EXHIBIT 10.20


STANDARD FORM

INDUSTRIAL BUILDING LEASE

(MULTI-TENANT)


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


1.1.                            Date
of Lease:


1.2.                            Landlord:               First
Industrial Texas L.P.                                                                   


1.3.                            Tenant:                                  Liquidity
Services, Inc.                                                                       


1.4.                            Premises:  The Premises are located as shown on  the floor plan attached as Exhibit A-1 and it is agreed are
conclusively stipulated to contain 
49,833 rentable square feet in the building commonly known as 12750
Perimeter Drive, Suite 154, Dallas, Texas 75228 (the “Building”) and the Building is conclusively
stipulated to contain 178,200 rentable square feet.


1.5.                            Property:  The land described on Exhibit A and the Building and other
improvements situated thereon.


1.6.                            Lease
Term:  3 years 2  months (“Term”),
commencing March 1, 2005 (“Commencement Date”)
and ending April 30, 2008, subject to Section
13.1 below, (“Expiration Date”).


1.7.                            Permitted
Uses:  (See Section 4.1)    general warehouse and distribution                                 


1.8.                            Tenant’s
Guarantor:  (if none, so state)  None                                                                


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


1.10.                     Security/Damage
Deposit:  (See Section 4.4)  $14,466.06



1.11.                     Initial
Estimated Additional Rent Payable by Tenant: 
$3,658.08 per month


1.12.                     Tenant’s
Proportionate Share: 27.993%


1.13.                     Riders to
Lease:  The following riders are attached
to and made a part of this Lease. (If none, so state)                 Exhibit A, A-1, B, C, D & E                 


2.             LEASE OF PREMISES; RENT.


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


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




	
  Lease Period

  	
   

  	
   

  	
   

  	
  Annual Base Rent

  	
   

  	
  Monthly Base Rent

  	
   

  	
  Per Square Foot Base Rent

  	
   

  
	
  03/01/05 — 04/30/05

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  	
  $

  	
  0.00

  	
   

  
	
  05/01/05 — 04/30/06

  	
   

  	
  $

  	
  112,236.75

  	
   

  	
  $

  	
  9,353.06

  	
   

  	
  $

  	
  2.25

  	
   

  
	
  05/01/06 — 04/30/07

  	
   

  	
  $

  	
  124,707.50

  	
   

  	
  $

  	
  10,392.29

  	
   

  	
  $

  	
  2.50

  	
   

  
	
  05/01/07 —
  04/30/08

  	
   

  	
  $

  	
  137,178.25

  	
   

  	
  $

  	
  11,431.52

  	
   

  	
  $

  	
  2.75

  	
   

  






 


Tenant shall also pay
Tenant’s Proportionate Share (as set forth in Section 1.12)
of Operating Expenses (as hereinafter defined), Tenant’s Proportionate Share of
any and all Reserve Expenses (as hereinafter defined) and any other amounts
owed by Tenant hereunder [collectively, “Additional Rent”]. 
In the event any monthly installment of Base Rent or Additional Rent, or
both, is not paid within 10 days of the date when due, a late charge in an
amount equal to 5% of the then delinquent installment of Base Rent and/or
Additional Rent [the “Late Charge”;
the Late Charge, Default Interest (as defined in Section 22.3
below), Base Rent and Additional Rent shall collectively be referred to as “Rent”] shall be paid by Tenant to Landlord, c/o First Industrial Texas, L.P., P.O. Box
730816, Dallas, TX, 75373-0816 or if sent by overnight courier to Bank One
National Processing Corp., 14800 Frye Rd., Fort



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Worth, Texas 76155
Attention First Industrial Texas, LP, PO Box 730816 or such other entity
designated as Landlord’s management agent, if any, and if Landlord so appoints
such a management agent, the “Agent”), or
pursuant to such other directions as Landlord shall designate in this Lease or
otherwise in writing.


2.3.         Covenants
Concerning Rental Payments.  Tenant shall pay the Rent promptly when due,
without notice or demand, and without any abatement, deduction or setoff,
except as may otherwise be expressly and specifically provided in this
Lease.  No payment by Tenant, or receipt
or acceptance by Agent or Landlord, of a lesser amount than the correct Rent
shall be deemed to be other than a payment on account, nor shall any
endorsement or statement on any check or letter accompanying any payment be
deemed an accord or satisfaction, and Agent or Landlord may accept such payment
without prejudice to its right to recover the balance due or to pursue any
other remedy available to Landlord.  If
the Commencement Date occurs on a day other than the first day of a calendar
month, the Rent due for the first calendar month of the Term shall be prorated
on a per diem basis (based on a 360 day, 12 month year) and paid to Landlord on
the Commencement Date, and the Term will be extended to terminate on the last
day of the calendar month in which the Expiration Date stated in Section 1.6 occurs.  Simultaneously with the execution and
delivery of this Lease, Tenant shall deposit with Landlord or Agent an amount
equal to the sum of  (i) the first
monthly installment of Base Rent payable under this Lease, as set forth in Section 2.2 above and (ii)  the sum 
designated as the Initial Estimated Additional Rent as set forth in Section 1.10 above, in cash.   Tenant’s deposit of the foregoing items,
together with the amount of the Security deposit specified in Section 1.10 above shall constitute a
condition precedent to the Landlord’s obligations under this Lease, and Tenant’s
failure to make such deposit shall constitute an event of default by Tenant
under this Lease.


3.             OPERATING EXPENSES.


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


3.1.1.      Operating
Expenses. 
The term “Operating Expenses”
shall mean all costs and expenses paid or incurred with respect to the
ownership, repair, replacement, restoration, maintenance and operation of the
Property, including, without limitation, the following:  (i) services provided directly by employees
of Landlord or Agent in connection with the operation, maintenance or rendition
of other services to or for the Property; (ii) to the extent not separately
metered, billed, or furnished, all charges for utilities and services furnished
to either or both of the Property and the Premises (including, without
limitation, the Common Areas [as hereinafter defined]), together with any taxes
on such utilities; (iii) all premiums for casualty, workers’ compensation,
liability, boiler, flood and all other types of insurance provided by Landlord
and relating to the Property, all third party administrative costs incurred in
connection with the procurement and implementation of such insurance policies,
and all deductibles paid by Landlord pursuant to insurance policies required to
be maintained by Landlord under this Lease; (iv) the cost of all supplies,
tools, materials and equipment utilized in the ownership and operation of the
Property, and sales and other taxes thereon; (v) amounts charged (including,
without limitation, those costs and expenses set forth in Section 13.2 (i) below) by any or all of
contractors, materialmen and suppliers for services, materials and supplies
furnished to Landlord in connection with any or all of the operation, repair
and maintenance of any part of the Property (together with a reasonable
overhead and administrative fee to Landlord), including, without limitation,
the structural elements of the Property and the Common Areas; (vi) management
fees to Landlord or Agent or other persons or management entities actually
involved in the management and operation of the Property; (vii) any capital
improvements made by, or on behalf of, Landlord to the Property that are either
or both (a) designed to reduce Operating Expenses and (b) required to keep the
Property in compliance with all governmental laws, rules and regulations
applicable thereto, from time to time, the cost of which capital improvements
shall be reasonably amortized by Landlord over the useful life of the
improvement, in accordance with generally accepted accounting principles;
(viii) all professional fees incurred in connection with the operation,
management and maintenance of the Property; and (ix) Taxes, as hereinafter
defined in Section 3.1.2.  Notwithstanding any other provision herein to
the contrary, it is agreed that if the Property is not fully occupied during
any calendar year, then an adjustment shall be made in computing the Operating
Expenses for such calendar year so that the Operating Expenses are computed as
though the Property had been fully occupied during such calendar year.  To the extent that Landlord incurs any
expenses (such as, by way of illustration only, multi-property  service contracts or blanket insurance policies)
in respect of both the Property and any other properties owned by Landlord,
Landlord may include a fair and equitable apportionment of such expenses in
Operating Expenses.  For the purposes of
computing Operating Expenses for the initial term of this Lease, the portion of
Operating Expenses consisting of costs and expenses within the direct
contractual control of Landlord (collectively, “Controllable Expenses”) shall
be deemed to increase at a rate no greater than ten percent (10%) per annum on
a cumulative compounded basis over the term of this Lease.   Notwithstanding anything in this Lease to
the contrary, Controllable Expenses shall include all expenses except for
insurance premiums, utilities costs, and Taxes.


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


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



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


3.3.         Payment
of Additional Rent.  Landlord shall have the right to reasonably
estimate the Operating Expenses for each Operating Year.  Upon Landlord’s or Agent’s notice to Tenant
of such estimated amount, Tenant shall pay, on the first day of each month during
that Operating Year, an amount (the “Estimated
Additional Rent”) equal to the estimate of the Tenant’s
Proportionate Share of Operating Expenses divided by 12 (or the fractional
portion of the Operating Year remaining at the time Landlord delivers its
notice of the estimated amounts due from Tenant for that Operating Year).  Landlord may during the course of any
Operating Year, redetermine the amount of its estimate of Operating Expenses
for such Operating Year and adjust the amount of Estimated Additional Rent  accordingly, whereupon Tenant shall pay the
adjusted Estimated Additional Rent from and after the first day of the month
following the month in which Landlord delivers to Tenant written notice of  such adjustment of Estimated Additional
Rent.  If the aggregate amount of
Estimated Additional Rent actually paid by Tenant during any Operating Year is
less than Tenant’s actual ultimate liability for Operating Expenses for that
particular Operating Year, Tenant shall pay the deficiency within 30 days of
Landlord’s written demand therefor.  If
the aggregate amount of Estimated Additional Rent actually paid by Tenant
during a given Operating Year exceeds Tenant’s actual liability for such
Operating Year, the excess shall be credited against the Estimated Additional
Rent next due from Tenant during the immediately subsequent Operating Year,
except that in the event that such excess is paid by Tenant during the final
Lease Year, then upon the expiration of the Term, Landlord or Agent shall pay
Tenant the then-applicable excess promptly after determination thereof.  No interest shall be payable to Tenant on
account of payments of Estimated Additional Rent or deposits to the Maintenance
Reserve, and such payments may be commingled. If there exists any dispute as to
(i) the amount of Additional Rent, (ii) whether a particular expense is
properly included in Additional Rent or (iii) Landlord’s calculation of
Additional Rent (each an “Additional Rent Dispute”), the events, errors, acts
or omissions giving rise to such Additional Rent Dispute shall not constitute a
breach or default by Landlord under this Lease and even if a judgment resolving
the Additional Rent Dispute is entered against Landlord,  this Lease shall remain in full force and
effect and Landlord shall not be liable for any consequential damages resulting
from the event, error, act or omission giving rise to such Additional Rent
Dispute.  Notwithstanding the existence
of an Additional Rent Dispute, Tenant shall pay timely the amount of Additional
Rent which is in dispute and will continue to make all subsequent payments of
Additional Rent as and when required under this Lease, provided that the
payment of such disputed amount and other amounts shall be without prejudice to
Tenant’s position.


3.4      Compliance with Computation
Requirements and Waiver of Statute.  Landlord and Tenant are knowledgeable and
experienced in real estate transactions. 
Landlord and Tenant agree that each provision of this Lease for
determining charges, amounts and additional rent payable by Tenant (including,
without limitation, payments under Sections 3.1, 3.2, and 3.3 above) is
commercially reasonable and, as to each such charge or amount, constitutes a “method
by which the charge is to be computed” for purposes of Section 93.004 of the
Texas Property Code, as enacted by House Bill 2186, 77 th Legislature, and
agree that the provisions of this Lease for determining charges, amounts and
additional rent payable by Tenant (including, without limitation, payments
under Sections  3.1, 3.2, and 3.3 above ) are commercially reasonable and valid  even though such methods may not state a
precise mathematical formula for determining such charges.  Accordingly, Tenant voluntarily and knowingly
waives all rights and benefits of Tenant under Section 39.004 of The Texas
Property Code, as enacted by House Bill 2186, 77th Legislature, as such section may from time to
time be amended.


 3.5         Real Estate Tax Protest.  Section 41.413 of the Texas Property Tax Code
may give Tenant the right to protest before the appropriate appraisal review
board a determination of the appraised value of the Property if Landlord does
not so protest and requires Landlord to deliver to Tenant a notice of any
determination of the appraised value of the Property.  Tenant acknowledges that the Property is a
multi-tenant facility, that any filing of a protest of appraised value by
Tenant will give the appraisal district discretion to increase or decrease the
appraised value, that an increase in the appraised value will affect Landlord
and the other tenants of the Property, and that an increase in the appraised
value may increase the taxes not only for the year in question but for future
years, potentially beyond expiration of the Lease Term.  Accordingly, to the extent permitted by
applicable law, Tenant hereby waives the provisions of §41.413 of the
Texas Property Tax Code (or any successor thereto).  In the alternative, if §41.413 of the Texas
Property Tax Code may not be waived, Tenant agrees not to protest any valuation
unless Tenant notifies Landlord in writing of Tenant’s intent so to protest and
Landlord fails to protest the valuation within fifteen (15) days after Landlord
receives Tenant’s written notice.  If
Tenant files a protest without giving the written notice required by the
preceding sentence, such filing shall be an event of default under this Lease
without the necessity of any notice from Landlord,  notwithstanding any other provisions of  this Lease to the contrary.  Furthermore, if Tenant exercises the right of
protest granted by §41.413 of the Texas Property Tax Code, Tenant shall be
solely responsible for, and shall pay, all costs of such protest.  If as a result of any protest filed by
Tenant, the appraised value of the Property is increased by the appraisal
board, Tenant shall be solely responsible for, and shall pay upon demand by
Landlord, all taxes (not only Tenant’s Pro Rata Share Percentage of Real Estate
Taxes) assessed against the Property in excess of the taxes which would have
been payable in the absence of the protest. 
Tenant shall continue to pay such excess taxes until the determination
of appraised value of the Property is changed by the appraisal review board, regardless of whether the increased taxes are incurred during the term
of the Lease or thereafter. 
Landlord agrees, upon request by Tenant, to provide to Tenant a copy of
the determination of appraised value for any year.  The payment obligations of Tenant under this
Section 3.5 shall survive the expiration or other termination of this Lease.



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


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


4.2.         Use
of Common Areas. 
As used herein, “Common Areas”
shall mean all areas within the Property that are available for the common use
of tenants of the Property and that are not leased or held for the exclusive
use of Tenant or other tenants or licensees, including, but not limited to,
parking areas, driveways, sidewalks, loading areas, access roads, corridors,
landscaping and planted areas.  Tenant
shall have the nonexclusive right to use the Common Areas for the purposes
intended, subject to such reasonable rules and regulations as Landlord may
uniformly establish from time to time. 
Tenant shall not interfere with the rights of any or all of Landlord,
other tenants or licensees, or any other person entitled to use the Common
Areas.  Without limitation of the
foregoing, Tenant shall not park or store any vehicles or trailers on, or
conduct truck loading and unloading activities in, the Common Areas in a manner
that unreasonably disturbs, disrupts or prevents the use of the Common Areas by
Landlord, other tenants or licensees or other persons entitled to use the
Common Areas.  Landlord, from time to
time, may change any or all of the size, location, nature and use of any of the
Common Areas although such changes may result in inconvenience to Tenant, so
long as such changes do not materially and adversely affect Tenant’s use of the
Premises.  In addition to the foregoing,
Landlord may, at any time, close or suspend access to any Common Areas to
perform any acts in the Common Areas as, in Landlord’s reasonable judgment, are
desirable to improve or maintain either or both of the Premises and the
Property, or are required in order to satisfy Landlord’s obligations under
either or both of Sections 13.2
and 18; provided, however, that
Landlord shall use reasonable efforts to limit any disruption of Tenant’s use
and operation of the Premises in connection therewith.


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


4.4.         Security/Damage
Deposit. 
Simultaneously with the execution and delivery of this Lease, Tenant
shall deposit with Landlord or Agent the sum set forth in Section 1.10 above, in cash (the “Security”), representing security for the
performance by Tenant of the covenants and obligations hereunder, the amount of
which Security was determined by adding the last installments of monthly Base
and Additional Rent.  The Security shall
be held by Landlord or Agent, without interest, in favor of Tenant; provided,
however, that no trust relationship shall be deemed created thereby and the
Security may be commingled with other assets of Landlord.  If Tenant defaults in the performance of any
of its covenants hereunder, Landlord or Agent may, without notice to Tenant,
apply all or any part of the Security, to the extent required for the payment
of any Rent or other sums due from Tenant hereunder, in addition to any other
remedies available to Landlord.  In the
event the Security is so applied, Tenant shall, upon demand, immediately
deposit with Landlord or Agent a sum equal to the amount so used.  If Tenant fully and faithfully complies with
all the covenants and obligations hereunder, the Security (or any balance
thereof) shall be returned to Tenant within 30 days after the last to occur of
(i) the date the Term expires or terminates or (ii) delivery to Landlord of
possession of the Premises; provided, however, that the Security shall be
returned on such earlier date as may be required under then applicable law in
the event that the following waiver is not enforceable under then applicable
law; provided, further, however, that Tenant, to the fullest extent
permitted under applicable law hereby waives Tenant’s rights and remedies under
Sections 93.04 through 93.011 of the Texas Property Code, as same may from time
to time be amended, and in any event Tenant agrees that Landlord may deduct
from the Security Deposit, if same is subject to such rights and remedies, all
damages that Landlord has suffered or that Landlord reasonably estimates that
it will suffer as a result of any breach of this Lease. Landlord may deliver
the Security to any purchaser of Landlord’s interest in the Premises [or any
Successor Landlord (defined below), if applicable], and thereupon Landlord and
Agent shall be discharged from any further liability with respect to the
Security.


5.             CONDITION AND DELIVERY OF PREMISES.


5.1.         Condition
of Premises. 
Tenant agrees that Tenant is familiar with the condition of both the
Premises and the Property, and Tenant hereby accepts the foregoing on an “AS-IS,”
“WHERE-IS” basis.  Tenant acknowledges
that neither Landlord nor Agent, nor any representative of Landlord, has made
any representation as to the condition of the foregoing or the suitability of
the foregoing for Tenant’s intended use. 
Tenant represents and warrants that Tenant has made its own inspection
of the foregoing.  Neither Landlord nor
Agent shall be obligated to make any repairs, replacements or improvements
(whether structural or otherwise) of any kind or nature to the foregoing in
connection with, or in consideration of, this Lease, except (a) as set forth in
Sections 13.2 and 18 and



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(b) with respect to all (if any) repairs and
improvements expressly and specifically described in Exhibit B
attached hereto (“Landlord Work Items”).  Landlord agrees to make reasonable efforts to
enforce, or cause Agent to enforce, upon Tenant’s request, all manufacturer’s
or contractor’s warranties, if any, issued in connection with any of the
Landlord Work Items.


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


6.             SUBORDINATION; NOTICES TO SUPERIOR LESSORS AND
MORTGAGEES; ATTORNMENT.


6.1.         Subordination.  Provided that Tenant is provided with a  subordination, nondisturbance and attornment
agreement duly executed by the holder of any mortgage or deed of trust or the
landlord pursuant to any ground lease, this Lease shall be subject and subordinate
at all times to (a) all ground leases or underlying leases that may now exist
or hereafter be executed affecting either or both of the Premises and the
Property and (b) any mortgage or deed of trust that may now exist or hereafter
be placed upon, and encumber, any or all of (x) the Property; (y) any ground
leases or underlying leases for the benefit of the Property; and (z) all or any
portion of Landlord’s interest or estate in any of said items.  Notwithstanding the foregoing, Landlord shall
have the right to subordinate or cause to be subordinated any such ground
leases or underlying leases that benefit the Property or any such mortgage or
deed of trust liens to this Lease. 
Tenant shall execute and deliver, upon demand by Landlord and in the
form reasonably requested by Landlord, any additional documents evidencing the
priority of subordination of this Lease with respect to any such ground leases
or underlying leases for the benefit of the Property or any such mortgage or
deed of trust.


6.2.         Estoppel
Certificates. 
Tenant agrees, from time to time and within 10 days after request by
Landlord, to deliver to Landlord, or Landlord’s designee, an estoppel
certificate stating such matters pertaining to this Lease as may be reasonably
requested by Landlord.  Failure by Tenant
to timely execute and deliver such certificate shall constitute an event of
default and an acceptance of the Premises and acknowledgment by Tenant that the
statements included therein are true and correct without exception. Landlord
and Tenant intend that any statement delivered pursuant to this section may be
relied upon by any prospective purchaser or mortgagee of the Property or of any
interest therein or any other Landlord designee.


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


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


8.             ASSIGNMENT, SUBLETTING AND MORTGAGING.


8.1.         Prohibition.  Tenant acknowledges that this Lease and the
Rent due under this Lease have been agreed to by Landlord in reliance upon
Tenant’s reputation and creditworthiness and upon the continued operation of
the Premises by Tenant for the particular use described in Section 4.1 above; therefore, Tenant shall
not, whether voluntarily, or by operation of law, or otherwise: (a) assign or
otherwise transfer this Lease; (b) sublet the Premises or any part thereof, or
allow the same to be used or occupied by anyone other than Tenant; or (c)
mortgage, pledge, encumber, or otherwise hypothecate this Lease or the
Premises, or any part thereof, in any manner whatsoever, without in each
instance obtaining the prior written consent of Landlord, which consent may be
given or withheld in Landlord’s sole discretion.  Any purported assignment, mortgage, transfer,
pledge or sublease made without the prior written consent of Landlord shall be
absolutely null and void.  No assignment
of this Lease shall be effective and valid unless and until the assignee
executes and delivers to Landlord any and all documentation reasonably required
by Landlord in order to evidence assignee’s assumption of all obligations of
Tenant hereunder.  Any consent by
Landlord to a particular assignment, sublease or mortgage shall not constitute
consent or approval of any subsequent assignment, sublease or mortgage, and
Landlord’s written approval shall be required in all such



 5
 






 



instances.  No
consent by Landlord to any assignment or sublease shall be deemed to release
Tenant from its obligations hereunder and Tenant shall remain fully liable for
performance of all obligations under this Lease.


8.2.         Rights
of Landlord. 
If this Lease is assigned, or if the Premises (or any part thereof) are
sublet or used or occupied by anyone other than Tenant, whether or not in
violation of this Lease, Landlord or Agent may (without prejudice to, or waiver
of its rights), collect Rent from the assignee, subtenant or occupant.  Landlord or Agent may apply the net amount
collected to the Rent herein reserved, but no such assignment, subletting,
occupancy or collection shall be deemed a waiver of any of the provisions of
this Section 8.  With respect to the allocable portion of the
Premises sublet, in the event that the total rent and any other considerations
received under any sublease by Tenant is greater than the total Rent required
to be paid, from time to time, under this Lease, Tenant shall pay to Landlord
one hundred percent (100%) of such excess as received from any subtenant and
such amount shall be deemed a component of the Additional Rent.


8.3.         Permitted
Transfers. 
The provisions of Section 8.1(a)
shall apply to a transfer of a majority (i.e. greater than 50% interest)
of the voting stock of Tenant or to any other change in voting control of
Tenant (if Tenant is a corporation), or to a transfer of a majority of the
general partnership or membership interests in Tenant (if Tenant is a
partnership or a limited liability company) or to a change in the managerial
control of Tenant, or to any comparable transaction involving any other form of
business entity, whether effectuated in one 
or more transactions, as if such transfer were an assignment of this
Lease; but said provisions shall not apply to such a transfer, provided, in any
of such events, the successor to Tenant (or any party remaining liable for the
obligations of Tenant hereunder):  (i)
has a net worth at least equal to the net worth of Tenant as of the
Commencement Date or (ii) is capable of satisfying Tenant’s obligations
hereunder, in Landlord’s reasonable judgment. 
Any such permitted transferee shall execute and deliver to Landlord any
and all documentation reasonably required by Landlord in order to evidence
assignee’s assumption of all obligations of Tenant hereunder.  Notwithstanding anything to the contrary
contained in this Section 8.3, in
no event may Tenant assign, mortgage, transfer, pledge or sublease this Lease
to any entity whatsoever if, at the time of such assignment, mortgage,
transfer, pledge or sublease, Tenant is in default under this Lease.


9.             COMPLIANCE WITH LAWS.


9.1.         Compliance
with Laws. 
Tenant shall, at its sole expense (regardless of the cost thereof),
comply with all local, state and federal laws, rules, regulations and
requirements now or hereafter in force and all judicial and administrative
decisions in connection with the enforcement thereof (collectively, “Laws”), pertaining to either or both of the
Premises and Tenant’s use and occupancy thereof.  If any license or permit is required for the
conduct of Tenant’s business in the Premises, Tenant, at its expense, shall
procure such license prior to the Commencement Date, and shall maintain such
license or permit in good standing throughout the Term.  Tenant shall give prompt notice to Landlord
of any written notice it receives of the alleged violation of any Law or
requirement of any governmental or administrative authority with respect to
either or both of the Premises and the use or occupation thereof. The judgment
of any court of competent jurisdiction, or the admission of Tenant in any
action or proceeding against Tenant, whether Landlord is a party thereto or
not, that any such Law pertaining to the Premises has been violated, shall be
conclusive of that fact as between Landlord and Tenant.


9.2.         Hazardous
Materials. 
Tenant agrees and covenants that: (i) Tenant shall, at its own cost, at
all times comply (and cause all others to comply) with all laws (federal, state
or local) relating to Hazardous Materials, including, but not limited to, all
Environmental Laws (defined below), and Tenant shall further, at its own cost,
obtain and maintain in full force and effect at all times all permits and other
approvals required in connection therewith; (ii) Tenant shall promptly provide
Landlord or Agent with complete copies of all communications, permits or
agreements with, from or issued by any governmental authority or agency
(federal, state or local) or any private entity relating in any way to the presence,
release, threat of release, or placement of Hazardous Materials on or in the
Premises or any portion of the Property, or the generation, transportation,
storage, use, treatment, or disposal at, on, in or from the Premises, of any
Hazardous Materials; (iii) Landlord, Agent and their respective agents and
employees shall have the right to either or both (x) enter the Premises and (y)
conduct appropriate tests for the purposes of ascertaining Tenant’s compliance
with all applicable laws (including Environmental Laws), rules or permits
relating in any way to the generation, transport, storage, use, treatment,
disposal or presence of Hazardous Materials on, at, in or from all or any
portion of either or both of the Premises and the Property; and (iv) upon written
request by Landlord or Agent, Tenant shall provide Landlord with the results of
reasonably appropriate tests of air, water or soil to demonstrate that Tenant
complies with all applicable laws, rules or permits relating in any way to the
generation, transport, storage, use, treatment, disposal or presence of
Hazardous Materials on, at, in or from all or any portion of either or both of
the Premises and the Property.  This Section 9.2 does not authorize the
generation, transportation, storage, use, treatment or disposal of any
Hazardous Materials at, to, from, on or in the Premises in contravention of
this Section 9.  If, at any time or from time to time during
the Term (or any extension thereof), any Hazardous Material (defined below) is
generated, created,  transported, stored,
used, treated or disposed of at, to, from, on or in either or both of the
Premises and the Property by, or as a result of any act or omission of, any or
all of Tenant and any or all of Tenant’s Parties (defined below), Tenant covenants
to investigate, clean up and otherwise remediate, at Tenant’s sole expense, any
release of Hazardous Materials caused, contributed to, or created by any or all
of (A) Tenant and (B) any or all of Tenant’s officers, directors, members,
managers, partners, invitees, agents, employees, contractors or representatives
(“Tenant Parties”) during the
Term.  Such investigation and remediation
shall be performed only after Tenant has obtained Landlord’s prior written
consent; provided, however, that Tenant shall be entitled to respond
immediately to an emergency without first obtaining such consent.  All remediation shall be performed in strict
compliance with Environmental Laws in accordance with the highest standards of
remediation and to the reasonable satisfaction of Landlord.  Tenant shall be liable for any and all
conditions covered hereby, and for all costs relating thereto, that are caused
or created by any or all of Tenant and any or all of Tenant’s Parties.  Tenant shall not enter into any settlement agreement,
consent decree or other compromise with respect to any claims relating to any
Hazardous Materials in any way connected to the Premises



 6
 






 



without first obtaining Landlord’s written consent
(which consent may be given or withheld in Landlord’s sole, but reasonable,
discretion) and affording Landlord the reasonable opportunity to participate in
any such proceedings.  As used herein,
the term (x) “Environmental Laws” shall mean any
and all laws pertaining to Hazardous Materials or that otherwise deal with, or
relate to, air or water quality, air emissions, soil or ground conditions or
other environmental matters of any kind; and (y) “Hazardous
Materials” shall mean any waste, material or substance (whether in
the form of liquids, solids or gases, and whether or not organic or inorganic
or embedded or airborne) that is or may be deemed to be or include a pesticide,
petroleum, asbestos, polychlorinated biphenyl, radioactive material, urea
formaldehyde or any other pollutant or contaminant or material or substance
that is or may be deemed to be hazardous, toxic, ignitable, reactive,
corrosive, dangerous, harmful or injurious, or that presents a risk to public
health or to the environment, and that is or becomes regulated by any
Environmental Law.  The undertakings,
covenants and obligations imposed on Tenant under this Section 9.2
shall survive the termination or expiration of this Lease.


9.3.                         Presumptions.  In any case where there is any dispute or
controversy regarding the source of any Hazardous Materials, unless it is
clearly and indisputably proven that such Hazardous Materials were present in
the Premises on or before the Lease Execution Date or thereafter placed therein
by (a)  Landlord or its employees, agents
or contractors, or (b) by any tenant of the Building other than Tenant, or (c)
by any other third party not affiliated with Tenant, it shall be conclusively
deemed for all purposes of this Lease that such Hazardous Materials were placed
in the Premises by Tenant or one of the Tenant Parties.


10.          INSURANCE.


10.1.       Insurance
to be Maintained by Landlord.  Landlord shall maintain (a) “all-risk”
property insurance policy covering the Property (at its full replacement cost),
but excluding Tenant’s Property (defined below), and (b) commercial general public
liability insurance covering Landlord for claims arising out of liability for
bodily injury, death, personal injury, advertising injury and property damage
occurring in and about the Property and otherwise resulting from any acts and
operations of Landlord, its agents and employees, and (c) rent loss insurance,
all of the above with limits that are required by any lender(s) of Landlord, or
as are otherwise reasonably determined by Landlord.


10.2.       Insurance
to be Maintained by Tenant.  Tenant shall purchase, at its own expense,
and keep in force at all times during this Lease the policies of insurance set
forth below in Sections 10.2.1 and
10.2.2 (collectively, “Tenant’s Policies”).  All Tenant’s Policies shall (a) be issued by
an insurance company with a Best rating of A-X or better and otherwise
reasonably acceptable to Landlord and shall be licensed to do business in the
state in which the Property is located; (b) provide that said insurance shall
not be canceled or materially modified unless 30 days’ prior written notice
shall have been given to Landlord; and (c) otherwise be in such form, and
include such coverages, as Landlord may reasonably require.  All Tenant’s Policies (or, at Landlord’s
option, Certificates of Insurance, in a form reasonably acceptable to Landlord,
evidencing said Tenant’s Policies), shall be delivered to Landlord by Tenant
upon commencement of the Lease and renewals thereof shall be delivered at least
30 days prior to the expiration of each Tenant’s Policy.  Tenant shall give prompt notice to Landlord
and Agent of any bodily injury, death, personal injury, advertising injury or
property damage occurring in and about the Property.


10.2.1.    General
Liability and Auto Insurance.  Tenant shall purchase and maintain,
throughout the Term, a Tenant’s Policy(ies) of (i) commercial general or excess
liability insurance, including personal injury and property damage, in the
amount of not less than $2,000,000.00 per occurrence, and $5,000,000.00 annual
general aggregate, per location; (ii) comprehensive automobile liability
insurance covering Tenant against any losses arising out of liability for
personal injuries or deaths of persons and property damage occurring in or
about the Premises in the amount of not less than $1,000,000, combined single
limit.  The Tenant’s Policies required by
this Section 10.2.1 shall (a) name
Landlord, Agent, and any party holding an interest to which this Lease may be
subordinated as additional insureds; (b) provide coverage on an occurrence
basis; (c) provide coverage for the indemnity obligations of Tenant under this
Lease; (d) contain a severability of insured parties provision and/or a cross
liability endorsement; (e) be primary, not contributing with, and not in excess
of, coverage that Landlord may carry; and (f) provide coverage with no
exclusion for a pollution incident arising from a hostile fire.


10.2.2.    Property
and Workers’ Compensation Insurance.  Tenant shall purchase and maintain,
throughout the Term, a Tenant’s Policy or Policies of (i) “all-risk” property
insurance covering Tenant’s Property (at its full replacement cost), and damage
to other property resulting from any acts or operations of Tenant, and (ii)
workers’ compensation insurance per the applicable state statutes covering all
employees of Tenant.


10.3.       Waiver
of Subrogation. 
To the extent permitted by law, and without affecting the coverage
provided by insurance required to be maintained hereunder, Landlord and Tenant
each waive any right to recover against the other for (a) damages to property,
(b) damages to all or any portion of either or both of the Premises and the
Property, (c) claims arising by reason of the foregoing, to the extent such
damages and claims are insured against, or required to be insured against, by
Landlord or Tenant under this Lease, or (d) claims paid by Tenant’s workers’
compensation carrier.  This provision is
intended to waive, fully and for the benefit of each party, any rights and/or
claims which might give rise to a right of subrogation by any insurance
carrier.  The coverage obtained by each
party pursuant to this Lease shall include, without limitation, a waiver of
subrogation by the carrier which conforms to the provisions of this section.


11.          ALTERATIONS.


11.1.       Procedural
Requirements. 
Tenant may, from time to time, at its expense, make alterations or
improvements in and to the Premises (hereinafter collectively referred to as “Alterations”), provided



 7
 






 



that Tenant first obtains the written consent of
Landlord in each instance.  Landlord’s
consent to Alterations shall not be unreasonably withheld, provided that:  (a) the Alterations are non-structural and
the structural integrity of the Property shall not be affected; (b) the
Alterations are to the interior of the Premises; (c) the proper functioning of
the mechanical, electrical, heating, ventilating, air-conditioning (“HVAC”), sanitary and other service systems of the Property
shall not be affected and the usage of such systems by Tenant shall not be
increased; (d) the Alterations have no adverse effect on other leased premises
in the Property; (e) Tenant shall have appropriate insurance coverage,
reasonably satisfactory to Landlord, regarding the performance and installation
of the Alterations; (f) the Alterations shall conform with all other
requirements of this Lease; and (g) Tenant shall have provided Landlord with
reasonably detailed plans for such Alterations in advance of requesting
Landlord’s consent.  Additionally, before
proceeding with any Alterations, Tenant shall (i) at Tenant’s expense, obtain
all necessary governmental permits and certificates for the commencement and
prosecution of Alterations; (ii) submit to Agent, for Landlord’s written
approval, working drawings, plans and specifications and all permits for the
work to be done and Tenant shall not proceed with such Alterations until it has
received said approval; and (iii) cause those contractors, materialmen and
suppliers engaged to perform the Alterations to deliver to Landlord
certificates of insurance (in a form reasonably acceptable to Landlord)
evidencing policies of commercial general liability insurance (providing the
same coverages as required in Section 10.2.1 above)
and workers’ compensation insurance. 
Such insurance policies shall satisfy the obligations imposed under Section 10.2.1(a) through (d) and
(f). 
After obtaining Landlord’s approval to the Alterations, Tenant shall
give Landlord at least five days’ prior written notice of the commencement of
any Alterations at the Premises, and Landlord may elect to record and post
notices of non-responsibility at the Premises. 
Notwithstanding anything to the contrary contained in this Section 11.1, Landlord’s consent shall not be required for
Alterations satisfying clauses (a) through (f) above and costing $10,000.00 or
less in any one instance (up to a maximum aggregate of $25,000.00 over the
Term) provided that Tenant notifies Landlord of such Alterations prior to
commencing thereon and obtains all approvals and permits necessary for the
commencement and prosecution of such Alterations.


11.2.       Performance
of Alterations. 
Tenant shall cause the Alterations to be performed in compliance with
all applicable permits, laws and requirements of public authorities, and with
Landlord’s reasonable rules and regulations or any other restrictions that Landlord
or Agent may impose on the Alterations. 
Tenant shall cause the Alterations to be diligently performed in a good
and workmanlike manner, using new materials and equipment at least equal in
quality and class to the standards for the Property established by  Landlord or Agent.  Tenant shall obtain all necessary permits and
certificates for final governmental approval of the Alterations and shall
provide Landlord with “as built” plans, copies of all construction contracts,
governmental permits and certificates and proof of payment for all labor and
materials, including, without limitation, copies of paid invoices and final
lien waivers.


11.3.       Lien
Prohibition. 
Tenant shall pay when due all claims for labor and material furnished to
the Premises in connection with the Alterations.  Tenant shall not permit any mechanics or
materialmen’s liens to attach to the Premises or the Property.  Tenant, at its expense, shall procure the
satisfaction or discharge of record of all such liens and encumbrances within 30
days after the filing thereof; or, within such thirty (30) day period, Tenant
shall provide Landlord, at Tenant’s sole expense, with endorsements
(satisfactory, both in form and substance, to Landlord and the holder of any
mortgage or deed of trust) to the existing title insurance policies of Landlord
and the holder of any mortgage or deed of trust, insuring against the existence
of, and any attempted enforcement of, such lien or encumbrance.  In the event Tenant has not so performed,
Landlord may, at its option, pay and discharge such liens and Tenant shall be
responsible to reimburse Landlord, on demand and as Additional Rent under this
Lease, for all costs and expenses incurred in connection therewith, together
with interest thereon at the rate set forth in Section 22.3, which expenses shall include reasonable fees of
attorneys of Landlord’s choosing, and any costs in posting bond to effect
discharge or release of the lien as an encumbrance against the Premises or the
Property.


12.          LANDLORD’S AND TENANT’S PROPERTY.


12.1.       Landlord’s
Property. 
Subject to Section 12.2,
all fixtures, machinery, equipment, improvements and appurtenances attached to,
or built into, the Premises at the commencement of, or during the Term, whether
or not placed there by or at the expense of Tenant, shall become and remain a
part of the Premises; shall be deemed the property of Landlord (the “Landlord’s Property”), without compensation
or credit to Tenant; and shall not be removed by Tenant at the Expiration Date
unless Landlord requests their removal. 
Further, any personal property in the Premises on the Commencement Date,
movable or otherwise, unless installed and paid for by Tenant, shall be and
shall remain the property of Landlord and shall not be removed by Tenant.  In no event shall Tenant remove any of the
following materials or equipment without Landlord’s prior written consent
(which consent may be given or withheld in Landlord’s sole discretion):  any power wiring or power panels, lighting or
lighting fixtures, wall or window coverings, carpets or other floor coverings,
heaters, air conditioners or any other HVAC equipment, fencing or security
gates, or other similar building operating equipment and decorations.


12.2.       Tenant’s
Property. 
All movable non-structural partitions, business and trade fixtures,
machinery and equipment, communications equipment and office equipment that are
installed in the Premises by, or for the account of, Tenant and without expense
to Landlord and that can be removed without structural damage to the Property,
and all furniture, furnishings and other articles of movable personal property
owned by Tenant and located in the Premises (collectively, the “Tenant’s Property”) shall be and shall
remain the property of Tenant and may be removed by Tenant at any time during
the Term, provided Tenant repairs or pays the cost of repairing any damage to
the Premises or to the Property resulting from the installation and/or removal
thereof.  At or before the Expiration Date,
or the date of any earlier termination, Tenant, at its expense, shall remove
from the Premises all of Tenant’s Property and any Alterations (except such
items thereof as constitute Landlord’s Property; or as Landlord shall have
expressly permitted, in writing, to remain, which property shall become the
property of Landlord), and Tenant shall repair (to Landlord’s reasonable
satisfaction) any damage to the Premises or the Property resulting from any
installation and/or removal of Tenant’s Property.  Any other items of Tenant’s Property that shall
remain in the



 8
 






 



Premises after the Expiration Date, or following an
earlier termination date, may, at the option of Landlord, be deemed to have
been abandoned, and in such case, such items may be retained by Landlord as its
property or be disposed of by Landlord, in Landlord’s sole and absolute
discretion and without accountability, at Tenant’s expense.  Notwithstanding the foregoing, if Tenant is
in default under the terms of this Lease, Tenant may remove Tenant’s Property
from the Premises only upon the express written direction of Landlord.


13.          REPAIRS AND MAINTENANCE.


13.1.       Tenant
Repairs and Maintenance.


13.1.1.    Tenant
Responsibilities. 
Throughout the Term, Tenant shall, at its sole cost and expense:  (i) both (x) maintain and preserve, in
first-class condition (subject to normal and customary wear and tear), and (y)
perform any and all repairs and replacements required in order to so maintain
and preserve, in first class condition, the Premises and the fixtures and
appurtenances therein (including, but not limited to, the Premises’ plumbing
and HVAC systems, all doors, overhead or otherwise, glass and levelers located
in the Premises or otherwise available in the Property for Tenant’s sole use;
and excluding, however, only those specific components of the Premises for
which Landlord is expressly responsible under Section
13.2); and (ii) except to the extent Landlord elects to repair and
maintain the HVAC systems as part of General Maintenance Services (as
hereinafter defined), maintain, in full force and effect, a preventative
maintenance and service contract with a reputable service provider for
maintenance of the HVAC systems of the Premises (the “HVAC Maintenance Contract”).  The terms and provisions of any such HVAC
Maintenance Contract shall require that the service provider maintain the
Premises’ HVAC system in accordance with the manufacturer’s recommendations and
otherwise in accordance with normal, customary and reasonable practices in the
geographic area in which the Premises is located and for HVAC systems
comparable to the Premises’ HVAC system.


In addition to Tenant’s obligations under (i) and (ii) above, Tenant
shall also be responsible for all costs and expenses incurred to perform any
and all repairs and replacements (whether structural or non-structural;
interior or exterior; and ordinary or extraordinary), in and to the Premises
and the Property and the facilities and systems thereof, if and to the extent
that the need for such repairs or replacements arises directly or indirectly from
any or all of:  (a) the performance or
existence of any Alterations, (b) the installation, use or operation of Tenant’s
Property in the Premises, (c) the moving of Tenant’s Property in or out of the
Property, and (d) any act, omission, misuse, or neglect of Tenant, any of its
subtenants, or others entering into the Premises by act or omission of Tenant
or any subtenant.  Any repairs or
replacements required to be made by Tenant to any or all of the structural
components of the Property and the mechanical, electrical, sanitary, HVAC, or
other systems of the Property or Premises shall be performed by appropriately
licensed contractors approved by Landlord, which approval shall not be
unreasonably withheld.  All such repairs
or replacements shall be subject to the supervision and control of Landlord,
and all repairs and replacements shall be made with materials of equal or
better quality than the items being repaired or replaced.


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


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


13.2.       Landlord
Repairs. 
Notwithstanding anything contrary herein, Landlord shall repair, replace
and restore the foundation, exterior and interior load-bearing walls, roof
structure and roof covering and tuckpointing of the Property; provided,
however, that (i) all costs and expenses so incurred by Landlord to repair,
replace and restore the above items shall constitute Operating Expenses;
provided, however, that with respect to any costs incurred in the replacement
context, those costs shall not constitute an Operating Expense except to the
extent that such costs so qualify under Section
3.1.1(vii); and (ii) notwithstanding (i) above, in the event that
any such repair, replacement or restoration is necessitated by any or all of
the matters set forth in Sections 13.1(a)
through (d)



 9
 






 



above (collectively, “Tenant
Necessitated Repairs”), then Tenant shall be required to reimburse
Landlord for all costs and expenses that Landlord incurs in order to perform
such Tenant Necessitated Repairs, and such reimbursement shall be paid, in
full, within 10 days after Landlord’s delivery of demand therefor.  Landlord agrees to commence the repairs,
replacements or restoration described in this Section 13.2
within a reasonable period of time after receiving from Tenant written notice
of the need for such repairs.


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


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


16.          LANDLORD’S RIGHTS.  Landlord, Agent and their respective agents,
employees and representatives shall have the right to enter and/or pass through
the Premises at any time or times upon reasonable prior notice (except in the
event of emergency):  (a) to examine and
inspect the Premises and to show them to actual and prospective lenders,
prospective purchasers or mortgagees of the Property or providers of capital to
Landlord and its affiliates; and (b) to make such repairs, alterations,
additions and improvements in or to all or any portion of either or both of the
Premises and the Property, or the Property’s facilities and equipment as
Landlord is required or desires to make. 
Landlord and Agent shall be allowed to take all materials into and upon
the Premises that may be required in connection with any repairs, alterations,
additions or improvements, without any liability to Tenant and without any
reduction or modification of Tenant’s covenants and obligations hereunder;
provided, however, that Landlord shall use reasonable efforts to limit
interference with Tenant’s business operations and Tenant’s occupancy and use
of the Premises.  During the period of
six months prior to the Expiration Date (or at any time, if Tenant has vacated
or abandoned the Premises or is otherwise in default under this Lease),
Landlord and its agents may exhibit the Premises to prospective tenants.  Additionally, Landlord and Agent shall have the
following rights with respect to the Premises, exercisable without notice to
Tenant, without liability to Tenant, and without being deemed an eviction or
disturbance of Tenant’s use or possession of the Premises or giving rise to any
claim for setoff or abatement of Rent: 
(i) to designate and approve, prior to installation, all types of signs;
(ii) to have pass keys, access cards, or both, to the Premises; and (iii) to
decorate, remodel, repair, alter or otherwise prepare the Premises for
reoccupancy at any time after Tenant vacates or abandons the Premises for more
than 30 consecutive days or without notice to Landlord of Tenant’s intention to
reoccupy the Premises.


17.          NON-LIABILITY AND INDEMNIFICATION.


17.1.       Non-Liability.  Except as provided in Section 17.2.2, none of Landlord, Agent,
any other managing agent, or their respective affiliates, owners, partners,
directors, officers, agents and employees shall be liable to Tenant for any
loss, injury, or damage, to Tenant or to any other person, or to its or their
property, irrespective of the cause of such injury, damage or loss.  Further, except as provided in Section 17.2.2, none of Landlord, Agent,
any other managing agent, or their respective affiliates, owners, partners,
directors, officers, agents and employees shall be liable to Tenant (a) for any
damage caused by other tenants or persons in, upon or about the Property, or
caused by operations in construction of any public or quasi-public work; (b)
with respect to matters for which Landlord is liable, for consequential or
indirect damages purportedly arising out of any loss of use of the Premises or
any equipment or facilities therein by Tenant or any person claiming through or
under Tenant; (c) any defect in the Premises or the Property; (d) injury or
damage to person or property caused by fire, or theft, or resulting from the
operation of heating or air conditioning or lighting apparatus, or from falling
plaster, or from steam, gas, electricity, water, rain, snow, ice, or dampness,
that may leak or flow from any part of the Property, or from the pipes,
appliances or plumbing work of the same.


17.2.       Indemnification.


17.2.1.                    Tenant Indemnification. 
Tenant hereby indemnifies, defends, and holds Landlord, Agent and their
respective affiliates, owners, partners, directors, officers, agents and
employees



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(collectively, “Landlord Indemnified
Parties”) harmless from and against any and all Losses (defined
below) arising from or in connection with any or all of:  (a) the conduct or management of either or
both the Property and the Premises or any business therein, or any work or
Alterations done, or any condition created by any or all of Tenant and Tenant’s
Parties in or about the Premises during the Term or during the period of time,
if any, prior to the Commencement Date that Tenant is given access to the Premises;
(b) any act, omission or negligence of any or all of Tenant and Tenant’s
Parties; (c) any accident, injury or damage whatsoever (unless caused by
Landlord’s negligence) occurring in, at or upon either or both of the Property
and the Premises and caused by any or all of Tenant and Tenant’s Parties; (d)
any breach by Tenant of any of its warranties and representations under this
Lease; (e) any actions necessary to protect Landlord’s interest under this
Lease in a bankruptcy proceeding or other proceeding under the Bankruptcy Code;
(f) any violation or alleged violation by any or all of Tenant and Tenant’s
Parties of any Law including, without limitation, any Environmental Law; (g)
any breach of the provisions of Section 9 by
any or all of Tenant and Tenant’s Parties; (h) claims for work or labor
performed or materials supplies furnished to or at the request of any or all of
Tenant and Tenant’s Parties; (i) claims arising from any breach or default on
the part of Tenant in the performance of any covenant contained in this Lease;
(j) any Hazardous Materials used, exposed, emitted, released, discharged,
generated, manufactured, sold, transported, handled, stored, treated, reused,
presented, disposed of or recycled in, at, near or under all or any portion of
the Premises as a result of the acts or omissions of any or all of Tenant and
Tenant’s Parties; and (k) the violation of any Environmental Law or any permit,
application or consent required in connection with any Environmental Law by any
or all of Tenant and Tenant’s Parties with respect to the Premises during the
Term, excluding, however, any violation of any Environmental Law resulting
directly from the acts or omissions of Landlord and Landlord’s employees,
agents and contractors (collectively, “Tenant’s Indemnified
Matters”).  In case any action
or proceeding is brought against any or all of Landlord and the Landlord
Indemnified Parties by reason of any of Tenant’s Indemnified Matters, Tenant,
upon notice from any or all of Landlord, Agent or any Superior Party (defined
below), shall resist and defend such action or proceeding by counsel reasonably
satisfactory to, or selected by, Landlord. 
The term “Losses” shall mean all claims,
demands, expenses, actions, judgments, damages (actual, but not consequential),
penalties, fines, liabilities, losses of every kind and nature (including,
without limitation, property damage, diminution in value of Landlord’s interest
in the Premises or the Property, damages for the loss or restriction on use of
any space or amenity within the Premises or the Property, damages arising from
any adverse impact on marketing space in the Property, sums paid in settlement
of claims and any costs and expenses associated with injury, illness or death
to or of any person), suits, administrative proceedings, costs and fees,
including, without limitation, attorneys’ and consultants’ reasonable fees and
expenses, and the costs of cleanup, remediation, removal and restoration, that
are in any way related to any matter covered by the foregoing indemnity.  The provisions of this Section
17.2.1 shall survive the expiration or termination of this Lease.


17.2.2.                    Landlord Indemnification. 
Landlord hereby indemnifies, defends and holds Tenant harmless from and
against any and all Losses actually suffered or incurred by Tenant as the sole
and direct result of any negligent, willful or intentional acts or omissions of
any or all of Landlord, Agent and any parties within the direct and sole
control of either or both of Landlord and Agent.  In the event that any action or proceeding is
brought against Tenant, and the foregoing indemnity is applicable to such
action or proceeding, then Landlord, upon notice from Tenant, shall resist and
defend such action or proceeding by counsel reasonably satisfactory to
Tenant.  Notwithstanding anything to the
contrary set forth in this Lease, however, in all events and under all
circumstances, the liability of Landlord to Tenant shall be limited to the
interest of Landlord in the Property, and Tenant agrees to look solely to
Landlord’s interest in the Property for the recovery of any judgment or award
against Landlord, it being intended that Landlord shall not be personally
liable for any judgment or deficiency. 
The provisions of this Section 17.2.2
shall survive the expiration or termination of this Lease.


17.3.       Force
Majeure. 
The obligations of Tenant hereunder shall not be affected, impaired or
excused, and Landlord shall have no liability whatsoever to Tenant, with
respect to any act, event or circumstance arising out of (a) Landlord’s failure
to fulfill, or delay in fulfilling any of its obligations under this Lease by
reason of labor dispute, governmental preemption of property in connection with
a public emergency or shortages of fuel, supplies, or labor, or any other
cause, whether similar or dissimilar, beyond Landlord’s reasonable control; or
(b) any failure or defect in the supply, quantity or character of utilities
furnished to the Premises, or by reason of any requirement, act or omission of
any public utility or others serving the Property, beyond Landlord’s reasonable
control.


18.          DAMAGE OR DESTRUCTION.


18.1.       Notification
and Repair. 
Tenant shall give prompt notice to Landlord and Agent of (a) any fire or
other casualty to the Premises or the Property, and (b) any damage to, or
defect in, any part or appurtenance of the Property’s sanitary, electrical,
HVAC, elevator or other systems located in or passing through the Premises or
any part thereof.  Tenant shall be liable
for any claim, loss, damage, cost or expense resulting from Tenant’s failure to
give Landlord the foregoing notice in a timely manner.  Subject to the provisions of Section 18.3 below, if either or both of
the Property and the Premises is damaged by fire or other insured casualty, Landlord shall repair (or cause Agent to
repair) the damage and restore and rebuild the Property and/or the Premises
(except for Tenant’s Property) with reasonable dispatch after (x) notice to it
of the damage or destruction and (y) the adjustment of the insurance proceeds
attributable to such damage.  Subject to
the provisions of Section 18.3
below, Tenant shall not be entitled to terminate this Lease and no damages,
compensation or claim shall be payable by Landlord for purported inconvenience,
loss of business or annoyance arising from any repair or restoration of any
portion of the Premises or of the Property 
pursuant to this Section. 
Landlord (or Agent, as the case may be) shall use its diligent, good
faith efforts to make such repair or restoration promptly and in such manner as
not to unreasonably interfere with Tenant’s use and occupancy of the Premises,
but Landlord or Agent shall not be required to do such repair or restoration
work except during normal business hours of business days.



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18.2.       Rental
Abatement. 
Provided that any damage to either or both of the Property and the
Premises is not caused by, or is not the result of acts or omissions by, any or
all of Tenant and Tenant’s Parties, if (a) the Property is damaged by fire or
other casualty thereby causing the Premises to be inaccessible or (b) the
Premises are partially damaged by fire or other casualty, the Rent shall be
proportionally abated to the extent of any actual loss of use of the Premises
by Tenant.


18.3.       Total
Destruction. 
If the Property or the Premises shall be totally destroyed by fire or
other casualty, or if the Property shall be so damaged by fire or other
casualty that (in the reasonable opinion of a reputable contractor or architect
designated by Landlord):  (i) its repair
or restoration requires more than 180 days or (ii) such repair or restoration
requires the expenditure of more than 50% of the full insurable value of the
Property immediately prior to the casualty or (iii) the damage (x) is less than
the amount stated in (ii) above, but more than 10% of the full insurable value
of the Property; and (y) occurs during the last two years of Lease Term,
Landlord and Tenant shall each have the option to terminate this Lease (by so
advising the other, in writing) within 10 days after said contractor or
architect delivers written notice of its opinion to Landlord and Tenant, but in
all events prior to the commencement of any restoration of the Premises or the
Property by Landlord.  In such event, the
termination shall be effective as of the date upon which either Landlord or
Tenant, as the case may be, receives timely written notice from the other
terminating this Lease pursuant to the preceding sentence.  If neither Landlord nor Tenant timely
delivers a termination notice, this Lease shall remain in full force and
effect.  Notwithstanding the foregoing,
if (A) any holder of a mortgage or deed of trust encumbering the Property or
landlord pursuant to a ground lease encumbering the Property (collectively, “Superior Parties”) or other party entitled
to the insurance proceeds fails to make such proceeds available to Landlord in
an amount sufficient for restoration of the Premises or the Property, or (B)
the issuer of any casualty insurance policies on the Property fails to make
available to Landlord sufficient proceeds for restoration of the Premises or
the Property, then Landlord may, at Landlord’s sole option, terminate this
Lease by giving Tenant written notice to such effect within 30 days after
Landlord receives notice from the Superior Party or insurance company, as the
case may be, that such proceeds shall not be made available, in which event the
termination of this Lease shall be effective as of the date Tenant receives
written notice from Landlord of Landlord’s election to terminate this Lease.  Landlord shall have no liability to Tenant,
and Tenant shall not be entitled to terminate this Lease by virtue of any
delays in completion of repairs and restoration.  For purposes of this Section 18.3 only, “full insurable value” shall mean replacement
cost, less the cost of footings, foundations and other structures below grade.


18.4.       Insurance
Proceeds. 
Landlord shall not be obligated to expend in repairs and restoration an
amount in excess of the proceeds of insurance recovered with respect to any
casualty.  Tenant acknowledges that
Landlord shall be entitled to the full proceeds of any insurance coverage,
whether carried by Landlord or Tenant, for damage to either or both of the
Premises and the Property (excluding any proceeds for damage to Tenant’s
Property).  In the event that either or
both of the Premises and the Property are not repaired or reconstructed, all
proceeds of insurance (excluding any proceeds covering Tenant’s Property),
whether carried by Landlord or Tenant, shall be payable to Landlord.  Landlord’s duty to repair the Premises and
the Property (excluding Tenant’s Property) is limited to repairing the Premises
to the condition existing immediately prior to such fire or other casualty.


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


20.          SURRENDER AND HOLDOVER.  On the last day of the Term, or upon any
earlier termination of this Lease, or upon any re-entry by Landlord upon the
Premises, (a) Tenant shall quit and surrender the Premises to Landlord “broom-clean”
and in good order, condition and repair (as defined by Exhibit C,
attached hereto and incorporated herein by reference), except for ordinary wear
and tear and such damage or destruction as Landlord is required to repair or
restore under this Lease, (b) Tenant shall remove all of Tenant’s Property
therefrom, except as otherwise expressly provided in this Lease, and (c) Tenant
shall surrender to Landlord any and all keys, access cards, computer codes or
any other items used to access the Premises. 
Landlord shall be permitted to inspect the Premises in order to verify compliance
with this Section 20 at any time prior to (x) the
Expiration Date, (y) the effective date of any earlier termination of this
Lease, or (z) the surrender date otherwise agreed to in writing by Landlord and
Tenant.  The obligations imposed under the
first sentence of this Section 20 shall
survive the termination or expiration of this Lease.  If any repairs are required to be performed
in, to or at the Premises (pursuant to the first sentence of this Section 20 or any other applicable provision of this Lease)
upon the expiration or termination of the Term, Tenant shall cause such repairs
to be performed, to Landlord’s reasonable satisfaction, within 10 business days
after the date on which this Lease is terminated or expired.  If Tenant fails to timely comply with the
preceding sentence, then Landlord shall have the right to cause the repairs to
be performed, at Tenant’s expense, and all such expenses so incurred by
Landlord shall bear interest (at the rate specified in the second sentence of Section 22.3) from the date the expense is incurred until
the date paid, in full, by Tenant (inclusive of interest).  If Tenant remains in possession after the
Expiration Date hereof or after any earlier termination date of this Lease or
of Tenant’s right to possession: 
(i)  Tenant shall be deemed a tenant-at-sufferance;  (ii) Tenant shall pay 200% of the aggregate
of the Base Rent and Additional Rent last prevailing hereunder, and also shall
pay all actual damages sustained by Landlord, directly by reason of Tenant’s
remaining in possession after the expiration or



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termination of this Lease;  (iii) there shall be no renewal or extension
of this Lease by operation of law; and (iv) the tenancy-at-will may be
terminated by Landlord upon one days’ or by Tenant  upon 30 days’ prior written notice given by
the terminating party to the non-terminating party.  The provisions of this Section 20
shall not constitute a waiver by Landlord of any re-entry rights of Landlord
provided hereunder or by law.


21.          EVENTS OF DEFAULT.


21.1.       Bankruptcy
of Tenant. 
It shall be a default by Tenant under this Lease if Tenant makes an
assignment for the benefit of creditors, or files a voluntary petition under
any state or federal bankruptcy or insolvency law, or an involuntary petition
alleging an act of bankruptcy or insolvency is filed against Tenant under any
state or federal bankruptcy or insolvency law that is not dismissed within 90
days, or whenever a petition is filed by or against (to the extent not
dismissed within 90 days) Tenant under the reorganization provisions of the
United States Bankruptcy Code or under the provisions of any state or federal
law of like import, or whenever a petition shall be filed by Tenant under the
arrangement provisions of the United States Bankruptcy Code or similar state or
federal law, or whenever a receiver of Tenant, or of, or for, the property of
Tenant shall be appointed, or Tenant admits it is insolvent or is not able to
pay its debts as they mature.


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


22.          RIGHTS AND REMEDIES.


22.1.       Landlord’s
Cure Rights Upon Default of Tenant.  If Tenant defaults in the performance of any
of its obligations under this Lease, and fails to cure such default on a timely
basis (pursuant to Section 21.2),
Landlord, without thereby waiving such default, may (but shall not be obligated
to) perform the same for the account, and at the expense of, Tenant.


22.2.       Landlord’s
Remedies. 
In the event of any default by Tenant under this Lease, Landlord, at its
option, and after any applicable notice and cure period (as required pursuant
to Section 21.2), but without
additional notice or demand from Landlord, if any, as provided in Section 21.2 has expired, may, in addition
to all other rights and remedies provided in this Lease, or otherwise at law or
in equity: (a) terminate this Lease and Tenant’s right of possession of the
Premises; or (b) terminate Tenant’s right of possession of the Premises without
terminating this Lease; provided, however, that Landlord may, whether Landlord
elects to proceed under Subsections (a) or (b) above, relet the Premises, or
any part thereof for the account of Tenant, for such rent and term and upon such
terms and conditions as are acceptable to Landlord.  In addition, for purposes of any reletting,
Landlord is authorized to decorate, repair, alter and improve the Premises to
the extent deemed necessary by Landlord, in its sole discretion.  In the event of the termination of this Lease
by Landlord pursuant to (a) above, Landlord shall be entitled to recover from
Tenant (i) all damages and other sums that Landlord is entitled to recover
under any provision of this Lease or at law or in equity, including, but not
limited to, all fixed dollar amounts of Base Rent and Additional Rent accrued
and unpaid for the period up to and including such termination date; (ii) all
other additional sums payable by Tenant, or for which Tenant is liable, or in
respect of which Tenant has agreed to indemnify Landlord, under any of the
provisions of this Lease, that may be then owing and unpaid; (iii) all costs
and expenses (including, without limitation, court costs and attorneys’
reasonable fees) incurred by Landlord in the enforcement of its rights and
remedies under this Lease; and (iv) any damages provable by Landlord as a
matter of law including, without limitation, an amount equal to the positive
difference, if any, between (x) the discounted present value (at 6% per annum)
of the Base Rent provided to be paid for the remainder of the Term (measured
from the effective termination date of this Lease) and (y) the fair market
rental value of the Leased Premises (determined at the date of termination of
this Lease) after deduction (from such fair market rental value) of the
projected costs and expenses of reletting the Premises (including the
anticipated costs of repairs, alterations, improvements, additions, legal fees
and brokerage commissions) as reasonably estimated by Landlord.  If Landlord elects to pursue its rights and
remedies under Subsection (b) above, and the Premises are relet and a
sufficient sum is not realized therefrom, then to satisfy the payment, when
due, of Base Rent and Additional Rent reserved under the Lease for any monthly
period (after payment of all Landlord’s reasonable expenses of reletting),
Tenant shall, in Landlord’s sole judgment, either (i) pay any such deficiency
monthly or (ii) pay such deficiency on an accelerated basis, which accelerated
deficiency shall be discounted at a rate of 6% per annum.  If Landlord elects to pursue its rights and
remedies under Subsection (b) above, and Landlord fails to relet the Premises,
then Tenant shall pay to Landlord the sum of (x) the projected costs of Landlord’s
expenses of reletting (including the anticipated costs of repairs, alterations,
improvements, additions, legal fees and brokerage commissions) as reasonably
estimated by Landlord and (y) the accelerated amount of Base Rent and
Additional Rent due under the Lease for the balance of the Term, discounted to
present value at a rate of 6% per annum.  Tenant agrees that Landlord may file
suit to recover any



 13
 






 



sums due to Landlord hereunder from time to time and
that such suit or recovery of any amount due Landlord hereunder shall not be
any defense to any subsequent action brought for any amount not theretofore
reduced to judgment in favor of Landlord. 
If Landlord elects to pursue its rights and remedies under Subsection
(b), then Landlord shall at any time have the further right and remedy to
rescind such election and pursue its rights and remedies under Subsection
(a).  In the event Landlord elects,
pursuant to clause (b) of this Section 22.2,
to terminate Tenant’s right of possession only, without terminating this Lease,
Landlord may, at Landlord’s option, enter into the Premises, remove Tenant’s
Property, Tenant’s signs and other evidences of tenancy, and take and hold
possession thereof, as provided in Section 20
hereof; provided, however, that such entry and possession shall not terminate
this Lease or release Tenant, in whole or in part, from Tenant’s obligation to
pay the Base Rent and Additional Rent reserved hereunder for the full Term, or
from any other obligation of Tenant under this Lease.  Any and all property that may be removed from
the Premises by Landlord pursuant to the authority of the Lease or of law, to
which Tenant is or may be entitled, may be handled, removed or stored by
Landlord at the sole risk, cost and expense of Tenant, and in no event or
circumstance shall Landlord be responsible for the value, preservation or
safekeeping thereof.  Tenant shall pay to
Landlord, upon demand, any and all expenses incurred in such removal and all
storage charges against such property so long as the same shall be in Landlord’s
possession or under Landlord’s control. 
Any such property of Tenant not retaken from storage by Tenant within 30
days after the end of the Term, however terminated, shall be conclusively
presumed to have been conveyed by Tenant to Landlord under this Lease as in a
bill of sale, without further payment or credit by Landlord to Tenant.  AS A MATERIAL INDUCEMENT
TO LANDLORD TO ENTER INTO THIS LEASE, TENANT HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED UNDER APPLICABLE LAW, ANY OBLIGATION OR DUTY ON THE PART OF
LANDLORD TO MITIGATE  ANY DAMAGES ARISING
BY VIRTUE OF OR IN CONNECTION WITH ANY DEFAULT BY TENANT UNDER THIS LEASE.


For purposes of
determining any recovery of rent or damages by Landlord that depends upon what
Landlord could collect by using reasonable efforts to relet the Premises, in
the event such determination is required by
applicable law notwithstanding the foregoing waiver by Tenant, it is understood
and agreed that:


(a)      Landlord may elect to
lease other comparable, available space in the Building, if any, before
reletting the Premises.


(b)      Landlord may decline to
incur out-of-pocket costs to relet the Premises, other than customary leasing
commissions and legal fees for the negotiation of a lease with a new tenant.


(c)      Landlord may decline to
relet the Premises at rental rates below then prevailing market rental rates,
because of the negative impact lower rental rates would have on the value of
the Building and because of the uncertainty of actually receiving from Tenant
the greater damages that Landlord would suffer from and after reletting at the
lower rates.


(d)      Before reletting the
Premises to a prospective tenant, Landlord may require the prospective tenant
to demonstrate the same financial wherewithal that Landlord would require as a
condition to leasing other space in the Building to the prospective tenant.


(e)      Identifying a prospective
tenant to relet the Premises, negotiating a new lease with such tenant and
making the Premises ready for such tenant will take time, depending upon market
conditions when the Premises first become available for reletting, and during
such time Landlord cannot be expected to collect any revenue from reletting.


(f)          Listing the Premises
with a broker in a manner consistent with parts (a) through (e) above
constitutes reasonable efforts on the part of Landlord to relet the Premises.


22.3.       Additional
Rights of Landlord.  Any and all costs, expenses and
disbursements, of any kind or nature, incurred by Landlord or Agent in
connection with the enforcement of any and all of the terms and provisions of
this Lease, including attorneys’ reasonable fees (through all appellate
proceedings), shall be due and payable (as Additional Rent) upon Landlord’s
submission of an invoice therefor.  All
sums advanced by Landlord or Agent on account of Tenant under this Section, or
pursuant to any other provision of this Lease, and all Base Rent and Additional
Rent, if delinquent or not paid by Tenant and received by Landlord when due
hereunder, shall bear interest at  a  rate equal to the lesser of (i) the maximum
lawful rate from time to time permitted under applicable law or (ii)of 5% per
annum above the “prime” or “reference” or “base” rate (on a per annum basis) of
interest publicly announced as such, from time to time, by Bank One, N.A. or
its successor, or such other national banking association as may be designated
by Landlord in the event there is no successor thereto (“Default Interest”), from the due date
thereof until paid, and such interest shall be and constitute Additional Rent
and be due and payable upon Landlord’s or Agent’s submission of an invoice
therefor.  The various rights, remedies
and elections of Landlord reserved, expressed or contained herein are
cumulative and no one of them shall be deemed to be exclusive of the others or
of such other rights, remedies, options or elections as are now or may
hereafter be conferred upon Landlord by law.



 14
 






 



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


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


24.          MISCELLANEOUS.


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


24.2.       Notices.  Any notice required to be given by either
party pursuant to this Lease, shall be in writing and shall be deemed to have
been properly given, rendered or made only if personally delivered, or if sent
by Federal Express or other comparable commercial overnight delivery service,
addressed to the other party at the addresses set forth below (or to such other
address as Landlord or Tenant may designate to each other from time to time by
written notice), and shall be deemed to have been given, rendered or made on
the day so delivered or on the first business day after having been deposited
with the courier service:




	
  If to Landlord:

  	
   

  	
  First Industrial Texas, L.P.

  311 South Wacker Drive, Suite 4000

  Chicago, Illinois 60606

  Attn: Executive Vice President — Operations

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  First Industrial Realty Trust, Inc.

  4505 Excel Parkway, Suite 600

  Addison, Texas 75001

  Attn: Robert B. Riner, Jr. — Sr. Regional Director

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Barack Ferrazzano Kirschbaum Perlman & Nagelberg
  LLC

  333 West Wacker Drive

  Suite 2700

  Chicago, Illinois 60606

  Attn: Suzanne Bessette-Smith

  
	
   

  	
   

  	
   

  
	
  If to Tenant:

  	
   

  	
  Liquidity Services, Inc

  2131 K Street NW, 4th Floor
Washington, DC 20037

  






 


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


24.4.       Legal
Costs.  Any
party in breach or default under this Lease (the “Defaulting Party”) shall reimburse the other party (the “Nondefaulting Party”) upon demand for any
legal fees and court (or other administrative proceeding) costs or expenses
that the Nondefaulting Party incurs in connection with the breach or



 15
 






 



default, regardless whether suit is commenced or
judgment entered.  Such costs shall
include legal fees and costs incurred for the negotiation of a settlement,
enforcement of rights or otherwise. 
Furthermore, in the event of litigation, the court in such action shall
award to the party in whose favor a judgment is entered a reasonable sum as
attorneys’ fees and costs, which sum shall be paid by the losing party. Tenant
shall pay Landlord’s attorneys’ reasonable fees incurred in connection with
Tenant’s request for Landlord’s consent under provisions of this Lease
governing assignment and subletting, or in connection with any other act which
Tenant proposes to do and which requires Landlord’s consent.


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


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


24.7.       Survival
of Obligations. 
Upon the expiration or other termination of this Lease, neither party
shall have any further obligation nor liability to the other except as
otherwise expressly provided in this Lease and except for such obligations as,
by their nature or under the circumstances, can only be, or by the provisions
of this Lease, may be performed after such expiration or other termination.


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


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


24.10.     Authority
of Tenant. 
If Tenant is a corporation, partnership, limited liability company,
association or any other entity, it shall deliver to Landlord, concurrently
with the delivery to Landlord of an executed Lease, certified resolutions of
Tenant’s directors or other governing person or body (i) authorizing execution
and delivery of this Lease and the performance by Tenant of its obligations
hereunder and (ii) certifying the authority of the party executing the Lease as
having been duly authorized to do so.


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


24.12.     Relocation.  Landlord
shall have the right to relocate Tenant from the Premises to comparable (as to
size, configuration and improvements) alternative space in the Property (“Replacement Premises”) upon 90 days’ prior
written notice to Tenant.  In the event
of such a relocation, Landlord shall make reasonable, good faith efforts to
coordinate with Tenant a mutually acceptable plan (as to scope and timing) for
such relocation, and Landlord shall be responsible for the third party costs
incurred to accomplish the physical relocation of Tenant (e.g. movers
and telephone company charges).  If the
Replacement Premises are larger in size than the original Premises, there shall
be no adjustment in Tenant’s Base Rent; however, Tenant’s Proportionate Share
shall be appropriately modified, thereby resulting in a potential increase in
Tenant’s Additional Rent.  If, however,
the Replacement Premises is a smaller size (as to rentable square feet) than
the original Premises, Landlord shall appropriately adjust both Tenant’s Base
Rent and its Proportionate Share.


24.13.     Financial
Information.  From time to time during the Term, Tenant
shall deliver to Landlord information and documentation describing and
concerning Tenant’s financial condition, and in form and substance reasonably
acceptable to Landlord, within ten (10) days following Landlord’s written
request therefor.


24.14.     Confidential
Information. 
Tenant agrees to maintain in strict confidence the economic terms of
this Lease and any or all other materials, data and information delivered to or
received by any or all of Tenant and Tenants’ Parties either prior to or during
the Term in connection with the negotiation and execution hereof.  The provisions of this Section 24.14 shall survive the termination
of this Lease.


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



 16
 






 



24.16.     Joint
and Several Liability.  All parties signing this Lease as Tenant
shall be jointly and severally liable for all obligations of Tenant hereunder.


24.17.     Riders.  All
Riders and Exhibits attached hereto and executed (or initialed) both by
Landlord and Tenant shall be deemed to be a part hereof and hereby incorporated
herein.


24.18.     WAIVER
OF TENANT’S DTPA RIGHTS.   TENANT HEREBY WAIVES, TO THE FULLEST EXTENT
PERMITTED UNDER APPLICABLE LAW, ITS RIGHTS AND REMEDIES UNDER THE TEXAS
DECEPTIVE TRADE PRACTICES ACT AS NOW IN FORCE AND FROM TIME TO TIME HEREAFTER
AMENDED.


24.19.     Landlord’s
Liens.  In
addition to any statutory lien for Rent in Landlord’s favor, Landlord shall
have and Tenant hereby grants to Landlord, a continuing security interest for
all Rent and other sums of money becoming due from Tenant, upon all of Tenant’s
Property situated on the Premises, and, notwithstanding anything contrary to
this, Lease such Tenant’s Property shall not be removed form the Premises
without the consent of Landlord until all arrearages in Rent as well as any and
all other sums of money then due to Landlord shall first have been paid and
discharged.  In the event of a default
under this Lease, Landlord shall have, in addition to any other remedies
provided herein by law, all rights and remedies under the Uniform Commercial
Code, including without limitation, the right to sell the Tenant’s Property at
public or private sale.  Tenant hereby
agrees to execute such financing statements and other instruments necessary or
desirable in Landlord’s discretion to perfect the security interest hereby
created.  Any statutory lien for Rent is
not hereby waived, the express contractual lien herein granted being in addition
and supplementary thereto


[Signature
Page to Follow]



 17














 


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


	
   

  	
  LANDLORD:

  
	
   

  	
   

  	
   

  
	
   

  	
  First Industrial Texas LP, a Delaware limited
  partnership

  
	
   

  	
   

  	
   

  
	
   

  	
  By: FR Texas GP, LLC, a Delaware limited
  liability company, its sole general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By: First Industrial, L.P., a Delaware limited
  partnership, its sole member

  
	
   

  	
   

  	
   

  
	
   

  	
  By: First Industrial Realty Trust, Inc., its
  general partner

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
     Name:   Robert B. Riner, Jr.

  
	
   

  	
   

  	
     Its:      Sr. Regional Director

  
	
   

  	
   

  	
   

  
	
   

  	
  TENANT

  
	
   

  	
   

  
	
   

  	
   

  	
  , a

  
	
  :

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:   Jaime Mateus-Tique

  
	
   

  	
   

  	
  Its:      President & Chief Operating
  Officer

  
	
   

  	
   

  	
   

  
	
   

  	
  Its:

  	
   

  
				



 



 S-1














 


EXHIBIT A

Property


BEING a tract of land situated in the Solomon Dixon
Survey, Abstract No. 408, Dallas County, Texas, and being City of Dallas Lot 1,
Block E/8408, “Fifth Installment Perimeter Business Park”, as filed for record
in Volume 79205, Page 2576, Deed Records of Dallas County, Texas and being more
particularly described as follows:


BEGINNING at a 1⁄2-inch iron rod with yellow plastic cap
stamped “A.H. HALFF ASSOC.” (hereafter referred to as “with cap”) found in the
southerly right-of-way line of Perimeter Drive (60 feet wide), said point being
South 56 degrees 23 minutes 30 seconds East, a distance of 40.65 feet from the
northwest corner of Lot 2, Block E/8048 of the “Second Installment — Perimeter
Business Park” as filed for record in Volume 73229, Page 1371, Deed Records of
Dallas County, Texas and being more particularly described as follows:


THENCE, South 56 degrees 23 minutes 30 seconds East,
along the south line of Perimeter Drive, a distance of 305.00 feet to a 1⁄2-inch
iron rod with cap found for the point of curvature of a circular curve to the
right having a radius of 25.00 feet, whose chord bears South 19 degrees 56
minutes 39 seconds East, a distance of 29.70 feet;


THENCE in a southeasterly and southwesterly direction,
along said south line and curve, through a central angle of 72 degrees 53
minutes 43 seconds an arc distance of 31.81 feet to a 1⁄2-inch iron rod with cap
found for the point of reverse curvature of a circular curve to the left having
a radius of 60.00 feet, whose chord bears South 58 degrees 45 minutes 12
seconds East, a distance of 116.05 feet, said curve being the cul-de-sac of
Perimeter Drive;


THENCE along said cul-de-sac, through a central angle
of 150 degrees 30 minutes 50 seconds, an arc distance of 157.62 feet to 1⁄2-inch
iron rod with cap found for corner on the common line of Lot 1 and Lot 2, Block
E/8048;


THENCE South 0 degrees 22 minutes 00 seconds West,
along said common line, a distance of 683.39 feet to a 1⁄2-inch iron rod with cap
found for corner;


THENCE North 89 degrees 38 minutes 00 seconds West,
along the south line of Lot 1, a distance of 365.00 feet to a 1⁄2-inch iron rod
with cap found for corner on the east line of Lot 2, Block E/8048;


THENCE North 0 degrees 22 minutes 00 seconds East,
along said east line, a distance of 938.00 feet to the POINT OF BEGINNING AND
CONTAINING 293,043 square feet or 6.730 acres of land, more or less.



 A-1














 


EXHIBIT
A-1






 B-1
 






 



LEASE EXHIBIT B

Landlord’s Repairs And Improvements


Landlord shall, at
Landlord’s sole cost and expense, install three (3) dock levelers, install new
warehouse lighting, retile and refurbish the bathroom, and clean the carpet and
touch up paint the office area, not to exceed $45,500.  All Tenant Improvements shall be completed
within 30 days of Lease Commencement.



 B-2














 


LEASE EXHIBIT C


Broom Clean Condition and Repair Requirements


·                  All
walls must be clean and free of holes.


·                  Overhead
door must be free of any broken panels, cracked lumber or dented panels.  The overhead door springs, rollers, tracks,
motorized door operator, and all other items pertaining to the overhead door
must also be in good working condition.


·                  HVAC
system must be in good working order. 
Filters must be changed, and all thermostats must be in working
order.  Tenant must supply Landlord with
maintenance records.


·                  All
floors (warehouse and office) must be clean and free of excessive dust, dirt,
grease, oil and stains.


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


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


·                  All
lightbulbs and ballasts must be working.


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


·                  Hot
water heater must work.


·                  All
plumbing fixtures, equipment and drains must be clean and in working order.


·                  Windows
must be clean.


·                  All
mechanical and electrical systems must be in good working condition.



 C-1
 






 



LEASE EXHIBIT D


TENANT
OPERATIONS INQUIRY


Tenant Name:


Tenant SIC Code/Description:


Property Address:


Property Number/Region:


1.             Name
of Company (if different from above) 


2.                                       Address (local):


Phone (local)


3.                                       Address
(corporate):


Phone (corporate)


4.             What is your business (brief description):


5.             What operations will you maintain at the proposed facility?


6.                                       Has
your business received any Notices of Violation of environmental laws from
municipal or state agencies regarding operations at your current facility?  If so, explain:


7.                                       Describe
any assembly, manufacturing, machining, painting, printing or mechanical repair
activities that will be part of your business operations at the proposed
facility:


8.             Will your employees operate electrical equipment that
contains PCB’s?      YES          NO


9.             Will your business operate one or more Underground
Storage Tanks (UST’s) at the proposed facility?                           YES         
NO


10.           Will your business operate one or
more Aboveground Storage Tanks (AST’s) at the proposed facility?                          YES         
NO



 C-2
 






 



11.           TENANT
CHEMICAL INVENTORY AT PROPOSED FACILITY - (make additional copies, if
required).  You may exclude small
quantities of toner and other office supplies)


	
  Chemicals

  (by name where available)

  	
   

  	
  What will be the average quantity on the
  proposed premises?

  	
   

  	
  What will be the maximum quantity on the
  proposed premises?

  	
   

  	
  What will be the annual quantity used?

  	
   

  	
  How will the chemical be stored?

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Storage Methods (use all
that apply):  A) 55 gallon drum; B) 20
gallon drum; C)2-5 gallon pallet/container; D) bulk dry packages; E) cartoned
small containers (less than 2 gallons or 10 pounds) on pallets; F) on floor; G)
on racks; H)Underground Storage Tank (UST); I) Above Ground Storage Tank (AST);
J) other(please describe).


12.                         Describe any pollution control equipment
that will be used at the proposed facility (example:  paint spray booth, fume hood, waste water
treatment).



 C-3
 






 



13.




	
  Will your operations
  generate any chemical wastes that require special disposal? (example: waste
  oil, waste solvent)

  	
   

  	
  How will the chemical wastes be stored
  on-site?

  	
   

  	
  How will the wastes be disposed? (example:
  recycled, landfilled, incinerated)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  






 


14.           Does your business have an EPA
Hazardous Waste Generator ID Number?                           YES                        NO


15.           What spill prevention and containment
measures will be in place for the chemicals and wastes stored at the proposed
facility?  (describe briefly)


16.                                 Does
your business have an Emergency Response or Contingency Plan in place in the
event of a chemical  incident (please
provide a copy)                                   YES                                        NO


17.           Does
your business have any type of Hazardous Materials training program for your
employees? (describe briefly):


18.                                 Do
you have copies of all Material Safety Data Sheets (MSDS) at your facility for
the chemicals listed in question #7? (Please provide copies):                   YES                                        NO


19.                                 Does
your business carry environmental insurance coverage in the event of a chemical
incident?                                     YES                                        NO


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




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

  	
   

  	
  YES

  	
   

  	
  NO

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
  YES

  	
   

  	
  NO

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  c. NPDES or
  SPDES Stormwater Discharge permit

  	
   

  	
  YES

  	
   

  	
  NO

  
	
   

  	
   

  	
   

  	
   

  	
   

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

  	
   

  	
   

  	
   

  	
   

  






 



 C-4
 






 



21.                                 This
form was prepared by the undersigned as a complete and correct description of
Tenant’s proposed operations at the location noted, and the Landlord may rely
on this information.


	
  

  	
   

  	
   

  
	
  Signature

  	
   

  	
  Print Name

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  



 



 C-5
 






 



EXHIBIT E

MOVING CLAUSE


Provided Tenant is not in
default of any terms and conditions of the Lease, and Landlord is still the
owner of record for the current Premises, Tenant shall have the ability to move
from the Premises to other First Industrial owned projects and/or a future
developed projects of similar square footage during the term of the Lease,
without incurring any penalty under its current Lease. Tenant’s obligations
under its current Lease shall be cancelled in full following Tenant’s actual
moving date to the alternate First Industrial space. Landlord and tenant agree
to negotiate such relocation in good faith based on current market conditions.



 C-6