DEED OF
LEASE


     

    CIT
GUILFORD DRIVE LLC,

    Landlord,


     

    and

     

    NuGen
MOBILITY, INC.,

    Tenant


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      
        
          
            	
                    TABLE
      OF CONTENTS

                  
	 
      	 
      	 
      
	 
      	 
      	
                    Page

                  
	 
      	 
      	 
      
	
                    1.

                  	
                    USE
      AND RESTRICTIONS ON USE

                  	
                    1
      

                  
	 
      	 
      	 
      
	
                    2.

                  	
                    TERM

                  	
                    1
      

                  
	 
      	 
      	 
      
	
                    3.

                  	
                    RENT

                  	
                    2

                  
	 
      	 
      	 
      
	
                    4.

                  	
                    RENT
      ADJUSTMENTS

                  	
                    2

                  
	 
      	 
      	 
      
	
                    5.

                  	
                    SECURITY
      DEPOSIT

                  	
                    4

                  
	 
      	 
      	 
      
	
                    6.

                  	
                    ALTERATIONS

                  	
                    4

                  
	 
      	 
      	 
      
	
                    7.

                  	
                    REPAIR

                  	
                    4

                  
	 
      	 
      	 
      
	
                    8.

                  	
                    LIENS

                  	
                    5
      

                  
	 
      	 
      	 
      
	
                    9.

                  	
                    ASSIGNMENT
      AND SUBLETTING

                  	
                    5

                  
	 
      	 
      	 
      
	
                    10.

                  	
                    INDEMNIFICATION

                  	
                    7

                  
	 
      	 
      	 
      
	
                    11.

                  	
                    INSURANCE

                  	
                    7

                  
	 
      	 
      	 
      
	
                    12.

                  	
                    WAIVER
      OF SUBROGATION

                  	
                    7
      

                  
	 
      	 
      	 
      
	
                    13.

                  	
                    SERVICES
      AND UTILITIES

                  	
                    8
      

                  
	 
      	 
      	 
      
	
                    14.

                  	
                    HOLDING
      OVER

                  	
                    8

                  
	 
      	 
      	 
      
	
                    15.

                  	
                    SUBORDINATION

                  	
                    8

                  
	 
      	 
      	 
      
	
                    16.

                  	
                    RULES
      AND REGULATIONS

                  	
                    8

                  
	 
      	 
      	 
      
	
                    17.

                  	
                    REENTRY
      BY LANDLORD

                  	
                    8

                  
	 
      	 
      	 
      
	
                    18.

                  	
                    DEFAULT

                  	
                    9

                  
	 
      	 
      	 
      
	
                    19.

                  	
                    REMEDIES

                  	
                    9
      

                  
	 
      	 
      	 
      
	
                    20.

                  	
                    TENANT’S
      BANKRUPTCY OR INSOLVENCY

                  	
                    12

                  
	 
      	 
      	 
      
	
                    21.

                  	
                    QUIET
      ENJOYMENT

                  	
                    12

                  
	 
      	 
      	 
      
	
                    22.

                  	
                    CASUALTY

                  	
                    13

                  
	 
      	 
      	 
      
	
                    23.

                  	
                    EMINENT
      DOMAIN

                  	
                    13

                  
	 
      	 
      	 
      
	
                    24.

                  	
                    SALE
      BY LANDLORD

                  	
                    14
      

                  
	 
      	 
      	 
      
	
                    25.

                  	
                    ESTOPPEL
      CERTIFICATES

                  	
                    14
      

                  
	 
      	 
      	 
      
	
                    26.

                  	
                    SURRENDER
      OF PREMISES

                  	
                    14

                  
	 
      	 
      	 
      
	
                    27.

                  	
                    NOTICES

                  	
                    15
      

                  
	 
      	 
      	 
      
	
                    28.

                  	
                    TAXES
      PAYABLE BY TENANT

                  	
                    15
      

                  
	 
      	 
      	 
      
	
                    29.

                  	
                    RELOCATION
      OF TENANT

                  	
                    15
      

                  
	 
      	 
      	 
      
	
                    30.

                  	
                    DEFINED
      TERMS AND HEADINGS

                  	
                    15
      

                  
	 
      	 
      	 
      
	
                    31.

                  	
                    TENANT’S
      AUTHORITY

                  	
                    15
      

                  
	 
      	 
      	 
      
	
                    32.

                  	
                    FINANCIAL
      STATEMENTS AND CREDIT REPORTS

                  	
                    16
      

                  
	 
      	 
      	 
      
	
                    33.

                  	
                    COMMISSIONS

                  	
                    16
      

                  
	 
      	 
      	 
      
	
                    34.

                  	
                    TIME
      AND APPLICABLE LAW

                  	
                    16
      

                  
	 
      	 
      	 
      
	
                    35.

                  	
                    SUCCESSORS
      AND ASSIGNS

                  	
                    16
      

                  
	 
      	 
      	 
      
	
                    36.

                  	
                    ENTIRE
      AGREEMENT

                  	
                    16
      

                  
	 
      	 
      	 
      
	
                    37.

                  	
                    EXAMINATION
      NOT OPTION

                  	
                    16
      

                  


          

        

      

    

     

    
      
         


      

      
        i

        
          

        

      

      
         


      

    

    


    TABLE
OF CONTENTS


    (continued)

     

    
      
        
          
            
              	
                       
      

                    	
                      Page

                    
	 
      	 
      
	
                      38.

                    	
                      RECORDATION

                    	
                      16
      

                    
	 
      	
                       
      

                    
	
                      39.

                    	
                      LIMITATION
      OF LANDLORD’S LIABILITY

                    	
                      16
      

                    
	 
      	 
      
	
                      EXHIBIT
      A - FLOOR PLAN DEPICTING THE PREMISES

                    	
                      A-1
      

                    
	 
      	 
      
	
                      EXHIBIT
      B - INTENTIONALLY OMITTED

                    	
                      B-1
      

                    
	 
      	 
      
	
                      EXHIBIT
      C - INTENTIONALLY OMITTED

                    	
                      C-1
      

                    
	 
      	 
      
	
                      EXHIBIT
      D - RULES AND REGULATIONS

                    	
                      D-1
      

                    


            

          

        

      

    

     

    
      
         


      

      
        ii

        
          

        

      

      
         


      

    

    


    MULTI-TENANT
INDUSTRIAL NET LEASE

     

    REFERENCE
PAGES

    


    
      
        
          	
                  BUILDING:

                	 
      	
                  The
      building located at 21641 Beaumeade Circle, Ashburn,
    Virginia

                
	 
      	 
      	 
      
	
                  PROJECT:

                	 
      	
                  The
      Building together with the buildings located at 44633 Guilford Drive and
      44645 Guilford Drive, Ashburn, Virginia (collectively, the “Buildings”),
      the land on which the Buildings sit and the other improvements located on
      such land

                
	 
      	 
      	 
      
	
                  LANDLORD:

                	 
      	
                  CIT
      Guilford Drive LLC, a Delaware limited liability
company

                
	 
      	 
      	 
      
	
                  LANDLORD’S
      ADDRESS:

                	 
      	
                  CIT
      Guilford Drive LLC

                  c/o
      RREEF

                  4550
      Montgomery Avenue, Suite 1100

                  Bethesda,
      MD 20814

                  Attention:
      Mr. Jeffrey A. Spruill

                
	 
      	 
      	 
      
	
                  WIRE
      INSTRUCTIONS AND/OR ADDRESS FOR RENT PAYMENT:

                	 
      	
                  CIT
      Guilford Drive LLC

                  c/o
      Cabot Industrial Properties LP

                  75
      Remittance Drive, Suite 96289

                  Chicago,
      IL 60675-6289

                
	 
      	 
      	 
      
	
                  LEASE
      REFERENCE DATE:

                	 
      	
                  October
      1, 2010

                
	 
      	 
      	 
      
	
                  TENANT:

                	 
      	
                  NuGen
      Mobility Inc., a Delaware corporation

                
	 
      	 
      	 
      
	
                  TENANT’S
      NOTICE ADDRESS:

                	 
      	
                  At
      the Premises 

                  Attention:
      Eric Takamura

                
	 
      	 
      	 
      
	
                  PREMISES
      ADDRESS:

                	 
      	
                  21641
      Beaumeade Circle, Suite 314, Ashburn, Virginia 20147

                
	 
      	 
      	 
      
	
                  PREMISES
      RENTABLE AREA:

                	 
      	
                  Approximately
      6,550 sq. ft. (for outline of Premises see Exhibit A)

                
	 
      	 
      	 
      
	
                  USE:

                	 
      	
                  Solely
      for general office and warehouse use and for no other uses
      whatsoever

                
	 
      	 
      	 
      
	
                  COMMENCEMENT
      DATE:

                	 
      	
                  October
      1, 2010

                
	 
      	 
      	 
      
	
                  RENT
      COMMENCEMENT DATE:

                	 
      	
                  December
      1, 2010

                
	 
      	 
      	 
      
	
                  TERM
      OF LEASE:

                	 
      	
                  The
      period commencing on the Commencement Date and ending on the Termination
      Date, unless earlier terminated in accordance with the terms of this
      Lease

                
	 
      	 
      	 
      
	
                  TERMINATION
      DATE:

                	 
      	
                  October
      31, 2013

                


        

      

    

     

    
      
        
          

        

      

    

     

    
      
         


      

      
        iii

        
          

        

      

      
         


      

    

     

    ANNUAL
RENT and MONTHLY INSTALLMENT OF RENT(Article 3):


     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                      	 	 	
                                        Rentable

                                      	 	 	
                                        Annual Rent

                                      	 	 	
                                      	 	 	
                                        Monthly

                                      	 
	 
      	 	 	
                                        Square

                                      	 	 	
                                        Per Square

                                      	 	 	 	 	 	
                                        Installment of

                                      	 
	
                                        Period

                                      	 	 	
                                        Footage

                                      	 	 	
                                        Foot

                                      	 	 	
                                        Annual Rent

                                      	 	 	
                                        Rent

                                      	 
	
                                        10/1/10
      – 11/30/10

                                      	 	 	 	
                                        6,550

                                      	 	 	$	0.00	 	 	$	0.00	 	 	$	0.00	 
	
                                        12/1/10
      – 9/30/11

                                      	 	 	 	
                                        6,550

                                      	
                                         

                                      	 	$	10.25	 	 	$	67,137.48	*	 	$	5,594.79	 
	
                                        10/1/11
      – 9/30/12

                                      	 	 	 	
                                        6,550

                                      	 	 	$	10.56	 	 	$	69,168.00	 	 	$	5,764.00	 
	
                                        10/1/12
      – 9/30/13

                                      	 	 	 	
                                        6,550

                                      	 	 	$	10.87	 	 	$	71,198.52	 	 	$	5,933.21	 
	
                                        10/1/13
      – 10/31/13

                                      	 	 	 	
                                        6,550

                                      	 	 	$	11.20	 	 	$	73,359.96	*	 	$	6,113.33	 
	
                                        [*on
      an annualized
basis]

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                TENANT'S
      PROPORTIONATE SHARE:

                              	
                                3.70%

                              
	 	 
	
                                SECURITY
      DEPOSIT:

                              	
                                $5,594.79

                              
	 	 
	
                                ASSIGNMENT/SUBLETTING
      FEE:

                              	
                                $1,000.00

                              
	 	 
	
                                PARKING
      SPACES:

                              	
                                Twelve
      (12) unreserved parking spaces

                              
	 	 
	
                                REAL
      ESTATE BROKER DUE COMMISSION:

                              	
                                KLNB,
      LLC, as Landlord's agent

                              
	 	 
	
                                TENANT'S
      SIC CODE:

                              	
                                3621

                              
	 	 
	
                                AMORTIZATION
      RATE:

                              	
                                12%

                              


                      

                    

                  

                

              

            

          

        

      

       

      The
Reference Pages information is incorporated into and made a part of the Lease.
In the event of any conflict between any Reference Pages information and the
Lease, the Lease shall control. This Lease includes Exhibits A through E, all of
which are made a part of this Lease.

       

      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  LANDLORD:

                                	 	
                                  TENANT:

                                
	 	 	 
	
                                  CIT GUILFORD DRIVE LLC,
      a Delaware limited

                                  liability
      company

                                	 	
                                  NuGen MOBILITY, INC. a
      Delaware 

                                  corporation

                                
	 	 	 	 
	
                                  By:      

                                	
                                  RREEF America, L.L.C., a Delaware 

                                  limited
      liability
      company, authorized agent

                                	 	 
      
	 	 	 	 
	
                                  By:

                                	 
      	 	
                                  By

                                	/s/
      Eric Takamura  
	
                                  Name:

                                	 
      	 	
                                  Name: 
      Eric Takamura

                                
	
                                  Title:

                                	 
      	 	
                                  Title: 
      CEO/President

                                
	
                                  Dated:

                                	 
      	 	
                                  Dated:
      October 7,
2010

                                


                        

                      

                    

                  

                

              

            

          

        

      

         

    

    
      iv

      
        

      

    

    
    

     

    DEED
OF LEASE

     

    By this
Lease, Landlord leases to Tenant, and Tenant leases from Landlord, the Premises
in the Building as set forth and described on the Reference Pages. The Premises
are depicted on the floor plan attached hereto as Exhibit A. The
Reference Pages, including all terms defined thereon, are incorporated as part
of this Lease.


     

    
      	
              1.

            	
              USE AND RESTRICTIONS ON
      USE

            


    

     

    1.1      The
Premises are to be used solely for the purposes set forth on the Reference
Pages. Tenant shall not do or permit anything to be done in or about the
Premises which will in any way obstruct or interfere with the rights of other
tenants or occupants of the Building or injure, annoy, or disturb them, or allow
the Premises to be used for any improper, immoral, unlawful, or objectionable
purpose, or commit any waste. Tenant shall not do, permit or suffer in, on, or
about the Premises the sale of any alcoholic liquor without the written consent
of Landlord first obtained. Tenant shall comply with all governmental laws,
ordinances and regulations applicable to the use of the Premises and its
occupancy and shall promptly comply with all governmental orders and directions
for the correction, prevention and abatement of any violations in the Building
or appurtenant land, caused or permitted by, or resulting from the specific use
by, Tenant, or in or upon, or in connection with, the Premises, all at Tenant’s
sole expense. Tenant shall not do or permit anything to be done on or about the
Premises or bring or keep anything into the Premises which will in any way
increase the rate of, invalidate or prevent the procuring of any insurance
protecting against loss or damage to the Building or any of its contents by fire
or other casualty or against liability for damage to property or injury to
persons in or about the Building or any part thereof.

     

    1.2      Tenant
shall not, and shall not direct, suffer or permit any of its agents,
contractors, employees, licensees or invitees (collectively, the “Tenant
Entities”) to at any time handle, use, manufacture, store or dispose of in or
about the Premises or the Building any (collectively “Hazardous Materials”)
flammables, explosives, radioactive materials, hazardous wastes or materials,
toxic wastes or materials, or other similar substances, petroleum products or
derivatives or any substance subject to regulation by or under any federal,
state and local laws and ordinances relating to the protection of the
environment or the keeping, use or disposition of environmentally hazardous
materials, substances, or wastes, presently in effect or hereafter adopted, all
amendments to any of them, and all rules and regulations issued pursuant to any
of such laws or ordinances (collectively “Environmental Laws”), nor shall Tenant
suffer or permit any Hazardous Materials to be used in any manner not fully in
compliance with all Environmental Laws, in the Premises or the Building and
appurtenant land or allow the environment to become contaminated with any
Hazardous Materials. Notwithstanding the foregoing, Tenant may handle, store,
use or dispose of products containing small quantities of Hazardous Materials
(such as aerosol cans containing insecticides, toner for copiers, paints, paint
remover and the like) to the extent customary and necessary for the use of the
Premises for general office purposes; provided that Tenant shall always handle,
store, use, and dispose of any such Hazardous Materials in a safe and lawful
manner and never allow such Hazardous Materials to contaminate the Premises,
Building and appurtenant land or the environment. Tenant shall protect, defend,
indemnify and hold each and all of the Landlord Entities (as defined in Article
30) harmless from and against any and all loss, claims, liability or costs
(including court costs and attorney’s fees) incurred by reason of any actual or
asserted failure of Tenant to fully comply with all applicable Environmental
Laws, or the presence, handling, use or disposition in or from the Premises of
any Hazardous Materials by Tenant or any Tenant Entity (even though permissible
under all applicable Environmental Laws or the provisions of this Lease), or by
reason of any actual or asserted failure of Tenant to keep, observe, or perform
any provision of this Section 1.2.

     

    1.3      Tenant
and the Tenant Entities will be entitled to the non-exclusive use of the common
areas of the Building as they exist from time to time during the Term, including
the parking facilities, subject to Landlord’s rules and regulations regarding
such use. However, in no event will Tenant or the Tenant Entities park more
vehicles in the parking facilities than the number of Parking Spaces allocated
to Tenant in the Basic Lease Provisions. The foregoing shall not be deemed to
provide Tenant with an exclusive right to any parking spaces or any guaranty of
the availability of any particular parking spaces.


     

    
      	
              2.

            	
              TERM.

            


    

     

    2.1          The
Term of this Lease shall begin on the Commencement Date set forth in the
Reference Pages, and shall terminate on the Termination Date set forth in the
Reference Pages, unless earlier terminated pursuant to the provisions of this
Lease. Tenant hereby expressly acknowledges and agrees that Landlord shall
tender possession of the Premises to Tenant in its then “as-is” condition and
Landlord shall have no obligation to undertake, or pay for, any improvements or
additions to the Premises in connection with this Lease or
otherwise.

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    2.2          Tenant
agrees that Landlord shall not be liable for any damage resulting from
Landlord’s failure to deliver the Premises to Tenant in accordance with the
terms of this Lease. If Landlord does not deliver possession of the Premises to
Tenant on or before the Commencement Date set forth in the Reference Pages, then
the Commencement Date shall be extended and shall occur on the date on which
such delivery by Landlord occurs and the Termination Date set forth in the
Reference Pages shall be extended by the number of days in the period beginning
on Commencement Date set forth in the Reference Pages and ending on the actual
Commencement Date. No such failure to deliver possession of the Premises to
Tenant shall affect the other obligations of Tenant under this
Lease.

     

    
      	
              3.

            	
              RENT.

            


    

     

    3.1          Tenant
agrees to pay to Landlord the Annual Rent in effect from time to time by paying
the Monthly Installment of Rent then in effect on or before the first day of
each full calendar month during the Term, except that the first full month’s
rent shall be paid upon the execution of this Lease. The Monthly Installment of
Rent in effect at any time shall be one-twelfth (1/12) of the Annual Rent in
effect at such time. Rent for any period during the Term which is less than a
full month shall be a prorated portion of the Monthly Installment of Rent based
upon the number of days in such month. Said rent shall be paid to Landlord,
without deduction or offset and without notice or demand, at the Rent Payment
Address, as set forth on the Reference Pages, or to such other person or at such
other place as Landlord may from time to time designate in writing. If an Event
of Default occurs. Landlord may require by notice to Tenant that all subsequent
rent payments be made by an automatic payment from Tenant’s bank account to
Landlord’s account, without cost to Landlord. Tenant must implement such
automatic payment system prior to the next scheduled rent payment or within ten
(10) days after Landlord’s notice, whichever is later. Unless specified in this
Lease to the contrary, all amounts and sums payable by Tenant to Landlord
pursuant to this Lease shall be deemed additional rent.

     

    3.2          Tenant
recognizes that late payment of any rent or other sum due under this Lease will
result in administrative expense to Landlord, the extent of which additional
expense is extremely difficult and economically impractical to ascertain. Tenant
therefore agrees that if rent or any other sum is not paid when due and payable
pursuant to this Lease, a late charge shall be imposed in an amount equal to the
greater of: (a) Fifty Dollars ($50.00), or (b) six percent (6%) of the unpaid
rent or other payment. The amount of the late charge to be paid by Tenant shall
be reassessed and added to Tenant’s obligation for each successive month until
paid. The provisions of this Section 3.2 in no way relieve Tenant of the
obligation to pay rent or other payments on or before the date on which they are
due, nor do the terms of this Section 3.2 in any way affect Landlord’s remedies
pursuant to Article 19 of this Lease in the event said rent or other payment is
unpaid after date due.

     

    
      	
              4.

            	
              RENT
      ADJUSTMENTS.

            


    

     

    4.1          For
the purpose of this Article 4, the following terms are defined as
follows:

     

    4.1.1           Intentionally
Omitted.

     

    4.1.2           Expenses: All costs of
operation, maintenance, repair, replacement and management of the Project
(including the amount of any credits which Landlord may grant to particular
tenants of the Project in lieu of providing any standard services or paying any
standard costs described in this Section 4.1.2 for similar tenants), as
determined in accordance with generally accepted accounting principles,
including the following costs by way of illustration, but not limitation: water
and sewer charges; insurance charges of or relating to all insurance policies
and endorsements deemed by Landlord to be reasonably necessary or desirable and
relating in any manner to the protection, preservation, or operation of the
Project or any part thereof; utility costs, including, but not limited to, the
cost of heat, light, power, steam, gas; waste disposal; the cost of janitorial
services; the cost of security and alarm services (including any central station
signaling system); costs of cleaning, repairing, replacing and maintaining the
common areas, including parking and landscaping, window cleaning costs; labor
costs; costs and expenses of managing the Project including management and/or
administrative fees; air conditioning maintenance costs; elevator maintenance
fees and supplies; material costs; equipment costs including the cost of
maintenance, repair and service agreements and rental and leasing costs;
purchase costs of equipment; current rental and leasing costs of items which
would be capital items if purchased; tool costs; licenses, permits and
inspection fees; wages and salaries; employee benefits and payroll taxes;
accounting and legal fees; any sales, use or service taxes incurred in
connection therewith. In addition, Landlord shall be entitled to recover, as
additional rent (which, along with any other capital expenditures constituting
Expenses, Landlord may either include in Expenses or cause to be billed to
Tenant along with Expenses and Taxes but as a separate item), Tenant’s
Proportionate Share of: (i) an allocable portion of the cost of capital
improvement items which are reasonably calculated to reduce operating expenses;
(ii) the cost of fire sprinklers and suppression systems and other life safety
systems; and (iii) other capital expenses which are required under any
governmental laws, regulations or ordinances which were not applicable to the
Project at the time it was constructed; but the costs described in this sentence
shall be amortized over the reasonable life of such expenditures in accordance
with such reasonable life and amortization schedules as shall be determined by
Landlord in accordance with generally accepted accounting principles, with
interest on the unamortized amount at one percent (1%) in excess of the Wall
Street Journal prime lending rate announced from time to time. Expenses shall
not include depreciation or amortization of the Project or equipment in the
Project except as provided herein, loan principal payments, costs of alterations
of tenants’ premises, leasing commissions, interest expenses on long-term
borrowings or advertising costs. The Building is one of three (3) buildings in
the Project. Landlord shall have the right to manage, operate, use, service,
maintain and/or repair the Building along with other properties in the Project,
and Expenses and Taxes, as the case may be, shall include the portion of any
costs and expenses incurred in connection therewith that the Landlord allocates
on an equitable basis to the Building.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    4.1.3       
   Taxes:
Real estate taxes and any other taxes, charges and assessments which are
levied with respect to the Project or the land appurtenant to the Project, or
with respect to any improvements, fixtures and equipment or other property of
Landlord, real or personal, located in the Project and used in connection with
the operation of the Project and said land, any payments to any ground lessor in
reimbursement of tax payments made by such lessor; and all fees, expenses and
costs incurred by Landlord in investigating, protesting, contesting or in any
way seeking to reduce or avoid increase in any assessments, levies or the tax
rate pertaining to any Taxes to be paid by Landlord in any calendar year. Taxes
shall not include any corporate franchise, or estate, inheritance or net income
tax, or tax imposed upon any transfer by Landlord of its interest in this Lease
or the Project or any taxes to be paid by Tenant pursuant to Article
28.

     

    4.2          Commencing
on the Commencement Date, Tenant shall pay as additional rent for each calendar
year Tenant’s Proportionate Share of Expenses and Taxes incurred for such
calendar year.

     

    4.3          The
annual determination of Expenses shall be made by Landlord and shall be binding
upon Landlord and Tenant, subject to the provisions of this Section 4.3. During
the Term, Tenant may review, at Tenant’s sole cost and expense, the books and
records supporting such determination in an office of Landlord, or Landlord’s
agent, during normal business hours, upon giving Landlord five (5) days advance
written notice within sixty (60) days after receipt of such determination, but
in no event more often than once in any one (1) year period, subject to
execution of a confidentiality agreement acceptable to Landlord, and provided
that if Tenant utilizes an independent accountant to perform such review it
shall be one of national standing which is reasonably acceptable to Landlord, is
not compensated on a contingency basis and is also subject to such
confidentiality agreement. If Tenant fails to object to Landlord’s determination
of Expenses within ninety (90) days after receipt, or if any such objection
fails to state with specificity the reason for the objection, Tenant shall be
deemed to have approved such determination and shall have no further right to
object to or contest such determination. In the event that during all or any
portion of any calendar year (including the Base Year), the Building is not
fully rented and occupied Landlord shall make an appropriate adjustment in
occupancy-related Expenses for such year for the purpose of avoiding distortion
of the amount of such Expenses to be attributed to Tenant by reason of variation
in total occupancy of the Building, by employing consistent and sound accounting
and management principles to determine Expenses that would have been paid or
incurred by Landlord had the Building been at least ninety-five percent (95%)
rented and occupied.

     

    4.4          Prior
to the actual determination thereof for a calendar year, Landlord may from time
to time estimate Tenant’s liability for Expenses and/or Taxes under Section 4.2,
Article 6 and Article 28 for the calendar year or portion thereof. Landlord will
give Tenant written notification of the amount of such estimate and Tenant
agrees that it will pay, by increase of its Monthly Installments of Rent due in
such calendar year, additional rent in the amount of such estimate. Any such
increased rate of Monthly Installments of Rent pursuant to this Section 4.4
shall remain in effect until further written notification to Tenant pursuant
hereto.

     

    4.5          When
the above mentioned actual determination of Tenant’s liability for Expenses
and/or Taxes is made for any calendar year and when Tenant is so notified in
writing, then:

    


     

    4.5.1           If
the total additional rent Tenant actually paid pursuant to Section 4.3 on
account of Expenses and/or Taxes for the calendar year is less than Tenant’s
liability for Expenses and/or Taxes, then Tenant shall pay such deficiency to
Landlord as additional rent in one lump sum within thirty (30) days of receipt
of Landlord’s bill therefor; and

     

    4.5.2           If
the total additional rent Tenant actually paid pursuant to Section 4.3 on
account of Expenses and/or Taxes for the calendar year is more than Tenant’s
liability for Expenses and/or Taxes, then Landlord shall credit the difference
against the then next due payments to be made by Tenant under this Article 4,
or, if the Lease has terminated, refund the difference in cash.

     

    
      4.6          Tenant’s
liability for any partial calendar year shall be prorated based upon a three
hundred sixty-five (365) day year.

       

      
        
          
             


          

          
            3

            
              

            

          

          
             


          

        

      

       

    

    5.          
 SECURITY DEPOSIT.
Tenant shall deposit the Security Deposit with Landlord upon the
execution of this Lease. Said sum shall be held by Landlord as security for the
faithful performance by Tenant of all the terms, covenants and conditions of
this Lease to be kept and performed by Tenant and not as an advance rental
deposit or as a measure of Landlord’s damage in case of Tenant’s default. If
Tenant defaults with respect to any provision of this Lease, Landlord may use
any part of the Security Deposit for the payment of any rent or any other sum in
default, or for the payment of any amount which Landlord may spend or become
obligated to spend by reason of Tenant’s default, or to compensate Landlord for
any other loss or damage which Landlord may suffer by reason of Tenant’s
default. If any portion is so used, Tenant shall within five (5) days after
written demand therefor, deposit with Landlord an amount sufficient to restore
the Security Deposit to its original amount and Tenant’s failure to do so shall
be a material breach of this Lease. Except to such extent, if any, as shall be
required by law, Landlord shall not be required to keep the Security Deposit
separate from its general funds, and Tenant shall not be entitled to interest on
such deposit. If Tenant shall fully and faithfully perform every provision of
this Lease to be performed by it, the Security Deposit or any balance thereof
shall be returned to Tenant at such time after termination of this Lease when
Landlord shall have determined that all of Tenant’s obligations under this Lease
have been fulfilled.

     

    6.
           ALTERATIONS.

     

    6.1          Tenant
shall not make or suffer to be made any alterations, additions, or improvements,
including, but not limited to, the attachment of any fixtures or equipment in,
on, or to the Premises or any part thereof or the making of any improvements as
required by Article 7, without the prior written consent of Landlord. When
applying for such consent, Tenant shall, if requested by Landlord, furnish
complete plans and specifications for such alterations, additions and
improvements. Landlord’s consent shall not be unreasonably withheld with respect
to alterations which (i) are not structural in nature, (ii) are not visible from
the exterior of the Building, (iii) do not affect or require modification of the
Building’s electrical, mechanical, plumbing, HVAC or other systems, and (iv) in
aggregate do not cost more than $5.00 per rentable square foot of that portion
of the Premises affected by the alterations in question.

     

    6.2          In
the event Landlord consents to the making of any such alteration, addition or
improvement by Tenant, the same shall be made by using either Landlord’s
contractor or a contractor reasonably approved by Landlord, in either event at
Tenant’s sole cost and expense. If Tenant shall employ any contractor other than
Landlord’s contractor and such other contractor or any subcontractor of such
other contractor shall employ any non-union labor or supplier, Tenant shall be
responsible for and hold Landlord harmless from any and all delays, damages and
extra costs suffered by Landlord as a result of any dispute with any labor
unions concerning the wage, hours, terms or conditions of the employment of any
such labor. In any event Landlord may charge Tenant a construction management
fee not to exceed five percent (5%) of the cost of such work to cover its
overhead as it relates to such proposed work, plus third-party costs actually
incurred by Landlord in connection with the proposed work and the design
thereof, with all such amounts being due five (5) days after Landlord’s
demand.

     

    6.3          All
alterations, additions or improvements proposed by Tenant shall be constructed
in accordance with all government laws, ordinances, rules and regulations, using
Building standard materials where applicable, and Tenant shall, prior to
construction, provide the additional insurance required under Article 11 in such
case, and also all such assurances to Landlord as Landlord shall reasonably
require to assure payment of the costs thereof including but not limited to,
notices of non-responsibility, waivers of lien, surety company performance bonds
and funded construction escrows and to protect Landlord and the Building and
appurtenant land against any loss from any mechanic’s, materialmen’s or other
liens. Tenant shall pay in addition to any sums due pursuant to Article 4, any
increase in real estate taxes attributable to any such alteration, addition or
improvement for so long, during the Term, as such increase is ascertainable; at
Landlord’s election said sums shall be paid in the same way as sums due under
Article 4. Landlord may, as a condition to its consent to any particular
alterations or improvements, require Tenant to deposit with Landlord the amount
reasonably estimated by Landlord as sufficient to cover the cost of removing
such alterations or improvements and restoring the Premises, to the extent
required under Article 26.


     

    7.           REPAIR.

     

    7.1          Landlord
shall have no obligation to alter, remodel, improve, repair, decorate or paint
the Premises, except that Landlord shall repair and maintain the structural
portions of the roof, foundation and walls of the Building. By taking possession
of the Premises, Tenant accepts them as being in good order, condition and
repair and in the condition in which Landlord is obligated to deliver them. It
is hereby understood and agreed that no representations respecting the condition
of the Premises or the Building have been made by Landlord to Tenant, except as
specifically set forth in this Lease. Landlord shall not be liable for any
failure to make any repairs or to perform any maintenance unless such failure
shall persist for an unreasonable time after written notice of the need of such
repairs or maintenance is given to Landlord by Tenant.


    
      
         


      

      
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    7.2          Tenant
shall at its own cost and expense keep and maintain all parts of the Premises
and such portion of the Building and improvements as are within the exclusive
control of Tenant in good condition, promptly making all necessary repairs and
replacements, whether ordinary or extraordinary, with materials and workmanship
of the same character, kind and quality as the original (including, but not
limited to, repair and replacement of all fixtures installed by Tenant, water
heaters serving the Premises, windows, glass and plate glass, doors, exterior
stairs, skylights, any special office entries, interior walls and finish work,
floors and floor coverings, heating and air conditioning systems serving the
Premises, electrical systems and fixtures, sprinkler systems, dock boards, truck
doors, dock bumpers, plumbing work and fixtures, and performance of regular
removal of trash and debris). Tenant as part of its obligations hereunder shall
keep the Premises in a clean and sanitary condition. Tenant will, as far as
possible keep all such parts of the Premises from deterioration due to ordinary
wear and from falling temporarily out of repair, and upon termination of this
Lease in any way Tenant will yield up the Premises to Landlord in good condition
and repair, loss by fire or other casualty excepted (but not excepting any
damage to glass). Tenant shall, at its own cost and expense, repair any damage
to the Premises or the Building resulting from and/or caused in whole or in part
by the negligence or misconduct of Tenant, its agents, employees, contractors,
invitees, or any other person entering upon the Premises as a result of Tenant’s
business activities or caused by Tenant’s default hereunder.

     

    7.3          Except
as provided in Article 22, there shall be no abatement of rent and no liability
of Landlord by reason of any injury to or interference with Tenant’s business
arising from the making of any repairs, alterations or improvements in or to any
portion of the Building or the Premises or to fixtures, appurtenances and
equipment in the Building. Except to the extent, if any, prohibited by law,
Tenant waives the right to make repairs at Landlord’s expense under any law,
statute or ordinance now or hereafter in effect.

     

    7.4          Tenant
shall, at its own cost and expense, enter into a regularly scheduled preventive
maintenance/service contract with a maintenance contractor approved by Landlord
for servicing all heating and air conditioning systems and equipment serving the
Premises (and a copy thereof shall be furnished to Landlord). The service
contract must include all services suggested by the equipment manufacturer in
the operation/maintenance manual and must become effective immediately upon the
Commencement Date. Should Tenant fail to do so, Landlord may, upon notice to
Tenant, enter into such a maintenance/ service contract on behalf of Tenant or
perform the work and in either case, charge Tenant the cost thereof along with a
reasonable amount for Landlord’s overhead.

     

    7.5          Landlord
shall coordinate any repairs and other maintenance of any railroad tracks
serving the Building and, if Tenant uses such rail tracks, Tenant shall
reimburse Landlord or the railroad company from time to time upon demand, as
additional rent, for its share of the costs of such repair and maintenance and
for any other sums specified in any agreement to which Landlord or Tenant is a
party respecting such tracks, such costs to be borne proportionately by all
tenants in the Building using such rail tracks, based upon the actual number of
rail cars shipped and received by such tenant during each calendar year during
the Term.


     

    8.           LIENS. Tenant shall keep the
Premises, the Building and appurtenant land and Tenant’s leasehold interest in
the Premises free from any liens arising out of any services, work or materials
performed, furnished, or contracted for by Tenant, or obligations incurred by
Tenant. In the event that Tenant fails, within ten (10) days following the
imposition of any such lien, to either cause the same to be released of record
or provide Landlord with insurance against the same issued by a major title
insurance company or such other protection against the same as Landlord shall
accept (such failure to constitute an Event of Default), Landlord shall have the
right to cause the same to be released by such means as it shall deem proper,
including payment of the claim giving rise to such lien. All such sums paid by
Landlord and all expenses incurred by it in connection therewith shall be
payable to it by Tenant within five (5) days of Landlord’s demand.

     

    9.           ASSIGNMENT AND
SUBLETTING.

     

    9.1          Tenant
shall not have the right to assign or pledge this Lease or to sublet the whole
or any part of the Premises whether voluntarily or by operation of law, or
permit the use or occupancy of the Premises by anyone other than Tenant, and
shall not make, suffer or permit such assignment, subleasing or occupancy
without the prior written consent of Landlord, such consent not to be
unreasonably withheld, and said restrictions shall be binding upon any and all
assignees of the Lease and subtenants of the Premises. In the event Tenant
desires to sublet, or permit such occupancy of, the Premises, or any portion
thereof, or assign this Lease, Tenant shall give written notice thereof to
Landlord at least sixty (60) days but no more than one hundred twenty (120) days
prior to the proposed commencement date of such subletting or assignment, which
notice shall set forth the name of the proposed subtenant or assignee, the
relevant terms of any sublease or assignment and copies of financial reports and
other relevant financial information of the proposed subtenant or
assignee.


    
      
         


      

      
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    9.2          Notwithstanding
any assignment or subletting, permitted or otherwise, Tenant shall at all times
remain directly, primarily and fully responsible and liable for the payment of
the rent specified in this Lease and for compliance with all of its other
obligations under the terms, provisions and covenants of this Lease. Upon the
occurrence of an Event of Default, if the Premises or any part of them are then
assigned or sublet, Landlord, in addition to any other remedies provided in this
Lease or provided by law, may, at its option, collect directly from such
assignee or subtenant all rents due and becoming due to Tenant under such
assignment or sublease and apply such rent against any sums due to Landlord from
Tenant under this Lease, and no such collection shall be construed to constitute
a novation or release of Tenant from the further performance of Tenant’s
obligations under this Lease.

     

    9.3          In
addition to Landlord’s right to approve of any subtenant or assignee, Landlord
shall have the option, in its sole discretion, in the event of any proposed
subletting or assignment, to terminate this Lease, or in the case of a proposed
subletting of less than the entire Premises, to recapture the portion of the
Premises to be sublet, as of the date the subletting or assignment is to be
effective. The option shall be exercised, if at all, by Landlord giving Tenant
written notice given by Landlord to Tenant within thirty (30) days following
Landlord’s receipt of Tenant’s written notice as required above. If this Lease
shall be terminated with respect to the entire Premises pursuant to this
Section, the Term of this Lease shall end on the date stated in Tenant’s notice
as the effective date of the sublease or assignment as if that date had been
originally fixed in this Lease for the expiration of the Term. If Landlord
recaptures under this Section only a portion of the Premises, the rent to be
paid from time to time during the unexpired Term shall abate proportionately
based on the proportion by which the approximate square footage of the remaining
portion of the Premises shall be less than that of the Premises as of the date
immediately prior to such recapture. Tenant shall, at Tenant’s own cost and
expense, discharge in full any outstanding commission obligation which may be
due and owing as a result of any proposed assignment or subletting, whether or
not the Premises are recaptured pursuant to this Section 9.3 and rented by
Landlord to the proposed tenant or any other tenant.

     

    9.4          In
the event that Tenant sells, sublets, assigns or transfers this Lease, Tenant
shall pay to Landlord as additional rent an amount equal to one hundred percent
(100%) of any Increased Rent (as defined below), less the Costs Component (as
defined below), when and as such Increased Rent is received by Tenant. As used
in this Section, “Increased Rent” shall mean the excess of (i) all rent and
other consideration which Tenant is entitled to receive by reason of any sale,
sublease, assignment or other transfer of this Lease, over (ii) the rent
otherwise payable by Tenant under this Lease at such time. For purposes of the
foregoing, any consideration received by Tenant in form other than cash shall be
valued at its fair market value as determined by Landlord in good faith. The
“Costs Component” is that amount which, if paid monthly, would fully amortize on
a straight-line basis, over the entire period for which Tenant is to receive
Increased Rent, the reasonable costs incurred by Tenant for leasing commissions
and tenant improvements in connection with such sublease, assignment or other
transfer.

     

    9.5          Notwithstanding
any other provision hereof, it shall be considered reasonable for Landlord to
withhold its consent to any assignment of this Lease or sublease of any portion
of the Premises if at the time of either Tenant’s notice of the proposed
assignment or sublease or the proposed commencement date thereof, there shall
exist any uncured default of Tenant or matter which will become a default of
Tenant with passage of time unless cured, or if the proposed assignee or
sublessee is an entity: (a) with which Landlord is already in negotiation; (b)
is already an occupant of the Building unless Landlord is unable to provide the
amount of space required by such occupant; (c) is a governmental agency; (d) is
incompatible with the character of occupancy of the Building; (e) with which the
payment for the sublease or assignment is determined in whole or in part based
upon its net income or profits; or (f) would subject the Premises to a use which
would: (i) involve increased personnel or wear upon the Building; (ii) violate
any exclusive right granted to another tenant of the Building; (iii) require any
addition to or modification of the Premises or the Building in order to comply
with building code or other governmental requirements; or, (iv) involve a
violation of Section 1.2. Tenant expressly agrees that for the purposes of any
statutory or other requirement of reasonableness on the part of Landlord,
Landlord’s refusal to consent to any assignment or sublease for any of the
reasons described in this Section 9.5, shall be conclusively deemed to be
reasonable.

     

    9.6          Upon
any request to assign or sublet, Tenant will pay to Landlord the
Assignment/Subletting Fee plus, on demand, a sum equal to all of Landlord’s
costs, including reasonable attorney’s fees, incurred in investigating and
considering any proposed or purported assignment or pledge of this Lease or
sublease of any of the Premises, regardless of whether Landlord shall consent
to, refuse consent, or determine that Landlord’s consent is not required for,
such assignment, pledge or sublease. Any purported sale, assignment, mortgage,
transfer of this Lease or subletting which does not comply with the provisions
of this Article 9 shall be void.

     

    9.7          If
Tenant is a corporation, limited liability company, partnership or trust, any
transfer or transfers of or change or changes within any twelve (12) month
period in the number of the outstanding voting shares of the corporation or
limited liability company, the general partnership interests in the partnership
or the identity of the persons or entities controlling the activities of such
partnership or trust resulting in the persons or entities owning or controlling
a majority of such shares, partnership interests or activities of such
partnership or trust at the beginning of such period no longer having such
ownership or control shall be regarded as equivalent to an assignment of this
Lease to the persons or entities acquiring such
ownership or control and shall be subject to all the provisions of this Article
9 to the same extent and for all intents and purposes as though such an
assignment.


    
      
         


      

      
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    10.         INDEMNIFICATION. None of the
Landlord Entities shall be liable and Tenant hereby waives all claims against
them for any damage to any property or any injury to any person in or about the
Premises or the Building by or from any cause whatsoever (including without
limiting the foregoing, rain or water leakage of any character from the roof,
windows, walls, basement, pipes, plumbing works or appliances, the Building not
being in good condition or repair, gas, fire, oil, electricity or theft), except
to the extent caused by or arising from the gross negligence or willful
misconduct of Landlord or its agents, employees or contractors. Tenant shall
protect, indemnify and hold the Landlord Entities harmless from and against any
and all loss, claims, liability or costs (including court costs and attorney’s
fees) incurred by reason of (a) any damage to any property (including but not
limited to property of any Landlord Entity) or any injury (including but not
limited to death) to any person occurring in, on or about the Premises or the
Building to the extent that such injury or damage shall be caused by or arise
from any actual or alleged act, neglect, fault, or omission by or of Tenant or
any Tenant Entity to meet any standards imposed by any duty with respect to the
injury or damage; (b) the conduct or management of any work or thing whatsoever
done by the Tenant in or about the Premises or from transactions of the Tenant
concerning the Premises; (c) Tenant’s failure to comply with any and all
governmental laws, ordinances and regulations applicable to the condition or use
of the Premises or its occupancy; or (d) any breach or default on the part of
Tenant in the performance of any covenant or agreement on the part of the Tenant
to be performed pursuant to this Lease. The provisions of this Article shall
survive the termination of this Lease with respect to any claims or liability
accruing prior to such termination.

     

    11.         INSURANCE.

     

    11.1        Tenant
shall keep in force throughout the Term: (a) a Commercial General Liability
insurance policy or policies to protect the Landlord Entities against any
liability to the public or to any invitee of Tenant or a Landlord Entity
incidental to the use of or resulting from any accident occurring in or upon the
Premises with a limit of not less than $1,000,000 per occurrence and not less
than $2,000,000 in the annual aggregate, or such larger amount as Landlord may
prudently require from time to time, covering bodily injury and property damage
liability and $1,000,000 products/completed operations aggregate; (b) Business
Auto Liability covering owned, non-owned and hired vehicles with a limit of not
less than $1,000,000 per accident; (c) Worker’s Compensation Laws with limits as
required by statute and Employers Liability with limits of $500,000 each
accident, $500,000 disease policy limit, $500,000 disease—each employee; (d) All
Risk or Special Form coverage protecting Tenant against loss of or damage to
Tenant’s alterations, additions, improvements, carpeting, floor coverings,
panelings, decorations, fixtures, inventory and other business personal property
situated in or about the Premises to the full replacement value of the property
so insured; and, (e) Business Interruption Insurance with limit of liability
representing loss of at least approximately six (6) months of
income.

     

    11.2        The
aforesaid policies shall (a) be provided at Tenant’s expense; (b) name the
Landlord Entities as additional insureds (General Liability) and loss payee
(Property—Special Form); (c) be issued by an insurance company with a minimum
Best’s rating of “A-:VII” during the Term; and (d) provide that said insurance
shall not be canceled unless thirty (30) days prior written notice (ten days for
non-payment of premium) shall have been given to Landlord; a certificate of
Liability insurance on ACORD Form 25 and a certificate of Property insurance on
ACORD Form 27 shall be delivered to Landlord by Tenant upon the Commencement
Date and at least thirty (30) days prior to each renewal of said
insurance.

     

    11.3        Whenever
Tenant shall undertake any alterations, additions or improvements in, to or
about the Premises (“Work”) the aforesaid insurance protection must extend to
and include injuries to persons and damage to property arising in connection
with such Work, without limitation including liability under any applicable
structural work act, and such other insurance as Landlord shall require; and the
policies of or certificates evidencing such insurance must be delivered to
Landlord prior to the commencement of any such Work.


     

    12.         WAIVER OF SUBROGATION. So long
as their respective insurers so permit, Tenant and Landlord hereby mutually
waive their respective rights of recovery against each other for any loss
insured by fire, extended coverage, All Risks or other insurance now or
hereafter existing for the benefit of the respective party but only to the
extent of the net insurance proceeds payable under such policies. Each party
shall obtain any special endorsements required by their insurer to evidence
compliance with the aforementioned waiver.


    
      
         


      

      
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    13.         SERVICES AND UTILITIES. Tenant
shall pay for all water, gas, heat, light, power, telephone, sewer, sprinkler
system charges and other utilities and services used on or from the Premises,
together with any taxes, penalties, and surcharges or the like pertaining
thereto and any maintenance charges for utilities. Tenant shall furnish all
electric light bulbs, tubes and ballasts, battery packs for emergency lighting
and fire extinguishers. If any such services are not separately metered to
Tenant, Tenant shall pay such proportion of all charges jointly metered with
other premises as determined by Landlord, in its sole discretion, to be
reasonable. Any such charges paid by Landlord and assessed against Tenant shall
be immediately payable to Landlord on demand and shall be additional rent
hereunder. Tenant will not, without the written consent of Landlord, contract
with a utility provider to service the Premises with any utility, including, but
not limited to, telecommunications, electricity, water, sewer or gas, which is
not previously providing such service to other tenants in the Building. Landlord
shall in no event be liable for any interruption or failure of utility services
on or to the Premises. Prior to the Commencement Date, Tenant shall establish an
account in Tenant’s name for each utility serving the Premises and Tenant shall
pay all fees, deposits and other charges in connection with the establishment of
such accounts.

     

    14.         HOLDING OVER. Tenant shall pay
Landlord for each day Tenant retains possession of the Premises or part of them
after termination of this Lease by lapse of time or otherwise at the rate
(“Holdover Rate”) which shall be Two Hundred Percent (200%) of the greater of
(a) the amount of the Annual Rent for the last period prior to the date of such
termination plus all Rent Adjustments under Article 4; and (b) the then market
rental value of the Premises as determined by Landlord assuming a new lease of
the Premises of the then usual duration and other terms, in either case,
prorated on a daily basis, and also pay all damages sustained by Landlord by
reason of such retention. If Landlord gives notice to Tenant of Landlord’s
election to such effect, such holding over shall constitute renewal of this
Lease for a period from month to month or one (1) year, whichever shall be
specified in such notice, in either case at the Holdover Rate, but if the
Landlord does not so elect, no such renewal shall result notwithstanding
acceptance by Landlord of any sums due hereunder after such termination; and
instead, a tenancy at sufferance at the Holdover Rate shall be deemed to have
been created. In any event, no provision of this Article 14 shall be deemed to
waive Landlord’s right of reentry or any other right under this Lease or at
law.

     

    15.         SUBORDINATION. Without the
necessity of any additional document being executed by Tenant for the purpose of
effecting a subordination, this Lease shall be subject and subordinate at all
times to ground or underlying leases and to the lien of any mortgages or deeds
of trust now or hereafter placed on, against or affecting the Building,
Landlord’s interest or estate in the Building, or any ground or underlying
lease; provided, however, that if the lessor, mortgagee, trustee, or holder of
any such mortgage or deed of trust elects to have Tenant’s interest in this
Lease be superior to any such instrument, then, by notice to Tenant, this Lease
shall be deemed superior, whether this Lease was executed before or after said
instrument. Notwithstanding the foregoing, Tenant covenants and agrees to
execute and deliver within ten (10) days of Landlord’s request such further
instruments evidencing such subordination or superiority of this Lease as may be
required by Landlord.

     

    16.         RULES AND REGULATIONS. Tenant
shall faithfully observe and comply with all the rules and regulations as set
forth in Exhibit
D to this Lease and all reasonable and non-discriminatory modifications
of and additions to them from time to time put into effect by Landlord. Landlord
shall not be responsible to Tenant for the non-performance by any other tenant
or occupant of the Building of any such rules and regulations.

     

    17.     
   REENTRY BY
LANDLORD.

     

    17.1        Landlord
reserves and shall at all times have the right to re-enter the Premises to
inspect the same, to show said Premises to prospective purchasers, mortgagees or
tenants, and to alter, improve or repair the Premises and any portion of the
Building, without abatement of rent, and may for that purpose erect, use and
maintain scaffolding, pipes, conduits and other necessary structures and open
any wall, ceiling or floor in and through the Building and Premises where
reasonably required by the character of the work to be performed, provided
entrance to the Premises shall not be blocked thereby, and further provided that
the business of Tenant shall not be interfered with unreasonably. Landlord shall
have the right at any time to change the arrangement and/or locations of
entrances, or passageways, doors and doorways, and corridors, windows,
elevators, stairs, toilets or other public parts of the Building and to change
the name, number or designation by which the Building is commonly known. In the
event that Landlord damages any portion of any wall or wall covering, ceiling,
or floor or floor covering within the Premises, Landlord shall repair or replace
the damaged portion to match the original as nearly as commercially reasonable
but shall not be required to repair or replace more than the portion actually
damaged. Tenant hereby waives any claim for damages for any injury or
inconvenience to or interference with Tenant’s business, any loss of occupancy
or quiet enjoyment of the Premises, and any other loss occasioned by any action
of Landlord authorized by this Article 17.

     

    17.2        For
each of the aforesaid purposes, Landlord shall at all times have and retain a
key with which to unlock all of the doors in the Premises, excluding Tenant’s
vaults and safes or special security areas (designated in advance), and Landlord
shall have the right to use any and all means which Landlord may deem proper to
open said doors in an emergency to obtain entry to any portion of the Premises.
As to any portion to which access cannot be had by means of a key or keys in
Landlord’s possession, Landlord is authorized to gain access by such means as
Landlord shall elect and the cost of repairing any damage occurring in doing so
shall be borne by Tenant and paid to Landlord within five (5) days of Landlord’s
demand.


    
      
         


      

      
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                18.

              	
                DEFAULT.

              


      

      


      18.1  
    Except as otherwise provided in Article 20, the following
events shall be deemed to be Events of Default under this Lease:

      


      18.1.1   
  Tenant shall fail to pay when due any sum of money becoming due to
be paid to Landlord under this Lease, whether such sum be any installment of the
rent reserved by this Lease, any other amount treated as additional rent under
this Lease, or any other payment or reimbursement to Landlord required by this
Lease, whether or not treated as additional rent under this Lease, and such
failure shall continue for a period of five (5) days after written notice that
such payment was not made when due, but if any such notice shall be given, for
the twelve (12) month period commencing with the date of such notice, the
failure to pay within five (5) days after due any additional sum of money
becoming due to be paid to Landlord under this Lease during such period shall be
an Event of Default, without notice.

      


      18.1.2  
   Tenant shall fail to comply with any term, provision or
covenant of this Lease which is not provided for in another Section of this
Article and shall not cure such failure within twenty (20) days (forthwith, if
the failure involves a hazardous condition) after written notice of such failure
to Tenant provided, however, that such failure shall not be an event of default
if such failure could not reasonably be cured during such twenty (20) day
period, Tenant has commenced the cure within such twenty (20) day period and
thereafter is diligently pursuing such cure to completion, but the total
aggregate cure period shall not exceed ninety (90) days.

      


      18.1.3
     Tenant shall fail to vacate the Premises immediately
upon termination of this Lease, by lapse of time or otherwise, or upon
termination of Tenant’s right to possession only.

      


      18.1.4   
  Tenant shall become insolvent, admit in writing its inability to pay
its debts generally as they become due, file a petition in bankruptcy or a
petition to take advantage of any insolvency statute, make an assignment for the
benefit of creditors, make a transfer in fraud of creditors, apply for or
consent to the appointment of a receiver of itself or of the whole or any
substantial part of its property, or file a petition or answer seeking
reorganization or arrangement under the federal bankruptcy laws, as now in
effect or hereafter amended, or any other applicable law or statute of the
United States or any state thereof.

      


      18.1.5    
 A court of competent jurisdiction shall enter an order, judgment or decree
adjudicating Tenant bankrupt, or appointing a receiver of Tenant, or of the
whole or any substantial part of its property, without the consent of Tenant, or
approving a petition filed against Tenant seeking reorganization or arrangement
of Tenant under the bankruptcy laws of the United States, as now in effect or
hereafter amended, or any state thereof, and such order, judgment or decree
shall not be vacated or set aside or stayed within sixty (60) days from the date
of entry thereof.

      


      
        	
                19.

              	
                REMEDIES.

              


      

      


      19.1      
Except as otherwise provided in Article 20, upon the occurrence of any of the
Events of Default described or referred to in Article 18, Landlord shall have
the option to pursue any one or more of the following remedies without any
notice or demand whatsoever, concurrently or consecutively and not
alternatively:

      


      19.1.1 
    Landlord may, at its election, terminate this Lease or
terminate Tenant’s right to possession only, without terminating the
Lease.

      


      19.1.2   
  Upon any termination of this Lease, whether by lapse of time or
otherwise, or upon any termination of Tenant’s right to possession without
termination of the Lease, Tenant shall surrender possession and vacate the
Premises immediately, and deliver possession thereof to Landlord, and Tenant
hereby grants to Landlord full and free license to enter into and upon the
Premises in such event and to repossess Landlord of the Premises as of
Landlord’s former estate and to expel or remove Tenant and any others who may be
occupying or be within the Premises and to remove Tenant’s signs and other
evidence of tenancy and all other property of Tenant therefrom without being
deemed in any manner guilty of trespass, eviction or forcible entry or detainer,
and without incurring any liability for any damage resulting therefrom, Tenant
waiving any right to claim damages for such re-entry and expulsion, and without
relinquishing Landlord’s right to rent or any other right given to Landlord
under this Lease or by operation of law.

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

      


      19.1.3   
 Upon any termination of this Lease, whether by lapse of time or otherwise,
Landlord shall be entitled to recover as damages, all rent, including any
amounts treated as additional rent under this Lease, and other sums due and
payable by Tenant on the date of termination, plus as liquidated damages and not
as a penalty, an amount equal to the sum of: (a) an amount equal to the then
present value of the rent reserved in this Lease for the residue of the stated
Term of this Lease including any amounts treated as additional rent under this
Lease and all other sums provided in this Lease to be paid by Tenant, minus the
fair rental value of the Premises for such residue; (b) the value of the time
and expense necessary to obtain a replacement tenant or tenants, and the
estimated expenses described in Section 19.1.4 relating to recovery of the
Premises, preparation for reletting and for reletting itself; and (c) the cost
of performing any other covenants which would have otherwise been performed by
Tenant.

      


      19.1.4  
  Upon any termination of Tenant’s right to possession only without
termination of the Lease:

      


      19.1.4.1    Neither
such termination of Tenant’s right to possession nor Landlord’s taking and
holding possession thereof as provided in Section 19.1.2 shall terminate the
Lease or release Tenant, in whole or in part, from any obligation, including
Tenant’s obligation to pay the rent, including any amounts treated as additional
rent, under this Lease for the full Term, and if Landlord so elects Tenant shall
continue to pay to Landlord the entire amount of the rent as and when it becomes
due, including any amounts treated as additional rent under this Lease, for the
remainder of the Term plus any other sums provided in this Lease to be paid by
Tenant for the remainder of the Term.

      


      19.1.4.2    Landlord
shall use commercially reasonable efforts to relet the Premises or portions
thereof to the extent required by applicable law. Landlord and Tenant agree that
nevertheless Landlord shall at most be required to use only the same efforts
Landlord then uses to lease premises in the Building generally and that in any
case that Landlord shall not be required to give any preference or priority to
the showing or leasing of the Premises or portions thereof over any other space
that Landlord may be leasing or have available and may place a suitable
prospective tenant in any such other space regardless of when such other space
becomes available and that Landlord shall have the right to relet the Premises
for a greater or lesser term than that remaining under this Lease, the right to
relet only a portion of the Premises, or a portion of the Premises or the entire
Premises as a part of a larger area, and the right to change the character or
use of the Premises. In connection with or in preparation for any reletting,
Landlord may, but shall not be required to, make repairs, alterations and
additions in or to the Premises and redecorate the same to the extent Landlord
deems necessary or desirable, and Tenant shall pay the cost thereof, together
with Landlord’s expenses of reletting, including, without limitation, any
commission incurred by Landlord, within five (5) days of Landlord’s demand.
Landlord shall not be required to observe any instruction given by Tenant about
any reletting or accept any tenant offered by Tenant unless such offered tenant
has a credit-worthiness acceptable to Landlord and leases the entire Premises
upon terms and conditions including a rate of rent (after giving effect to all
expenditures by Landlord for tenant improvements, broker’s commissions and other
leasing costs) all no less favorable to Landlord than as called for in this
Lease, nor shall Landlord be required to make or permit any assignment or
sublease for more than the current term or which Landlord would not be required
to permit under the provisions of Article 9.

      


      19.1.4.3    Until
such time as Landlord shall elect to terminate the Lease and shall thereupon be
entitled to recover the amounts specified in such case in Section 19.1.3, Tenant
shall pay to Landlord upon demand the full amount of all rent, including any
amounts treated as additional rent under this Lease and other sums reserved in
this Lease for the remaining Term, together with the costs of repairs,
alterations, additions, redecorating and Landlord’s expenses of reletting and
the collection of the rent accruing therefrom (including reasonable attorney’s
fees and broker’s commissions), as the same shall then be due or become due from
time to time, less only such consideration as Landlord may have received from
any reletting of the Premises; and Tenant agrees that Landlord may file suits
from time to time to recover any sums falling due under this Article 19 as they
become due. Any proceeds of reletting by Landlord in excess of the amount then
owed by Tenant to Landlord from time to time shall be credited against Tenant’s
future obligations under this Lease but shall not otherwise be refunded to
Tenant or inure to Tenant’s benefit.

      


      19.2 
    Upon the occurrence of an Event of Default, Landlord may (but
shall not be obligated to) cure such default at Tenant’s sole expense. Without
limiting the generality of the foregoing, Landlord may, at Landlord’s option,
enter into and upon the Premises if Landlord determines in its sole discretion
that Tenant is not acting within a commercially reasonable time to maintain,
repair or replace anything for which Tenant is responsible under this Lease or
to otherwise effect compliance with its obligations under this Lease and correct
the same, without being deemed in any manner guilty of trespass, eviction or
forcible entry and detainer and without incurring any liability for any damage
or interruption of Tenant’s business resulting therefrom and Tenant agrees to
reimburse Landlord within five (5) days of Landlord’s demand as additional rent,
for any expenses which Landlord may incur in thus effecting compliance with
Tenant’s obligations under this Lease, plus interest from the date of
expenditure by Landlord at the Wall Street Journal prime
rate.



      
        
           


        

        
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      19.3  
   Tenant understands and agrees that in entering into this Lease,
Landlord is relying upon receipt of all the Annual and Monthly Installments of
Rent to become due with respect to all the Premises originally leased hereunder
over the full Initial Term of this Lease for amortization, including interest at
the Amortization Rate. For purposes hereof, the “Concession Amount” shall be
defined as the aggregate of all amounts forgone or expended by Landlord as free
rent under the lease and for brokers’ commissions payable by reason of this
Lease. Accordingly, Tenant agrees that if this Lease or Tenant’s right to
possession of the Premises leased hereunder shall be terminated as of any date
(“Default Termination Date”) prior to the expiration of the full Initial Term
hereof by reason of a default of Tenant, there shall be due and owing to
Landlord as of the day prior to the Default Termination Date, as rent in
addition to all other amounts owed by Tenant as of such Date, the amount
(“Unamortized Amount”) of the Concession Amount determined as set forth below;
provided, however, that in the event that such amounts are recovered by Landlord
pursuant to any other provision of this Article 19, Landlord agrees that it
shall not attempt to recover such amounts pursuant to this Paragraph 19.3. For
the purposes hereof, the Unamortized Amount shall be determined in the same
manner as the remaining principal balance of a mortgage with interest at the
Amortization Rate payable in level payments over the same length of time as from
the effectuation of the Concession concerned to the end of the full Initial Term
of this Lease would be determined. The foregoing provisions shall also apply to
and upon any reduction of space in the Premises, as though such reduction were a
termination for Tenant’s default, except that (i) the Unamortized Amount shall
be reduced by any amounts paid by Tenant to Landlord to effectuate such
reduction and (ii) the manner of application shall be that the Unamortized
Amount shall first be determined as though for a full termination as of the
Effective Date of the elimination of the portion, but then the amount so
determined shall be multiplied by the fraction of which the numerator is the
rentable square footage of the eliminated portion and the denominator is the
rentable square footage of the Premises originally leased hereunder; and the
amount thus obtained shall be the Unamortized Amount.

      


      19.4   
  If, on account of any breach or default by Tenant in Tenant’s
obligations under the terms and conditions of this Lease, it shall become
necessary or appropriate for Landlord to employ or consult with an attorney or
collection agency concerning or to enforce or defend any of Landlord’s rights or
remedies arising under this Lease or to collect any sums due from Tenant, Tenant
agrees to pay all costs and fees so incurred by Landlord, including, without
limitation, reasonable attorneys’ fees and costs. TENANT EXPRESSLY WAIVES ANY RIGHT TO:
(A) TRIAL BY JURY; AND (B) SERVICE OF ANY NOTICE REQUIRED BY ANY PRESENT OR
FUTURE LAW OR ORDINANCE APPLICABLE TO LANDLORDS OR TENANTS BUT NOT REQUIRED BY
THE TERMS OF THIS LEASE.

      


      19.5  
   Pursuit of any of the foregoing remedies shall not preclude
pursuit of any of the other remedies provided in this Lease or any other
remedies provided by law (all such remedies being cumulative), nor shall pursuit
of any remedy provided in this Lease constitute a forfeiture or waiver of any
rent due to Landlord under this Lease or of any damages accruing to Landlord by
reason of the violation of any of the terms, provisions and covenants contained
in this Lease.

      


      19.6    
 No act or thing done by Landlord or its agents during the Term shall be
deemed a termination of this Lease or an acceptance of the surrender of the
Premises, and no agreement to terminate this Lease or accept a surrender of said
Premises shall be valid, unless in writing signed by Landlord. No waiver by
Landlord of any violation or breach of any of the terms, provisions and
covenants contained in this Lease shall be deemed or construed to constitute a
waiver of any other violation or breach of any of the terms, provisions and
covenants contained in this Lease. Landlord’s acceptance of the payment of
rental or other payments after the occurrence of an Event of Default shall not
be construed as a waiver of such Default, unless Landlord so notifies Tenant in
writing. Forbearance by Landlord in enforcing one or more of the remedies
provided in this Lease upon an Event of Default shall not be deemed or construed
to constitute a waiver of such Default or of Landlord’s right to enforce any
such remedies with respect to such Default or any subsequent
Default.

      


      19.7    
 To secure the payment of all rentals and other sums of money becoming due
from Tenant under this Lease, Landlord shall have and Tenant grants to Landlord
a first lien upon the leasehold interest of Tenant under this Lease, which lien
may be enforced in equity, and a continuing security interest upon all goods,
wares, equipment, fixtures, furniture, inventory, accounts, contract rights,
chattel paper and other personal property of Tenant situated on the Premises,
and such property shall not be removed therefrom without the consent of Landlord
until all arrearages in rent as well as any and all other sums of money then due
to Landlord under this Lease shall first have been paid and discharged. Upon the
occurrence of an Event of Default, Landlord shall have, in addition to any other
remedies provided in this Lease or by law, all rights and remedies under the
Uniform Commercial Code, including without limitation the right to sell the
property described in this Section 19.7 at public or private sale upon five (5)
days’ notice to Tenant. Tenant shall execute all such financing statements and
other instruments as shall be deemed necessary or desirable in Landlord’s
discretion to perfect the security interest hereby created.

      


      19.8   
  Any and all property which may be removed from the Premises by
Landlord pursuant to the authority of this Lease or of law, to which Tenant is
or may be entitled, may be handled, removed and/or stored, as the case may be,
by or at the direction of Landlord but at the risk, cost and expense of Tenant,
and Landlord shall in no event be responsible for the value, preservation or
safekeeping thereof. Tenant shall pay to Landlord, upon demand, any and all
expenses incurred in such removal and all storage charges against such property
so long as the same shall be in Landlord’s possession or under Landlord’s
control. Any such property of Tenant not retaken by Tenant from storage within
thirty (30) days after removal from the Premises shall, at Landlord’s option, be
deemed conveyed by Tenant to Landlord under this Lease as by a bill of sale
without further payment or credit by Landlord to Tenant.

       

      
        
           


        

        
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      19.9         If
more than one (1) Event of Default occurs during the Term or any renewal
thereof, Tenant’s renewal options, expansion options, purchase options and
rights of first offer and/or refusal, if any are provided for in this Lease,
shall be null and void.

      


      
        	
                20.

              	
                TENANT’S BANKRUPTCY OR
      INSOLVENCY.

              


      

      


      20.1     
If at any time and for so long as Tenant shall be subjected to the provisions of
the United States Bankruptcy Code or other law of the United States or any state
thereof for the protection of debtors as in effect at such time (each a
“Debtor’s Law”):

      


      20.1.1  
  Tenant, Tenant as debtor-in-possession, and any trustee or receiver
of Tenant’s assets (each a “Tenant’s Representative”) shall have no greater
right to assume or assign this Lease or any interest in this Lease, or to
sublease any of the Premises than accorded to Tenant in Article 9, except to the
extent Landlord shall be required to permit such assumption, assignment or
sublease by the provisions of such Debtor’s Law. Without limitation of the
generality of the foregoing, any right of any Tenant’s Representative to assume
or assign this Lease or to sublease any of the Premises shall be subject to the
conditions that:

      


      20.1.1.1    Such
Debtor’s Law shall provide to Tenant’s Representative a right of assumption of
this Lease which Tenant’s Representative shall have timely exercised and
Tenant’s Representative shall have fully cured any default of Tenant under this
Lease.

      


      20.1.1.2    Tenant’s
Representative or the proposed assignee, as the case shall be, shall have
deposited with Landlord as security for the timely payment of rent an amount
equal to the larger of: (a) three (3) months’ rent and other monetary charges
accruing under this Lease; and (b) any sum specified in Article 5; and shall
have provided Landlord with adequate other assurance of the future performance
of the obligations of the Tenant under this Lease. Without limitation, such
assurances shall include, at least, in the case of assumption of this Lease,
demonstration to the satisfaction of the Landlord that Tenant’s Representative
has and will continue to have sufficient unencumbered assets after the payment
of all secured obligations and administrative expenses to assure Landlord that
Tenant’s Representative will have sufficient funds to fulfill the obligations of
Tenant under this Lease; and, in the case of assignment, submission of current
financial statements of the proposed assignee, audited by an independent
certified public accountant reasonably acceptable to Landlord and showing a net
worth and working capital in amounts determined by Landlord to be sufficient to
assure the future performance by such assignee of all of the Tenant’s
obligations under this Lease.

      


      20.1.1.3    The
assumption or any contemplated assignment of this Lease or subleasing any part
of the Premises, as shall be the case, will not breach any provision in any
other lease, mortgage, financing agreement or other agreement by which Landlord
is bound.

      


      20.1.1.4    Landlord
shall have, or would have had absent the Debtor’s Law, no right under Article 9
to refuse consent to the proposed assignment or sublease by reason of the
identity or nature of the proposed assignee or sublessee or the proposed use of
the Premises concerned.

      


      21.
         QUIET ENJOYMENT. Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, while paying the rental and performing its other
covenants and agreements contained in this Lease, shall peaceably and quietly
have, hold and enjoy the Premises for the Term without hindrance or molestation
from Landlord subject to the terms and provisions of this Lease. Landlord shall
not be liable for any interference or disturbance by other tenants or third
persons, nor shall Tenant be released from any of the obligations of this Lease
because of such interference or disturbance.

      


      
        
          
          

        

        
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                22.

              	
                CASUALTY

              


      

      


      22.1       In
the event the Premises or the Building are damaged by fire or other cause and in
Landlord’s reasonable estimation such damage can be materially restored within
one hundred eighty (180) days, Landlord shall forthwith repair the same and this
Lease shall remain in full force and effect, except that Tenant shall be
entitled to a proportionate abatement in rent from the date of such damage. Such
abatement of rent shall be made pro rata in accordance with the extent to which
the damage and the making of such repairs shall interfere with the use and
occupancy by Tenant of the Premises from time to time. Within forty-five (45)
days from the date of such damage, Landlord shall notify Tenant, in writing, of
Landlord’s reasonable estimation of the length of time within which material
restoration can be made, and Landlord’s determination shall be binding on
Tenant. For purposes of this Lease, the Building or Premises shall be deemed
“materially restored” if they are in such condition as would not prevent or
materially interfere with Tenant’s use of the Premises for the purpose for which
it was being used immediately before such damage.

      


      22.2      
If such repairs cannot, in Landlord’s reasonable estimation, be made within one
hundred eighty (180) days, Landlord and Tenant shall each have the option of
giving the other, at any time within ninety (90) days after such damage, notice
terminating this Lease as of the date of such damage. In the event of the giving
of such notice, this Lease shall expire and all interest of the Tenant in the
Premises shall terminate as of the date of such damage as if such date had been
originally fixed in this Lease for the expiration of the Term. In the event that
neither Landlord nor Tenant exercises its option to terminate this Lease, then
Landlord shall repair or restore such damage, this Lease continuing in full
force and effect, and the rent hereunder shall be proportionately abated as
provided in Section 22.1.

      


      22.3       Landlord
shall not be required to repair or replace any damage or loss by or from fire or
other cause to any panelings, decorations, partitions, additions, railings,
ceilings, floor coverings, office fixtures or any other property or improvements
installed on the Premises by, or belonging to, Tenant. Any insurance which may
be carried by Landlord or Tenant against loss or damage to the Building or
Premises shall be for the sole benefit of the party carrying such insurance and
under its sole control.

      


      22.4       In
the event that Landlord should fail to complete such repairs and material
restoration within sixty (60) days after the date estimated by Landlord therefor
as extended by this Section 22.4, Tenant may at its option and as its sole
remedy terminate this Lease by delivering written notice to Landlord, within
fifteen (15) days after the expiration of said period of time, whereupon the
Lease shall end on the date of such notice or such later date fixed in such
notice as if the date of such notice was the date originally fixed in this Lease
for the expiration of the Term; provided, however, that if construction is
delayed because of changes, deletions or additions in construction requested by
Tenant, strikes, lockouts, casualties. Acts of God, war, material or labor
shortages, government regulation or control or other causes beyond the
reasonable control of Landlord, the period for restoration, repair or rebuilding
shall be extended for the amount of time Landlord is so delayed.

      


      22.5       Notwithstanding
anything to the contrary contained in this Article: (a) Landlord shall not have
any obligation whatsoever to repair, reconstruct, or restore the Premises when
the damages resulting from any casualty covered by the provisions of this
Article 22 occur during the last twelve (12) months of the Term or any extension
thereof, but if Landlord determines not to repair such damages Landlord shall
notify Tenant and if such damages shall render any material portion of the
Premises untenantable Tenant shall have the right to terminate this Lease by
notice to Landlord within fifteen (15) days after receipt of Landlord’s notice;
and (b) in the event the holder of any indebtedness secured by a mortgage or
deed of trust covering the Premises or Building requires that any insurance
proceeds be applied to such indebtedness, then Landlord shall have the right to
terminate this Lease by delivering written notice of termination to Tenant
within fifteen (15) days after such requirement is made by any such holder,
whereupon this Lease shall end on the date of such damage as if the date of such
damage were the date originally fixed in this Lease for the expiration of the
Term.

      


      22.6       In
the event of any damage or destruction to the Building or Premises by any peril
covered by the provisions of this Article 22, it shall be Tenant’s
responsibility to properly secure the Premises and upon notice from Landlord to
remove forthwith, at its sole cost and expense, such portion of all of the
property belonging to Tenant or its licensees from such portion or all of the
Building or Premises as Landlord shall request.

      


      23.       
  EMINENT DOMAIN.
If all or any substantial part of the Premises shall be taken or
appropriated by any public or quasi-public authority under the power of eminent
domain, or conveyance in lieu of such appropriation, either party to this Lease
shall have the right, at its option, of giving the other, at any time within
thirty (30) days after such taking, notice terminating this Lease, except that
Tenant may only terminate this Lease by reason of taking or appropriation, if
such taking or appropriation shall be so substantial as to materially interfere
with Tenant’s use and occupancy of the Premises. If neither party to this Lease
shall so elect to terminate this Lease, the rental thereafter to be paid shall
be adjusted on a fair and equitable basis under the circumstances. In addition
to the rights of Landlord above, if any substantial part of the Building shall
be taken or appropriated by any public or quasi-public authority under the power
of eminent domain or conveyance in lieu thereof, and regardless of whether the
Premises or any part thereof are so taken or appropriated. Landlord shall have
the right, at its sole option, to terminate this Lease. Landlord shall be
entitled to any and all income, rent, award, or any interest whatsoever in or
upon any such sum, which may be paid or made in connection with any such public
or quasi-public use or purpose, and Tenant hereby assigns to Landlord any
interest it may have in or claim to all or any part of such sums, other than any
separate award which may be made with respect to Tenant’s trade fixtures and
moving expenses; Tenant shall make no claim for the value of any unexpired
Term.

       

      
        
           


        

        
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      24.          SALE BY LANDLORD. In event of
a sale or conveyance by Landlord of the Building, the same shall operate to
release Landlord from any future liability upon any of the covenants or
conditions, expressed or implied, contained in this Lease in favor of Tenant,
and in such event Tenant agrees to look solely to the responsibility of the
successor in interest of Landlord in and to this Lease. Except as set forth in
this Article 24, this Lease shall not be affected by any such sale and Tenant
agrees to attorn to the purchaser or assignee. If any security has been given by
Tenant to secure the faithful performance of any of the covenants of this Lease,
Landlord may transfer or deliver said security, as such, to Landlord’s successor
in interest and thereupon Landlord shall be discharged from any further
liability with regard to said security.

      


      25.          ESTOPPEL CERTIFICATES. Within
ten (10) days following any written request which Landlord may make from time to
time, Tenant shall execute and deliver to Landlord or mortgagee or prospective
mortgagee a sworn statement certifying: (a) the date of commencement of this
Lease; (b) the fact that this Lease is unmodified and in full force and effect
(or, if there have been modifications to this Lease, that this lease is in full
force and effect, as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this
Lease have been paid; (d) the fact that there are no current defaults under this
Lease by either Landlord or Tenant except as specified in Tenant’s statement;
and (e) such other matters as may be requested by Landlord. Landlord and Tenant
intend that any statement delivered pursuant to this Article 25 may be relied
upon by any mortgagee, beneficiary or purchaser, and Tenant shall be liable for
all loss, cost or expense resulting from the failure of any sale or funding of
any loan caused by any material misstatement contained in such estoppel
certificate. Tenant irrevocably agrees that if Tenant fails to execute and
deliver such certificate within such ten (10) day period Landlord or Landlord’s
beneficiary or agent may execute and deliver such certificate on Tenant’s
behalf, and that such certificate shall be fully binding on Tenant.

      


      
        	
                26.

              	
                SURRENDER OF
      PREMISES.

              


      

      


      26.1        Tenant
shall arrange to meet Landlord for two (2) joint inspections of the Premises,
the first to occur at least thirty (30) days (but no more than sixty (60) days)
before the last day of the Term, and the second to occur not later than
forty-eight (48) hours after Tenant has vacated the Premises. In the event of
Tenant’s failure to arrange such joint inspections and/or participate in either
such inspection, Landlord’s inspection at or after Tenant’s vacating the
Premises shall be conclusively deemed correct for purposes of determining
Tenant’s responsibility for repairs and restoration.

      


      26.2        All
alterations, additions, and improvements in, on, or to the Premises made or
installed by or for Tenant, including, without limitation, carpeting
(collectively, “Alterations”), shall be and remain the property of Tenant during
the Term. Upon the expiration or sooner termination of the Term, all Alterations
shall become a part of the realty and shall belong to Landlord without
compensation, and title shall pass to Landlord under this Lease as by a bill of
sale. At the end of the Term or any renewal of the Term or other sooner
termination of this Lease, Tenant will peaceably deliver up to Landlord
possession of the Premises, together with all Alterations by whomsoever made, in
the same conditions received or first installed, broom clean and free of all
debris, excepting only ordinary wear and tear and damage by fire or other
casualty. Notwithstanding the foregoing, if Landlord elects by notice given to
Tenant at least ten (10) days prior to expiration of the Term, Tenant shall, at
Tenant’s sole cost, remove any Alterations, including carpeting, so designated
by Landlord’s notice, and repair any damage caused by such removal. Tenant must,
at Tenant’s sole cost, remove upon termination of this Lease, any and all of
Tenant’s furniture, furnishings, equipment, movable partitions of less than full
height from floor to ceiling and other trade fixtures and personal property, as
well as all data/telecommunications cabling and wiring installed by or on behalf
of Tenant, whether inside walls, under any raised floor or above any ceiling
(collectively, “Personalty”). Personalty not so removed shall be deemed
abandoned by the Tenant and title to the same shall thereupon pass to Landlord
under this Lease as by a bill of sale, but Tenant shall remain responsible for
the cost of removal and disposal of such Personalty, as well as any damage
caused by such removal. In lieu of requiring Tenant to remove Alterations and
Personalty and repair the Premises as aforesaid, Landlord may, by written notice
to Tenant delivered at least thirty (30) days before the Termination Date,
require Tenant to pay to Landlord, as additional rent hereunder, the cost of
such removal and repair in an amount reasonably estimated by
Landlord.

      


      26.3        All
obligations of Tenant under this Lease not fully performed as of the expiration
or earlier termination of the Term shall survive the expiration or earlier
termination of the Term. Upon the expiration or earlier termination of the Term,
Tenant shall pay to Landlord the amount, as estimated by Landlord, necessary to
repair and restore the Premises as provided in this Lease and/or to discharge
Tenant’s obligation for unpaid amounts due or to become due to Landlord. All
such amounts shall be used and held by Landlord for payment of such obligations
of Tenant, with Tenant being liable for any additional costs upon demand by
Landlord, or with any excess to be returned to Tenant after all such obligations
have been determined and satisfied. Any otherwise unused Security Deposit shall
be credited against the amount payable by Tenant under this Lease.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

      
 

      27.          NOTICES. Any notice or
document required or permitted to be delivered under this Lease shall be
addressed to the intended recipient, by fully prepaid registered or certified
United States Mail return receipt requested, or by reputable independent
contract delivery service furnishing a written record of attempted or actual
delivery, and shall be deemed to be delivered when tendered for delivery to the
addressee at its address set forth on the Reference Pages, or at such other
address as it has then last specified by written notice delivered in accordance
with this Article 27, or if to Tenant at either its aforesaid address or its
last known registered office or home of a general partner or individual owner,
whether or not actually accepted or received by the addressee. Any such notice
or document may also be personally delivered if a receipt is signed by and
received from, the individual, if any, named in Tenant’s Notice
Address.

      


      28.      
   TAXES PAYABLE
BY TENANT. In addition to rent and other charges to be paid by Tenant
under this Lease, Tenant shall reimburse to Landlord, upon demand, any and all
taxes payable by Landlord (other than net income taxes) whether or not now
customary or within the contemplation of the parties to this Lease: (a) upon,
allocable to, or measured by or on the gross or net rent payable under this
Lease, including without limitation any gross income tax or excise tax levied by
the State, any political subdivision thereof, or the Federal Government with
respect to the receipt of such rent; (b) upon or with respect to the possession,
leasing, operation, management, maintenance, alteration, repair, use or
occupancy of the Premises or any portion thereof, including any sales, use or
service tax imposed as a result thereof; (c) upon or measured by the Tenant’s
gross receipts or payroll or the value of Tenant’s equipment, furniture,
fixtures and other personal property of Tenant or leasehold improvements,
alterations or additions located in the Premises; or (d) upon this transaction
or any document to which Tenant is a party creating or transferring any interest
of Tenant in this Lease or the Premises. In addition to the foregoing, Tenant
agrees to pay, before delinquency, any and all taxes levied or assessed against
Tenant and which become payable during the term hereof upon Tenant’s equipment,
furniture, fixtures and other personal property of Tenant located in the
Premises.

      


      29.          RELOCATION OF TENANT.
Landlord, at its sole expense, on at least sixty (60) days prior written
notice, may require Tenant to move from the Premises to other space of
comparable size and decor in order to permit Landlord to consolidate the space
leased to Tenant with other adjoining space leased or to be leased to another
tenant. In the event of any such relocation, Landlord will pay all expenses of
preparing and decorating the new premises so that they will be substantially
similar to the Premises from which Tenant is moving, and Landlord will also pay
the expense of moving Tenant’s furniture and equipment to the relocated
premises. In such event this Lease and each and all of the terms and covenants
and conditions hereof shall remain in full force and effect and thereupon be
deemed applicable to such new space except that revised Reference Pages and a
revised Exhibit
A shall become part of this Lease and shall reflect the location of the
new premises.

      


      30.          DEFINED TERMS AND HEADINGS.
The Article headings shown in this Lease are for convenience of reference
and shall in no way define, increase, limit or describe the scope or intent of
any provision of this Lease. Any indemnification or insurance of Landlord shall
apply to and inure to the benefit of all the following “Landlord Entities”,
being Landlord, Landlord’s investment manager, and the trustees, boards of
directors, officers, general partners, beneficiaries, stockholders, employees
and agents of each of them. Any option granted to Landlord shall also include or
be exercisable by Landlord’s trustee, beneficiary, agents and employees, as the
case may be. In any case where this Lease is signed by more than one person, the
obligations under this Lease shall be joint and several. The terms “Tenant” and
“Landlord” or any pronoun used in place thereof shall indicate and include the
masculine or feminine, the singular or plural number, individuals, firms or
corporations, and their and each of their respective successors, executors,
administrators and permitted assigns, according to the context hereof. The term
“rentable area” shall mean the rentable area of the Premises or the Building as
calculated by the Landlord on the basis of the plans and specifications of the
Building including a proportionate share of any common areas. Tenant hereby
accepts and agrees to be bound by the figures for the rentable square footage of
the Premises and Tenant’s Proportionate Share shown on the Reference Pages;
however, Landlord may adjust either or both figures if there is manifest error,
addition or subtraction to the Building or any business park or complex of which
the Building is a part, remeasurement or other circumstance reasonably
justifying adjustment. The term “Building” refers to the structure in which the
Premises are located and the common areas (parking lots, sidewalks, landscaping,
etc.) appurtenant thereto. If the Building is part of a larger complex of
structures, the term “Building” may include the entire complex, where
appropriate (such as shared Expenses or Taxes) and subject to Landlord’s
reasonable discretion.

      


      31.         TENANT’S AUTHORITY. If Tenant
signs as a corporation, partnership, trust or other legal entity each of the
persons executing this Lease on behalf of Tenant represents and warrants that
Tenant has been and is qualified to do business in the state in which the
Building is located, that the entity has full right and authority to enter into
this Lease, and that all persons signing on behalf of the entity were authorized
to do so by appropriate actions. Tenant agrees to deliver to Landlord,
simultaneously with the delivery of this Lease, a corporate resolution, proof of
due authorization by partners, opinion of counsel or other appropriate
documentation reasonably acceptable to Landlord evidencing the due authorization
of Tenant to enter into this Lease.

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

      


      Tenant
hereby represents and warrants that neither Tenant, nor any persons or entities
holding any legal or beneficial interest whatsoever in Tenant, are (i) the
target of any sanctions program that is established by Executive Order of the
President or published by the Office of Foreign Assets Control, U.S. Department
of the Treasury (“OFAC”); (ii) designated by the President or OFAC pursuant to
the Trading with the Enemy Act, 50 U.S.C. App. § 5, the International Emergency
Economic Powers Act, 50 U.S.C. §§ 1701-06, the Patriot Act, Public Law 107-56,
Executive Order 13224 (September 23, 2001) or any Executive Order of the
President issued pursuant to such statutes; or (iii) named on the following list
that is published by OFAC: “List of Specially Designated Nationals and Blocked
Persons.” If the foregoing representation is untrue at any time during the Term,
an Event of Default will be deemed to have occurred, without the necessity of
notice to Tenant.”

      


      32.          FINANCIAL STATEMENTS AND CREDIT
REPORTS. At Landlord’s request, Tenant shall deliver to Landlord a copy,
certified by an officer of Tenant as being a true and correct copy, of Tenant’s
most recent audited financial statement, or, if unaudited, certified by Tenant’s
chief financial officer as being true, complete and correct in all material
respects. Tenant hereby authorizes Landlord to obtain one or more credit reports
on Tenant at any time, and shall execute such further authorizations as Landlord
may reasonably require in order to obtain a credit report.

      


      33.          COMMISSIONS. Each of the
parties represents and warrants to the other that it has not dealt with any
broker or finder in connection with this Lease, except as described on the
Reference Pages.

      


      34.          TIME AND APPLICABLE LAW. Time
is of the essence of this Lease and all of its provisions. This Lease shall in
all respects be governed by the laws of the state in which the Building is
located.

      


      35.          SUCCESSORS AND ASSIGNS.
Subject to the provisions of Article 9, the terms, covenants and
conditions contained in this Lease shall be binding upon and inure to the
benefit of the heirs, successors, executors, administrators and assigns of the
parties to this Lease.

      


      36.          ENTIRE AGREEMENT. This Lease,
together with its exhibits, contains all agreements of the parties to this Lease
and supersedes any previous negotiations. There have been no representations
made by the Landlord or any of its representatives or understandings made
between the parties other than those set forth in this Lease and its exhibits.
This Lease may not be modified except by a written instrument duly executed by
the parties to this Lease.

      


      37.          EXAMINATION NOT OPTION.
Submission of this Lease shall not be deemed to be a reservation of the
Premises. Landlord shall not be bound by this Lease until it has received a copy
of this Lease duly executed by Tenant and has delivered to Tenant a copy of this
Lease duly executed by Landlord, and until such delivery Landlord reserves the
right to exhibit and lease the Premises to other prospective tenants.
Notwithstanding anything contained in this Lease to the contrary, Landlord may
withhold delivery of possession of the Premises from Tenant until such time as
Tenant has paid to Landlord any security deposit required by Article 5, the
first month’s rent as set forth in Article 3 and any sum owed pursuant to this
Lease.

      


      38.          RECORDATION. Tenant shall not
record or register this Lease or a short form memorandum hereof without the
prior written consent of Landlord, and then shall pay all charges and taxes
incident such recording or registration.

      


      39.          LIMITATION OF LANDLORD’S LIABILITY.
Redress for any claim against Landlord under this Lease shall be limited
to and enforceable only against and to the extent of Landlord’s interest in the
Building. The obligations of Landlord under this Lease are not intended to be
and shall not be personally binding on, nor shall any resort be had to the
private properties of, any of its or its investment manager’s trustees,
directors, officers, partners, beneficiaries, members, stockholders, employees,
or agents, and in no case shall Landlord be liable to Tenant hereunder for any
lost profits, damage to business, or any form of special, indirect or
consequential damages.

      


      [SIGNATURE
PAGE FOLLOWS]



      
        
           


        

        
          16

          
            

          

        

        
           


        

      

      


      
        
          
            
              
                	
                        LANDLORD:

                      	 
      	
                        TENANT:

                      
	
                        CIT GUILFORD DRIVE LLC,
      a Delaware limited liability company

                      	 
      	
                        NuGen MOBILITY, INC. a
      Delaware corporation

                      
	 
      	 
      	 
      
	
                        By:

                      	
                        RREEF
      America, L. L. C., a
      Delaware

                      	 
      	 
      
	 
      	
                        limited
      liability company, authorized agent

                      	 
      	 
      
	 
      	 
      	 
      
	
                        By:

                      	 
      	 
      	 
      	
                        By:

                      	/s/
      Eric Takamura  	 
      
	
                        Name:

                      	 
      	
                        Name:
      Eric Takamura

                      
	
                        Title:

                      	 
      	
                        Title:
      CEO/President

                      
	
                        Dated:

                      	 
      	 
      	
                          

                      	
                        Dated:
      October 7,
2010

                      


              

            

          

        

      

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

      


      EXHIBIT
A – FLOOR PLAN DEPICTING THE PREMISES

      


      attached
to and made a part of Lease bearing the

      Lease
Reference Date of October 1, 2010 between

      CIT
Guilford Drive LLC, as Landlord and

      On
the NuGen Mobility, Inc., as Tenant

      


      Exhibit A
is intended only to show the general layout of the Premises as of the beginning
of the Term of this Lease. It does not in any way supersede any of Landlord’s
rights set forth in Article 17 with respect to arrangements and/or locations of
public parts of the Building and changes in such arrangements and/or locations.
It is not to be scaled; any measurements or distances shown should be taken as
approximate.

       

      
        
          
            	
                    

                  	 
      


          

        

      

       

      
        
           


        

        
          A-1

          
            

          

        

        
           


        

      


      EXHIBIT
B – INTENTIONALLY OMITTED

       

      	
              

            	 
      



      
        
           


        

        
          B-1

          
            

          

        

        
           


        

      

      


      EXHIBIT
C – INTENTIONALLY OMITTED

       

      	
              

            	 
      



      
        
           


        

        
          C-1

          
            

          

        

        
           


        

      


      EXHIBIT
D – RULES AND REGULATIONS

      


      attached
to and made a part of Lease bearing the

      Lease
Reference Date of October 1, 2010 between

      CIT
Guilford Drive LLC, as Landlord and

      On
the NuGen Mobility, Inc., as Tenant

      
        


        1.      
      No sign, placard, picture, advertisement,
name or notice (collectively referred to as “Signs”) shall be installed or
displayed on any part of the outside of the Building without the prior written
consent of the Landlord which consent shall be in Landlord’s sole discretion.
All approved Signs shall be printed, painted, affixed or inscribed at Tenant’s
expense by a person or vendor approved by Landlord and shall be removed by
Tenant at Tenant’s expense upon vacating the Premises. Landlord shall have the
right to remove any Sign installed or displayed in violation of this rule at
Tenant’s expense and without notice.

        


        2.       
     If Landlord objects in writing to any curtains,
blinds, shades or screens attached to or hung in or used in connection with any
window or door of the Premises or Building, Tenant shall immediately discontinue
such use. No awning shall be permitted on any part of the Premises. Tenant shall
not place anything or allow anything to be placed against or near any glass
partitions or doors or windows which may appear unsightly, in the opinion of
Landlord, from outside the Premises.

        


        3.     
       Tenant shall not alter any lock or
other access device or install a new or additional lock or access device or bolt
on any door of its Premises without the prior written consent of Landlord.
Tenant, upon the termination of its tenancy, shall deliver to Landlord the keys
or other means of access to all doors.

        


        4.      
      If Tenant requires telephone, data, burglar
alarm or similar service, the cost of purchasing, installing and maintaining
such service shall be borne solely by Tenant. No boring or cutting for wires
will be allowed without the prior written consent of Landlord. Landlord shall
direct electricians as to where and how telephone, data, and electrical wires
are to be introduced or installed. The location of burglar alarms, telephones,
call boxes or other office equipment affixed to the Premises shall be subject to
the prior written approval of Landlord.

        


        5.       
     Tenant shall not place a load upon any floor of
its Premises, including mezzanine area, if any, which exceeds the load per
square foot that such floor was designed to carry and that is allowed by law.
Heavy objects shall stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Landlord will not be responsible
for loss of or damage to any such equipment or other property from any cause,
and all damage done to the Building by maintaining or moving such equipment or
other property shall be repaired at the expense of Tenant.

        


        6.        
    Tenant shall not install any radio or television
antenna, satellite dish, loudspeaker or other device on the roof or exterior
walls of the Building without Landlord’s prior written consent which consent
shall be in Landlord’s sole discretion.

        


        7.      
      Tenant shall not mark, drive nails, screw or
drill into the partitions, woodwork, plaster or dry wall (except for pictures
and general office uses) or in any way deface the Premises or any part thereof.
Tenant shall not affix any floor covering to the floor of the Premises or paint
or seal any floors in any manner except as approved by Landlord. Tenant shall
repair any damage resulting from noncompliance with this rule.

        


        8.      
      No cooking shall be done or permitted on the
Premises, except that Underwriters’ Laboratory approved microwave ovens or
equipment for brewing coffee, tea, hot chocolate and similar beverages shall be
permitted, provided that such equipment and use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and
regulations.

        


        9.      
      Tenant shall not use any hand trucks except
those equipped with the rubber tires and side guards, and may use such other
material-handling equipment as Landlord may approve. Tenant shall not bring any
other vehicles of any kind into the Building. Forklifts which operate on asphalt
areas shall only use tires that do not damage the asphalt.

        


        10.           Tenant
shall not use the name of the Building or any photograph or other likeness of
the Building in connection with or in promoting or advertising Tenant’s business
except that Tenant may include the Building name in Tenant’s address. Landlord
shall have the right, exercisable without notice and without liability to any
tenant, to change the name and address of the Building.

        


        
          
            	
                    

                  	 
      


          

        

         

        
          
             


          

          
            D-1

            
              

            

          

          
             


          

        


        11.     
     All trash and refuse shall be contained in
suitable receptacles at locations approved by Landlord. Tenant shall not place
in the trash receptacles any personal trash or material that cannot be disposed
of in the ordinary and customary manner of removing such trash without violation
of any law or ordinance governing such disposal.

        


        12.     
     Tenant shall comply with all safety, fire
protection and evacuation procedures and regulations established by Landlord or
any governing authority.

        


        13.     
     Tenant assumes all responsibility for securing and
protecting its Premises and its contents including keeping doors locked and
other means of entry to the Premises closed.

        


        14.   
       Tenant shall not use any method of
heating or air conditioning other than that supplied by Landlord without
Landlord’s prior written consent.

        


        15.   
       No person shall go on the roof without
Landlord’s permission.

        


        16.      
    Tenant shall not permit any animals, other than
seeing-eye dogs, to be brought or kept in or about the Premises or any common
area of the property.

        


        17.      
    Tenant shall not permit any motor vehicles to be washed
or mechanical work or maintenance of motor vehicles to be performed on any
portion of the Premises or parking lot.

        


        18.   
       These Rules and Regulations are in
addition to, and shall not be construed to in any way modify or amend, in whole
or in part, the terms, covenants, agreements and conditions of any lease of any
premises in the Building. Landlord may waive any one or more of these Rules and
Regulations for the benefit of any tenant or tenants, and any such waiver by
Landlord shall not be construed as a waiver of such Rules and Regulations for
any or all tenants.

        


        19.      
    Landlord reserves the right to make such other and
reasonable rules and regulations as in its judgment may from time to time be
needed for safety and security, for care and cleanliness of the Building and for
the preservation of good order in and about the Building. Tenant agrees to abide
by all such rules and regulations herein stated and any additional rules and
regulations which are adopted. Tenant shall be responsible for the observance of
all of the foregoing rules by Tenant’s employees, agents, clients, customers,
invitees and guests.

        


        20.      
    Any toilet rooms, toilets, urinals, wash bowls and other
apparatus shall not be used for any purpose other than that for which they were
constructed and no foreign substance of any kind whatsoever shall be thrown into
them. The expense of any breakage, stoppage or damage resulting from the
violation of this rule shall be borne by the Tenant who, or whose employees or
invitees, shall have caused it.

        


        21.  
        Tenant shall not permit smoking
or carrying of lighted cigarettes or cigars in areas reasonably designated by
Landlord or any applicable governmental agencies as non-smoking
areas.

        


        22.      
    Any directory of the Building or project of which the
Building is a part (“Project Area”), if provided, will be exclusively for the
display of the name and location of tenants only and Landlord reserves the right
to charge for the use thereof and to exclude any other names.

        


        23.     
     Canvassing, soliciting, distribution of handbills
or any other written material in the Building or Project Area is prohibited and
each tenant shall cooperate to prevent the same. No tenant shall solicit
business from other tenants or permit the sale of any goods or merchandise in
the Building or Project Area without the written consent of
Landlord.

        


        24.       
   Any equipment belonging to Tenant which causes noise or
vibration that may be transmitted to the structure of the Building or to any
space therein to such a degree as to be objectionable to Landlord or to any
tenants in the Building shall be placed and maintained by Tenant, at Tenant’s
expense, on vibration eliminators or other devices sufficient to eliminate the
noise or vibration.

        


        25.     
     Driveways, sidewalks, halls, passages, exits,
entrances and stairways (“Access Areas”) shall not be obstructed by tenants or
used by tenants for any purpose other than for ingress to and egress from their
respective premises. Access areas are not for the use of the general public and
Landlord shall in all cases retain the right to control and prevent access
thereto by all persons whose presence, in the judgement of Landlord, shall be
prejudicial to the safety, character, reputation and interests of the Building
or its tenants.

        


        
          
            	
                    

                  	 
      


          

        

         

        
          
             


          

          
            D-2

            
              

            

          

          
             


          

        

        


        26.     
     Landlord reserves the right to designate the use
of parking areas and spaces. Tenant shall not park in visitor, reserved, or
unauthorized parking areas. Tenant and Tenant’s guests shall park between
designated parking lines only and shall not park motor vehicles in those areas
designated by Landlord for loading and unloading. Vehicles in violation of the
above shall be subject to being towed at the vehicle owner’s expense. Vehicles
parked overnight without prior written consent of the Landlord shall be deemed
abandoned and shall be subject to being towed at vehicle owner’s expense. Tenant
will from time to time, upon the request of Landlord, supply Landlord with a
list of license plate numbers of vehicles owned or operated by its employees or
agents.

        


        27.    
      No trucks, tractors or similar vehicles can
be parked anywhere other than in Tenant’s own truck dock area. Tractor-trailers
which must be unhooked or parked with dolly wheels beyond the concrete loading
areas must use steel plates or wood blocks under the dolly wheels to prevent
damage to the asphalt paving surfaces. No parking or storing of such trailers
will be permitted in the parking areas or on streets adjacent
thereto.

        


        28.      
    During periods of loading and unloading, Tenant shall
not unreasonably interfere with traffic flow and loading and unloading areas of
other tenants. All products, materials or goods must be stored within the
Tenant’s Premises and not in any exterior areas, including, but not limited to,
exterior dock platforms, against the exterior of the Building, parking areas and
driveway areas. Tenant agrees to keep the exterior of the Premises clean and
free of nails, wood, pallets, packing materials, barrels and any other debris
produced from their operation.

        


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            D-3