exv10w8



 





Exhibit 10.8



LEASE AGREEMENT




BETWEEN




FALK US PROPERTY INCOME FUND II, L.P.




AS LANDLORD




AND




ONLINE RESOURCES CORPORATION




AS TENANT




DATED MAY       , 2004




MEADOWS IV




CHANTILLY, VIRGINIA




 









 





BASIC LEASE INFORMATION




	 	 	 
	Lease Date:

	 	May      , 2004
	 
	 	 
	Landlord:

	 	FALK US PROPERTY INCOME FUND II, L.P., a Delaware limited
partnership
	 
	 	 
	Tenant:

	 	ONLINE RESOURCES CORPORATION, a Delaware corporation
	 
	 	 
	Premises:

	 	That portion of the east wing of the office building commonly
known as Meadows IV (the “Building”) located at 4795 Meadow Wood
Lane, Chantilly, Virginia outlined on the plan attached to the
Lease as Exhibit A (the “Premises"), including a data center (the
"Data Center”) and a fulfillment center both located on the first
floor of the Premises as shown on said Exhibit A (the “Fulfillment
Center”). As measured in accordance with the Building Owners and
Managers Association standard method of measurement (ANSI/BOMA
Z65.1-1996), the Premises contain 73,905 rentable square feet
(including 5,765 rentable square feet within the Data Center), and
the Building contains 148,160 rentable square feet. The land on
which the Building is located (the “Land”) is described on Exhibit
B to the Lease. The term “Building” includes the related land,
driveways, surface parking facilities and similar improvements.
The term “Project” shall collectively refer to the Building, the
parking garage located on the Land (the “Garage”), the Land and
easements associated with the foregoing or the operation thereof.
	 
	 	 
	Term:

	 	Commencing on the Commencement Date and ending at 11:59 p.m. local
time on September 30, 2014 (the “Initial Term”), subject to
adjustment and earlier termination as provided in the Lease (the
Initial Term together with exercised extensions or renewals
thereof being hereinafter referred to as the “Term”).
	 
	 	 
	Renewal Option:

	 	Two (2) renewal options for a period of five years each (See
Exhibit C to the Lease).
	 
	 	 
	Right of First Offer:

	 	The Right of First Offer as set forth in Exhibit D.
	 
	 	 
	Commencement Date:

	 	The date on which the Lease is executed by both Landlord and
Tenant (the “Commencement Date”). The party last executing the
Lease shall have authority to date the Lease and the Confirmation
of Commencement Date, in the form attached hereto as Exhibit E,
effective as of the date on which such party executes this Lease.
The Premises shall be made available to Tenant on the Commencement
Date in the condition required by the Lease.







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	Rent Commencement Date:

	 	October 1, 2004 (the “Rent Commencement Date”); provided that, as
long as there exists no continuing Event of Default, Basic Rent
and Additional Rent on all rentable area in the Premises in excess
of 65,000 rentable square feet shall be abated until October 1,
2005 at which time Basic Rent and Additional Rent shall be due
with respect to approximately one half of the remaining rentable
area in the Premises (4,452 rentable square feet) with such
abatement continuing with respect to the balance of rentable area
(4,453 rentable square feet) until April 1, 2006, after which
Basic Rent and Additional Rent shall be due and payable with
respect to all of the Premises.
	 
	 	 
	Basic Rent:

	 	Subject to the abatement provisions above, annual basic rent
(“Basic Rent”) for the first Lease Year (as defined below) shall
be as follows:








(i) $21.50 per rentable square foot in the Premises, (excluding
the rentable area within the Data Center) (i.e 68,140 rentable
square feet) as follows:



	 	 	 	 	 	 	 
	Lease Year
	 	Rate PSF
	 	Annual
	 	Monthly

	1
	 	$21.50	 	$1,465,010.00	 	$122,084.17
	2
	 	$22.09	 	$1,505,212.60	 	$125,434.38
	3
	 	$22.70	 	$1,546,778.00	 	$128,898.17
	4
	 	$23.32	 	$1,589,024.80	 	$132,418.73
	5
	 	$23.96	 	$1,632,634.40	 	$136,052.87
	6
	 	$24.62	 	$1,677,606.80	 	$139,800.57
	7
	 	$25.30	 	$1,723,942.00	 	$143,661.83
	8
	 	$26.00	 	$1,771,640.00	 	$147,636.67
	9
	 	$26.72	 	$1,820,700.80	 	$151,725.07
	10
	 	$27.45	 	$1,870,443.00	 	$155,870.25








(ii) $19.50 per rentable square foot in Data Center (i.e 5,765
rentable square feet) as follows:



	 	 	 	 	 	 	 
	Lease Year
	 	Rate PSF
	 	Annual
	 	Monthly

	1
	 	$19.50	 	$112,417.50	 	$9,368.13
	2
	 	$20.04	 	$115,530.60	 	$9,627.55
	3
	 	$20.59	 	$118,701.35	 	$9,891.78
	4
	 	$21.16	 	$121,987.40	 	$10,165.62
	5
	 	$21.74	 	$125,331.10	 	$10,444.26
	6
	 	$22.34	 	$128,790.10	 	$10,732.51
	7
	 	$22.95	 	$132,306.75	 	$11,025.56
	8
	 	$23.58	 	$135,938.70	 	$11,328.23
	9
	 	$24.23	 	$139,685.95	 	$11,640.50
	10
	 	$24.90	 	$143,548.50	 	$11,962.38







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	 	Subject to the abatement provisions above, combined Basic Rent for
the Premises (including the Data Center) for the first Lease Year
shall be as follows:







	 	 	 	 	 
	Lease Year
	 	Annual
	 	Monthly

	1
	 	$1,577,427.50	 	$131,452.29
	2
	 	$1,620,743.20	 	$135,061.93
	3
	 	$1,665,479.35	 	$138,789.95
	4
	 	$1,711,012.20	 	$142,584.35
	5
	 	$1,757,965.50	 	$146,497.13
	6
	 	$1,806,396.90	 	$150,533.08
	7
	 	$1,856,248.75	 	$154,687.40
	8
	 	$1,907,578.70	 	$158,964.89
	9
	 	$1,960,386.75	 	$163,365.56
	10
	 	$2,013,991.50	 	$167,832.63







	 	 	 
	 

	 	On the first and each successive anniversary of the Rent
Commencement Date, Basic Rent shall be increased by two and three
quarters percent (2.75%) from the amount of Basic Rent payable
during the immediately preceding Lease Year.
	 
	 	 
	Lease Year/Month

	 	As used herein, the term “Lease Month” shall mean each calendar
month during the Term commencing on the Rent Commencement Date,
and the term "Lease Year” shall mean each period of twelve (12)
consecutive Lease Months ending on the day prior to the annual
anniversary of the Rent Commencement Date.
	 
	 	 
	Security Deposit:

	 	A Letter of Credit in the amount of $1,577,427.50 (the “LC
Amount”) in the form required by Section 6 of the Lease, the
original of which shall be delivered to Landlord before Tenant’s
first draw on the Allowance, but in no event later than sixty (60)
days after the Commencement Date.
	 
	 	 
	Rent:

	 	Basic Rent, Additional Rent, and all other sums that Tenant may
owe to Landlord or otherwise be required to pay under the Lease
(collectively “Rent”).
	 
	 	 
	Permitted Use:

	 	General office, data center, call center and administrative
purposes and for any other lawful purpose which is suitable for
comparable office buildings in Northern Virginia (“Permitted
Use”); provided, that any usage as a call center shall not in any
event create demand for parking in excess of the capacity
allocated to Tenant including the parking rights granted Tenant in
Section 2(d) of the Lease.







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	Tenant’s Proportionate Share:

	 	Fifty percent (50%) (“Proportionate Share”) (Rounded up based upon
73,905 rentable square feet in the Premises and 148,160 rentable
square feet in the Building
	 
	 	 
	Base Year:

	 	Operating Costs for the Building for the calendar year 2004
(grossed up as provided in the Lease) and Taxes for calendar year
2004, grossed up for a fully assessed Project, as provided in the
Lease (“Base Year”).
	 
	 	 
	Initial Liability Insurance Amount:

	 	$3,000,000







	 	 	 	 	 
	Tenant’s Address:

	 	Prior to Move of Executive Offices to Premises:
	 	After Move of Executive Offices to Premises:
	

	 	Online Resources Corporation
	 	Online Resources Corporation
	

	 	7600 Colshire Drive, Suite 600
	 	4795 Meadow Wood Lane
	

	 	McLean, VA 22102
	 	Suite 300 East
	

	 	Attention: Chief Financial Officer
	 	Chantilly, VA 20151
	

	 	Telephone: (703) 394-5100
	 	Attention: Chief Financial Officer
	

	 	Telecopy: (703) 873-0204
	 	Telephone: (703) 394-5100*
	

	 	 	 	Telecopy: (703) 873-0204*
	

	 	 	 	 
	

	 	 	 	*New phone and fax numbers not yet
assigned. Subject to change by
written notice to Landlord.
	 
	 	 	 	 
	Landlord’s Address:

	 	Falk US Property Income Fund II, L.P.

c/o Daniel T. Borger	 	 
	

	 	Real Estate Advisory Services	 	 
	

	 	6 Adelaide Street East, Suite 310	 	 
	

	 	Toronto, Ontario, Canada M5C 1H6	 	 
	

	 	Attn: Daniel T. Borger	 	 
	 
	 	 	 	 
	Mortgagee’s Address:

	 	In the event of Landlord default only:

Westdeutsche ImmobilienBank	 	 
	

	 	Wilh.-Th.-Roemheld-Str. 24	 	 
	

	 	55032 Mainz	 	 
	

	 	Federal Republic of Germany	 	 
	

	 	Attn: Dr. Jürgen Gerber	 	 







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The foregoing Basic Lease Information is incorporated into and made a part of
the Lease identified above. If any conflict exists between any Basic Lease
Information and the Lease, then the Lease shall control.



	 	 	 	 	 
	LANDLORD:       	FALK US PROPERTY INCOME FUND II, L.P., a 

Delaware limited partnership

 	 
	 	By:  	Falk U.S. Investments, Inc.
 	 
	 	 	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	 	By:  	
 	 
	 	 	Name:  	
 
	 	 	Title:  	
 
	 
	TENANT:         	ONLINE RESOURCES CORPORATION

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





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TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page

	1.	 	Definitions and Basic Provisions	 	 	1	 
	2.	 	Lease Grant	 	 	2	 
	3.	 	Tender of Possession	 	 	2	 
	4.	 	Rent	 	 	2	 
	 
	 	(a)	 	Payment 	 	 	2	 
	 
	 	(b)	 	Definitions 	 	 	3	 
	 
	 	(c)	 	Operating Costs; Taxes 	 	 	5	 
	 
	 	(d)	 	Estimated Payments 	 	 	5	 
	 
	 	(e)	 	Reconciliation 	 	 	6	 
	 
	 	(f)	 	Gross-Up for Partial Occupancy 	 	 	6	 
	 
	 	(g)	 	Taxes on Leasehold Improvements 	 	 	6	 
	 
	 	(h)	 	Tenant Audit Rights 	 	 	7	 
	5.	 	Other Payment Provisions	 	 	7	 
	 
	 	(a)	 	Delinquent Payment; Handling Charges 	 	 	7	 
	6.	 	Letter of Credit/Letter of Credit	 	 	7	 
	 
	 	(a)	 	Form of Letter of Credit 	 	 	8	 
	 
	 	(b)	 	Expiration/Renewal of Letter of Credit 	 	 	8	 
	 
	 	(c)	 	Change in Issuer Financial Condition 	 	 	8	 
	 
	 	(d)	 	Transfer of Building 	 	 	8	 
	 
	 	(e)	 	No Tenant Right to Assign/Encumber 	 	 	8	 
	 
	 	(f)	 	Right to Draw Upon Event of Default 	 	 	9	 
	 
	 	(g)	 	Application of Proceeds 	 	 	9	 
	 
	 	(h)	 	Reductions in Letter of Credit 	 	 	9	 
	 
	 	(i)	 	Return of Letter of Credit 	 	 	9	 
	7.	 	Landlord’s Obligations	 	 	10	 
	 
	 	(a)	 	Building and Building Systems 	 	 	10	 
	 
	 	(b)	 	Services 	 	 	10	 
	 
	 	(c)	 	Energy Management System 	 	 	10	 
	 
	 	(d)	 	Access Control 	 	 	11	 







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	 	 	 	 	 	 	Page

	 
	 	(e)	 	Excess Utility Use 	 	 	11	 
	 
	 	(f)	 	Restoration of Services 	 	 	12	 
	 
	 	(g)	 	Generator 	 	 	12	 
	8.	 	Improvements; Alterations; Repairs; Maintenance	 	 	13	 
	 
	 	(a)	 	Improvements; Alterations 	 	 	13	 
	 
	 	(b)	 	Repairs; Maintenance 	 	 	13	 
	 
	 	(c)	 	Performance of Work 	 	 	14	 
	 
	 	(d)	 	Mechanic’s Liens 	 	 	14	 
	 
	 	(e)	 	Riser Space/Trenching 	 	 	15	 
	 
	 	(f)	 	Antennae Roof Rights 	 	 	15	 
	 
	 	(g)	 	Signage 	 	 	16	 
	9.	 	Use	 	 	17	 
	10.	 	Assignment and Subletting	 	 	17	 
	 
	 	(a)	 	Transfers 	 	 	17	 
	 
	 	(b)	 	Consent Standards 	 	 	17	 
	 
	 	(c)	 	Request for Consent 	 	 	17	 
	 
	 	(d)	 	Conditions to Consent 	 	 	18	 
	 
	 	(e)	 	Cancellation 	 	 	18	 
	 
	 	(f)	 	Additional Compensation 	 	 	19	 
	 
	 	(g)	 	Permitted Transfers 	 	 	19	 
	 
	 	(h)	 	Attornment by Subtenants 	 	 	20	 
	11.	 	Insurance; Waivers; Subrogation; Indemnity	 	 	20	 
	 
	 	(a)	 	Tenant’s Insurance 	 	 	20	 
	 
	 	(b)	 	Landlord’s Insurance 	 	 	21	 
	 
	 	(c)	 	No Subrogation 	 	 	21	 
	 
	 	(d)	 	Indemnity 	 	 	22	 
	12.	 	Subordination; Attornment; Notice to Landlord’s Mortgagee	 	 	22	 
	 
	 	(a)	 	Subordination 	 	 	22	 
	 
	 	(b)	 	Attornment 	 	 	23	 
	 
	 	(c)	 	Notice to Landlord’s Mortgagee 	 	 	23	 
	 
	 	(d)	 	Landlord’s Mortgagee’s Protection Provisions 	 	 	23	 
	13.	 	Rules and Regulations	 	 	24	 







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	 	 	 	 	 	 	Page

	14.	 	Condemnation	 	 	24	 
	 
	 	(a)	 	Total Taking 	 	 	24	 
	 
	 	(b)	 	Partial Taking - Tenant’s Rights 	 	 	24	 
	 
	 	(c)	 	Partial Taking - Landlord’s Rights 	 	 	24	 
	 
	 	(d)	 	Award 	 	 	24	 
	 
	 	(e)	 	Abatement 	 	 	24	 
	15.	 	Fire or Other Casualty	 	 	24	 
	 
	 	(a)	 	Repair Estimate 	 	 	24	 
	 
	 	(b)	 	Tenant’s Rights 	 	 	25	 
	 
	 	(c)	 	Landlord’s Rights 	 	 	25	 
	 
	 	(d)	 	Repair Obligation 	 	 	25	 
	 
	 	(e)	 	Abatement of Rent 	 	 	26	 
	16.	 	Personal Property Taxes	 	 	26	 
	17.	 	Events of Default	 	 	26	 
	 
	 	(a)	 	Payment Default 	 	 	26	 
	 
	 	(b)	 	Abandonment 	 	 	26	 
	 
	 	(c)	 	Document Delivery 	 	 	26	 
	 
	 	(d)	 	Insurance 	 	 	26	 
	 
	 	(e)	 	Mechanic’s Liens 	 	 	26	 
	 
	 	(f)	 	Other Defaults 	 	 	26	 
	 
	 	(g)	 	Insolvency 	 	 	27	 
	 
	 	(h)	 	Default Related to Letter of Credit 	 	 	27	 
	18.	 	Remedies	 	 	27	 
	 
	 	(a)	 	Termination of Lease 	 	 	27	 
	 
	 	(b)	 	Termination of Possession 	 	 	27	 
	 
	 	(c)	 	Perform Acts on Behalf of Tenant 	 	 	28	 
	 
	 	(d)	 	Alteration of Locks 	 	 	28	 
	 
	 	(e)	 	Mitigation of Damages 	 	 	28	 
	19.	 	Payment by Tenant; Non-Waiver; Cumulative Remedies	 	 	28	 
	 
	 	(a)	 	Payment by Tenant 	 	 	28	 
	 
	 	(b)	 	No Waiver 	 	 	28	 
	 
	 	(c)	 	Cumulative Remedies 	 	 	28	 







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	 	 	 	 	 	 	Page

	 
	 	(d)	 	Jurisdiction 	 	 	29	 
	20.	 	Surrender of Premises	 	 	29	 
	 
	 	(a)	 	Holding Over 	 	 	29	 
	21.	 	Certain Rights Reserved by Landlord	 	 	30	 
	 
	 	(a)	 	Building Operations 	 	 	30	 
	 
	 	(b)	 	Security 	 	 	30	 
	 
	 	(c)	 	Prospective Purchasers and Lenders 	 	 	30	 
	 
	 	(d)	 	Prospective Tenants 	 	 	30	 
	23.	 	Miscellaneous	 	 	30	 
	 
	 	(a)	 	Landlord Transfer 	 	 	30	 
	 
	 	(b)	 	Landlord’s Liability 	 	 	30	 
	 
	 	(c)	 	Force Majeure 	 	 	31	 
	 
	 	(d)	 	Brokerage 	 	 	31	 
	 
	 	(e)	 	Estoppel Certificates 	 	 	31	 
	 
	 	(f)	 	Notices 	 	 	31	 
	 
	 	(g)	 	Separability 	 	 	31	 
	 
	 	(h)	 	Amendments; Binding Effect 	 	 	32	 
	 
	 	(i)	 	Quiet Enjoyment 	 	 	32	 
	 
	 	(j)	 	No Merger 	 	 	32	 
	 
	 	(k)	 	No Offer 	 	 	32	 
	 
	 	(l)	 	Entire Agreement 	 	 	32	 
	 
	 	(m)	 	Waiver of Jury Trial 	 	 	32	 
	 
	 	(n)	 	Governing Law 	 	 	32	 
	 
	 	(o)	 	Recording 	 	 	32	 
	 
	 	(p)	 	Joint and Several Liability 	 	 	33	 
	 
	 	(q)	 	Financial Reports 	 	 	33	 
	 
	 	(r)	 	Landlord’s Fees 	 	 	33	 
	 
	 	(s)	 	Telecommunications 	 	 	33	 
	 
	 	(t)	 	Confidentiality 	 	 	34	 
	 
	 	(u)	 	Authority 	 	 	34	 
	 
	 	(v)	 	Hazardous Materials 	 	 	34	 
	 
	 	(w)	 	Garage Expansion 	 	 	34	 







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	 	 	 	 	 	 	Page

	 
	 	(x)	 	List of Exhibits 	 	 	35	 
	24.	 	Other Provisions	 	 	35	 
	 
	 	(a)	 	Disclaimer of Warranty 	 	 	35	 







EXHIBITS



	 	 	 	 	 
	Exhibit A

	 	-
	 	Outline of Premises
	Exhibit A-1

	 	-
	 	Location of Reserved Parking Spaces
	Exhibit B

	 	-
	 	Description of the Land
	Exhibit C

	 	-
	 	Renewal Option
	Exhibit D

	 	-
	 	Right of First Offer
	Exhibit E

	 	-
	 	Form of Confirmation of Commencement Date
	Exhibit F

	 	-
	 	Tenant Finish-Work: Allowance
	Exhibit G

	 	-
	 	[Intentionally Left Blank]
	Exhibit H

	 	-
	 	Project Rules and Regulations
	Exhibit I

	 	-
	 	Form of Tenant Estoppel Certificate
	Exhibit J

	 	-
	 	Form of SNDA
	Exhibit K

	 	-
	 	Signage
	Exhibit L

	 	-
	 	Cleaning Specifications
	Exhibit M

	 	-
	 	Stacked Parking Area







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LEASE AGREEMENT




     THIS LEASE AGREEMENT (this “Lease”) is entered into as of May      , 2004,
between FALK US PROPERTY INCOME FUND II, L.P., a Delaware limited partnership
(“Landlord”) and ONLINE RESOURCES CORPORATION, a Delaware corporation
(“Tenant”).



     1. Definitions and Basic Provisions. The definitions and basic provisions
set forth in the Basic Lease Information (the “Basic Lease Information”)
executed by Landlord and Tenant contemporaneously herewith are incorporated
herein by reference for all purposes. Additionally, the following terms shall
have the following meanings when used in this Lease:



          (a) "Affiliate” means any person or entity that, directly or indirectly,
through one (1) or more intermediaries, controls, is controlled by, or is under
common control with the party in question.



          (b) "Building Structure” means the exterior walls, roof, elevator shafts,
footings, foundations, structural portions of load-bearing walls, structural
floors and subfloors, and structural columns and beams of the Building and, if
applicable, the Garage.



          (c) "Building Systems” means the HVAC, life-safety, plumbing, electrical,
and mechanical systems for the Building and, if applicable, the Garage,
excluding the generator and those other systems that exclusively serve the
Premises.



          (d) "Holidays” means New Year’s Day, President’s Day, Martin Luther King,
Jr. Day, Memorial Day, Independence Day, Labor Day, Columbus Day, Veteran’s
Day, Thanksgiving Day and Christmas Day.



          (e) "including” means including, without limitation.



          (f) "Laws” means all federal, state, and local laws, ordinances, rules and
regulations, all court orders, governmental directives, and governmental orders
and all interpretations of the foregoing, and all restrictive covenants
affecting the Project and “Law” shall mean any of the foregoing.



          (g) "Personalty” means all furniture currently located on or within the
Premises.



          (h) "Tenant’s Off-Premises Equipment” means any of Tenant’s equipment or
other property that may be located on the grounds of the Project (other than
inside the Premises) with Landlord’s prior written approval.



          (i) "Tenant Party” means any of the following persons: Tenant; any
assignees claiming by, through, or under Tenant; any subtenants claiming by,
through, or under Tenant; and any of their respective agents, contractors,
employees, and invitees.



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     2. Lease Grant.



          (a) Subject to the terms of this Lease, Landlord leases to Tenant, and
Tenant leases from Landlord, the Premises.



          (b) As part of the Premises and without additional charge, throughout the
Term, Tenant may use up to 3.8 parking spaces per 1,000 rentable square feet of
the Premises in the parking facilities serving the Building (surface parking
and the Garage) on a non-exclusive, unreserved, first-come, first-served basis.
Additionally, as part of such parking allotment of parking, Tenant shall be
entitled to have ten (10) reserved parking spaces proximate to Tenant’s primary
entrance or entrance to the Garage and designated as “Online Reserved” in the
location shown on Exhibit A-1 attached hereto. There will be no additional
charge to Tenant for such reserved parking spaces.



          (c) At no time during the Term will Landlord have the right to compel
Tenant to participate in any valet parking program(s) or reserve or prevent
Tenant from gaining access to or using any parking spaces on the site in
connection with a valet parking program imposed on any other tenant(s), unless
the same is made necessary due to a temporary emergency that renders all or
part of the Garage unusable.



          (d) In the event Landlord installs access gates to the parking area or
issues permits for parking, Tenant may, at its expense and subject to
applicable Laws, institute its own stack parking or valet parking system in the
parking area marked as “Stacked Parking Area” on Exhibit M to increase its
parking utilization of that area, except in the event of a temporary emergency.



          (e) Landlord shall not be responsible for enforcing Tenant’s parking
rights. Landlord will use commercially reasonable efforts to prevent persons
other than owners, employees, contractors, invitees and visitors of tenants of
the Building from parking in the Garage or surface parking lots. Landlord is
responsible to cooperate with Tenant to ensure unauthorized third parties do
not park in the Garage or surface parking or park in Tenant’s reserved spaces.



     3. Tender of Possession. Landlord shall tender possession of the Premises
(and the Personalty) to Tenant on the Commencement Date in the condition
required by this Lease so that Tenant can commence the Work (as defined herein)
in accordance with, and after obtaining approvals required by, Exhibit E to
this Lease. Upon Tenant delivering the Letter of Credit to Landlord, Landlord
agrees to transfer to Tenant all of Landlord’s right, title and interest in and
to all the furniture currently contained in the Premises on an AS-IS basis.
Tenant may use or sell such furniture at its sole election without accounting
to Landlord for any proceeds.



     4. Rent.



          (a) Payment. Tenant shall timely pay Rent to Landlord, without notice,
demand, deduction or set off (except as otherwise expressly provided herein),
by check drawn on a United States financial institution, by wire transfer or
(at Tenant’s option) automated clearing house deposit, at Landlord’s address
provided for in this Lease or as otherwise specified by



-2-









 







Landlord. Subject to change by Landlord’s delivery of not less than
fifteen (15) days written notice to Tenant, wiring instructions for payment of
Rent to Landlord are as follows:



Bank of America, N.A., 414 Union Street, Nashville, TN 37212

ABA Routing Number: 064 000020

SWIFT Code: BOFAUS3N064000020.

Credit to the Account of Falk US Property Income Fund II, L.P.

Account Number: 0001-1369-9532

Attention: Jason Keen, Tel: 615-383-2475, Fax: 615-297-1355


The obligations of Tenant to pay Rent and other sums to Landlord and the
obligations of Landlord under this Lease are independent obligations. Annual
Basic Rent, adjusted as herein provided, shall be payable monthly in advance in
equal installments during the Term on the first day of each month commencing on
October 1, 2004. Tenant shall pay Additional Rent at the same time and in the
same manner as Basic Rent.




          (b) Definitions. As used herein, the following definitions shall apply:



               (i) "Additional Rent” shall mean the additional rental payable by Tenant
to Landlord for increases in Taxes and Operating Expenses as set forth in
subparagraph (c) below.



               (ii) "Additional Rent Statement” shall mean a detailed statement certified
by an officer or general partner of landlord or an outside third-party
accountant of the actual amount of Additional Rent due from Tenant for the
previous calendar year to be delivered and reconciled as provided below.



               (iii) "Controllable Operating Costs” shall mean all Operating Costs other
than (a) insurance, (b) the cost of removing and controlling ice and snow, (c)
utilities, (d) security costs, if any, and (e) individual Operating Costs that
are subject to arm’s length competitive bidding in free market conditions where
applicable cost increases occur solely due to factors or reasons that are
outside of Landlord’s control. [Note: Taxes are excluded from the definition
of “Operating Costs” and are therefore not considered Controllable Operating
Costs.]



               (iv) "Excluded Expenses” shall mean (i) capital improvements made to the
Project, other than Permitted Capital Expenses; (ii) repair, replacements and
general maintenance paid by proceeds of insurance or by Tenant or other third
parties, or other costs for which Landlord is reimbursed; (iii) interest,
amortization or other payments on loans to Landlord; (iv) depreciation; (v)
leasing commissions and other expenses incurred in leasing or procuring new
tenants; (vi) legal expenses for services, other than those that benefit the
Project tenants generally (e.g., tax disputes); (vii) renovating or otherwise
improving space for occupants of the Project or vacant space in the Project;
(viii) Taxes; (ix) ground rents; (x) federal income taxes imposed on or
measured by the income of Landlord from the operation of the Project; (xi)
compensation paid to officers of Landlord or officers of the Landlord’s
management agent not performing property management related activities; (xii)
costs directly resulting from the gross negligence or willful misconduct of
Landlord, its employees, agents or contractors; (xiii) costs incurred to remedy
any violations of Law existing as of the Lease Date; (xiv) costs relating the



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remediation or removal of any Hazardous Materials in violation of
applicable Law the presence of which was not caused or exacerbated by Tenant;
(xv) cost paid to affiliates of Landlord that exceed those that would be
charged by unaffiliated entities for comparable goods and services; and (xvi)
cost of administration and management of the partnership activities of Landlord
(including accounting services associated with such partnership activities).



               (v) "Operating Costs” shall mean all expenses and disbursements that
Landlord incurs in connection with the ownership, operation, and maintenance of
the Project other than Excluded Expenses, as such Operating Costs are
determined in accordance with sound accounting principles consistently applied,
including but not limited to the following costs: (A) wages and salaries
(including management fees) of all on-site employees engaged in the operation,
maintenance or security of the Project (together with an allocation of expenses
of off-site employees who perform a portion of their services in connection
with the operation, maintenance or security of the Project), including taxes,
insurance and benefits relating thereto; (B) all supplies and materials used in
the operation, maintenance, repair, replacement, and security of the Project;
(C) Permitted Capital Expenses; (D) utilities; (E) insurance expenses; (F)
repairs, replacements, and general maintenance of the Project; (G) fair market
rental and other costs with respect to the management office for the Project
which office shall not exceed 1,000 RSF and further provided same does not
increase after the Base Year; (H) assessments for common charges under any
restrictive covenant or other private agreement affecting the Project; and (I)
service or, maintenance and management contracts with independent contractors
for the operation, maintenance, management, repair, replacement, or security of
the Project (including alarm service, window cleaning, and elevator
maintenance).



               (vi) "Permitted Capital Expenses” shall mean costs for capital
improvements made to the Project that reduce the normal Operating Costs
(including all utility costs) of the Project, as amortized by Landlord over the
reasonable life of such improvement in accordance with GAAP or such shorter
period of time as determined by Landlord to the number of years that it will
take to fully amortize the cost of the capital improvement if the yearly
amortization is equal to the projected annual savings, as well as capital
improvements made in order to comply with any Law hereafter promulgated by any
governmental authority or any interpretation hereafter rendered with respect to
any existing Law, as amortized by Landlord over the reasonable life of such
improvement in accordance with generally acceptable accounting principles



               (vii) "Taxes” shall mean:





	 	A.	 	any fee, license fee, license tax, business license fee,
commercial rental tax, levy, charge, assessment, government charge
or tax imposed by any taxing authority against the Project by taxing
districts or authorities presently taxing or by others, subsequently
created or otherwise, and any other taxes and assessments now or
hereafter attributable to or payable in connection with the Project
(or its operation or the income therefrom) (including, but not
limited to, any assessments associated with improvements to Route
28), (ii) any tax on the Landlord’s right to receive, or the receipt
of, rent or income from the Project or against Landlord’s business
of leasing the Project; (iii) any tax, or charge, or assessment, or
any




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	 	 	 	assessment for repayment of bonds for fire protection, streets,
sidewalks, road maintenance or expansion, refuse or other services
provided to the Project for any governmental agency; (iv) any
charge or fee replacing any tax previously included within the
definition of Taxes; (v) occupational and license taxes (BPOL); and
(vi) any costs incurred by Landlord in contesting such Taxes,
whether successful or not. “Taxes” shall not include any tax upon
Landlord’s net income or profits (such as but not limited to state
and federal income tax) and shall also not include gift, transfer,
excise, capital stock or succession taxes or penalties and interest
thereon; and







	 	B.	 	If there is levied on Landlord a capital or sales tax
directly on the rents received from the Project or a franchise or
excise tax, assessment, or charge based, in whole or in part, upon
the rents for the Project or the value of the Project, then all such
taxes, assessments, or charges, or the part thereof so based,
whether the same is charged directly to Landlord, or to any of the
constituent entities of Landlord on account of their ownership
interest in Landlord, shall be deemed to be included within the term
“Taxes” for purposes hereof). Taxes shall include the costs of
consultants retained in an effort to lower taxes and all costs
incurred in disputing any taxes or in seeking to lower the tax
valuation of the Project.







	 	C.	 	For property tax purposes, Tenant waives all rights to
protest or appeal the appraised value of the Premises, as well as
the Project. Notwithstanding the foregoing, Landlord agrees to make
good faith efforts to send Tenant notice of all tax assessments as
well as notices of reappraisement and a copy of all tax bills;
provided that Landlord’s failure to send such notice(s) or tax bills
shall not relieve Tenant from its obligation to pay its Proportional
Share of Taxes.





          (c) Operating Costs; Taxes. Landlord shall pay all Taxes by the date due,
and shall, upon Tenant’s written request, furnish Tenant with evidence of such
payment. Commencing on October 1, 2005, Tenant shall pay to Landlord as
Additional Rent an amount equal to Tenant’s Proportionate Share of the amount
by which the annual Operating Costs and Taxes for the Project in any calendar
year exceed the amount of Operating Costs and Taxes for the Project for the
Base Year; provided, that Tenant will not be required to pay any increases in
Controllable Operating Costs in excess of seven percent (7%) of the previous
years Operating Costs.



          (d) Estimated Payments. Landlord may make a good faith estimate of the
Additional Rent to be due by Tenant for any calendar year or part thereof
during the Term. During each calendar year or partial calendar year of the
Term (after the Base Year), Tenant shall pay to Landlord, in advance
concurrently with each monthly installment of Basic Rent, an amount equal to
the estimated Additional Rent for such calendar year or part thereof divided by
the number of months therein. From time to time, Landlord may estimate and
re-estimate the Additional Rent to be due by Tenant and deliver a copy of the
estimate or re-estimate to Tenant. Thereafter, provided Tenant has a minimum
of thirty (30) days notice, the monthly installments of Additional Rent payable
by Tenant shall be appropriately adjusted in accordance with the estimations so
that, by the end of the calendar year in question, Tenant shall have paid all
of the



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Additional Rent as estimated by Landlord. Any amounts paid based on such
an estimate shall be subject to adjustment as herein provided when the actual
Additional Rent figure is available for each calendar year.



          (e) Reconciliation. By April 1 of each calendar year, or as soon
thereafter as practicable, Landlord shall furnish to Tenant an Additional Rent
Statement together with receipted tax bills showing payments of all Taxes. If
Tenant’s estimated payments of Operating Costs or Taxes for the year covered by
the Additional Rent Statement exceed the actual amount of Tenant’s
Proportionate Share of such items as indicated in the Additional Rent
Statement, then Landlord shall credit such overpayment toward the next
installment of Rent or, if the Lease term has expired, Landlord shall refund
the overpayment to Tenant within thirty (30) days of delivery of the Additional
Rent Statement to Tenant. If Tenant’s estimated payments of Operating Costs or
Taxes for such year are less than Tenant’s share of such items as indicated in
the Additional Rent Statement, then Tenant shall promptly pay Landlord such
deficiency not later than thirty (30) days after Tenant’s receipt of the
Additional Rent Statement.



          (f) Gross-Up for Partial Occupancy. With respect to the Base Year and any
calendar year or partial calendar year in which the Building is not occupied to
the extent of ninety-five percent (95%) of the rentable area thereof, or
Landlord is not supplying services consistent with those provided in the Base
Year to ninety-five percent (95%) of the rentable area thereof, the Operating
Costs and Taxes for such period shall, for the purposes hereof, be increased to
the amount which would have been incurred had the Building been occupied to the
extent of ninety-five percent (95%) of the rentable area thereof and Landlord
had been supplying services and receiving income with respect to ninety-five
percent (95%) of the rentable area of the Building. Equitable adjustments
shall be made to Taxes and Operating Costs (including adjustments to be made in
calculating Taxes and Operating Costs in the Base Year) to reflect (a) that the
Building is occupied and fully assessed based on market rate rental rates, (b)
an occupancy rate of ninety five (95%) in the Building, (c) the fact that some
maintenance and repair charges which would normally have been incurred during
the Base Year were not incurred by virtue of certain systems warranties, (d)
the possibility that some maintenance and other services which would normally
be incurred in similar class A office buildings during any one operating year
were not for any reason (i.e. window cleaning, landscaping, etc.), and (e) the
possibility that some maintenance and other services otherwise includable in
the Base Year were incurred, for whatever reason, that would not normally be
incurred in similar class A office buildings during any one calendar operating
year.



          (g) Taxes on Leasehold Improvements. If, under Virginia or Fairfax County
Law or regulations, the Tax Assessor is required to include leasehold (real
property) improvements in determining the assessed value of the Project, then
to the extent that Tenant makes leasehold improvements (excluding the original
Work approved by Landlord pursuant to Exhibit E), whether done prior to or
after the commencement of the Term of this Lease, Tenant shall pay the real
estate taxes attributable to the value of such extraordinary leasehold
improvements throughout the Term of this Lease within thirty (30) days after
being billed therefor by Landlord.



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          (h) Tenant Audit Rights. Notwithstanding anything in this Lease to the
contrary, Tenant and any certified public accountant as Tenant may designate,
shall have the right, at Tenant’s expense, within 100 days after Landlord
delivers to Tenant an Additional Rent Statement to inspect and examine at the
Building or at the office of Landlord’s property manager, the books and records
of Landlord that relate to or have any bearing upon the Operating Costs or
Taxes for the calendar year with respect to which the Additional Rent Statement
relates, for the purpose of verifying the information in each statement. Only
with respect to the first Additional Rent Statement received by Tenant, Tenant
shall have the right to audit books and records for the calendar year included
in such Additional Rent Statement as well as the books and records of landlord
with respect to Operating Costs and Taxes for the Base Year. Notwithstanding
the foregoing, if Tenant discovers an error that reasonably could have been
made in a prior year, Tenant may inspect and examine Landlord’s books and
records for the two (2) immediately preceding years for the purpose of
determining whether such error was in fact made in such prior years(s);
provided, that books and records for any prior year for which an Additional
Rent Statement has been prepared and settled shall not be subject to audit
after a bona sale to a third party that is not an Affiliate of the seller. In
the event that any such inspection reveals an error in the Landlord’s
calculations of Operating Costs and Taxes to the Landlord’s benefit in excess
of seven percent (7%) in the aggregate for the year in question, then Landlord
shall bear the reasonable third party expenses of Tenant’s investigation
including the fees of Tenant’s accountant; provided that in no event shall
Tenant engage third parties on a contingency or percentage savings basis.



     5. Other Payment Provisions.



          (a) Delinquent Payment; Handling Charges. Should Tenant fail to pay any
Rent within five (5) days after written notice that the same is past due (the
“Delinquent Payment”), Landlord, in addition to all other rights and remedies
available to it, Landlord may charge and, if charged, Tenant shall pay to
Landlord (i) a late fee equal to five percent (5%) of the delinquent payment to
reimburse Landlord for its cost and inconvenience incurred as a consequence of
Tenant’s delinquency plus (ii) interest from the date the Delinquent Payment
was due until paid at the lesser of the rate of twelve percent (12%) per annum
or the maximum rate allowed by Law (the “Default Rate”); provided that no
interest shall be due or payable if Tenant made commercially reasonable efforts
to make such payment but the payment was not timely received by Landlord for
reasons beyond Tenant’s control such as clerical error (but excluding in any
event lack of financial resources). In no event, however, shall the charges
permitted under this Section or elsewhere in this Lease, to the extent they are
considered to be interest under applicable Law, exceed the maximum lawful rate
of interest.



     6. Letter of Credit/Letter of Credit. Prior to Tenant’s first draw of the
Allowance but in no event later than sixty (60) days after the Commencement
Date, Tenant shall deliver to Landlord as a Letter of Credit (such letter of
credit, together with any additional letters of credit required herein, and any
renewals or replacements thereof being referred to herein collectively as the
"Letter of Credit”) in the LC Amount, issued by a financial institution that is
acceptable to Landlord and payable at the counters of a financial institution
located in Fairfax County, Virginia. Landlord hereby approves Bank of America,
M&T Bank and Silicon Valley Bank as



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issuers of the Letter of Credit, as long as such banks maintain the
minimum credit rating specified in Section 6(c) below.



          (a) Form of Letter of Credit. The Letter of Credit shall be clean,
unconditional, irrevocable, transferable and in form satisfactory to Landlord,
payable on Landlord’s sight draft thereon without any conditions and without
requiring any accompanying documentation other than the Letter of Credit
itself.



          (b) Expiration/Renewal of Letter of Credit. Tenant shall keep the Letter
of Credit in full force and effect at all times during the Term and for thirty
(30) days after the expiration of the Term. The initial Letter of Credit shall
expire no sooner than October 31, 2005. The Letter of Credit must be
satisfactorily renewed or replaced with replacement Letters of Credit meeting
all of the above requirements except that the expiration date shall be no less
than twelve (12) months from the date of issuance. Such renewal or replacement
Letters of Credit must be in Landlord’s possession no later than thirty (30)
days prior to the expiration of the then current Letter of Credit. Tenant
shall be responsible for obtaining such renewal or replacement Letter of Credit
at its sole expense. Failure to renew the Letter of Credit in accordance with
the foregoing will entitle Landlord to present the Letter of Credit for
payment, without providing Tenant any notice or opportunity to cure, and the
entire sum drawn thereunder shall be held by Landlord as provided in subsection
G, below.



          (c) Change in Issuer Financial Condition. Tenant understands that
Landlord is relying upon the financial condition of the issuer of the Letter of
Credit, as a primary inducement to Landlord to lease the Premises to Tenant.
In the event Moody’s rating on the issuer’s long term senior debt becomes less
than Baa while the Letter of Credit is outstanding, Landlord may notify Tenant
of such fact, and Tenant shall have ten (10) business days from the date of
such notice within which to either (i) secure the Letter of Credit with
additional collateral reasonably acceptable to Landlord in its sole discretion;
(ii) provide a substitute letter of credit in the same form as the Letter of
Credit but issued by a banking institution reasonably satisfactory to Landlord
having its senior long term debt rated at least Baa by Moody’s or equivalent
rating service; or (iii) have the Letter of Credit confirmed by a banking
institution reasonably satisfactory to Landlord having its senior long term
debt rated at least Baa by Moody’s or equivalent rating service. Failure to do
one of the foregoing within such time shall constitute an Event of Default
under this Lease and shall entitle Landlord to present the Letter of Credit for
payment at any time after such Event of Default, without providing Tenant any
further notice or opportunity to cure, and the entire sum drawn thereunder
shall be held by Landlord as provided in subsection G, below.



          (d) Transfer of Building. In the event of a transfer of Landlord’s
interest in the Building, Landlord shall have the right to transfer the Letter
of Credit to the transferee and thereupon the Landlord shall, without any
further agreement between the parties, be released by Tenant from all liability
therefor, and it is agreed that the provisions hereof shall apply to every
transfer or assignment of said Letter of Credit to a new landlord.



          (e) No Tenant Right to Assign/Encumber. Tenant covenants that it will not
assign or encumber said Letter of Credit or any part thereof and that neither
Landlord nor its



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successors or assigns will be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance.



          (f) Right to Draw Upon Event of Default. Upon the occurrence of any Event
of a Default (as defined in Section 18 below), in addition to any or all of its
other remedies contained in this Lease, Landlord shall have the right (but not
the obligation) to present the Letter of Credit for payment. In the event of
any such draw, Tenant shall forthwith provide Landlord with an additional
letter of credit in an amount sufficient to restore the aggregate amounts of
the Letter(s) of Credit held by Landlord to the LC Amount.



          (g) Application of Proceeds. Landlord may use or apply the whole or any
part of the amounts drawn on the Letter of Credit (the “Proceeds”) for the
payment of Tenant’s obligations under this Lease. Any Proceeds not otherwise
applied to amounts then due Landlord shall serve as security for the prompt,
full, and faithful performance by Tenant of the terms and provisions of this
Lease. Tenant’s obligation to furnish the Letter of Credit and any use,
application or retention by Landlord of all or any part of the Proceeds shall
not be deemed in any way to constitute liquidated damages for any default by
Tenant, or to limit the remedies to which Landlord is otherwise entitled under
the terms of this Lease. In the event the Proceeds are reduced below the LC
Amount by such use or application, Tenant shall deposit with Landlord, within
ten (10) days after notice, an amount sufficient to restore the amount of the
Proceeds to the LC Amount. Landlord shall not be required to keep the Proceeds
separate from Landlord’s general funds or pay interest on the Proceeds.
Provided Tenant has performed all of its obligations under this Lease, any
remaining portion of the Proceeds shall be returned to Tenant within thirty
(30) days subsequent to the expiration of this Lease. No trust or fiduciary
relationship is created herein between Landlord and Tenant with respect to the
Proceeds. If Landlord transfers the Premises during the Term of this Lease,
Landlord shall pay the Proceeds to Landlord’s successor-in-interest, in which
event the transferring Landlord shall be released from all liability for the
return of the Proceeds.



          (h) Reductions in Letter of Credit. Provided that (i) Tenant is not then
in default of this Lease (without regard to grace and cure periods), (ii)
Tenant has not been delinquent in the payment of Rent beyond the fifth day on
which such payment is due under the Lease more than twice during the preceding
12 months, and (ii) there shall not have occurred any material adverse change
in Tenant’s financial condition since the Commencement Date, at each
anniversary of the Rent Commencement Date the LC Amount shall be reduced by an
amount equal to one (1) months Basic Rent (by way of an amendment to the Letter
of Credit approved in writing by Landlord), until the balance of the LC Amount
is equal to four months Basic Rent then due and payable, after which there
shall be no further reductions in the LC Amount.



          (i) Return of Letter of Credit. Landlord shall return the Letter of Credit
to Tenant within thirty (30) days following the expiration of the Term;
provided however, no such release shall occur at any time when Tenant has
failed to perform any of its obligations under the under the Lease, regardless
of whether any applicable notice or cure periods have expired.



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     7. Landlord’s Obligations.



          (a) Building and Building Systems. Landlord shall promptly and
expeditiously undertake and manage all necessary or customary repairs to, and
maintenance of, (i) Building Systems, (ii) the Building Structure, and (iii)
all common areas of the Project including the restrooms and elevator lobbies on
Tenant’s wing of the Building, without cost to Tenant except for Tenant’s
payment of its Proportionate Share of Operating Expenses above the 2004 Base
Year as set forth in Section 4(c) above (including all limitations and
exclusions provided for therein).



          (b) Services. Landlord shall use commercially reasonable efforts to
furnish to Tenant (i) water at those points of supply provided for general use
of tenants of the Building; (ii) heated and refrigerated air conditioning
(“HVAC”) as appropriate, at such temperatures and in such amounts as are
standard for comparable buildings in the vicinity of the Building and excluding
the HVAC systems installed by Tenant to exclusively serve the Data Center or
the Premises generally, all of which shall be maintained by Tenant at its
expense; (iii) janitorial service to the Premises on weekdays after 6:00 p.m.
other than Holidays, for Building-standard installations and such window
washing as may from time to time be reasonably required but at least twice a
year; (iv) elevators for ingress and egress to the floor on which the Premises
are located, in common with other tenants, provided that Landlord may
reasonably limit the number of operating elevators during non-business hours
and holidays, provided at least one elevator is operable at all times; (v) show
and ice removal when needed (including Garage and parking lots); (vi) pest
control; and (vii) electrical current for equipment that does not require more
than 110 volts and whose electrical energy consumption does not exceed 6.5
watts per rentable square foot at the receptacle (“Standard Usage”), except in
the Data Center and Fulfillment Area with respect to which electrical energy
consumption shall not exceed the capacity specified in approved construction
plans for the Work, as defined in Exhibit E attached hereto (collectively,
"Standard Usage”). If Tenant desires HVAC: (A) at any time other than
between 7:00 a.m. and 6:00 p.m. on weekdays and between 8:00 a.m. and 12:00
p.m. on Saturday (in each case other than Holidays); or (B) on Sunday or
Holidays (“After Hours HVAC Service”), then After Hours HVAC Service shall be
supplied to Tenant upon the request of Tenant delivered to Landlord before 3:00
p.m. on the business day preceding such extra usage, and Tenant shall pay to
Landlord the actual cost of such services within thirty (30) days after
Landlord has delivered to Tenant an invoice therefor. The costs incurred by
Landlord in providing After Hours HVAC Service to Tenant shall include only the
actual costs for electricity, water, sewage, water treatment, labor, metering
and maintenance reasonably allocated by Landlord to providing such service
(“Actual HVAC Costs”). Overtime HVAC costs shall be prorated between all
tenants utilizing After Hours HVAC Service.



          (c) Energy Management System. As soon as is reasonably practicable after
the Commencement Date, but in no event later than October 1, 2004, Landlord
shall install a direct digital control energy management system with all
devices and interconnections between mechanical equipment and the computer
controls to such system (the “EMS”). Such EMS will monitor energy usage and
will permit control of HVAC systems without on site manual operation.




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          (d) Access Control. Access control for the Building shall be
provided by card key access; provided, however, Landlord shall have no
responsibility to prevent, and shall not be liable to Tenant for, any liability
or loss to Tenant, its agents, employees and visitors arising out of losses due
to theft, burglary, or damage or injury to persons or property caused by
persons gaining access to the Premises, and Tenant hereby releases Landlord
from all liability for such losses, damages or injury, except damage to persons
or property directly and solely caused by the gross negligence of Landlord.
Landlord has installed an electronic card reader in the Building and shall
provide Tenant with 285 access cards without charge, with any additional cards
being issued to Tenant at Landlord’s actual cost. Tenant shall have the right
to install its own security system in the Premises and to connect such security
system to the main Building system, subject to Landlord’s reasonable approval
of the installation and subject to Tenant’s furnishing Landlord with
information and/or keys and/or card allowing Landlord access to the Premises in
accordance with the terms of this Lease.



          (e) Excess Utility Use. Except for the Data Center and
Fulfillment Center as shown on the Approved Plans (as defined in Exhibit F
), Landlord shall not be required to furnish electrical current for
equipment that requires more than 110 volts or other equipment whose electrical
energy consumption exceeds 6.5 watts per rentable square foot at the
receptacles. If Tenant’s requirements for or consumption of electricity exceed
Standard Usage, Tenant shall, at Tenant’s expense, make reasonable efforts to
supply such service through the then-existing feeders and risers serving the
Building and the Premises, and Tenant shall pay the cost of such service. If
Landlord has determined through use of a check meter or other reliable means
that the amount of such additional consumption and potential consumption by any
verifiable method, including installation of a separate meter in the Premises
installed, maintained, and read by Landlord, at Tenant’s expense. Except as
shown on plans to be approved by Landlord in accordance with Exhibit F
to this Lease, Tenant shall not install any electrical equipment requiring
special wiring or requiring voltage in excess of 110 volts and shall not in
event install any electrical equipment that exceeds Building capacity unless
approved in advance by Landlord. The use of electricity in the Premises shall
not exceed the capacity of existing feeders and risers to or wiring in the
Premises. Any risers or wiring required to meet Tenant’s excess electrical
requirements shall be installed by Tenant, at Tenant’s cost, if, in Landlord’s
judgment, the same are necessary and shall not cause permanent damage to the
Project or the Premises, cause or create a dangerous or hazardous condition,
entail excessive or unreasonable alterations, repairs, or expenses, or
interfere with or disturb other tenants of the Building. Tenant’s proposed
tenant improvements include supplemental HVAC systems to be installed by Tenant
as described below. If such supplemental HVAC systems are not adequate to
prevent Tenant’s machines or equipment in the Premises from affecting the
temperature otherwise maintained by the air conditioning system or otherwise
preventing overload of any utility system, Tenant shall install additional HVAC
and/or electrical systems and, if Tenant shall fail to do so within a
reasonable period of time after receipt of written demand from Landlord,
Landlord may install supplemental air conditioning units or other supplemental
equipment in the Premises, and the cost thereof, including the cost of
installation, operation, use, and maintenance, shall be paid by Tenant to
Landlord within thirty (30) days after Landlord has delivered to Tenant an
invoice therefor. Provided that the same will not adversely affect the Building
Systems or Building Structure, and plans and specifications for the same have
been approved by Landlord in its reasonable discretion, Tenant may, at its sole
cost and expense, install (a) electric circuits or transformers to



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provide supplemental electrical power support the installation of copy
machines and computer servers that use in excess of 110 volts, and (b)
supplemental HVAC to offset the excess heat generated by such equipment. In
accordance with the Approved Plans, the Data Center shall be separately metered
and supplemental HVAC systems shall be installed by Tenant, at its expense but
payable out of the Allowance. Notwithstanding anything contained herein to the
contrary, Tenant shall be solely responsible for payment of all separately
metered electrical service to the Data Center and for the cost of maintaining,
repairing and replacing such supplemental HVAC systems.




          (f) Restoration of Services. To the extent within Landlord’s
reasonable control, Landlord shall use commercially reasonable efforts to
restore any service provided by Landlord in the event of any service
interruption; however, no interruption of Landlord’s services shall render
Landlord liable for any damages caused thereby, be a constructive eviction of
Tenant, constitute a breach of any implied warranty or any other provision of
this Lease, entitle Tenant to terminate this Lease or to be relieved from any
of Tenant’s obligations under this Lease, except that Tenant shall be entitled
to a rental abatement (as its sole and exclusive remedy) if (i) the
interruption was caused solely by Landlord’s negligent act or omission, (ii)
the restoration of Landlord’s services is within Landlord’s reasonable control;
and (iii) the interruption of Landlord’s services continues for more than ten
(10) days after Landlord’s receipt of written notice of default and demand from
Tenant, with rental to abate commencing as of the date service was interrupted.
In no event shall Landlord be required to undertake extraordinary measures to
restore services such as, but not limited to, providing supplemental generator
or auxiliary HVAC systems.



          (g) Generator. Tenant shall have the sole right to utilize the
existing 500 kw diesel generator adjacent to the Building and its associated
equipment including all switchgear, transformers and UPS plus all HVAC
equipment (collectively, the “Generator”). Tenant shall also have the
right throughout the Term, at no additional charge, to place a second back-up
generator next to the Generator. There shall be no Landlord imposed
prohibitions limiting (i) the times when Tenant may exercise such generator(s)
or (ii) the duration the generator(s) may run. Subject to Landlord’s
reasonable approval of plans, Tenant shall have the right to modify the
existing mechanical and electrical configuration of the Generator and
supplemental HVAC systems to dedicate the load solely for Tenant’s use. Tenant
shall be responsible for servicing, maintaining, and repairing the Generator
during the Term. As long as Tenant properly uses, maintains and repairs the
Generator, Tenant shall not be required to replace the Generator. If Tenant
elects to discontinue use of the Generator, Tenant may, with 90 days prior
written notice to Landlord, discontinue its maintenance and use of the
Generator in which event Landlord may remove and dispose of the Generator
without replacement should Landlord so elect. If Tenant elects to replace the
Generator, Tenant shall be entitled to remove the Generator upon expiration or
termination of this Lease for any reason other than an Event of Default by
Tenant. Tenant is accepting the Generator “AS IS” and without any
representation or warranty by Landlord (including without limitation, its
fitness for a particular purpose).



          (h) Tenant shall have the right to use all equipment located within the
Premises, including, but not limited to all racks and the Siemens switch
located within the Data









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Center. Such equipment may not be permanently removed from the Premises
without Landlord’s consent, not to be unreasonably withheld if such equipment
becomes obsolete.




     8. Improvements; Alterations; Repairs; Maintenance.



          (a) Improvements; Alterations. Improvements to the Premises
shall be installed at Tenant’s expense in accordance with the space plans
approved by Landlord and attached as Exhibit A and constructed in accordance
with Exhibit E to this Lease. Except for paint, carpet or alterations
or related series of alterations that cost less than $50,000 in the aggregate
and do not adversely affect the Building Structure or the Building Systems, no
alterations or physical additions in or to the Premises shall be made without
Landlord’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed; however, Landlord may withhold its consent to
any alteration or addition that would adversely affect (in the reasonable
discretion of Landlord) (i) the Building Structure or the Building Systems
(including restrooms or mechanical rooms of the Building); (ii) the exterior
appearance of the Building; (iii) the appearance of the common areas of the
Building or any elevator lobby not wholly within the Premises; or (iv)
provision of services to other occupants of the Building. Except for Tenant’s
signage rights under (g) below, Tenant shall not paint or install lighting or
decorations, signs, window or door lettering, or advertising media of any type
visible from the exterior of the Premises without the prior written consent of
Landlord, which consent may be withheld in Landlord’s sole and absolute
discretion. All alterations, additions, and improvements shall be constructed,
maintained, and used by Tenant, at its risk and expense, in accordance with all
Laws; Landlord’s consent to or approval of any alterations, additions or
improvements (or the plans therefor) shall not constitute a representation or
warranty by Landlord, nor Landlord’s acceptance, that the same comply with
sound architectural and/or engineering practices or with all applicable Laws,
and Tenant shall be solely responsible for ensuring all such compliance.



          (b) Repairs; Maintenance. Tenant shall maintain the Premises in
a clean, safe, and operable condition. Tenant, at Tenant’s expense, shall
comply with all Laws pertaining to Tenant’s use of the Premises and with the
recorded covenants, conditions and restrictions, regardless of when they became
effective, including, without limitation, all applicable Laws pertaining to air
and water quality Hazardous Materials, waste disposal, air emissions and other
environmental matters, all zoning and other land use matters, and utility
availability, and with any direction of any public officer or officers,
pursuant to Law, which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Premises. Additionally, Tenant, at its
sole expense, shall repair, replace and maintain in good condition and in
accordance with all Laws and the equipment manufacturer’s suggested service
programs, the Personalty, all of Tenant’s Off-Premises Equipment and all
improvements and systems exclusively serving the Premises. Tenant shall repair
or replace, subject to Landlord’s direction and supervision, any damage to the
Project caused by a Tenant Party. If Tenant fails to commence such repairs or
replacements within fifteen (15) days after the occurrence of such damage and
thereafter diligently pursues such repairs to completion, then Landlord may
make the same at Tenant’s cost provided that it provides Tenant notice of its
intent to do the same, which notification may be oral or written. If any such
damage occurs outside of the Premises, then Landlord may elect to repair such
damage at Tenant’s expense, rather than having Tenant



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repair such damage. The cost of all maintenance, repair or replacement
work performed by Landlord under this Section shall be paid by Tenant to
Landlord within thirty (30) days after Landlord has invoiced Tenant therefor.




          (c) Performance of Work. All work described in this Section that
affects the Building’s Structure, Building Systems or common areas of the
Building shall be performed only by Landlord or by contractors and
subcontractors reasonably approved in writing by Landlord, except for Work
completed in accordance with Exhibit F attached hereto. Tenant shall
cause all contractors and subcontractors to procure and maintain insurance
coverage naming Landlord, Landlord’s property management company and Landlord’s
asset management company as additional insureds against such risks, in such
amounts, and with such companies as Landlord may reasonably require or approve.
Tenant shall provide Landlord with the identities, mailing addresses and
telephone numbers of all contractors performing work or supplying materials
prior to beginning such construction and Landlord may post on and about the
Premises notices of non-responsibility pursuant to applicable Laws. All such
work shall be performed in accordance with all Laws and in a good and
workmanlike manner so as not to damage the Project (including the Premises, the
Building Structure and the Building Systems). All such work which may affect
the Building Structure or the Building Systems must be approved by the
Landlord’s engineer, at Tenant’s expense, not to exceed the reasonable costs of
the engineer’s time. All work affecting the roof of the Building must be
performed by Landlord’s roofing contractor and no such work will be permitted
if it would void or reduce the warranty on the roof.



          (d) Mechanic’s Liens. All work performed, materials furnished,
or obligations incurred by or at the request of a Tenant Party shall be deemed
authorized and ordered by Tenant only, and Tenant shall not permit any
mechanic’s liens to be filed against the Premises or the Project in connection
therewith. Upon completion of any such work, Tenant shall deliver to Landlord
final lien waivers from all general contractors who performed such work the
costs of which exceed of $25,000.00. If such a lien is filed, then Tenant
shall, within ten (10) days after Landlord has delivered notice of the filing
thereof to Tenant (or such earlier time period as may be necessary to prevent
the forfeiture of the Premises, Project or any interest of Landlord therein or
the imposition of a civil or criminal fine with respect thereto), either (a)
pay the amount of the lien and cause the lien to be released of record, or (b)
diligently contest such lien and deliver to Landlord a bond or, if Tenant does
not wish to supply a bond, other security reasonably satisfactory to Landlord.
If Tenant fails to timely take either such action, then Landlord may pay the
lien claim, and any amounts so paid, including expenses and interest, shall be
paid by Tenant to Landlord within thirty (30) days after Landlord has invoiced
Tenant therefor. Landlord and Tenant acknowledge and agree that their
relationship is and shall be solely that of “landlord-tenant” (thereby
excluding a relationship of “owner-contractor,” “owner-agent” or other similar
relationships). Accordingly, all materialmen, contractors, artisans,
mechanics, laborers and any other persons now or hereafter contracting with
Tenant, any contractor or subcontractor of Tenant or any other Tenant Party for
the furnishing of any labor, services, materials, supplies or equipment with
respect to any portion of the Premises, at any time from the date hereof until
the end of the Term, are hereby charged with notice that they look exclusively
to Tenant to obtain payment for same. Nothing herein shall be deemed a consent
by Landlord to any liens being placed upon the Premises, Project or Landlord’s
interest therein due to any work performed by or for Tenant or deemed to give
any contractor or subcontractor or



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materialman any right or interest in any funds held by Landlord to
reimburse Tenant for any portion of the cost of such work. Tenant shall
defend, indemnify and hold harmless Landlord and its agents and representatives
from and against all claims, demands, causes of action, suits, judgments,
damages and expenses (including reasonable attorneys’ fees) in any way arising
from or relating to the failure by any Tenant Party to pay for any work
performed, materials furnished, or obligations incurred by or at the request of
a Tenant Party. This indemnity provision shall survive termination or
expiration of this Lease.




          (e) Riser Space/Trenching. Subject to Tenant’s compliance with
this Section 8, Tenant shall have the right, at its expense, to (i) utilize one
hundred percent (100%) of all available riser space in the east wing of the
Building, (ii) install conduit connecting floors which Tenant occupies with the
roof and any fiber entry points in the Building, and (iii) install conduit from
the property line to the Premises in up to three (3) diverse routes. Tenant
shall be required to restore any damage caused installing these improvements,
but Tenant shall not be required to remove these improvements at the end of the
Term. Tenant acknowledges that Tenant may be required to obtain an easement or
consent from the Westfields Business Owners Association prior to completing
such conduit installation to the property line. Tenant shall have access to
that portion of the common area of the Building in which the telecommunications
demark facilities are located, subject to the following restrictions:



               (i) Landlord may require that any sensitive equipment be separated and
separately locked in a cage or other barrier to prevent unauthorized access;



               (ii) Only Landlord shall have a key to the door of the demark room from
the Building common areas, with provisions for after hours and emergency access
by pager or other means to insure that Tenant can obtain prompt access to
minimize service or business interruption (with Landlord using commercially
reasonable efforts to provide such access within four (4) hours after receipt
of notification in the event of an emergency);



               (iii) Landlord shall not be responsible for damage to Tenant’s
telecommunications facilities or for interruption of telecommunication services
for any reason other than Landlord’s gross negligence; and



               (iv) Tenant shall not damage or permit its contractor or
telecommunications providers to damage any telecommunications facilities
provided to other tenants of the Building unless Tenant notifies such other
tenants in advance and makes arrangements that are reasonably satisfactory to
such other tenants whose service may be affected.



          (f) Antennae Roof Rights. Subject to Landlord’s approval, and
approval by the Westfields Business Owners Association (to the extent required
by recorded covenants) and to all approvals required by Law, Tenant shall have
the ongoing right, on a pro-rata right basis based on the total square footage
leased in the Building by Tenant, and to place one or more antennas on the roof
of the Building to be used solely for Tenant’s business operations. Tenant
will install, maintain, and operate such antennas and their support structures
including power and data connections on the roof of the Building as is required
for its business throughout the Term without any additional charge or other
monetary consideration payable to Landlord. All



-15-









 




installations (and removals of such installations) shall be completed in a
manner that will not damage the roof or void any roof warranties. No
installations shall be visible from roadways adjacent to the Building unless
Landlord has granted consent thereto, in its sole discretion, after having
determined that such installations are of a type customarily used within
Westfields and that the same will not adversely affect the aesthetics or
marketability of the Building for sale or lease.




          (g) Signage.



               (i) Building Sign. Tenant shall have the non-exclusive right to
install, at its expense, an illuminated sign bearing the Tenant’s name and/or
corporate logo on the facade of the Building facing Park Meadow Drive at no
additional charge as shown on Exhibit K attached hereto (the “Building Sign”). For so long as the existing Lease between CACI, Inc. -
Federal (“CACI”) for the west wing of the Building CACI shall remain
in effect, Landlord shall not permit CACI to install Building facade signage
that is visible from Park Meadow Drive.



               (ii) Monument Signs. Tenant may install a panel or panel (a “Monument Panel”) on existing monument signs within the Project (the “Monument Signs”).



               (iii) Common Area Interior Signage. No Tenant in the Building
shall be afforded any common areas interior signage rights more favorable than
Tenant in terms of size, location, visibility and other relevant factors.



               (iv) Restrictions on Motor Circle Signage. Landlord hereby
agrees that no sign shall be placed on the facade of the Building that directly
faces the motor circle at the front entrance of the Building.



               (v) Exclusive Signage Rights Upon Expansion. If Tenant shall
lease in excess of 100,000 rentable square feet in the aggregate within the
Building, Tenant shall have exclusive signage and naming rights on all the
exterior facades of the Building.



               (vi) Conditions Relating to Building Signage The fabrication and
installation of the Building Sign, the Monument Sign Panels and any common area
interior signage shall be the sole responsibility of the Tenant. Any
installation shall be subject to the Landlord’s reasonable prior consent, to
all applicable Laws, covenants and restrictions and to all other provisions of
Section 8 above, including Landlord’s approval of all plans and approval of
plans by applicable governmental authorities and by the Westfields Business
Owners Association. Without limitation of Landlord’s approval rights, the size
of the Building Sign shall not exceed 50% of the allocated sign area for the
Building and the size of each Monument Panel installed by Tenant shall not
exceed 50% of the available panel space on each Monument Sign. Upon Tenant
satisfying the conditions in 8(g)(vi) above, Tenant shall have one hundred
percent (100%) of the allocated sign area for the Building.



               (vii) Directory. Subject to Landlord’s reasonable approval as to
size, location, design and quality, Tenant may, at Tenant’s expense, install
and maintain a directory in the Building lobby listing Tenant and each of its
officers. Tenant shall pay for all changes to the directory.



-16-









 





     9. Use. Tenant shall occupy and use the Premises only for the
Permitted Use and shall comply with all Laws relating to the use, condition,
access to, and occupancy of the Premises. Tenant will not commit waste,
overload the Building Structure or the Building Systems or subject the Premises
to use that would damage the Premises. Notwithstanding anything in this Lease
to the contrary, as between Landlord and Tenant, (a) Tenant shall bear the risk
of complying with Title III of the Americans With Disabilities Act of 1990, any
state Law governing handicapped access or architectural barriers, and all
rules, regulations, and guidelines promulgated under such Laws, as amended from
time to time (the “Disabilities Acts”) in the Premises; and (b) Landlord shall
bear the risk of complying with the Disabilities Acts in the common areas of
the Project, other than compliance that is necessitated by the use of the
Premises for other than the Permitted Use or as a result of any alterations or
additions made by Tenant (which risk and responsibility shall be borne by
Tenant). The Premises shall not be used for any use that creates extraordinary
fire hazards, or results in an increased rate of insurance on the Project or
its contents, or for the storage of any Hazardous Materials (other than typical
office supplies [e.g., photocopier toner] and then only in compliance with all
Laws). If, because of a Tenant Party’s acts or because Tenant fails to perform
its obligations under this Lease, the rate of insurance on the Project or its
contents increases, Tenant shall pay to Landlord the amount of such increase
within thirty (30) days upon demand, provided that acceptance of such payment
shall not waive any of Landlord’s other rights. Tenant shall conduct its
business and control each other Tenant Party so as not to create any nuisance
or unreasonably interfere with other tenants or Landlord in its management of
the Project.



     10. Assignment and Subletting.



          (a) Transfers. Except for Permitted Transfers, Tenant shall not,
without the prior written consent of Landlord which shall not be unreasonably
withheld, conditioned or delayed (i) assign, transfer, or encumber this Lease
or any estate or interest herein, whether directly or by operation of law; (ii)
permit any other entity to become Tenant hereunder by merger, consolidation, or
other reorganization; (iii) if Tenant is an entity other than a corporation
whose stock is publicly traded, permit the transfer of an ownership interest in
Tenant so as to result in a change in the current control of Tenant; (iv)
sublet any portion of the Premises; (v) grant any license, concession, or other
right of occupancy of any portion of the Premises; or (vi) permit the use of
the Premises by any parties other than Tenant (any of the foregoing events
being a “Transfer”). A partial assignment shall not be permitted
under any circumstances.



          (b) Consent Standards. Landlord shall not unreasonably withhold,
condition or delay its consent to any assignment or subletting of the Premises,
provided that the proposed transferee (i) is creditworthy; (ii) has a good
reputation in the business community; (iii) will use the Premises for the
Permitted Use and will not use the Premises in any manner that would conflict
with any exclusive use agreement or other similar agreement entered into by
Landlord with any other tenant of the Building; and (iv) will not use the
Premises, Building or Project in a manner that would materially increase the
pedestrian or vehicular traffic to the Premises, Building or Project;
otherwise, Landlord may withhold its consent in its sole discretion.



          (c) Request for Consent. If Tenant requests Landlord’s consent
to a Transfer, then, at least fifteen (15) business days prior to the effective
date of the proposed



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Transfer, Tenant shall provide Landlord and Landlord’s Mortgagee with a
written description of all terms and conditions of the proposed Transfer,
copies of a proposal or letter of intent (in each case executed by Tenant and
the proposed subtenant), and the following information about the proposed
transferee: name and address; reasonably satisfactory information about its
business and business history; its proposed use of the Premises; and general
financial information sufficient to enable Landlord to determine the proposed
transferee’s creditworthiness and character. Tenant shall reimburse Landlord
immediately upon request for its reasonable attorneys’ fees actually incurred
in connection with considering any request for consent to a Transfer, not to
exceed $1500 absent extraordinary circumstances that should be identified by
Landlord promptly after Landlord’s initial review of any request for a
Transfer.




          (d) Conditions to Consent. If Landlord consents to a proposed
Transfer, then the proposed transferee shall deliver to Landlord a written
agreement whereby it expressly assumes Tenant’s obligations hereunder; however,
any transferee of less than all of the space in the Premises shall be liable
only for obligations under this Lease that are properly allocable to the space
subject to the Transfer for the period of the Transfer. Landlord will be
deemed to have granted its consent to a proposed sublease if Landlord fails to
disapprove such sublease within ten (10) business days of receipt of Tenant’s
request for Landlord’s consent to such proposed sublease if Tenant’s such
request states in prominent bold text with all capital letters that “YOUR
FAILURE TO DISAPPROVE OF THE PROPOSED SUBLEASE WITHIN TEN (10) BUSINESS DAYS
AFTER YOUR RECEIPT OF THIS REQUEST FOR CONSENT TO SUBLEASE SHALL CONSTITUTE
YOUR APPROVAL OF SUCH SUBLEASE.” In no event shall Landlord be deemed to have
approved any proposed assignment as assignments must be specifically approved
by Landlord in writing in all instances. No Transfer shall release Tenant
from its obligations under this Lease, but rather Tenant and its transferee
shall be jointly and severally liable therefor. Landlord’s consent to any
Transfer shall not waive Landlord’s rights as to any subsequent Transfers. If
an Event of Default occurs while the Premises or any part thereof are subject
to a Transfer, then Landlord, in addition to its other remedies, may collect
directly from such transferee all rents becoming due to Tenant and apply such
rents against Rent. Tenant authorizes its transferees to make payments of rent
directly to Landlord upon receipt of notice from Landlord to do so following
the occurrence of an Event of Default hereunder. Tenant shall pay for the cost
of any demising walls or other improvements necessitated by a proposed
subletting or assignment unless Landlord exercises its recapture right below.



          (e) Cancellation. If Tenant proposes to lease one floor or more
of the Premises for all or substantially all of the remaining Term to
subtenants other than Permitted Transferees or subtenants who are customers or
clients of Tenant who sublease a portion of the Premises from Tenant solely for
the purpose facilitating their business relationship as opposed to Tenant’s
disposition of excess space, then Landlord may, within fifteen (15) business
days after submission of Tenant’s written request for Landlord’s consent to
such subletting (accompanied by an executed proposal or letter of intent
signed by Tenant and the proposed subtenant), cancel this Lease as to the
portion of the Premises proposed to be sublet or assigned as of the date the
proposed Transfer is to be effective. If Landlord cancels this Lease as to any
portion of the Premises, then this Lease shall cease for such portion of the
Premises and Tenant shall pay to Landlord all Rent accrued through the
cancellation date relating to the portion of the Premises



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covered by the proposed Transfer and Landlord shall pay all cost
associated with separating the recapture portion of the Premises from the rest
of the Premises. Thereafter, Landlord may lease such portion of the Premises
to the prospective transferee (or to any other person) without liability to
Tenant.




          (f) Additional Compensation. Except in the case of a Permitted
Transfer, Tenant shall pay to Landlord, immediately upon receipt thereof after
Tenant is first reimbursed for its expense, the excess of (i) fifty percent
(50%) of all compensation received by Tenant for a Transfer less the costs
reasonably incurred by Tenant with unaffiliated third parties in connection
with such Transfer (i.e., brokerage commissions, tenant finish work, marketing
and the like); over (ii) the Rent allocable to the portion of the Premises
covered thereby.



          (g) Permitted Transfers. Notwithstanding anything to the
contrary set forth herein, Tenant may Transfer all or part of its interest in
this Lease or all or part of the Premises (a “Permitted Transfer”) to
the following types of entities (a “Permitted Transferee”) without the
written consent of Landlord:



               (i) an Affiliate of Tenant;



               (ii) any corporation, limited partnership, limited liability partnership,
limited liability company or other business entity in which or with which
Tenant, or its corporate successors or assigns, is merged or consolidated, in
accordance with applicable statutory provisions governing merger and
consolidation of business entities, so long as (A) Tenant’s obligations
hereunder are assumed by the entity surviving such merger or created by such
consolidation; and (B) the Tangible Net Worth of the surviving or created
entity is not less than the Tangible Net Worth of Tenant as of the Commencement
Date; or



               (iii) any corporation, limited partnership, limited liability partnership,
limited liability company or other business entity acquiring all or
substantially all of Tenant’s assets if such entity’s Tangible Net Worth after
such acquisition is not less than the Tangible Net Worth of Tenant as of the
date hereof.


Tenant shall promptly notify Landlord of any such Permitted Transfer. Tenant
shall remain liable for the performance of all of the obligations of Tenant
hereunder, or if Tenant no longer exists because of a merger, consolidation, or
acquisition, the surviving or acquiring entity shall expressly assume in
writing the obligations of Tenant hereunder. Additionally, the Permitted
Transferee shall comply with all of the terms and conditions of this Lease,
including the Permitted Use, and the use of the Premises by the Permitted
Transferee may not violate any other agreements affecting the Premises, the
Project, Landlord or other tenants of the Building. At least thirty (30) days
after the effective date of any Permitted Transfer, Tenant agrees to furnish
Landlord with (A) copies of the instrument effecting any of the foregoing
Transfers; (B) documentation establishing Tenant’s satisfaction of the
requirements set forth above applicable to any such Transfer; and (C) evidence
of insurance as required under this Lease with respect to the Permitted
Transferee. The occurrence of a Permitted Transfer shall not waive Landlord’s
rights as to any subsequent Transfers. “Tangible Net Worth” means the
excess of total assets over total liabilities, in each case as determined in
accordance with generally accepted accounting principles consistently applied
(“GAAP”), excluding, however, from the




-19-









 




determination of total assets all assets which would be classified as
intangible assets under GAAP including goodwill, licenses, patents, trademarks,
trade names, copyrights, and franchises. Any subsequent Transfer by a
Permitted Transferee shall be subject to the terms of this Section.




          (h) Attornment by Subtenants. Each sublease by Tenant hereunder
shall be subject and subordinate to this Lease and to the matters to which this
Lease is or shall be subordinate, and each subtenant by entering into a
sublease is deemed to have agreed that in the event of termination, re-entry or
dispossession by Landlord under this Lease, Landlord may, at its option, take
over all of the right, title and interest of Tenant, as sublandlord, under such
sublease, and such subtenant shall, at Landlord’s option, attorn to Landlord
pursuant to the then executory provisions of such sublease, except that
Landlord shall not be (i) liable for any previous act or omission of Tenant
under such sublease; (ii) subject to any counterclaim, offset or defense that
such subtenant might have against Tenant; (iii) bound by any previous
modification of such sublease or by any rent or additional rent or advance rent
which such subtenant might have paid for more than the current month to Tenant,
and all such rent shall remain due and owing, notwithstanding such advance
payment; (iv) bound by any security or advance rental deposit made by such
subtenant which is not delivered or paid over to Landlord and with respect to
which such subtenant shall look solely to Tenant for refund or reimbursement;
or (v) obligated to perform any work in the subleased space or to prepare it
for occupancy, and in connection with such attornment, the subtenant shall
execute and deliver to Landlord any instruments Landlord may reasonably request
to evidence and confirm such attornment. Each subtenant or licensee of Tenant
shall be deemed, automatically upon and as a condition of its occupying or
using the Premises or any part thereof, to have agreed to be bound by the terms
and conditions set forth in this Section. The provisions of this Section shall
be self-operative, and no further instrument shall be required to give effect
to this provision.



     11. Insurance; Waivers; Subrogation; Indemnity.



          (a) Tenant’s Insurance. Effective as of the earlier of (i) the
date Tenant enters or occupies the Premises, or (ii) the Commencement Date, and
continuing throughout the Term, Tenant shall maintain the following insurance
policies: (A) commercial general liability insurance in amounts of $3,000,000
per occurrence (including umbrella or excess coverage), or, following the
expiration of the initial Term, such other amounts as Landlord may from time to
time reasonably require but not higher than amounts required by landlords of
comparable buildings in Chantilly (and, if the use and occupancy of the
Premises include any activity or matter that is or may be excluded from
coverage under a commercial general liability policy [e.g., the sale, service
or consumption of alcoholic beverages], Tenant shall obtain such endorsements
to the commercial general liability policy or otherwise obtain insurance to
insure all liability arising from such activity or matter [including liquor
liability, if applicable] in such amounts as Landlord may reasonably require),
insuring Tenant, Landlord, Landlord’s property management company and
Landlord’s asset management company against all liability for injury to or
death of a person or persons or damage to property arising from the use and
occupancy of the Premises and (without implying any consent by Landlord to the
installation thereof) the installation, operation, maintenance, repair or
removal of Tenant’s Off-Premises Equipment; (B) insurance covering the full
value of all alterations and improvements and betterments in the



-20-









 




Premises, naming Landlord and Landlord’s Mortgagee as additional loss
payees as their interests may appear; (C) insurance covering the full value of
all furniture, trade fixtures and personal property (including property of
Tenant or others) in the Premises or otherwise placed in the Project by or on
behalf of a Tenant Party (including Tenant’s Off-Premises Equipment); (D)
contractual liability insurance sufficient to cover Tenant’s indemnity
obligations hereunder (but only if such contractual liability insurance is not
already included in Tenant’s commercial general liability insurance policy);
(E) worker’s compensation insurance; and (F) business interruption insurance.
Tenant’s insurance shall provide primary coverage to Landlord when any policy
issued to Landlord provides duplicate or similar coverage, and in such
circumstance Landlord’s policy will be excess over Tenant’s policy. Tenant
shall furnish to Landlord certificates of such insurance evidencing the
maintenance of all insurance coverages required hereunder at least five (5)
days prior to the earlier of the Commencement Date or the date Tenant enters or
occupies the Premises, as soon as received following the renewal of said
insurance, and Tenant shall obtain a written obligation on the part of each
insurance company to notify Landlord at least thirty (30) days before
cancellation or any material change of any such insurance policies that
increases the deductible, decreases coverage or adds exclusions from coverage
with regard to the Building or Tenant’s operations in the Building. Without
limitation, a change in an insurance policy shall not be deemed material if
such change does not affect either the Building, Tenant’s property within the
Building or the risks to Landlord associated with Tenant’s operations within the
Building. All such insurance policies shall be in form, and issued by
companies with a Best Insurance Guide rating of A-IX or are otherwise
satisfactory to Landlord. If Tenant fails to comply with the foregoing
insurance requirements or to deliver to Landlord the certificates or evidence
of coverage required herein, Landlord, in addition to any other remedy
available pursuant to this Lease or otherwise, may, but shall not be obligated
to, obtain such insurance and Tenant shall pay to Landlord on demand the
premium costs thereof, plus all costs reasonably incurred by Landlord in
procuring such coverage.




          (b) Landlord’s Insurance. Throughout the Term of this Lease,
Landlord shall insure the Building against loss due to fire and other
casualties included with standard, extended coverage insurance (or its
equivalent) in amounts that are customary and reasonable for landlords in
Northern Virginia. The cost of all insurance carried by Landlord with respect
to the Project, including but not limited to property insurance (including
terrorism coverage), rent loss insurance and commercial general liability
insurance shall be included in Operating Costs. The foregoing insurance
policies and any other insurance carried by Landlord shall be for the sole
benefit of Landlord and under Landlord’s sole control, and Tenant shall have no
right or claim to any proceeds thereof or any other rights thereunder.



          (c) No Subrogation. Anything in this Lease to the contrary
notwithstanding, Landlord and Tenant each hereby waives any and all rights of
recovery, claim, action or cause of action against the other for any loss or
damage that may occur to the Premises or any improvements thereto, the
Building, the Project or any personal property of Landlord or Tenant, arising
from any cause that (i) would be insured against under the terms of any
property insurance required to be carried hereunder; or (ii) is insured against
under the terms of any property insurance actually carried, regardless of
whether the same is required hereunder. The foregoing waiver shall apply
regardless of the cause or origin of such claim, including but not limited to
the negligence of a party, or such party’s agents, officers, employees or
contractors.



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The foregoing waiver shall not apply if it would have the effect, but only
to the extent of such effect, of invalidating any insurance coverage of
Landlord or Tenant. The foregoing waiver shall also apply to any deductible,
as if the same were a part of the insurance recovery.




          (d) Indemnity. Subject to subsection (c), above, Tenant shall
defend, indemnify, and hold harmless Landlord and its representatives and
agents from and against all claims, demands, liabilities, causes of action,
suits, judgments, damages, and expenses (including reasonable attorneys’ fees)
arising from any injury to or death of any person or the damage to or theft,
destruction, loss, or loss of use of any property or inconvenience (a “Loss
”), arising from any occurrence on the Premises or arising out of the
installation, operation, maintenance, repair or removal of any of Tenant’s
Off-Premises Equipment; except to the extent caused by the negligence
of Landlord or its agents Subject to subsection (c) above, Landlord shall
defend, indemnify, and hold harmless Tenant and its agents from and against all
claims, demands, liabilities, causes of action, suits, judgments, and expenses
(including reasonable attorneys’ fees) for any Loss arising from any occurrence
in the common areas of the Project, except to the extent caused by the
negligence of Tenant or its agents, and even though any such claim, cause of
action, or suit is based upon or alleged to be based upon the strict liability
of Tenant or its agents. The indemnities set forth in this subsection shall
survive termination or expiration of this Lease and shall not terminate or be
waived, diminished or affected in any manner by any abatement or apportionment
of Rent under any provision of this Lease. If any proceeding is filed for
which indemnity is required hereunder, the indemnifying party agrees, upon
request therefor, to defend the indemnified party in such proceeding at its
sole cost utilizing counsel satisfactory to the indemnified party.



     12. Subordination; Attornment; Notice to Landlord’s Mortgagee.



          (a) Subordination. This Lease shall be subordinate to any deed
of trust, mortgage, or other security instrument (each, a “Mortgage”),
or any ground lease, master lease, or primary lease (each, a “Primary Lease
”), that now or hereafter covers all or any part of the Premises or the
Lease Personalty (the mortgagee under any such Mortgage, beneficiary under any
such deed of trust, or the lessor under any such Primary Lease is referred to
herein as a “Landlord’s Mortgagee”). The provisions of this Section
shall be self-operative and no further instrument of subordination shall be
required; however, in confirmation of such subordination, Tenant shall execute
and return to Landlord (or such other party designated by Landlord) within ten
(10) business days after written request therefor such documentation, in
recordable form if required, as a Landlord’s Mortgagee may reasonably request
to evidence the subordination of this Lease to such Landlord’s Mortgagee’s
Mortgage or Primary Lease (including a subordination, non-disturbance and
attornment agreement) or, if the Landlord’s Mortgagee so elects, the
subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this
Lease. Notwithstanding the foregoing, Tenant shall not be required to
subordinate its interest to any of Landlord’s Mortgagees unless such Mortgagee
executes a non-disturbance agreement in favor of Tenant pursuant to which it
agrees not to disturb Tenant’s occupancy of the Premises as long as Tenant is
not in default hereunder and will not name Tenant in any foreclosure
proceedings. Such subordination, non-disturbance and attornment agreement
shall be in a form consistent with the provisions of this Article 12 and 
Exhibit J. Within 30 days of the



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Commencement Date, Landlord’s Mortgagee shall execute and deliver to
Tenant a non-disturbance agreement in the form attached hereto as Exhibit J
.




          (b) Attornment. Tenant shall attorn to any party succeeding to
Landlord’s interest in the Premises, whether by purchase, foreclosure, deed in
lieu of foreclosure, power of sale, termination of lease, or otherwise, upon
such party’s request, and shall execute such agreements confirming such
attornment as such party may reasonably request.



          (c) Notice to Landlord’s Mortgagee. Tenant shall not seek to
enforce any remedy it may have for any default on the part of Landlord without
first giving written notice by certified mail, return receipt requested, or by
nationally recognized overnight courier specifying the default in reasonable
detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and
affording such Landlord’s Mortgagee a reasonable opportunity to perform
Landlord’s obligations hereunder.



          (d) Landlord’s Mortgagee’s Protection Provisions. If Landlord’s
Mortgagee shall succeed to the interest of Landlord under this Lease,
Landlord’s Mortgagee shall not be: (i) liable for any act or omission of any
prior lessor (including Landlord); (ii) bound by any rent or additional rent
(excluding any payments of estimated Additional Rent which exceed actual
Additional Rent for the same time period) or advance rent which Tenant might
have paid for more than the current month to any prior lessor (including
Landlord), and all such rent shall remain due and owing, notwithstanding such
advance payment; (iii) bound by any security or advance rental deposit made by
Tenant which is not delivered or paid over to Landlord’s Mortgagee and with
respect to which Tenant shall look solely to Landlord for refund or
reimbursement; (iv) bound by any termination, amendment or modification of this
Lease made without Landlord’s Mortgagee’s consent and written approval, except
for those terminations, amendments and modifications permitted to be made by
Landlord without Landlord’s Mortgagee’s consent pursuant to the terms of the
loan documents between Landlord and Landlord’s Mortgagee; (v) subject to the
defenses which Tenant might have against any prior lessor (including Landlord)
unless Tenant provides Landlord’s Mortgagee with written notice of any such
defenses within twenty (20) days after Tenant receives written notice from
Landlord’s Mortgagee that Landlord’s Mortgagee intends to commence foreclosure
proceedings or accept a deed in lieu of foreclosure due to a default by
Landlord under the Mortgage (an “Enforcement Notice”); and (vi) subject to the
offsets which Tenant might have against any prior lessor (including Landlord)
except for those offset rights which (A) are expressly provided in this Lease;
(B) relate to periods of time following the acquisition of the Project by
Landlord’s Mortgagee; and (C) Tenant has provided written notice to Landlord’s
Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity to cure
the event giving rise to such offset event. Landlord’s Mortgagee shall have
liability and responsibility under and pursuant to the terms of this Lease for
acts or omissions that occur during the time that Landlord’s Mortgagee owns an
interest in the Project; but shall have no such liability or responsibility for
acts or omissions that occur: (a) before it acquires title to the Project, or
(b) after transfers the Project to an unrelated third party. Nothing in this
Lease shall be construed to require Landlord’s Mortgagee to see to the
application of the proceeds of any loan, and Tenant’s agreements set forth
herein shall not be impaired on account of any modification of the documents
evidencing and securing any loan. Delivery of the Enforcement Notice to Tenant
by Landlord’s Mortgagee shall be a condition



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precedent to the right of Landlord’s Mortgagee to claim the benefit of
Section 12(d)(v) above, but Landlord’s Mortgagee shall not otherwise be
required to deliver an Enforcement Notice in order to exercise any rights or
remedies under its Mortgage or to claim any other benefits provided by this
Lease or this Section 12.




     13. Rules and Regulations. Tenant shall comply with the rules
and regulations of the Project which are attached hereto as Exhibit H.
Landlord may, from time to time, upon at least 30 days prior written notice to
Tenant, change such rules and regulations for the safety, care, or cleanliness
of the Project and related facilities, provided that such changes are
applicable to all tenants of the Building, will not unreasonably interfere with
Tenant’s use of the Premises or materially adversely affect Tenant’s rights
hereunder, and are enforced by Landlord in a non-discriminatory manner. Tenant
shall be responsible for the compliance with such rules and regulations by each
Tenant Party.



     14. Condemnation.



          (a) Total Taking. If the entire Project or Premises are taken by
right of eminent domain or conveyed in lieu thereof (a “Taking”), this
Lease shall terminate as of the date of the Taking.



          (b) Partial Taking — Tenant’s Rights. If any part of the Project
becomes subject to a Taking and such Taking will prevent Tenant from conducting
its business in the Premises in a manner reasonably comparable to that
conducted immediately before such Taking for a period of more than ninety (90)
days, then Tenant may terminate this Lease as of the date of such Taking by
giving written notice to Landlord within thirty (30) days after the Taking, and
Basic Rent and Additional Rent shall be apportioned as of the date of such
Taking.



          (c) Partial Taking — Landlord’s Rights. If any material portion,
but less than all, of the Project becomes subject to a Taking, or if Landlord
is required to pay any of the proceeds arising from a Taking to a Landlord’s
Mortgagee, then Landlord may terminate this Lease by delivering written notice
thereof to Tenant within thirty (30) days after such Taking, and Basic Rent and
Additional Rent shall be apportioned as of the date of such Taking.



          (d) Award. If any Taking occurs, then Landlord shall receive the
entire award or other compensation for the Land, the Project, or other
improvements taken; however, Tenant may separately pursue a claim (to the
extent it will not reduce Landlord’s award) against the condemnor for the value
of Tenant’s personal property which Tenant is entitled to remove under this
Lease, moving costs and loss of business.



          (e) Abatement. If neither party terminates this Lease on account
of a Taking, then this Lease will continue, but if any portion of the Premises
has been taken, Rent shall abate on a reasonable basis as to that portion of
the Premises rendered untenantable by the Taking.



     15. Fire or Other Casualty.



          (a) Repair Estimate. If the Premises or the Project are damaged
by fire or other casualty (a “Casualty”), Landlord shall, within sixty
(60) days after such Casualty, deliver



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to Tenant a good faith estimate (the “Damage Notice”) of the time
needed to repair the damage caused by such Casualty.




          (b) Tenant’s Rights. If a material portion of either the
Premises or the Data Center is damaged by Casualty such that Tenant is
prevented from conducting its business in the Premises in a manner reasonably
comparable to that conducted immediately before such Casualty and any of the
following is true:



               (i) Landlord estimates that the damage caused thereby cannot be repaired
within two hundred seventy (270) days after the date of such casualty (the “Repair Period”);



               (ii) a casualty occurs during the last year of the Term; or



               (iii) the proceeds from applicable insurance policies are not sufficient
to restore the Premises (including the Data Center and that portion of
equipment in the Data Center owned by Landlord) and Landlord elects, in its
sole discretion, not provide funds from other sources to cover any deficiency
such election to be made in the Damage Notice,


then Tenant may terminate this Lease by delivering written notice to Landlord
of its election to terminate within thirty (30) days after the Damage Notice
has been delivered to Tenant.




          (c) Landlord’s Rights. If a Casualty damages the Premises or a
material portion of the Project and (i) Landlord estimates that the damage to
the Premises cannot be repaired within the Repair Period; (ii) the damage to
the Premises exceeds fifty percent (50%) of the replacement cost thereof
(excluding foundations and footings), as estimated by Landlord, and such damage
occurs during the last two (2) years of the Term; (iii) regardless of the
extent of damage to the Premises, Landlord makes a good faith determination
that restoring the Project would be uneconomical; or (iv) Landlord is required
to pay any insurance proceeds arising out of the Casualty to a Landlord’s
Mortgagee, then Landlord may terminate this Lease by giving written notice of
its election to terminate within thirty (30) days after the Damage Notice has
been delivered to Tenant.



          (d) Repair Obligation. If neither party elects to terminate this
Lease following a Casualty, then Landlord shall, within a reasonable time after
such Casualty, begin to repair the Premises and shall proceed with reasonable
diligence to restore the Premises to substantially the same condition as they
existed immediately before such Casualty; however, Landlord shall not be
required to repair or replace any alterations or betterments within the
Premises that were installed by Tenant and not funded by Landlord (which shall
be promptly and with due diligence repaired and restored by Tenant at Tenant’s
sole cost and expense) or any furniture, equipment, trade fixtures or personal
property of Tenant or others in the Premises or the Building. Landlord’s
obligation to repair or restore the Premises shall be limited to the extent of
the insurance proceeds actually received by Landlord for the Casualty in
question. If this Lease is terminated under the provisions of this Section,
Landlord shall be entitled to the full proceeds of the insurance policies
providing coverage for all alterations, improvements and betterments in the
Premises excluding any proceeds applicable to Tenant’s movable trade fixtures
or business equipment.



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          (e) Abatement of Rent. If the Premises are damaged by Casualty,
Rent for the portion of the Premises rendered untenantable by the damage shall
be abated on a reasonable basis from the date of damage until the completion of
Landlord’s repairs (or until the date of termination of this Lease by Landlord
or Tenant as provided above, as the case may be), unless a Tenant Party
negligently caused such damage, in which case, Tenant shall continue to pay,
without abatement, any Rent that is not covered by any rent loss insurance that
Landlord may carry, without abatement.



     16. Personal Property Taxes. Tenant shall be liable for all
taxes levied or assessed against the Personalty as well as personal property,
furniture, or fixtures placed by Tenant in the Premises or in or on the
Building or Project. If any taxes for which Tenant is liable are levied or
assessed against Landlord or Landlord’s property and Landlord elects to pay the
same, or if the assessed value of Landlord’s property is increased by inclusion
of such personal property, furniture or fixtures and Landlord elects to pay the
taxes based on such increase, then Tenant shall pay to Landlord, within thirty
(30) days following written request therefor, the part of such taxes for which
Tenant is primarily liable hereunder.



     17. Events of Default. Each of the following occurrences shall
be an “Event of Default”:



          (a) Payment Default. Tenant’s failure to pay Rent within five
(5) days after written notice that the same is past due; provided however, if
Tenant fails to pay Rent when due on more than two (2) occasions during any
twelve (12) month period, Landlord shall not be required to give Tenant written
notice of any failure to pay Rent and an Event of Default shall have occurred
if Tenant fails to pay Rent when due;



          (b) Abandonment. Tenant abandons or vacates the Premises and
fails to perform its obligations under this Lease;



          (c) Document Delivery. Tenant fails to provide any estoppel
certificate or subordination agreement within the time frame set forth in this
Lease;



          (d) Insurance. Tenant fails to procure, maintain and deliver to
Landlord evidence of the insurance policies and coverages as required under
this Lease;



          (e) Mechanic’s Liens. Tenant fails to pay and release of record,
or diligently contest and bond around, any mechanic’s lien filed against the
Premises or the Project for any work performed, materials furnished, or
obligation incurred by or at the request of Tenant, within the time and in the
manner required by this Lease;



          (f) Other Defaults. Tenant’s failure to perform, comply with, or
observe any other agreement or obligation of Tenant under this Lease and the
continuance of such failure for a period of more than thirty (30) days after
Landlord has delivered to Tenant written notice thereof unless such default
cannot reasonably be cured within thirty (30) days and Tenant promptly
commences to cure such default and diligently prosecutes such cure to
completion within ninety (90) days of Landlord’s notice of default;



-26-









 





          (g) Insolvency. The filing of a petition by or against Tenant
(the term “Tenant” shall include, for the purpose of this subsection,
any guarantor of Tenant’s obligations hereunder) (i) in any bankruptcy or other
insolvency proceeding; (ii) seeking any relief under any state or federal
debtor relief Law; (iii) for the appointment of a liquidator or receiver for
all or substantially all of Tenant’s property or for Tenant’s interest in this
Lease; or (iv) for the reorganization or modification of Tenant’s capital
structure; however, if such a petition is filed against Tenant, then such
filing shall not be an Event of Default unless Tenant fails to have the
proceedings initiated by such petition dismissed within ninety (90) days after
the filing thereof.; and



          (h) Default Related to Letter of Credit. Tenant’s failure to
renew, replace or substitute the Letter of Credit, as more particularly
described in Section 6 above.



     18. Remedies. Upon any Event of Default, Landlord may, in
addition to all other rights and remedies afforded Landlord hereunder or by Law
or equity, take any one (1) or more of the following actions:



          (a) Termination of Lease. Terminate this Lease by giving Tenant
written notice thereof, in which event Tenant shall pay to Landlord the sum of
(i) all Rent accrued hereunder through the date of termination; (ii) all
Default Costs (as defined below); and (iii) an amount equal to (A) the total
Rent that Tenant would have been required to pay for the remainder of the Term
discounted to present value at a per annum rate equal to the “Prime Rate” as
published on the date this Lease is terminated by The Wall Street Journal,
Southeast Edition, in its listing of “Money Rates” minus one percent (1%);
minus (B) the then present fair rental value of the Premises for such period,
similarly discounted.



          (b) Termination of Possession. Terminate Tenant’s right to
possess the Premises without terminating this Lease by giving written notice
thereof to Tenant, in which event Tenant shall pay to Landlord (i) all Rent and
other amounts accrued hereunder to the date of termination of possession; (ii)
all Default Costs (as defined below); and (iii) all Rent and other net sums
required hereunder to be paid by Tenant during the remainder of the Term,
diminished by any net sums thereafter received by Landlord through reletting
the Premises during such period, after deducting all costs incurred by Landlord
in reletting the Premises. If Landlord elects to proceed under this
subsection, Landlord may remove all of Tenant’s property from the Premises and
store the same in a public warehouse or elsewhere at the cost of, and for the
account of, Tenant, without becoming liable for any loss or damage which may be
occasioned thereby unless the same is the result of the gross negligence of
Landlord. Landlord may relet the Premises on such terms as Landlord in its
sole discretion may determine (including a term different from the Term, rental
concessions, and alterations to, and improvement of, the Premises). Landlord
shall not be liable for, nor shall Tenant’s obligations hereunder be diminished
because of, Landlord’s failure to relet the Premises or to collect rent due for
such reletting. Tenant shall not be entitled to the excess of any
consideration obtained by reletting over the Rent due hereunder. Reentry by
Landlord in the Premises shall not affect Tenant’s obligations hereunder for
the unexpired Term; rather, Landlord may, from time to time, bring an action
against Tenant to collect amounts due by Tenant, without the necessity of
Landlord’s waiting until the expiration of the Term. Unless Landlord delivers
written notice to Tenant



-27-









 




expressly stating that it has elected to terminate this Lease, all actions
taken by Landlord to dispossess or exclude Tenant from the Premises shall be
deemed to be taken under this subsection. If Landlord elects to proceed under
this subsection, it may at any time elect to terminate this Lease under
subsection (a).




          (c) Perform Acts on Behalf of Tenant. Perform any act Tenant is
obligated to perform under the terms of this Lease (and enter upon the Premises
in connection therewith if necessary) in Tenant’s name and on Tenant’s behalf,
without being liable for any claim for damages therefor, and Tenant shall
reimburse Landlord on demand for any expenses which Landlord may incur in thus
effecting compliance with Tenant’s obligations under this Lease (including, but
not limited to, collection costs and legal expenses), plus interest thereon at
the Default Rate.



          (d) Alteration of Locks. To the extent permitted by Law,
Landlord may alter locks or other security devices at the Premises to deprive
Tenant of access thereto, and Landlord shall not be required to provide a new
key or right of access to Tenant.



          (e) Mitigation of Damages. To the extent required by Law,
Landlord shall mitigate its damages.



     19. Payment by Tenant; Non-Waiver; Cumulative Remedies.



          (a) Payment by Tenant. Upon any Event of Default, Tenant shall
pay to Landlord all of the following costs as reasonably incurred by Landlord
in (i) obtaining possession of the Premises; (ii) removing and storing Tenant’s
or any other occupant’s property; (iii) repairing, restoring, altering or
remodeling the Premises with standard office buildout (or providing a
reasonable allowance therefor); (iv) if Tenant is dispossessed of the Premises
and this Lease is not terminated, reletting all or any part of the Premises
(including brokerage commissions, cost of tenant finish work, and other costs
incidental to such reletting); (v) performing Tenant’s obligations that Tenant
failed to perform; (vi) enforcing, or advising Landlord of, its rights,
remedies, and recourses arising out of the Event of Default; (vii) interest on
all sums due Landlord at the Default Rate; and (viii) all court costs and
reasonable attorneys’ fees and expenses in connection with the foregoing
(collectively “Default Costs”).



          (b) No Waiver. Neither Landlord’s acceptance of Rent following
an Event of Default nor the application by Landlord of any security for the
obligations of Tenant following an Event of Default shall waive Landlord’s
rights regarding such Event of Default. No waiver by Landlord of any violation
or breach of any of the terms contained herein shall waive Landlord’s rights
regarding any future violation of such term. Landlord’s acceptance of any
partial payment of Rent shall not waive Landlord’s rights with regard to the
remaining portion of the Rent that is due, regardless of any endorsement or
other statement on any instrument delivered in payment of Rent or any writing
delivered in connection therewith; accordingly, Landlord’s acceptance of a
partial payment of Rent shall not constitute an accord and satisfaction of the
full amount of the Rent that is due.



          (c) Cumulative Remedies. Any and all remedies set forth in this
Lease: (i) shall be in addition to any and all other remedies Landlord may
have at Law or in equity;



-28-









 




(ii) shall be cumulative; and (iii) may be pursued successively or
concurrently as Landlord may elect. The exercise of any remedy by Landlord
shall not be deemed an election of remedies or preclude Landlord from
exercising any other remedies in the future.




          (d) Jurisdiction. To the full extent permitted by Law, Landlord
and Tenant agree the federal and state courts of the state in which the
Premises are located shall have exclusive jurisdiction over any matter relating
to or arising from this Lease and the parties’ rights and obligations under
this Lease



     20. Surrender of Premises. No act by Landlord shall be deemed an
acceptance of a surrender of the Premises, and no agreement to accept a
surrender of the Premises shall be valid unless it is in writing and signed by
Landlord. At the expiration or termination of this Lease, Tenant shall deliver
to Landlord the Premises with all improvements located therein in good repair
and condition, free of Hazardous Materials placed on the Premises during the
Term, broom clean, reasonable wear and tear (and condemnation and Casualty
damage not caused by Tenant) excepted, and shall deliver to Landlord all keys
to the Premises. Provided that Tenant has performed all of its obligations
hereunder, Tenant may remove all unattached trade fixtures, furniture, and
personal property placed in the Premises or elsewhere in the Project by Tenant
(but Tenant may not remove any item that was paid for, in whole or in part, by
Landlord). Additionally, Tenant shall have no obligation to remove any
alterations, additions or improvements; however, Landlord may require that
Tenant remove (i) all wiring, conduits and cabling installed by Tenant or at
Tenant’s request and (ii) any addition or improvement to the Premises or the
Project made after the initial build-out if Landlord specifically required
Tenant to remove such addition or improvement prior to Landlord’s approval of
same. Tenant shall repair all damage caused by such removal. All items not so
removed shall, at Landlord’s option, be deemed to have been abandoned by Tenant
and may be appropriated, sold, stored, destroyed, or otherwise disposed of by
Landlord without notice to Tenant and without any obligation to account for
such items; any such disposition shall not be considered a strict foreclosure
or other exercise of Landlord’s rights in respect of any security interest
granted hereunder. The provisions of this Section shall survive the end of the
Term.



          (a) Holding Over. If Tenant fails to vacate the Premises at the
end of the Term, then Tenant shall be a tenant at sufferance, and, in addition
to all other damages and remedies to which Landlord may be entitled for such
holding over, Tenant shall pay, in addition to the other Rent, Basic Rent equal
to one hundred fifty percent (150%) of the Basic Rent payable during the last
month of the Term. The provisions of this Section shall not be deemed to limit
or constitute a waiver of any other rights or remedies of Landlord provided
herein or at Law, including, but not limited to the right to recover any
reasonably foreseeable damages that Landlord may incur as a consequence of
Tenant’s failure to vacate the Premises upon expiration or termination of this
Lease; provided, that Tenant shall not be responsible for payment of
consequential damages to Landlord or for any penalties payable by Landlord as a
result of Landlord’s failure to deliver the Premises to a replacement tenant
unless Tenant has received at least sixty (60) days written notice from
Landlord that it has committed or intends to commit to deliver the Premises (or
a portion thereof) to a replacement tenant by a specified date and that
Landlord will incur damages should Tenant’s holdover prevent Landlord from
delivering the Premises to the replacement tenant on or before the committed
date.




-29-










 





     21. Certain Rights Reserved by Landlord. Provided that the
exercise of such rights does not unreasonably interfere with Tenant’s occupancy
of the Premises or its ingress and egress thereto, Landlord shall have the
following rights:



          (a) Building Operations. To decorate and to make inspections,
repairs, alterations, additions, changes, or improvements, whether structural
or otherwise, in and about the Project, or any part thereof; to enter upon the
Premises (after giving Tenant twenty-four hour advance notice thereof, which
may be oral notice, except in cases of real or apparent emergency or in the
performance of normal janitorial service, in which case no notice shall be
required) and, during the continuance of any such work, to temporarily close
doors, entryways, public space, and corridors in the Project; to interrupt or
temporarily suspend Project services and facilities; to change the name of the
Project; and to change the arrangement and location of entrances or
passageways, doors, and doorways, corridors, elevators, stairs, restrooms, or
other public parts of the Project;



          (b) Security. To take such measures as Landlord deems advisable
for the security of the Project and its occupants; evacuating the Project for
cause, suspected cause, or for drill purposes; temporarily denying access to
the Project; and closing the Project after normal business hours and on Sundays
and holidays, subject, however, to Tenant’s right to enter when the Project is
closed after normal business hours under such reasonable regulations as
Landlord may prescribe from time to time with the understanding that the Data
Center and Call Center operations are or may be 24/7;



          (c) Prospective Purchasers and Lenders. Upon twenty-four (24) hour
advance notice (which notice may be oral), to enter the Premises at all
reasonable hours to show the Premises to prospective purchasers or lenders.
Tenant may require that any tours be accompanied by Tenant’s representative;
and



          (d) Prospective Tenants. Upon twenty-four (24) hour advance notice
(which notice may be oral), at any time during the last twelve (12) months of
the Term (or earlier if Tenant has notified Landlord in writing that it does
not desire to renew the Term) or at any time following the occurrence of an
Event of Default, to enter the Premises at all reasonable hours to show the
Premises to prospective tenants. Tenant may require that any tours be
accompanied by Tenant’s representative.



     22. Miscellaneous.



          (a) Landlord Transfer. Landlord may transfer any portion of the
Project and any of its rights under this Lease. If Landlord assigns its rights
under this Lease,
then Landlord shall thereby be released from any further obligations
hereunder arising after the date of transfer, provided that the assignee
assumes Landlord’s obligations hereunder in writing.



          (b) Landlord’s Liability. The liability of Landlord (and its
partners, shareholders or members) to Tenant (or any person or entity claiming
by, through or under Tenant) for any default by Landlord under the terms of
this Lease or any matter relating to or arising out of the occupancy or use of
the Premises and/or other areas of the Project shall be limited to Tenant’s
actual direct, but not consequential, damages therefor and shall be



-30-









 




recoverable
only from the interest of Landlord in the Project, and Landlord (and its
partners, shareholders or members) shall not be personally liable for any
deficiency.




          (c) Force Majeure. Other than for Tenant’s obligations under this
Lease that can be performed by the payment of money (e.g., payment of Rent and
maintenance of insurance), whenever a period of time is herein prescribed for
action to be taken by either party hereto, such party shall not be liable or
responsible for, and there shall be excluded from the computation of any such
period of time, any delays due to strikes, riots, acts of God, shortages of
labor or materials, war, governmental Laws, regulations, or restrictions, or
any other causes of any kind whatsoever which are beyond the control of such
party.



          (d) Brokerage. Neither Landlord nor Tenant has dealt with any
broker or agent in connection with the negotiation or execution of this Lease,
other than Spaudling & Slye Colliers and The Staubach Company — Northeast, Inc.
(“Brokers”), whose commission shall be paid by Landlord, each commission to be
paid pursuant to separate written agreements. Tenant and Landlord shall each
indemnify the other against all costs, expenses, attorneys’ fees, liens and
other liability for commissions or other compensation claimed by any broker or
agent claiming the same by, through, or under the indemnifying party.



          (e) Estoppel Certificates. From time to time, Tenant or Landlord
shall each furnish to any party designated by the other, within ten (10)
business days after receipt of written request therefor, a certificate signed
by Landlord or Tenant (as applicable) confirming and containing such factual
certifications and representations as to this Lease as the requesting party may
reasonably request. Unless otherwise required by Landlord’s Mortgagee or a
prospective purchaser or mortgagee of the Project, the initial form of estoppel
certificate to be signed by Tenant is attached hereto as Exhibit I.



          (f) Notices. All rents and other sums payable by Tenant to
Landlord shall be paid to Landlord at the address set forth on the Lease
Summary Sheet, or such other place as Landlord may specify in writing to
Tenant. All notices and demands which may or are required or permitted to be
given by either party to the other hereunder shall be in writing. All notices,
consents, approvals and other communications that may be or are required to be
given under this Lease shall be properly given only if sent by (i) hand
delivery to the intended address; (ii) first class, United States Mail, postage
prepaid, certified, with return receipt requested, or (iii) a nationally
recognized overnight delivery service (such as FedEx, UPS Next Day Air or
Airborne Express), with all delivery charges paid by the sender and sent to the
address set forth on the Lease Summary Sheet, or at such other address as
either party each may request in writing. Such notices shall be deemed
received (A) if delivered by hand or overnight delivery
service, on the date of delivery, and (B) if sent by United States mail,
three days following the date of deposit. The refusal to accept delivery shall
constitute acceptance.



          (g) Separability. If any clause or provision of this Lease is
illegal, invalid, or unenforceable under present or future Laws, then the
remainder of this Lease shall not be affected thereby and in lieu of such
clause or provision, there shall be added as a part of this Lease a clause or
provision as similar in terms to such illegal, invalid, or unenforceable clause
or provision as may be possible and be legal, valid, and enforceable.



-31-









 





          (h) Amendments; Binding Effect. This Lease may not be amended
except by instrument in writing signed by Landlord and Tenant. No provision of
this Lease shall be deemed to have been waived by Landlord unless such waiver
is in writing signed by Landlord, and no custom or practice which may evolve
between the parties in the administration of the terms hereof shall waive or
diminish the right of Landlord to insist upon the performance by Tenant in
strict accordance with the terms hereof. The terms and conditions contained in
this Lease shall inure to the benefit of and be binding upon the parties
hereto, and upon their respective successors in interest and legal
representatives, except as otherwise herein expressly provided. This Lease is
for the sole benefit of Landlord and Tenant, and, other than Landlord’s
Mortgagee, no third party shall be deemed a third party beneficiary hereof.



          (i) Quiet Enjoyment. Provided Tenant has performed all of its
obligations hereunder, Tenant shall peaceably and quietly hold and enjoy the
Premises for the Term, without hindrance from Landlord or any party claiming
by, through, or under Landlord, but not otherwise, subject to the terms and
conditions of this Lease.



          (j) No Merger. There shall be no merger of the leasehold estate
hereby created with the fee estate in the Premises or any part thereof if the
same person acquires or holds, directly or indirectly, this Lease or any
interest in this Lease and the fee estate in the leasehold Premises or any
interest in such fee estate.



          (k) No Offer. The submission of this Lease to Tenant shall not be
construed as an offer, and Tenant shall not have any rights under this Lease
unless Landlord executes a copy of this Lease and delivers it to Tenant.



          (l) Entire Agreement. This Lease constitutes the final, complete
and entire agreement between Landlord and Tenant regarding the subject matter
hereof and supersedes all oral statements and prior writings relating thereto.
Except for those set forth in this Lease, no representations, warranties, or
agreements have been made by Landlord or Tenant to the other with respect to
this Lease or the obligations of Landlord or Tenant in connection therewith.
The normal rule of construction that any ambiguities be resolved against the
drafting party shall not apply to the interpretation of this Lease or any
exhibits or amendments hereto.



          (m) Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW,
LANDLORD AND TENANT EACH WAIVE ANY RIGHT TO TRIAL BY JURY IN ANY LITIGATION OR
TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE ARISING OUT OF OR WITH
RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED
OR
DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO.



          (n) Governing Law. This Lease shall be governed by and construed
in accordance with the Laws of the Commonwealth of Virginia.



          (o) Recording. Tenant shall not record this Lease or any
memorandum of this Lease without the prior written consent of Landlord, which
consent may be withheld or denied in the sole and absolute discretion of
Landlord, and any recordation by Tenant shall be a material breach of this
Lease. Tenant grants to Landlord a power of attorney to execute and



-32-









 




record a
release releasing any such recorded instrument of record that was recorded
without the prior written consent of Landlord.




          (p) Joint and Several Liability. If Tenant is comprised of more
than one (1) party, each such party shall be jointly and severally liable for
Tenant’s obligations under this Lease. All unperformed obligations of Tenant
hereunder not fully performed at the end of the Term shall survive the end of
the Term, including payment obligations with respect to Rent and all
obligations concerning the condition and repair of the Premises.



          (q) Financial Reports. Within forty-five (45) days after
Landlord’s request, but not more than once a calendar year or as may be
required by law or Landlord’s Mortgagee, Tenant will furnish Tenant’s most
recent audited financial statements (including any notes to them) to Landlord,
or, if no such audited statements have been prepared, such other financial
statements (and notes to them) as may have been prepared by an independent
certified public accountant or, failing those, Tenant’s internally prepared
financial statements. If Tenant is a publicly traded corporation, Tenant may
satisfy its obligations hereunder by providing to Landlord Tenant’s most recent
annual and quarterly reports within five (5) days upon request of Landlord. If
Tenant is a publicly traded corporation, Tenant shall not be required to
deliver the financial statements required under this Section more than once in
any twelve (12) month period unless requested by Landlord’s Mortgagee or a
prospective buyer or lender of the Project or an Event of Default occurs.



          (r) Landlord’s Fees. Whenever Tenant requests Landlord to take any
action not required of it hereunder or give any consent required or permitted
under this Lease, Tenant will reimburse Landlord for Landlord’s reasonable, out
of pocket costs payable to third parties and incurred by Landlord in reviewing
the proposed action or consent, including reasonable attorneys’, engineers’ or
architects’ fees, within thirty (30) days after Landlord’s delivery to Tenant
of a statement of such costs. Tenant will be obligated to make such
reimbursement without regard to whether Landlord consents to any such proposed
action.



          (s) Telecommunications. Tenant and its telecommunications
companies, including local exchange telecommunications companies and
alternative access vendor services companies, shall have no right of access to
and within the Project, for the installation and operation of
telecommunications systems, including voice, video, data, Internet, and any
other services provided over wire, fiber optic, microwave, wireless, and any
other transmission systems (“Telecommunications Services”), for part or
all of Tenant’s telecommunications within the Project and from the Project to
any other location unless
Landlord has given its Landlord’s prior written approval of the means and
methods of installation of such Telecommunication Services which approval shall
not be unreasonably withheld, condition or delayed. Landlord may withhold its
consent if any proposed access or activities of Tenant and/or its
telecommunications companies shall impair or interfere with any existing
telecommunications systems within the Project. All providers of
Telecommunications Services shall be required to comply with the rules and
regulations of the Project, applicable Laws and Landlord’s policies and
practices for the Project. Landlord shall not have the right to approve the
provider(s) Tenant selects. Tenant acknowledges that Landlord shall not be
required to provide or arrange for any Telecommunications Services and that
Landlord shall have no liability to any Tenant Party in



-33-









 




connection with the
installation, operation or maintenance of Telecommunications Services or any
equipment or facilities relating thereto. Tenant, at its cost and for its own
account, shall be solely responsible for obtaining all Telecommunications
Services.




          (t) Confidentiality. Tenant acknowledges that the Rent and
financial terms and conditions of this Lease are to remain confidential for
Landlord’s benefit, and may not be disclosed by Tenant to anyone, by any manner
or means, directly or indirectly, without Landlord’s prior written consent,
except as required by applicable Law or court order. The consent by Landlord
to any disclosures shall not be deemed to be a waiver on the part of Landlord
of any prohibition against any future disclosure.



          (u) Authority. Tenant (if a corporation, partnership or other
business entity) hereby represents and warrants to Landlord that Tenant is a
duly formed and existing entity qualified to do business in the state in which
the Premises are located, that Tenant has full right and authority to execute
and deliver this Lease, and that each person signing on behalf of Tenant is
authorized to do so.



          (v) Hazardous Materials. The term “Hazardous Materials”
means any substance, material, or waste that is now or hereafter classified or
considered to be hazardous, toxic, or dangerous under any Law relating to
pollution or the protection or regulation of human health, natural resources or
the environment, or poses or threatens to pose a hazard to the health or safety
of persons on the Premises or in the Project. Tenant shall not use, generate,
store, or dispose of, or permit the use, generation, storage or disposal of
Hazardous Materials on or about the Premises or the Project except in a manner
and quantity necessary for the ordinary performance of Tenant’s business, and
then in compliance with all Laws. If Tenant breaches its obligations under
this Section, Landlord may immediately take any and all action reasonably
appropriate to remedy the same, including taking all appropriate action to
clean up or remediate any contamination resulting from Tenant’s use,
generation, storage or disposal of Hazardous Materials. Tenant shall defend,
indemnify, and hold harmless Landlord and its representatives and agents from
and against any and all claims, demands, liabilities, causes of action, suits,
judgments, damages and expenses (including reasonable attorneys’ fees and cost
of clean up and remediation) arising from Tenant’s failure to comply with the
provisions of this Section. This indemnity provision shall survive termination
or expiration of this Lease. As of the Commencement Date, Landlord has not
received a “Notice of Violation” regarding the unlawful presence of any
Hazardous Materials within the Project and to its actual knowledge, Landlord is
not aware of any existing violation of Laws regarding
Hazardous Materials. Landlord shall comply with applicable Law regarding
the remediation of any Hazardous Materials that may be located within the
Project, except to the extent the same are Tenant’s responsibility under this
paragraph.



          (w) Garage Expansion. Landlord shall have the right, but not the
obligation to expand the Garage at any time as follows: (i) the expansion
shall be at Landlord’s sole cost; (ii) Landlord may lease such expansion space
to third party occupants of an adjacent building; (iii) the expansion shall not
cause or result in any increase in Tenant’s responsibility for Basic Rent,
Additional Rent or any other sums charged hereunder; (iv) Landlord shall notify
Tenant of Landlord’s intent to expand the Garage at least ninety (90) days
prior to commencing



-34-









 




construction; (v) Landlord shall use reasonable efforts not
to disrupt Tenant’s use of the Garage during construction or if there is such
disruption Tenant shall be provided parking spaces in the ratio required by
this Lease in Section 2; (vi) Tenant ingress and egress to the Garage from the
Building shall not be affected; (viii) Tenant ingress and egress to the Garage
from the roadways shall not be materially adversely impaired; and (ix) Tenant’s
site line from its Premises shall not be materially adversely impaired or
otherwise obstructed; and following construction, Tenant’s use of the Garage
shall not be materially impaired.




          (x) List of Exhibits. All exhibits and attachments attached hereto
are incorporated herein by this reference.



	 	 	 	 	 
	Exhibit A

	 	-
	 	Outline of Premises
	Exhibit B

	 	-
	 	Description of the Land
	Exhibit C

	 	-
	 	Renewal Option
	Exhibit D

	 	-
	 	Right of First Offer
	Exhibit E

	 	-
	 	Form of Confirmation of Commencement Date
	Exhibit F

	 	-
	 	Tenant Finish-Work: Allowance
	Exhibit G

	 	-
	 	[Intentionally Left Blank]
	Exhibit H

	 	-
	 	Project Rules and Regulations
	Exhibit I

	 	-
	 	Form of Tenant Estoppel Certificate
	Exhibit J

	 	-
	 	Form of SNDA
	Exhibit K

	 	-
	 	Signage
	Exhibit L

	 	-
	 	Cleaning Specifications
	Exhibit M

	 	-
	 	Stacked Parking Area







     23. Other Provisions.



          (a) Disclaimer
of Warranty. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED
HEREIN, LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE
PREMISES AND THE PERSONALTY ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL
PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON
THE CONDITION OF THE PREMISES, THE CONDITION OF THE PERSONALTY OR THE
PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE
EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT
ABATEMENT, DEMAND, SETOFF OR DEDUCTION,
NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS
HEREUNDER, WHETHER EXPRESS OR IMPLIED.



-35-









 





     This Lease is executed on the respective dates set forth below, but for
reference purposes, this Lease shall be dated as of the date first above
written. If the execution date is left blank, this Lease shall be deemed
executed as of the date first written above.



	 	 	 	 	 	 	 
	LANDLORD:	 	FALK US PROPERTY INCOME FUND II, L.P., a
	 	 	Delaware limited partnership
	 
	 	 	 	 	 	 
	 	 	By:	 	Falk U.S. Investments, Inc.
	 	 	 	 	General Partner
	

	 	 	 	By:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Name:	 	 
	

	 	 	 	 	 	
 
	

	 	 	 	Title:	 	 
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	 	 	Date Executed:
	

	 	 	 	 	 	
 
	 
	 	 	 	 	 	 
	TENANT:	 	ONLINE RESOURCES CORPORATION
	 	 	a Delaware corporation
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	 	 	
 
	

	 	Name:	 	 	 	 
	

	 	 	 	 	 	
 
	

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	
 
	 	 	Date Executed:
	

	 	 	 	 	 	
 







-36-









 





EXHIBIT A

OUTLINE OF PREMISES









A-1









 





EXHIBIT A (cont.)

OUTLINE OF PREMISES









A-2









 





EXHIBIT A (cont.)

OUTLINE OF PREMISES










A-3









 








EXHIBIT A-1

LOCATION OF RESERVED PARKING SPACES









A-4









 





EXHIBIT B

DESCRIPTION OF THE LAND 



All that certain lot or parcel of land situate and lying in Fairfax County,
Virginia and more particularly described as Parcel “8-D” Westfields, The
International Corporate Center at Dulles, more particularly described as
follows:



Beginning at a pipe found on the westerly right of way line of Park Meadow
Drive; thence in a southerly direction following said right of way S 14° 27’
53” E 104.66 feet to a pipe; thence along a curve to the left having a radius
of 904.42 feet a distance of 203.97’ to a pipe found; thence along a curve to
the left having a radius of 899.00 feet a distance of 85.03 feet to a “pk” nail
found; thence leaving said right of way line of Park Meadow Drive in a Westerly
direction along a curve to the left having a radius of 165.00 feet a distance
of 130.61 feet to a “pk” nail found; thence S 8° 37’ 09” W 24.93 feet to a nail
to be set; thence along a curve to the right having a radius of 150.00 feet a
distance of 157.83 feet to a “pk” nail found; thence along a curve to the right
having a radius of 120.00 feet a distance of 75.90 feet to a nail to be set;
thence along a curve to the left having a radius of 198.00 feet a distance of
114.04 feet to a “pk” nail found; thence along a curve to the left having a
radius of 103.00 feet a distance of 67.47 feet to a nail to be set; thence N
44° 29’ 44” W 88.31 feet to a pipe found; thence N 74° 59’ 43” W 315.00 feet to
a pipe found; thence N 43° 47’ 02” W 130.00 feet to a pipe found; thence N 46°
12’ 58” E 472.00 feet to a pipe found; thence N 75° 32’ 07” E 393.00 feet to a
pipe found being the point and place of beginning. Said parcel contains 7.972
acres.




B-1









 





EXHIBIT C

RENEWAL OPTION




     Provided no Event of Default exists, Tenant may renew this Lease for up to
two (2) additional period of five (5) years each, by delivering written notice
of the exercise thereof to Landlord not earlier than twelve (12) months nor
later than nine (9) months before the expiration of the initial or extended
Term (as applicable). The Basic Rent payable for each month during such
extended Term shall be the equal to the Prevailing Rental Rate (as defined
below) for comparable leases with a term of not less than four (4) years or
more than six (6) years, executed on or about the date on which the Prevailing
Rental Rate is determined. Each such renewal option must be exercised for an
entire floor in the east wing (but not less than two floors) (i.e. the renewal
must be for either two entire floors or the entire Premises). If the renewal
includes less than all of the Premises, Tenant shall pay for all modifications
necessary to subdivide its remaining Premises from the Premises not so taken
such that the remaining space can be leased to third parties, including, but
not limited to any electrical, HVAC, access and other modifications necessary
to make the remain space leasable and distinct from the that portion of the
Premises retained by Tenant upon renewal. If Tenant takes only two floors
upon its first renewal, the remaining floor shall no longer be subject to this
Lease and Tenant shall have no renewal or other rights with respect thereto.



     The Basic Rent for each of these option periods shall be equal to the then
prevailing fair market leasing rental rate for non-renewal tenants for space in
buildings of comparable age, type, size, quality, and location to the Building
(the “Prevailing Rental Rate”. The determination of Prevailing Rental
Rate shall be for office space but shall also apply to any space built out as a
data center. The Prevailing Rental Rate shall include considerations being
made for credit worthiness of the Tenant including appropriate security
deposits versus other tenants whose leases are included in the fair market
rental analysis, leasing concessions, rental abatement, parking costs,
leasehold improvement allowances and other factors that are relevant in the
marketplace. Within ten (10) days after receipt of Tenant’s notice to renew,
Landlord shall deliver to Tenant written notice of the Prevailing Rental Rate
and shall advise Tenant of the required adjustment to Basic Rent, if any, and
the other terms and conditions offered as part of the Prevailing Rental Rate.
Tenant shall, within ten (10) days after receipt of Landlord’s notice, notify
Landlord in writing whether Tenant accepts or rejects Landlord’s determination
of the Prevailing Rental Rate. If Tenant fails to timely notify Landlord in
writing that Tenant accepts or rejects Landlord’s determination of the
Prevailing Rental Rate, time being of the essence with respect thereto,
Tenant’s rights under this Exhibit shall terminate and Tenant shall have no
right to renew this Lease. If Tenant timely notifies Landlord that Tenant
accepts Landlord’s determination of the Prevailing Rental Rate, then, on or
before the commencement date of the extended Term, Landlord and Tenant shall
execute an amendment to this Lease extending the Term on the same terms
provided in this Lease, except as follows:



          (a) Basic Rent shall be adjusted to the Prevailing Rental Rate (including
annual increases in Basic Rent that are consistent with the Prevailing Rental
Rate;



          (b) Landlord shall lease to Tenant the Premises in their then-current
condition, and Landlord shall not provide to Tenant any allowances (e.g.,
moving allowance,



C-1









 




construction allowance, and the like) or other tenant inducements except
to the extent the same are included as part of the Prevailing Rental Rate.



If Tenant does not accept Landlord’s determination and if both parties,
negotiating in good faith, cannot agree within ten (10) days after Tenant’s
receipt of Landlord’s proposed Prevailing Rental Rate, then Landlord and Tenant
shall, within five (5) days after the expiration of such ten day period, shall
each hire a commercial real estate broker, with a minimum of ten (10) years
experience, working in the Greater Fairfax County submarket. Within ten (10)
days of their engagements, each broker shall render a determination of
Prevailing Rental Rate and if there is less than a five percent (5%) difference
in those determinations the average of the two shall be deemed the
determination of Prevailing Rental Rate. If the two (2) broker determination
difference is greater than five percent (5%) then the two (2) brokers shall
mutually agree on a third (3rd) broker who meets the minimum qualifications
stated above within five (5) days such third broker shall render his or her
determination as to which of the two brokers’ opinion most closely reflects the
Prevailing Rental Rate within ten (10) days in which event the average of the
closest two brokers’ opinion of the Prevailing Rental Rate shall use be used as
the Prevailing Rental Rate. Each party shall pay the cost of its own broker
and the parties shall share equally the costs of the third broker.




     As an inducement to consider non-renewing tenancies in the determination
of the Prevailing Rental Rate, the Landlord may require Tenant to post a Letter
of Credit that shall be based upon Landlord’s sole but good faith assessment of
the Tenant’s ability to satisfy the Prevailing Market Rate terms and conditions
that will be applicable to such renewal.



     Tenant’s rights under this Exhibit shall terminate if (i) this Lease or
Tenant’s right to possession of the Premises is terminated; (ii) Tenant assigns
any of its interest in this Lease or sublets any portion of the Premises for
the remaining term of the Lease other than to (A) a Permitted Transferee or (B)
subtenants who are customers or clients of Tenant who sublease a portion of the
Premises from Tenant (at rate and terms that are no more favorable to Tenant
than those set forth in this Lease) leaving Tenant with less than two floors;
or (iii) Tenant fails to timely exercise its option under this Exhibit, time
being of the essence with respect to Tenant’s exercise thereof.



C-2









 





EXHIBIT D

RIGHT OF FIRST OFFER



Provided that there shall not have occurred any material adverse change in
Tenant’s financial condition since the Commencement Date, Tenant will have an
ongoing “first right of offering ” to lease additional office space coming
available in the Building from time to time during the Term (the “Offer
Space”), such right of first offering being more particularly described below.
If Landlord shall receive a bona fide proposal to lease all or any portion of
the Available Space in the Building that Landlord desires to pursue (a “Bona
Fide Proposal”), Landlord shall notify Tenant and CACI, if applicable, in
writing of its desire to pursue the Bona Fide Proposal (the “Offer Notice”).
Tenant shall have five (5) business days after receipt of Landlord’s Offer
Notice to notify Landlord that Tenant desires to lease all (but not less than
all of the space and measured in accordance with the BOMA method of
measurement) of the space included in the Bona Fide Proposal for a period (i)
coterminous with the Premises if more than five (5) years remains on the Term
or (ii) if less than five (5) years remain on the Lease Term then the period
shall be equal to that contained in the Bona Fide Proposal. If Tenant elects
to lease such Offer Space during the one (1) year period following the Rent
Commencement Date, the rental rate for the Offer Space will be equal to the per
square foot Basic Rental Rate set forth in this Lease, including any
escalations provided for herein and the leasehold improvement allowance shall
be $15.00 per rentable square foot in the Offered Space. After such one (1)
year period, the Basic Rent payable with respect to such expansion space shall
be equal to the Prevailing Rental Rate, as determined in the manner provided
above, except that the tenant improvement allowance shall not exceed $15.00.



Time is of the essence with regard to this Exhibit D. Accordingly, in the
event that Tenant does not notify Landlord in writing within such five (5)
business day period that Tenant will lease all (but not less than all) of the
Offer Space on the terms set forth above (a “Tenant Waiver”), then (i) Tenant
will be deemed to have waived its rights to lease the Offer Space and (ii)
Landlord may thereafter lease the Offer Space or portions thereof (even if upon
different terms negotiated in good faith).



Tenant’s rights with respect to the Offer Space shall not be severable from the
Lease, nor may such rights be assigned or otherwise conveyed in connection with
any permitted assignment of the Lease. Landlord’s consent to any assignment of
the Lease shall not be construed as allowing an assignment or a conveyance of
the rights granted herein to any assignee. Nothing herein contained should be
construed so as to limit or abridge Landlord’s ability to deal with the Offer
Space or to lease the Offer Space to other tenants, Landlord’s sole obligation
being to offer, and if such offer is accepted, to deliver the Contiguous Space
to Tenant in accordance with this provision. This Exhibit and the rights
granted hereunder shall be null and void upon (i) the occurrence of any Event
of Default under this Lease or (ii) Tenant’s assignment of this Lease or
sublease or any portion of the Premises to any party other than Permitted
Transferees or subtenants who are customers or clients of Tenant who sublease a
portion of the Premises from Tenant (at rate and terms that are no more
favorable to Tenant than those set forth in this Lease) solely for the purpose
facilitating their business relationship as opposed to Tenant’s disposition of
excess space.





D-1










 





EXHIBIT E

CONFIRMATION OF COMMENCEMENT DATE




                    ,      


     



     


     


     





		
	     Re: 	Lease Agreement (the “Lease”) dated                     ,
20     , between Falk US Property Income Fund II, L.P. (“Landlord
”), and                          , a                           (“
Tenant”). Capitalized terms used herein but not defined shall
be given the meanings assigned to them in the Lease.





Ladies and Gentlemen:



     Landlord and Tenant agree as follows:



          2. Condition of Premises. Tenant has accepted possession of the
Premises pursuant to the Lease. Any improvements required by the terms of the
Lease to be made by Landlord have been completed to the full and complete
satisfaction of Tenant in all respects and Landlord has fulfilled all of its
duties under the Lease with respect to such initial tenant improvements.
Furthermore, Tenant acknowledges that the Premises are suitable for the
Permitted Use.



          3. Commencement Date. The Commencement Date of the Lease is May
     , 2004.



          4. Expiration Date. The Term is scheduled to expire on September
30, 2014, subject to the renewal rights provided in the Lease.



          5. Ratification. Tenant hereby ratifies and confirms its
obligations under the Lease, and represents and warrants to Landlord that it
has no known defenses thereto. Additionally, Tenant further confirms and
ratifies that, as of the date hereof (a) the Lease is and remains in full force
and effect; and (b) Tenant has no known claims, counterclaims, set-offs or
defenses against Landlord arising out of the Lease or in any way relating
thereto.



          6. Binding Effect; Governing Law. Except as modified hereby, the
Lease shall remain in full effect and this letter shall be binding upon
Landlord and Tenant and their respective successors and assigns. If any
inconsistency exists or arises between the terms of this letter and the terms
of the Lease, the terms of this letter shall prevail. This letter shall be
governed by the laws of the Commonwealth of Virginia.



     Please indicate your agreement to the above matters by signing this letter
in the space indicated below and returning an executed original to us.



E-1









 





	 	 	 	 	 
	 	Sincerely,



FALK US PROPERTY INCOME FUND II, L.P.

 	 
	 	By:  	Falk U.S. Investments, Inc.
 	 
	 	 	General Partner 	 
	 	 	 	 
	 
	 	 	 
	 	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 
	 
	 	Agreed and accepted:



ONLINE RESOURCES CORPORATION

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 




E-2









 





EXHIBIT F




TENANT FINISH-WORK: ALLOWANCE

(TENANT PERFORMS THE WORK)




          1. Definitions. As used herein, the following capitalized terms
shall have the following meanings:



               (a) "Total Construction Costs” shall mean the entire cost of
performing the Work (including design of the Work and preparation of the
Approved Plans) costs of construction labor and materials, demolition of the
kitchen and cafeteria areas of the Building, electrical usage during
construction, additional janitorial services, general tenant signage, related
taxes and insurance costs, permitting costs and demolition costs.



               (b) "Work” means all construction, installation and other tenant
improvement work necessary to complete the improvements shown on the Approved
Plans.



          2. Acceptance of Premises. Except as set forth in this Exhibit,
Tenant accepts the Premises in their “AS-IS” condition as of the date
of this Lease. The furniture, fixtures and equipment within the Premises as of
the Commencement Date are provided to and accepted by Tenant on an “AS-IS” basis and without any representation or warranty by Landlord, including
but not limited to express warranties, implied warranties or warranties of
fitness for a particular purpose. Notwithstanding the foregoing, as relates to
the Building in its entirety, Landlord will cause the Building and Premises to
comply with current, applicable (A) laws relating to substances that are
hazardous under federal law, and (B) accessibility requirements under the
Americans with Disabilities Act for the Building, grounds and surface parking
areas; provided that Tenant shall be responsible for environmental compliance
with respect to use of the Building by Tenant, its agents, employees,
contractors or invitees and for ADA compliance to the extent improvements to
the Building made by Tenant or Tenant’s use of the Premises impose
accessibility and other requirements that would not otherwise apply for
customary office uses. In addition, if required by applicable law, Landlord
will, at its expense, cause the Premises to be in substantial compliance with
ASHRE requirements for fresh air mix as part of the HVAC system performance.
The foregoing limited Landlord obligations shall be subject to any applicable
safe harbor, grandfathering or existing nonconforming use or other legal
exceptions that may be applicable for any reason, including, but not limited
to, that the Building was constructed prior to enactment of the requirement or
law in question.



          3. Space Plans.



               (a) Preparation and Delivery. Tenant shall deliver to Landlord a
space plan prepared by Tenant’s architect (the “Architect”) depicting
improvements to be installed in the Premises (the “Space Plans”).



               (b) Space Plan Approval Process. Landlord shall notify Tenant
whether it approves of the submitted Space Plans within ten (10) days after
Tenant’s submission thereof. If Landlord disapproves of such Space Plans, then
Landlord shall notify Tenant thereof specifying in reasonable detail the
reasons for such disapproval, in which case Tenant shall,



F-1









 







within five (5) business days after such notice, revise such Space Plans
in accordance with Landlord’s objections and submit to Landlord for its review
and approval. Landlord shall notify Tenant in writing whether it approves of
the resubmitted Space Plans within five (5) business days after its receipt
thereof. This process shall be repeated until the Space Plans have been
finally approved by Landlord and Tenant.



          4. Tenant Improvement Plans.



               (a) Preparation and Delivery. Tenant shall provide to Landlord
for Landlord’s approval final working drawings, prepared by the Architect, of
all improvements that Tenant proposes to install in the Premises; such working
drawings shall include the partition layout, ceiling plan, electrical outlets
and switches, telephone outlets, drawings for any modifications to the
mechanical and plumbing systems of the Building, and detailed plans and
specifications for the construction of the improvements called for under this
Exhibit in accordance with all applicable Laws (such working drawings and plans
and specifications being referred to herein as the “Proposed Tenant
Improvement Plans").



               (b) Tenant Improvement Plans Approval Process. Landlord shall
notify Tenant whether it approves of the submitted Proposed Tenant Improvement
Plans within ten (10) days after Tenant’s submission thereof. If Landlord
disapproves of the Proposed Tenant Improvement Plans, then Landlord shall
notify Tenant thereof specifying in reasonable detail the reasons for such
disapproval, in which case Tenant shall, within five (5) business days after
such notice, revise the Proposed Tenant Improvement Plans in accordance with
Landlord’s objections and submit the revised Proposed Tenant Improvement Plans
to Landlord for its review and approval. Landlord shall notify Tenant in
writing whether it approves of the resubmitted Proposed Tenant Improvement
Plans within five (5) business days after its receipt thereof. This process
shall be repeated until the Proposed Tenant Improvement Plans have been finally
approved by Tenant and Landlord (the Proposed Tenant Improvement Plans, as
approved by Landlord and Tenant and as amended from time to time by any changes
approved by Landlord in writing, are hereinafter referred to as the “Approved
Plans”).



               (c) Landlord’s Approval. Landlord’s approval of the Proposed
Tenant Improvement Plans shall not be unreasonably withheld, provided that (i)
they comply with all Laws; (ii) the improvements depicted thereon do not
adversely affect (in the reasonable discretion of Landlord) the Building
Structure or the Building Systems (including restrooms or mechanical rooms),
the exterior appearance of the Building, or the appearance of the common areas
or elevator lobby of the Project; and (iii) the Proposed Tenant Improvement
Plans are sufficiently detailed to allow construction of the improvements in a
good and workmanlike manner. Landlord’s approval of the Approved Plans shall
not be a representation or warranty of Landlord that such drawings are adequate
for any use or comply with any Law, but shall merely be the consent of Landlord
thereto. Landlord and Tenant shall sign the Approved Plans to evidence review
and approval thereof.



               (d) Change Orders. Tenant may initiate changes in the Work.
Each such change must receive the prior written approval of Landlord except for
those change orders that are mere field clarifications or change orders to
which Tenant’s contractor is entitled as a



F-2









 







matter of right without Tenant’s approval. Landlord will not unreasonably
withhold or delay its approval of any proposed change order; however if such
requested change would adversely affect (in the reasonable discretion of
Landlord) (i) the Building Structure or the Building Systems (including the
Building restrooms or mechanical rooms), (ii) the exterior appearance of the
Building, or (iii) the appearance of the Project common areas or elevator lobby
areas (excluding those elevator lobbies located wholly within the Premises,
then Landlord may withhold its consent in its sole and absolute discretion.
Tenant shall, upon completion of the Work, furnish Landlord with an accurate
architectural “as-built” plan of the Work as constructed, which plan shall be
incorporated into this Exhibit E by this reference for all purposes.



          5. Tenant’s Construction. Tenant shall cause all Work to be
performed in a good and workman-like manner, in accordance with the Approved
Plans and in compliance with all applicable Laws and the provisions of Section
8 of the Lease. Tenant or its designees shall obtain all permits, certificates
(including the non-residential use permit) and other governmental approvals
from all governmental entities having jurisdiction which are necessary for the
completion of the Work. All construction materials used shall be subject to
normal and customary warranties and Tenant will diligently pursue to completion
the prompt correction of all defects in the Work. Subject to Landlord’s
reasonable approval, Tenant shall have the right to select and use its own
construction manager (the “Tenant’s CM”), with respect to the Work.
In such capacity, Tenant’s CM will oversee plans for the Work, prepare and
coordinate project schedules, manage long lead time items, administrate change
orders, approve budgets and expenditures from the Allowance, ensure conformity
of the construction to the plans, manage Tenant’s specialty contractors and
perform other customary construction management duties designated by Tenant.
Landlord will fund and pay reasonable and customary fees to Tenant’s CM from
the Allowance (based upon percentage completion or other reasonable method
approved by Landlord) as directed by Tenant. Tenant or its designees shall
obtain all permits, certificates (including the non-residential use permit) and
other governmental approvals from all governmental entities having jurisdiction
which are necessary for the completion of the Tenant’s Work.



          6. Allowance. Provided no Event of Default or event that with
the giving of notice or passage of time would become an Event of Default has
occurred and remains outstanding, Landlord shall provide to Tenant a
construction allowance equal to $23.00 per rentable square foot in the Premises
(the “Allowance”) to be applied toward the Total Construction Costs
including up to $5.00 per rentable square foot of the Allowance towards
purposes other than payment of hard construction costs, including, without
limitation, for (a) telecommunications equipment and installation, (b)
furniture, fixtures and equipment, (c) other specialty trade fixtures and
equipment, (d) legal fees, architectural fees, construction fees and consultant
fees, and (e) any moving cost of any kind. Tenant shall at all times during
the Term remain the lawful possessor and owner of all the aforementioned
specialty items funded via the Allowance for items (a) through (c) above but
title thereto shall become vested in Landlord upon expiration of the Term or
termination of this Lease, except for those specialty trade fixtures and
equipment that by their nature cannot be reused within the Premises and which
shall be removed at Tenant’s expense. The Allowance must be used prior to
October 1, 2005 or shall be deemed forfeited with no further obligation by
Landlord with respect thereto. If the Total Construction Costs are less than
the Allowance, Tenant will not be entitled to any credit for any amounts not



F-3









 







applied to the Total Construction Cost. It shall be a condition to the
obligation of Landlord to pay the Allowance that Tenant shall have provided
Landlord a request for payment by Tenant’s contractor on standard AIA forms,
contractors’ affidavits and sworn statements, contractors’ and subcontractors’
lien waivers (for previous payments), an architect’s payment certificate signed
by Tenant’s architect, and an affidavit by Tenant’s chief financial officer
that all work indicated on the draw request has been completed and that Tenant
has approved the payment request, and such other documents as may be reasonably
required by Landlord to demonstrate the applicable work has been performed and
the amount requested is correct. Prior to commencement of any of the Work,
Tenant shall provide to Landlord its final budget of Total Construction Costs
(based upon accepted bids) and, if the estimated Total Construction Costs
exceed the amount of the Allowance by greater than $5.00 per rentable square
foot, Tenant shall provide satisfactory assurances to Landlord that adequate
arrangements have been made to pay such excess costs. In no event shall
Landlord have any responsibility for payment of Total Construction Costs or the
costs of any of the Work in excess of the Allowance.



          7. Demising Improvements. Landlord shall cause a demising wall
and other necessary improvements to be constructed on the third floor of the
Building as necessary to separate the Premises from remaining space on the west
wing of the third floor of the Building (collectively, the “Demising
Improvements”). The costs of such Demising Improvements shall be paid one-half
by Landlord and one-half by Tenant (Tenant’s half being paid out of the
Allowance). If Landlord shall so elect with sufficient advance written notice
to Tenant, Tenant shall cause its contractor to complete the Demising
Improvements as part of the Work, in accordance with plans approved by
Landlord, in which event one half of the cost of the Demising Improvements
shall be paid to Tenant (or its contractor) out of the Allowance associated
with the Additional Space, and the remaining one half of such costs shall be
reimbursed to Tenant within 30 days of receipt of an invoice (or paid directly
to its contractor) without charge against the Allowance.



          8. Architect/Contractor. Tenant shall competitively bid the
general contractor contracts. Otherwise, Tenant shall be entitled to use an
architect and construction company of Tenant’s choice. Landlord has approved
Fox Architects as Tenant’s architect.



          9. Construction Inspection. Provided Landlord and/or its
consultant do not cause delays in the construction schedule, Landlord or its
representatives may inspect the Work during reasonable business hours, and
shall receive notice of and be permitted to attend any construction progress
meetings between Tenant (or its representatives) and the contractors who
complete the Work. Tenant shall cause its contractor(s) to correct any defects
in the Work identified by Landlord or its representatives during such
inspections. Landlord may not charge to Tenant directly or against the
Allowance any form of supervisory fee in connection with its rights to
supervise the Tenant’s Work or in connection with the approval of Tenant’s
plans and specifications, except that Landlord may pay, out of the Allowance,
any reasonable fees that Landlord may incur to third parties for analysis and
supervision of any specialized improvements requested by Tenant outside of
typical office finishes.



          10. Reliance. Throughout the Term of the Lease, including, but
not limited to any period of construction or renovation at the Premises, the
Landlord may rely on any



F-4









 







statements and certificates delivered to it by the Tenant’s construction
representatives and the Landlord shall be relieved of all liability with
respect to its action or failure to act in accordance with such statements and
certificates, except only for its gross negligence and willful misconduct. In
addition, throughout the Term the Landlord shall be protected and shall incur
no liability in acting or proceeding in good faith upon any resolution, notice,
telegram, request, consent, waiver, certificate, statement, affidavit, voucher,
bond, requisition or other paper or document which it shall in good faith
believe to be genuine and to have been passed or signed by the proper person or
to have been prepared and furnished pursuant to any of the provisions of this
Lease, and the Landlord shall be under no duty to make any investigation or
inquiry as to any statements contained or matters referred to in any such
instrument, but may accept and rely upon the same as conclusive evidence of the
truth and accuracy of such statements.



          11. Construction Representatives. Landlord’s and Tenant’s
representatives for coordination of construction and approval of change orders
will be as follows, provided that either party may change its representative
upon written notice to the other:



	 	 	 
	Landlord’s Representative:

	 	Falk US Property Income Fund II, L.P
	

	 	c/o Daniel T. Borger
	

	 	Real Estate Advisory Services
	

	 	6 Adelaide Street East, Suite 310
	

	 	Toronto, Ontario, Canada M5C 1H6
	

	 	Attn: Daniel T. Borger
	 
	 	 
	Tenant’s Representative:

	 	Online Resources Corp.
	

	 	c/o Karen Palisin
	

	 	7600 Colshire Drive
	

	 	McLean, Virginia 22102
	

	 	Telephone: (703) 394-5291
	

	 	Telecopy: (703) 394-5105







          12. Miscellaneous. To the extent not inconsistent with this
Exhibit, other provisions of the Lease applicable to the performance of work on
the Premises shall govern the performance of the Work and Landlord’s and
Tenant’s respective rights and obligations regarding the improvements installed
pursuant thereto.



F-5









 





EXHIBIT G




INTENTIONALLY LEFT BLANK




G-1









 





EXHIBIT H




PROJECT RULES AND REGULATIONS




     The following rules and regulations shall apply to the Premises and
the Project:



          1. Sidewalks, doorways, vestibules, halls, stairways, and other similar
areas shall not be obstructed by tenants or used by any tenant for purposes
other than ingress and egress to and from their respective leased premises and
for going from one to another part of the Building.



          2. Plumbing, fixtures and appliances shall be used only for the purposes
for which designed, and no sweepings, rubbish, rags or other unsuitable
material shall be thrown or deposited therein. Damage resulting to any such
fixtures or appliances from misuse by a tenant or its agents, employees or
invitees, shall be paid by such tenant.



          3. No signs, advertisements or notices shall be painted or affixed on or
to any windows or doors or other part of the Project without the prior written
consent of Landlord. No nails, hooks or screws (other than those which are
necessary to hang paintings, prints, pictures, or other similar items on the
Premises’ interior walls) shall be driven or inserted in any part of the
Project except by Project maintenance personnel. No curtains or other window
treatments shall be placed between the glass and the Building standard window
treatments.



          4. Landlord shall provide and maintain an alphabetical directory for all
tenants in the main lobby of the Building.



          5. Landlord shall provide all door locks in each tenant’s leased premises,
at the cost of such tenant, and no tenant shall place any additional door locks
in its leased premises without Landlord’s prior written consent. Landlord
shall furnish to each tenant a reasonable number of keys to such tenant’s
leased premises, at such tenant’s cost, and no tenant shall make a duplicate
thereof.



          6. Movement in or out of the Building of furniture or office equipment, or
dispatch or receipt by tenants of any bulky material, merchandise or materials
which require use of elevators or stairways, or movement through the Building
entrances or lobby shall be conducted under Landlord’s supervision at such
times and in such a manner as Landlord may reasonably require. Each tenant
assumes all risks of and shall be liable for all damage to articles moved and
injury to persons or public engaged or not engaged in such movement, including
equipment, property and personnel of Landlord if damaged or injured as a result
of acts in connection with carrying out this service for such tenant.



          7. Landlord may prescribe weight limitations and determine the locations
for safes and other heavy equipment or items, which shall in all cases be
placed in the Building so as to distribute weight in a manner acceptable to
Landlord which may include the use of such supporting devices as Landlord may
require. All damages to the Project caused by the installation or removal of
any property of a tenant, or done by a tenant’s property while in the Project,
shall be repaired at the expense of such tenant.



H-1









 





          8. Corridor doors, when not in use, shall be kept closed. Nothing shall
be swept or thrown into the corridors, halls, elevator shafts or stairways. No
birds or animals (other than seeing-eye dogs) shall be brought into or kept in,
on or about any tenant’s leased premises. Notwithstanding the foregoing, as
long as Kathy Graham shall be an officer of Tenant, she shall have the right to
bring not more than two of her pet dogs within Tenant’s leased premises as long
as long as (i) such dogs do not create a nuisance to other tenants or visitors
within the Building and (ii) applicable laws do not prohibit pets within the
Building. No portion of any tenant’s leased premises shall at any time be used
or occupied as sleeping or lodging quarters.



          9. Tenant shall cooperate with Landlord’s employees in keeping its leased
premises neat and clean. Tenants shall not employ any person for the purpose
of such cleaning other than the cleaning and maintenance personnel employed or
contracted for by Landlord for the rest of the Project.



          10. To ensure orderly operation of the Project, no ice, mineral or other
water, towels, newspapers, etc. shall be delivered to any leased area except by
persons approved by Landlord.



          11. Tenant shall not make or permit any vibration or improper,
objectionable or unpleasant noises or odors in the Project or otherwise
interfere in any way with other tenants or persons having business with them.



          12. No machinery of any kind (other than normal office equipment) shall be
operated by any tenant on its leased area without Landlord’s prior written
consent, nor shall any tenant use or keep in the Project any flammable or
explosive fluid or substance (other than typical office supplies [e.g.,
photocopier toner] used in compliance with all Laws).



          13. Landlord will not be responsible for lost or stolen personal property,
money or jewelry from tenant’s leased premises or public or common areas
regardless of whether such loss occurs when the area is locked against entry or
not.



          14. No vending or dispensing machines of any kind may be maintained in any
leased premises without the prior written permission of Landlord, which
permission Landlord grants for machines that are exclusively for the use of
Tenant, its employees and guests.



          15. Tenant shall not conduct any unusual activity or contract for any work
on or about the Premises or Project which will draw pickets, demonstrators, or
the like.



          16. All vehicles are to be currently licensed, in good operating
condition, parked for business purposes having to do with Tenant’s business
operated in the Premises, parked within designated parking spaces, one (1)
vehicle to each space. Parking is to be limited to vehicles no larger than
standard size automobiles or pickup trucks or sport utility vehicles (each
standard size as may be defined by Fairfax County Code). No vehicle shall be
parked as a “billboard” vehicle in the parking lot or parking garage. Any
vehicle parked improperly may be towed away. Tenant, Tenant’s agents,
employees, vendors and customers who do not operate or park their vehicles as
required shall subject the vehicle to being towed at the expense of the owner
or driver. Landlord may place a “boot” on the vehicle to immobilize it and may
levy a



H-2









 







charge of $50.00 to remove the “boot.” Tenant shall indemnify, hold and
save harmless Landlord of any liability arising from the towing or booting of
any vehicles belonging to a Tenant Party. Employees shall not park in parking
spaces, if any, reserved for “Visitors.”



          17. No tenant may enter into phone rooms, electrical rooms, mechanical
rooms, or other service areas of the Project unless accompanied by Landlord or
the Project manager.



          18. Tenant shall not permit its employees, invitees or guests to smoke in
the Premises or the lobbies, passages, corridors, elevators, vending rooms,
rest rooms, stairways or any other area shared in common with other tenants in
the Building. Nor shall the tenant permit its employees, invitees, or guests
to loiter at the Project entrances for the purposes of smoking. Landlord may,
but shall not be required to, designate an area for smoking outside the
Building.



          19. To the extent any of these rules and regulations are inconsistent with
the terms of the Lease, the terms of the Lease shall govern the rights and
obligations of each party.



H-3









 





EXHIBIT I

FORM OF TENANT ESTOPPEL CERTIFICATE




     The undersigned is the Tenant under the Lease (defined below) between
                         , a                     , as Landlord, and the
undersigned as Tenant, for the Premises on the            floor(s) of the
office building located at                          ,            and commonly known
as                          , and hereby certifies as follows:



          1. The Lease consists of the original Lease Agreement dated as of
                         , 2004 between Tenant and Landlord [’s predecessor-in-interest] and
the following amendments or modifications thereto (if none, please state
“none”):










..



     The documents listed above are herein collectively referred to as the “
Lease” and represent the entire agreement between the parties with respect
to the Premises. All capitalized terms used herein but not defined shall be
given the meaning assigned to them in the Lease.



          2. The Lease is in full force and effect and has not been modified,
supplemented or amended in any way except as provided in Section 1 above.



          3. The Term commenced on                          , 20      and the Term expires,
excluding any renewal options, on                          , 20     , and Tenant has
no option to purchase all or any part of the Premises or the Building or,
except as expressly set forth in the Lease, any option to terminate or cancel
the Lease.



          4. Tenant currently occupies the Premises described in the Lease and
Tenant has not transferred, assigned, or sublet any portion of the Premises nor
entered into any license or concession agreements with respect thereto except
as follows (if none, please state
“none”):










..



          5. All monthly installments of Basic Rent, all Additional Rent and all
monthly installments of estimated Additional Rent have been paid when due
through                     . The current monthly installment of Basic Rent is
$                    .



          6. All conditions of the Lease to be performed by Landlord necessary to
the enforceability of the Lease have been satisfied and, to the knowledge of
the undersigned, Landlord is not in default thereunder except as may be noted
below. In addition, Tenant has not delivered any notice to Landlord regarding
a default by Landlord thereunder.



I-1









 





          7. As of the date hereof, there are no existing defenses or offsets, or,
to the undersigned’s knowledge, claims or any basis for a claim, that the
undersigned has against Landlord and no event has occurred and no condition
exists, which, with the giving of notice or the passage of time, or both, will
constitute a default under the Lease, except:                     .



          8. Landlord has advanced or expended $                     of the Allowance (as
defined in the Lease) leaving a balance of $                     available for use by
Tenant. [Note: After October 1, 2005, the entire Allowance shall be deemed to
have been advanced and neither Landlord nor any successor to Landlord will be
liable for payment of any unused portion of the Allowance.]



          9. No rental has been paid more than thirty (30) days in advance and no
Letter of Credit has been delivered to Landlord except as provided in the
Lease.



          10. If Tenant is a corporation, partnership or other business entity, each
individual executing this certificate on behalf of Tenant hereby represents and
warrants that Tenant is a duly formed and existing entity qualified to do
business in the state in which the Premises are located and that Tenant has
full right and authority to execute and deliver this certificate and that each
person signing on behalf of Tenant is authorized to do so.



          11. There are no actions pending against Tenant under any bankruptcy or
similar laws of the United States or any state.



          12. Other than in compliance with all applicable laws and incidental to
the ordinary course of the use of the Premises, the undersigned has not used or
stored any Hazardous Materials in the Premises.



          13. All tenant improvement work to be performed by Landlord under the
Lease has been completed in accordance with the Lease and has been accepted by
the undersigned and all reimbursements and allowances due to the undersigned
under the Lease in connection with any tenant improvement work have been paid
in full.



     Tenant acknowledges that this certificate may be delivered to Landlord,
Landlord’s Mortgagee or to a prospective mortgagee or prospective purchaser,
and their respective successors and assigns, and acknowledges that Landlord,
Landlord’s Mortgagee and/or such prospective mortgagee or prospective purchaser
will be relying upon the statements contained herein in disbursing loan
advances or making a new loan or acquiring the property of which the Premises
are a part and that receipt by it of this certificate is a condition of
disbursing loan advances or making such loan or acquiring such property.



I-2









 





     Executed as of                     , 20     .


	 	 	 	 	 
	TENANT:       	ONLINE RESOURCES CORPORATION, 

a Delaware corporation

 	 
	 	By:  	 	 
	 	Name:  	 	 
	 	Title:  	 	 
	 





I-3










 





EXHIBIT J




SUBORDINATION, NONDISTURBANCE AND

ATTORNMENT AGREEMENT




     THIS AGREEMENT made as of the                     day of                    , 2004, between
WESTDEUTSCHE IMMOBILIENBANK, a German banking corporation, having an address of
Wilh.-Th.-Roemheld-Str. 24, 55130 Mainz, Germany, Attention: Dr. Jürgen Gerber
and Mr. Armin Gemmerich (“Lender”), FALK US PROPERTY INCOME FUND II, L.P., a
Delaware limited partnership having an office c/o J. Greer Cummings, Jr.,
Boult, Cummings, Conners & Berry, PLC, 414 Union Street, Suite 1600, P.O. Box
198062, Nashville, Tennessee 37219 (“Landlord”), and, a Delaware corporation
having an office at 4795 Meadow Wood Lane, Chantilly, Virginia 20151
(“Tenant”).



W I T N E S S E T H:




     WHEREAS, Landlord and Tenant entered into that certain lease dated April
                   , 2004 with respect to the east wing (the “Demised Premises”) in the
building (the “Building”) located at the premises commonly known as “Meadows
IV” and located at 4795 Meadow Wood Lane, Chantilly, Virginia 20151, as more
particularly described therein (said lease, as heretofore or hereafter amended
and supplemented, is hereinafter called the “Lease”);



     WHEREAS, on the date hereof, Prudential assigned its interest in the Lease
to Landlord;



     WHEREAS, Lender will be the holder of indebtedness secured by the Deed of
Trust listed on Exhibit A attached hereto, between Lender and Landlord (the
"Deed of Trust”), which encumbers the land and improvements (the “Mortgaged
Premises”) more particularly described in the Deed of Trust, of which the
Demised Premises and Landlord’s interest in the Lease are a part;



     WHEREAS, Lender is the the assignee under a certain Assignment of Rents
and Leases, dated the date hereof and recorded on                    , in the
                    Clerk’s Office as Instrument No.                    ,
between Landlord and Lender (the “Assignment”), which further encumbers the
Mortgaged Premises and Landlord’s interest in the Leases; and



     WHEREAS, Tenant and Lender desire to confirm their understanding with
respect to the Lease and the Deed of Trust and to provide herein for the
automatic amendment of the Lease in the event Lender shall become the owner of
the Mortgaged Premises or the Mortgaged Premises shall be sold by reason of
foreclosure or other proceedings brought to enforce the Deed of Trust or the
Mortgaged Premises shall be conveyed by deed-in-lieu of foreclosure.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by all parties, Lender, Landlord
and Tenant hereby agree and covenant as follows:



 









 




Subordination. The Lease now is, and shall at all times and for all
purposes continue to be, subject and subordinate, in each and every respect, to
the Deed of Trust, with the provisions of the Deed of Trust controlling in all
respects over the provisions of the Lease; moreover the Lease is subordinate
and subject, in each and every respect, to any and all increases, renewals,
modifications, extensions, substitutions, replacements, and/or consolidations
of the Deed of Trust, and all other loan documents securing the Note, provided
that any and all such increases, renewals, modifications, extensions,
substitutions, replacements and/or consolidations shall nevertheless be subject
to the terms of this Agreement.



Non-disturbance. So long as Tenant is not in default (beyond any period
given Tenant to cure such default in the Lease) in the payment of rent or
additional rent or in the performance of any of the terms, covenants or
conditions of the Lease on Tenant’s part to be performed, (i) Tenant’s
possession, occupancy, use and quiet enjoyment of the Demised Premises under
the Lease, or any extensions or renewals thereof or acquisition of additional
space, which may be effected in accordance with any option therefor in the
Lease, shall not be terminated or interfered with by Lender in the exercise of
any of its rights under the Deed of Trust, (ii) Lender will not join Tenant as
a party defendant in any action or proceeding for the purpose of terminating
Tenant’s interest and estate under the Lease because of any default under the
Deed of Trust, (iii) any sale of the Mortgaged Premises pursuant to the
exercise of any rights and remedies under the Deed of Trust or otherwise shall
be made subject to Tenant’s right of possession under this Agreement and (iv)
the Lease shall continue in full force and effect and shall not be terminated
except in accordance with the terms of the Lease.



Attornment. If any proceedings are brought for the foreclosure of the
Deed of Trust or if the Mortgaged Premises be sold pursuant to a trustee’s
power of sale under the Deed of Trust, or Lender shall succeed to the interest
of Landlord under the Lease in any manner, Tenant shall attorn and be bound to
such party (whether Lender or another party) upon any such succession in
interest, foreclosure sale, or trustee’s sale and shall recognize such party as
the Landlord under the Lease. Such attornment shall be effective and
self-operative without the execution of any further instrument on the part of
any of the parties hereto. Tenant agrees, however, to execute and deliver at
any time and from time to time, upon the request of Lender or of any holder(s)
of any of the indebtedness or other obligations secured by the Deed of Trust or
any purchaser, any instrument or certificate which, in the reasonable judgment
of the requesting party, may be necessary or appropriate (in any such
foreclosure proceeding or otherwise) to evidence such attornment. In the event
of any such attornment, Tenant further waives the provisions of any statute or
rule of law, now or hereafter in effect, which may give or purport to give
Tenant any right or election to terminate or otherwise adversely affect the
Lease and the obligation of Tenant thereunder as a result of any such
foreclosure proceeding or trustee’s sale.



Obligations of Lender. If Lender shall succeed to the interest of the
Landlord under the Lease, or if any purchaser acquires the Demised Premises
upon any foreclosure of the Deed of Trust or any trustee’s sale under the Deed
of Trust, Lender or such purchaser, as the case may be, shall have the same
remedies by entry, action or otherwise in the event of any Default by Tenant (beyond


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any period given Tenant to cure such default) in the payment of rent or
additional rent by Tenant or in the performance of any of the terms, covenants
and conditions of the Lease on Tenant’s part to be performed that the Landlord
under the Lease had or would have had if Lender or such purchaser had not
succeeded to the interest of Landlord. From and after any such attornment,
Lender or such purchaser shall be bound to Tenant under all of the terms,
covenants, and conditions of the Lease (as the Lease may be amended by this
Agreement upon such attornment), and Tenant shall, from and after the
succession to the interest of Landlord under the Lease by Lender or such
purchaser, have the same remedies against Lender or such purchaser for the
breach of any agreement contained in the Lease that Tenant might have had under
the Lease against the Landlord if Lender or such purchaser had not succeeded to
the interest of Landlord; provided further, however, that Lender or such
purchaser shall not be liable or bound to Tenant as follows:



for any act or omission of any prior landlord (including Landlord); or



for any offsets or defenses which Tenant might have against any prior landlord
(including Landlord) except those that relate to periods of time following
acquisition of the Demised Premises by Lender; or



for or by any rent or additional rent which Tenant might have paid for more
than the current month to any prior landlord (including Landlord); or



by any amendment or modification of the Lease made without Lender’s consent
except for those amendments/modifications permitted to be made by Landlord
under the Loan Documents without Lender’s consent; or



for any security deposit, rental deposit or other deposit paid by Tenant to a
prior landlord (including Landlord) unless such deposit is actually paid over
to Lender or such purchaser by the prior landlord; or



for any repairs or replacements to or required by the Demised Premises or the
Mortgaged Premises arising prior to the date Lender takes possession of the
Demised Premises (unless they continue both after Lender takes possession of
the Demised Premises and after Lender has a reasonable period of time to cure
the same); or



for any moving, relocation or refurbishment allowance or any construction of or
payment or allowance for Tenant improvements to the Demised Premises or any
part thereof or to the Mortgaged Premises or any part thereof for the benefit
of Tenant, provided, however, that Lender or such purchaser shall,
notwithstanding the foregoing provision, be liable for any unpaid portion of
the Allowance specified in Exhibit E of the Lease, and shall honor Tenant’s
right of


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offset contained in Article 20 of the Lease, including any offset amounts
accrued thereunder against Landlord or any other prior landlord; or



for the payment of any leasing commissions or other expenses for which any
prior landlord (including Landlord) incurred the obligation to pay without
Lender’s approval; or



by any notice given by Tenant to a prior landlord (including Landlord) unless a
copy thereof was also then given to Lender.



The person or entity to whom Tenant attorns shall be liable to Tenant under the
Lease only for matters arising during such person’s or entity’s period of
ownership, and such liability shall terminate upon the transfer by such person
or entity of its interest in the Lease and the Mortgaged Premises and the
assumption of such liability by the transferee.



Notices of Default to Lender. Tenant agrees to give Lender a copy of
any default notice sent by the Landlord under the Lease to Tenant or by Tenant
to the Landlord and promptly send written notice to Lender upon learning of any
default under the Lease by any party to the Lease.



Tenant Warranty. Tenant affirms and warrants to Lender that it has
validly executed the Lease; the Lease has not been amended except as stated
herein, is valid, binding and enforceable, in full force and effect in
accordance with its terms, and that to the knowledge of the undersigned
representative of Tenant there are not any defaults thereunder or any set-offs
or counterclaims.



Rent Payment. Tenant agrees to pay all rents directly to Lender in
accordance with the Lease immediately upon notice of Lender’s succeeding to the
Landlord’s interest under the Lease or that Lender is exercising its rights
under the Deed of Trust or any other loan documents acting to secure the Note
(including but not limited to the Assignment, any Conditional Assignment of
Rents or any Assignment of Lessor’s Interest in Leases held by Lender)
following a default by Landlord or other applicable party.



Status Quo of Loan Documents. Paragraph 7 of this Agreement is not
intended to, and shall not, operate to amend or otherwise modify any rights of
notice or cure granted to Landlord under the Loan Documents (as defined
hereafter), and Lender shall, prior to providing the notice to Tenant
contemplated under Paragraph 7, comply with all applicable provisions of the
Loan Documents. For the purposes of this Paragraph 8, the “Loan Documents” are
the Note, the Deed of Trust, the Assignment, any Conditional Assignment of
Rents, any Assignment of Lessor’s Interest in Leases, and any and all other
loan documents acting to secure or evidence the Note and signed by Landlord.



Notice of Deed of Trust. To the extent that the Lease shall entitle the
Tenant to notice of any deed of trust or security agreement, this Agreement
shall constitute such notice to the Tenant


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with respect to the Deed of Trust
and to any and all other deeds of trust and security agreements which may
hereafter be subject to the terms of this Agreement.



Successor of Lender. The term “Lender” as used throughout this
Agreement includes any successor, assigns or holder(s) in interest of the
indebtedness secured by the Deed of Trust.



Landlord Defaults. Tenant agrees with Lender that effective as of the
date of this Agreement: (i) that Tenant shall not take any steps to terminate
the Lease for any default by Landlord or any succeeding owner of the Mortgaged
Premises until after giving Lender written notice of such default, stating the
nature of the default and giving Lender thirty (30) days, if practical, or less
if required by the nature of the default, from receipt of such notice to effect
cure of the same, or if cure cannot be effected within said thirty (30) days
such other period of time to cure provided that it commences within such
applicable period of time and diligently carries such cure to completion; and
(ii) that notice to the Landlord under the Lease (oral or written) shall not
constitute notice to Lender.



No Abridgment. Nothing herein contained is intended, nor shall it be
construed to abridge or adversely affect any right or remedy of the Landlord
under the Lease in the event of any default by Tenant (beyond any period given
Tenant to cure such default) in the payment of rent or additional rent or in
the performance of any of the terms, covenants or conditions of the Lease on
Tenant’s part to be performed.



Automatic Amendment of Lease. If any proceedings are brought for the
foreclosure of the Deed of Trust or if the Mortgaged Premises shall be sold
pursuant to a trustee’s power of sale under the Deed of Trust, or if Lender
shall succeed to the interest of Landlord under the Lease in any manner, Tenant
agrees that the Lease at such time shall be automatically amended without the
necessity of executing any other instrument or agreement so as to be consistent
with and subject to each of the following provisions notwithstanding anything
to the contrary contained in the Lease:



Notices. The following provision shall control the giving of notices
under this Agreement and under the Lease:





Any notice or communication required or permitted in this Lease
shall be given in writing, sent by (a) personal delivery, (b)
expedited delivery service with proof of delivery, (c) United
States mail, postage prepaid, registered or certified mail, return
receipt requested or (d) prepaid telegram (provided that such
telegram is confirmed by expedited delivery service or by mail in
the manner previously described), addressed as provided below or to
such other address or to the attention of such other person as
shall be designated from time to time in writing by the applicable
party and sent in accordance herewith. Notice also may be given by
telex or telecopy, provided each such
transmission is confirmed (and such confirmation is supported by
documented evidence)



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as received and further provided a telex or
telecopy number, as the case may be, is set forth below for the
applicable party.



	 	 	 	 	 
	     To Lender:

	 	Westdeutsche ImmobilienBank

Wilh.-Th.-Roemheld-Str. 24

55032 Mainz

Germany

Attention: Dr. Jürgen Gerber	 	 
	 
	 	 	 	 
	     To Landlord:

	 	Falk US Property Income Fund II, L.P.

c/o J. Greer Cummings, Jr.

Boult, Cummings, Conners & Berry, PLC

414 Union Street, Suite 1600

P. O. Box 198062

Nashville, Tennessee 37219
	 	 
	 
	 	 	 	 
	     To Tenant:

	 	Online Resources Corporation

4795 Meadow Wood Lane

Suite 300 East

Chantilly, Virginia 20151

Attention: Chief Financial Officer	 	 








Any such notice or communication shall be deemed to have been given
either at the time of personal delivery or, in the case of delivery
service or mail, as of the date of first attempted delivery at the
address and in the manner provided herein, or in the case of a
telegram or telex or telecopy, upon receipt.


No Amendment or Termination of Lease. Lender and Tenant agree that
Tenant’s interest in and obligations under the Lease shall not be altered,
modified or terminated without the prior written consent of Lender, unless
Lender’s consent is not required by the Loan Documents. Unless Lender’s
consent is not required by the Loan Documents, Lender and Tenant also agree
that Tenant shall neither assign the Lease or allow it to be assigned in any
manner nor sublet the Demised Premises or any part thereof without the prior
written consent of Lender in any situation where Landlord’s consent to any such
action is required under the Lease.



Interpretation. This Agreement may not be modified orally or in any
manner other than by an agreement in writing signed by the parties hereto or
their respective successors in interest. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their successors and
assigns. This Agreement is subject to the laws of the State of Virginia.




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     IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement
to be duly executed as of the day and year first above written.



	 	 	 	 	 
	 	 	LENDER:
	 
	 	 	 	 
	 	 	WESTDEUTSCHE IMMOBILIENBANK
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	 	 	TENANT:
	 
	 	 	 	 
	 	 	ONLINE RESOURCES CORPORATION
	 
	 	 	 	 
	

	 	By:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Name:	 	 
	

	 	 	 	
 
	 
	 	 	 	 
	

	 	Title:	 	 
	

	 	 	 	
 







LANDLORD:



FALK US PROPERTY INCOME FUND II, L.P.



	 	 	 	 	 	 	 
	By:	 	Falk U.S. Investments, Inc., a Delaware corporation, its General Partner	 	 
	 
	 	 	 	 	 	 
	

	 	By:	 	 	 	 
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	

	 	Name:	 	 	 	 
	

	 	 	 	
 	 	 
	 
	 	 	 	 	 	 
	

	 	Title:	 	 	 	 
	

	 	 	 	
 	 	 







J-6









 






STATE OF                    



COUNTY/CITY OF                    , to wit:



     The foregoing instrument was acknowledged before me this                     day of
                   , 2004, by                    , of WESTDEUTSCHE IMMOBILIENBANK, on behalf of said
corporation.



(SEAL)          



Notary Public




My Commission Expires:                    



STATE OF                    



COUNTY/CITY OF                    , to wit:




     The foregoing instrument was acknowledged before me this                     day of
                   , 2004, by                    , of ONLINE RESOURCES CORPORATION, a Delaware
corporation, on behalf of said corporation.



(SEAL)          



Notary Public




My Commission Expires:                    



STATE OF                    



COUNTY/CITY OF                    , to wit:




     The foregoing instrument was acknowledged before me this                     day of
                   , 2004, by                    , of Falk U.S. Investments, Inc., a Delaware
corporation, as General Partner of Falk US Property Income Fund II, L.P., a
Delaware limited partnership, on behalf of said partnership.



(SEAL)          



Notary Public




My Commission Expires:                    




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EXHIBIT K




SIGNAGE









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EXHIBIT L

CLEANING SPECIFICATIONS




L-1









 








EXHIBIT M




STACKED PARKING AREA