION
BY TENANT


 


17.1                          Tenant shall
inform Landlord or its Managing Agent promptly in case of fire or accident
within the Demised Premises or elsewhere upon the Real Estate if involving
Tenant, any Sublessee, or the employees or Visitors of either, or if Tenant has
actual knowledge of such fire or accident.


 


30

















 


18.                               RULES
AND REGULATIONS


 


18.1                          Tenant, for
itself and for any Sublessee and their employees and Visitors, covenants to
comply with the Rules and Regulations. 
Landlord and Managing Agent shall have the right to make reasonable
additions and amendments to the Rules and Regulations from time to time, and
Tenant, on behalf of itself, any Sublessee and their employees and Visitors,
agrees to comply with such additions and amendments after deliveries of copies
thereof to Tenant or the posting of copies thereof in a prominent place in the
Building.  Landlord shall not apply any of
the Rules and Regulations against Tenant on a discriminatory basis, it being
understood and acknowledged by Tenant that: 
(a) its specific use of the Demised Premises may be the predicate for
Landlord promulgating and enforcing reasonable Rules and Regulations against
Tenant that may be applicable only to Tenant and no other tenant or occupant of
the Building; and (b) Landlord’s failure to apply or enforce a rule against a
tenant whose lease does not give or provide Landlord with a right to enforce or
apply the rule against that tenant shall not be deemed to be an application of
that rule on a discriminatory basis should Landlord apply that rule to or
against Tenant.


 


19.                               PEACEABLE
ENJOYMENT


 


19.1                          Subject to the
terms and provisions of this Lease and to all mortgages and ground leases of
record to which this Lease may be or may become subordinate, Tenant, upon
timely payment of all Minimum Rent, Adjusted Minimum Rent, additional rent and
other monies due and payable by Tenant hereunder, and upon Tenant’s observing,
keeping and performing all of the other terms and provisions of this Lease,
shall lawfully, peaceably and quietly have, hold, occupy and enjoy the Demised
Premises during the term hereof.


 


20.                               SURRENDER


 


20.1                          Upon the last
day of the term of this Lease, or the sooner termination thereof, Tenant shall
quit and surrender the Demised Premises to Landlord in as good order, condition
and repair as received by Tenant on the Commencement Date, except for ordinary
wear and tear, insured fire or other insured casualty, condemnation or eminent
domain and those particular repairs which this Lease expressly requires
Landlord to perform; and the Demised Premises and the remainder of the Real
Estate shall be free of any and all hazardous substances, wastes or conditions
and shall be in compliance with all applicable Laws of any Environmental
Authority with respect to any hazardous substances or wastes for which Tenant
is responsible hereunder or pursuant to any Law.


 


20.2                          Prior to or
upon the expiration or sooner termination of this Lease, Tenant, at its own
cost and expense, shall remove from the Demised Premises all trade fixtures,
partitions, equipment, personal property, or other improvements required to be
removed from the Demised Premises pursuant to Article 13 hereof without injury
to the Demised Premises.  All such
property that is not removed from the Demised Premises prior to the expiration
or sooner termination of this Lease shall be, at the election of Landlord and
with absolutely no liability whatsoever to Tenant or any Sublessee,
either:  (a) retained or disposed of by
Landlord as its own property without any obligation whatsoever to Tenant or any
Sublessee; or (b) removed from the Demised Premises and disposed of by any
means whatsoever by Landlord, at Tenant’s sole cost and expense.


 


20.3                          Tenant’s
obligation to observe the covenants contained in this Article shall survive the
expiration or sooner


 


31

















 


termination
of this Lease.


 


20.4                          Notwithstanding
anything to the contrary contained herein, if the last day of the term of this
Lease or any renewal or extension thereof falls on Sunday, this Lease shall
expire at noon the preceding Saturday; if the last day of the term of this
Lease or any renewal or extension thereof falls on a Legal Holiday, this Lease
shall expire at noon on the preceding business day.


 


21.                               HOLDING
OVER


 


21.1                          Tenant shall
pay Landlord one hundred fifty percent (150%) of the fair market rental value
of the Demised Premises, as reasonably determined by Landlord [but in no event
less than one hundred fifty percent (150%) of the Adjusted Minimum Rent then
applicable under the Lease], for each month or partial month during which
Tenant or any Sublessee retains possession of the Demised Premises, or any part
thereof, after the expiration or earlier termination of this Lease.


 


21.2                          Nothing
contained in this Lease, nor the paying by Tenant and acceptance by Landlord or
Managing Agent of holdover rent, nor any verbal consent by anyone, nor any
detrimental reliance by Tenant or any Sublessee, shall be construed as a
consent by Landlord to the occupancy or possession by Tenant or such Sublessee
of the Demised Premises or any portion thereof beyond the Expiration Date or
sooner termination of the term hereof, unless consented to in writing by
Landlord in its sole discretion. 
Landlord, upon the Expiration Date or sooner termination of the term
hereof, shall also be entitled to consequential damages and to the benefit of
all other available legal remedies for summary possession of the Demised
Premises.


 


22.                               INDEMNITY


 


22.1                          Tenant shall be
liable for the acts and omissions of Tenant, its Sublessee(s) and any Visitors
with respect to the Real Estate.  In
accordance therewith, Tenant shall defend, indemnify and hold harmless
Landlord, its directors, officers, partners, employees, shareholders and agents
and their predecessors in interest and successors and assigns against and
from:  (a) any and all claims (1) arising
from the conduct of Tenant or any Sublessee, or the employees or Visitors of
either, or of any business or any work or thing whatsoever done to the Demised
Premises by Tenant, its Sublessee(s) or any Visitors or any condition created
by Tenant, its Sublessee(s) or any Visitors in or about the Demised Premises
during the term of this Lease, except to the extent due to the negligence or
willful misconduct of Landlord or its agents, employees and contractors, or (2)
arising from any negligent or willful misconduct of Tenant or any Sublessee, or
the employees or Visitors of either; (b) any failure by Tenant or any Sublessee
to comply with the provisions of this Lease; (c) all actual out-of-pocket
costs, expenses and liabilities incurred by Landlord in connection with each
such claim or action or proceeding brought thereon, including, but not limited
to, all reasonable legal fees and expenses; and (d) any damages suffered by
Landlord due to the holding over in the Demised Premises by Tenant or any
Sublessee beyond the expiration or sooner termination of this Lease.


 


22.2                          In case any
action or proceeding shall be brought against Landlord or any of the foregoing
indemnitees by reason of any such claim, Tenant, upon notice from Landlord,
shall resist and defend such action or proceeding with counsel previously and
reasonably approved by Landlord.


 


22.3                          Landlord shall
indemnify, defend and hold Tenant harmless from any loss caused by the
negligence or willful


 


32

















 


misconduct
of Landlord or its agents, employees and contractors.


 


23.                               LANDLORD’S
WORK


 


23.1                          The work that
Landlord is required to undertake under this Article to make the Demised
Premises ready for Tenant’s initial occupancy is hereinafter referred to as “Landlord’s
Work”.


 


23.2                          Intentionally
Deleted Prior To Execution


 


23.3                          Tenant agrees
that on or before the Date of Lease, Tenant shall either approve Landlord’s
drawings or provide to Landlord detailed and complete drawings and
specifications in form and content reasonably acceptable to Landlord for Tenant’s
layout, partitioning, electrical, floor covering, painting and other
installations in the Demised Premises. 
Landlord, at its cost and expense, shall furnish and install in
accordance with drawings and specifications that have first been approved in
writing by Landlord, which approval shall not be unreasonably withheld, delayed
or conditioned (“Approved Drawings”) only so much
of the work required by Tenant by the Approved Drawings as is allowed by a
credit to Tenant equal to the Construction Credit.  The Construction Credit may only be applied
towards Landlord’s Work in accordance with the Approved Drawings.  If any portion of the Construction Credit is
not so used by Tenant on or prior to the Commencement Date, any excess shall be
forfeited and shall not be used as a credit against Minimum Rent or any other
sums due Landlord hereunder.  To the
extent Tenant’s drawings require work, the cost of which exceeds the
Construction Credit, such work shall be reduced to an “extra” or “change order”
to be executed by both Landlord or Managing Agent and Tenant, which shall
Indicate the work required, the cost thereof to be paid by Tenant as additional
rent, within ten (10) days after Landlord’s demand, and the additional time
required, if any, for completion.  The cost
of work performed under this Article 23 shall be subject to Landlord’s
reasonable and customary mark-up, overhead, profit and general conditions.


 


23.4                          Tenant shall be
responsible for any delays on the part of itself or any of its employees or
Agents in completing the Demised Premises by reason of:  (a) failure of any of them to reasonably
cooperate with Landlord; (b) delays in submitting any drawings or
specifications, or in supplying information, or in approving drawings,
specifications or estimates; (c) delays in Tenant’s giving authorizations; (d) any
extra or change order desired by Tenant; (e) any changes by any of them in any
plans or designations subsequent to the Tenant Drawing Date; (f) any similar
act or omission of any of them; or (g) any other similar causes or factors
beyond Landlord’s reasonable control. 
Landlord shall notify Tenant whether Substantial Completion is being
delayed by any of the reasons set forth in this Section.


 


23.5                          Subject to
those tenancies and occupancies, if any, permitted, introduced or caused by
Tenant on or before the Commencement Date, Landlord agrees that, as of the
Commencement Date, the sole tenant and occupant of the Demised Premises shall
be Tenant or any permitted Sublessee or permitted assignee of Tenant’s interest
under this Lease for whom Landlord has granted its written consent to the
extent such written consent is required by Article 16 hereof.  As of the date by when Substantial Completion
has occurred, the Demised Premises (subject to Tenant’s acts and omissions)
shall be serviced by Building standard systems, utilities and one (1) or more
utility meters in working order and condition.


 


23.6                          Landlord’s Work
shall be performed in a workmanlike manner in accordance with laws in effect at
the time


 


33

















 


of
Substantial Completion.  Provided (i) there
is no Event of Default under this Lease and (ii) Tenant submits to Landlord, on
the date Tenant is requested to inspect Landlord’s Work with Landlord’s
representative, a punch-list approved in writing by Landlord (which approval
shall not be unreasonably withheld, delayed or conditioned), then, Landlord
shall correct the items on said approved punch-list.  Tenant agrees to accept Landlord’s Work in
its physical condition and state of repair as of the date on which Landlord’s
Work is Substantially Completed, except as to structural defects, which
Landlord shall repair at no cost to Tenant, provided:  (1) Tenant notifies Landlord in writing of
said structural defect with specificity by no later than the later to occur of (a)
the date falling five (5) days after Tenant actually discovers said structural
defect or (b) the date falling five (5) days after Tenant should have
discovered said structural defect had Tenant been reasonably observant; (2) Landlord
receives the written notice described in subsection (1) hereof by no later than
one (1) year after the date on which Landlord’s Work has been Substantially
Complete; and (3) there is no Event of Default under this Lease.


 


23.7                          Using Building
standard construction procedures, systems and methodologies, Landlord shall
arrange for certain trade work components of Landlord’s Work to be
competitively bid.  After Landlord
receives written notice from Tenant requesting that Landlord make available for
Tenant’s inspection a particular trade work bid, Landlord shall:  (i) make such bid available for Tenant’s
inspection in Landlord’s office during business hours that are mutually
acceptable to Landlord and Tenant; and (ii) consult with Tenant to solicit its
opinion regarding the acceptability of such bid.


 


23.8                          Using Building
standard means, methods, materials and manpower, Landlord shall perform the
work described on Exhibit F attached hereto and made a part hereof.  Subject to force majeure, acts of God,
circumstances beyond the reasonable control of Landlord, Laws, acts of Tenant
and/or omissions of Tenant, the work described on Exhibit F shall be completed
by December 31, 2004.


 


23.9                          Using Building
standard means, methods, materials and manpower, Landlord, at its cost, shall
replace once the ceiling tiles of the Demised Premises that are damaged as of
the Date of Lease.  Subject to force
majeure, acts of God, circumstances beyond the reasonable control of Landlord,
Laws, acts of Tenant and/or omissions of Tenant, said replacement work shall be
completed by September 30, 2004.


 


24.                               SERVICES
TO BE PROVIDED BY LANDLORD


 


24.1                          Subject to the
other provisions hereof, Landlord shall maintain in good working order and
repair, the exterior and the structural portions of the Building, including the
structural portions of the Demised Premises, the common portions of the
Building interior and the Building plumbing, electrical, mechanical and HVAC
systems, including those Building systems serving the Demised Premises.  Such services shall be included in Operating
Costs.  Tenant agrees to give prompt
notice to Landlord or Managing Agent of any condition in the Demised Premises
in need of repair.  Subject to force
majeure events, acts of God, causes or factors beyond Landlord’s reasonable
control, Laws, directives of Governmental Authorities and Landlord’s reasonable
Rules and Regulations, Tenant shall have seven (7) day a week, twenty four (24)
hour a day access to the Demised Premises.


 


24.2                          Landlord shall
provide the following services to Tenant, the cost of which services shall be
included in Operating Costs:


 


34

















 


(a)                                  Public elevator
service on business days from 8 a.m. to 6 p.m. and one (1) elevator subject to
call at all other times.


 


(b)                                 Subject to Article
26 hereof, HVAC to the Demised Premises and the Building.


 


(c)                                  Water for
ordinary lavatory purposes; provided, however, if Tenant uses or consumes water
for any other purposes or, in Landlord’s reasonable opinion, in quantities per
square foot of Demised Premises which are in excess of the Building average,
Landlord may install a water meter at Tenant’s cost and expense to register
such water consumption, and Tenant shall thereafter maintain the water meter in
good working order and repair and shall be obligated to pay Landlord, as
additional rent, for water consumed as shown on said meter.


 


(d)                                 Subject to the
Cleaning Service Rider and Article 27 hereof, cleaning service for the Demised
Premises and for the common areas of the Building.


 


(e)                                  The listing of
Tenant’s name on two (2) lines of the Building lobby directory; provided that
any changes to Tenant’s listing on said directory or any other directory in the
Building or on the remainder of the Real Estate shall be:  (1) in conformity with Landlord’s Building
standard design; (2) prepared by Landlord and at Tenant’s expense, if
subsequent to the Commencement Date; and (3) for Tenant named in Article 1
hereof or such Sublessee or assignee permitted in strict compliance with Article
16 hereof.


 


24.3                          Landlord
reserves the right to temporarily stop any of the services to be provided
hereunder when reasonably necessary by reason of accident or emergency, or for
repairs, alterations, replacements or improvements which Landlord, in its
reasonable discretion, may deem necessary or desirable, without same affecting
Tenant’s obligations hereunder.  However,
Landlord shall use reasonable efforts to minimize the scope and duration of any
such interruptions and promptly restore the interrupted service(s).


 


25.                               ELECTRICITY


 


25.1                          Landlord’s
obligation to supply electric current shall be limited to the current required
to power the Building standard HVAC systems, elevators, and the lighting of
common areas of the Building and the Real Estate, the costs of which shall be
included in Operating Costs.


 


25.2                          Tenant shall
arrange with the appropriate utility to purchase and pay for all of the
electric current requirements for light and power used in connection with
Tenant’s use and occupancy of the Demised Premises, including all electrical
power for Tenant’s office equipment and for any special electrical or
mechanical equipment serving only the Demised Premises.  As part of Landlord’s Work, Landlord shall
furnish and install an electric meter for the measurement of the consumption of
Tenant’s electric current as herein provided.


 


25.3                          Tenant shall in
a timely manner execute any and all forms or applications for electric service,
and shall provide any security required by the local utility company supplying
electric current to the Building for the metering of all electric current and
power required for the operation of the electrical equipment of any nature
whatsoever and lights within the Demised Premises.


 


25.4                          Intentionally
Deleted Prior To Execution


 


35

















 


25.5                          Tenant shall
not bypass or otherwise adversely affect the proper operation of any electrical
or other utility meter.


 


25.6                          The electrical
transmission facilities servicing the Demised Premises as of the Date of Lease
are sufficient to service the Demised Premises with five (5) watts of
electricity per rentable square foot (exclusive of HVAC) covering Tenant’s
ordinary business needs for lighting and the operation of Tenant’s business
machines, including, without limitation, photocopy equipment and computer and
data equipment.


 


26.                               HEATING,
VENTILATION AND AIR CONDITIONING


 


26.1                          Landlord shall
provide and furnish Building HVAC to the Demised Premises and the Building
between the hours of 8:00 a.m. to 6:00 p.m., Monday through Friday, other than
Legal Holidays.  Any special HVAC
requirements of Tenant shall be at Tenant’s sole cost and expense.


 


26.2                          At all other
times not otherwise provided for in Section 26.1 above, Landlord agrees that it
shall provide after-hours HVAC, upon written or telephone request from Tenant
at least two (2) business hours in advance of such extra hours of operation,
stating the hours of operation desired, for which Tenant shall pay to Landlord
as additional rent hereunder, a sum equal to Sixty-Five Dollars ($65.00) per
hour per floor or portion thereof, for providing HVAC, that charge being
intended to cover Landlord’s cost for providing same.  If during the term of this Lease, or any
renewal hereof, Landlord’s cost for providing after-hours HVAC shall increase
by virtue of utility rate increases or fuel coat increases or wage increases,
the above-specified hourly charge shall be adjusted from time to time to
reflect said increases on a uniform Building-wide basis.  In addition to the foregoing, should there be
any charges incurred by Landlord for attendant engineers or for similar
additional requirements as may be imposed from time to time by any Governmental
Authority, collective bargaining agreement or the like, Tenant agrees to
reimburse Landlord for its actual out-of-pocket expenses incurred in connection
therewith, related to the after-hours service requested by Tenant.


 


27.                               CLEANING
SERVICES


 


27.1                          Landlord shall
maintain the grounds, common areas and Parking Areas, and such other cleaning
services within the Demised Premises as are set forth on the Cleaning Service
Rider.


 


27.2                          Tenant
acknowledges that Landlord’s obligation to cause the office area of the Demised
Premises to be cleaned excludes any portions of the Demised Premises not used
as office areas (e.g., closets, storage rooms, mailrooms, computer areas,
laboratories, private lavatories and areas used for the storage, preparation,
service or consumption of food or beverages). 
Tenant shall pay directly to Landlord the actual, out-of-pocket and
reasonable cost of removal from the Demised Premises of any of Tenant’s refuse
or rubbish, including large cartons or other containers or refuse, in excess of
that generated from the day-to-day operation of an executive and administrative
office of Tenant’s size; and Tenant, at Tenant’s expense, shall cause all
portions of the Demised Premises not used as office areas to be cleaned daily
in a manner and by a person or entity reasonably satisfactory to Landlord.  Tenant, at Tenant’s expense, also shall cause
any portions of the Demised Premises used for the storage, preparation, service
or consumption of food or beverages to be exterminated against infestation by
vermin, rodents, bugs and insects both on a regular basis and whenever there
shall be evidence of any infestation.


 


36

















 


27.3                          Tenant shall
contract directly with Landlord or, at Landlord’s option, directly with
Landlord’s contractors, for the removal of garbage, excess refuse and rubbish,
for cleaning services in excess of those furnished by Landlord, and for the
extermination services required hereunder, provided that the costs thereof are
commercially competitive.


 


28.                               LANDLORD’S
ACCESS TO DEMISED PREMISES AND ALTERATIONS


 


28.1                          (a)                                   Landlord or
Landlord’s employees or agents, shall have the right to enter and/or pass
through the Demised Premises or any part thereof, at reasonable times during
reasonable hours with reasonable prior oral or written notification, as
determined by Landlord (or in the event of an emergency, at any time without
prior notification of any kind whatsoever): 
(1) to examine the Demised Premises and to show them to the holders of
mortgages or prospective purchasers, mortgagees or lessees of the Building; (2)
for the purpose of making such repairs or changes in or to the Demised Premises
or its facilities, as may be provided for by this Lease or as may be mutually
agreed upon by the parties or as Landlord may be required to make by Law or in
order to repair, maintain or improve the Demised Premises or any other portion
of the Building or its fixtures or facilities; and (3) during the last nine (9)
months of the term of this Lease, for the purposes of showing the Demised
Premises to prospective tenants. 
Notwithstanding anything contained to the contrary in this Section 28.1(a),
Landlord shall not be required to give Tenant prior notification of any kind
whatsoever before entering the Demised Premises for the purpose of performing
janitorial service, recurring maintenance and/or routine repairs.  Tenant shall permit Landlord to use,
maintain, replace and improve pipes, conduits and supports in and through the
Demised Premises and to erect new pipes and conduits and structural members therein
or therethrough, provided such new installations are concealed within walls,
floors, or ceilings.  Landlord may,
during the progress of any work in or about the Demised Premises, take all
necessary materials and equipment therein or through the Demised Premises
without the same constituting an eviction.


 


(b)                                  If Tenant is not present to
open and permit an entry into the Demised Premises, Landlord or Landlord’s
employees or agents may enter the same whenever such entry may be necessary or
permissible by master key or forcibly and, provided reasonable care is
exercised to safeguard Tenant’s property, such entry shall not render Landlord
or its employees or agents liable therefor, nor in any event shall the
obligations of Tenant hereunder be affected.


 


28.2                          Landlord, its
agents and employees shall have the right at any time, without the same
constituting an eviction and without incurring liability to Tenant
therefor:  (a) to change the arrangement
and/or location of public entrances, passageways, doors, doorways, corridors,
elevators, stairs, toilets or any other public parts of the Building; (b) to
make repairs, alterations or improvements to any portion of the Building; (c) to
perform any work that may be necessary to comply with any Laws of any
Governmental Authority having jurisdiction over the Demised Premises or the
Building or to prevent waste or deterioration of the Demised Premises or the
Building; (d) to change the name, number or designation by which the Building
may be known; or (e) to change any lawns, sidewalks, driveways, Parking Areas
or streets adjacent to or around the Building, provided reasonable access to
the Building is maintained.


 


28.3                          Landlord shall
use reasonable efforts to minimize its disturbance of Tenant in undertaking the
activities described in this Article in or adjacent to the Demised Premises,
and


 


37

















 


Landlord
shall not be liable to Tenant by reason of any inconvenience, annoyance or
injury to  business
arising from any of the aforementioned alterations, additions and improvements.


 


29.                               LIMITATION
OF LIABILITY


 


29.1                          Notwithstanding
anything to the contrary contained herein, each and every term, covenant,
condition and provision of this Lease, is hereby made specifically subject to the
provisions of this Article.


 


29.2                          The term “Landlord” as used in this Lease means only the current
Landlord or Building Lessor, so that in the event of any conveyance of such
interest and the transfer to the transferee of any funds then being held under
this Lease by Landlord, upon notice to Tenant thereof, such Landlord shall be
and hereby is entirely freed and relieved of any and all obligations of
Landlord hereunder thereafter accruing, and the transferee shall be and hereby
is deemed to have assumed all of the obligations of Landlord hereunder.  The foregoing provision shall be
self-operative and shall be deemed to occur automatically without further
agreement between Landlord and Tenant.


 


29.3                          It is further
specifically understood and agreed that notwithstanding anything to the
contrary contained herein or otherwise provided at Law or in equity, there
shall be absolutely:  (a) no liability
whatsoever to Landlord or any lessor of the Land (a “Land Lessor”)
in excess of either’s interest in the Real Estate, (whether any of the
foregoing be an individual, proprietorship, corporation, joint venture, tenancy
in common, firm, partnership or other entity); (b) no personal liability
whatsoever on the part of the members of any firm, proprietorship, partnership,
joint venture or other unincorporated Landlord or Land Lessor with respect to
any of the terms, covenants and/or conditions of this Lease; and (c) no
personal liability on the part of any director, officer, or employee of any
Landlord or Land Lessor.  In the event of
a breach or default by Landlord of any of its obligations under this Lease or
any claim or suit in respect of this Lease or the Demised Premises or the Real
Estate or any portion thereof, Tenant shall look solely to the then Landlord
for the satisfaction of each and every remedy of Tenant, and no judgment shall
be entered against any individual, director, officer, employee, partner,
proprietor or joint venturer of Landlord or Land Lessor or any of their
predecessors in interest or successors in interest, such exculpation of
personal and additional liability which is in excess of such person’s or
partnership’s interest in the Real Estate to be absolute and without any
exception whatsoever.


 


29.4                          If at any time
any windows of the Demised Premises are temporarily closed, darkened, blocked
or bricked up (or permanently closed, darkened, blocked or bricked up, if
required by Law or if absolutely necessary in connection with any improvements
to the Real Estate) for any bonafide and legitimate reason, Landlord shall not
be liable for any damage Tenant may sustain thereby; and Tenant shall not be
entitled to any compensation therefor nor abatement or diminution of rent nor
shall the same release Tenant from its obligations hereunder, nor constitute an
eviction or partial eviction.


 


29.5                          Landlord shall
not be liable for failure to furnish any services or take any other action
required to be provided by it hereunder by reason of conditions beyond Landlord’s
reasonable control, nor for consequential damages arising therefrom.  There shall be no allowance to Tenant for
diminution of rental value and no liability on the part of Landlord or its
employees or agents by reason of inconvenience,


 


38

















 


annoyance
or injury to business arising from Landlord or others making repairs,
alterations, additions, improvements or installations in or to any portion of
the Building or the Demised Premises or in and to the fixtures, appurtenances
or equipment thereof.  Tenant agrees that
Tenant’s sole remedy at law in such instance will be by way of an action for
damages for breach of contract.  The
provisions of this Article shall not apply in the case of fire or other
casualty which are not the responsibility of Tenant and which shall be governed
by Article 31 hereof.


 


30.                               PROPERTY
LOSS;  DAMAGE;  INSURANCE


 


30.1                          Tenant and any
Sublessee, at their sole cost and expense, shall procure, provide and maintain
in force during the term of this Lease, “All Risk” insurance, to be written by a
good and solvent insurance company qualified to write insurance in the State of
New Jersey, reasonably satisfactory to Landlord or Managing Agent, and having a
policyholders’ rating of no less than A+ XV as determined by the AM Best
Company, or any successor thereto, which shall cover Tenant’s (or Sublessee’s)
personal property, equipment and improvements in the Demised Premises or
elsewhere on the Real Estate against loss or damage by theft, vandalism, fire
and any other hazards or casualties in an amount sufficient to provide for the
actual replacement cost thereof.  Neither
Landlord nor its employees or agents shall be obligated to make any repair or
reimburse Tenant for any act or loss to be covered by the insurance required
hereunder.


 


30.2                          Landlord or its
contractors or agents shall not be liable for any loss of or damage to any
property of Tenant or of others whatsoever, whether by reason of theft,
burglary or otherwise, nor for any injury or damage to persons or property
resulting from any cause of whatsoever nature, except to the extent determined
to be due to the negligence or willful misconduct of Landlord or its agents,
employees and contractors.  Landlord and
its employees and agents shall not be liable for any such damage caused by
other tenants or persons in, upon or about the Real Estate or caused by
construction or operations of any private, public or quasi-public work.


 


30.3                          Should Tenant
or any Sublessee be self-insured for all or any portion of any loss or damage
to its property, or should Tenant’s or any Sublessee’s insurer be unwilling or
unable to compensate Tenant or such Sublessee in full for such damage. Tenant
and all such Sublessees shall be deemed to have released and waived all right
of recovery for such damage against Landlord by Tenant or anyone claiming
through or under Tenant by way of subrogation or otherwise.


 


30.4                          Landlord shall
endeavor to have its cleaning contractors lock all exterior doors to the
Demised Premises and activate simple alarm systems, if any; however, Tenant
covenants to insure against all loss or damage arising out of Landlord’s or its
cleaning contractor’s failure to lock doors or activate alarms, and
notwithstanding anything to the contrary contained herein, neither Landlord nor
its cleaning contractors nor any of their employees or agents shall be held
liable for any loss or damages arising therefrom.


 


30.5                          Tenant and any
Sublessee at its sole cost and expense, shall also procure, provide and
maintain in force during the term of this Lease, comprehensive general
liability insurance, which:  (a) shall be
written by good and solvent insurance companies qualified to write insurance in
the State of New Jersey, reasonably satisfactory to Landlord, and having a
policyholders’ rating of no less than A+ XV as determined by the AM Best
Company, or any successor thereto; (b) shall include coverage for personal
liability, contractual liability, Tenant’s (or Sublessee’s) legal liability,
bodily injury, death and


 


39














 


property
damage, all on an occurrence basis with respect to the business carried on, in
or from the Demised Premises and Tenant’s (or Sublessee’s) use and occupancy of
the Demised Premises; (c) shall provide coverage for any one (1) occurrence or
claim of not less than Two Million and 00/100 Dollars ($2,000,000.00); and
shall insure against such other perils and in such amounts as Landlord or
Managing Agent may from time to time reasonably require upon not less than
ninety (90) days’ prior written notice.


 


30.6                           Each of the
insurance policies required in this Article shall include Landlord, Managing
Agent and any Land Lessor as additional insureds, and shall protect Landlord in
respect of claims by Tenant as if Landlord were separately insured, and contain
an undertaking by the insurer that no material change adverse to Landlord, any
Land Lessor or Tenant (or Sublessee) will be made and such policy will not
lapse or be cancelled, except after not less than thirty (30) days’ prior
written notice to Landlord of the intended change, lapse or cancellation.  Any such notice shall not relieve Tenant of
any of its obligations hereunder.  On or
before the Commencement Date and thereafter, at least thirty (30) days prior to
the expiration date of any policy, Tenant agrees to deliver to Landlord an
original insurance certificate reasonably satisfactory to Landlord; and Tenant
(and any Sublessee) shall further modify such certificates within ten (10) business
days of being notified to reflect any change in Landlord, Land Lessor, or
Managing Agent.


 


30.7                           The
comprehensive general liability insurance required of Tenant under this Lease
may be furnished by Tenant under a blanket policy, so long as and provided that
such policy:  (a) strictly complies with
all the other terms and conditions contained in this Article; and (b) contains
an endorsement that (1) identifies with specificity the particular address of
the Demised Premises, (2) provides a minimum guaranteed coverage amount of Two
Million and 00/100 Dollars ($2,000,000.00) for the Demised Premises and (3) expressly
waives any prorata distribution requirement contained in Tenant’s blanket
policy covering the Demised Premises.


 


30.8                           As an item of
cost included in Operating Costs, Landlord shall procure, provide and maintain
in force during the term of this Lease, an “All Risk” property insurance policy
(including coverage against loss or damage by fire) in an amount not less than
eighty percent (80%) of the estimated replacement cost of the Building
(exclusive of the footings, foundations, tenants’ property, betterments and
those items for which Landlord has no insurable interest).  Landlord may self-insure all or any of the
coverages described in the immediately preceding sentence.  Landlord may also provide said coverage under
a blanket policy.


 


31.          DAMAGES
BY FIRE OR OTHER CASUALTY


 


31.1                           If the Building
or the Demised Premises or any part thereof shall be damaged by fire or other
casualty, Tenant shall promptly inform Landlord or Managing Agent thereof, and
this Lease shall continue in full force and effect, except as hereinafter set
forth.


 


31.2                           Tenant waives
the benefit of N.J.S.A. 46:8-6, and N.J.S.A. 46:8-7 and any similar Law.  Except as specifically provided in this
Article, Tenant agrees that it shall not be relieved of the obligations to pay
Minimum Rent, Adjusted Minimum Rent or any additional rent in case of damage to
or destruction of the Building or any portion thereof.


 


31.3                           If all or a
material portion of the Demised Premises are damaged or rendered unusable by fire
or other


 


40

















 


casualty
but the Building is not substantially damaged, and the damages to the Demised
Premises can, in Landlord’s reasonable judgment, be reasonably repaired within
one hundred eighty (180) days of the occurrence of such damage, the damages, to
the extent affecting the tenant installation provided by Landlord, shall be
repaired by and at the expense of Landlord and the rent, until five (5) days
after Tenant receives a written notice from Landlord advising Tenant that the
repairs have been substantially completed, shall abate in proportion to the
area of the Demised Premises which was damaged or unusable by Tenant for so
long as the Demised Premises, or each such portion thereof, is damaged or
unusable, it being the intent that such abatement shall not affect or reduce
Landlord’s rent insurance coverage.  If (i)
Landlord has notified Tenant in writing that, in Landlord’s reasonable
judgment, the damaged or unusable portion of the Demised Premises can be
reasonably repaired within one hundred eighty (180) days of the occurrence of
such damage and (ii) Landlord shall have failed to repair such damage within
one hundred eighty (180) days after the date of such fire or other casualty, as
such one hundred eighty (180) day period shall be extended by the number of
days that Landlord is delayed in completing such restoration by any cause or
factor beyond Landlord’s reasonable control, including, but not limited to,
Tenant’s failure to reasonably cooperate with Landlord, strikes or other labor
disputes, accidents, orders or regulations of any Federal, State, County or
Governmental Authority, delays due to adjustment of insurance claims, lack of
availability of materials, parts or utility services, procuring of applicable
building or construction permits, acts of God, fire, earthquake, floods,
explosion, action of the elements, war, hostilities, invasion, insurrection,
riot, mob violence, sabotage, or by reason of any other cause, whether similar
or not to the foregoing, that is beyond the reasonable control of Landlord
[such one hundred eighty (180) day period as so extended is referred to as the “Restoration Period”], then, in such event, Tenant shall
have a one (1) time option to give Landlord, within ten (10) days next
following the expiration of the Restoration Period, time being of the essence,
a thirty (30) day notice of termination of this Lease; if by the expiration of
said thirty (30) day period Landlord shall have failed to repair such damage,
then, upon expiration of said thirty (30) days, this Lease and the term
thereunder shall end and expire as fully and completely as if the expiration of
such thirty (30) day period were the day herein definitely fixed for the end
and expiration of this Lease and the term thereof and Tenant shall then quit
and surrender the Demised Premises to Landlord but Tenant shall remain liable
as provided in this Lease.  Failure of
Tenant to timely deliver a thirty (30) day notice of termination shall be
conclusively deemed to be an express election by Tenant to waive Tenant’s right
to terminate this Lease as provided in this Section.  Notwithstanding anything to the contrary
herein, Landlord shall not be obligated to repair or restore any personal
property of Tenant or any fixtures or Tenant installation not installed by and
paid for by Landlord.


 


31.4                           If Landlord
repairs and restores the Demised Premises in accordance with Section 31.3
hereof, such repairs and restorations shall be made with all reasonable
expedition.  After any such fire or other
casualty, Tenant shall cooperate with Landlord’s restoration by removing from
the Demised Premises as promptly as reasonably possible and to the extent
reasonably necessary, all of Tenant’s and any Sublessee’s salvageable inventory
and movable equipment, furniture and other property.  Tenant’s liability for rent shall resume five
(5) business days after written notice from Landlord of Substantial Completion
of repairs to the Demised Premises.


 


31.5                           If (A) all or
substantially all of the Demised Premises are damaged or rendered unusable by
fire or other


 


41

















 


casualty,
or (whether or not the Demised Premises are damaged in whole or in part) if the
Building shall be substantially damaged so that Landlord in its reasonable
opinion, cannot rebuild both the Demised Premises and the Building to their
pre-existing condition within one hundred eighty (180) days of the occurrence
of such damage, or (B) all or substantially all of the Demised Premises are
damaged or rendered unusable by fire or other casualty after the Date of Lease
but before the Estimated Commencement Date or (C) all or substantially all of
the Demised Premises are damaged or rendered unusable by fire or other casualty
during the last year of the Initial Term, then, in either of such events,
either Landlord or Tenant may elect to terminate this Lease by written notice
to the other within sixty (60) days after the date of damage, specifying a date
for the expiration of this Lease, which date shall not be more than one hundred
eighty (180) days after such fire or other casualty, and upon the date
specified in such notice the term of this Lease shall expire as fully and
completely as if such date were the Expiration Date and Tenant shall forthwith
quit, surrender and vacate the Demised Premises without prejudice however, to
Landlord’s rights and remedies against Tenant under this Lease provisions in
effect prior to such termination; and any rent owing shall be paid up to such
date and any payments of rent made by Tenant which were on account of any
period subsequent to such date shall be credited against amounts owed by Tenant
to Landlord or refunded to Tenant.  The
terms of this Section shall survive the expiration or earlier termination of
this Lease.


 


31.7                           Notwithstanding
anything to the contrary contained in this Article or any Law, should the
Demised Premises or the Building be damaged by fire or other casualty as a
result of the negligence of Tenant or any Sublessee or any employee, Agent or
Visitor of either, and as a result thereof, Landlord does not collect adequate
insurance proceeds to fully restore the Demised Premises, Tenant shall have no
right to terminate this Lease and there shall be no abatement of rent under
this Article, except to the extent of any available rent insurance proceeds and
Tenant shall be liable to Landlord for any such deficiency, subject to the
other provisions hereof.


 


32.          WAIVER
OF SUBROGATION


 


32.1                           Notwithstanding
any other provision herein, Landlord and Tenant shall look first to any
insurance in its favor before making any claim against the other party for
recovery for loss or damage resulting from fire or other casualty, and to the
extent that such insurance is in force and collectible and to the extent
permitted by Law, Landlord and Tenant each hereby releases and waives all right
of recovery against the other or any one claiming through or under each of them
by way of subrogation or otherwise.  The
foregoing release and waiver shall be in force only if both Landlord and Tenant
obtain their insurance required hereunder and only if both of their insurance
policies contain a clause providing that such a release or waiver shall not
invalidate the insurance.  If, and to the
extent that such waiver can be obtained only by the payment of additional
premiums, then the party benefiting from the waiver shall pay such premium
within ten (10) business days after written demand from the other party or
shall be deemed to have agreed that the party obtaining insurance coverage
shall be free of any further obligation tinder the provisions hereof with
respect to waiver of subrogation.


 


33.          EMINENT
DOMAIN


 


33.1                           If all or
substantially all of the Demised Premises or the Building or a substantial
portion of the Land should be acquired or condemned by eminent domain by any
Governmental Authority, then Landlord or Tenant may terminate


 


42

















 


this
Lease as of the date when title vests pursuant to such taking.  In such event, the rent shall be apportioned
as of said date and any rent paid for any period beyond said date and in excess
of amounts owing by Tenant to Landlord shall be repaid to Tenant.  The terms of this Section shall survive the
expiration or earlier termination of this Lease.


 


33.2                           In the event of
a taking of less than all or substantially all of the Demised Premises,
Landlord shall have the right to equitably reduce the Demised Premises, Tenant’s
Occupancy Percentage, the Minimum Rent and the Allotted Parking, and this Lease
shall continue in full force and effect. 
Notwithstanding the foregoing, Tenant shall have the right to terminate
this Lease if the area of the Demised Premises shall not be reasonably
sufficient for Tenant to continue feasible operation of its business.


 


33.3                           Landlord or
Tenant may exercise its respective right(s) to terminate this Lease under Section
33.1 or 33.2 hereof by giving written notice to the other within thirty (30)
days after the date of the vesting of title in such proceeding, specifying a
date not more than sixty (60) days after the giving of such notice as the date
for such termination.


 


33.4                           Neither Tenant
nor any Sublessee shall have any claim in any condemnation or eminent domain
proceeding for the value of any unexpired term of this Lease with respect to
the Demised Premises or any portion thereof, and Tenant hereby assigns to
Landlord, Tenant’s entire interest in any such award.  Although Tenant shall not be entitled to any
part of the award for such taking or any payment in lieu thereof, Tenant (or
any Sublessee) may file a separate claim for any taking of fixtures and
improvements owned by Tenant (or such Sublessee) which have not become Landlord’s
property, for moving expenses, provided the same shall in no way affect or diminish
Landlord’s award.


 


34.          DEFAULTS;
EVENTS OF DEFAULT


 


34.1                           Tenant shall be
in default under this Lease upon the occurrence of any one or more of the
following events (collectively, “Defaults”, and
individually, a “Default”):


 


(a)                                  If Tenant fails
to take possession of the Demised Premises within fifteen (15) days after the
Commencement Date;


 


(b)                                 Intentionally
Deleted Prior To Execution


 


(c)                                  If Tenant is
delinquent in the due and punctual payment of all or any portion of Minimum
Rent, Adjusted Minimum Rent, additional rent or any other monies payable by
Tenant hereunder;


 


(d)                                 If any
execution, attachment or other action shall be taken against Tenant or any of
Tenant’s property whereupon the Demised Premises shall be taken, occupied or
used by someone other than Tenant or any assignee or Sublessee permitted in
strict accordance with Article 16 hereof; or


 


(e)                                  If Tenant is
delinquent in the performance of or compliance with any of the other covenants,
agreements or conditions contained in this Lease.


 


34.2                           Upon the
occurrence of a Default, Landlord, at any time thereafter, may give written
notice to Tenant specifying the nature of such Default.  As a Cure Period, Tenant shall have ten (10) business
days from the receipt of said notice to comply with or remedy any monetary
Default except in the case of any non-monetary Default presenting a clear and
present danger to life or


 


43

















 


property,
which Tenant shall cure immediately upon request of Landlord or Managing Agent,
written or ‘otherwise.  Any oral request
made by Landlord under the preceding sentence shall be followed up with a
written notice to Tenant within three (3) business days after such oral request
was made.  If such non-monetary Default
is not of an emergency nature and shall be of a nature that the same cannot be
substantially cured or remedied within said thirty (30) day Cure Period, Tenant
shall promptly give Landlord written notice of such fact, and Tenant shall
diligently and in good faith proceed to remedy or cure such non-monetary
Default within a reasonable time, but in no event in excess of ninety (90)
days.  Neither the cost to Tenant of
curing any Default nor Tenant’s financial or other inability to cure any
Default (for whatever reason) shall operate to extend any Cure Period.  Tenant’s failure to remedy such Default
within the applicable time set forth in this Section shall be an “Event of Default”.


 


34.3                           Tenant
acknowledges that Landlord is obligated to make timely payments on obligations
arising out of its ownership, operation and financing of the Real Estate.  In the event that the payment of any sum
required to be paid by Tenant to Landlord under this Lease (including, without
limiting the generality of the foregoing, Minimum Rent, Adjusted Minimum Rent,
additional rent, payment made by Landlord under any provision of this Lease for
which Landlord is entitled to reimbursement by Tenant, or for construction or
other work performed by Landlord or its contractor specifically for Tenant) is
not received by Landlord in good funds within ten (10) days after the date on
which it is due and payable or should any check from Tenant be returned to
Landlord as uncollectible, then, notwithstanding any notice provision or Cure
Period, Tenant shall also pay Landlord, as additional rent, interest (“Interest”) at an annual rate equal to three hundred (300)
basis points in excess of the prime rate announced from time-to-time by
Citibank, NA or such other major commercial bank in the United States
designated by Landlord (but subject to any maximum interest permitted by Law)
on any amounts not received by Landlord within ten (10) days after the date on
which they became due and payable.  In
the event of nonpayment of Interest provided for above, Landlord shall have, in
addition to all other rights and remedies, all the rights and remedies provided
for herein and by Law in the case of nonpayment of rent.  Failure by Landlord or Managing Agent to
insist upon the strict performance by Tenant of Tenant’s obligations to pay
Interest shall not constitute a waiver by Landlord of its rights to enforce the
provisions of this Section in any instance thereafter occurring.  Neither the provisions of this Section nor
Tenant’s payment of any Interest shall be construed in any way to extend any
time period provided for in this Lease or to limit Landlord’s other remedies
hereunder.  Tenant’s obligation to pay
any Service Charge or Interest as provided in this Section shall continue
beyond the expiration or sooner termination of this Lease.


 


34.4                           In addition to
the provisions of Section 34.3 hereof, should Adjust Minimum Rent be received
by Landlord or Managing Agent later than the fifth (5th) day of the month on which
it is due three (3) or more times in any twelve-month period, Landlord may, in
addition to all other rights and remedies provided herein and by Law, require
that Tenant increase the amount of Security by an additional amount equal to
three (3) months’ of the then applicable Adjusted Minimum Rent, upon no less
than thirty (30) days prior written notice by landlord to Tenant in accordance
with Article 47 hereof.


 


35.          REMEDIES
FOR EVENTS OF DEFAULT


 


35.1                           Upon the
occurrence of any Event of Default hereunder, Landlord may, in addition to all
other rights and remedies provided herein or at Law or in equity, exercise any
or


 


44

















 


all
of the following remedies:


 


(a)                                  Landlord may
give a written notice of termination upon Tenant setting forth a date, no fewer
than thirty (30) days from the date of the giving of such notice, terminating
this Lease and/or Tenant’s right to use and occupy the Demised Premises.  Upon the expiration of such period, this
Lease and the term hereof, or the right of Tenant or any Sublessee to use and
occupy the Demised Premises, as the case may be, shall terminate and expire as
fully and completely as if the day on which said notice of cancellation is to
be effective were the Expiration Date, and Tenant shall then peaceably quit and
surrender the Demised Premises to Landlord, but Tenant shall remain liable as
herein provided.  Landlord may also,
without further notice, re-enter the Demised Premises and repossess same by
summary proceedings or ejectment or other appropriate legal proceedings and/or
may dispossess Tenant and remove Tenant and all other persons and property from
the Demised Premises and may have, hold, use and enjoy the Demised Premises and
the right to receive all rental income therefrom.


 


(b)                                 Landlord
may:  (1) declare all Adjusted Minimum
Rent and all other sums due and payable hereunder immediately due and payable; (2)
re-let or sublet the Demised Premises or any part or parts thereof, in the name
of Tenant, Landlord or otherwise, for a term or terms, which may at Landlord’s
option be less than, equal to, or exceed the period which would otherwise have
constituted the balance of the term of this Lease, and Landlord may grant
concessions or free rent, change the First Tax Year and/or the First Operating
Year or charge such higher or lower rental as may be reasonable under the
circumstances; (3) recover from Tenant the unamortized portion of the
commission paid by Landlord to Broker on account of this Lease for the current
term amortized on a straight line basis over the Term; (4) collect rental
payments directly from any Sublessee, upon written notice to such Sublessee
directing it to make such payment directly to Landlord; and/or (5) cancel, on
no less than five (5) days’ prior written notice to Tenant, any option to
renew, extend or cancel this Lease or expand or contract the Demised Premises
which Tenant may have.


 


(c)                                  Landlord may
require Tenant or the legal representative(s) of Tenant immediately to pay to
Landlord a sum (the “Accelerated Rent”)
which, at the time of the Event of Default, equals the aggregate (discounted to
present value at a per annum rate of 5%) Adjusted Minimum Rent payable
hereunder which would have become payable by Tenant hereunder through the day
previously set as the Expiration Date (conclusively presuming that Adjusted Minimum
Rent on account of increases in Taxes and Operating Costs subsequent to the
Event of Default and through the Expiration Date shall increase at the average
of the rates of increase thereof previously experienced by Landlord since the
Commencement Date).  Such Accelerated
Rent shall be held by Landlord and applied by Landlord on a monthly basis to
any deficiency between the rent or any other monies hereby reserved and/or
covenanted to be paid by Tenant and the net amount, if any, of the rents
collected on account of any re-letting or subletting of the Demised Premises
for each month of the period which would otherwise have constituted the balance
of the term of this Lease.  The failure
of Landlord to re-let or sublet the Demised Premises or any part or parts
thereof shall not release or affect Tenant’s obligations or liability
hereunder.  Landlord, however, shall
exercise reasonable efforts to mitigate damages.  Notwithstanding the foregoing, Landlord shall
be under no obligation in re-letting the Demised Premises to give priority to
the rental thereof over other available space in the Building.  In computing any such deficiencies, there
shall be added thereto such actual, out-of-pocket and reasonable expenses as
Landlord may incur in connection with re-letting or subletting or


 


45

















 


attempting
to relet or sublet the Demised Premises, including, but not limited to,
reasonable legal expenses, attorneys’ fees, brokerage fees, advertising
expenses and expenses incurred in connection with the marketing, showing,
fix-up, cleaning, repair or maintenance of the Demised Premises (including
those for preparation of the Demised Premises for re-letting or subletting and
the removal of Tenant’s property, fixtures or other improvements
therefrom).  In connection with Landlord’s
preparation of the Demised Premises for re-letting or subletting, Landlord may,
at its option, make such alterations, repairs and/or replacements in the
Demised Premises as Landlord, in Landlord’s reasonable discretion, considers
advisable and necessary for the purpose of re-letting or subletting the Demised
Premises, and the making of such alterations, repairs and/or replacements shall
not operate or be construed to release Tenant from liability hereunder.  Landlord shall in no event be liable in any
way whatsoever for failure to re-let or sublet the Demised Premises, or in the
event that the Demised Premises are re-let or sublet, for failure to collect
the rent under such re-letting or subletting, and in no event shall Tenant be
entitled to receive any excess, if any, of such net rents collected over the
sums payable by Tenant to Landlord hereunder. 
Landlord, however, shall exercise reasonable efforts to mitigate damages.  Notwithstanding the foregoing, Landlord shall
be under no obligation in reletting the Demised Premises to give priority to
the rental thereof over other available space in the Building.  If the Demised Premises or any part thereof
should be re-let or sublet in combination with the other space, then proper
apportionment on a square-foot basis shall be made of the rent received from
such re-letting and of the expenses of re-letting as aforesaid.


 


35.2                           Intentionally
Deleted Prior To Execution


 


35.3                           In the event of
a breach or anticipatory breach by Tenant of any of the covenants or provisions
hereof, Landlord shall have the right of injunction and the right to invoke any
remedy allowed at Law or in equity as if re-entry, summary proceedings and
other remedies were not provided for herein.


 


35.4                           Any suit or
suits for the recovery of monies due Landlord hereunder may be brought by
Landlord from time to time at its election, and nothing contained herein shall
be deemed to require Landlord to postpone suit until the date when the term of
this Lease otherwise would have expired. 
Mention in this Lease of any particular remedy shall not preclude
Landlord from any other remedy, at Law or in equity.  Nothing herein contained shall be construed
to limit or preclude recovery by Landlord against Tenant for any sums or
damages to which, in addition to the sums particularly provided above, Landlord
may lawfully be entitled by reason of any Default hereunder on the part of
Tenant.


 


35.5                           In no event
shall eight party be entitled to recover punitive damages from each other.


 


35.6                           Tenant, for
Tenant, and on behalf of any and all persons claiming through or under Tenant,
including, but not limited to, Sublessees, creditors, trustees, security
holders and representatives of all kinds, does hereby waive and surrender all
right and privilege which they or any of them might have under or by reason of
any present or future Law, to redeem the Demised Premises or to have a
continuance of this Lease for the term hereby demised after being dispossessed
or ejected therefrom by process of law or under the terms of this Lease or
after the termination of this Lease as herein provided.


 


46

















 


36.          LANDLORD’S
PERFORMANCE;  EXPENDITURES


 


36.1                           If an Event of
Default shall occur under this Lease, Landlord, without thereby waiving such
Event of Default, may (but shall not be obligated to) immediately or at any
time thereafter, without further notice, perform the same for the account and
at the expense of Tenant.


 


36.2                           Tenant shall
also promptly reimburse Landlord for all reasonable costs, expenses and
disbursements of every kind and nature whatsoever, including, but not limited
to, reasonable attorneys’ fees, involved in (a) instituting, prosecuting or
defending any action or proceeding against Tenant in which Landlord is the
prevailing party; (b) collecting or endeavoring to collect the Minimum Rent,
Adjusted Minimum Rent or additional rent or any part thereof or any other money
payable by Tenant hereunder; or (c) enforcing or endeavoring to enforce any
rights of Landlord against Tenant, under or in connection with this Lease or
pursuant to Law, including any such cost, expense and disbursement involved in
instituting and prosecuting summary proceedings.  Any bills for any property, material, labor
or services provided, furnished, or rendered by Landlord pursuant to this Article
shall be obligations of Tenant.


 


36.3                           The foregoing
expenses incurred by Landlord shall be deemed to be additional rent hereunder
and shall be paid by Tenant to Landlord within thirty (30) days of rendition of
any bill or statement to Tenant therefor, together with supporting
documentation.  The obligations of Tenant
to pay such sums to Landlord shall survive the expiration or sooner termination
of this Lease, and such sums shall be thereafter recoverable by Landlord or its
agent or representative.


 


37.          ACCORD
AND SATISFACTION


 


37.1                           No payment by
Tenant or receipt by Landlord or its employee or agent of a lesser amount than
the rent and additional rent payable hereunder shall be deemed to be other than
a payment on account to be credited against monies owed Landlord hereunder, in
such order as Landlord may reasonably determine, nor shall any restrictive
endorsement, statement or name on any check or any letter accompanying any
check or payment delivered to Landlord or its employee or agent be deemed,
declared or interpreted an accord and satisfaction; and Landlord or its agent
may accept and deposit such check or payment without notice to Tenant, without
same operating as a satisfaction or an acceptance of satisfaction by Landlord
or its employee or agent, and without prejudice to Landlord’s right to recover
the balance of any monies due hereunder, or to pursue any other remedy provided
herein or by Law.


 


37.2                           No restrictive
endorsement, statement or name on any check or any letter accompanying any
check or payment delivered to Tenant or its employee or Agent shall be deemed,
declared or interpreted an accord and satisfaction.  Tenant or its Agent may accept and deposit
such check or payment without notice to Landlord, without same operating as a
satisfaction or an acceptance of satisfaction by Tenant or its employee or
Agent, and without prejudice to Tenant’s rights to recover the balance of any
monies due hereunder or to pursue any other remedy of Tenant provided in this
Lease.


 


38.          EFFECT
OF WAIVERS


 


38.1                           No failure by
Landlord to insist upon the strict performance of any covenant, agreement, term
or condition of this Lease, or to exercise any right or remedy permitted hereunder,
and no acceptance of full or partial rent during the continuance of any such
Default, shall constitute a waiver of any such Default or of such covenant,
agreement, term or condition.  No consent
or waiver, express or implied, by Landlord or its


 


47

















 


employee
or agent to or of any Default, and no reliance by Tenant thereon, shall be
construed as a consent or waiver to or of any other Default of the same or any
other covenant, condition or duty, unless in writing signed by Landlord.


 


38.2                           No failure by
Tenant to insist upon the strict performance of any covenant, agreement, term
or condition of this Lease, or to exercise any right or remedy permitted
hereunder, shall constitute a waiver of any such default by Landlord or of such
covenant, agreement, term or condition. 
No consent or waiver, express or implied, by Tenant or its employee or
Agent to or of any default by Landlord or its agents, employees and
contractors, and no reliance by Landlord thereon, shall be construed as a
consent or waiver to or of any other default by Landlord, or its agents,
employees and contractors of the same or any other covenant, condition or duty,
unless in writing signed by Tenant.


 


39.          BANKRUPTCY;  INSOLVENCY


 


39.1                           Notwithstanding
anything herein to the contrary, this Lease may be cancelled by Landlord by the
sending of a written five (5) day notice of cancellation to Tenant within a
reasonable time after the happening of any one or more of the following
events:  (a) the appointment of a
trustee, custodian, liquidator, receiver or other similar official to take
possession of all or substantially all of the assets of Tenant or of the
Demised Premises; (b) the making by Tenant of an assignment or any other
arrangement for the benefit of creditors pursuant to any Law; (c) the filing by
Tenant, or the public announcement of the intent to file, of a voluntary
petition pursuant to 11 U.S.C. 101 et seq. and the Rules and Official Forms
thereunder or any such successor or substitute legislation or rule thereto, or
any similar federal or state law collectively (the “Bankruptcy
Code”) seeking any reorganization, arrangement, composition,
readjustment, liquidation, dissolution or similar relief thereunder; (d) the
adjudication of Tenant as a bankrupt or insolvent; or (e) the failure of Tenant
or any guarantor of the Tenant’s obligations hereunder to pay debts generally
as they become due.  Landlord’s statutory
liens for rent shall be honored by Tenant and any trustee, representative or
creditor of Tenant in any of such events.


 


39.2                           If Landlord
shall have no right to terminate this Lease by reason of the applicable
provisions of the Bankruptcy Code, Tenant or its trustee or other
representative shall promptly provide adequate protection to Landlord pursuant
to the provisions of the Bankruptcy Code.


 


(a)                                  Tenant or its
trustee shall promptly accept or reject this Lease.  Any Lease not assumed or rejected within
ninety (90) days after an order for relief is entered shall be deemed rejected,
and the trustee shall immediately surrender the Demised Premises to Landlord.


 


(b)                                 If Tenant shall
not be in liquidation, Tenant or its trustee shall assume or reject the Lease
as soon as such decision can reasonably be made, and shall compensate Landlord
for the use and occupancy of the Demised Premises monthly in advance until such
decision is made.


 


(c)                                  This Lease may
not be assumed, unless at the time of such assumption, the trustee or assignee
shall promptly:  (1) cure or provide
adequate assurance that it will promptly cure any Default(s) under this Lease; (2)
compensate or provide adequate assurance that it shall compensate Landlord for
any actual or pecuniary loss to Landlord resulting from such Default(s); (3) provide
adequate assurance reasonably satisfactory to Landlord of future performance
under this Lease;


 


48

















 


and
(4) compensate Landlord for all post-filing use and occupancy of the Demised
Premises, and shall timely perform all of Tenant’s other obligations hereunder.


 


39.3                           If this Lease
is assigned to any person or entity pursuant to the provisions of the
Bankruptcy Code, Tenant or its legal representative shall give prompt written
notice thereof to Landlord along with adequate assurance of future performance
by the assignee.  Any and all monies or
other consideration to be delivered in connection with the assignment shall be
delivered to Landlord, and shall be and remain the exclusive property of
Landlord to be applied to post-filing use and occupancy payments to Landlord or
other monies owed by Tenant to Landlord and shall not constitute property of
Tenant or of the estate of Tenant.  Any
person or entity to which this Lease is assigned pursuant to the provisions of
the Bankruptcy Code shall be deemed to have assumed all of the obligations
arising under this Lease on and after the date of such assignment, and shall
promptly upon demand execute and deliver to Landlord an instrument confirming
such assumption.


 


40.          STATUTORY
WAIVER; WAIVER OF TRIAL BY JURY


 


40.1                           Tenant
acknowledges that its possession, use and peaceful enjoyment of the Demised
Premises is conditioned upon Tenant’s timely performing all of its obligations
hereunder, including, but not limited to, the payment of all Minimum Rent, as
set forth in Section 5.3 hereof.  In
consideration thereof, Tenant hereby waives its right under N.J.S.A. 2A:18-60
or other similar statutes to remove any action for non-payment of Minimum Rent
brought by Landlord or its Managing Agent pursuant to N.J.S.A. 2A:18-53 to
another court.  Any other matter
mentioned in any such action brought by Landlord under the latter statute shall
not waive Landlord’s or Tenant’s right to bring a separate action in the proper
court for monies due and owing either party hereunder; nor shall Landlord be
prohibited from instituting a dispossess action for nonpayment of monies other
than Minimum Rent.


 


40.2                           To the extent
such waiver is permitted by Law, the parties hereto waive trial by jury in any
action or proceeding brought in connection with this Lease or the Real Estate
or any portion thereof.


 


40.3                           Tenant waives
the benefit of N.J.S.A. 46:8-6 and 46:8-7, as same may be amended.


 


41.          SUBORDINATION
OF LEASE; ESTOPPEL CERTIFICATES


 


41.1                           This Lease is
subject and subordinate to all ground or underlying leases and to all deeds of
trust or mortgages which may now or hereafter affect the Real Estate, including
all renewals, modifications, consolidations, replacements and extensions of any
such underlying leases, deeds of trust and mortgages.  This clause shall be self-operative and no
further instrument of subordination shall be required by any Land Lessor or by
any mortgagee in order to effectuate such subordination. Notwithstanding the
foregoing, Tenant shall execute and promptly deliver to Landlord or its agent
within five (5) business days any instrument that Landlord or its agent, as the
case may be, may reasonably request confirming the subordination of this Lease.


 


41.2                           If any lender
shall request reasonable modifications of this Lease as a condition of Landlord’s
obtaining any financing or refinancing of the Building, the Real Estate and/or
any interest of Landlord in either, Tenant covenants not to unreasonably
withhold or delay its agreement to such modification provided that such modification
does not


 


49














 


materially
or adversely affect the rights or obligations of Tenant under this Lease.


 


41.3                          Tenant agrees
to give any mortgagee, deed of trust holder, or Land Lessor, a copy of any
notice and a right to cure any default of Landlord within the periods, if any,
set forth in this Lease, provided that, prior to such notice, Tenant has been
notified in writing (by way of notice of assignment of rents and leases, or
otherwise) of the address of such mortgagee, deed of trust holder, or Land
Lessor.  Tenant further agrees that so
long as any mortgagee, deed of trust holder or Land Lessor has commenced and is
diligently pursuing the remedies necessary to cure such default (including, but
not limited to, commencement of foreclosure proceedings, if necessary to effect
such cure), Tenant shall not seek to terminate this Lease.


 


41.4                          Tenant agrees
at any time and from time to time, upon not less than fifteen (15) days’ prior
written request from Landlord or Managing Agent, that Tenant shall execute,
acknowledge and deliver to Landlord, or its designee, a statement in writing
certifying to the best of Tenant’s information, knowledge and belief:  (a) that this Lease is unmodified and is in
full force and effect (or if there have been modifications, the specifics
thereof and that this Lease is in full force and effect as modified); (b) the
dates to which the Minimum Rent (or Adjusted Minimum Rent) and additional rent
have been paid; (c) the amount of all rents paid in advance, if any; and (d) and
any other information that Landlord or Managing Agent shall reasonably
request.  Tenant further agrees to
furnish Landlord or Managing Agent, upon no less than fifteen (15) days’ prior
written request, such information as Landlord or Managing Agent, as the case
may be, may reasonably request that Tenant has not breached any of the
provisions of this Lease.  It is intended
hereby that any such statement delivered pursuant to this Article may be relied
upon by a prospective purchaser or mortgagee of Landlord’s interest, or any
assignee of any mortgage upon Landlord’s interests in the Real Estate.  Tenant’s failure to timely deliver such
statement shall be conclusive evidence:  (x)
that this Lease is in full force and effect, without modification except as may
be represented by Landlord; (y) that there are no uncured defaults in Landlord’s
performance and Tenant has no right of offset, counterclaim, defenses or
deduction against the Minimum Rent, Adjusted Minimum Rent, additional rent or
against Landlord, except as may otherwise be expressly provided to the contrary
elsewhere in this Lease; and (z) that no more than one (1) month’s installment
of Minimum Rent or Adjusted Minimum Rent has been paid in advance.


 


41.5                          Tenant agrees
at any time and from time to time, upon not less than fifteen (15) days’ prior
written request, that Tenant shall demonstrate to Landlord, Tenant’s financial
status, and the name, relationship to Tenant and financial status of any
Sublessee by promptly submitting to Landlord or Managing Agent all information
that Landlord or Managing Agent may reasonably request and statements of income
or profit and loss, all prepared in accordance with generally accepted
accounting principles, consistently applied. 
Landlord and Tenant shall execute a confidentiality agreement regarding
the information that Tenant actually delivers to Landlord pursuant to this
Section, but only if the form and content of said agreement is reasonably
satisfactory to Landlord and Tenant.  The
failure of either party to execute and deliver said confidentiality agreement
shall in no event vitiate Tenant’s obligations under this Section.  Landlord may not request that Tenant comply
with the first (lst) sentence of
this Section unless such request is in connection with a legitimate and
bonafide business reason related to a proposed, contemplated or actual
transaction involving all or any part of the Real Estate.


 


50

















 


41.6                          With respect to
all mortgages and ground leases in effect on or after the date hereof that
encumber this Lease or the Building on or after the date hereof, Landlord shall
endeavor to use reasonable efforts (at no cost or expense to Landlord) to
obtain a non-disturbance and attornment agreement in recordable form from the
holder of any such mortgage or ground lease, providing in substance that so
long as Tenant shall have entered into possession and occupancy of the Demised
Premises and commenced payment of Minimum Rent and additional rent due
hereunder, and so long as no Event of Default then exists, Tenant’s possession
of the Demised Premises will not be disturbed during the term hereof,
notwithstanding the foreclosure of any such mortgage or termination of any such
ground lease, and Tenant will not be named as a party defendant in any foreclosure
or termination proceedings brought for the recovery of possession, it being
hereby covenanted and agreed by Tenant that the holder of any such mortgage or
ground lease, or anyone claiming by, through or under said holder, shall not
be:  (i) liable for any act or omission
of any prior landlord (including Landlord); or (ii) subject to any offsets or
defenses which Tenant might have against any prior landlord (including
Landlord); or (iii) bound by any Minimum Rent, Adjusted Minimum Rent or
additional rent or other charges which Tenant might have paid for more than the
current month to a prior landlord (including Landlord); or (iv) bound by any
modifications of this Lease made without the written consent of such mortgagee
or ground lessor.


 


41.7                          The failure of
Landlord to obtain a non-disturbance and attornment agreement shall not be
deemed a default on Landlord’s part of its obligations hereunder, or impose any
claim in favor of Tenant against Landlord by reason thereof, or affect the
validity of this Lease.  Tenant agrees
to:  (i) execute and deliver to such
mortgagee or ground lessor a non-disturbance and attornment agreement in form
and substance satisfactory to and customarily adopted by such mortgagee or
ground lessor; and (ii) pay Landlord for all actual, out-of- pocket and
reasonable expenses incurred by Landlord in connection therewith, including,
but not limited to, reasonable legal expenses, processing costs and other
administrative fees.


 


41.8                          Provided there
is no Event of Default under this Lease, Landlord shall, at any time and from
time to time, upon not less than fifteen (IS) days’ prior written request,
execute, acknowledge and deliver to Tenant or its designee, a statement in
writing certifying to the best of Landlord’s information, knowledge and
belief:  (a) that this Lease is
unmodified and is in full force and effect (or if there have been
modifications, the specifics thereof and that this Lease is in full force and
effect as modified); (b) the dates to which Minimum Rent (or Adjusted Minimum
Rent) and additional rent have been received; (c) the amount of all rents
received in advance, if any; and (d) any other information that Tenant shall
reasonably request.  Provided there is no
Event of Default under this Lease, Landlord further agrees to furnish Tenant,
upon no less than fifteen (15) days’ prior written request, such information as
Tenant may reasonably request that Landlord has not breached the provisions of
this Lease.  It is intended hereby that
any such statement delivered pursuant to this Section may be relied upon by a
prospective assignee of this Lease or any prospective Sublessee of all or any
part of the Demised Premises.


 


42.                               PARTNERSHIP
TENANT


 


42.1                          If Tenant is a
partnership, joint venture, proprietorship or unincorporated association (or is
comprised of two (2) or more persons, individually and as co-partners,
co-proprietors or joint venturers) or if Tenant’s interest in this


 


51

















 


Lease
shall be assigned to a partnership, joint venture, proprietorship or
unincorporated association (or to two (2) or more persons, individually and as
co-partners, co-proprietors or joint venturers) pursuant to Article 16 hereof
or otherwise (any such partnership joint venture, proprietorship or unincorporated
association being referred to herein as a “Partnership
Tenant”, and any partner, joint
venturer or other member thereof being referred herein to as a “Partner”), the following provisions of this Section shall
apply to such Partnership Tenant:  (a) the
liability of each of the Partners shall be joint and several, individually and
as a Partner; and (b) each of the Partners, whether or not such person shall be
one of the persons comprising Tenant at the time in question, hereby consents
in advance to, and agrees to be bound by, any written instrument which may
hereafter be executed by Partnership Tenant or by any of the Partners,
changing, modifying or discharging this Lease, in whole or in part, or
surrendering all or any part of the Demised Premises to Landlord, and by any
notices, demands, requests or other communications which may hereafter be
given, by Partnership Tenant or by any of the Partners; (c) any bills,
statements, notices, demands, requests or other communications given or
rendered to Partnership Tenant or to any of the Partners shall be deemed given
or rendered to Partnership Tenant and to all such Partners and shall be binding
upon Partnership Tenant and all Partners; (d) if Partnership Tenant shall admit
new Partners all of such new Partners shall, by their admission to Partnership
Tenant, be deemed to have assumed performance of all of the terms, covenants
and conditions of this Lease on Tenant’s part to be observed and performed, and
shall be liable for such performance, together with all other Partners, jointly
or severally, individually and as a Partner; and (e) Partnership Tenant shall
give prompt notice to Landlord of the admission of any such new Partners, and
upon demand of Landlord, shall cause each such new Partner to execute and
deliver to Landlord an agreement in form reasonably satisfactory to Landlord,
wherein each such new Partner or joint venturer shall so assume performance of
all of the terms, covenants and conditions of this Lease on Tenant’s part to be
observed and performed (but neither Landlord’s failure to request any such
agreement nor the failure of any such new Partner to execute or deliver any
such agreement to Landlord shall vitiate the provisions of subsection (d) of
this Section).


 


43.                               INTENTIONALLY
DELETED PRIOR TO EXECUTION


 


44.                               CORPORATE
AUTHORITY


 


44.1                          Each of the
undersigned on behalf of Tenant represents that the person executing and
delivering this Lease on behalf of Tenant has been duly authorized to enter
into this Lease and that the execution and delivery of this Lease does not and
shall not violate any provision of any by-law, agreement, order, judgment,
governmental regulation or any other obligation to which Tenant is subject as
of the Date of Lease.


 


44.2                          Each of the
undersigned on behalf of Landlord represents that the person executing and
delivering this Lease on behalf of Landlord has been duly authorized to enter
into this Lease and that the execution and delivery of this Lease does not and
shall not violate any agreement, order, judgment, mortgage, ground lease,
governmental regulation or any other obligation to which Landlord is subject as
of the Date of Lease.


 


44.3                          Throughout the
term of this Lease, Tenant shall maintain its good standing in its
organizational jurisdiction and in the State of New Jersey.


 


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45.                               MANAGING
AGENT


 


45.1                          Landlord
reserves the right at any time to delete all references in this Lease to “Managing
Agent” or to change the person or entity acting as Managing Agent by giving
notice of the exercise of such right to Tenant and to Managing Agent.  Such notice shall become effective five (5) business
days after sending as provided in Article 47 hereof, or such later time as may
be stated in such notice.


 


45.2                          Managing Agent
reserves the right at any time to delete all references in this Lease to “Managing
Agent” by giving notice of the exercise of such right to Tenant and to
Landlord.  Such notice shall become
effective five (5) business days after sending as provided in Article 47
hereof, or such later time as may be stated in such notice.


 


45.3                          Nothing
contained in this Article nor any notices pursuant to this Article shall in any
way modify or amend any other written agreement to which Landlord and Managing
Agent are parties.


 


46.                               BROKER


 


46.1                          Tenant
represents that no real estate broker other than the Brokers listed under Section
1.1(r) hereof, is responsible for bringing about, or negotiating, this Lease,
and Tenant has not dealt with any other broker, agent, salesperson, leasing
consultant, or similar person in connection with the Demised Premises.


 


46.2                          In accordance
with the foregoing representation, Tenant agrees to defend, indemnify and hold
harmless Landlord from any legal action, expense or liability (including
reasonable attorneys’ fees) arising out of any claim for commission by any
person other than the Brokers claiming or alleging to have acted on behalf of
or to have dealt with Tenant.


 


46.3                          Landlord
represents that no real estate broker other than the Brokers is responsible for
bringing about, or negotiating, this Lease, and Landlord has not dealt with any
other broker in connection with this Lease. 
Landlord shall pay the Brokers a commission if, as and when same is
earned and due in connection with this Lease pursuant to the terms of a
separate written agreement between Landlord and each of the Brokers.  If (a) Landlord defaults under its separate
written agreement with either or both Brokers regarding this Lease and the
aggrieved Broker(s) make(s) a claim for commission against Tenant or (b) Landlord
has in fact dealt with a broker other than the Brokers in connection with this
Lease, and a claim for commission is made against Tenant by such other broker
with whom Landlord has dealt, then, in either case, Landlord shall defend,
indemnify and hold harmless Tenant from any legal action, expense or liability (including reasonable attorneys’ fees)
arising out of any such claim.


 


47.                               NOTICES


 


47.1                          All notices,
demands and requests which may or are required to be given by either party
hereunder to the other, shall
be in writing.


 


47.2                          All notices by
Landlord to Tenant shall be deemed properly given only if sent by Landlord or
its Managing Agent and mailed by registered or certified mail, return receipt
requested, with postage prepaid, or by reliable, independent courier, with
guaranteed next-business-day delivery, a receipt provided and


 


53

















 


with
delivery charges prepaid, addressed to Tenant at the address set forth in Article
1 hereof prior to the Commencement Date, and at the Demised Premises subsequent
to the Commencement Date, or to such other persons and/or addresses as Tenant
may from time to time designate by written notice to Landlord with a copy to:


 


Jan
Alan Lewis, Esq.


Cole,
Schotz, Meisel, Forman & Leonard, P.A.


Court
Plaza North


25
Main Street


Post
Office Box 800


Hackensack,
New Jersey 07602-0800


 


47.3                          All notices by
Tenant to Landlord shall be deemed properly given only if sent by registered or
certified mail, return receipt requested, with postage prepaid, or by reliable,
independent courier, with guaranteed next-business-day delivery, a receipt
provided and with delivery charges prepaid, addressed to Landlord at the
address set forth in Article 1 hereof, with a copy to:


 


Marc
Leonard Ripp, Esq.


General
Counsel 


The
Gale Company, L.L.C. 


Park
Avenue at Morris County 


100
Campus Drive, Suite 200 


Florham
Park, New Jersey 07932


 


and,
at the prior written request of Landlord or Managing Agent to such other
persons and/or addresses as Landlord or its Managing Agent may from time to
time designate by written notice to Tenant.


 


47.4                          All notices
referred to hereunder shall be deemed given and received upon receipt or
rejection of receipt of said notice, if mailed by registered or certified mail
as aforesaid, in any post office regularly maintained by the United States
Government, or upon actual receipt if sent by independent courier.


 


47.5                          Notwithstanding
the other provisions of this Article, any written notice under this Lease may
be personally served upon an officer or partner of Landlord or Tenant, in which
case such notice shall be deemed given when delivered and receipted.


 


48.                               INTERPRETATION


 


48.1                          If any of the
terms or provisions of this Lease, or the application thereof to any party or
circumstance, shall to any extent be invalid or unenforceable, the remainder of
this Lease, or the application of such term or provision to parties or
circumstances other than to those as to whom or to which it is held invalid or
unenforceable, shall not be affected thereby. 
If any time period stated herein shall be in contravention of any Law,
such time period shall be modified to be that time period permitted by such Law
which is nearest to the time period stated herein.  Each term and provision of this Lease shall
be interpreted so that it is valid and enforceable to the fullest extent
permitted by Law, in order to reflect the agreement of the parties as expressed
herein.


 


48.2                          The term “this
Lease” shall include all the Exhibits and written amendments hereto or
thereto.  The terms “herein”, “hereunder”,
“hereof”, “herewith”, and “hereto” shall refer to this Lease.


 


48.3                          Time is of the
essence with respect to the observance and performance of every monetary
provision hereof to


 


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be
observed and performed by Tenant.


 


48.4                          As a material
inducement to Landlord to enter into this Lease, Tenant agrees that this Lease
shall be governed by and construed in accordance with the Laws of and enforced
only in the courts of New Jersey.  Tenant
irrevocably appoints the Secretary of State of New Jersey as Tenant’s agent for
service of process related to this Lease, should Tenant no longer be in
occupancy of the Demised Premises; and neither Tenant’s failure to qualify to
do business in the State of New Jersey nor Tenant’s failure to maintain such
qualification shall affect the foregoing appointment.  The foregoing appointment shall be a special
power coupled with an interest and shall be irrevocable.  Tenant hereby irrevocably submits itself to
the jurisdiction of the courts of the State of New Jersey and to the
jurisdiction of the United States District Court for the District of New Jersey
for the purposes of any suit, action or other proceeding brought by Landlord
arising out of or based upon this Lease. 
Tenant hereby waives and agrees not to assert as a defense or otherwise
in any such suit, action or proceeding any claim: (a) that Tenant is not
subject personally to the jurisdiction of the above-named courts; (b) that its
property is exempt or immune from attachment or execution; (c) that the suit,
action or proceeding is brought in an inconvenient forum; (d) that the venue of
the suit, action or proceeding is improper; or (e) subject to the subject matter
jurisdiction of such court, that this Lease may not be enforced in or by such
court.


 


48.5                          Tenant
acknowledges that this Lease represents a written memorial of the terms
negotiated by Landlord and Tenant, and Landlord and Tenant agree that this
Lease shall be given a fair and reasonable construction in accordance with the
parties’ intent as expressed herein, without regard to any presumption or other
rule requiring construction against the party electing to cause this Lease to
be drafted or prepared.  Text deleted
from a prior draft of this Lease shall not be admissible in an action or
proceeding relating to the Lease for the purpose of altering or limiting the
meaning or effect of the Lease.


 


48.6                          The Article titles
or content organization of this Lease exist only as a matter of reference or
convenience and in no way define, limit, extend or describe the scope of this
Lease or the intent of any of the provisions hereof.


 


48.7                          Tenant
acknowledges and agrees that it has had the assistance of counsel in the
review, negotiation and execution of this Lease or has waived its opportunity
to employ counsel for such purpose.


 


48.8                          Intentionally
Deleted Prior To Execution


 


48.9                          Intentionally
Deleted Prior To Execution


 


48.10                    Intentionally
Deleted Prior To Execution


 


48.11                    In any and all
cases where Landlord’s consent or approval is required under this Lease, Tenant
shall promptly upon Landlord’s demand reimburse Landlord, as additional rent,
for all actual, out-of-pocket and reasonable costs and expenses, including, but
not limited to, reasonable architectural, engineering and legal fees, which
Landlord incurs in determining whether to grant its consent or approval.  Landlord shall provide Tenant with an
appropriate invoice together with supporting documentation in connection with
the costs and expenses referenced in this Section.


 


48.12                    Tenant shall
pay all reasonable legal fees incurred by Landlord in its successful
enforcement of this Lease against Tenant. 
Landlord shall pay all reasonable legal fees


 


55

















 


incurred
by Tenant in its successful enforcement of this Lease against Landlord.


 


49.                               NO
OFFER, AGREEMENT OR REPRESENTATIONS


 


49.1                          No broker or
agent nor any salesperson or employee of either has authority to make or agree
to make a lease on behalf of Landlord named herein or any other agreement or
undertaking in connection herewith, including, but not limited to, the
modification, amendment of or cancellation of a lease.


 


49.2                          The mailing or
delivery of this document or any draft of this document by Landlord or its
agent to Tenant, its Agent or attorney shall not be deemed an offer by Landlord
to lease the Demised Premises on the terms set forth in such draft, and such
document or draft may be withdrawn or modified by Landlord or its agent at any
time and for any reason.  The purpose of
this Section is to place Tenant on notice that this document shall not be
effective, nor shall Tenant have any rights with respect hereto, unless and
until Landlord shall execute and deliver this document to Tenant.


 


49.3                          All prior
undertakings and agreements between Landlord and Tenant are merged in this
Lease and it completely expresses their agreement with respect to the subject
matter hereof.  This Lease has been
entered into after full investigation, neither party relying upon any statement
or assumption not set forth herein.  No
representations or promises shall be binding on the parties hereto except those
representations and promises contained in a fully executed copy of this document
or in some future writing signed by Landlord and Tenant.


 


50.                               APPLICABILITY
TO HEIRS AND ASSIGNS


 


50.1                          The provisions
of this Lease shall apply to, bind and inure to the benefit of Landlord and
Tenant, and their respective heirs, legal representatives, trustees, successors
and assigns, subject to the constraints on alienation and limits on liability
contained herein.


 


51.                               RENEWAL
OPTIONS


 


51.1                          Subject to the
provisions of Section 51.2 hereof, Tenant shall have the option to renew this
Lease for the number of Renewal Terms set forth in Section 1.1(t) hereof (the “Renewal Options”). 
The first (1st) Renewal Term,
if duly exercised, shall commence upon the expiration of the Initial Term.  The second (2nd) Renewal Term, if duly exercised, shall commence upon
the expiration of the first (1st) Renewal Term. 
Subject to the determination of Minimum Rent as set forth below, the
terms, covenants and conditions during the Initial Term shall be projected and
carried over into each subsequent renewal term (a “Renewal
Term”), except as specifically set forth hereinafter to the
contrary.


 


51.2                          Tenant’s
Renewal Options, as provided in Sections 1.1(t) and 51.1 hereof, shall be
strictly conditioned upon and subject to the following, each of which shall be
considered material hereto:


 


(a)                                   Tenant shall notify Landlord
in writing (“Tenant’s Renewal Notice”) of
Tenant’s exercise of its option to renew this Lease at least nine (9) months,
but not more than twelve (12) months, prior to the expiration of the then
current Term;


 


(b)                                  At the time Landlord
receives Tenant’s


 


56

















 


Renewal
Notice as provided in Section 51.2 (a) hereof, and at the expiration of the
Initial Term or the first (1st) Renewal Term, as the case may be, there shall not exist an Event of
Default under the terms or provisions of this Lease, and Tenant named in Section
1.1 hereof or any permitted affiliate or permitted assignee allowed under Article
16 hereof shall be in occupancy of fifty percent (50%) or more of the Demised
Premises, as same are constituted on the Commencement Date.  The conditions contained in this Section 51.2(b)
hereof may be waived by Landlord at its sole discretion and may not be used by
Tenant as a means to negate the effectiveness of Tenant’s exercise of this
option to renew;


 


(c)                                   Tenant shall have no further
renewal option other than the options to extend for the Renewal Terms as set
forth in Section 1.1(t) hereof;


 


(d)                                  The Renewal Options shall be
deemed personal to Tenant named on the first page of this Lease and to any
assignee expressly permitted under Section 16.18(a) - (d) hereof and may not be
otherwise assigned or assumed without the prior written consent of Landlord,
which consent Landlord may withhold, for any reason whatsoever or for no reason
at all, as determined by Landlord in its sole and absolute discretion.


 


(e)                                   Landlord shall have no
obligation to do any work or perform any special services for any Renewal Term
with respect to the Demised Premises or the remainder of the Real Estate, which
Tenant agrees to accept in their then “as is” condition; and


 


(f)                                     At the request o£ either
party, Landlord and Tenant shall promptly execute and return to the other party
a written amendment to this Lease memorializing the commencement date, Minimum
Rent payable and Expiration Date of the respective Renewal Term.


 


51.3                          (a) Landlord
shall notify Tenant (“Landlord’s Determination
Notice”) of Landlord’s determination of the Market Rent (as
hereinafter defined) within thirty (30) days after Landlord’s receipt of Tenant’s
Renewal Notice.  If Tenant disagrees with
Landlord’s determination of Market Rent, Tenant shall notify Landlord (“Tenant’s Notice of Disagreement”) within fifteen (15) days
of receipt of Landlord’s Determination Notice. 
Time shall be of the essence with respect to Tenant’s Notice of
Disagreement, and the failure of Tenant to give such notice specifically as
provided below within the time period set forth above shall conclusively be
deemed an acceptance by Tenant of the Market Rent as determined by Landlord and
a waiver by Tenant of any right to dispute such Market Rent.


 


(b)                                  Tenant’s Notice of
Disagreement, shall contain either (1) a cancellation of Tenant’s exercise of
its Renewal Option (which cancellation shall operate as a cancellation of all
subsequent Renewal Options), or (2) a request to submit the determination of
Market Rent to arbitration as provided below.


 


(c)                                   Landlord and Tenant shall,
within thirty (30) days of the date on which Tenant’s Notice of Disagreement
under Subsection 51.3(b) (2) hereof is given, each appoint an Appraiser (as
hereinafter defined) for the purpose of determining the Market Rent.  An “Appraiser”
shall mean a duly qualified impartial real estate appraiser who is a member of
the American Institute of Real Estate Appraisers, or a duly licensed real
estate broker in the State of New Jersey, both having at least ten (10) years’
professional experience with commercial office buildings in the area in which
the Demised Premises are located.  In the
event that the two (2) Appraisers so appointed fail to


 


57

















 


agree
as to the Market Rent within a period of thirty (30) days after the appointment
of the second Appraiser, such two (2) Appraisers shall forthwith appoint a
third Appraiser who alone shall make a determination of Market Rent within
thirty (30) days thereafter.  If such two
Appraisers fail to agree upon such third Appraiser within ten (10) days
following the last thirty (30) day period, such third Appraiser shall be
appointed by the Presiding Judge of the Superior Court of the State of New
Jersey for the County in which the Real Estate is located.  Such two (2) Appraisers or third Appraiser,
as the case may be, shall proceed with all reasonable dispatch to determine the
Market Rent.  The decision of such two (2)
Appraisers or third Appraiser shall be final and shall be unappealable, absent
any showing of fraud by such Appraiser(s); such decision shall be in writing
and a copy shall be delivered simultaneously to Landlord and to Tenant.


 


(d)                                  If such two (2) Appraisers
or third Appraiser, as the case may be, shall fail to deliver a decision as set
forth above prior to the commencement of the Renewal Term, Tenant shall pay to
Landlord thereafter on the first (1st) day of each month until the decision of the
Appraiser(s) is rendered, “Estimated Minimum Rent”, which shall be the average
of (i) Minimum Rent payable under this Lease as of the last day of the term
preceding the Renewal Term and (ii) the rent set forth in Landlord’s
Determination Notice, plus any amounts payable by Tenant pursuant to Article 6,
until such decision is so delivered.  If
the Minimum Rent for the Renewal Term is more than the Estimated Minimum Rent
actually paid by Tenant to Landlord during such interim period, then, Tenant,
within ten (10) business days of demand by Landlord, shall pay to Landlord the
difference between the Minimum Rent from the commencement of the Renewal Term
and the Estimated Minimum Rent actually paid by Tenant to Landlord.  If the Minimum Rent for the Renewal Term is
less than the Estimated Minimum Rent actually paid by Tenant to Landlord during
such interim period, then, Landlord shall apply such excess against amounts due
Landlord from Tenant hereunder as such amounts become due.


 


(e)                                   Landlord and Tenant shall be
responsible for and shall pay the fee of the Appraiser appointed by each of
them respectively, and Landlord and Tenant shall share equally the fee of the
third Appraiser, if any.


 


(f)                                     Promptly upon determination
of the Market Rent for the respective Renewal Term, Tenant shall execute and
deliver to Landlord or Managing Agent an amendment to this Lease prepared by
Landlord setting forth the terms of the respective Renewal Term.


 


51.4                          (a)                                   The Minimum
Rent during the first (1st) Renewal Term
shall be the greater of (1) Market Rent (as defined in clause (b) below) or (2)
the Adjusted Minimum Rent as of the last day of the Initial Term.  The Minimum Rent during the second (2nd) Renewal Term shall be the
greater of (i) Market Rent or (ii) the Adjusted Minimum Rent as of the last day
of the first (lat) Renewal Term.


 


(b)                                  For purposes of this
Article, “Market Rent” shall mean the projected
fair market rent for office space containing the Rentable Size of the Demised
Premises (during the respective Renewal Term), as of the commencement date of
the applicable Renewal Term, based upon the rents generally in effect for
comparable office space in comparable condition, in the area in which the Real
Estate is located, taking into consideration the improvements made to the
Demised Premises paid for by Landlord. 
Market Rent shall be determined on what is commonly known as a “gross”
basis; that is, in computing Market Rent, it shall be assumed that all real
estate taxes and operating expenses for customary services are included in such
Market Rent


 


58

















 


and
are not passed through to the Tenant as separate additional charges.


 


(c)                                   The Minimum Rent for each
Renewal Term shall be increased from time to time thereafter as provided in
this Lease, including Article 6 hereof.


 


51.5                          Tenant waives
any claims or action against Landlord or its successor in title in the event
that the renewal provided for in this Lease is made impossible because of the
taking of the Demised Premises in whole or in part for public use by
condemnation.  Tenant further agrees to
waive any demand or claim for any award or allowance or any part thereof
granted to Landlord as compensation for such condemnation.


 


52.                               INTENTIONALLY
DELETED PRIOR TO EXECUTION


 


53.                               INTENTIONALLY
DELETED PRIOR TO EXECUTION


 


54.                               FORCE
MAJEURE


 


54.1                          Neither party
shall be deemed in default with respect to any of the terms, covenants,
conditions and provisions of this Lease if such party fails to timely perform
same and such failure is due in whole or in part to any strike, lockout, labor
trouble (whether legal or illegal), civil disorder, inability to procure
materials, failure of power, restrictive governmental laws or regulations,
riots, insurrections, war, fuel shortages, accidents, casualties, acts of God,
acts caused directly or indirectly by the other party (or the other party’s
agents, employees or invitees), mechanical breakdown, or any other cause beyond
the reasonable control of such party; provided, however, that nothing contained
herein is intended nor shall be construed to: 
(a) extend the date for payment of any installment of Minimum Rent,
Adjusted Minimum Rent or additional rent due under this Lease; (b) the date
upon which Tenant is required to surrender and vacate the Demised Premises
under this Lease; or (c) the ninety (90) day period referenced in Section 34.2
hereof.


 


55.                               SATELLITE
ANTENNA


 


55.1                          So long as
there is no Event of Default under this Lease, Tenant may, at its sole cost and
expense, erect on the roof of the Building one (1) satellite antenna
transmission/ reception device, provided Landlord has first approved in
writing, which approval shall not be unreasonably withheld, delayed or
conditioned:  (1) Tenant’s plans and specifications
therefor; and (2) the contractor erecting same and further  provided
that Tenant, at its expense, obtains, keeps current and immediately delivers to
Landlord an original counterpart of all necessary municipal approvals.  In addition, Tenant’s right to erect on the
roof of the Building, a satellite antenna transmission/reception device shall
be expressly conditioned upon and subject to Landlord and Tenant first entering
into a mutually acceptable license agreement which shall, among other things, require
Tenant to pay Landlord a reasonable monthly license fee.  Tenant agrees to promptly comply with and
strictly abide by, at its sole expense, any rules and regulations that Landlord
may reasonably promulgate in connection with the installation, relocation,
operation, repair, maintenance, replacement, concealment by screening and the
removal of the satellite antenna transmission/reception device.  Tenant agrees to perform the installation and
all repairs, maintenance, replacements, relocations, concealment by screening
and the removal of the satellite antenna transmission/reception device in a
first-class manner pursuant to Landlord’s reasonable rules and regulations and
in a manner that is compatible with the appearance, reputation, dignity and
character of the corporate center of which the Building forms a part.  Tenant covenants that the


 


59














 


satellite
antenna transmission/reception device shall not interfere with the rights,
health or welfare of any person.  Tenant
agrees that Landlord may install and operate, and may permit the installation
and operation by others of, additional satellite antenna transmission/reception
devices on the roof of the Building. 
Landlord shall in no event be responsible if, for any reason whatsoever,
Tenant’s satellite antenna transmission/reception device does not perform to
the expectations of Tenant.  If there is
an Event of Default under this Lease, Landlord may, at Tenant’s expense, remove
said satellite antenna transmission/reception device and repair any damage or
injury that said satellite antenna transmission/reception device or the removal
thereof may have caused.


 


55.2                          Tenant shall,
prior to the expiration or earlier termination of this Lease and at Tenant’s
expense, remove the satellite antenna transmission/reception device and repair
any damage or injury caused by the removal of said satellite antenna transmission/reception
device.  Failure to comply with the
immediately preceding sentence by Tenant within five (5) days after the
Expiration Date or earlier termination of this Lease shall constitute a holding
over of the Demised Premises by Tenant until such time as the satellite antenna
transmission/reception device is removed and any damage or injury caused by
such removal is repaired.  Upon the
expiration of earlier termination of this Lease, Landlord, at its sole option,
may, at Tenant’s expense, remove the satellite antenna transmission/reception
device, keep the satellite antenna transmission/reception device without
compensation to Tenant or discard it without liability to Landlord and repair
any damage or injury that said satellite antenna transmission/reception device
or the removal thereof may have caused. 
Tenant hereby releases Landlord from, and, upon Landlord’s demand, shall
defend, indemnify and hold Landlord harmless against any liabilities and
expenses that may arise with regard to said satellite antenna
transmission/reception device. 
Furthermore, in connection with said satellite antenna
transmission/reception device, Tenant shall procure and maintain comprehensive
general liability insurance in compliance with each of the requirements set forth
in Article 30 hereof.


 


56.                               RIGHT
OF FIRST OFFER


 


56.1                          Landlord agrees
that if any unit of space on the third (3rd) floor of the Building, having a standard, regular
and marketable configuration, that is contiguous to the Demised Premises, as
same are constituted on the Date of Lease, shall become vacant and available,
then, in any such case, before offering said unit of space (the “Option Space”) to any other party (except the occupant
thereof or any party having a superior or prior right of refusal, negotiation,
first offer or expansion), Landlord will first offer to Tenant the right to
include the Option Space within the Demised Premises on the Inclusion Date (as
hereinafter defined) upon all of the terms and conditions of this Lease, as if
the Option Space had been part of the Demised Premises on the Commencement
Date, except as specifically set forth hereinafter.  The “Inclusion Date”
shall be the date on which Tenant exercises its option pursuant to the terms of
this Article.


 


(a)                                   The Minimum Rent payable
with respect to the Option Space shall commence on the Inclusion Date and shall
be (i) the Market Rent (as defined in clause (b) below) which shall in no event
be less than (ii) the product of (1) the Adjusted Minimum Rent per square foot
with respect to the Demised Premises on the date Landlord’s offer is made and (2)
the rentable square foot area of the Option Space.


 


(b)                                  “Market Rent” shall mean the
projected fair market rent


 


60

















 


for
the Option Space as of the Inclusion Date based upon the rents generally in
effect for comparable office space in comparable condition, in the area in
which the Building is located.  Market
Rent (for the purposes of determining the Minimum Rent for the Option Space only)
shall be determined on what is commonly known as “gross” basis; that is, in
computing Market Rent it shall be assumed that all real estate taxes and
operating expenses for customary services are included in such Market Rent and
are not passed through to Tenant as separate additional charges.


 


(c)                                   Landlord shall notify Tenant
(“Landlord’s Determination Notice”) of
Landlord’s determination of the Market Rent after Tenant exercises its option
to include the Option Space within the Demised Premises on the Inclusion
Date.  If Tenant disagrees with Landlord’s
determination, Tenant shall notify Landlord (“Tenant’s
Notice of Disagreement”) within fifteen (15) days after receipt of
Landlord’s Determination Notice.  Time
shall be of the essence with respect to Tenant’s Notice of Disagreement, and
the failure of Tenant to give such notice within the time period set forth
above shall conclusively be deemed an acceptance by Tenant of the Market Rent
as determined by Landlord and a waiver by Tenant of any right to dispute such
Market Rent.  If Tenant timely gives its
Tenant’s Notice of Disagreement, then, the Market Rent shall be determined as
follows:  Landlord and Tenant shall,
within thirty (30) days after the date on which Tenant’s Notice of Disagreement
was given, each appoint an Appraiser (as hereinafter defined) for the purpose
of determining the Market Rent.  An “Appraiser” shall mean a duly qualified impartial real estate appraiser who
is a member of the American Institute of Real Estate Appraisers, or a duly licensed
real estate broker in the State of New Jersey, both having at least ten (10) years’
professional experience with commercial office buildings in the area in which
the Building is located.  In the event
that the two (2) Appraisers so appointed fail to agree as to the Market Rent
within a period of thirty (30) days after the appointment of the second (2nd) Appraiser, such two (2) Appraisers
shall forthwith appoint a third (3rd) Appraiser who alone shall make a determination
within thirty (30) days thereafter.  If
such two (2) Appraisers fail to agree upon such third (3rd) Appraiser within ten (10) days
following the last thirty (30) day period, such third (3rd) Appraiser shall be
appointed by a Presiding Judge of the Superior Court of the State of New Jersey
for the County in which the Building is located.  Such two (2) Appraisers or the third (3rd) Appraiser, as the case may
be, shall proceed with all reasonable dispatch to determine the Market
Rent.  The decision of such Appraiser(s) shall
be final; such decision shall be in writing and a copy shall be delivered
simultaneously to Landlord and to Tenant. 
Tenant shall pay Landlord, Adjusted Minimum Rent on the Option Space at
the rate set forth in Section 56.1(a) (ii) hereof until such decision is so delivered.  If the Market Rent as determined above is in
excess of actual rent paid, then, Tenant, within ten (10) business days of
demand, shall pay to Landlord the difference between the actual rent paid and
the Market Rent from the Inclusion Date. 
Landlord and Tenant shall each be responsible for and shall pay the fee
of the Appraiser appointed by them respectively, and Landlord and Tenant shall
share equally the fee of the third (3rd) Appraiser. 
Promptly upon determination of the Market Rent, Tenant shall execute and
deliver an amendment to this Lease in a form reasonably satisfactory to
Landlord reflecting the inclusion of the Option Space within the Demised
Premises on the Inclusion Date.


 


56.2                          Landlord shall
make the foregoing offer in writing and Tenant shall have the right to exercise
such option with respect to the Option Space if there is no Event of Default
under this Lease and the Tenant named on the first and last page of the Lease
(or any permitted sublessee or assignee allowed under


 


61

















 


Section
16.18 hereof) is in occupancy of fifty percent (50%) or more of the entire
Demised Premises, as same are constituted on the Commencement Date.  Tenant may only exercise such option by
written notice received by Landlord within five (5) days after Landlord makes
such offer to Tenant.  In no event shall
Landlord be required to offer Tenant the Option Space during the last year of
the term.  Tenant shall accept the Option
Space in its “as is” physical condition as of the Inclusion Date and agrees
that Landlord will not be required to do any work or perform any services
therein to prepare the Option Space for Tenant’s initial occupancy
thereof.  If Tenant does not accept the
offer made by Landlord pursuant to the provisions of this Article 56 with
respect to the Option Space, Landlord shall be under no further obligation to
Tenant with respect to the Option Space or any part thereof or any other space
in the Building that becomes vacant and available and Tenant shall have forever
waived and relinquished its right to the Option Space and any part thereof and
any other space in the Building that becomes vacant and available and Landlord
shall at any and all times thereafter be entitled to lease such space in whole or
in part, or in whole or in parts in conjunction with any other space, to others
at such rental and upon such terms and conditions as Landlord, in its sole
discretion may desire whether such rental terms, provisions and conditions are
the same as those offered to Tenant or more or less favorable.  Tenant agrees not to acquire the Option Space
pursuant to this Article 56 for the primary purpose of subletting or otherwise
disposing of the same or any part thereof to others.


 


56.3                          If the Option
Space shall not be available for Tenant’s occupancy on the Inclusion Date for
any reason including the holding over of the prior tenant, then, Landlord and
Tenant agree that the failure to have such Option space available for occupancy
by Tenant shall in no way affect the validity of this Lease or the inclusion of
the Option Space within the Demised Premises as of the Inclusion Date or the
obligations of Landlord and Tenant hereunder, nor shall the same be construed
in any way to extend the term of this Lease.


 


57.                               USA
PATRIOT ACT


 


57.1                          Tenant
represents, warrants and covenants that neither Tenant nor any of its partners,
officers, directors, members or shareholders: 
(i) is listed on the Specially Designated Nationals and Blocked Persons
List maintained by the Office of Foreign Asset Control, Department of the
Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg. 49079
(Sept. 25, 2001)(“Order”)and all applicable provisions of Title III of the USA
PATRIOT ACT (Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the
Denied Persons List and Entity List maintained by the United States Department
of Commerce; (iii)is listed on the List of Terrorists and List of Disbarred
Parties maintained by the United States Department of State; (iv) is listed on
any list or qualification of “Designated Nationals” as defined in the Cuban
Assets Control Regulations 31 C.F.R. Part 515; (v) is listed on any other
publicly available list of terrorists, terrorist organizations or narcotics
traffickers maintained by the United States Department of State, the United
States Department of Commerce or any other governmental authority or pursuant
to the Order, the rules and regulations of OFAC (including, without limitation,
the Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International
Emergency Economic Powers Act, 50 U.S.C. §§ 1701-06; the unrepealed provision
of the Iraqi Sanctions Act, Publ. L.No. 101-513; the United Nations
Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§
60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d
and 233; and The Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-201,
all as may be amended from time to time); or any other applicable requirements
contained in any enabling legislation or other


 


62

















 


Executive
Orders in respect of the Order (the Order and such other rules, regulations,
legislation or orders are collectively called the “Orders”);
(vi) is engaged in activities prohibited in the Orders; or (vii) has been
convicted, pleaded nolo contendere, indicted, arraigned or custodially detained
on charges involving money laundering or predicate crimes to money laundering,
drug trafficking, terrorist-related activities or other money laundering
predicate crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311,
et seq.).


 


58.                               SUPPLEMENTAL
HVAC


 


58.1                          So long as
there is no Event of Default under this Lease, Tenant may, at its sole cost and
expense, install one (1) supplemental heat, ventilation and air-conditioning
system, provided Landlord has first approved in writing, which approval
shall not be unreasonably withheld, delayed or conditioned:  (1) Tenant’s plans and specifications
therefor; and (2) the contractor installing same and further provided
that Tenant, at its expense, obtains, keeps current and immediately delivers to
Landlord an original counterpart of all necessary municipal approvals.  The location of the supplemental heat,
ventilation and air-conditioning system shall be solely determined in the
absolute and unfettered discretion of Landlord and Tenant shall strictly abide
by Landlord’s determination.  In
addition, Tenant’s right to install a supplemental heat, ventilation and
air-conditioning system shall be expressly conditioned upon and subject to
Landlord and Tenant first entering into a mutually acceptable license agreement
which shall, among other things, require Tenant to pay Landlord a reasonable
monthly license fee.  Tenant agrees to
promptly comply with and strictly abide by, at its sole expense, any rules and
regulations that Landlord may reasonably promulgate in connection with the
installation, relocation, operation, repair, maintenance, replacement,
concealment by screening and the removal of the supplemental heat, ventilation
and air-conditioning system.  Tenant
agrees to perform the installation and all repairs, maintenance, replacements,
relocations, concealment by screening and the removal of the supplemental heat,
ventilation and air-conditioning system in a first-class manner pursuant to
Landlord’s reasonable rules and regulations and in a manner that is compatible
with the appearance, reputation, dignity and character of the corporate center
of which the Building forms a part. 
Tenant covenants that the supplemental heat, ventilation and
air-conditioning system shall neither interfere with the rights, health or
welfare of any person nor cause any vibration, noise or odor that Landlord
deems objectionable.  Tenant agrees that
Landlord may install and operate, and may permit the installation and operation
by others of, additional supplemental heat, ventilation and air-conditioning
systems on the Real Estate.  Landlord
shall in no event be responsible if, for any reason whatsoever, Tenant’s
supplemental heat, ventilation and air-conditioning system does not perform to
the expectations of Tenant.  If there is
an Event of Default under this Lease, Landlord may, at Tenant’s expense, remove
said supplemental heat, ventilation and air-conditioning system and repair any
damage or injury that said supplemental heat, ventilation and air-conditioning
system or the removal thereof may have caused.


 


58.2                          Tenant shall,
prior to the expiration or earlier termination of this Lease and at Tenant’s
expense, remove the supplemental heat, ventilation and air-conditioning system
and repair any damage or injury caused by the removal of said supplemental
heat, ventilation and air-conditioning system. 
Failure to comply with the immediately preceding sentence by Tenant
within five (5) days after the Expiration Date or earlier termination of this
Lease shall constitute a holding over of the Demised Premises by Tenant until
such time as the supplemental heat, ventilation and air-conditioning system is
removed and any


 


63

















 


damage
or injury caused by such removal is repaired. 
Upon the expiration of earlier termination of this Lease, Landlord, at
its sole option, may, at Tenant’s expense, remove the supplemental heat,
ventilation and air-conditioning system, keep the supplemental heat,
ventilation and air-conditioning system without compensation to Tenant or
discard it without liability to Landlord and repair any damage or injury that
said supplemental heat, ventilation and air-conditioning system or the removal
thereof may have caused.  Tenant hereby
releases Landlord from, and, upon Landlord’s demand, shall defend, indemnify
and hold Landlord harmless against any liabilities and expenses that may arise
with regard to said supplemental heat, ventilation and air-conditioning
system.  Furthermore, in connection with
said supplemental heat, ventilation and air-conditioning system, Tenant shall
procure and maintain comprehensive general liability insurance in compliance
with each of the requirements set forth in Article 30 hereof.


 


59.                               EXTERIOR
SIGNAGE


 


59.1                          If Tenant
leases in writing from Landlord no fewer than 15,000 rentable square feet of
office space in the Building, then, in that case, Landlord, at Tenant’s sole
cost and expense and only after Landlord receives from Tenant plans and
specifications reasonably acceptable to Landlord, shall include the name and
corporate logotype of Tenant on a portion of the remaining unused facia of the
outside Building identification monument (the “Monument”)
that stands on the Real Estate as of the Date of Lease.  Notwithstanding anything contained to the
contrary in the immediately preceding sentence, Landlord shall have no
obligation to identify Tenant on the Monument if the Monument is removed from
the Real Estate or if inadequate space is available on the Monument for Tenant’s
name and/or corporate logotype.  Landlord
shall determine in its absolute discretion, the color, size and style of any
signage on the Monument.  Tenant shall,
at its sole cost and expense, fully and promptly cooperate with Landlord in
connection with Landlord’s efforts to obtain any necessary municipal approvals.


 


59.2                          If:  (i) an Event of Default occurs under this
Lease; (ii) Tenant assigns this Lease, except to an assignee expressly
permitted under Section 16.18(a) - (d) hereof; (iii) Tenant sublets all or any
part of the Demised Premises so that Tenant at any time occupies fewer than
15,000 rentable square feet of office space in the Building; and/or (iv) for
any reason whatsoever, Tenant occupies fewer than 15,000 rentable square feet
of office space in the Building, then, (A) Tenant shall have no rights and
Landlord shall have no obligations under this Article 59 and (B) if Landlord
has already included the name and corporate logotype of Tenant on the Monument,
Landlord may, at Tenant’s expense, remove the name and/or corporate logotype of
Tenant from the Monument and may restore, at Tenant’s sole expense, any damage
or injury that said removal may have caused. 
Upon the expiration or earlier termination of this Lease, Landlord may,
at Tenant’s expense, remove Tenant’s name and/or corporate logotype from the
Monument and may restore, at Tenant’s sole expense, any damage or injury that
said removal may have caused.  Tenant’s
obligation to pay Landlord in accordance with this Section 59.2 shall survive
the expiration or earlier termination of this Lease.  If, by the date falling thirty (30) days
after the expiration or earlier termination of the Lease, (I) Tenant’s name and
corporate logotype are not removed from the Monument and (II) all damage or
injury that said removal may have caused is not fully restored, then, Tenant
shall be deemed a holdover tenant and liable under Article 21 hereof as if the
holdover first occurred on the expiration or earlier termination of the Lease.


 


64

















 


IN
WITNESS WHEREOF, the parties hereto have entered into this Lease as of the day
first set forth above.


 


	
  WITNESSED
  BY:

  	
  LANDLORD:

  
	
   

  	
  PW/MS
  OP SUB I, LLC

  
	
   

  	
  By:

  	
  The
  Gale Real Estate Advisors

  
	
   

  	
   

  	
  Company,
  L.L.C., its Authorized

  
	
   

  	
   

  	
  Representative

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  Marc Leonard Ripp, Esq.

  	
   

  	
  By:

  	
  /s/
  Mark Yeager

  
	
   

  	
  Marc
  Leonard Ripp, Esq.

  	
   

  	
  Mark Yeager

  
	
   

  	
   

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTESTED BY:

  	
  MANAGING
  AGENT::

  
	
   

  	
  PW/MS
  MANAGEMENT CO., INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Marc Leonard Ripp, Esq.

  	
   

  	
  By:

  	
  /s/
  Mark Yeager

  
	
   

  	
  Marc
  Leonard Ripp, Esq.

  	
   

  	
  Mark Yeager

  
	
   

  	
  Corporate
  Secretary

  	
   

  	
  President

  
	
   

  	
   

  	
   

  	
   

  
	
  APPLY CORPORATE SEAL HERE

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ATTESTED BY:

  	
  TENANT:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  INFORMATION
  STRATEGIES GROUP, INC.

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  George Germano

  	
   

  	
  By:

  	
  /s/
  Brian Leigh

  
	
   

  	
   

  	
   

  	
  Brian Leigh

  
	
  Name:

  	
   

  	
   

  	
   

  	
  Managing Director

  
	
   

  	
  George
  Germano

  	
   

  	
   

  	
   

  
	
   

  	
  Corporate
  Secretary

  	
   

  	
   

  
	
   

  	
  and
  Managing Director

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  APPLY CORPORATE SEAL HERE

  	
   

  	
   

  



 


65

















 


EXHIBIT A


 


RENTAL PLAN


 





 


66

















 


EXHIBIT B


 


LEGAL DESCRIPTION OF LAND


 

















 


LEGAL DESCRIPTION


20 WATERVIEW BOULEVARD


 


Block 421, Lot 29.01


 


Township
of Parsippany/Troy Hills, Morris County, NJ


 


Being
known and designated as Lot 29.01 in block 421 as shown on a map entitled in
part.  “Final Plat — Waterview Corporate
Center — Section II, Sheets 1 and 2 of 2”, Studer and McEldowney drawings No. 1824-F
and 1825-F; which maps are about to be filed at the Morris County Clerk’s
offices.  Being further described as
follows:


 


BEGINNING
at a point in the northerly sideline of Waterview Boulevard, corner also to Lot
29.02 and running form said beginning point,


 


1.                                       along the
northerly sideline of Waterview Boulevard and by a line which curves to the
left having a radius of 955 feet and an arch length of 800.25 feet whose chord
bears south 77 degrees 03 minutes 06 seconds west 777.04 feet to a point in
said sideline, corner to lands remaining to Lot 29 at this time thence, along
said Lot 29.


 


2.                                       north 34
degrees 21 minutes 58 seconds west 936.81 feet to a point in the line of lands
know as Section III of Intervale Heights thence, along said line of lots known
as Intervale Heights Section III.


 

















 


3.                                       north 82
degrees 41 minutes 50 seconds east 1,154.67 feet to a point, corner also to Lot
29.02; thence, along said lot,


 


4.                                       south 10
degrees 43 minutes 34 seconds east 758.90 feet to the place of beginning.


 


All
bearings being in accordance with New Jersey Grid North and the tract or parcel
containing a calculated area of 16.83 acres of land, more or less, as surveyed
by H. Clay McEldowney, P.E., L.S., New Jersey License No. 20891.


 


Subject
to a 10-foot wide easement to Jersey Central Power & Light Co. which runs
along course No. 1 described above.  Said
assement is recorded in Book 2816 of Deeds on Page 317 at the Morris County
Clerk’s office.


 


Subject
also to two drainage easements as shown on the above-described plat about to be
filed.  Said drainage easements are also
more particularly shown on filed map No. 4471 at the Morris County Clerk’s
office entitled final plat Waterview Corporate Center Section I.


 


Subject
to any other easements or restrictions of record.


 


2














 


Being
a portion of Lot 29 as shown on final plat Waterview Corporate Center Section I
which map is on file at the Morris County Clerk’s office as map No. 4471.


 


Also
being a portion of the same lands and premises which were conveyed by Janice H.
Levin and others to Bellamead Development Corporation by deed dated June 8,
1984, a nd recorded at the Morris County Clerk’s office in Book 2731 of Deeds
on Page 997.


 


3

















 


EXHIBIT C


 


CLEANING SERVICE RIDER


 


The
following summarizes basic cleaning services to be provided by Landlord on
business days (excluding weekends and Legal Holidays) and to be included in
Operating Costs.


 


GENERAL CLEANING OF OFFICE AREA


 


Cleaning
Services provided five (5) business days per week.


 


Cleaning
hours Monday through Friday, after 5:30 p.m. and before 8:00 a.m. of the
following business day.


 


On
the last day of the week the work will be done after 5:30 p.m. Friday, but
before 8:00 a.m. Monday.


 


Furniture
will be dusted and desk tops will be wiped clean.  However, desks with loose papers or other
matter on the top will not be cleaned.


 


Window
sills and baseboards to be dusted and washed as reasonably necessary.


 


Office
wastepaper baskets will be emptied, provided garbage, trash and other refuse is
separated as required pursuant to any Law or Rule and Regulation.


 


Cartons
or refuse in excess of that which can be placed in wastepaper baskets will not
be removed.  Tenants are required to
place such unusual refuse in trash cans or a spot designated by Landlord.


 


Cleaner
will not remove nor clean tea or coffee cups or similar containers; also, if
such liquids are spilled in wastebaskets, the wastebaskets will be emptied but
not otherwise cleaned.  Wastepaper
baskets shall be lined with vinyl or plastic bags.


 


Exposed
sheets of vinyl composition tile floors will be swept daily.


 


Exposed
sheets of carpets will be swept daily and vacuumed weekly.


 


Seat
cushions on chairs, sofas, etc., will be vacuumed weekly, unless cluttered with
paper or other matter.


 


LAVATORIES


 


All
lavatory floors to be swept and washed with disinfectant nightly.


 


Tile
walls and dividing partitions to be washed and disinfected weekly.


 


Basins,
bowls, urinals to be washed and disinfected daily.


 


Mirrors,
shelves, plumbing work, bright work, and enamel surfaces cleaned nightly.


 


Waste
receptacles and wash dispensaries to be filled with appropriate tissues, towels
and soap supplied by Landlord.


 


C-1

















 


MAIN
LOBBY, ELEVATORS, CORRIDORS AND BUILDING EXTERIOR


 


Wipe
and wash all floors in main lobby nightly.


 


Wipe
and/or vacuum elevator floor nightly.


 


Polish
floors weekly in elevator.


 


Elevator
cab to be wiped clean daily and thoroughly cleaned and polished weekly.


 


Lobby
walls and glass, to be wiped clean daily and thoroughly cleaned and polished
weekly.


 


Lobby
entrance doors and windows to be washed weekly.


 


Windows
will be cleaned when necessary, but not less than once each year, inside and
outside.


 


MISCELLANEOUS SERVICES


 


Sweep
sidewalk in front of Building entrances daily.


 


Remove
snow and ice from sidewalks and Parking Areas as soon as reasonably possible
(but not between the hours of 6:00 p.m. and 8:00 a.m.) when accumulation
reaches 3” or more, to the extent necessary to make such sidewalks and parking
areas reasonably safe and usable.


 


Keep
stairways clean.        ‘


 


Keep
Custodian’s Rooms and Mechanical Rooms clean and in orderly condition at all
times.


 


WORK EXCLUDED


 


Cleaning
services do not include the washing, polishing, or waxing of furniture, file
cabinets, wastebaskets or other personal property of Tenant.  When such work is necessary, Tenant may make
necessary arrangements for same directly with Landlord’s cleaning employees or
contractors.


 


C-2

















 


EXHIBIT D


 


LEGAL HOLIDAYS


 


(a)           The day(s) officially celebrated by
the State of New Jersey for the following holidays:


 


New
Year’s Day


Martin
Luther King’s Birthday


Washington’s
Birthday


Memorial
Day


Independence
Day


Labor
Day


Thanksgiving


Christmas
Day


 


(b)           Such other holidays observed from
time to time by the governments of the United States of America and/or the
State of New Jersey, as designated by Landlord to Tenant in writing.


 

















 


EXHIBIT E


 


RULES AND REGULATIONS


 


1.             The sidewalks, entrances,
driveways, passageways, courts, elevators, vestibules, stairways, corridors or
halls shall not be obstructed or encumbered by Tenant or used for storage or
for any other purpose other than for ingress to or egress from the Demised
Premises and for delivery of merchandise and equipment to or from the Demised
Premises in a prompt and efficient manner, using elevators and passageways
reasonably designated for such delivery by Landlord.  There shall not be used in any space, or in
the public halls of the Building, either by Tenant or by jobbers or others in
the delivery or receipt of merchandise, any hand trucks, except those equipped
with rubber tires and sideguards.  Tenant
shall provide protection of all floor surfaces during the moving of furniture
or heavy equipment as may be reasonably required by Landlord or its Managing
Agent.


 


2.             Freight, furniture, business
equipment, merchandise and bulky matter of any description shall be delivered
to and removed from the Demised Premises only on the freight elevators and
through the service entrances and corridors, and only during hours and in a
manner reasonably approved by Landlord. 
Landlord shall not charge Tenant for any permitted use of the Building
freight elevator that occurs on or before the Commencement Date.  Landlord reserves the right to inspect all
freight to be brought into the Building and to exclude from the Building all
freight which violates any of these Rules and Regulations or this Lease.


 


3.             The water and wash closets and
plumbing fixtures shall not be used for any purposes other than those for which
they were designed or constructed and no sweepings, rubbish, rags, sanitary
napkins, acids or other substances shall be deposited therein, and the expense
of any breakage, stoppage, or damage resulting from the violation of this Rule by
Tenant shall be borne by Tenant.


 


4.             No carpet, rug or other article
shall be hung or shaken out of any window of the Building; and Tenant shall not
sweep or throw or permit to be swept or thrown from the Demised Premises any
dirt or other substances into any of the corridors or halls, elevators, or out
of the doors or windows or stairways of the Building and Tenant shall not use,
keep or permit to be used or kept any foul or noxious gas or substance in the Demised
Premises, or permit or suffer the Demised Premises to be occupied or used in a
manner offensive or objectionable to Landlord or other occupants of the
Building by reason of noise, odors and/or vibrations, or unreasonably interfere
in any way with other tenants or those having business therein, nor shall any
animals or birds be kept in or about the Building.  Smoking or carrying lighted cigars or
cigarettes in the elevators or other common areas of the Building is
prohibited.


 


5.             No awnings, signs or other
projections shall be attached to the outside walls of the Building without the
prior written consent of Landlord, which may be withheld in Landlord’s sole
discretion.


 


6.             No sign, advertisement, notice or
other lettering shall be exhibited, inscribed, painted or affixed by Tenant on
any part of the outside of the Demised Premises or the Building or on the
inside of the Demised Premises if the same is visible from the outside of the
Demised Premises without the prior written consent of Landlord (which consent
shall not be unreasonably withheld, delayed or conditioned), except that the
name of Tenant may


 


E-1

















 


appear
on the entrance door of the Demised Premises in lettering reasonably approved
by Landlord.  In the event of the
violation of the foregoing by Tenant, Landlord may remove and dispose of same
without any liability, and may charge the actual, out-of-pocket and reasonable
expense incurred by such removal to Tenant. 
Any interior listings and directories shall be inscribed, painted or
affixed for Tenant only by Landlord or Managing Agent at the expense of such
Tenant and shall be of a size, color and style reasonably acceptable to
Landlord or Managing Agent.


 


7.             Tenant shall not mark, paint, drill
into, or in any way deface any part of the Building. No boring, cutting or
stringing of wires shall be permitted, except with the prior written consent of
Landlord, and as Landlord may reasonably direct.  Tenant shall not lay linoleum, or other
similar floor covering, so that the same shall come in direct contact with the
floor of the Demised Premises, and, if linoleum or other similar floor covering
is desired to be used, an interlining of builder’s deadening felt shall be
first affixed to the floor, by a paste or other material, soluble in water,
pursuant to Landlord’s reasonable direction, the use of cement or other similar
adhesive material being expressly prohibited.


 


8.             No additional locks or bolts of any
kind shall be placed upon any of the doors or windows by Tenant, nor shall any
changes be made in existing locks or mechanisms thereof.  Tenant shall give Landlord or Managing Agent
a duplicate or master key or access card or code for each and every door in the
Demised Premises.  Tenant must, upon the termination
of its tenancy, restore to Landlord all keys or access cards to the Demised
Premises, the Building and any doors therein, either furnished to, or otherwise
procured by, Tenant, arid in the event of the loss of any keys or access cards,
so furnished, Tenant shall pay to Landlord the actual, out-of-pocket and
reasonable cost thereof.  Tenant, at its
expense, shall be responsible for repair to all doors and locks which are in
violation of this Rule, and shall pay any alarm fee resulting from Landlord or
Managing Agent’s entrance into the Demised Premises as permitted under this
Lease.


 


9.             Canvassing, soliciting,
pamphletting and peddling in the Building and about the sidewalks, driveways
and Parking Areas adjacent thereto are prohibited and Tenant shall cooperate to
prevent the same.  Tenant shall report
all peddlers, solicitors and beggars to Managing Agent or as Landlord otherwise
requests.


 


10.           Landlord reserves the right, but
shall have no obligation, to exclude from the Building between the hours of 6 P.M.
and 8 A.M., and at all hours on Sundays and Legal Holidays all persona who do
not present a pass to the Building signed by Landlord or Managing Agent.  Landlord will furnish passes to persons for
whom Tenant requests same.  Tenant shall
be responsible for all persons for whom it requests such pass and shall be
liable to Landlord for all acts of such persons.


 


11.           Landlord shall have the right to
prohibit any advertising by Tenant which in Landlord’s reasonable opinion,
tends to impair the reputation of the Building or its desirability as a
Building for first-class offices, and upon written notice from Landlord, Tenant
shall refrain from or discontinue such advertising.  No distress sale, fire sale, bankruptcy sale,
liquidation, relocation sale, closing sale, going-out-of business sale,
auction, sheriff’s sale, receiver’s sale, or any other sale that, in Landlord’s
reasonable opinion, adversely affects the reputation of the Building or
suggests that the business operations are to be discontinued in the Demised
Premises shall be conducted or advertised in or about the Demised Premises.


 


12.           Tenant shall not bring or permit to
be brought or kept in or on the Demised Premises, any inflammable, combustible
or


 


E-2

















 


explosive
fluid, material, chemical or substance, or any hazardous substance in violation
of Law or of this Lease (except for normal and customary de minimus amounts of
routine office and cleaning supplies typically housed in a first-class executive
and administrative office), or cause or permit any odors of cooking or other
processes, or any unusual or other objectionable odors to permeate in or
emanate from the Demised Premises.


 


13.           If the Building contains central air
conditioning and ventilation, Tenant agrees to keep all windows and exterior
doors closed at all times and to abide by all reasonable rules and regulations
issued by Landlord with respect to such services.


 


14.           Tenant shall not move any safe, heavy
machinery, heavy equipment, bulky matter, or fixtures into or out of the
Building without Landlord’s prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned. 
If such safe, machinery, equipment, bulky matter or fixtures requires
special handling, all work in connection therewith shall comply with all Laws
applicable thereto and shall be done during such hours as Landlord may
reasonably designate.


 


15.           To the extent required by applicable
Laws or Governmental Authorities, Tenant shall separate its rubbish into any
required categories, including, but not limited to, food products, paper, solid
wastes, metals and glass.  Any excess
trash or garbage which Tenant generates in excess of that generated by a normal
office user, and all garbage from Tenant’s food service operation, if any,
shall be removed by Landlord upon notice from Tenant, at Tenant’s sole cost and
expense.  Tenant shall not dispose of any
hazardous substance or waste in wastebaskets, boxes, or in Landlord’s dumpster
or trash compactor.


 


16.           Tenant shall take reasonable action
to ensure that its Visitors do not (a) utilize any parking spaces designated
for the use of others, nor (b) park in any driveways, fire lanes or other areas
not striped for vehicular parking.


 


17.           No portion of the driveways or
Parking Areas serving the Building shall be used for washing, maintaining, oil
changing, repairing, or installing or replacing parts in any vehicle, except to
the extent that repairs are reasonably necessary to fix a flat tire or start an
engine enabling the vehicle to be driven from the Real Estate.  No vehicle shall be towed from the Real
Estate by Tenant, or its Visitors, except after Tenant informs Landlord or
Managing Agent of such removal by telephone, in person or in writing.  Any vehicle parked on the Real Estate without
proper registration and inspection or for longer than seven (7) continuous days
may be removed by Landlord, which removal shall be at Tenant’s expense if the
property owned or used by Tenant or its Visitors or invitees and is not removed
within five (5) business days after notice to Tenant to do so.


 


E-3

















 


18.           Tenant shall be solely liable for,
and shall promptly pay, all costs, charges and expenses directly or indirectly
related in any way to work, alterations, decorations, installations,
renovations or improvements performed after the Commencement Date by Tenant or
its Agents in or about the Demised Premises, including, but not limited to,
permit or inspection fees, costs for electricity, HVAC, temporary or portable
toilets and hot and cold water, freight elevator charges, costs for trash
removal and disposal, freight dock expenses, additional security charges,
insurance premiums and cleaning costs.


 


E-4

















 


EXHIBIT F


 


LANDLORD’S BUILDING WORK


 


·                  Upgrade the existing cafeteria with new
furniture in the seating area, artwork, vet flooring and carpeting.  Create a countertop eating area with bar
stools.


 


·                  Enhance the landscaping in the patio area by
installing new trees and plant materials and some seating along the wall.


 


·                  Purchase new furniture and artwork for the
first floor lobby.


 


·                  Remove existing furniture in main lobby (2nd floor) and purchase new furniture for the four
seating areas.


 


·                  Install a plasma tv in one of the seating
areas which overlooks the patio.


 


·                  Purchase artwork for the atrium.


 


·                  Install a new directory.


 


·                  Add two signature waterfall features in the 2nd floor atrium.


 

















 


FIRST AMENDMENT TO LEASE


 


1.                                      PARTIES


 


1.1                                 THIS AGREEMENT made 31st  day of December 2008 is between 20
WATERVIEW SPE LLC (“Landlord”) whose address is c/o Mack-Cali Realty
Corporation, 343 Thornall Street, P.O. Box 7817, Edison, New Jersey 08818-7817
07016 and TANGOE, INC. (“Tenant”), whose address is 20 Waterview Boulevard,
Parsippany-Troy Hills, New Jersey 07054.


 


2.                                      STATEMENT
OF FACTS


 


2.1                                 Landlord’s predecessor in
interest, PW/MS OP Sub I, LLC, and Tenant’s predecessor in interest,
Information Strategies Group, Inc., previously entered into a Lease dated July 14,
2004 (hereinafter collectively referred to as the “Lease”) covering
approximately 10,497 gross rentable square feet on the third (3rd) floor (“Existing Premises”)
in the building located at 20 Waterview Boulevard, Parsippany-Troy Hills, New
Jersey 07054 (“Building”); and


 


2.2                                 The Term of the Lease
expires on December 31, 2009 (“Expiration Date”); and


 


2.3                                 Tenant desires to expand the
Existing Premises by leasing approximately 4,193 gross rentable square feet on
the third (3rd) floor of the
Building (“Expansion Premises”), as shown on Exhibit A attached hereto and made
a part hereof; and


 


2.4                                 The parties desire to extend
the Term of the Lease for a period to commence on January 1, 2010; and


 


2.5                                 The parties desire to amend
certain terms of the Lease as set forth below.


 


3.                                      AGREEMENT


 


NOW, THEREFORE, in consideration of the terms, covenants and conditions
hereinafter set forth, Landlord and Tenant agree as follows:


 


3.1                                 The above recitals are
incorporated herein by reference.


 


3.2                                 All capitalized and
non-capitalized terms used in this Agreement which are not separately defined
herein but are defined in the Lease shall have the meaning given to any such
term in the Lease.


 


3.3                                 The Term applicable to the
Expansion Premises shall commence on the Expansion Premises Effective Date (as
defined below) and shall terminate at 11:59 p.m. on the last day of the month
in which the day prior to the three (3) year anniversary of the Expansion
Premises Effective Date occurs (the “New Expiration Date”).


 


3.4                                 Landlord shall complete
improvement work to the Expansion Premises in accordance with Exhibit B
attached hereto and made part hereof at a mutually agreeable time after the
date of this Agreement.


 


3.5                                 The effective date
applicable to the Expansion Premises (the “Expansion Premises Effective Date”)
shall be the earlier of (i) the day Landlord substantially completes the
improvements to be made to the Expansion Premises in accordance with Exhibit B
attached hereto and made part hereof or (ii) the date Tenant or anyone claiming
under or through Tenant shall occupy the Expansion Premises.


 


3.6                                 From and after the Expansion
Premises Effective Date, the following shall be effective:


 














 


a.                                       Landlord shall
lease to Tenant and Tenant shall hire from Landlord the Expansion Premises as
shown on Exhibit A attached hereto and made part hereof.


 


b.                                      The Premises
shall be defined as approximately 14,690 gross rentable square feet on the
third (3rd) floor of the
Building and Section 1.1 (g) of the Lease shall be deemed amended
accordingly.


 


c.                                       Tenant shall
pay to Landlord an additional Security in the amount of TWENTY-TWO THOUSAND
THIRTEEN AND 25/100 DOLLARS ($22,013.25), so that the total Security under the
Lease shall be SIXTY- FOUR THOUSAND EIGHT HUNDRED SIX AND 03/100 DOLLARS
($64,806.03). The Security shall be governed by the provisions of Article 8
for the Lease, except that Section 8.7 shall be deemed modified be
deleting “may” in the first (1st) line therein and substituting “shall” in place
thereof.  Section 8.9 is hereby
deleted in its entirety.


 


d.                                      In addition to
the Minimum Rent payable applicable to the Existing Premises, Tenant shall pay
Landlord Minimum Rent applicable to the Expansion Premises which shall accrue
as follows and Section 1.1 (m) of the Lease shall be deemed
supplemented accordingly:


 


 


	
   

  	
  Term

  	
   

  	
  Annual Rate

  	
   

  	
  Monthly

  Installments

  	
   

  	
  Annual Per Sq. Ft.

  Rate

  	
   

  
	
   

  	
  Commencing on the Expansion Premises Effective Date
  through and including the New Expiration Date

  	
   

  	
  $

  	
  88,053.00

  	
   

  	
  $

  	
  7,337.75

  	
   

  	
  $

  	
  21.00

  	
   

  
												



 


Notwithstanding
the foregoing, provided that this Lease is in full force and effect and Tenant
has complied with each of its obligations hereunder, Tenant shall have no
obligation to pay the Monthly Installments of Minimum Rent applicable to the
Expansion Premises only for the first (1st), thirteenth (13th), and twenty-fifth (25th) full calendar months of the Term applicable to the
Expansion Premises.


 


If
the Expansion Premises Effective Date is a day other than the first day of a
calendar month, the Monthly Installment of Minimum Rent for the month during
which the Expansion Premises Effective Date occurs shall be prorated.


 


e.                                       Tenant’s
Occupancy Percentage applicable to the Expansion Premises shall be 1.86% and Section 1.1
(h) of the Lease shall be deemed supplemented accordingly.


 


f.                                         Tenant shall
pay Landlord, as additional rent, Tenant’s Occupancy Percentage applicable to
the Expansion Premises of the increased cost to Landlord for each of the
categories set forth in Article 6 Taxes; Operating Costs;
Reimbursements of the Lease.


 


g.                                      Base Taxes
applicable to the Expansion Premises shall mean the amount determined by
multiplying (a) the real estate tax rate in effect on January 1, 2009
and (b) the assessed valuation of the Real Estate for the calendar year
ending December 31, 2009, as such assessed valuation is or may be
ultimately determined by final administrative or judicial proceeding, or by
abatement by an appropriate taxing authority and Section 1.1. (i) of
the Lease shall be deemed supplemented accordingly. Assessed valuation shall
mean the valuation of the Real Estate on which Taxes are based.


 


h.                                      First Operating
Year applicable to the Expansion Premises shall mean the calendar year ending December 31,
2009 and First Tax Year applicable to the Expansion Premises shall 


 

















 


mean
the calendar year ending December 31, 2009 and Section 1.1 (j) of
the Lease shall be deemed supplemented accordingly.


 


i.                                          Tenant shall
pay the cost of electricity consumed within the Expansion Premises in
accordance with Article 25 of the Lease Electricity.


 


j.                                          The number of
parking spaces as set forth in Section 1.1 (q) of fee Lease shall be
increased to forty-nine (49) spaces of which five (5) shall be Designated
Spaces.


 


3.7                                 The Term applicable to the
Existing Premises shall be extended for a period commencing on January 1,
2010 and expiring at 11:59 p.m. on the New Expiration Date (“Extension
Term”) and Section 1.1 (k) of the Lease shall be deemed amended
accordingly.


 


3.8                                 Landlord shall complete
improvement work to the Existing Premises in accordance with Exhibit B
attached hereto and made part hereof at a mutually agreeable time after the
date of this Agreement.


 


3.9                                 Commencing on January 1,
2010, the following shall be effective:


 


a.                                       The Minimum
Rent applicable to the Existing Premises shall be as follows and Section 1.1
(m) of the Lease shall be deemed supplemented accordingly:


 


	
   

  	
  Term

  	
   

  	
  Annual Rate

  	
   

  	
  Monthly

  Installments

  	
   

  	
  Annual Per Sq. Ft. Rate

  	
   

  
	
   

  	
  Commencing on January 1, 2010 through and
  including the New Expiration Date

  	
   

  	
  $

  	
  259,800.75

  	
   

  	
  $

  	
  21,650.06

  	
   

  	
  $

  	
  24.75

  	
   

  
												



 


Notwithstanding
the foregoing, provided that this Lease is in full force and effect and Tenant
has complied with each of its obligations hereunder, Tenant shall have no
obligation to pay the Monthly Installments of Minimum Rent applicable to the
Existing Premises only for the first (1st) and thirteenth (13th) full calendar months of the Extension Term
applicable to the Existing Premises.


 


b.                                      Tenant shall
pay Landlord, as additional rent, Tenant’s Occupancy Percentage applicable to
the Existing Premises of the increased cost to Landlord for each of the
categories set forth in Article 6 Taxes; Operating Costs;
Reimbursements of the Lease.


 


c.                                       Base Taxes
applicable to the Existing Premises shall mean the amount determined by
multiplying (a) the real estate tax rate in effect on January 1, 2009
and (b) the assessed valuation of the Real Estate for the calendar year
ending December 31, 2009, as such assessed valuation is or may be
ultimately determined by final administrative or judicial proceeding, or by
abatement by an appropriate taxing authority and Section 1.1. (i) of
the Lease shall be deemed supplemented accordingly. Assessed valuation shall
mean the valuation of the Real Estate on which Taxes are based.


 


d.                                      First Operating
Year applicable to the Existing Premises shall mean the calendar year ending December 31,
2009 and First Tax Year applicable to the Existing Premises shall mean the
calendar year ending December 31, 2009 and Section 1.1 (j) of
the Lease shall be deemed supplemented accordingly.


 


e.                                       Tenant shall
continue to pay the cost of electricity consumed within the Existing Premises
in accordance with Article 25 of the Lease Electricity.


 


3.10                           Article 51 (Renewal
Options) and Article 56 (Right of First Offer) shall be deleted in their
entirety.


 

















 


3.11                           The following shall be added
as Article 51 to the Lease:


 


OPTION TO RENEW:


 


(a)                                  If the term of this Lease
shall then be in full force and effect and Lessee has complied fully with its
obligations hereunder, Lessee shall have the option to extend the term of this
Lease for a period of five (5) years (the “Renewal Term”) commencing on
the day immediately following the Expiration Date, provided however that Lessee
shall give Lessor notice of its election to extend the term no earlier than
twelve (12) months prior to the New Expiration Date nor later than nine (9) months
prior to the New Expiration Date.  TIME BEING OF THE ESSENCE in connection
with the exercise of Lessee’s option pursuant to this Article.


 


(b)                                 Such extension of the term
of this Lease shall be upon the same covenants and conditions, as herein set
forth except for the Fixed Basic Rent (which shall be determined in the manner
set forth below), and except that Lessee shall have no farther right to extend
the term of this Lease after the exercise of the single option described in
paragraph (a) of this Section.  If
Lessee shall duly give notice of its election to extend the term of this Lease,
the Renewal Term shall be added to and become a part of the Term of this Lease
(but shall not be considered a part of the initial Term), and any reference in
this Lease to the “Term of this Lease”, the “Term hereof”, or any similar
expression shall be deemed to include such Renewal Term, and, in addition, the
term “Expiration Date” shall thereafter mean the last day of such Renewal
Term.  Lessor shall have no obligation to
perform any alteration or preparatory or other work in and to the Premises or
provide a tenant improvement allowance and Lessee shall continue possession
thereof in its “as is” condition.


 


(c)                                  If Lessee exercises its
option for the Renewal Term, the Fixed Basic Rent during the Renewal Term shall
be the fair market rent for the Premises, as hereinafter defined.


 


(d)                                 Lessor and Lessee shall use
their best efforts, within thirty (30) days after Lessor receives Lessee’s
notice of its election to extend the Term of this Lease for the Renewal Term (“Negotiation
Period”), to agree upon the Fixed Basic Rent to be paid by Lessee during the
Renewal Term. If Lessor and Lessee shall agree upon the Fixed Basic Rent for
the Renewal Term, the parties shall promptly execute an amendment to this Lease
stating the Fixed Basic Rent for the Renewal Term.


 


(e)                                  If the parties are unable to
agree on the Fixed Basic Rent for the Renewal Term during the Negotiation
Period, then within fifteen (15) days after notice from the other party, given
after expiration of the Negotiation Period, each parry, at its cost and upon
notice to the other party, shall appoint a person to act as an appraiser
hereunder, to determine the fair market rent for the Premises for the Renewal
Term. Each such person shall be a real estate broker or appraiser with at least
ten years’ active commercial real estate appraisal or brokerage experience
(involving the leasing of office space as agent for both landlords and lessees)
in the County of Morris. If a party does not appoint a person to act as an
appraiser within said fifteen (15) day period, the person appointed by the
other party shall be the sole appraiser and shall determine the aforesaid fair
market rent.  Each notice containing the
name of a person to act as appraiser shall contain also the person’s address.
Before proceeding to establish the fair market rent, the appraisers shall
subscribe and swear to an oath fairly and impartially to determine such rent.


 


If
the two appraisers are appointed by the parties as stated in the immediately
preceding paragraph, they shall meet promptly and attempt to determine the fair
market rent.  If they are unable to agree
within forty-five (45) days after the appointment of the second appraiser, they
shall attempt to select a third person meeting the qualifications stated in the
immediately preceding paragraph within fifteen (15) days after the last day the
two 


 

















 


appraisers
are given to determine the fair market rent. 
If they are unable to agree on the third person to act as appraiser
within said fifteen (15) day period, the third person shall be appointed by the
American Arbitration Association (the “Association”), upon the application of
Lessor or Lessee to the office of the Association nearest the Building. The
person appointed to act as appraiser by the Association shall be required to
meet the qualifications stated in the immediately preceding paragraph. Each of
the parties shall bear fifty percent (50%) of the cost of appointing the third
person and of paying the third person’s fees. The third person, however
selected, shall be required to take an oath similar to that described above.


 


The
three appraisers shall meet and determine the fair market rent.  A decision in which two of the three
appraisers concur shall be binding and conclusive upon the parties. In deciding
the dispute, the appraisers shall act in accordance with the rules then in
force of the Association, subject however, to such limitations as may be placed
on them by the provisions of this Lease.


 


Notwithstanding
the foregoing, in no event shall the Fixed Basic Rent during the Renewal Term
be less than the Fixed Basic Rent during the last year of the Term of this
Lease immediately preceding the Renewal Term.


 


(f)                                    After the fair market rent
for the Renewal Term has been determined by the appraiser or appraisers and the
appraiser or appraisers shall have notified the parties, at the request of
either party, both parties shall execute and deliver to each other an amendment
of this Lease stating the Fixed Basic Rent for the Renewal Term.


 


(g)                                 If the Fixed Basic Rent for
the Renewal Term has not been agreed to or established prior to the
commencement of the Renewal Term, then Lessee shall pay to Lessor an annual
rent (“Temporary Rent”) which Temporary Rent shall be equal to the Fixed Basic
Rent payable by Lessee for the last year of the Term immediately preceding the
Renewal Term. Thereafter, if the parties shall agree upon a Fixed Basic Rent,
or the Fixed Basic Rent shall be established upon the determination of the fair
market rent by the appraiser or appraisers, at a rate at variance with the
Temporary Rent (i) if such Fixed Basic Rent is greater than the Temporary
Rent, Lessee shall promptly pay to Lessor the difference between the Fixed
Basic Rent determined by agreement or the appraisal process and the Temporary
Rent, or (ii) if such Fixed Basic Rent is less than the Temporary Rent,
Lessor shall credit to Lessee’s subsequent monthly installments of Fixed Basic
Rent the difference between the Temporary Rent and the Fixed Basic Rent
determined by agreement or the appraisal process.


 


(h)                                 In describing the fair
market rent during the Renewal Term, the appraiser or appraisers shall be
required to take into account the rentals at which leases are then being
concluded (as of the last day of the Term) (for five (5) year leases
without renewal options with the lessor and lessee each acting prudently, with
knowledge and for self-interest, and assuming that neither is under undue
duress) for comparable space in the Building and incomparable office buildings
in the County of Morris.


 


(i)                                     The option granted to Lessee
under this Article 51 may be exercised only by Lessee, its permitted
successors and assigns, and not by any subtenant or any successor to the
interest of Lessee by reason of any action under the Bankruptcy Code, or by any
public officer, custodian, receiver, United States Trustee, trustee or
liquidator of Lessee or substantially all of Lessee’s property. Lessee shall
have no right to exercise this option subsequent to the date Lessor shall have
the right to give the notice of termination referred to in Article 35 of
the Lease unless Lessee cures the default within the applicable grace period.
Notwithstanding the foregoing, Lessee shall have no right to extend the term
if, at the time it gives notice of its election (i) Lessee shall not be in
occupancy of substantially all of the Premises or (ii) the Premises (or
any part thereof) shall be the 


 

















 


subject
of a sublease. If Lessee shall have elected to extend the term, such election
shall be (at Lessor’s sole option) deemed withdrawn if, at any time after the giving
of notice of such election and prior to the commencement of the Renewal Term,
Lessee shall sublease (all or any portion of) the Premises or assign Lessee’s
interest in this Lease.


 


3.12                           No later than thirty (30)
days after the determination of the Expansion Premises Effective Date, the
parties shall agree to memorialize the Expansion Premises Effective Date in
writing.


 


3.13                           Tenant represents and
warrants to Landlord that no broker brought about this transaction, and Tenant
agrees to indemnify and hold Landlord harmless from any and all claims of any
broker arising out of or in connection with negotiations of, or entering into
of, this Agreement.


 


3.14                           Tenant agrees not to
disclose the terms, covenants, conditions or other facts with respect to this Agreement,
including the Minimum Rent and Additional Rent, to any person, corporation,
partnership, association, newspaper, periodical or other entity, except to
Tenant’s accountants or attorneys (who shall also be required to keep the terms
of this Agreement confidential) or as required by law. This non-disclosure and
confidentiality agreement will be binding upon Tenant without limitation as to
time, and a breach of this paragraph will constitute a material breach under
this Agreement and the Lease.


 


3.15                           Tenant hereby represents to
Landlord that (i) there exists no default under the Lease either by
Landlord or Tenant; (ii) Tenant is entitled to no credit, free rent or
other offset or abatement of the rents due under the Lease; and (iii) there
exists no offset, defense or counterclaim to Tenant’s obligation under the
Lease.


 


3.16                           Except as expressly amended
herein, the Lease dated July 14, 2004, as amended herein, shall remain in
full force and effect as if the same had been set forth in full herein, and Landlord
and Tenant hereby ratify and confirm all of the terms and conditions thereof.


 


3.17                           This agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective legal representatives, successors and permitted assigns.


 


3.18                           Each party agrees that it
will not raise or assert as a defense to any obligation under the Lease or this
Agreement or make any claim that the Lease or this Agreement is invalid or
unenforceable due to any failure of this document to comply with ministerial
requirements including, but not limited to, requirements for corporate seals,
attestations, witnesses, notarizations, or other similar requirements, and each
parry hereby waives the right to assert any such defense or make any claim of
invalidity or unenforceability due to any of the foregoing.


 


[Signature Page Follows]


 

















 


IN
WITNESS WHEREOF, Landlord and Tenant have hereunto set their hands and seals
the date and year first above written, and acknowledge one to the other that
they possess the requisite authority to enter into this transaction and to sign
this Agreement.


 


LANDLORD:


 


20
WATERVIEW SPE LLC


 


By:          Gale SLG NJ Mezz LLC, sole
member


By:          Gale SLG NY Operating
Partnership, sole member


By:          Gale SLG NY GP LLC, general
partner


By:          Mack-Green-Gale LLC, sole
member


By:          Mack-Cali Ventures L.L.C., managing member


By:          Mack-Cali Realty, L.P., sole
member


By:          Mack-Cali Realty Corporation, its general partner


 


 


	
  By:

  	
  /s/
  Michael A. Grossman

  
	
   

  	
  Michael
  A. Grossman

  
	
   

  	
  Executive
  Vice President

  



 


	
  TENANT:

  	
   

  
	
   

  	
   

  
	
  TANGOE, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/
  Gary R. Martino

  	
   

  
	
   

  	
  Name:

  	
  Gary
  R. Martino

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  



 

















 





 

















 


EXHIBIT B


 


LANDLORD’S WORK


 


NOTES


 


RE:          Workletter Agreement for office space on the third
(3rd) floor at 20
Waterview Boulevard, Parsippany, New Jersey.


 


, 2008


 


TENANT:


 


TANGOE.
INC.


 


You
(“Tenant”) and we (“Landlord”) are executing simultaneously with this
Workletter Agreement a written lease amendment (“Amendment”), covering the
space referred to above, as more particularly described in the Amendment (“Existing
Premises and Expansion Premises”),


 


To
induce Tenant to enter into the Lease (which is hereby incorporated by
reference) and in consideration of the covenants hereinafter contained,
Landlord and Tenant mutually agree as follows:


 


1.             Landlord shall have its architect
prepare the following architectural and mechanical drawings and specifications
based upon the sketch layout supplied to Landlord by Tenant, attached hereto
and made a part hereof, upon full execution of this Lease.


 


a.             Architectural
drawings and specifications for Tenant’s partition layout, reflected ceiling,
placement of electrical outlets and other installations for the work to be done
by Landlord.


 


b.             Mechanical
plans and specifications where necessary for installation of air conditioning
systems, ductwork and heating.


 


All
such plans and specifications are expressly subject to Landlord’s written
approval, which Landlord covenants it will not unreasonably withhold.


 


2.             Landlord agrees to cause the
partition plan, electrical plan and the reflected ceiling plan to be delivered
to Tenant on or before the fifteenth (15th) day after Tenant’s approved sketch
layout. Tenant agrees to approve said plans by initiating and returning same to
Landlord within three (3) days of receipt of each plan. Upon approval of
the plans initialed by Tenant, Landlord shall file said plans with the
appropriate governmental agencies.


 


3.             Landlord
agrees, at its expense and without charge to Tenant (unless otherwise
provided), to do the work in the Existing Premises and Expansion Premises as
shown on the plans attached hereto and described on the “Description of
Materials” schedule attached hereto which shall hereinafter be referred to as “The
Work”. The Work shall include Landlord’s general conditions and overhead
amounts indicated on the Description of Materials. “Building Standard” shall
mean the type and grade of material, equipment and/or device designated by
Landlord as standard for the Building. All items are Building Standard unless
otherwise noted. The provisions of Article 13 of the Lease shall apply to
any alterations made to the Existing Premises and Expansion Premises after the
initial work to be performed herein. The Work shall include four (4) additional
110 V 30A circuits in the computer room in the Existing Premises, the cleaning,
waxing or replacing, where necessary, of the existing linoleum tile floor, a
Greenfield Conduit will be installed per Tenant’s specification in order to
allow Tenant to run communication cables to the cubicles, installation of
outlets in new cubicles, combination door entry to entry door of Expansion
Premises, removal of Plywood from the closet in the Expansion Premises, and
removal of the demising wall in the Existing Premises and 


 

















 


the
storage room. The carpet, ceiling tiles and lighting shall match those existing
in the Existing Premises. Tenant shall approve soffit design.


 


4.             Intentionally omitted.


 


5.             All low partitioning,
workstation modules, bank screen partitions and prefabricated partition systems
shall be furnished and installed by Tenant.


 


6.             The installation or wiring
of telephone and computer (data) outlets is not part of The Work. Tenant shall
bear the responsibility to provide its own telephone and data systems at Tenant’s
sole cost and expense. Upon expiration or sooner termination of the Lease,
Tenant shall remove all telephone and data equipment and wiring from the
Existing Premises and Expansion Premises and the Building risers upon vacation
of same.


 


7.             Changes in The Work, if
necessary or requested by the Tenant, shall be accomplished after submission of
Tenant’s final approved sketch layout, and without invalidating any part of the
Lease or Workletter Agreement, by written agreement between Landlord and Tenant
hereinafter referred to as a Change Order. Each Change Order shall be prepared
by Landlord and signed by both Tenant and Landlord stating their agreement upon
all of the following:


 


a.             The scope of
the change in The Work; and


 


b.             The cost o f
the change; and


 


c.             Manner in which
the cost will be paid or credited; and


 


d.             The estimated
extent of any adjustment to the Expansion Premises Effective Date (if any) as a
result of the change in The Work.


 


Each
and every Change Order shall be signed by Landlord’s and Tenant’s respective
construction representatives. In no event shall any
Change Order(s) be permitted without such authorizations. A 10%
supervision plus 10% overhead charge will be added to the cost of any Change
Order and to the cost of any other work to be performed by Landlord in the
Existing Premises and Expansion Premises after Landlord’s completion of The
Work. If Tenant shall fail to approve any such Change Order within one (1) week,
the same shall be deemed disapproved in all respects by Tenant and Landlord
shall not be authorized to proceed thereon. Any increase in the cost of The
Work or the change in The Work stated in a Change Order which results from
Tenant’s failure to timely approve and return said Change Order shall be paid
by the Tenant. Tenant agrees to pay to Landlord the cost of any Change Order
promptly upon receipt of an invoice for same.


 


8.             If Tenant elects to use the
architect suggested by Landlord, this architect becomes the Tenant’s agent
solely with respect to the plans, specifications and The Work. If any change is
made after completion of schematic drawings and prior to completion of final
construction documents which result in a Change Order and additional costs,
such costs shall be the responsibility of the Tenant.


 


9.             Prior to Tenant’s occupancy
of the Expansion Premises, Tenant shall identify and list any portion of The
Work which does not conform to this Workletter Agreement (“Punch List”). The
Landlord shall review with the Tenant all of the items so listed and correct or
complete any portion of The Work which fails to conform to the requirements of
this Workletter Agreement.


 


10.           The terms contained in the
Amendment (which include all exhibits attached thereto) constitute Landlord’s
agreement with Tenant with respect to the work to be performed by Landlord on
Tenant’s behalf. If the architectural drawings are in conflict with the terms
of the Amendment, then the Lease shall be deemed the controlling document.


 

















 


11.           All materials and
installations constructed for the Tenant within the Existing Premises and
Expansion Premises shall become the property of the Landlord upon installation.
No refund, credit or removal of said items is to be permitted at the
termination of the Lease. Items installed that are not integrated in any such
way with other common building materials do not fall under this provision (e.g.
shelving, furniture, etc.).


 


12.           It is agreed that
notwithstanding the date provided in the Lease for the Expansion Premises
Effective Date, the term applicable to the Expansion Premises shall not
commence until Landlord has “substantially completed” all work to be performed
by Landlord in the Expansion Premises as hereinbefore set forth in Paragraph 3
above and as set forth in the Amendment; provided, however, that if Landlord
shall be delayed in substantially completing said work as a result of:


 


a.             Tenant’s
failure to approve the plans and specifications in accordance with Paragraph 2
hereof; or


 


b.             Tenant’s
failure to furnish interior finish specifications, i.e., paint colors, carpet
selection, etc., to Landlord by the fifth (5th) working day after Landlord has
approved the plans and specifications submitted by Tenant referred to in
Paragraph 2 hereof; or


 


c.             Tenant’s
request for materials, finishes or installations other than Landlord’s Building
Standard; or


 


d.             Tenant’s
changes in The Work; or


 


e.             The performance
of a person, firm, partnership or corporation employed by Tenant and the
completion of the said work by said person, firm, partnership or corporation;


 


then
the Expansion Premises Effective Date of the term of said Lease shall be
accelerated by the number of days of such delay and Tenant’s obligation to pay
Minimum Rent and Additional Rent shall commence as of such earlier date.


 


13.           Landlord shall permit Tenant and its agents to enter
the Expansion Premises prior to the Expansion Premises Effective Date in order
that Tenant may perform through its own non-union contractors (or union
contractor if required by Landlord) such other work and decorations as Tenant
may desire at the same time Landlord’s contractors are working in the Existing
Premises and Expansion Premises. The foregoing license to enter prior to the
Expansion Premises Effective Date, however, is conditioned upon:


 


a.             Tenant’s
workmen and mechanics working in harmony and not interfering with the labor
employed by Landlord, Landlord’s mechanics or contractors or by any other
Tenant or its mechanics or contractors; and


 


b.             Tenant
providing Landlord with evidence of Tenant’s contractors and subcontractors
carrying such worker’s compensation, general liability, personal and property
insurance as required by law and in amounts no less than the amounts set forth
in Article 30 of the Lease.  If at
any time such entry shall cause disharmony or interference therewith, this
license may be withdrawn by Landlord upon forty-eight (48) hours written notice
to Tenant. Such entry shall be deemed controlled by all of the terms,
covenants, provisions and conditions of said Lease, except as to the covenant
to pay Minimum Rent and Additional Rent. Landlord shall not be liable in any way
for any injury, loss or damage which may occur to any of Tenant’s decorations
or installations so made prior to the Expansion Premises Effective Date, the
same being solely at Tenant’s risk.


 


14.           No part of the Existing
Premises and Expansion Premises shall be deemed unavailable for occupancy by
the tenant, or shall any work which the Landlord is obligated to perform in
such part of the Existing Premises and Expansion Premises be deemed incomplete
for the purpose of any adjustment of Minimum Rent payable hereunder, solely due
to the non-completion of details of construction, decoration or mechanical
adjustments which are minor in character and the non-completion of which does
not materially interfere with the Tenant’s use of such part of the Existing Premises
and Expansion Premises.


 














 


15.                                 Tenant is responsible for
all costs related to the repairs and maintenance of any additional or
supplemental HVAC systems, appliances and equipment installed to meet Tenant’s
specific requirements.  Tenant shall
purchase a service contract for this equipment so that the equipment is covered
by such service contract each year of the term of the Lease and shall forward a
copy of such contract to Landlord.


 


16.                                 If construction
is to occur in a space occupied by Tenant’s employees, Tenant shall be liable for
all costs associated with a delay if Tenant shall fail to comply with a
submitted construction schedule to relocate personnel, furniture, or equipment.
Tenant shall relocate such personnel, furniture and equipment at its sole cost
and expense. These costs shall include, but not be limited to the following:


 


a.                                       cost of
construction workers time wasted; and


 


b.                                      cost of any
overtime work necessary to meet schedule deadlines; and


 


c.                                       any other costs
associated with delays in final completion.


 


17.                                 This workletter is based on the quantities and specifications
listed herein. Any change to these specifications shall require the
recalculation of the construction costs. 
Such recalculation shall not negate any other section of this Lease.


 


18.                                 All sums
payable by Tenant to Landlord in connection with this Exhibit B and any
other work to be performed by Landlord within the Existing Premises and
Expansion Premises and billable to Tenant shall be deemed Additional Rent.


 


19.                                 With respect to
the construction work being conducted in or about the Existing Premises and
Expansion Premises, each party agrees to be bound by the approval and actions
of their respective construction representatives. Unless changed by written
notification, the parties hereby designate the following individuals as their
respective construction representatives:


 


FOR LANDLORD:                                                               FOR
TENANT:


 


 


c/o Mack-Cali Realty
Corporation                                     


 


 


 

















 


12/23/08


 


EXHIBIT B


 


LANDLORD’S WORK


 


Tenant
Improvements for office space consisting of 10,497 RSF
on the third (3rd) floor at 20 Waterview Boulevard,
Parsippany, NJ between 20 Waterview  SPE LLC, as Landlord and Tangoe, Inc.,
as Tenant


 


DESCRIPTION OF MATERIALS


 


	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  DESIGN COSTS – 5502

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Architect

  	
   

  	
  SF

  	
   

  	
   

  	
   

  
	
  Printing
  Costs

  	
   

  	
  EA

  	
   

  	
  150

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  GENERAL REQUIREMENTS - 5510

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dumpsters

  	
   

  	
  EA

  	
   

  	
  2

  	
   

  
	
  Permits, inspections, and Certificate of Occupancy

  	
   

  	
  SF

  	
   

  	
  4,193

  	
   

  
	
  Supervision

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
  Cutting
  and Patching

  	
   

  	
  SF

  	
   

  	
  4,193

  	
   

  
	
  Misc Tools and
  Equipment

  	
   

  	
  SF

  	
   

  	
  4,193

  	
   

  
	
  Temp.
  Services and Protection

  	
   

  	
  SF

  	
   

  	
  4,193

  	
   

  
	
  Construction
  Clean up

  	
   

  	
  SF

  	
   

  	
  4,193

  	
   

  
	
  Final
  Clean up, windows, floors

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  DEMOLITION- 5505

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Remove
  Carpet

  	
   

  	
  SF

  	
   

  	
  3200

  	
   

  
	
  Remove
  Partitions

  	
   

  	
  LF

  	
   

  	
  90

  	
   

  
	
  Remove
  Ceiling Tile Only

  	
   

  	
  SF

  	
   

  	
  3200

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  CABINETS & MILL WORK -
  5561

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Closet
  Shelf and Rod

  	
   

  	
  LF

  	
   

  	
  5

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  DOORS, BUCKS, HARDWARE - 5540

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Interior
  doors 3’0” x 7’0”_x1 3/4” SC stain grade

  	
   

  	
  EA

  	
   

  	
  3

  	
   

  
	
  *         HMB

  	
   

  	
  EA

  	
   

  	
  3

  	
   

  
	
  *         Doorstops

  	
   

  	
  EA

  	
   

  	
  1

  	
   

  
	
  *         Coat
  hook

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  PARTITIONS - 5530

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         2
  1/2” metal studs 24” OC; 5/8” gypsum board to U/S Ceiling (with SAB)

  	
   

  	
  LF

  	
   

  	
  3

  	
   

  
	
  *         2
  1/2” metal studs 24” OC; 5/8” gypsum board to 

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  U/S
  Ceiling (w/No SAB)

  	
   

  	
  LF

  	
   

  	
  20

  	
   

  
	
  *         Finish
  on Mullions

  	
   

  	
  EA

  	
   

  	
  1

  	
   

  
	
  *         Soffit at demising partition to tie ceilings in

  	
   

  	
  LF

  	
   

  	
  90

  	
   

  
	
  *         Scar
  Patch

  	
   

  	
  MH

  	
   

  	
  16

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  ACOUSTICAL CEILINGS - 5542

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Patch
  grid at deck high partitions

  	
   

  	
  LF

  	
   

  	
  90

  	
   

  
	
  *         Replace
  Second look II tile only

  	
   

  	
  SF

  	
   

  	
  3200

  	
   

  
	
  *         Add
  sound attenuation blankets above ceilings

  	
   

  	
  SF

  	
   

  	
  120

  	
   

  



 


Workletter Agreement


 

















 


	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  PAINTING A VINYL WALL COVERING
  5565

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Paint
  - 2 coats flat latex

  	
   

  	
  SF

  	
   

  	
  10000

  	
   

  
	
  *         Repaint
  doors

  	
   

  	
  EA

  	
   

  	
  25

  	
   

  
	
  *         Stain
  or paint new doors

  	
   

  	
  EA

  	
   

  	
  3

  	
   

  
	
  *         Paint
  hollow metal frames

  	
   

  	
  EA

  	
   

  	
  24

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  FLOORING & CARPET -
  5564

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Floor
  preparation

  	
   

  	
  SF

  	
   

  	
  3200

  	
   

  
	
  *         Vinyl
  cove base

  	
   

  	
  LF

  	
   

  	
  420

  	
   

  
	
  *         Vinyl
  composition tile

  	
   

  	
  SF

  	
   

  	
  800

  	
   

  
	
  *         Carpet
  to be building standard $15.00 allowance per yard, including a 10% waste
  factor

  	
   

  	
  SY

  	
   

  	
  300

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  FIRE SUPPRESSION SYSTEM - 5574

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Plans &
  Permits

  	
   

  	
  EA

  	
   

  	
  1

  	
   

  
	
  *         Relocate
  existing heads

  	
   

  	
  EA

  	
   

  	
  35

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  HVAC - 5535

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Bldg
  Std HVAC distribution system

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
  *         Balance
  report

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  ELECTRICAL - 5533

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DEMOLITION

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
  *         Electrical
  Demolition

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  SWITCHES

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Install
  single pole switch

  	
   

  	
  EA

  	
   

  	
  4

  	
   

  
	
  EXIT
  AND EMERGENCY LIGHTS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Install
  new exit light

  	
   

  	
  EA

  	
   

  	
  4

  	
   

  
	
  Install
  new “Low” exit light

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Install
  new emergency light

  	
   

  	
  EA

  	
   

  	
  4

  	
   

  
	
  CIRCUITS
  and RECEPTACLES

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *         Install
  wall duplex receptacle

  	
   

  	
  EA

  	
   

  	
  5

  	
   

  
	
  MISCELLANEOUS

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Rewire
  electrical service

  	
   

  	
  EA

  	
   

  	
  1

  	
   

  
	
  *         Install
  power feed for modular partition

  	
   

  	
  EA

  	
   

  	
  4

  	
   

  
	
  *         Power
  Requirements for HVAC systems

  	
   

  	
  SF

  	
   

  	
  14,690

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Units

  	
   

  	
  Quantity

  	
   

  
	
  ALARM-
  5572

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Install new Horn/Strobe

  	
   

  	
  EA

  	
   

  	
  3

  	
   

  



 






	
  ASSUMPTIONS AND CLARIFICATIONS:

  
	
  *         Asterisk
  (*) indicates Building Standard items.

  
	
  +         Cross
  (+) indicates non-Building Standard items.

  
	
  The
  following work b included:

  
	
  Communications
  Work, Tele/Data

  
	
  Security
  and Access Systems

  
	
  Office
  furniture, Equipment, and Appliances

  
	
  Modular
  Partitions and Work stations

  
	
  Overtime
  except for work in adjacent tenant spaces or public areas of the building

  
	
  Dishwashers
  are not allowed

  
	
  Undercounter ice makers
  are not allowed

  
	
  Existing
  window blinds to be cleaned and repaired as required

  
	
  Existing
  space to be demolished as required

  
	
  Estimate
  based on drawing SK-3 dated 11/3/08 prepared by Mack-Cali Realty 

  



 

















 


	
  Corp

  
	
  Millwork
  limited to new coat closet rod and shelf

  
	
  New
  doors to be 7” high solid core stain grade birch in knock down hollow metal
  frames

  
	
  Finish
  hardware to be ADA compliant building standard cylindrical

  
	
  Partition
  at executive office to be ceiling high with sound insulation

  
	
  All
  other new partitions to be ceiling high without sound insulation

  
	
  Soffit to be
  constructed where demising partition removed to tie ceilings together

  
	
  Existing
  ceiling tile to be removed and replaced with new to match the existing space

  
	
  All
  wall surfaces to be painted. Vinyl wall covering is not included

  
	
  Doors
  and frames to be finished to match the existing

  
	
  Storage
  rooms receive vinyl composition tile and vinyl cove base 

  
	
  Remainder
  of the space receive building standard loop pile carpet and vinyl cove base

  
	
  Fire
  sprinkler heads to be relocated as needed for new layout and ceiling tile
  replacement

  
	
  No
  new plumbing work is included

  
	
  Building
  HVAC system to be modified as needed for new tenant layout

  
	
  No
  special or supplemental HVAC system is included

  
	
  New
  electrical work limited to

  
	
  New
  executive office

  
	
  New
  storage rooms

  
	
  Modular
  partitions where demising partition is removed

  
	
  Exit
  and emergency lights to be installed as per code requirements

  
	
  Fire
  alarm devices to be installed as per code requirements