Exhibit 10.3


 


ATLANTA


OFFICE LEASE AGREEMENT


 


TABLE OF
CONTENTS


 


BASIC LEASE INFORMATION


 


	
  Paragraph

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
   

  	
  PREMISES
  AND PROPERTY

  	
   

  
	
  2.

  	
   

  	
   

  	
  USE

  	
   

  
	
  3.

  	
   

  	
   

  	
  TERM AND
  POSSESSION

  	
   

  
	
  4.

  	
   

  	
   

  	
  RENT

  	
   

  
	
  5.

  	
   

  	
   

  	
  COMPLIANCE
  WITH LAWS

  	
   

  
	
  6.

  	
   

  	
   

  	
  ALTERATIONS

  	
   

  
	
  7.

  	
   

  	
   

  	
  REPAIR

  	
   

  
	
  8.

  	
   

  	
   

  	
  LIENS

  	
   

  
	
  9.

  	
   

  	
   

  	
  ASSIGNMENT AND SUBLETTING

  	
   

  
	
  10.

  	
   

  	
   

  	
  INSURANCE AND
  INDEMNIFICATION

  	
   

  
	
  11.

  	
   

  	
   

  	
  WAIVER
  OF SUBROGATION

  	
   

  
	
  12.

  	
   

  	
   

  	
  SERVICES AND
  UTILITIES

  	
   

  
	
  13.

  	
   

  	
   

  	
  ESTOPPEL
  CERTIFICATE

  	
   

  
	
  14.

  	
   

  	
   

  	
  HOLDING OVER

  	
   

  
	
  15.

  	
   

  	
   

  	
  SUBORDINATION

  	
   

  
	
  16.

  	
   

  	
   

  	
  RULES
  AND REGULATIONS

  	
   

  
	
  17.

  	
   

  	
   

  	
  ENTRY BY
  LANDLORD

  	
   

  
	
  18.

  	
   

  	
   

  	
  INSOLVENCY
  OR BANKRUPTCY

  	
   

  
	
  19.

  	
   

  	
   

  	
  DEFAULT

  	
   

  
	
  20.

  	
   

  	
   

  	
  DAMAGE BY FIRE,
  ETC.

  	
   

  
	
  21.

  	
   

  	
   

  	
  CONDEMNATION

  	
   

  
	
  22.

  	
   

  	
   

  	
  SALE BY
  LANDLORD

  	
   

  
	
  23.

  	
   

  	
   

  	
  RIGHT OF LANDLORD TO
  PERFORM

  	
   

  
	
  24.

  	
   

  	
   

  	
  SURRENDER
  OF PREMISES

  	
   

  
	
  25.

  	
   

  	
   

  	
  WAIVER

  	
   

  
	
  26.

  	
   

  	
   

  	
  NOTICES

  	
   

  
	
  27.

  	
   

  	
   

  	
  RENTAL
  ADJUSTMENT

  	
   

  
	
  28.

  	
   

  	
   

  	
  CERTAIN RIGHTS
  RESERVED TO THE LANDLORD

  	
   

  
	
  29.

  	
   

  	
   

  	
  ABANDONMENT

  	
   

  
	
  30.

  	
   

  	
   

  	
  SUCCESSORS
  AND ASSIGNS

  	
   

  
	
  31.

  	
   

  	
   

  	
  ATTORNEY’S FEES

  	
   

  
	
  32.

  	
   

  	
   

  	
  SECURITY
  DEPOSIT

  	
   

  
	
  33.

  	
   

  	
   

  	
  FINANCIAL
  STATEMENTS

  	
   

  
	
  34.

  	
   

  	
   

  	
  TENANT AUTHORITY

  	
   

  
	
  35.

  	
   

  	
   

  	
  MORTGAGEE
  AND GROUND LESSOR APPROVALS

  	
   

  
	
  36.

  	
   

  	
   

  	
  MISCELLANEOUS

  	
   

  
	
  37.

  	
   

  	
   

  	
  LANDLORD’S LIEN

  	
   

  
	
  38.

  	
   

  	
   

  	
  QUIET ENJOYMENT

  	
   

  
	
  39.

  	
   

  	
   

  	
  LANDLORD’S
  LIABILITY

  	
   

  
	
  40.

  	
   

  	
   

  	
  NO ESTATE

  	
   

  
	
  41.

  	
   

  	
   

  	
  SUBSTITUTION
  OF PREMISES

  	
   

  
	
  42.

  	
   

  	
   

  	
  LEASE
  EFFECTIVE DATE

  	
   

  
	
  43.

  	
   

  	
   

  	
  HAZARDOUS
  MATERIALS

  	
   

  
	
  44.

  	
   

  	
   

  	
  FIRST MONTH’S
  RENT

  	
   

  
	
  45.

  	
   

  	
   

  	
  BROKERS

  	
   

  
	
   

  	
   

  
	
  EXHIBIT “A” - RULES AND REGULATIONS

  	
   

  
	
  EXHIBIT “B” - TYPICAL
  LEVEL FLOOR PLAN

  	
   

  
	
  EXHIBIT “C”
  - OFFICE LEASE IMPROVEMENT AGREEMENT

  	
   

  
	
  EXHIBIT “D”
  - TENANT LEASE ESTOPPEL CERTIFICATE

  	
   

  
	
  EXHIBIT “E”
  - GENERAL CLEANING SPECIFICATIONS

  	
   

  
	
  EXHIBIT “F”
  - LEASE GUARANTY

  	
   

  
	
  EXHIBIT “G” - LEGAL DESCRIPTION OF PROPERTY

  	
   

  
	
  EXHIBIT “H” - INSURANCE

  	
   

  
	
  EXHIBIT “I” - SPECIAL STIPULATIONS

  	
   

  
	
  EXHIBIT “J”
  - ARBITRATION

  	
   

  
	
  EXHIBIT “K”
  – FORM OF SNDA

  	
   

  



 


	
   

  	
  Initial:
  Landlord

  
	
   

  	
   

  
	
   

  	
   Initial:
  Tenant

  



 





















 


BASIC
LEASE INFORMATION


 


	
   

  	
   

  	
  LEASE DATE:

  	
   

  	
  29th day of June, 2004

  
	
   

  	
   

  	
  LANDLORD:

  	
   

  	
  GERMANIA PROPERTY INVESTORS XXXIV, L.P., a Georgia limited partnership

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDRESS OF  LANDLORD:

  	
   

  	
  GERMANIA PROPERTY INVESTORS XXXIV, L.P. c/o

  Childress Klein Properties
300 Galleria Parkway, Suite 600
Atlanta, GA 30339

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TENANT:

  	
   

  	
  Neenah Paper, Inc., a Delaware corporation

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ADDRESS OF  TENANT:

  	
   

  	
  Prior to the Commencement Date:

  Neenah Paper, Inc.
C/o General Counsel
221 Roswell Street, Suite 100
Alpharetta, GA 30004
Phone: 678-566-4995
Fax: 678-566-0464

  
Following the Commencement Date:
At the Premises
C/o General Counsel

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  FEDERAL TAX ID NUMBER:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CONTACT:

  	
   

  	
  Steven S. Heinrichs

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  TELEPHONE:

  	
   

  	
  678-566-6794

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 1

  	
   

  	
  PREMISES:

  	
   

  	
  On the sixth (6th) floor of the Preston Ridge III office
  building as outlined in red on Exhibit “B” hereto. The rentable area of the
  Premises for purposes of this Lease is 26,285 square feet.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BUILDING:

  	
   

  	
  Preston Ridge III, 3460 Preston Ridge Road, Alpharetta, Georgia 30302.
  The rentable area of the Building is 151,647 square feet.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  PROPERTY:

  	
   

  	
  The land on which the Building is to be erected, per the legal
  description of the Property attached hereto as Exhibit “G”.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 2

  	
   

  	
  USE:

  	
   

  	
  General office use only.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 3

  	
   

  	
  COMMENCEMENT DATE

  	
   

  	
  September 15, 2004 (as the date may be extended pursuant to Section 3
  herein)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 3

  	
   

  	
  LEASE TERM:

  	
   

  	
  One hundred twenty (120) months commencing on the Commencement Date as
  specified above.

  



 


1





















 


	
  Paragraph 4

  	
   

  	
  RENT:

  	
   

  	
  Initially, Rent shall be payable at the rate of Forty-Three Thousand
  Eight Hundred Eight and 33/100ths Dollars ($43,808.33) per
  month.  Said monthly Rent consists of
  Net Rent and the Expense Stop Rent. 
  The initial Net Rent is $13.00 per rentable square foot per
  year or Twenty Eight Thousand Four Hundred Seventy Five and 42/100ths Dollars
  ($28,475.42) per month.  The
  initial Expense Stop Rent is $7.00 per rentable square foot per year
  or Fifteen Thousand Three Hundred Thirty-two and 91/100ths Dollars  ($15,332.91)  per month. 
  The Net Rent shall be adjusted in accordance with the Net Rent schedule set
  forth below.  The Expense Stop Rent
  shall be adjusted in accordance with Paragraph 27 of the Lease.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Net Rent Schedule:

  



 


	
   

  	
   

  	
   

  	
   

  	
  Time Period

  	
   

  	
  Net Rent PSF

  per annum

  	
   

  	
  Monthly Net

  Rent

  	
   

  	
  Annual Net

  Rent

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Commencement Date – 12th
  full month

  	
   

  	
  $

  	
  13.00

  	
   

  	
  $

  	
  28,475.42

  	
   

  	
  $

  	
  341,705.00

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  13 – 24

  	
   

  	
  $

  	
  13.33

  	
   

  	
  $

  	
  29,187.30

  	
   

  	
  $

  	
  350,247.63

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  25 – 36

  	
   

  	
  $

  	
  13.66

  	
   

  	
  $

  	
  29,916.98

  	
   

  	
  $

  	
  359,003.82

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  37 – 48

  	
   

  	
  $

  	
  14.00

  	
   

  	
  $

  	
  30,664.91

  	
   

  	
  $

  	
  367,978.91

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  49 – 60

  	
   

  	
  $

  	
  14.35

  	
   

  	
  $

  	
  31,431.53

  	
   

  	
  $

  	
  377,178.38

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  61 – 72

  	
   

  	
  $

  	
  14.71

  	
   

  	
  $

  	
  32,217.32

  	
   

  	
  $

  	
  386,607.84

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  73 – 84

  	
   

  	
  $

  	
  15.08

  	
   

  	
  $

  	
  33,022.75

  	
   

  	
  $

  	
  396,273.04

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  85 – 96

  	
   

  	
  $

  	
  15.45

  	
   

  	
  $

  	
  33,848.32

  	
   

  	
  $

  	
  406,179.87

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  97 – 108

  	
   

  	
  $

  	
  15.84

  	
   

  	
  $

  	
  34,694.53

  	
   

  	
  $

  	
  416,334.36

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  109 – 120

  	
   

  	
  $

  	
  16.24

  	
   

  	
  $

  	
  35,561.89

  	
   

  	
  $

  	
  426,742.72

  	
   

  	
   

  



 


	
  Paragraph 27

  	
   

  	
  PRO RATA SHARE

  	
   

  	
  17.33%, which
  percentage is defined as a ratio, the numerator of which is the number of
  square feet of rentable area contained in the Premises (26,285) and the
  denominator of which is the number of square feet of rentable area contained
  in the Building (151,647) subject to increase or decrease due to an increase
  or decrease of the rentable square footage of either the Building or the
  Premises.  Tenant’s Pro Rata Share
  shall be adjusted for partial years at the beginning and end of the term.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 32

  	
   

  	
  SECURITY DEPOSIT:

  	
   

  	
  Zero and No/100ths Dollars ($0.00)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Paragraph 45

  	
   

  	
  BROKERS:

  	
   

  	
  CK-Suburban Atlanta Brokerage, LLC, on behalf of Landlord.

  Carter & Associates, LLC, on behalf of Tenant

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Exhibit G

  	
   

  	
  GUARANTY:

  	
   

  	
  “Guaranty” shall
  mean the Guaranty of certain obligations of Lessee hereunder in the form of
  Exhibit “G” hereto (the “Guaranty”) given by Kimberly – Clark Corporation
  (the “Guarantor”) and bearing even date herewith.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  The foregoing Basic Lease Information is hereby incorporated into and
  made a part of this Lease.  Each
  reference in this Lease to any of the Basic Lease Information shall mean the
  respective information hereinabove set forth and shall be construed to
  incorporate all of the terms provided under the particular Lease paragraph
  pertaining to such information.  In the
  event of any conflict between any Basic Lease Information and the Lease, the
  latter shall control.

  



 


2





















 


LEASE


 


THIS
LEASE made as of this 29th
day of  June, 2004, between GERMANIA PROPERTY INVESTORS XXXIV, L.P., a
Georgia Limited Partnership (hereinafter called “Landlord”) and NEENAH PAPER, INC., a Delaware corporation
(hereinafter called “Tenant”).


 


W I T N E S S E
T H :


 


1.                                      PREMISES AND PROPERTY


 


Landlord hereby
demises and leases to Tenant and Tenant hereby accepts and leases from Landlord
those premises (hereinafter called “Premises”) outlined in red on Exhibit “B”
attached hereto, made a part hereof, and specified in the Basic Lease
Information, being a portion of a multi-story office building (the “Building”)
constructed or being constructed on a parcel of land (the “Property”) located
as described in the Basic Lease Information. 
Tenant shall have the nonexclusive right to use those parts of the
Property devoted to access and parking and shall have the non-exclusive right
to use those areas devoted to lobbies, elevators, stairs and similar facilities
provided for the common use or benefit of tenants generally and/or the public
(excluding, however, any restricted elevator lobbies dedicated to full floor
tenants.  The Landlord represents and
warrants, to the best of Landlord’s knowledge, as of the date of this Lease,
(i) all of the Building Standard mechanical, electrical, plumbing, sprinkler
and HVAC equipment servicing the Premises is in good working order and
condition, (ii) the Premises will be delivered to Tenant vacant and in broom
clean condition as of the Delivery Date (defined below); and (iii) the Premises
complies with all Laws (as defined below).


 


2.                                      USE


 


Tenant shall use
and occupy the Premises for the purpose specified in the Basic Lease
Information and for no other use or purpose without the prior written consent
of Landlord. 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 or annoy them, nor use or allow
the Premises to be used for any improper, immoral, unlawful, or objectionable
purpose or for any business, use, or purpose deemed to be disreputable or
inconsistent with the operation of a first-class office building, nor shall
Tenant cause, maintain or permit any nuisance in, on, or about the Premises.
Tenant shall not commit or suffer the commission of any waste in, on, or about
the Premises.


 


3.                                      TERM AND POSSESSION


 


(a)                                  The term of this
Lease shall be for the period specified in the Basic Lease Information (or
until sooner terminated as herein provided) beginning on the Commencement Date,
except that if the Commencement Date is other than the first day of a calendar
month, the term hereof shall be extended for the remainder of that calendar
month at the end of the term unless otherwise specified in the Basic Lease
Information.


 


(b)                                  The Commencement
Date shall be September 15, 2004, as specified in the Basic Lease
Information. Notwithstanding anything herein to the foregoing, Landlord shall
use commercially reasonable efforts to deliver the Premises to Tenant as soon
as possible following the date of this Lease, but not later than of June 30,
2004 (“Delivery Date”) in order that Tenant may do such work as may be required
by Tenant to make the Premises ready for Tenant’s use and occupancy.  Landlord agrees that, notwithstanding the
fact that Covansys Corporation has not vacated a portion of the Premises, the
Tenant shall be given access to the Premises upon the execution of the Lease
for purposes of commencing its Work therein (but in no event shall Tenant be
permitted to perform any Work in the portion of the Premises occupied by
Covansys Corporation until such time as Landlord has confirmed to Tenant that
Covanys Corporation has vacated such portion of the Premises), that such early
entry by Tenant shall not be deemed delivery of the entire Premises by
Landlord, and that delivery of the entire Premises shall only be deemed to have
occurred upon the delivery of the Premises to the Tenant in a broom clean
condition as herein required.  Tenant
agrees that any such entry into and occupation of the Premises shall be deemed
to be under all of the terms, covenants, conditions and provisions of the Lease
except as to the covenant to pay Net Rent, Expense Stop Rent and Operating
Costs, and further agrees Landlord shall not be liable in any way for any
injury, loss or damage which may occur to any of Tenant’s work and
installations made in the Premises or to properties placed therein prior to the
Commencement Date of the term of the Lease, except to the extent caused by
Landlord’s negligence. In the event that Landlord fails to deliver the Premises
to Tenant on or before the Delivery Date, and such delay in delivery actually
prohibits Tenant from otherwise commencing the Work (as defined on Exhibit “C”)
then the Commencement Date shall be delayed one day for each day of such delay
in the Delivery Date (i), Tenant shall receive a day for day abatement of rent
for each day of delay in the delivery of the Premises beyond July 10, 2004
and until August 9, 2004; (ii) Tenant shall receive a two (2) day
abatement of Rent for every day of delay in the delivery of the Premises from August 10,
2004 and until the date of delivery; and (iii) Tenant shall have the right to
terminate this Lease if Landlord fails to deliver the Premises prior to September 10,
2004, provided, however, that Tenant must deliver notice to Landlord of its
intent to terminate on or before September 15, 2004, or Tenant’s right to
terminate this Lease in accordance with this Section 3(b) shall be of no
further force and effect.   In the event
that Tenant timely elects to terminate this Lease in accordance with this Section 3(b),
Landlord hereby agrees to reimburse Tenant for its actual costs incurred in
connection with Tenant’s negotiation and preparation of the Lease, not to
exceed Twenty Thousand and 00/100 Dollars ($20,000.00), as well as the costs
incurred in connection with the preparation of the Premises for occupancy by Tenant,
not to exceed $125,000.00.


 


(c)                                  Except for (i)
any delay in the Delivery Date as set forth in Section 3(b) above, (ii)
any delay in Tenant’s Work caused by the negligence or willful misconduct of
Landlord, or (iii) any delay in the Work caused by events outside of Tenant’s
reasonable control, excluding all permitting issues related to the Work and
provided that such delay shall not extend for more than thirty (30) days (all


 


3





















 


of which events described
in subsections (i), (ii) and (iii) above shall delay the Commencement Date on a
day for day basis), the Commencement Date shall occur on the date specified on
the Basic Lease Information.


 


(d)                                  Landlord
shall not be liable to Tenant, its agents, employees, guests or invitees (and,
if Tenant is an entity, its officers, members, partners, managers, agents,
employees, guests or invitees) for any damage caused to any of them due to
leaking of gas, water, sewer or steam pipes, or from electricity, but Tenant, by
moving into the Premises and taking possession thereof, shall accept, and shall
be held to have accepted the Premises as suitable for the purposes for which
the same are leased, and Tenant by said act waives any and all defects therein
with the exception of latent defects; provided, however, that this Section shall
not apply to any damages or injury caused by or resulting from the negligence
or willful misconduct of Landlord, any damage or injury caused by the Building
(excluding the Premises) or any part or appurtenances thereof within the
Landlord’s control being improperly constructed or being or becoming out of
repair, and that nothing contained in this Section 3(c) shall negate the
Landlord’s maintenance and repair obligations as otherwise set forth herein.  In the event that during the Lease Term, a
latent defect is discovered in the Building’s structure, roof, foundation or in
the standard building systems serving the Premises generally (as well as other
space within excluding the Building systems servicing the Premises exclusively
or those non-Building standard or above-Building standard alterations,
improvements or additions made to Building systems by or on behalf of Landlord)
then Landlord shall be responsible for the repair or restoration of the Building
as a result of such latent defect in accordance with Landlord’s repair
obligations set forth in Section 12 hereof.  In the event that a
latent defect is discovered in the interior, nonstructural portions of the
Premises or any Work or Alterations installed by or on behalf of Tenant during
the Lease Term, Tenant shall be responsible for the repair or restoration of
the Premises as a result of such latent defect in accordance with Tenant’s
repair obligations set forth in Section 7 hereof.


 


4.                                      RENT


 


(a)                                  Tenant shall pay
to Landlord throughout the term of this Lease Rent as specified in the Basic
Lease Information, payable monthly in advance on or before the first day of
each month during the term hereby demised in lawful money of the United States,
without demand, deduction or offset whatsoever, to Landlord at the address
specified in the Basic Lease Information or to such other firm or to such other
place as Landlord may from time to time designate in writing.  Net Rent is subject to adjustment as provided
in the Basic Lease Information hereof, and Expense Stop Rent is subject to
adjustment as provided in Paragraph 27 hereof. 
If this Lease commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, the monthly
Rent for the fractional month shall be appropriately prorated.  The term “Rent”, as used herein, means all
Net Rent, Expense Stop Rent, Additional Rent and all other amounts payable
hereunder from Tenant to Landlord.


 


(b)                                  Tenant agrees
that if Rent or any other payment due hereunder from Tenant to Landlord remains
unpaid ten (10) days after said amount is due, the amount of such unpaid Rent
or other payment shall be increased by a late charge to be paid to Landlord by
Tenant in an amount equal to five percent (5%) of the amount of the delinquent
Rent or other payment.  The amount of the
late charge to be paid to Landlord by Tenant for any month shall be computed on
the aggregate amount of delinquent Rents and other payments, including all
accrued late charges, then outstanding. 
Tenant agrees that such amount is a reasonable estimate of the loss and
expense to be suffered by Landlord as a result of such late payment by Tenant
and may be charged by Landlord to defray such loss and expense.  The provisions of this paragraph 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 paragraph in any way
affect Landlord’s remedies pursuant to Paragraph 19 of this Lease in the event
said Rent or other payment is unpaid after the date due.  Notwithstanding the foregoing to the
contrary, Tenant shall not be subject to late charges and interest set forth in
this Section 4(b) for the first two (2) times in each twelve month period
for which Tenant fails to pay Rent within ten (10) days after its due date.


 


5.                                      COMPLIANCE WITH LAWS


 


Tenant
shall not use the Premises or permit anything to be done in or about the
Premises which will in any way conflict with any law, statute, ordinance, or
governmental rule or regulation now in force or which may hereafter be enacted
or promulgated.  Tenant shall not do or
permit anything to be done on or about the Premises or bring or keep anything
therein which will in any way increase the rate of any insurance upon the
Building or any of its contents or cause a cancellation of said insurance or
otherwise affect said insurance in any manner and Tenant shall, at its sole
cost and expense, promptly comply with all laws, statutes, ordinances, and
governmental rules, regulations, or requirements now in force or which may
hereafter be in force and with the requirements of any board of fire
underwriters or other similar body now or hereafter constituted (“Laws”)
relating to or affecting the condition, use, or occupancy of the Premises.  Notwithstanding the foregoing to the
contrary, Tenant shall not be obligated to make alterations to the Premises to
comply with any Laws to the extent such alterations were required on or before
the Delivery Date, nor shall Tenant be obligated to make any alterations to
comply with any Laws if such alterations are requested after the Delivery Date
unless they are applicable to the Premises (i) because of tenant’s unique or
particular type of use (as opposed to being applicable to occupied space in
general), or (ii) because of any special requirements relating to
accommodations for individual employees, invitees and/or guests of Tenant, or
(iii) as a result of any improvements, alterations, additions or improvements
made by or on behalf of Tenant.  Tenant
shall not be obligated to make alterations to the Premises to comply with Laws
if same were in effect as of the Delivery Date, the cost of such compliance
shall be borne by Landlord and shall not be passed through as an Operating
Expense.  The judgment of any court of
competent jurisdiction or the admission of Tenant or Landlord in an action
against Tenant or Landlord, whether Tenant or Landlord is a party thereto or
not, that Tenant or Landlord have so violated any such law, statute, ordinance,
rule, regulation, or requirement, shall be conclusive evidence of such
violation as between Landlord and Tenant. 
Notwithstanding anything herein to the contrary, the Landlord shall comply
with all Laws relating to or affecting the public and common areas of the
Building and the Property, including lobbies, stairs, elevators, corridors, and
restrooms, the exterior windows in the Building, the mechanical, plumbing, and
electrical equipment serving the Building (excluding those systems serving the
Premises exclusively and also excluding therefrom any non-Building standard or
above Building standard alterations, additions or improvements made to Building
systems by or on behalf of Tenant), the roof, and the structure itself, parking,
access lanes and landscaped areas..


 


6.                                      ALTERATIONS


 


Tenant
shall not make or suffer to be made any alterations, additions, or improvements
in, on, or to the Premises or any part thereof without the prior consent of
Landlord; provided, however, that Tenant shall be permitted to make interior,
non-structural alterations


 


4





















 


o the Premises without
Landlord’s consent provided such alterations do not affect the Building’s MEP
systems, life safety systems, HVAC system or structural integrity and do not
cost more than $20,000 in any twelve (12) month period..  Any such alterations, additions, or
improvements in, on, or to said Premises, except for Tenant’s movable furniture
and equipment, shall immediately become Landlord’s property and, at the end of
the term hereof, shall remain on the Premises without compensation to
Tenant.  In the event Landlord consents
to the making of any such alteration, addition, or improvement by Tenant, the
same shall be made by Tenant, at Tenant’s sole cost and expense, in accordance
with all applicable laws, ordinances, and regulations and all requirements of
Landlord’s and Tenant’s insurance policies, and in accordance with plans and
specifications approved by Landlord and any contractor or person selected by
Tenant to make the same and all subcontractors must first be approved in
writing at the time of installation by Landlord.  Upon the expiration or sooner termination of
the term herein provided, Tenant shall, at Tenant’s sole cost and expense,
forthwith and with all due diligence, remove any or all alterations, additions,
or improvements made by or for the account of Tenant which were designated by
Landlord at the time of installation in writing as alterations, additions or
improvements that must be removed by Tenant as of the expiration or earlier
termination of the Lease.  Otherwise,
Tenant shall have no obligation to remove any such alterations, additions or
improvements.  In addition,
notwithstanding anything herein to the contrary, in the event the Tenant is
permitted to remove an improvement within the Premises, or in the event the
permitted alteration to the Premises includes demolition, the Tenant shall not
be required to replace any such improvement or to construct any improvements
upon the termination of the Lease unless the Landlord required the same at the
time the Landlord granted its consent to such alterations.


 


 7.                                   TENANT REPAIR


 


(a)                                  By taking
possession of the Premises, Tenant accepts the Premises as being in the condition
in which Landlord is obligated to deliver them and otherwise in good order,
condition and repair.  Tenant shall, at
all times during the term hereof at Tenant’s sole cost and expense, keep the
interior, non-structural portions of the Premises and every part thereof
(including any Building elements or items exclusively serving the Premises),
excluding exterior windows and those Building systems serving the Building
generally, such as mechanical, electrical and plumbing systems, but including
any non-Building standard or above-Building standard alterations, additions or
improvements to the Premises or any Building system installed by or on behalf
of Tenant in good order, condition and repair, excepting ordinary wear and
tear, damage thereto by fire, earthquake, Act of God or the elements.  Tenant shall upon the expiration or sooner
termination of the term hereof, unless Landlord demands otherwise as in
Paragraph 6 hereof provided, surrender to Landlord the Premises in the same
condition as of the Commencement Date, ordinary wear and tear, damage by fire,
earthquake, Act of God, or the elements excepted; provided, however that Tenant
shall not be required to remove any alterations, additions or improvements
except as set forth in Section 6 above. 
It is hereby understood and agreed that Landlord has no obligation to
alter, remodel, improve, repair, decorate, or paint the Premises or any part
thereof and that no representations respecting the condition of the Premises or
the Building have been made by Landlord to Tenant, except as specifically
herein set forth.


 


(b)                                  Tenant shall pay
the cost of all necessary repairs resulting from all damage to the Building
including common areas, restrooms, hallways, elevators, or any other area,
fixture, or equipment of the Building caused by Tenant’s installation or
removal of its property or resulting from any negligence, act or conduct of
Tenant, its employees, contractors, agents, licensees or invitees.


 


(c)                                  All
maintenance or repairs made by Tenant shall be made in accordance with all
applicable laws, ordinances and regulations, and all requirements of Landlord’s
and Tenant’s insurance policies and any contractor or person selected by Tenant
to make the same, and all subcontractors must first be approved in writing by
Landlord if the cost of such work exceeds $10,000.00.  In any event, all repairs shall be equal in
quality and workmanship to the original work performed in the Premises.


 


8.                                      LIENS


 


Tenant
shall keep the Premises free from any liens arising out of any work performed,
material furnished, or obligations incurred by Tenant.  In the event that Tenant shall not, within
ten (10) days following Tenant’s actual knowledge or receipt of notice of the
imposition of any such lien, cause the same to be released of record by payment
or posting of a proper bond, Landlord shall have, in addition to all other
remedies provided herein and by law, the right, but not the obligation, 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 considered Additional Rent and shall be payable
to it by Tenant on demand and with interest at the rate of six percent (6%)
higher than the prime commercial lending rate from time to time of Wachovia
Bank of North Carolina; the interest rate so determined is hereinafter called
the “Agreed Interest Rate.”  Landlord
shall have the right at all times to post and keep posted on the Premises any
notices permitted or required by law, or which Landlord shall deem proper for
the protection of Landlord, the Premises, the Building, and any other party
having an interest therein, from mechanics’ and materialmens’ liens, and Tenant
shall give to Landlord at least five (5) business days prior written notice of
commencement of any construction on the Premises costing in excess of
$10,000.00..


 


9.                                      ASSIGNMENT AND SUBLETTING


 


(a)                                  Tenant
shall not sell, assign, encumber, or otherwise transfer by operation of law or
otherwise this Lease or any interest herein, sublet the Premises or any portion
thereof, or suffer any other person to occupy or use the Premises or any
portion thereof, without the prior written consent of Landlord as provided
herein, nor shall Tenant permit any lien to be placed on the Tenant’s interest
by operation of law.  Tenant shall, by
written notice, advise Landlord of its desire from and after a stated date
(which shall not be less than fifteen (15) days nor more than twenty-one (21)
days after the date of Tenant’s notice) to assign or sublet the Premises or any
portion for any part of the term hereof; and supply Landlord with such
information, financial statements, verifications and related materials as
Landlord may reasonably request or desire to evaluate the written request to
assign or sublet; and in such event Landlord shall have the right, to be
exercised by giving written notice to Tenant within ten (10) business days
after receipt of Tenant’s notice and all said information, financial
statements, verifications and related materials requested by Landlord, to
terminate this Lease as to the portion of the Premises described in Tenant’s
notice and such notice shall, if given, terminate this Lease with respect to
the portion of the Premises therein described as of the date stated in Tenant’s
notice.  In the event Landlord elects to
terminate the Lease pursuant to this Section 9, Tenant shall be permitted
to withdraw its notice to Landlord of its intent to assign the Lease or sublet
the Premises.  Said notice by Tenant
shall state the name and address of the proposed assignee or subtenant, and
Tenant shall deliver to Landlord a true and complete copy of the proposed
assignment or sublease with said notice. 
If said notice shall specify all of the Premises and Landlord shall give
said termination notice with respect


 


5





















 


thereto, this Lease shall
terminate on the date stated in Tenant’s notice.  If, however, this Lease shall terminate
pursuant to the foregoing with respect to less than all the Premises, the Rent,
as defined and reserved hereinabove and as adjusted pursuant to the Basic Lease
Information and Paragraph 27 hereof, shall be adjusted on a pro rata basis to
the number of square feet retained by Tenant, and this Lease as so amended
shall continue thereafter in full force and effect.  If Landlord, upon receiving said notice by
Tenant with respect to any of the Premises, shall not exercise its right to
terminate, Landlord will not unreasonably withhold its consent to Tenant’s
subletting or assignment of the Premises specified in said notice; provided,
however, Landlord will be deemed reasonable in withholding its consent to any
such request based on:  (i) the poor
financial condition of the proposed assignee, sublessee or transferee; (ii) the
fact that the use of the proposed assignee, sublessee or transferee is not in
keeping with the nature of the Building or may affect the marketability of the
Building; (iii) the fact that the use contemplated by the proposed assignee,
sublessee or transferee would violate an exclusive granted by Landlord to
another tenant of the Building or otherwise; or (iv) the fact that the proposed
assignee, sublessee or transferee is a governmental subdivision or agency or
any person or entity who enjoys diplomatic or sovereign immunity.  Tenant shall, at Tenant’s own cost and
expense, discharge in full any commissions which may be due and owing as a
result of any proposed assignment or subletting.  Tenant shall pay to Landlord immediately upon
receipt fifty percent (50%) of all rent or other consideration received by
Tenant from any such assignee or subtenant, either initially or over the term
of the assignment or sublease which is in excess of the rental obligation
required under the terms of this Lease for the Premises or portion thereof for
which consent is granted less any costs, brokerage commissions or other costs
actually incurred by Tenant in connection with such assignment or sublease. In
addition, Tenant also agrees to pay to Landlord, promptly after consent to any
assignment or sublease, (i) the amount of all attorneys’ fees and expenses
incurred by Landlord in connection with any assignment or subletting issues or
review of documentation relating thereto, and (ii) $500.00 as an administrative
fee for Landlord’s time and effort in connection with any assignment or
subletting issues.


 


(b)                                  Any
assignment or subletting hereunder by Tenant shall not result in Tenant’s being
released or discharged from any liability under this Lease.  As a condition to Landlord’s prior written
consent as provided for in this Paragraph 9, the subtenant or subtenants or
assignees shall agree in writing to comply with and be bound by all of the
terms, covenants, conditions, provisions, and agreements of this Lease, and
Tenant shall deliver to Landlord promptly after execution, an executed copy of
each assignment or sublease and an agreement of said compliance by each
assignee or subtenant.  If an Event of
Default, as hereinafter defined, should occur while the Premises or any part
thereof are then sublet, Landlord, in addition to any other remedies herein
provided or provided by law, may at its option collect directly from the
subtenant all rents and other sums becoming due to Tenant under the sublease
and apply the rent against any sums due to Landlord by Tenant hereunder, and
Tenant hereby authorizes and directs any such subtenant to make payments of
rent directly to Landlord upon receipt of notice from Landlord.  No direct collection by Landlord from any
subtenant will be construed to constitute a novation or a release of Tenant
from the further performance of its obligations hereunder.  Receipt by Landlord of rent from any
assignee, subtenant, or occupant of the Premises will not be deemed a waiver of
the covenants contained in this Lease or a release of Tenant under the
Lease.  The receipt by Landlord from any
subtenant obligated to make payments of rent will be a full and complete
release, discharge, and acquittance to the subtenant of its obligations to
Tenant to the extent of any such amount of rent so paid to Landlord.


 


(c)                                  Landlord’s
consent to any sale, assignment, encumbrance, subletting, occupation, lien, or
other transfer shall not release Tenant from any of Tenant’s obligations
hereunder or be deemed to be consent to any subsequent occurrence.  Any sale, assignment, encumbrance,
subletting, occupation, lien or other transfer of this Lease which does not
comply with the provisions of this Paragraph 9 shall be void.


 


(d)                                  Any
transfer of this Lease by merger, consolidation, or liquidation or any change
in ownership of or power to vote the majority of outstanding voting stock of
Tenant or, if Tenant is a partnership, any withdrawal, replacement or
substitution of any partner or partners, either general or limited, shall
constitute an assignment, whether the result of a single or series of
transactions, and shall be subject to Landlord’s approval under Paragraph 9
(a).


 


(e)                                  Notwithstanding
the foregoing to the contrary, but subject to compliance with all other
provisions of this Lease (including, but not limited to, the “use” provisions
hereof), Tenant may assign this Lease or sublet the Premises or any portion
thereof, without Landlord’s consent, to any partnership, corporation or other
entity which controls, is controlled by, or is under common control with Tenant
or Tenant’s parent (control being defined for such purposes as ownership of at
least 50% of the equity interests in, and the power to direct the management
of, the relevant entity) (with any such entity being referred to herein as an “Permitted
Affiliate”), provided that (i) Landlord receives thirty (30) days’ prior
written notice of such assignment or subletting, (ii) Tenant and any guarantor
are not dissolved as a matter of law as a consequence of the assignment or
subletting or at any time thereafter, (iii) the Permitted Affiliate remains an
affiliate meeting the definition of “Permitted Affiliate” above for the
duration of the subletting or the balance of the Term in the event of an
assignment, (iv) the Permitted Affiliate assumes  in writing (the form of which shall be
subject to Landlord’s approval) all of Tenant’s obligations under this Lease,
as amended from time to time, and the prior Tenant and any guarantor are not
released from any of their respective obligations or liabilities under this
Lease, as amended from time to time, or any guaranty delivered to Lender in
connection with this Lease, (v) Landlord receives a fully executed copy of the
assignment or sublease agreement between Tenant and Permitted Affiliate, and
(vi) the primary purpose of such assignment or sublet is for legitimate
business reasons unrelated to this Lease, and the assignment or sublet is not a
subterfuge by Tenant to avoid its obligations under this Lease or the
restrictions on assignment and subletting contained herein.  Any attempted assignment or subletting in
violation of the preceding sentence shall be voidable at Landlord’s option.


 


(f)                                    Notwithstanding
the foregoing to the contrary, but subject to compliance with all other
provisions of this Lease (including, but not limited to, the “use” provisions
hereof), Tenant may assign this Lease without Landlord’s consent, to any
partnership, corporation or other entity resulting from a merger or consolidation
with Tenant, or to any person or entity which acquires substantially all the
assets or stock of Tenant as a going concern, (any of the foregoing being, a “Permitted
Successor”), provided that (i) Landlord receives thirty (30) days’ prior written
notice of such assignment, (ii) the Permitted Successor’s net worth, as
reasonably determined by Landlord, is not less than Tenant’s net worth as of
the date immediately prior to the assignment (iii) the Permitted Successor (or
in the case of a newly formed entity, its management) has proven experience in
the operation of a first-class business of a


 


6





















 


type consistent with the
use of the Building as a first-class Building in the metropolitan Atlanta,
Georgia area,  (iv) the Permitted
Successor assumes in writing (the form of which shall be subject to Landlord’s
approval) all of Tenant’s obligations under this Lease, as amended from time to
time, and the prior Tenant and guarantor are not released from any of their
respective obligations or liabilities under this Lease, as amended from time to
time, or any guaranty delivered to Lender in connection with this Lease, (v)
Landlord receives a fully executed copy of the assignment between Tenant and
the Permitted Successor, and (vi) the primary purpose of such assignment is for
legitimate business reasons unrelated to this Lease, and the assignment is not
a subterfuge by Tenant to avoid its obligations under this Lease or the
restrictions on assignment contained herein. 
Any attempted assignment in violation of the preceding sentence shall be
voidable at Landlord’s option.


 


10.                               INSURANCE AND INDEMNIFICATION


 


(a)                                  Except
as otherwise expressly set forth in this Lease, Landlord shall not be liable to
Tenant and Tenant hereby waives all claims against Landlord and any of its
partners for any injury or damage to any person or property in or about the
Premises by or from any cause whatsoever, excepting Landlord’s negligence or
willful acts, and, without limiting the generality of the foregoing, whether
caused by water leakage of any character from the roof, walls, basement, or
other portion of the Premises or the Building, or caused by gas, fire, Acts of
God, discharge of sprinklers, excessive heat or cold, sewage, odors, noise,
bursting or leakage of pipes or plumbing fixtures, riot, strike, court order,
governmental body or authority, other tenants, or explosion of the Building or
the complex of which it may be a part or any part thereof.


 


(b)                                  Tenant shall hold
Landlord harmless from and defend Landlord against any and all claims or
liability from any injury or damage to any person or property whatsoever:  (i) occurring in, on, or about the Premises
or any part thereof unless such damage is caused by the negligence or willful
misconduct of Landlord, its agents, or employees, (ii) occurring in, on, or
about the Property (including without limitations, elevators, stairways,
passageways or hallways), when such injury or damage shall be caused in part or
in whole by the negligence or willful misconduct of Tenant, its agents,
servants, employees, or any other person entering the Premises with express or
implied invitation of Tenant, and (iii) against all costs, counsel fees,
expenses, and liabilities incurred in connection with any such claim or action
or proceeding brought thereon.  All
property in the Building or Premises belonging to Tenant, its agents,
employees, or invitees shall be there at the risk of Tenant.  Furthermore, in case any action or proceeding
be brought against Landlord by reason of any claims or liability, Tenant agrees
to defend such action or proceeding at Tenant’s sole expense by counsel
reasonably satisfactory to Landlord.  The
provisions of this Paragraph 10 shall survive the expiration or termination of
this Lease with respect to any claims or liability occurring prior to such
expiration or termination.


 


(c)                                  Landlord
does hereby indemnify and hold Tenant harmless against all claims for damaged
persons or property if caused by the (i) negligence or willful misconduct of
Landlord, its agents or employees and (ii) for on and against all costs,
counsel fees, expenses and liabilities incurred in connection with any such
claim or act or proceeding brought thereon.


 


(d)                                  Tenant agrees to
purchase at its own expense and to keep in force during the term of this Lease
the policies of insurance specified on Exhibit “H” attached to this Lease and
such commercially reasonable modifications to the same required by Landlord’s
mortgagee or otherwise required of other tenants in the Building or other
comparable Class A suburban office buildings located in the metropolitan
Atlanta, Georgia area.  The purchase of
such insurance shall not release Tenant of any legal obligations contained within
this Lease.


 


(e)                                  The indemnities
contained in this Paragraph 10 do not override the waivers contained in
Paragraph 11 below.


 


(f)                                    Landlord
shall maintain property damage insurance, with extended coverage and All Risk
endorsements, on the Building and the Property in an amount equal to not less
than 80% of the replacement value of the same. 
Landlord shall also maintain commercial general liability insurance in
commercially reasonable amounts consistent with that carried by other landlords
of similar Class “A” suburban office buildings located in the metropolitan
Atlanta area.


 


11.                               WAIVER OF SUBROGATION


 


Each
of Landlord and Tenant hereby releases the other from any and all liability or
responsibility to the other or anyone claiming through or under them by way of
subrogation or otherwise for any loss or damage to property caused by fire or
any other perils insured in policies of insurance covering such property, even
if such loss or damage shall have been caused by the fault or negligence of the
other party, or anyone for whom such party may be responsible, including any
other tenants or occupants of the remainder of the Building; provided, however,
that this release shall be applicable and in force and effect only to the
extent that such release shall be lawful at that time and in any event only
with respect to loss or damage occurring during such times as the releasor’s
policies shall contain a clause or endorsement to the effect that any such
release shall not adversely affect or impair said policies or prejudice the
right of the releasor to recover thereunder and then only to the extent of the
insurance proceeds payable under such policies. Each of Landlord and Tenant
agrees that it will require its insurance carriers to include in its policies
such a clause or endorsement.  Failure to
obtain such an endorsement shall not release the waiver contained in this Lease
and any deductible amounts shall be deemed amounts covered by insurance for
purposes of this Section 11.


 


12.                               LANDLORD
REPAIR, SERVICES AND UTILITIES


 


(a)                                  Landlord shall
keep and maintain the public and common areas of the Building and the Property,
including lobbies, stairs, elevators, corridors, and restrooms, the exterior
windows in the Building, the mechanical, plumbing, and electrical equipment
serving the Building (excluding those systems serving the Premises exclusively
and also excluding therefrom any non-Building standard or above Building
standard alterations, additions or improvements made to Building systems by or
on behalf of Tenant), the roof, and the structure itself, parking, access lanes
and landscaped areas in reasonably good order and condition except for damage
occasioned by the act of Tenant, which damage shall be repaired by Landlord at
Tenant’s expense, using standards comparable to other Class A suburban office
buildings located in the metropolitan Atlanta, Georgia area.


 


7





















 


(b)                                  Landlord agrees
to furnish to the Premises:


(1)                                  heating
and air conditioning required in Landlord’s judgment for the comfortable use
and occupancy of the Premises during normal business hours;


(2)                                  elevator
service to Tenant’s floor, which shall mean service either by nonattended
automatic elevators or elevators with attendants, or both, at the option of the
Landlord, with at least one elevator operating 24 hours day, seven days a week;


(3)                                  water
to the restrooms and drinking fountains and kitchens;


(4)                                  electric
current in reasonably sufficient amounts for normal business use, including
operation of building standard lighting and general office machines of a type
which require no more than a 110 volt duplex outlet; and


(5)                                  janitorial
services customarily furnished in comparable Class A office buildings in the
immediate market area described more fully on Exhibit “E”.


(6)                                  up
to 60 access cards for the existing card key system, and such additional cards
that Tenant may request at its sole cost and expense.


 


(c)                                  Provided the
Tenant shall not be in default hereunder and subject to the provisions
elsewhere herein contained, including the Rules and Regulations of the
Building, Landlord agrees that, with respect to the Premises, and only during
normal business hours or, at Landlord’s option, after normal business hours, it
will maintain and adjust at its expense:


(1)                                  All
building standard fluorescent lighting. 
All incandescent and nonstandard fluorescent lights shall be maintained
at Tenant’s expense;


(2)                                  All
temperature control devices and air diffusers; and


(3)                                  All
Tenant entry door hardware, including locks, hinges, and closers.


 


Notwithstanding Section 12(a)
above to the contrary, Landlord hereby agrees to provide to Tenant the labor to
perform routine repair and maintenance to any non-Building standard or
above-Building standard alterations, additions or improvements made to the
Building systems or the Premises, provided that Tenant, at its sole cost and
expense, supplies all necessary replacement parts and/or equipment required to
perform such maintenance and/or repair. 
Landlord hereby reserves the right to charge Tenant for its labor costs
in the event Tenant requests that Landlord performs any repair or maintenance
services that are above Building standard or would not typically be included as
a landlord obligations for other comparable Class A suburban office buildings,
in the metropolitan Atlanta, Georgia area.


 


(d)                                  For the purpose
of this Lease, normal business hours shall be from 8:00 a.m. to 6:00 p.m.
Monday through Friday and from 8:00 a.m. to 1:00 p.m. on Saturday, excluding
national holidays such as Christmas, Easter, July 4th, Memorial
Day, Thanksgiving Day and New Year’s Day.


 


(e)                                  Landlord may
provide additional or after hours heating or air conditioning at Tenant’s
request upon reasonable notice, and Tenant shall pay the building standard
charge for such services as determined from time to time by Landlord. (which
after hours charge is currently $30.00) and the charge to Tenant shall never
exceed the charge to the tenant occupying the largest square footage in the
Building  The obligation hereunder to make such
additional utilities available will be subject to the rules and regulations of
any municipal or any other governmental authority regulating the business of
providing such utility service.  Tenant
agrees to keep closed all window coverings, if any, when necessary because of
the sun’s position, and Tenant also agrees at all times to cooperate fully with
Landlord and to abide by all regulations and requirements which Landlord may
prescribe for the proper functioning and protection of said heating,
ventilating, and air conditioning system. 
Tenant will not, without the written consent of Landlord, use any heat
generating equipment, machines, or excess lighting in the Premises which affect
the amount of energy required to maintain the temperature otherwise maintained
by the heating, ventilating, and air conditioning system.  In the event of such consent, Landlord
reserves the right to install supplementary air conditioning equipment and the
cost thereof, including the ongoing cost of additional electricity, chilled
water (if available), and/or domestic water consumed as a result of the use of
such equipment, shall be paid by Tenant to Landlord upon demand.  The type, size, and location of such
supplemental air conditioning equipment shall be determined or approved by
Landlord.


 


(f)                                    Tenant will not,
without written consent of Landlord, use within the Premises or Building any
device or machine, in any number or combination thereof or for any number of
hours, which will in any way increase the amount of electricity or water
normally furnished for use of the Premises as general office space as defined
in Paragraph 12(b)(4).  If Tenant in
Landlord’s judgment shall require such additional water or electrical current,
Tenant shall first procure the consent of Landlord, which Landlord may refuse,
and Landlord may cause a special meter to be installed so as to measure such
additional domestic water, chilled water (if available), or electrical
current.  The cost of any such meters and
of installation, maintenance, and repair thereof shall be paid for by Tenant,
and Tenant agrees to pay Landlord or the utility company, as the case may be,
on demand, for the ongoing cost of consumption of such additional water or
electricity.  In the event that Landlord
is responsible for reading the meter and invoicing the Tenant, Landlord shall
be entitled to charge the Tenant the reasonable additional expenses for so
doing.


 


(g)                                 Except as set
forth in the last sentence of this Section 12(g) or within Section 19(d),
Landlord shall not be in default hereunder or be liable for any damage, loss or
expense directly or indirectly resulting from, nor shall the Rent herein
reserved be abated by reason of, the (i) installation, use, or interruption of
use of any equipment in connection with the furnishing of any of the foregoing
services or utilities, or (ii) failure to furnish or delay in furnishing any
such services or utilities when such failure is caused by Acts of God or the
elements, strikes, governmental orders, accidents, acts of terrorism, or other
conditions beyond the reasonable control of the Landlord or by the making of
repairs or improvements to the Premises or to the Building; provided, however
that Landlord shall use commercially reasonable efforts to repair or restore
any services so delayed or impaired. 
Notwithstanding the foregoing, if any of the services set forth in Section 12(b)
above to the Premises are interrupted, Tenant shall provide Landlord prompt
written notice.  If any of such essential
services to the Premises are interrupted and the restoration of such interrupted
service is within the reasonable control of Landlord, and the interruption
renders all or a material portion of the Premises untenantable for a period of
five (5) or more consecutive business days following Landlord’s receipt of the
notice from Tenant as aforesaid (the “Service Interruption Period”), with
Tenant actually


 


8





















 


discontinuing its
operations in all or any such material portion of the Premises for the Service
Interruption Period, the Rent due under this Lease shall be abated from the
expiration of the Service Interruption Period until the service is restored,
such abatement to be in proportion to the portion of the Premises that are so
rendered untenantable.


 


(h)                                 Notwithstanding
anything herein to the contrary, if Landlord’s entry into the Premises for any
purpose other than at the request or direction of Tenant or in connection with
a casualty or condemnation (which shall be governed by Sections 28 and 29
below), or if a failure of the Landlord to perform any of the obligations set
forth in Section 12(a) of this Lease renders all or a material portion of
the Premises untenantable for a period of five (5) or more consecutive business
days (the “Entry/Maintenance Interruption Period”), with Tenant actually
discontinuing its operations in all or any such material portion of the
Premises for the Entry/Maintenance Interruption Period, the Rent due under this
Lease shall be abated from the expiration of the Entry/Maintenance Interruption
Period until the Premises are again tenantable, such abatement to be in
proportion to the portion of the Premises that are so rendered untenantable.


 


(i)                                    It shall be
Tenant’s responsibility and expense to install, move, maintain, adjust, and
repair its property and fixtures, including but not limited to, its:  signage, pictures, bulletin boards, plaques,
furniture, filing cabinets, computer cables, computer equipment, business
machines, draperies, blinds, kitchen appliances, special water heaters, kitchen
cabinets, private restroom fixtures, special air conditioning or power
conditioning equipment, locks for furniture and filing cabinets, paging
systems, modular furniture components (including task lighting, flat wiring,
and power distribution cables), combination locks, specialty electrical
devices, exhaust fans, fire extinguishers, carpet squares, and/or other
furniture, fixtures, or equipment installed by Tenant, or which were supplied,
specified, or requested by Tenant and installed by Landlord.


 


(j)                                    Any sums payable
under this Paragraph shall be considered Additional Rent and Landlord shall
have the same remedies for a default in payment of such sums as for a default
in the payment of Rent.


 


(k)                                Tenant shall not
provide any janitorial services to the Premises without Landlord’s written
consent and then only subject to the terms and conditions of Landlord.


 


13.                               ESTOPPEL CERTIFICATE


 


Within
ten (10) days following any written request which Tenant or Landlord may make
from time to time, Tenant or Landlord shall execute and deliver to the other
party a certificate substantially in the form attached hereto as Exhibit “D”
and made a part hereof, indicating thereon any exceptions thereto which may
exist at that time.  Landlord and Tenant
intend that any statement delivered pursuant to this paragraph may be relied
upon by any mortgagee, beneficiary, purchaser, or prospective purchaser of the
Building or any interest therein.


 


14.                               HOLDING
OVER


 


Tenant
will, at the termination of this Lease by lapse of time or otherwise, yield up
immediate possession to Landlord.  If
Tenant retains possession of the Premises or any part thereof after such
termination or if any of Tenant’s property remains which Landlord has
previously requested be removed, then Landlord may, at its option, serve written
notice upon Tenant that such holding over constitutes any one of (i) creation
of a month to month tenancy, upon the terms and conditions set forth in this
Lease, or (ii) creation of a tenancy at sufferance, in any case upon the terms
and conditions set forth in this Lease; provided, however, that the monthly
rental [or daily rental under (iii)] shall, in addition to all other sums which
are to be paid by Tenant hereunder, whether or not as Additional Rent, be equal
to 150% the rental being paid monthly to Landlord under this Lease immediately
prior to such termination [prorated in the case of (iii) on the basis of a 365
day year for each day Tenant remains in possession].  If no such notice is served, then a tenancy
at sufferance shall be deemed to be created at the Rent in the preceding
sentence.  Tenant shall also pay to
Landlord all damages sustained by Landlord resulting from retention of
possession by Tenant, including the loss of any proposed subsequent tenant for
any portion of the Premises.  The
provisions of this paragraph shall not constitute a waiver by Landlord of any
right of entry as herein set forth; nor shall receipt of any Rent or any other
act in apparent affirmance of the tenancy operate as a waiver of the right to
terminate this Lease for a breach of any of the terms, covenants, or
obligations herein on Tenant’s part to be performed.


 


15.                               SUBORDINATION


 


Subject to the last
sentence of this Section 15, this Lease shall be subject and subordinate
at all times to: (a) all ground leases or underlying leases which may now exist
or hereafter be executed affecting the Building, the Property, or any part
thereof, and (b) the lien of any first mortgage or deed of trust which may now
exist or hereafter be executed in any amount for which said Building, land,
ground leases or underlying leases, or Landlord’s interest or estate in any of
said items is specified as security together with all renewals, modifications,
consolidations, participations, replacements, and extensions of any such first
mortgage or deed of trust. 
Notwithstanding the foregoing, Landlord or the holder of any first
mortgage or deed of trust (“Holder”) on the Building or the Property or any
part thereof shall have the right to subordinate or cause to be subordinated in
whole or in part any such ground leases or underlying leases or any such liens
to this Lease (but not in respect to priority of entitlement of insurance or
condemnation proceeds).  In the event
that any ground lease or underlying lease terminates for any reason or any
first mortgage or deed of trust is foreclosed or a conveyance in lieu of
foreclosure is made for any reason, Tenant shall, notwithstanding any
subordination, attorn to and become the Tenant of the successor in interest to
Landlord at the option of such successor in interest.  Tenant covenants and agrees to execute and
deliver, within 15 days of demand therefor by Landlord or the Holder and in the
form requested by Landlord or the Holder and reasonably approved by Tenant, any
additional documents evidencing the priority of subordination of this Lease
with respect to any such ground leases or underlying leases or the lien of any
such mortgage or deed of trust. 
Notwithstanding the foregoing to the contrary, (a)Tenant shall not be
required to subordinate or to execute any subordination document with any
Holder arising from and after the date of this Lease, unless, following Tenant’s
written request delivered to Landlord, the party seeking such subordination
executes a document which includes a commercially reasonable non-disturbance
agreement stating substantially that, so long as Tenant is not in Default under
this Lease,


 


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Tenant’s right to possession of the Premises shall not
be disturbed, (b) Tenant shall not be required to attorn to and become the
Tenant of any successor in interest to Landlord unless the party seeking such
attornment exectes a document which includes a commercially reasonable
non-disturbance agreement stating substantially that, so long as Tenant is not
in Default under this Lease, Tenant’s right to possession of the Premises shall
not be disturbed, and (c) within thirty (30) days of the execution of this
Lease, the Tenant shall receive a subordination, non-disturbance and attornment
agreement from State Farm Life Insurance Company (“State Farm”), Landlord’s
existing mortgagee, in substantially similar form as that attached hereto as
Exhibit “K” (the “SNDA”).  Tenant shall
have the right to negotiate the SNDA in good faith with State Farm for the
first thirty (30) days following execution of this Lease; provided, however,
that Tenant agrees to accept delivery of the SNDA executed by State Farm in the
form attached as Exhibit “K” as satisfaction of Tenant’s requirements to obtain
an SNDA from State Farm pursuant to this Section 15.  In the event the Tenant does not receive the
SNDA (in the form attached in Exhibit “K” or otherwise as negotiated by Tenant)
within this thirty (30) day period, the Tenant shall provide the Landlord
notice of the same, and in the event the Tenant has not received the SNDA
within thirty (30) days following delivery of this notice to the Landlord, the
Tenant shall have the right to terminate this Lease by providing written notice
to Landlord thereof within five (5) days following the expiration of such
second thirty (30) day period.  In the
event that Tenant fails to timely terminate this Lease in accordance with this Section 15
on or before the date which is ninety –five (95) days following execution of
this Lease, Tenant’s right to terminate the Lease in accordance with this Section 15
shall lapse and be of no further force and effect. The Landlord represents and
warrants that, to the best of Landlord’s knowledge and as of the date of this
Lease,  no mortgage, deed to secure debt,
deed of trust, security deed, or the like created by or on behalf of Landlord
encumbers the Property except for that certain deed to secure debt held by
State Farm.


 


16.                               RULES AND REGULATIONS


 


Tenant
shall faithfully observe and comply with the Rules and Regulations annexed to
this Lease as Exhibit “A” and all reasonable modifications thereof and
additions thereto from time to time put into effect by Landlord but Landlord
shall enforce the rules and regulations in a non-discriminatory manner, provided
such modification and additions do not materially increase Tenant’s obligations
or materially decrease Tenant’s rights under this Lease.  Landlord shall not be responsible for the
nonperformance by any other tenant or occupant of the Building of any said
Rules and Regulations provided such Rules and Regulations are uniformally
enforced.


 


17.                               ENTRY
BY LANDLORD


 


Landlord
reserves and shall at all times, following at least 24 hours advance notice
(unless in the case of an emergency in which case no prior notice shall be
required) have the right to enter the Premises to inspect the same to determine
if Tenant is complying with all terms and provisions of this Lease, to perform
Tenant’s obligations under this Lease in accordance with Paragraph 23 hereof,
to supply janitorial service and any other service to be provided by Landlord
to Tenant hereunder, to show said Premises to prospective purchasers,
mortgagees, or tenants, to post notices of nonresponsibility, and to alter,
improve, or repair the Premises and any portion of the Building of which the
Premises are a part or to which access is conveniently made through the
Premises, as required under this Lease without abatement of Rent (except as
otherwise set forth in Section 12(h)), and may for that purpose erect,
use, and maintain scaffolding, pipes, conduits, and other necessary structures
in and through the Premises where reasonably required by the character of the
work to be performed, provided that entrance to the Premises shall not be
blocked thereby, and further provided that the business of Tenant shall not be
interfered with unreasonably.  During any
entry into the Premises, Landlord shall use commercially reasonable efforts to
minimize interference with Tenant’s business, or the loss of occupancy or quiet
enjoyment of the Premises, or any other loss occasioned thereby.  For each of the aforesaid purposes, Tenant
agrees that its doors shall be keyed to Landlord’s building standard master
keying system and that Landlord shall at all times have and retain master or
pass keys with which to unlock all of the doors in, upon, and about 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 necessary or proper to open said doors in an
emergency, in order to obtain entry to any portion of the Premises, and any
entry to the Premises, or portions thereof obtained by Landlord by any of said
means, or otherwise, shall not under any circumstances be construed or deemed
to be a forcible or unlawful entry into, or a detainer of, the Premises, or an
eviction, actual or constructive, of Tenant from the Premises or any portions
thereof.  Landlord shall also have the
right at any time, without the same constituting an actual or constructive
eviction and without incurring any liability to Tenant therefor, to change the
arrangement and/or location of entrances or passageways, doors and doorways,
and corridors, elevators, stairs, toilets, or other public parts of the
Building; provided the same does not materially or adversely affect the
operation of Tenant’s business within the Premises.  Notwithstanding anything herein to the
contrary, Landlord shall not be permitted to show the Premises to a prospective
tenant of the Premises until the last 12 months of the term of this Lease and
only in the event that Tenant has not exercised its option to renew the Lease
as set forth in Special Stipulation Number 2 set forth on Exhibit “I” attached
hereto.


 


18.                               INSOLVENCY OR BANKRUPTCY


 


The
appointment of a receiver to take possession of all or substantially all of the
assets of Tenant, or an assignment of Tenant for the benefit of creditors, or
any action taken or suffered by Tenant under any insolvency, bankruptcy, or
reorganization act, shall at Landlord’s option constitute a breach of this
Lease by Tenant if the same is not released or otherwise cured by Tenant within
30 days notice of same.  Upon the
happening of any such event or at any time thereafter (following notice and
Tenant’s opportunity to cure), this Lease shall terminate thirty (30) days
after written notice of termination from Landlord to Tenant.  In no event shall this Lease be assigned or
assignable by operation of law or by voluntary or involuntary bankruptcy
proceedings or otherwise and in no event shall this Lease or any rights or
privileges hereunder be an asset of Tenant under any bankruptcy, insolvency, or
reorganization proceedings.


 


19.                               DEFAULT


 


(a)                                  The following
events shall be deemed to be events of default (“Event of Default”) by Tenant
under this Lease:


 


(1)                                  Tenant
shall fail to pay when or before due any sum of money becoming due to be paid
to Landlord hereunder, whether such sum be any installment of the Rent herein
reserved, any other amount treated as Additional Rent hereunder, or any other
payment or reimbursement to Landlord required herein, whether or not treated as
Additional Rent hereunder, and such failure shall continue for a period of five
(5) days following written notice from Landlord that


 


10





















 


same
was not received when due; provided, however, that in no event shall Landlord
be required to send notice to Tenant of late Rent or other charges more than
two (2) times during any twelve (12) month period during the Term; or


 


(2)                                  Tenant
shall fail to comply with any term, provision, or covenant of this Lease other
than by failing to pay when or before due any sum of money becoming due to
Landlord hereunder, and shall not cure such failure within twenty (20) days
(forthwith, if the default involves a hazardous condition) after written notice
thereof to Tenant, provided, however, that if such Event of Default cannot
reasonably be cured within this 20 day period, Tenant shall have such longer
period of time as may be reasonably necessary under the circumstances provided
that Tenant diligently commences the cure and prosecutes the cure to
completion; or


 


(3)                                  Intentionally
omitted; or


 


(4)                                  Tenant
shall fail to vacate the Premises within forty-five days of the termination of
this Lease, by lapse of time or otherwise, or upon termination of Tenant’s
right to possession only (provided, however, that for any period following the
expiration or termination of this Lease or termination of Tenant’s right to
possession of the Premises, the provisions of Section 14 shall apply); or


 


(4)                                  The
leasehold interest of Tenant shall be levied upon under execution or be
attached by process of law or Tenant shall fail to contest diligently the
validity of any lien or claimed lien and give sufficient security to Landlord
to insure payment thereof or shall fail to satisfy any judgment rendered
thereon and have the same released, and such default shall continue for ten
(10) days after written notice thereof to Tenant, provided, however, that if
such Event of Default cannot reasonably be cured within this 10 day period,
Tenant shall have such longer period of time as may be reasonably necessary
under the circumstances provided that Tenant diligently commences the cure and
prosecutes the cure to completion; or


 


(5)                                  Intentionally
omitted; or


 


(6)                                  Default
by the Guarantor of this Lease of the terms of its Guaranty, or the bankruptcy
or insolvency of the Guarantor.


 


(b)                                 Upon
the occurrence of any Event of Default described in this Paragraph or elsewhere
in this Lease, Landlord shall have the option to pursue any one or more of the
following remedies without any notice or demand whatsoever:


 


(1)                                  Landlord
may, at its election, terminate this Lease or terminate Tenant’s right to
possession only, without terminating the Lease;


 


(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 with or without process of law 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 within the Premises and to remove any and all property
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 hereby waiving any right to claim damage for such
re-entry and expulsion, and without relinquishing Landlord’s right to rent or
any other right given to Landlord hereunder or by operation of law;


 


(3)                                  Upon
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 hereunder, and other sums due and payable by Tenant
on the date of termination, plus the sum of: 
(i) an amount equal to the then present value of the entire amount of
the Rent calculated using a discount rate equal to the average published Prime
Rate plus six percent (6%) as of the date of termination of this Lease,
including any amounts treated as Additional Rent hereunder, and other sums
provided herein to be paid by Tenant for the residue of the stated term hereof,
less the fair rental value of the Premises for such residue (taking into account
the time and expense necessary to obtain a replacement tenant or tenants,
including expenses hereinafter described in Paragraph 19(b)(4) relating to
recovery of the Premises, preparation for reletting and for reletting itself),
and (ii) the cost of curing any existing defaults under the Lease.


 


(4)                                  (i)
Upon any termination of Tenant’s right to possession only without termination
of the Lease, Landlord may, at Landlord’s option, enter into the Premises,
remove Tenant’s signs and other evidences of tenancy, and take and hold
possession thereof as provided in Paragraph 19(b)(2) above, without such entry
and possession terminating the Lease or releasing Tenant, in whole or in part,
from any obligation, including Tenant’s obligation to pay the Rent, including any
amounts treated as Additional Rent, hereunder for the full term.  In any such case, Tenant shall pay forthwith
to Landlord, a sum as determined by Section 19(b)(3) above;


 


(ii) Subject to Section 19(b)(7) below, Landlord
may, but need not, relet the Premises or any part thereof for such Rent and
upon such terms as Landlord in its sole discretion shall determine (including
the right to relet the Premises for a greater or lesser term than that
remaining under this Lease, the right to relet the Premises as a part of a
larger area, and the right to change the character or use made of the Premises)
and Landlord shall not be required to accept any tenant offered by Tenant or to
observe any instructions given by Tenant about such reletting.  In any such cases, Landlord may make all
necessary or reasonable repairs and alterations (including, removal of certain
alterations, improvements or additions) in or to the Premises to return the
Premises to the condition required at the expiration of the


 


11





















 


Lease
pursuant to the terms hereof, and Tenant shall, upon demand, pay the cost
thereof, together with Landlord’s expenses of reletting including, without
limitation, any broker’s commission incurred by Landlord.  If the consideration collected by Landlord
upon any such reletting plus any sums previously collected from Tenant are not
sufficient to pay the full amount of all Rent, including any amounts treated as
Additional Rent hereunder and other sums reserved in this Lease for the
remaining term hereof, together with the costs of any repairs, alterations, and
Landlord’s expenses of reletting and the collection of the Rent accruing
therefrom (including attorney’s fees and broker’s commissions,) Tenant shall
pay to Landlord the amount of such deficiency as and when the same becomes due,
upon demand, and Tenant agrees that Landlord may file suit to recover any sums
failing due under this section from time to time;


 


(5)                                  Landlord
may, at Landlord’s option, enter into and upon the Premises, in accordance with
all applicable Laws, 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 hereunder 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
resulting therefrom, and Tenant agrees to reimburse Landlord, as and when the
same becomes due, on demand, as Additional Rent, for any expenses which
Landlord may incur in thus effecting compliance with Tenant’s obligations under
this Lease;


 


(6)                                  Any
and all property which may be removed from the Premises by Landlord pursuant to
the authority of the Lease or by law, to which Tenant is or may be entitled,
may be handled, removed, and stored, as the case may be, by or at the direction
of Landlord 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.


 


(7)                                  Solely
in connection with Landlord’s exercise of the remedies provided at Section 19(b)(4)(ii)
above, Landlord hereby agrees to use commercially reasonable efforts to relet
the Premises in mitigation of its damages but Landlord shall be entitled to
give an absolute preference to any other vacant or available space in the
Building or Landlord’s other properties located within the same market area as
the Building before attempting to relet the Premises.


 


(c)                                  Pursuit of any of
the foregoing remedies shall not preclude pursuit of any of the other remedies
herein provided or any other remedies provided by law (all such remedies being
cumulative,) nor shall pursuit of any remedy herein provided constitute a
forfeiture or waiver of any Rent due to Landlord hereunder or any damages
accruing to Landlord by reason of the violation of any of the terms,
provisions, and covenants herein contained. 
No act or thing done by Landlord or its agents during the term hereby
granted 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 the Premises shall be valid unless in writing signed by
Landlord.  Landlord’s acceptance of the
payment of rental or other payments hereunder 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 herein
provided upon an Event of Default shall not be deemed or 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.


 


(d)                                  Landlord
Default.


 


(1)                                  If
Landlord fails to observe or perform any term or covenant required to be
observed or performed by it under this Lease which failure materially,
adversely affects Tenant’s use and occupancy of or access to the Premises, and
Landlord does not cure such failure within thirty (30) days (or within a
reasonable time thereafter if necessary under the circumstances so long as
Landlord is diligent in its prosecution of the cure of such failure) after
receipt of written notice from Tenant specifying such failure and requesting
that it be remedied, then, subject to the provisions of Section 39 of the
Lease, Tenant shall be entitled, at its election, to exercise concurrently or
successively, any one or more of the rights available in law or equity under
the laws of the United States or the State of Georgia.  Notwithstanding the foregoing to the
contrary, Tenant shall have no right, and hereby expressly waives any right to,
perform any work on behalf of Landlord or otherwise exercise “self help” and
any right to deduct or withhold any amounts from any rentals due
hereunder.  Tenant acknowledges and
agrees that all of its covenants and obligations contained herein are
independent of Landlord’s covenants and obligations contained herein.  Tenant shall neither be relieved from the
performance of any of its covenants and obligations (including, without
limitation, the obligation to pay Rent) nor entitled to terminate this Lease,
due to a breach or default by Landlord of any of its obligations covenants or
obligations, unless expressly permitted to the contrary by the terms of this
Lease.


 


(2)                                  If
(i) Tenant provides prior written notice (the “First Notice”) to Landlord of
its failure to comply with any term, provision, or covenant of this Lease, (ii)
Landlord is, in fact, required to comply with any such term, provision or
covenant of this Lease and the ability to comply with such term, provision or
covenant is within the reasonable control of Landlord (“Required Obligation”),(iii)
Landlord fails to commence such action within a reasonable period of time,
given the circumstances, after the receipt of the First Notice, but in any
event not later than thirty (30) days after receipt of the First Notice, and
thereafter diligently pursues the Required Obligation to completion as soon as
reasonably possible, then Tenant shall have the right to terminate the Lease
after delivery of an additional thirty (30)


 


12





















 


day
notice (the “Second Notice”) to Landlord and any Holder for which Landlord has
given Tenant an address for notices or for which Tenant has entered into a
subordination, non-disturbance and attornment agreement (the “Landlord’s
Mortgagee”) (such Second Notice given not earlier than the expiration of the
first aforesaid thirty (30) day period) specifying that (x) the first thirty
(30) day period has expired, (y) the specific Required Action and (z) that
Tenant intends to terminate the Lease in the event Landlord fails to take such
action; provided, however, if Tenant reasonably anticipates that a dispute will
result under this Section 19(d), Tenant may submit the anticipated dispute
to arbitration pursuant to Exhibit “J” attached hereto by written notice given
not earlier than ten (10) days after Tenant’s delivery of the First
Notice.  Tenant shall not be entitled to
terminate the Lease in accordance with this Section 19(d) unless Landlord’s
failure to perform the Required Action directly, materially and adversely
affects Tenant’s use of or access to the Premises, rendering all, or
substantially all of the Premises untenantable and Tenant actually discontinues
its business operations within the entire Premises or substantially all of the
Premises from and after delivery of the First Notice.


 


If (i)
Landlord reasonably believes that the requested maintenance and/or repair and/or
service is not required because it is not a Required Obligation pursuant to the
terms of the Lease, or (ii) Landlord is already performing the Required
Obligation or other action Landlord reasonably believes appropriate in the
circumstances in accordance with its obligations under the Lease, or (iii)
Landlord does not reasonably believe that the failure to perform such Required
Obligation results in a direct, material and adverse effect on Tenant’s use or
access of the Premises rendering all, or substantially all of the Premises
untenantable, then Landlord shall have the option within the thirty (30) day
period after receipt of the Second Notice to submit the dispute to arbitration
pursuant to Exhibit “J’ attached hereto or commence the requested repair and/or
maintenance obligations and/or service and diligently pursue such action to
completion as soon as reasonably possible. 
If such repair and/or maintenance obligations and/or service restoration
is a Required Obligation and is not undertaken by Landlord within such second
thirty (30) day notice period and Landlord has not submitted the dispute to
arbitration in accordance with Exhibit “J” attached hereto, then Tenant shall
have the right to terminate this Lease by delivering written notice to Landlord
and any Landlord’s Mortgagee of such termination, and this Lease shall
terminate on the date which is five (5) days following the date of delivery of
such notice to both parties and Landlord and Tenant shall have no further
rights or obligations to the other accruing under the Lease after such
termination date.


 


 20.                            DAMAGE BY FIRE, ETC.


 


(a)                                  If the Building,
improvements, or Premises are rendered partially or wholly untenantable by fire
or other casualty, and if such damage cannot, in Landlord’s reasonable
estimation, be materially restored within one hundred twenty (120) days of such
damage, then either may terminate this Lease as of the date of such fire or
casualty.  Landlord shall exercise its
option provided herein by written notice to Tenant within sixty (60) days of
such fire or other casualty and Tenant shall exercise its option by providing
Landlord written notice within thirty (30) days of receipt of notice from
Landlord that the repairs cannot be completed within one hundred twenty (120)
days of the date of such casualty.  For
purposes hereof, the Building, improvements, 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
then being used. Notwithstanding
the foregoing to the contrary, if a casualty of the type described above first
occurs during the final twelve (12) months of the Term (which is calculated
based on the expiration of the then current Term without regard to any
unexercised options to extend), then Tenant may, at its option, elect to
terminate this Lease upon written notice to Landlord within thirty (30) days
after the casualty, whereupon the balance of the Term shall automatically
expire on the fifth day after the notice is delivered and Landlord shall have
no restoration obligations pursuant to this Section 20.  In the event Tenant fails to properly and
timely deliver such notice of termination, Tenant shall be deemed to have
waived such right to terminate.


 


(b)                                  If this Lease is
not terminated pursuant to Paragraph 20(a), then Landlord shall proceed with
all due diligence to repair and restore the Building, at Landlord’s cost, or
the improvements or Premises at Tenant’s cost, as the case may be.  During the time period of any repair,
Landlord shall use commercially reasonable efforts to provide the Tenant with
temporary space from which to operate during such repair period, provided,
however, Landlord is in no way obligated to provide Tenant with such temporary
space if same is not readily available.


 


(c)                                  If this Lease
shall be terminated pursuant to this Paragraph 20(a), the term of this Lease
shall end on the date of such damage as if that date had been originally fixed
in this Lease for the expiration of the term hereof.  If this Lease shall not be terminated
pursuant to this Paragraph 20(a) and in the event that Landlord should fail to
complete such repairs and material restoration within one hundred fifty (150)
days after the date of such damage, Tenant may, at its option and as its sole
remedy, terminate this Lease by delivering written notice to Landlord,
whereupon the Lease shall end on the date of such notice as if the date of such
notice were the date originally fixed in this Lease for the expiration of the
term hereof; 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,
governmental 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.


 


(d)                                  Tenant agrees
that during any period of restoration or repair of the Premises, Tenant shall
continue the operation of Tenant’s business within the Premises to the extent
practicable.  During the period from the
date of the damage until the date that the untenantable portion of the Premises
is materially restored, the Rent shall be abated to the extent of the
proportion of the Premises which is untenantable.


 


(e)                                  In no event shall
Landlord be required to rebuild, repair or replace any part of the partitions,
fixtures, additions and other improvements which may have been placed in or
about the Premises by Tenant after the Commencement Date, however Landlord has
the


 


13





















 


right but not the
obligation to rebuild, repair, or replace at Tenant’s expense so much of the
partitions, fixtures, additions and other improvements as may be necessary to
ensure that the Premises are materially restored.  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 except that Landlord’s insurance may be subject to control by (i) the
holder or holders of any indebtedness secured by a mortgage or deed of trust
covering any interest of Landlord in the Premises, the Building, or the
Property, and/or (ii) the ground lessor of the Property.


 


(f)                                    Notwithstanding
anything herein to the contrary, in the event the holder of any indebtedness
secured by a mortgage or deed of trust covering the Premises, Building, or
Property requires that any insurance proceeds be paid to it, then Landlord
shall have the right to terminate the Lease by delivering written notice of
termination to Tenant within fifteen (15) days after such requirement is made
by any such person, whereupon the 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.  Landlord shall
use commercially reasonable efforts to determine whether such requirement shall
apply within 60 days following the date of the casualty.


 


(g)                                 In the event of
any damage or destruction to the Building or the Premises by any peril covered
by the provisions of this Paragraph 20, Tenant shall, upon notice from
Landlord, remove forthwith, at its sole cost and expense, all or such portion
of the property belonging to the Tenant or its licensees from all of the
Building or the Premises, or such portion, as Landlord shall request.  Tenant hereby acknowledges and agrees that
Landlord shall not be liable for any loss, liability, costs, and expenses,
including attorney’s fees, arising out of any claim or damage or injury as a
result of any alleged failure to secure the Premises properly prior to such
removal and/or during such removal, except for any claim, damage or injury
caused by Landlord’s negligence or willful misconduct.


 


21.                               CONDEMNATION


 


(a)                                  If
any substantial part of the Building, improvements, or Premises should be taken
for any public or quasi-public use under governmental law, ordinance, or
regulation, or by right of eminent domain, or by private purchase in lieu
thereof and the taking would prevent or materially interfere with Tenant’s then
existing permitted use of the Premises, this Lease shall terminate effective
when the physical taking shall occur in the same manner as if the date of such
taking were the date originally fixed in this Lease for the expiration of the
term hereof; provided, however, Tenant shall have a reasonable time to vacate
the Premises following notice of such taking or the proposed effective date of
such taking.


 


(b)                                  If part of the
Building, improvements, or Premises shall be taken for any public or
quasi-public use under any governmental law, ordinance or regulation, or by
right of eminent domain, or by private purchase in lieu thereof, and this Lease
is not terminated as provided in Paragraph 21 (a), this Lease shall not
terminate but the Rent payable hereunder during the unexpired portion of this
Lease shall be reduced to such extent, if any, as may be fair and reasonable
under all of the circumstances, and Landlord shall undertake to restore the
Building, improvements, and Premises to a complete architectural unit and in a
condition suitable for Tenant’s use, as near to the condition thereof prior to
such taking as is reasonably feasible under all circumstances.


 


(c)                                  Tenant shall not
share in any condemnation award or payment in lieu thereof or in any award for
damages resulting from any grade change of adjacent streets, the same being
hereby assigned to Landlord by Tenant; provided, however, that Tenant may
separately claim and receive from the condemning authority, if legally payable,
compensation for Tenant’s removal and relocation costs and for Tenant’s loss of
business and/or business interruption, except that no such claim shall diminish
or otherwise adversely affect Landlord’s award or the awards of any and all
ground and underlying lessors and mortgagees (including deed of trust
beneficiaries).


 


(d)                                  Notwithstanding
anything to the contrary contained in this Paragraph 21, if the temporary use
or occupancy of any part of the Premises shall be taken or appropriated under
power of eminent domain during the term of this Lease, this Lease shall be and
remain unaffected by such taking or appropriation and Tenant shall receive an
abatement for Rent payable hereunder by Tenant during the term of this Lease
during the period for which Tenant is not able to conduct its business
operation within the Premises, in proportion to the amount of the Premises so
taken or appropriated; in the event of any such temporary appropriation or
taking, Tenant shall be entitled to receive that portion of any award which
represents compensation for the use of or occupancy of the Premises during the
term of this Lease, and Landlord shall be entitled to receive that portion of
any award which represents the cost of restoration of the Premises and the use
and occupancy of the Premises after the end of the term of this Lease.


 


22.                               SALE
BY LANDLORD


 


The
covenants and obligations of Landlord hereunder shall be binding upon the
Landlord named herein and its successors and assigns, only with respect to
their respective periods of time as Landlord hereunder.  In the event of a sale or conveyance by
Landlord of the Building, the same shall operate to release Landlord from any
liability for a failure to perform thereafter upon any of the covenants or
conditions, express or implied, herein contained in favor of Tenant, and in
such event Tenant agrees to look solely to the successor in interest of Landlord
in and to this Lease.  Tenant agrees to
attorn to the purchaser or assignee in any such sale provided such purchaser or
assignee agrees to assume Landlord’s obligations under this Lease


 


23.                               RIGHT OF LANDLORD TO PERFORM


 


All
covenants and agreements to be performed by the Tenant under any of the terms
of this Lease shall be performed by Tenant at Tenant’s sole cost and expense
and without any abatement of Rent.  If
the Tenant shall fail to pay any sum of money, other than Rent, required to be
paid by it hereunder or shall fail to perform any other act on its part to be
performed hereunder, and such failure shall continue past the time periods
proscribed in Section 19(a) herein, the Landlord may, but shall not be
obligated so to do, and without waiving or releasing the Tenant from any
obligations of the Tenant, make any such payment or perform any such act on the
Tenant’s part to be made or performed as in this Lease provided.  All sums so paid by the Landlord and all
necessary incidental costs, together with interest thereon at the Agreed
Interest Rate as defined in Paragraph 8 hereof from the date of such payments
by the Landlord, shall be payable as Additional Rent to the Landlord within ten
(10) days of demand therefor, and the Tenant covenants to pay any such sums,
and the Landlord shall have, in addition to any other right or remedy of the
Landlord, the same rights and remedies in the event of nonpayment thereof by
the Tenant as in the case of default by the Tenant in the payment of the Rent.


 


14





















 


24.                               SURRENDER OF PREMISES


 


(a)                                  Tenant shall, at
least one hundred twenty (120) days before the last day of the term hereof,
give to Landlord a written notice of intention to surrender the Premises on
that date, but nothing contained herein or in the failure of Tenant to give
such notice shall be construed as an extension of the term hereof or as consent
of Landlord to any holding over by Tenant.


 


(b)                                  At the end of the
term or any renewal thereof or other sooner termination of this Lease, the
Tenant will peaceably deliver up to the Landlord possession of the Premises,
together with all improvements or additions upon or belonging to the same, by
whomsoever made, in the same condition as received, or first installed, reasonable
wear and tear, damage by fire, earthquake, Act of God, or the elements alone
excepted.  Tenant may, upon the
termination of this Lease, remove all movable furniture and equipment belonging
to Tenant, at Tenant’s sole cost, repairing any damage caused by such
removal.  Property not so removed shall
be deemed abandoned by the Tenant, and title to the same shall thereupon pass
to Landlord.  Upon request by Landlord,
unless otherwise agreed to in writing by Landlord, Tenant shall remove, at
Tenant’s sole cost, any improvements or additions to the Premises installed by
or at the expense of Tenant, which Landlord requires removal in accordance with
Section 6 hereof, and all movable furniture and equipment belonging to
Tenant which may be left by Tenant and repair any damage resulting from such
removal.


 


(c)                                  The voluntary or
other surrender of this Lease by Tenant, or a mutual cancellation thereof,
shall not work a merger, and shall, at the option of the Landlord, either
terminate all or any existing subleases or subtenancies, or operate as an
assignment to Landlord of any or all such subleases or subtenancies.


 


25.                               WAIVER


 


If
either Landlord or Tenant waives the performance of any term, covenant, or
condition contained in this Lease, such waiver shall not be deemed to be a
waiver of any subsequent break or nonperformance of the same or any other term,
covenant, or condition contained herein. 
Furthermore, the acceptance of Rent by Landlord shall not constitute a
waiver of any preceding breach by Tenant of any term, covenant or condition of
this Lease, regardless of Landlord’s knowledge of such preceding breach at the
time Landlord accepted such Rent. 
Failure by Landlord to enforce any of the terms, covenants, or
conditions of this Lease for any length of time shall not be deemed to waive or
to decrease the right of Landlord to insist thereafter upon strict performance
by Tenant.  Waiver by Landlord of any
term, covenant, or condition contained in this Lease may only be made by a
written document signed by Landlord.


 


26.                               NOTICES


 


All
notices and demands which may or are required to be given by either party to
the other hereunder shall be in writing and shall be deemed given when
delivered or when mailed as required below or when delivery is refused.  All notices and demands by the Landlord to
the Tenant shall be either delivered to the addresses set forth in the Basic
Lease Information or sent by a commercial interstate courier service offering
proof of delivery or by United States Certified or Registered mail, postage and
fees prepaid, addressed to the Tenant at the addresses set forth in the Basic
Lease Information, or to such other place as the Tenant may from time to time
designate in a notice to the Landlord. 
All notices and demands by the Tenant to the Landlord shall be sent by
United States Certified or Registered mail, postage prepaid, or reputable
overnight delivery service addressed to the Landlord at each of the addresses
specified in the Basic Lease Information, or to such other firm or to such other
place as Landlord may from time to time designate in a notice to the
Tenant.  If requested by Landlord, Tenant
shall send copies of any notices and demands by Tenant to the holder or holders
of any mortgage or deed of trust on the Property or any part thereof.


 


27.                               RENTAL ADJUSTMENT


 


(a)                                  The
initial Expense Stop Rent is  $7.00 per rentable
square foot per year, or Fifteen Thousand Three Hundred Thirty-two and
91/100ths Dollars  ($15,332.91)
per month as set forth in the Basic Lease Information on Page 1 of the
Lease.  Said Expense Stop Rent shall be
subject to adjustment on the first day of each January after the
Commencement Date (the “Rental Adjustment Date”) in the manner set forth below.


 


(b)                                  Rental
Adjustment; Operating Cost Increases. 
In addition to the payment of Net Rent and Expense Stop Rent, and all
other charges provided for in this Lease, Tenant shall pay its Pro Rata Share
of any increase in the total annual Operating Costs of the Building as
hereinafter defined:


 


Definitions


 


(i)                                     Expense
Stop:  The Expense Stop, for purpose of
this Paragraph 27 is $7.00  per square
foot of rentable area of the Premises. 
The Expense Stop is based upon Landlord’s reasonable best estimates of
the Operating Costs for a fully assessed and ninety-five percent (95%) occupied
building.


 


(ii)                                  Comparison
Year:  Each calendar year during the term
of this Lease.


 


(iii)                               Operating
Costs:  All expenses incurred by Landlord
as reasonably determined by Landlord to be necessary or appropriate for the
operation, maintenance, and repair of the Building, the personal property used
in conjunction therewith, the land upon which the Building is situated, and the
parking facility situated on the land. 
Operating Costs shall include, but are not limited to, all expenses
incurred by Landlord for heating, cooling, electricity, water, gas, sewers,
refuse collection, telephone services not chargeable to tenants, and similar
utility services not chargeable to Tenants; the cost of supplies, janitorial
and cleaning, security services, landscaping maintenance and replacements,
window washing, insurance, management fees not in excess of such fees charged
in comparable Class A suburban office buildings located in the metropolitan
Atlanta, Georgia area, services of independent contractors performing duties
necessary to the operation of the Building, personal property taxes relating to
improvements, fixtures, furniture or equipment, or other items owned by
Landlord and used in connection with the Building, and real property taxes, the
Building’s prorata share of assessments made by the Preston Ridge Associates, Inc.
(or any other organization


 


15





















 


designated
with similar authority),  the costs,
including interest, amortized over its useful life of any capital improvement
made to the Building by or on behalf of Landlord after the date of this Lease
which is required by a Law that was not applicable to the Building as of the
date of this Lease, and of the acquisition and installation of any device or
equipment designed to improve the operating efficiency of any system within the
Building or which is required to improve the safety of the Building, ,  the cost of compensation (including
employment taxes and fringe benefits) of all persons who perform duties in connection
with the Building, including the Building Manager (which costs shall be
prorated to the extent that any such employee shares time on the Building or
any other properties), and any other expense or charge which, when determined
in accordance with accepted principles of sound management and accounting
practices applicable to first-class office building complexes and consistently
applied, would be considered an expense of maintaining, operating, or repairing
the Building and the land upon which it is situated.


 


Operating Costs shall not include the following items:


 


Advertising
and promotional expenditures, leasing commissions, finders’ fees, brokerage
fees and similar fees, and costs incurred with the negotiation or enforcement
of leases (but not management fees); rent under any ground leases; costs of
furnishing services to other tenants or occupants to the extent that such
services are materially in excess of services Landlord offers to all tenants at
Landlord’s expense; lease takeover costs incurred by Landlord in connection
with new leases at the Property; costs and expenses of the sale of all or any
portion of the Property; amounts actually received by Landlord through the
proceeds of insurance to the extent the proceeds are compensation for expenses
which were previously included in operating expenses; costs incurred by
Landlord with respect to repairs, goods, and services (including utilities sold
and supplied to tenants and occupants of the Property) to the extent that
Landlord is reimbursed for such costs or provides the same selectively to one
or more tenants; costs incurred by Landlord due to the violation by Landlord of
the terms and conditions of any lease of space in the Property any loan
document, ground leases or Laws in effect as of the date of this Lease;
interest, points and fees on debt or amortization or for any mortgage or
mortgages encumbering the Property, or any part thereof, and all principal,
escrow deposits and other sums paid on or in respect to any indebtedness
(whether or not secured by a mortgage lien) and on any equity participations of
any lender or lessor, and all costs incurred in connection with any financing,
refinancing or syndication of the Property, or any part thereof; depreciation
and, except as otherwise expressly provided for above, amortization; the costs
of the original construction of the Property and the improvements or any
addition or expansion thereof (as opposed to regular maintenance and repair of
the Property and the improvements); income, franchise, transfer, inheritance,
capital stock, estate, profit, gift, gross receipts or succession taxes;
salaries, fringe benefits and other compensation for personnel not directly
involved in the operation or management of the Building; costs and expenses of
the sale of all or a portion of the Property; costs of performing tenant
installations (including permit, license and inspection fees) for any
individual tenant or for performing work or furnishing services to or for
individual tenants at such tenant’s expense and any other contribution by
Landlord to the cost of tenant improvements and any costs or expenses incurred
in the procurement of tenants for the Building; rentals and other related
expenses incurred in leasing air-conditioning systems, elevators or other equipment
ordinarily considered to be of a capital nature except for customary office
equipment; costs incurred by Landlord in discharging its obligations under the
Lease which are to be discharged at Landlord’s sole cost and expense; except as
expressly provided for above, structural repairs and replacements or repairs
and replacements of a capital nature; any costs, fines, or penalties incurred
because Landlord violated any Law in effect prior to the date of this Lease (as
opposed to the cost of complying with any Law which becomes effective from and
after the date of this Lease); costs incurred to test, survey, clean up,
contain, abate, remove, or otherwise remedy hazardous wastes or
asbestos-containing materials from the Property unless the wastes or asbestos-containing
materials were in or on the Property because of Tenant’s negligence or
intentional acts or unless such tests or other remedies are required by
Landlord’s mortgagee; costs incurred in operation of any private club, now or
in the future, located within the office park and expenses incurred by the
Landlord, if any, in connection with operation, cleaning, repair, safety,
management security, maintenance or other services of any kind provided in any
portions of the Buildings which are leased or designed to be used for retail,
garage or storage purposes [except if and to the extent the tenant of such
retail, garage or storage space pays its pro rata share of Operating Costs (or
like reimbursement method)]; costs incurred for repairs or maintenance that are
actually reimbursed by warranties or guarantees or the exercise of eminent
domain (but only to the extent Landlord is compensated for any takings by the
exercise of eminent domain); and unrecovered expenses resulting directly from
the negligence of the Landlord.  All  special assessments by the local governing
authority, which may be paid by Landlord in installments, shall be paid by
Landlord in the maximum number of installments permitted by law and charged as
operating expenses only in the year in which the assessment installment is
actually paid.


 


(iv)                              Actual
Costs:  The actual amount paid or
incurred by Landlord for Operating Costs during any Comparison Year.


 


(v)                                 Estimated
Costs:  Landlord’s reasonable estimate of
Actual Costs for each Comparison Year which shall be prepared in good faith by
Landlord.


 


(b)                                  Gross
Up:   In the event that the Building
is not at least 95% occupied during any period of the Comparison Year, Landlord
shall make reasonable adjustments necessary to project what the Actual Costs
would have been had the Building been 95% occupied during the full term of the
year and those projected Operating Costs shall be deemed to be the Actual Costs
for purposes of this Paragraph; provided that such “gross up” shall be
performed in accordance with accepted principles of sound management and
accounting principles applicable to comparable “Class A” suburban office
buildings and consistently applied.


 


(c)                                  Payment
of Tenant’s Pro Rata Share of Estimated Costs:  At least thirty (30) days prior to the
commencement of each Comparison Year during the term hereof, Landlord shall
furnish Tenant with a written statement, prepared in good faith, setting forth
the


 


16





















 


Estimated Costs for such
Comparison Year, and a statement showing the amount by which Tenant’s Pro Rata
Share of the Estimated Costs exceeds the Expense Stop.  Tenant shall pay one twelfth (1/12) of its
Pro Rata Share of such excess monthly.


 


(d)                                  Payment
of Tenant’s Pro Rata Share of Actual Costs: 
Within ninety (90) days after the close of each Comparison Year,
Landlord shall deliver to Tenant a written statement setting forth the Actual
Costs during that Comparison Year, together with appropriate documentation, if
so requested by Tenant.  If such Actual
Costs exceed the Estimated Costs paid by Tenant to Landlord for such Comparison
Year, Tenant shall pay to Landlord its Pro Rata Share of such excess within
forty-five (45) days after receipt of such statement.  If the statement shows such Actual Costs to
be less than the Estimated Costs, then Landlord shall credit the difference
against Rent due for the calendar months next following receipt of Landlord’s
written statement, or at Landlord’s option, refund the difference to Tenant if
the term has expired.


 


(e)                                  Cap
on Controllable Operating Costs. 
Notwithstanding anything to the contrary set forth herein, Landlord does
hereby agree that, solely for purposes of determining Tenant’s Pro Rata Share
of Operating Costs, the portion of Operating Costs attributable to all items
other than taxes, insurance (as a result in increases in premiums or as a
result of increases or changes in the coverages required by Landlord’s
mortgagee), utilities and security costs (such portion being referred to herein
as the “Controllable Expenses”) shall not exceed in any calendar year the
Controllable Expenses in the year 2004 increased by 5% per annum on a
cumulative, compounded basis. For example, if the Controllable Expenses for
year 2004 (annualized) are $7.00 per rentable square foot, the Controllable
Expenses for year 2005 shall not exceed $7.35 per rentable square foot, the
Controllable Expenses for year 2006 shall not exceed $7.72 per rentable square
foot, etc.


 


(f)  So long as no Event of Default
exists, Tenant shall be entitled to review such supporting documentation of the
Operating Costs as Tenant shall reasonably request.  Tenant may, at Tenant’s
sole cost and expense, audit Landlord’s books and records pertaining to its
Operating Costs in order to verify the accuracy of such expenses; provided,
however, that:


 


(i)                                     Tenant
notifies Landlord in writing, within ninety (90) days after receipt of Landlord’s
annual statement of Operating Costs, of its intent to audit such Operating
Costs and completes the audit and provides Landlord with the audit results
within 180 days of such notification; and


 


(ii)                                  Such
audit shall be conducted only during regular business hours at the office where
Landlord maintains the Operating Cost records and only after Tenant gives
Landlord at least thirty (30) days prior written notice; and


 


(iii)                               Such
audit shall be conducted by a certified public accountant employed by an
independent and reputable certified public accounting firm or consulting firm,
but in no event shall the certified public accounting firm or consulting firm
be employed by Tenant on a contingency fee basis; and


 


(iv)                                Tenant
shall reimburse Landlord for the cost of reproducing any records requested by
Tenant or its auditors; and


 


(v)                                   If
the amount of Operating Costs for the Building set forth in Landlord’s annual
statement exceeds by more than seven percent (7%) the amount of Operating Costs
for the Building as determined by such audit, then the reasonable cost of such
audit shall be borne by Landlord, and Landlord shall reimburse Tenant for such
cost; and


 


(vi)                                No
such audit shall be conducted if any other tenant has conducted an audit for
the time period Tenant intends to audit, and Landlord, at its sole option,
furnishes to Tenant a copy of the results of such audit, which shall be the
basis on which any reimbursements are made by Landlord; and


 


(vii)
 In the event that Tenant shall request an audit of any such Operating
Costs, then pending resolution of such audit, Tenant shall nevertheless
continue to make payments as required by Landlord.


 


28.                               CERTAIN RIGHTS RESERVED TO THE LANDLORD


 


The
Landlord may enter upon the Premises and/or may exercise any or all of the
following rights hereby reserved without being deemed guilty of an eviction or
disturbance of the Tenant’s use or possession and without being liable in any
manner to the Tenant and without abatement of Rent or affecting any of the
Tenant’s obligations hereunder:


 


(a)                                  To change the
name or street address of the Building;


 


(b)                                  To install and
maintain a sign or signs on the exterior of the Building provided that Tenant
shall be entitled to the signage provided in Section 46;


 


(c)                                  To designate all
sources furnishing sign painting and lettering, towels, carpet cleaning
service, lamps and bulbs used on the Premises;


 


(d)                                  To retain at all
times pass keys to the Premises;


 


(e)                                  So long as the
same is consistent with comparable Class A suburban office buildings located in
the metropolitan Atlanta, Georgia area, to grant to anyone the exclusive right
to conduct any particular business or undertaking in the Building provided that
Landlord shall not grant an exclusive pursuant to this Section 28(e) which
materially interferes with Tenant’s business operations within the Premises;


 


17





















 


(f)                                    To close the
Building after regular working hours and on the legal holidays subject,
however, to Tenant’s right of admittance, under such reasonable regulations as
Landlord may prescribe from time to time, which may include, by way of example
but not of limitation, that persons entering or leaving the Building identify
themselves to a watchman by registration or otherwise and that said persons
establish their right to enter or leave the Building; and


 


(g)                                 Subject to the
other express terms of this Lease, to take any and all measures, including
inspections, repairs, alterations, decorations, additions, and improvements to
the Premises or the Building, and identification and admittance procedures for
access to the Building as may be necessary or desirable for the safety,
protection, preservation or security of the Premises or the Building or the
Landlord’s interests, or as Landlord may deem necessary or desirable in the
operation of the Building provided that Landlord shall take commercially
reasonable efforts to minimize any material interference with Tenant’s use and
occupancy of the Premises.


 


29.                               ABANDONMENT 
Intentionally omitted.


 


30.                               SUCCESSORS AND ASSIGNS


 


Subject
to the provisions of Paragraph 9 hereof, the terms, covenants, and conditions
contained herein shall be binding upon and inure to the benefit of the heirs,
successors, executors, administrators, and assigns of the parties hereto.


 


31.                               ATTORNEY’S
FEES


 


In the
event that any action or proceeding is brought to enforce any term, covenant,
or condition of this Lease on the part of Landlord or Tenant, the prevailing
party in such litigation shall be entitled to reasonable attorney’s fees to be
fixed by the court in such action or proceeding.


 


32.                               SECURITY
DEPOSIT [INTENTIONALLY OMITTED]


 


33.                               FINANCIAL STATEMENTS


 


Within
ten (10) days following Landlord’s request therefor, Tenant shall provide to
Landlord copies of (a) the most recent fiscal year financial statements for
Tenant and the Guarantor of this Lease, as audited by a certified public accountant,
and (b) the most recent fiscal quarter financial statements for Tenant and the
Guarantors of this Lease, as certified, respectively, by Tenant and the
Guarantor.  The financial statements
shall include, but not necessarily be limited to, a balance sheet, statements
of income and retained earnings, and a statement of source and uses of
funds.  All such statements shall be
prepared in accordance with the generally accepted accounting principles.


 


34.                               AUTHORITY


 


If
Tenant or Landlord signs as a corporation or partnership, Tenant and Landlord
do hereby covenant and warrant that  they
are a duly authorized and existing corporation or partnership, as the case may
be, that Tenant and Landlord have and are qualified to do business in Georgia,
that the corporation or partnership has full right and authority to enter into
this Lease, and that each and all of the persons signing on behalf of the
corporation or partnership are authorized to do so.


 


35.                               MORTGAGEE AND GROUND LESSOR APPROVALS


 


The
approval or consent of Landlord shall not be deemed to have been unreasonably
withheld for purposes of any provisions of this Lease requiring such consent if
any mortgagee (which shall include the holder of any deed of trust) of the
Premises, Building, or Property or any portion thereof, shall refuse or
withhold its approval or consent thereto. 
Any requirement of Landlord pursuant to this Lease which is imposed
pursuant to the direction of any such mortgagee shall be deemed to have been
reasonably imposed by Landlord if made in good faith.  Notwithstanding anything in this Paragraph 35
to the contrary, any requirement of Landlord pursuant to this Lease which is
imposed pursuant to the direction of any such mortgagee shall be made in good
faith by Landlord.


 


36.                               MISCELLANEOUS


 


(a)                                  (i) The term “Premises”
wherever it appears herein includes and shall be deemed or taken to include
(except where such meaning would clearly be repugnant to the context) the
office space demised and improvements now or at any time hereinafter comprising
or built in the space hereby demised. 
(ii) The paragraph headings herein 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.  (iii) The term “Landlord”
in these presents shall include the Landlord, its successors and assigns.  (iv) In any case where the Lease is signed by
more than one person, the obligations hereunder shall be joint and several.  (v) The term “Tenant” 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. 
(vi) The term “Lease” wherever it appears herein shall be deemed or
taken to include the Basic Lease Information and all paragraphs and exhibits
attached hereto and made a part hereof. 
(vii) Anywhere where Landlord’s or Tenant’s consent or approval is
required herein, unless expressly provided in this Lease to the contrary, such
consent or approval will not be unreasonably withheld, conditioned, or delayed.


 


(b)                                  Time is of the
essence of this Lease and all of its provisions.  Periods of time expressed in days for performance,
unless otherwise specified, shall mean calendar days.


 


(c)                                  This Lease shall
in all respects be governed by the laws of the State of Georgia.


 


(d)                                  This Lease,
together with its exhibits, contains all the agreements of the parties hereto
and supersedes any previous negotiations. 
There have been no representations made by the Landlord 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 by the parties hereto.


 


18





















 


(e)                                  All obligations
of Tenant hereunder not fully performed as of the expiration or earlier
termination of the term of this Lease shall survive the expiration or earlier
termination of the term hereof.


 


(f)                                    If any clause,
phrase, provision, or portion of this Lease or the application thereof to any
person or circumstance shall be invalid or unenforceable under applicable law,
such event shall not affect, impair, or render invalid or unenforceable the
remainder of this Lease or any other clause, phrase, provision or portion
hereof, nor shall it affect the application of any other clause, phrase,
provision, or portion hereof to other persons or circumstances, and it is also
the intention of the parties to this Lease that in lieu of each such clause,
phrase, provision, or portion of this Lease that is invalid or unenforceable,
there be added as a part of this Lease contract a clause, phrase, provision or
portion as similar in terms to such invalid or unenforceable clause, phrase,
provision, or portion as may be possible and be valid and enforceable.


 


(g)                                 In the event of a
strike, lockout, labor trouble, civil commotion, an act of God, or any other
event beyond either party’s control (a “force majeure event”) which results in
the Tenant being unable to timely perform its obligations hereunder (other than
the Tenant’s obligation to pay Rent), so long as such party diligently proceeds
to perform such obligations after the end of the force majeure event, the
delayed party shall not be in breach hereunder. 
Nothing herein shall extend the time for Tenant to make payment of Rent
due hereunder.


 


(h)                                 Notwithstanding
any other provision of this Lease to the contrary, if the Commencement Date
hereof shall not have occurred before the twentieth (20th)
anniversary of the date hereof, this Lease shall be null and void and neither
party shall have any liability or obligation to the other hereunder.  The purpose and intent of this provision is
to avoid the application of the rule against perpetuities to this Lease.


 


(i)                                    Anything
contained in the foregoing provisions of this section to the contrary
notwithstanding, neither Tenant nor any other person having an interest in the
possession, use, occupancy, or utilization of the Premises shall enter into any
lease, sublease, license, concession, or other agreement for use, occupancy, or
utilization of space in the Premises which provides for rental or other payment
for such use, occupancy, or utilization based, in whole or in part, on the net
income or profits derived by any person from the Premises leased, used,
occupied or utilized (other than an amount based on a fixed percentage or
percentages of receipts of sales), and any such proposed lease, sublease, license,
concession, or other agreement shall be absolutely void and ineffective as a
conveyance of any right of interest in the possession, use, occupancy, or
utilization of any part of the Premises.


 


(j)                                    Neither this Lease nor any memorandum or short
form hereof shall be recorded in any public records.


 


37.                               LANDLORD’S
LIEN


 


The
Landlord hereby waives any statutory lien for Rent or other charges due under
this Lease in Landlord’s favor or any other lien rights the Landlord may have,
upon all goods, wares, equipment, fixtures, furniture, inventory, accounts,
contract rights, chattel paper, and other personal property of Tenant situated
on the Premises.  Landlord shall
cooperate with Tenant and any mortgagee or lender of Tenant with respect to the
execution of commercially reasonable lien waivers that may be required by
Tenant, Tenant’s lender or Tenant’s mortgagee.


 


38.                               QUIET
ENJOYMENT


 


Landlord
represents and warrants that it has full right and authority to enter into this
Lease and that Tenant, so long as no Event of Default exists, shall peaceably
and quietly have, hold,  and enjoy the
Premises for the term hereof without hindrance or molestation from Landlord,
Landlord’s mortgagee, ground lessor or Landlord’s successors or assigns 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;
provided, however that Landlord shall use commercially reasonable efforts to
enforce Landlord’s rights against third parties within Landlord’s reasonable
control and against other tenants of the Building pursuant to the terms of the
leases for such tenants.


 


39.                               LANDLORD’S LIABILITY


 


Landlord’s
obligations and liability with respect to this Lease shall be limited solely to
(i) Landlord’s interest in the Building and any proceeds derived from the sale
of the Building, as such interest is constituted from time to time, and (ii)
any profits from rentals received by Landlord in connection with the Building,
accruing from and after the date of any final and unappealable judgment entered
against Landlord, excluding therefrom any amounts included in such rental for
operating costs and expenses for the Building, neither Landlord nor any partner
of Landlord, or any officer, director, shareholder, or partner of any partner
of Landlord, shall have any personal liability whatsoever with respect to this
Lease.  No owner of the Property, whether
or not named herein, shall have liability hereunder after it ceases to hold
title to the Property except for any liability that accrues prior to the
conveyance of the Property.


 


40.                               NO
ESTATE


 


This
contract shall create the relationship of Landlord and Tenant, and no estate
shall pass out of Landlord.  Tenant has
only a usufruct, not subject to levy and sale and not assignable by Tenant,
except as provided for herein and in compliance herewith.


 


41.                               SUBSTITUTION OF PREMISES


 


Intentionally
omitted.


 


42.                               LEASE EFFECTIVE DATE


 


Submission
of this instrument for examination or signature by Tenant does not constitute a
reservation of or option for lease, and it is not effective as a lease or
otherwise until execution by both Landlord and Tenant.


 


19





















 


43.                               HAZARDOUS MATERIALS


 


Neither
Landlord nor Tenant shall cause or permit the escape, disposal, or release of
any biologically or chemically active or other hazardous substances or
materials in, on, or about the Property. 
Neither Landlord nor Tenant shall allow the storage or use of such
substances or materials in, on, or about the Property in any manner not
sanctioned by law or by the highest standards prevailing in the industry for
the storage and use of such substances or materials, nor allow to be brought
into the Property any such materials or substances except to use in the
ordinary course of such party’s business, and then only after written notice
has been given to Landlord of the identity of such substances or materials
excepting, however, ordinary office and cleaning supplies. Without limitation,
hazardous substances and materials shall include those described in the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and
Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable
state or local laws and the regulations adopted under these acts.  If any lender or governmental agency shall
ever require testing to ascertain whether or not there has been any release of
hazardous materials in, on, or about the Property, then the reasonable costs
thereof shall be reimbursed by Tenant to Landlord upon demand as additional
charges if such requirement applies to Tenant’s use and occupancy of the
Premises to the extent that a reasonable concern exists regarding the presence
of hazardous materials or substances within the Premises.  Landlord shall indemnify and hold harmless
Tenant for any cost, loss, expense or liability incurred by Tenant as a result
of the release or presence of hazardous materials or substances at the Property
caused by Landlord.  In addition, each
party shall execute affidavits, representations, and the like from time to time
at the other party’s request concerning its actual knowledge and belief
regarding the presence of hazardous substances or materials introduced by such
party on the Premises, the Building or Property.  In all events, Tenant shall indemnify
Landlord in the manner elsewhere provided in this Lease from any release of
hazardous materials in, on, or about the Premises occurring while Tenant is in
possession, or elsewhere if caused by Tenant or persons acting under
Tenant.  The within covenants shall
survive the expiration or earlier termination of the lease term.


 


44.                               FIRST
MONTH’S RENT


 


Rent
for the thirteenth (13th) full calendar month following the
Commencement Date in the amount of Forty Four Thousand Five Hundred Twenty and
21/100ths Dollars ($44,520.21) shall be due and payable upon Lease execution by
Tenant.  Check(s) should be made payable
to GERMANIA PROPERTY INVESTORS XXXIV, L.P.


 


45.                               BROKERS


 


Tenant
represents and warrants to Landlord that, except for those broker(s) set forth
in the Basic Lease Information (collectively, the “Brokers”), Tenant has not
engaged or had any conversations or negotiations with any broker, finder or
other third party concerning the leasing of the Premises to Tenant who would be
entitled to any commission or fee based on the execution of this Lease. Tenant
hereby indemnifies Landlord against and from any claims for any brokerage
commissions (except those payable to the Brokers, all of which are payable by
Landlord pursuant to a separate agreement) and all costs, expenses and
liabilities in connection therewith, including, without limitation, reasonable
attorneys’ fees and expenses, for any breach of the foregoing.  Landlord represents and warrants to Tenant
that, except for the Brokers, Landlord has not engaged or had any conversations
or negotiations with any broker, finder or other third party concerning the
leasing of the Premises to Tenant who would be entitled to any commission or
fee based on the execution of this Lease. Subject to the terms of Section 47
below, Landlord hereby indemnifies Tenant against and from any claims for any
brokerage commissions arising in connection with this Lease and all costs,
expenses and liabilities in connection therewith, including, without
limitation, reasonable attorneys’ fees and expenses, for any breach of the
foregoing.  The foregoing
indemnifications shall survive the termination of this Lease for any reason.


 


46.                               SIGNAGE.  (a)                  Tenant shall
be entitled to:


 


(i)  Signage identification on the Building’s
standard lobby directory. Landlord shall furnish and install at Landlord’s
expense, the Building’s standard lobby directory, however, the costs for Tenant’s
graphics, including installation, shall be at Tenant’s sole cost and expense;


 


(ii)  Signage identification on the Building’s
standard entry door signage to the Premises. The costs for the Building
standard entry door signage and Tenant’s graphics, including installation,
shall be at Tenant’s sole cost and expense;


 


(iii)  Signage identification on the walls of
elevator lobby and entrance doors on any full floors leased by Tenant shall be
at Tenant’s sole  cost and expense;


 


(iv)  Non-exclusive signage identification on the
Building’s monument sign located at the entrance of the Property off of Preston
Ridge Road (“Monument”).  The location of Tenant’s name on the Building’s
monument sign shall be mutually agreed upon by Landlord and Tenant.
 Landlord shall furnish and install, at Landlord’s sole cost and expense,
the Building’s monument sign, however, the costs for Tenant’s graphics,
including installation, shall be at Tenant’s sole cost and expense;


 


(b)                                  Tenant’s
signage rights as provided hereinabove in this Section 46 shall be subject
to Tenant providing Landlord with detailed specifications for the design and
placement of any signage for the Landlord’s approval, which approval shall not
be unreasonably withheld or delayed.  Landlord may reasonably
 withhold approval of the submitted signage if the design or location of
such signage is inconsistent incompatible with the design of the Building’s
standard signage, or such signage would materially detract from the appearance
of the Building.  Landlord and Tenant hereby confirm that all exterior
signage is subject to the ordinances of Fulton County and Alpharetta, GA, as
well as restrictions imposed by Preston Ridge Associates, Inc.  Signage on
any floor occupied in its entirety by Tenant is not required to conform to the
Building’s standard design guidelines established by Landlord.


 


(c)                                  Upon
either: (i) an Event of Default, (ii) the assignment of the Lease or sublet of
the Premises to any entity other than a Permitted Affiliate or Permitted
Successor, or (iv) the occurrence of an event which causes Tenant (or any
Permitted Affiliate or Permitted Successor) to no longer occupy a full floor of
the Building,  Landlord shall have the
right, but not the obligation, to remove


 


20





















 


Tenant’s signage
from the Monument, to repair all injury or damage resulting from such removal,
reasonable wear and tear excepted, and Tenant shall reimburse Landlord for all
actual cost incurred in connection therewith.


 


47.                               CONTINGENCY.


 


(a)                                  Landlord
acknowledges that Tenant and Kimberly-Clark Corporation (“KCC”) are currently
contemplating the closing (“Closing”) of the distribution by KCC to its
stockholders of all of the common stock of the Tenant pursuant to a
Distribution Agreement to be entered into by Tenant and KCC. In the event that
the Closing shall not have occurred on or before December 31, 2004, for whatever reason, or Tenant has otherwise determined
that the Closing will not occur by such date (the “Trigger Date”), the Tenant
shall have the one time right to terminate this Lease (the “Termination Option”)
effective on the date which is fifteen (15) days following Tenant’s written notice
(the “Termination Notice”) to Landlord exercising such Termination Option (“Termination
Effective Date”).  Upon delivery of the
Termination Notice, the Tenant shall deliver to the Landlord the Termination
Fee (as hereinafter defined) in good and collectible funds.  Following delivery of the Termination Notice,
the Lease shall terminate effective as of the Termination Effective Date and
Tenant shall be obligated to surrender the Premises unto Landlord on the Termination
Effective Date and thereafter neither party shall owe any further obligation
one to the other except for (i) payment of the Termination Fee, (ii) any other
obligations expressly set forth in this Section 47 and (iii) those
obligations under the Lease which are intended to survive the expiration or
earlier termination of the Lease.  The
Tenant and KCC have not, and do not hereby make any representation or warranty
that the Closing will occur and, except for as expressly set forth in this Section 47,
shall not suffer any liability herein as a result of the failure of the Closing
to occur on or before the Trigger Date. 
Further, notwithstanding anything herein to the contrary, the Tenant
shall have the right to extend the Trigger Date by up to four (4) additional
months (but in no event beyond April 31, 2005) by providing the Landlord
written notice of the same.


 


(b)                                 The
term “Termination Fee” shall be an amount equal to:  (i) $81,659.78 (i.e., the loss of rents
caused by Landlord’s early termination of Covansys Corporation, plus (ii) the
Allowance, less any portion of the Allowance not actually disbursed by
Landlord, plus (iii) $262,850 (i.e., $10.00 per rentable square foot of the
Premises) (the “Penalty”) (iii) any brokerage commission disbursed by Landlord
to the Brokers, not to exceed $75,000.00, plus (iv) any attorney’s fees
incurred by Landlord in connection with this Lease, not to exceed $20,000.00,
plus (v) any lender or servicer fees incurred by Landlord in connection with
this Lease, not to exceed $7,500.00, plus (vii) in the event the Tenant does
not terminate the Lease on or before November 1, 2004 a per diem charge of
$627.78 for every day following November 1, 2004 until the date the Tenant
terminates the Lease (the “Per Diem Fee”). 
In the event that Tenant has not exercised the Termination Option on or
prior to the Trigger Date and in the event Landlord and Tenant amend the Lease
in the future, Landlord and Tenant agree to remove this Section 47 from
the Lease.  This Termination Option and
this Special Stipulation 1 are personal to
Neenah Paper, Inc., a Delaware corporation, may not be exercised by any
party other than Neenah Paper, Inc., a
Delaware corporation and shall become null and void upon the occurrence
of an assignment of the Lease or a sublet of all or a part of the Premises.  Landlord, Tenant and KCC acknowledge and
agree that, while KCC has no right to exercise the Termination Option set forth
in this Section 47, KCC shall cause the payment of the Termination Fee by
or on behalf of Tenant in accordance with the terms of this Section 47.


 


(c)                                  In the event that, as of the Trigger Date,
the Work (as defined in Exhibit C attached hereto) has not been completed in
full in accordance with the Plans, Tenant shall have the option to either (a)
pay to Landlord the Termination Fee in full, or (b) complete the Work
pursuant to the terms of the Plans and pay to Landlord the Termination Fee
minus the Penalty on or before the Termination Effective Date; provided,
however, in the event that the cost of the Work remaining to be completed pursuant
to the terms of the Plans is less than the Penalty, the parties agree that
Tenant shall not complete the Work, but instead shall pay to Landlord the
Termination Fee, minus the Penalty, as well as the cost of the Work remaining
to be completed pursuant to the terms of the Plans (which payment shall be in
lieu of the Penalty).  In the event that
Tenant elects to complete the Work in lieu of paying the Penalty as set forth
in this Section 47(c), the Termination Effective Date shall be extended for a reasonable
time in order to allow for the completion of the Work. Landlord and Tenant
shall cooperate in determining a reasonable construction schedule for the
completion of the Work in accordance with the terms hereof.   In the event that, as of the Termination
Effective Date, the Work has been completed in full in accordance with the
terms of the Plans, then the Termination Fee to be paid by Tenant shall be
reduced by the amount of the Penalty.


 


(d)                                 In
the event that Tenant terminates the Lease in accordance with the terms of this
Termination Option, the Landlord shall retain all improvements to the Premises
performed by Tenant, and notwithstanding anything contained in Section 6
of the Lease to the contrary, Tenant shall have no right or obligation to remove
any alterations, additions or improvements made to the Premises following the
Delivery Date; provided, however, Tenant shall surrender the Premises to
Landlord on the Termination Effective Date in broom clean condition and
otherwise in the condition required by Section 24 of the Lease; provided,
however, that the Tenant shall have the right to remove its furniture,
equipment and other personal property.


 


21





















 


IN WITNESS WHEREOF, the parties hereto have
executed this Lease under seal the day and year first above written.


 


 


	
  LANDLORD

  	
   

  	
  TENANT

  
	
   

  	
   

  	
   

  
	
  GERMANIA PROPERTY
  INVESTORS XXXIV, L.P.,

  	
   

  	
  NEENAH PAPER, INC.,

  
	
  a Georgia
  limited partnership

  	
   

  	
  a Delaware
  Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
  Germania-Preston,
  LLC, a Georgia limited

  	
   

  	
   

  	
   

  
	
   

  	
  liability
  company

  	
   

  	
  By:

  	
  /s/ Sean T.
  Erwin

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael G.
  Werner

  	
   

  	
   

  	
  Name:

  	
  Sean T. Erwin

  
	
   

  	
   

  	
  Michael G.
  Werner, Vice President

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  CEO

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   June 29, 2004

  	
   

  	
  Date:

  	
   June 29, 2004

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  WITNESS:

  	
   

  	
  WITNESS:

  
	
   

  	
   

  	
   

  
	
  By:

  	
  [witnessed]

  	
   

  	
  By:

  	
  [witnessed]

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  (Affix Corporate Seal)

  	
   

  	
   

  	
  (Affix Corporate Seal)

  
											



 


 


(Signatures
continue on the following page)


 


22





















 


The
undersigned joins in the execution of this Lease solely for the purposes of acknowledging
and agreeing to such party’s obligations under Section 47 of this Lease:


 


 


	
  KIMBERLY-CLARK
  CORPORATION, a Delaware Corporation 

  
	
   

  
	
   

  
	
  By:

  	
  /s/ Rodney G. Olsen

  	
   

  
	
  Name:

  	
  Rodney G. Olsen

  	
   

  
	
  Title:

  	
  Vice President
  Finance

  	
   

  
					



 


(Rev. 2/91)


 


23





















 


EXHIBIT “A”


 


RULES AND REGULATIONS


 


1.                                      Sidewalks, halls,
passages, exits, entrances, elevators and stairways shall not be obstructed by
tenants or used by them for any purpose other than for ingress to and egress
from their respective premises.  The
halls, passages, exits, entrances, elevators, escalators and stairways are not
intended 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 judgment of Landlord, shall be prejudicial to the safety,
character, reputation and interests of the Building and its tenants, provided
that nothing herein contained shall be construed to prevent such access to
persons with whom any tenant normally deals in the ordinary course of such
tenant’s business unless such persons are engaged in illegal activities.  No tenant, and no employees or invitees of
any tenant, shall go upon the roof of the Building, except as authorized by
Landlord.


 


2.                                      No sign, placard,
picture, name, advertisement or notice, visible from the exterior of the
premises shall be inscribed, painted, affixed, installed or otherwise displayed
by any tenant either on its premises or any part of the Building without the
prior written consent of Landlord, and Landlord shall have the right to remove
any such sign, placard, picture, name, advertisement, or notice installed
without the Landlord’s consent without notice to and at the expense of that
tenant.


 


If
Landlord shall have given such consent to any tenant at any time, whether
before or after the execution of the lease, such consent shall in no way
operate as a waiver or release of any of the provisions hereof or of such
lease, and shall be deemed to relate only to the particular sign, placard,
picture, name, advertisement or notice so consented to by Landlord and shall
not be construed as dispensing with the necessity of obtaining the specific
written consent of Landlord with respect to any other such sign, placard,
picture, name, advertisement or notice.


 


All
approved signs or lettering on doors and walls shall be printed, painted,
affixed or inscribed at the expense of the tenant by a person approved by
Landlord.


 


3.                                      The bulletin
board or directory of the Building will be provided exclusively for the display
of the name and location of tenants only and Landlord reserves the right to
exclude any other names therefrom. 
Tenant is hereby granted the right to have its name and location displayed
on the bulletin board or directory.


 


4.                                      No curtains,
draperies, blinds, shutters, shades, screens or other coverings, awning,
hangings or decorations shall be attached to, hung or placed in or used in
connection with, any window or door on the premises of any tenant without the
prior written consent of Landlord.  In
any event and with the prior written consent of Landlord, all such items shall
be installed in such a manner that they shall in no way be visible from the
exterior of the Building.  No articles
shall be placed or kept on the window sills so as to be visible from the
exterior of the Building.  No articles
shall be placed against glass partitions or doors which might appear unsightly
from outside the premises of any tenant.


 


5.                                      Landlord reserves
the right to exclude from the Building between the hours of 6 p.m. and 8 am
Monday through Friday and at all hours on Saturdays, Sundays, and holidays all
persons who are not tenants or their accompanied guests in the Building.  Each tenant shall be responsible for all
persons whom it allows to enter the Building and shall be liable to Landlord
for all acts of such persons.


 


Landlord
shall in no case be liable for damages for error with regard to the admission
to or exclusion from the Building of any person.


 


During
the continuance of any invasion, mob, riot, public excitement or other
circumstance rendering such action advisable in Landlord’s opinion, Landlord
reserves the right to prevent access to the Building by closing the doors, or
otherwise, for the safety of tenants and protection of the Building and
property in the Building.


 


6.                                      No tenant shall
employ any person or persons other than the janitor or Landlord for the purpose
of cleaning the Premises unless otherwise agreed to by Landlord in
writing.  Except with the written consent
of Landlord no person or persons other than those approved by Landlord shall be
permitted to enter the Building for the purpose of cleaning the same.  No tenant shall cause any unnecessary labor
by reason of such tenant’s carelessness or indifference in the preservation of
good order and cleanliness of the premises.


 


7.                                      No tenant shall
accept barbering or bootblacking services in its premises except from persons
authorized by Landlord.


 


8.                                      Each tenant shall
see that all doors of its premises are closed and securely locked and must
observe strict care and caution that all water faucets or water apparatus are
entirely shut off before the tenant or its employees leave such premises, and
that all utilities shall likewise be carefully shut off, so as to prevent waste
or damage.  On multiple-tenancy floors,
all tenants shall keep the door or doors to the Building corridors closed at
all times except for ingress and egress.


 


9.                                      As more
specifically provided in each tenant’s lease, each tenant shall not waste
electricity, water or air conditioning and agrees to cooperate fully with
Landlord to assure the most effective operation of the Building’s heating and
air conditioning, and shall


 


1





















 


refrain
from attempting to adjust any controls. 
Each tenant shall keep window coverings in its premises closed when the
effect of sunlight or cold weather would impose unnecessary loads on the
Building’s heating or air conditioning systems.


 


10.                               No tenant shall alter
any lock or access device or install a new or additional lock or access device
to any bolt on any door of its premises without the prior written consent of
Landlord. If Landlord shall give its consent, the tenant shall in each case
furnish Landlord with a key for any such lock (unless the lock is for secure
areas, and then only to the extent required by Law).


 


11.                               No tenant shall make or
have made additional copies of any keys or access devices provided by
Landlord.  Each tenant, upon the
termination of the tenancy, shall deliver to Landlord  all keys or access devices for the Building,
offices, rooms and toilet rooms which shall have been furnished to the tenant
or which the tenant shall have made.  In
the event of the loss of any keys or access devices so furnished by Landlord,
tenant shall pay Landlord therefor.


 


12.                               The 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, including coffee grounds, shall be thrown
therein, and the expense of any breakage, stoppage or damages resulting from
violation of this rule shall be borne by the tenant who, or whose employees or
invitees, shall have caused it.


 


13.                               No tenant shall use or
keep on its premises or the Building any kerosene, gasoline or inflammable or
combustible fluid or material other than limited quantities necessary for the
operation or maintenance of office equipment. 
Such limited quantities shall be only stored in containers approved by
appropriate regulatory agencies.  No
tenant shall use any method of heating or air conditioning other than that
supplied by Landlord.


 


14.                               No tenant shall use,
keep or permit to be used or kept in its premises any foul or noxious gas or
substance or permit or suffer such premises to be occupied or used in a manner
offensive or objectionable to Landlord or other occupants of the Building by
reason of noise, odors and/or vibrations or interfere in any way with other
tenants or those having business therein, nor shall any birds or animals other
than seeing eye dogs and like animals be brought or kept in or about any
premises of the Building.


 


15.                               No cooking shall be done
or permitted by any tenant on its premises except for cooking in standardized
non-commercial microwave ovens (except that use by the tenant of Underwriter’s
Laboratory approved equipment for the preparation of coffee, tea, hot chocolate
and similar beverages for tenants and their employees 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) nor
shall its premises be used for lodging.


 


16.                               Except with the prior
written consent of Landlord, no tenant shall sell or permit the sale, at
retail, of newspapers, magazines, periodicals, theater tickets or any other
goods or merchandise in or on its premises, nor shall tenant carry on, or
permit or allow any employee or other person to carry on, the business of
stenography, typewriting, printing, photocopying or any similar business in or
from its premises for the service or accommodation of occupants of any other
portion of the Building, nor shall its premises be used for the storage of
merchandise or for manufacturing of any kind, or the business of a public
barber shop, beauty parlor, nor shall its premises be used for any improper,
immoral or objectionable purpose, or any business activity other than that
specifically provided for in that tenant’s lease.


 


17.                               If tenant requires
telegraphic, telephonic, burglar alarm or similar services, it shall first
obtain, and comply with, Landlord’s instructions for their installation.  No tenant shall operate any television,
radio, recorder or sound system in such a manner as to cause a nuisance to any
other tenant of the Building.


 


18.                               Landlord will direct
electricians as to where and how telephone, telegraph and electrical wires are
to be introduced or installed.  No boring
or cutting for wires will be allowed without the prior written consent of Landlord.  The location of burglar alarms, telephones,
call boxes and other office equipment affixed to the premises shall be subject
to the written approval of Landlord.


 


19.                               No tenant shall install
any radio or television antenna, loudspeaker or any other device on the
exterior walls or the roof of the Building. 
No tenant shall interfere with radio or television broadcasting or
reception from or in the Building or elsewhere.


 


20.                               No tenant shall lay
linoleum, tile, carpet or any other floor covering so that the same shall be
affixed to the floor of its premises in any manner except as approved in
writing by Landlord.  The expense of
repairing any damage resulting from a violation of this rule or the removal of
any floor covering shall be borne by the tenant by whom, or by whose
contractors, employees or invitees, the damage shall have been caused.


 


21.                               No furniture, freight,
equipment, materials, supplies, packages, merchandise, or other property will
be received in the Building or carried up or down the elevators except between
such hours and in such elevators as shall be designated by Landlord.


 


Landlord
shall have the right to prescribe the weight, size and position of all safes,
furniture, files, bookcases or other heavy equipment brought into the Building.  Safes or other heavy objects shall, if
considered necessary by Landlord, stand on wood strips of such thickness as
determined by Landlord to be necessary to distribute properly the weight
thereof.


 


Business
machines and mechanical equipment belonging to any tenant which cause 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


 


2





















 


Building
shall be placed and maintained by tenant, at tenant’s expense, on vibration
eliminators or other devices sufficient to eliminate noise or vibration.  The persons employed to move such equipment
in or out of the Building must be acceptable to Landlord.


 


22.                               No tenant shall place a
load upon any floor of its premises which exceeds the load per square foot
which such floor was designed to carry and which is allowed by law.  No tenant shall mark, or drive nails, screw
or drill into, the partitions, woodwork or plaster or in any way deface its
premises or any part thereof.


 


23.                               No tenant shall install,
maintain or operate upon its premises any vending machines without the written
consent of Landlord.


 


24.                               There shall not be used
in any space, or in the public areas of the Building, either by any tenant or
others, any hand trucks except those equipped with rubber tires and side guards
or other such material-handling equipment as Landlord may approve.  No other vehicles of any kind shall be
brought by any tenant into or kept in or about its premises.


 


25.                               Each tenant shall store
all its trash and garbage within the interior of its premises.  No material shall be placed in the trash
boxes or receptacles if such material is of such nature that it may not be disposed
of in the ordinary and customary manner of removing and disposing of trash and
garbage in the city without violation of any law or ordinance governing such
disposal.  All trash, garbage and refuse
disposal shall be made only through entryways and elevators provided for such
purposes and at such times as Landlord shall designate.


 


26.                               Canvassing, soliciting,
distribution of handbills or any other written materials, and peddling in the
Building are prohibited and each tenant shall cooperate to prevent the
same.  No tenant shall make room-to-room
solicitation of business from other tenants in the Building.


 


27.                               Landlord reserves the
right to exclude or expel from the Building any person who, in Landlord’s
judgment, is intoxicated or under the influence of liquor or drugs or who is in
violation of any of the Rules and Regulations of the Building.


 


28.                               Without the prior
written consent of Landlord, no tenant shall use the name of the Building in
connection with or in promoting or advertising the business of such tenant
except as that tenant’s address.


 


29.                               Each tenant shall comply
with all energy conservation, safety, fire protection and evacuation procedures
and regulations established by Landlord or any governmental agency.


 


30.                               Tenant assumes any and
all responsibility for protecting its premises from theft, robbery and
pilferage, which includes keeping doors locked and other means of entry to the
premises closed.


 


31.                               The requirements of each
tenant will be attended to only upon application at the office of the Building
by an authorized individual.  Employees
of Landlord shall not perform any work or do anything outside of their regular
duties unless under special instructions from Landlord, and no employees will
admit any person (tenant or otherwise) to any office without specific
instructions from Landlord.


 


32.                               All rules and
regulations applicable to the Premises shall be applied uniformly to all
similarly situated tenants within the Building.


 


33.                               Landlord reserves the
right to make such other 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 therein.
provided that such revised or new regulation shall not materially or adversely
increase Tenant’s obligations or decrease Tenant’s right under the Lease.  Each tenant agrees to abide by all such Rules
and Regulations hereinabove stated and any additional rules and regulations
which are adopted.


 


34.                               Intentionally omitted.


 


35.                               Each tenant shall either
provide and maintain hard surface protective mats under all desk chairs which
are equipped with casters to avoid excessive wear and tear to carpeting, or
utilize chairs with carpet casters.  If
any tenant fails to provide such mats, the cost of carpet repair or replacement
made necessary by such excessive wear and tear shall be charged to and paid for
by that tenant.


 


36.                               Each tenant will refer
all contractors, contractor’s representatives and installation technicians,
rendering any service to such tenant, to Landlord for Landlord’s supervision,
approval, and control before performance of any contractual service but only to
the extent Landlord’s consent is required with regard to such item of work or
service.  This provision shall apply to
all work performed in the Building, including installations of telephones,
telegraph equipment, electrical devices and attachments and installations of
any nature affecting floors, walls, woodwork, trim, windows, ceilings,
equipment or any other physical portion of the Building.


 


37.                               Each tenant shall give
prompt notice to Landlord of any accidents to or defects in plumbing,
electrical fixtures, or heating apparatus so that such accidents or defects may
be attended to promptly.


 


3





















 


38.                               Each tenant shall be
responsible for the observance of all of the foregoing Rules and Regulations by
its employees, agents, clients, customers, invitees and guests.


 


39.                               These
Rules and Regulations are in addition to, and shall not be construed to in any
way modify, alter or amend, in whole or in part, the terms, covenants,
agreements and conditions of any lease of any premises in the Building.


 


40.                               Smoking
of tobacco products (including, but not limited to, cigarettes, cigars, pipes
or similar utensils) is expressly prohibited in the lobby, hallways, elevators,
building entrances, restrooms, stairwells and common areas in and around the
Building.  Tenant shall not permit any of
its employees, agents, servants, licensees, contractors or invitees to smoke in
those areas specified in the immediately preceding sentence.  Tenant further agrees either (i) to
prohibit smoking within the Premises, or (ii) if smoking is permitted by
Tenant within the Premises, to take, at Tenant’s sole expense, such steps
(which steps may include, but not be limited to, installing exhaust equipment
to supplement the Building’s heating, ventilation and air conditioning system)
as shall be required by Landlord to avoid any infiltration of smoke from the
Premises into the space of other tenants or the common areas in the
Building.  Tenant further agrees that if
Tenant shall have taken steps to reduce or eliminate infiltration of smoke into
the space of other tenants, and, notwithstanding these steps, smoke from the
Premises continues to be a nuisance to other tenants in the Building, then
Landlord shall have the right to prohibit smoking in the Premises
altogether.  Tenant acknowledges and
agrees that (a) Landlord has the right under this paragraph to restrict
and/or prohibit smoking in the Premises, (b) smoking in the Premises is
not an absolute or inherent right of Tenant and (c) Landlord’s
determination that smoking in the Premises must be abated shall be final.  To enable smokers to have an area outside of
the Building in which to smoke, the Landlord shall designate from time to time
specific areas where smoking is permitted, to the extent permitted by
applicable laws and regulations.  Smokers
are required to keep all designated smoking areas clean, attractive and free of
litter.  In order to comply with present
or future laws, regulations or guidelines of governmental entities relating to
workplace health and safety, Landlord retains the right to further alter, move
or eliminate such smoking areas from time to time and to establish regulations
relating thereto as Landlord reasonably deems necessary or appropriate.


 


4





















 


EXHIBIT “B”


 


TYPICAL LEVEL FLOOR PLAN 


 


[TO BE INSERTED]


 


1





















 


EXHIBIT “C”


 


OFFICE LEASE IMPROVEMENT AGREEMENT


 


This WORK LETTER
AGREEMENT (“Work Letter”) is attached to and made part of that certain Office
Lease (to which this Exhibit B is attached). 
The terms, definitions and other provisions of the Lease are hereby
incorporated into this Work Letter by reference.


 


In consideration of the
execution of the Lease and the mutual covenants and conditions hereinafter
contained, Landlord and Tenant agree as follows:


 


1.                                       On
or before the Delivery Date, Landlord, at Landlord’s sole cost and expense,
shall deliver the Premises to Tenant in a broom clean condition.  From and after the Delivery Date, Tenant and
Tenant’s agents may enter the Premises in order to perform the Work (as
hereinafter defined).  Tenant agrees that
any such entry into and occupation of the Premises shall be deemed to be under
all of the terms, covenants, conditions and provisions of the Lease, except as
to the covenant to pay Rent or any other charges due under the Lease, and
further agrees Landlord shall not be liable in any way for any injury, loss or
damage which may occur to any of Tenant’s work and installations made in the
Premises or to properties placed therein, except to the extent caused by
Landlord’s negligence.


 


2.                                       The
Work shall be constructed by Tenant utilizing materials and construction
methods at least equal in quality to “Building Standard” improvements described
in attached Exhibit C-1 and in accordance with the provisions hereof.  On the terms and conditions set forth in Section 11
below, Landlord will provide Tenant a construction allowance (the “Allowance”)
of up to $1,051,400.00 (i.e.,
$40.00 per rentable square foot in the Premises) for Tenant’s use in performing
the Work.  Any portion of the Allowance
not exhausted by the cost of the Work, but in no event more than $183,995.00 (i.e., $7.00 per rentable
square foot of the Premises), shall be available to Tenant for reimbursement of
the cost of any architectural and engineering for data cabling, project
management fees and the installation of furniture, fixtures and/or equipment,
as and when requested by Tenant provided Tenant delivers invoices documenting
the actual cost of the foregoing on or before the expiration of the fourth (4th)
month following the Commencement Date. 
Any unused portion of the Allowance remaining after such reimbursement
shall not be funded by Landlord, with Tenant releasing any and all rights
thereto.  Any costs and expenses for the
Work in excess of the Allowance shall be paid solely by Tenant.


 


The
term “costs” or “cost” of the Work as used herein shall include, but not be
limited to, the total cost of construction of the Work, including, without
limitation, architectural & design fees, engineer fees, construction
management fees, cost of labor, materials, contractor’s fees, costs incurred in
obtaining approvals from any governmental authority, permitting costs.


 


The
term “Building Standard” or “Building standard” as used herein shall mean the
standards, materials and specifications set forth by Landlord for construction
of occupied tenant spaces within the Building, including but not limited to
such items as partition standards and details, doors and door hardware, ceiling
grid and tile, HVAC equipment and materials, light fixtures, carpet and
flooring, sprinkler heads, sill finishes and signage.


 


3.                                       Landlord
has approved those architectural plans and specifications prepared by  Idea Span (the “Architect”) dated June 14,
2004 schematic design, partition plans and layout, design development drawings
and a complete set of construction drawings, all of which are based on the
Building standards and adequate in detail for the construction of all
improvement and finish items desired by Tenant (collectively, the “Work”). All
modifications to the approved architectural plans shall comply with all
governmental standards, regulations and requirements and shall be subject to
Landlord’s approval (which approval shall not be unreasonably withheld, except
with respect to items which impact Building systems or structure or which are
visible from the Building’s exterior or common areas, in which event Landlord’s
prior approval may be withheld in Landlord’s sole discretion) prior to the
commencement of the Work.  Landlord shall
use commercially reasonable efforts to respond to Tenant’s Plans within five
(5) business days.  Such architectural
plans and specifications as have been approved by Landlord, together with any
modifications thereto approved by Landlord, are herein referred to as the “Plans”.  In the event Landlord disapproves of any
revisions or modifications to the Plans, then Landlord and Tenant shall, in
good faith, mutually attempt to resolve any disputes in a diligent and timely
manner.  The Plans shall be filed with,
and all necessary permits for the Work shall be obtained from, the appropriate
governmental agencies, at Tenant’s expense, prior to commencement of the Work,
and Landlord shall be provided with copies of such permits. 
Upon completion of the Work, the Architect shall furnish to Landlord a
complete set of the final Plans in a reproducible form such as mylars or sepias
or disk, and shall execute and deliver to Landlord a written certification the
(“Architect’s Certificate”) that the Premises have been completed, except for
any punch list items set forth therein (the “Tenant Punchlist Items”), and that
the Premises have been constructed substantially in accordance with the
Plans.  The Tenant Punchlist Items shall
be diligently completed by Tenant to Landlord’s satisfaction within a
reasonable time following the delivery of the Architect’s Certificate, but in
no event longer than sixty (60) days


 


4                                          Tenant
utilizing Malone Construction Company, as its Designated Contractor, shall, at
Tenant’s sole cost and expense and using commercially reasonable diligence,
construct or install, or cause to be constructed and installed, in or upon the
Premises, the Work in accordance with the Plans.  The Work shall be completed by Tenant:  (i) in accordance with the Plans in a good
and workmanlike manner; (ii) in compliance with all applicable laws,
ordinances, orders, rules, regulations and covenants of any state, federal,
municipal and other agency or body, including, at Tenant’s sole cost and
expense, obtaining all necessary permits, authorizations and approvals, (iii)
without voiding any Building warranties (in the event any such warranties are
so voided, Tenant shall indemnify Landlord for all costs, expenses, losses and
liabilities incurred by Landlord as a result thereof); (iv) in such a manner so
as not to unreasonably interfere with the use of the Building by other tenants
thereof, with Tenant being required to schedule and


 


1





















 


coordinate all
work by Tenant and Tenant’s contractors, sub-contractors, vendors and suppliers
through Landlord in order to minimize any noise, disturbance, nuisance or
interruption to the other tenants of the Building, with Landlord reserving the
right to require disruptive work to be performed after Normal Business Hours;
and (v) in accordance with Landlord’s construction rules and regulations for
the Building, set forth on Exhibit “C-2” attached hereto. Landlord approves
Tenant’s use of Stevens & Wilkinson & Stang & Newdow as its
designated MEP Engineer for any mechanical, electrical (excluding low voltage
items) and plumbing work associated with the Work. Landlord shall also have the
right to reasonably (i) approve the work schedule of Tenant and Tenant’s
contractors in the construction of the Work, (ii) approve Tenant’s move-in schedule for
occupancy of the Premises upon completion of the Work, and (iii) inspect the
Premises throughout construction of the Work. 
Tenant shall carry, or cause its contractor to carry, insurance coverage
in accordance with Exhibit “C-2” attached hereto. Upon Substantial Completion
(as hereinafter defined) of the Work, a representative of Tenant and a
representative of Landlord shall inspect the Premises and generate a list of “punch-list”
items, if any, which punch list items Tenant agrees to complete within a
reasonable time thereafter.  If Tenant
fails to complete the Work by the scheduled Commencement Date (as the same may
be extended pursuant to Section 3 of the Lease), all obligations under the
Lease attributable to the Premises, including, but not limited to, Tenant’s obligations
to pay Rent, shall nevertheless begin on the Commencement Date. The term “Substantial
Completion” (or any grammatical variation thereof) shall mean that the Work is
sufficiently complete so as to allow Tenant to occupy the Premises for the use
and purposes intended without unreasonable disturbance or interruption as
reasonably determined by Landlord.


 


5.                                       Landlord
or its agent may attend any preconstruction and/or construction meetings with
Tenant and the Architect or their representatives as Landlord shall deem
necessary to inform the various parties of the minimum requirements for design
and construction, to assure compliance with the terms of this Work Letter, to
coordinate construction of the Premises or for any other reason deemed
necessary by Landlord.


 


6.                                       Any
approval by Landlord of, or consent by Landlord to, any plans, specifications
or other items to be submitted to and/or reviewed by Landlord pursuant to this
Lease shall be deemed to be strictly limited to an acknowledgment of approval
or consent by Landlord thereto, and such approval or consent shall not
constitute the assumption by Landlord of any responsibility for the accuracy,
sufficiency or feasibility of any plans, specifications or other such items and
shall not imply any acknowledgment, representation or warranty by Landlord that
the design is safe, feasible, structurally sound or will comply with any legal
or governmental requirements, with Tenant being responsible for all of the
same.  The Work shall at all time remain
the property of the Landlord, subject to Landlord’s rights as set forth in
Paragraph 6 and Paragraph 12 of the Lease.


 


7.                                       The
consent by Landlord to the construction of the Work by Tenant shall not be
construed as any assumption by Landlord, either express or implied, of any
liability of any nature against Landlord, the Premises, the Building or the
Property for the payment of any labor performed or any materials furnished in
connection with the construction or installation of the Work.  In the event any such claim for payment or
any materialmen’s or mechanics’ liens are filed against Landlord, the Premises
(including Tenant’s leasehold interest therein), the Building or the Property,
then Tenant agrees to forthwith pay the same or cause such security therefore
to be deposited for the payment and discharge of the same as may be reasonably
required by Landlord.  Tenant further
agrees that, upon completion of the Work, Tenant shall provide Landlord written
lien releases from any and all contractors who have performed work in the
Premises.  Tenant does hereby indemnify,
agree to defend and save Landlord harmless from and against any and all claims,
liabilities, damages and expenses (including reasonable attorney’s fees)
suffered, paid or incurred by Landlord arising out of the construction and
installation of the Work, including, specifically, the cost of any labor
performed and materials furnished to Work.


 


8.                                       After
commencement of the Work by Tenant, any changes or upgrades to the Plans in
excess of $10,000 which impact the Building’s MEP systems, life safety system,
HVAC systems or structural integrity shall be mutually agreed upon in writing
by both Landlord and Tenant.  Upon
approval thereof by both parties, Tenant shall make those changes which are
mutually acceptable and submit the revised portions of the Plans to
Landlord.  In connection with any such
changes, Tenant may, upon request of Landlord, be required to deliver to
Landlord evidence of financing or financial capability of Tenant sufficient to
cover the excess cost, if any, resulting from such change order.  Any such changes shall be subject to Landlord’s
approval as set forth in Section 3 above. 
The additional cost of any such change orders shall be considered a cost
of the Work.


 


9.                                       Notwithstanding
anything provided in the Lease or herein to the contrary, in the event Tenant
elects (with Landlord’s approval) to use materials other than Building
Standard, Landlord shall have no obligation to provide services which are
materially different from those provided for Building Standard improvements
(including, without limitation, janitorial and cleaning services) for any
non-Building standard improvements installed, constructed or used in the
Premises.


 


10.                                 Upon
completion of the connection of Tenant’s HVAC system to the Building’s HVAC
systems, as part of the Work, Tenant shall be responsible for the cost to test
and balance such system by Landlord’s designated testing and balancing engineer
for the Building, which cost shall be deemed to be a part of the Work at costs
similar to those charged for comparable Class A suburban office buildings in
the metropolitan Atlanta, Georgia area.


 


11.                                 So
long as this Lease is in full force and effect and no Event of Default exists(a
“Failed Condition”), Landlord shall pay to Tenant in periodic installments, but
in no event more than one installment every thirty (30) days, the Allowance
toward the cost of the Work within fifteen (15) business days of the date at
such time as Tenant delivers to Landlord:


 


(i)                                     Tenant’s
invoice for payment;


(ii)                                  lien
releases from all contractors performing any portion of the work comprising the
Work which is the subject of the then current installment;


 


2





















 


(iii)                               the
Architect’s Certificate, as limited to the Work which is the subject of the
then current installment;


(iv)                              invoices,
receipts and other evidence reasonably required by Landlord to evidence the
cost of the Work which is the subject of the then current installment;


(v)                                 evidence
that Tenant has procured and paid for all permits, licenses and authorizations
required by all applicable governmental authorities relating to the Work which
is the subject of the then current installment; and


 (vi)                           a certified written
statement from the Tenant certifying to Landlord that upon Tenant’s receipt of
the Allowance, all costs relating to the Plans and the Work which is the
subject of the then current installment shall have been paid in full.


 


Notwithstanding the foregoing to the contrary, ten
percent (10%) of the Allowance (which retainage shall be reduced to 5% upon 90%
completion of the Work) may be held back and not funded by Landlord in
accordance with the foregoing until such time as Tenant delivers to Landlord
(whether as part of the periodic installment process above or otherwise):


 


(i)                                     Tenant’s
final invoice for payment;


(ii)                                  lien
releases from all contractors performing any portion of the work comprising the
Work (Tenant may charge the general contractor with the responsibility of
collecting lien releases from its sub’s);


(iii)                               the
final Architect’s Certificate;


(iv)                              a
draw request from Tenant’s general contractor using the AIA or other customary
format to evidence the cost of the Work;


(v)                                 evidence
that Tenant has procured and paid for all permits, licenses and authorizations
required by all applicable governmental authorities relating to the Work;


(vi)                              a
certified written statement from the Tenant certifying to Landlord that upon
Tenant’s receipt of the Allowance, all costs relating to the Plans and the Work
shall have been paid in full.


 


In the event of a Failed Condition, all costs
associated with the Work, the Plans and this Work Letter shall be payable by
Tenant upon demand therefor until such Failed Condition is cured, together with
all applicable late charges and interest applicable to the nonpayment of Rent
hereunder.


 


In the event that Landlord fails to timely pay the
Allowance (or any installment thereof) in accordance with this paragraph 11 and
such failure continues for more than fifteen days following receipt of written
notice for Tenant of such failure, then the unpaid amount of the Allowance
shall be increased by a late charge to be paid by Landlord in an amount equal
to five percent (5%) of the delinquent amount of the Allowance.


 


12.                                 Tenant
shall have the right to revise any and all existing improvements located within
the Premises and elevator lobbies outside the Premises as of the Delivery Date
(excluding fixtures located in the bathrooms and mechanical rooms).  Landlord shall reimburse Tenant for all
reasonable costs incurred by Tenant in connection with removal of existing
wires located in the sleeve to the 6th floor of the Building.


 


13.                                 Landlord
shall cause the repair or removal (or reimburse Tenant for the cost of such
repair) of any items outside of the interior portion of the Premises required
to be repaired or removed by any building inspector or official due to the fact
that such items do not meet current building code requirements and are not
otherwise considered “grandfathered” into previous code requirements.  Nothing, however, in this Paragraph 13 shall
require Landlord to repair or remove (or reimburse Tenant for the cost thereof)
any non-compliant items which are (a) considered “non-compliant” due to the
nature of the Work or (b) an item which the Plans require to be removed or
repaired as a part of the Work, regardless of such non-compliance.


 


3





















 


EXHIBIT “C-1”


 


BUILDING STANDARD FINISHES AND
MATERIALS


PRESTON RIDGE


 


	
  CARPET:

  	
   

  	
  Shaw Design
  Series IV (or equivalent), 30 oz. solid cut pile, 100% Solutia LXI Type 6.6
  Nylon fiber, installed direct glue.

  
	
   

  	
   

  	
   

  
	
  BASE:

  	
   

  	
  Roppe rubber
  cove base, 4” height, with wrapped corners.

  
	
   

  	
   

  	
   

  
	
  PAINT:

  	
   

  	
  Two coats of
  acrylic latex eggshell paint on walls, two coats of semi-gloss alkyd enamel
  on door frames.

  
	
   

  	
   

  	
   

  
	
  *PARTITIONS:

  	
   

  	
  Standard
  partitions are 25 ga. 3 5/8” studs on 24” centers with 1⁄2” sheetrock.

  
	
   

  	
   

  	
  Rated partitions
  are 25 ga. 3 5/8” studs on 24” centers run to deck with type X sheetrock.

  
	
   

  	
   

  	
   

  
	
  *DOORS:

  	
   

  	
  Entry doors:

  	
   

  	
  3’x8’10” flush
  wood doors, solid core 5 ply, quarter sliced mahogany with building standard
  mahogany stain.

  
	
   

  	
   

  	
  Interior doors:

  	
   

  	
  Same as entry
  doors.

  
	
   

  	
   

  	
  Frames:

  	
   

  	
  Hollow metal
  knock down frame with 2” casing.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *HARDWARE:

  	
   

  	
  Entry doors:

  	
   

  	
  Locksets:
  Schlage L9453 lockset in 626 finish.

  
	
   

  	
   

  	
   

  	
   

  	
  Hinges: Hager
  ball bearing hinges.

  
	
   

  	
   

  	
   

  	
   

  	
  Closer: LCN
  heavy duty closer.

  
	
   

  	
   

  	
  Interior doors:

  	
   

  	
  Lock and passage
  sets: Schlage D10S and D53, in 626 finish.

  
	
   

  	
   

  	
   

  	
   

  	
  Hinges: Hager
  standard hinges, US 26D

  
	
   

  	
   

  	
   

  	
   

  	
  Wall stops: US
  26D

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  *CEILINGS:

  	
   

  	
  2x2 acoustical
  tile in 15/16” exposed white grid by Donne. Tile to be USG “Acoustone”
  Glacier 707 white, foil backed with Shadowline edge.

  
	
   

  	
   

  	
   

  
	
  *SPRINKLERS:

  	
   

  	
  Semi recessed
  pendent heads.

  
	
   

  	
   

  	
   

  
	
  *LIGHTS:

  	
   

  	
  2x4 two tube 12
  cell parabolic lens fluorescent fixtures by Thomas. Day Brite model #
  2P3GC232-26SL-277; sp 35 tubes.

  
	
   

  	
   

  	
   

  
	
  *EXIT LIGHTS:

  	
   

  	
  Cast aluminum
  housing, self contained emergency power pack for 90min. operation. Pure lead
  maintenance free battery. 277V, edge lit LED type.

  
	
   

  	
   

  	
   

  
	
  *HVAC:

  	
   

  	
  Perimeter slot
  diffusers served by PIU’s and interior 2x2 lay in perforated grille diffusers
  served by VAV’s.

  
	
   

  	
   

  	
   

  
	
  *BLINDS:

  	
   

  	
  1” horizontal
  mini blinds in building standard color.

  



 


 


Note:  items with an asterisk (*) indicate building
requirement, all other items are optional.


 


1





















 


EXHIBIT “C-2”


 


RULES & REGULATIONS


 


The following states The
Work and the Rules and Regulations governing construction work and construction
practices at Childress Klein Properties owned or managed properties.


 


Before starting any
construction projects, please read the information contained in this article thoroughly,
sign and date the final page, and return it to Childress Klein Properties at
300 Galleria Parkway N.W., Suite 600; Atlanta, Georgia 30339; Attn: Tenant
Finish Construction Manager.


 


1.                                       DEFINITIONS:


 


A.           The
Work is defined as that service
for which the Contractor has been retained.


 


B.             The
Project is defined as the area or
suite in which the work is to be performed.


 


C.             The
Building is defined as the
structure in which the Project is located.


 


D.            The
Property is defined as the parcel
of land on which the Building is located.


 


E.              The
Building Operating Hours for
construction are:  Monday-Friday  (7:00 a.m.-                            6:00 p.m.);  Saturday (8:00 a.m.-1:00 p.m.).


 


2.                                       CONSTRUCTION:


 


A.           The
Contractor is required to make a pre-site survey reporting any existing damage
within the site and common areas leading to the site, and furnish a copy to the
Tenant Finish Construction Manager. 
Childress Klein Properties must be notified in writing in advance of any
work to be done before 7:00 a.m. or after 6:00 p.m. Monday through Friday or on
a weekend or holiday.  Notification will
be given utilizing a properly completed “Access Authorization” form submitted
to Childress Klein Properties for approval.


 


B.             THE
CONTRACTOR IS REQUIRED TO FURNISH CHILDRESS KLEIN PROPERTIES WITH AS-BUILT
DRAWINGS AND ACKNOWLEDGES THAT PAYMENT WILL NOT BE MADE UNTIL THEY ARE RECEIVED
BY CHILDRESS KLEIN PROPERTIES. The as-built drawings provided to Childress
Klein Properties shall indicate all revisions to the Building systems (HVAC,
electrical including panel directory, sprinkler, plumbing, fire, life safety,
etc.) as well as the As-Built Finish Schedule.


 


All Contractors
and sub-contractors must sign in with Building security at the Operations
Control Center located in the loading dock of Tower 200 at the Galleria or at
the security office next to loading dock of 999 Peachtree and provide proper
identification before they will be provided access to project for deliveries
and / or construction.  All Contractors
and sub-contractors must comply with Childress Klein Properties access
procedures.


 


C.             Childress
Klein Properties must be notified in writing at least forty-eight (48) hours
in advance of any work required to be done in the public space or common
areas of the Building.  This work may not
be done during Building Operating Hours without prior approval of Childress
Klein Properties.


 


D.            Childress
Klein Properties must be notified at least forty-eight (48) hours in advance
of any work which would require a Contractor to enter a tenant suite other than
the Project so that approval for such entry may be obtained from that
tenant.  Permission to enter a tenant
suite other than the Project will not be unreasonably withheld.  The Contractor shall be liable for any damage
to the tenant suite including any of its furnishings and fixtures resulting
from the work done.  Upon completion of
the work or before the beginning of the next business day the tenant suite
shall be restored to its prior condition.


 


E.              Childress
Klein Properties must be notified in writing at least forty-eight (48) hours
in advance of any work which would require the shutting down or affect the
operation of any Building system (HVAC, electrical, domestic water lines,
chilled water or condenser water lines, sprinkler, and life safety systems) so
that adequate notice may be given to the tenants. This work may not be done
during Building Operating Hours.


 


F.              Any
work which will generate noise levels or odors unacceptable to Childress Klein


Properties
or their tenants (including but not limited to coring of the concrete slabs,
hammer drilling, varnishing doors, chipping up VCT, and sprinkler drain-down)
may not be performed during Building Operating Hours (7:00 a.m. - 6:00


 


1





















 


p.m.
Monday through Friday, and Saturday from 8 a.m. - 1:00 p.m.) without prior
written approval of Childress Klein Properties.


 


G.             All
Work shall be done in a professional and workmanlike manner with particular
attention paid to any work which might inconvenience another tenant.


 


3.                                       DELIVERIES:


 


A.           Deliveries
of material in a quantity no larger than one freight elevator cab trip can be made
during the Building’s Operating Hours (7:00 a.m. until 6:00 p.m. Monday through
Friday). Deliveries of materials in excess of one freight elevator cab trip
must be made during hours other than the Building’s Operating Hours, and must
be arranged in advance through Childress Klein Properties, and may involve
reimbursement of security costs of $25.00 per hour.


 


B.             The
Contractor is responsible for restoring the Property, Elevators and Building to
its prior condition immediately following all deliveries.


 


C.             Building
Standard Finishes (walls, flooring, and doors / frames) in all common areas
must be protected from damage.


 


D.            The
Contractor shall be held liable for any and all damage resulting from any
delivery. Any damage shall be reported immediately to Childress Klein
Properties and corrected in a timely manner acceptable to Childress Klein
Properties.  Childress Klein Properties
reserves the right to perform repairs and deduct expense from Contract sum.


 


E.              All
deliveries must be received at the Project. 
At no time shall any material be stored in any location other than the
Project without the prior approval of Childress Klein Properties.  No hazardous materials may be stored in the
Project at any time.


 


F.              Delivery
vehicles must utilize the Loading Dock provided at the Building and vacate the
space immediately upon completion of the delivery.  Drivers of vehicles should report to the
Building Dockmaster, or Security Operations.


 


G.             All
deliveries must utilize the service elevator. 
At no time will the passenger elevator be used for deliveries.


 


4.                                       ELEVATOR
USAGE:


 


A.           All
workmen must use the service elevator. 
At no time may workmen use a passenger elevator.


 


B.             The
Contractor shall be liable for all costs incurred resulting from any damage
done to the elevator (including the elevator cab finishes) due to the
Contractor’s, employees, any of his sub-contractors, or vendors by
over-loading, unbalanced loading or any other misuse of the elevator.  Damage must be reported immediately after it
occurs.


 


2





















 


5.                                       DEBRIS/SURPLUS
MATERIAL REMOVAL:


 


A.           Debris
or surplus material will not be allowed to collect in the Project or in the
Building.  Debris will not be allowed to
be stockpiled on the floor.


 


B.             All
debris shall be removed from the Property the same day it is removed from the
Project unless it is placed in an on-Property trash receptacle.  Childress Klein Properties reserves the right
to approve type, location, size, and pick-up schedule of all trash
receptacles located on the property.  In
no event may trash or debris from the Project be placed in a Building
receptacle or another contractor’s trash receptacle without prior
approval.  Charges for improper dumping
will be deducted from Contract sum. 
Debris or any material should not be “staged” in a building hallway or
exit corridor.


 


C.             All
organic debris resulting from workmen’s breaks or lunch shall be placed in a
trash receptacle on the job site and removed daily.


 


6.                                       DEMOLITION:


 


A.           All
construction material, finish material, fixtures, etc. in the Project are the
property of Childress Klein Properties. 
At no time shall any construction material, finish material, fixtures,
etc. be removed from the Property without the prior approval of Childress Klein
Properties.  Contractor shall coordinate
with Tenant Finish Construction Manager and be responsible for the return of
all unused materials to Building storage.


 


B.             Tenant
spaces to be demolished will generally have temperature sensors and/or
thermostats installed.  These temperature
sensors or thermostats may control HVAC equipment servicing other suites.  When demolishing a tenant space, the
Contractor will be responsible for ensuring that the temperature sensor or
thermostat is not interrupted or otherwise adversely affected. When a
thermostat is located on a wall to be demolished, the cable should be coiled
and placed above the ceiling with sensor / thermostat intact. At no time shall
a temperature sensor or thermostat be removed without the prior approval of Childress
Klein Properties.  The Contractor will be
responsible for any damage to or loss of temperature sensors or thermostats.


 


7.                                       MECHANICAL/ELECTRICAL/TELEPHONE
ROOM ACCESS:


 


A.           Access
to the Mechanical/Electrical/Telephone rooms is granted on an as needed basis.  The Contractor requiring access to these
rooms must notify Childress Klein Properties twenty-four (24) hours in advance
in order to generate a security pass to access the room. Once access is
approved, a key will be made available to the person requesting access.  This key must be picked up in person at the
Galleria Security office (Tower 200 Basement, or at the engineer’s office in
Preston Ridge or Windward Fairways) on the day access is required.  To obtain a key you will be required to leave
a picture ID such as a driver’s license, or a key acquisition card.  All keys must be returned by 5:30 p.m.
on the same day they were checked out.


 


B.             Special
Exception for Southern Bell:  
Southern Bell employees will be allowed to check out a key to the Mechanical/Electrical/Telephone
rooms without leaving their driver’s license only upon production of
their Southern Bell identification and a valid Southern Bell work order
indicating work is to be done on the floor for which access is requested.


 


8.                                       GENERAL:


 


A.           Contractor
must provide Childress Klein Properties a forty-eight (48) hours notice prior
to mobilizing to perform floor coring. 
The work must occur outside of Building Operating hours before coring
all floors must be x-rayed unless pre-approved by Childress Klein Properties.


 


B.             Contractor
personnel must be appropriately clothed (shirts, pants and shoes) at all times
while on the Property or in the Building. 
Childress Klein Properties reserves the right to ask any worker it deems
improperly attired to leave the Property.


 


C.             Contractor
personnel may not eat or take breaks in the public areas (other than
restaurants or designated eating areas) of the Building.


 


D.            Contractor
personnel must park their personal vehicles in the following designated                 areas:


 


•                  Galleria 100 - Third (top) level of
the parking deck.


•                  Galleria 200 - Levels E, F, or G
(located below the loading dock level).


•                  Galleria 300 - Levels E, F, or G
(located below the loading dock level).


•                  Galleria 700 - Top deck level.


•                  999 First Union Plaza - Loading dock
level.


•                  Preston Ridge - Upper or side lot.


•                  Windward Fairways - Upper or side
lot.


 


3





















 


E.              Contractor
personnel must enter the Building through the loading dock entry.


 


F.              Contractor
personnel shall not deface in any way the walls, ceilings, floors, fixtures, or
furnishings in the Project or Building or on the Property.


 


G.             The
Contractor shall be held liable for all damage done to the Property, Project or
the Building by any of his personnel or subcontractors.  Any damage shall be reported immediately to
Childress Klein Properties and corrected in a timely manner acceptable to
Childress Klein Properties.


 


H.            While
on the Property, all workmen shall conduct themselves in a professional manner.


 


I.                 Workmen
shall use restrooms and drinking fountains only on the floor on which the
Project is located unless another area is specified by Childress Klein
Properties.


 


J.                All
requests of and notifications to Childress Klein Properties shall be made by
contacting Childress Klein Properties Tenant Finish Construction Manager at
(770) 859-1200, Fax # (770) 859-1253.


 


K.            The
Contractor recognizes that the Galleria complex is a non-smoking facility.  Contractor personnel will only be allowed to
smoke in the buildings designated smoking areas.


 


L.              Contractor is
responsible for security of Project and any stored tools and materials
therein.  Childress Klein Properties will
not be held responsible for any theft or vandalism that may occur.


 


M.         No
radios or musical devices of any type shall be allowed on the Project.


 


N.            Contractor
shall take precautions to avoid setting off the fire alarm system (i.e. sweeping,
smoking, soldering, welding, in close vicinity of a smoke detector).


 


O.            Contractors
are not to prop open any doors to secured areas or building stairwells or service
elevator lobbies.


 


9.                                       PENALTIES:


 


A.           Any
Contractor, sub-contractor or workman violating any of the above Rules and
Regulations will be, at the discretion of Childress Klein Properties, removed
from the Project and permanently barred from the Property.


 


4





















 


EXHIBIT “D”


 


TENANT LEASE ESTOPPEL CERTIFICATE


 


	
  Landlord:

  	
   

  	
  GERMANIA
  PROPERTY INVESTORS XXXIV, L.P., a Georgia limited partnership

  
	
   

  	
   

  	
   

  
	
  Tenant:

  	
   

  	
                                                       ,     

  
	
   

  	
   

  	
   

  
	
  Premises:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Area:

  	
   

  	
  Sq. Ft.

  	
   

  	
  Lease Date:

  	
   

  	
   

  



 


The
undersigned Tenant under the above-referenced lease (the “Lease”) hereby
ratifies the Lease and certifies to                                     (“Landlord”) as owner of the real property of
which the premises demised under the Lease (the “Premises”) is a part, as
follows:


 


1.                                       That
the term of the Lease commenced on                           ,
20         and the Tenant is in full
and complete possession of the Premises demised under the Lease and has
commenced full occupancy and use of the Premises, such possession having been
delivered by Landlord and having been accepted by the Tenant.


 


2.                                       That
the Lease calls for monthly Rent installments as outlined in Paragraph 4 of the
Lease dated                        , and
Tenant has made all monthly installments of Rent required to date.  The current monthly Net Rent is $              and the current monthly Expense
Stop Rent is $                .


 


3.                                       That
no advance rental or other payment has been made in connection with the Lease,
except rental for the current month. 
There is no “free rent” or other concession under the remaining term of
the Lease (except for the abated Rent during the first twelve (12) months of
the Term), and the Rent has been paid to and including                             ,
20        .


 


4.                                       That
a security deposit in the amount of $              
is being held by Landlord, which amount is not subject to any set off reduction
or to any increase for interest or other credit due to Tenant.


 


5.                                       That,
to the Tenant’s actual knowledge, all obligations and conditions under said
Lease to be performed to date by Landlord or Tenant have been satisfied, free
of defenses and set-offs including all construction work in the Premises.


 


6.                                       That
to the Tenant’s actual knowledge the Lease is a valid lease and in full force
and effect and represents the entire agreement between the parties; that there
is no existing default on the part of Landlord or the Tenant in any of the
terms and conditions thereof and no event has occurred which, with the passing
of time or giving of notice to both, would constitute an Event of Default, and
that said Lease has:  (Initial One)


 


(    )                            not
been amended, modified, supplemented, extended, renewed or assigned.


 


(    )                            been amended, modified,
supplemented, extended, renewed or assigned as follows by the following
described agreements:


 


 


 


7.                                       That
the Lease provides for a primary term of                   
months; the term of the Lease expires on the           
day of                        ,
20          ; and that:  (Initial One)


 


(    )                            neither the Lease nor any
of the documents listed in Paragraph 6 (if any), contain an option for any
additional term or terms.


 


(    )                            the Lease and/or the
documents listed under Paragraph 6, above, contain an option for                   
additional term(s) of               
year(s) and                   
month(s) (each) at a  rent to be
determined as follows:


 


 


 


8.                                       That,
to the Tenant’s actual knowledge, Landlord has not rebated, reduced or waived
any amounts due from Tenant under the Lease, whether orally or in writing, nor
has Landlord provided financing for, made loans or advances to, or invested in
the business of Tenant.


 


1





















 


9.                                       That,
to the Tenant’s actual knowledge, there is no apparent or likely contamination
of the real property or the Premises by hazardous materials, and Tenant does
not use, nor has Tenant disposed of, hazardous materials in violation of  environmental laws on the real property or
the Premises.


 


10.                                 That,
to the Tenant’s actual knowledge, there are no actions, voluntary or
involuntary, pending against the Tenant under the bankruptcy laws of the United
States or any state thereof.


 


11.                                 That
this certification is made knowing that the Landlord is relying upon the
representation herein made.


 


12.                                 The
undersigned further acknowledges that:


 


(a)                                 Buyer
or Buyer’s assignee is purchasing Landlord’s interest in the property which
includes the     Premises and, in
connection with that purchase, will be receiving an assignment of Landlord’s
interest under the Lease;


 


(b)                                Landlord,
Buyer and Buyer’s successors, agents and assigns (including, but not limited to
subsequent purchasers, lenders and title insurers) will be relying upon each of
the statements contained herein in connection with Buyer’s purchase of the
property of which the Premises are a part and but for the assurances and
agreements contained herein Buyer would not purchase the property of which the
Premises are a part; and


 


 


	
   

  	
  Tenant:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
       a

  	
   

  
	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   Typed Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   Title:

  	
   

  
								



 


2





















 


EXHIBIT “E”


 


GENERAL CLEANING SPECIFICATIONS


 


The following service
procedures will be performed as indicated:


 


OFFICES


 


	
  Item

  	
   

  	
  Procedure

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Empty all
  wastebaskets and trash containers

  	
   

  	
  Daily

  
	
  2.

  	
   

  	
  Replace trash
  liners

  	
   

  	
  As needed

  
	
  3.

  	
   

  	
  Empty and damp
  wipe all ashtrays

  	
   

  	
  Daily

  
	
  4.

  	
   

  	
  Dust all
  horizontal surfaces below 6’

  	
   

  	
  Weekly

  
	
  5.

  	
   

  	
  Dust all
  vertical surfaces

  	
   

  	
  Weekly

  
	
  6.

  	
   

  	
  Dust all high
  ledges, shelves, pictures, frames, blinds

  	
   

  	
  Weekly

  
	
  7.

  	
   

  	
  Vacuum carpets
  (traffic lanes)

  	
   

  	
  Daily

  
	
  8.

  	
   

  	
  Vacuum carpets
  (upright, reachable)

  	
   

  	
  Weekly

  
	
  9.

  	
   

  	
  Close vacuum
  (tank vac)

  	
   

  	
  Monthly

  
	
  10.

  	
   

  	
  Clean HVAC
  diffusers

  	
   

  	
  Quarterly

  
	
  11.

  	
   

  	
  Spot clean
  partition glass

  	
   

  	
  Daily

  
	
  12.

  	
   

  	
  Wash all
  partition glass - clean with squeegee

  	
   

  	
  Quarterly

  
	
  13.

  	
   

  	
  Clean and
  sanitize drinking fountain

  	
   

  	
  Daily

  
	
  14.

  	
   

  	
  Clean and
  sanitize telephones

  	
   

  	
  Weekly

  
	
  15.

  	
   

  	
  Wipe down
  elevator doors

  	
   

  	
  Weekly

  
	
  16.

  	
   

  	
  Clean and
  organize janitor’s closets

  	
   

  	
  Daily

  
	
  17.

  	
   

  	
  Sweep and mop
  janitor’s closet floor

  	
   

  	
  Monthly

  
	
  18.

  	
   

  	
  Remove staples
  from carpets

  	
   

  	
  Weekly

  
	
  19.

  	
   

  	
  Spot clean
  doors, frames and hardware

  	
   

  	
  Weekly

  
	
  20.

  	
   

  	
  Vacuum
  upholstery

  	
   

  	
  Monthly

  
	
  21.

  	
   

  	
  Dust elevator
  doors

  	
   

  	
  Daily

  
	
  22.

  	
   

  	
  Clean kitchen
  counter tops

  	
   

  	
  Daily

  
	
  23.

  	
   

  	
  Clean kitchen
  sinks

  	
   

  	
  Daily

  
	
  24.

  	
   

  	
  Wet mop and
  sweep vinyl composition tile

  	
   

  	
  Daily

  
	
  25.

  	
   

  	
  Spray buff vinyl
  composition tile

  	
   

  	
  Monthly

  
	
  26.

  	
   

  	
  Re-coat vinyl
  composition tile

  	
   

  	
  Quarterly

  
	
  27.

  	
   

  	
  Strip and
  re-coat vinyl composition tile

  	
   

  	
  Annually

  
	
  28.

  	
   

  	
  Sweep wood
  floors

  	
   

  	
  Daily

  
	
  29.

  	
   

  	
  Damp spot mop
  wood floors

  	
   

  	
  Daily

  
	
  30.

  	
   

  	
  Spray clean and
  buff wood floors

  	
   

  	
  Weekly

  
	
  31.

  	
   

  	
  Sweep and mop
  stairwells

  	
   

  	
  Weekly

  
	
  32.

  	
   

  	
  Spot clean stairwells

  	
   

  	
  Daily

  
	
  33.

  	
   

  	
  Sweep and mop
  Emergency Exit

  	
   

  	
  Weekly

  
	
  34.

  	
   

  	
  Spot clean
  Emergency Exit

  	
   

  	
  Daily

  
	
  35.

  	
   

  	
  Clean Emergency
  Exit doors

  	
   

  	
  Weekly

  



 


RESTROOMS


 


	
  Item

  	
   

  	
  Procedure

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Empty all trash
  containers

  	
   

  	
  Daily

  
	
  2.

  	
   

  	
  Spot clean all
  mirrors

  	
   

  	
  Daily

  
	
  3.

  	
   

  	
  Clean and
  disinfect commodes, lavatories and urinals, inside and outside, clean commode
  seats, clean upper and lower sides using germicidal cleaner

  	
   

  	
  Daily

  
	
  4.

  	
   

  	
  Clean all
  lavatory hardware and chrome fixtures

  	
   

  	
  Daily

  
	
  5.

  	
   

  	
  Clean all wall
  tile with damp cloth around commodes, lavatories and urinals

  	
   

  	
  Daily

  
	
  6.

  	
   

  	
  Wet mop all
  floors using germicidal detergent

  	
   

  	
  Daily

  
	
  7.

  	
   

  	
  Refill all
  towel, tissue holders and soap dispensers

  	
   

  	
  Daily

  
	
  8.

  	
   

  	
  Spot clean
  toilet partitions with germicidal cleaner

  	
   

  	
  Weekly

  
	
  9.

  	
   

  	
  Spot scrub
  floors with band brush

  	
   

  	
  Monthly

  
	
  10.

  	
   

  	
  Wash all
  restroom walls (ceiling to floor and partitions)

  	
   

  	
  Monthly

  
	
  11.

  	
   

  	
  Clean air vents

  	
   

  	
  Monthly

  
	
  12.

  	
   

  	
  Squeegee clean
  mirrors

  	
   

  	
  Monthly

  



 


1





















 


ELEVATORS


 


	
  Item

  	
   

  	
  Procedure

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Clean and polish
  finishes (brass, chrome, wood)

  	
   

  	
  Daily

  
	
  2.

  	
   

  	
  Vacuum carpets

  	
   

  	
  Daily

  
	
  3.

  	
   

  	
  Clean elevator
  tracks

  	
   

  	
  Daily

  
	
  4.

  	
   

  	
  Dust elevator
  doors

  	
   

  	
  Daily

  
	
  5.

  	
   

  	
  Clean carpets

  	
   

  	
  As needed

  
	
  6.

  	
   

  	
  Steam extract
  carpets

  	
   

  	
  As needed

  
	
  7.

  	
   

  	
  Edge vacuum
  carpets

  	
   

  	
  Daily

  



 


BUILDING
EXTERIOR


 


	
  Item

  	
   

  	
  Procedure

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Police area
  around building, parking lot, shrubbery and dumpster pad

  	
   

  	
  Daily

  
	
  2.

  	
   

  	
  Remove cigarette
  butts from sidewalk entrance

  	
   

  	
  Daily

  
	
  3.

  	
   

  	
  Clean building
  first floor reachable atrium exterior glass inside and out

  	
   

  	
  Weekly

  
	
  4.

  	
   

  	
  Polish entrance
  sign

  	
   

  	
  Monthly

  
	
  5.

  	
   

  	
  Clean mailbox
  area

  	
   

  	
  Daily

  
	
  6.

  	
   

  	
  Clean light
  bollard and front door entrance

  	
   

  	
  Weekly

  
	
  7.

  	
   

  	
  Wash windows

  	
   

  	
  Twice annually

  



 


ATRIUM
AND ELEVATOR LOBBIES


 


	
  Item

  	
   

  	
  Procedure

  	
   

  	
  Frequency

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Spot clean all
  entrance glass

  	
   

  	
  Daily

  
	
  2.

  	
   

  	
  Polish all metal
  and wood trim

  	
   

  	
  Daily

  
	
  3.

  	
   

  	
  Clean and polish
  building directory on each floor

  	
   

  	
  Daily

  
	
  4.

  	
   

  	
  Vacuum all
  carpet

  	
   

  	
  Daily

  
	
  5.

  	
   

  	
  Spot clean
  carpet

  	
   

  	
  Daily

  
	
  6.

  	
   

  	
  Low dust

  	
   

  	
  Weekly

  
	
  7.

  	
   

  	
  Dust walls within
  reach

  	
   

  	
  Monthly

  
	
  8.

  	
   

  	
  Completely clean
  entrance door glass

  	
   

  	
  Weekly

  
	
  9.

  	
   

  	
  Clean elevator
  carpet

  	
   

  	
  As needed

  
	
  10.

  	
   

  	
  Damp mop hard
  surface floors

  	
   

  	
  Daily

  
	
  11.

  	
   

  	
  Dust mop hard
  surface floors

  	
   

  	
  Daily

  
	
  12.

  	
   

  	
  Clean ash urns
  in elevator lobbies

  	
   

  	
  Daily

  



 


2





















 


EXHIBIT “F”


 


GUARANTY


 


IN
CONSIDERATION OF, and as an inducement for the execution by GERMANIA PROPERTY INVESTORS XXXIV, L.P., a
Georgia limited partnership (“Landlord”), of that certain Lease Agreement dated
                    ,
2004 (the “Lease”) between Landlord and
NEENAH PAPER, INC., a Delaware corporation (“Tenant”), demising to
Tenant a leasehold estate in and to space (the “Premises”) in that certain
building known as Preston Ridge III, situated in Alpharetta, Georgia, the
undersigned Guarantor (jointly and severally, the “Guarantor”) hereby
unconditionally guarantees to Landlord (and its successors and assigns) the
full and timely payment of all amounts owed by Tenant (or its successors and
assigns) under the Lease, and further hereby unconditionally guarantees the
full and timely performance and observance of all the covenants, terms,
conditions and agreements therein provided to be performed and observed by
Tenant (or its successors and assigns). 
Guarantor hereby covenants and agrees to and with Landlord (and its
successors and assigns) if Tenant (or its successors and assigns) should
default in the payment of any such rent and any and all other sums and charges
payable by Tenant (or its successors and assigns) under the Lease, or if Tenant
(or its successors and assigns) should default in the performance and
observance of any of the covenants, terms, conditions or agreements contained
in the Lease, Guarantor will forthwith pay such rent and other sums and charges,
and any arrears thereof, to Landlord (or its successors and assigns), and will
forthwith faithfully perform and fulfill all of such terms, covenants,
conditions and agreements, and will forthwith pay to Landlord (or its
successors and assigns), all damages, costs and expenses that may arise in
consequence of any default by Tenant (or its successors and assigns) under the
Lease, including without limitation all reasonable attorneys’ fees, court
costs, accounting fees, investigation costs and other disbursements incurred by
Landlord (or its successors and assigns) or caused by any such default and/or
by the enforcement of this Guaranty.


 


This
Guaranty is an absolute and unconditional Guaranty of payment and of
performance.  It shall be enforceable
against Guarantor (and its successors and assigns) without the necessity of any
suit or proceedings on Landlord’s part of any kind or nature whatsoever against
Tenant (or its successors and assigns) and without the necessity of any notice
of nonpayment, nonperformance or nonobservance of any notice of acceptance of
this Guaranty, or of any other notice or demand to which Guarantor might
otherwise be entitled, all of which Guarantor (for Guarantor and Guarantor’s
successors and assigns) hereby expressly waives.  Guarantor hereby expressly agrees that the
validity of this Guaranty and the obligations of Guarantor hereunder shall in
no way be terminated, affected, diminished or impaired by reason of the
assertion or the failure to assert by Landlord against Tenant (or against
Tenant’s successors and assigns) of any of the rights or remedies reserved to
Landlord pursuant to the provisions of the Lease or by relief of Tenant from
any of Tenant’s obligations under the Lease or otherwise by:  (a) the release or discharge of Tenant in any
creditor’s proceedings, receivership, bankruptcy or other proceedings; (b) the
impairment, limitation or modification of the liability of Tenant or the estate
of Tenant in bankruptcy, or of any remedy for the enforcement of Tenant’s said
liability under the Lease, resulting from the operation of any present or
future provision of the Federal Bankruptcy Code, as amended from time to time,
or any other statute, or from the decision in any court; or (c) the rejection
or disaffirmance of this Lease in any such proceedings.


 


This
Guaranty shall be a continuing guaranty and the liability of Guarantor shall in
no way be affected, modified or diminished by reason of any assignment (except
as set forth below), amendment, renewal, expansion, supplement, modification or
waiver of, or change in, any of the terms, covenants, conditions or provisions
of the Lease, or by reason of any extension of time that may be granted by
Landlord to Tenant (or its successors or assigns) or a changed or different use
of the Premises consented to in writing by Landlord and Tenant, its successors
and assigns, whether or not notice thereof is given to Guarantor.


 


Guarantor
expressly waives any and all defenses arising by reason of any amendment,
modification, extension or renewal of the Lease, any failure to give notice of
default, any failure to pursue potential remedies with due diligence, any
failure to resort to other security or other remedies available to Landlord
under the Lease, any failure of Landlord to take any action to terminate the
Lease, or to take possession of and relet the Premises for Tenant’s account
except as set forth in the Lease, and any and all defenses arising out of the
guarantor-principal relationship, and the same shall not operate to release
Guarantor from any of its undertakings as set forth herein.


 


Landlord’s
consent to any assignment or assignments, and successive assignments by Tenant
and Tenant’s assigns of the Lease, made either with or without notice to
Guarantor, shall in no manner whatsoever release Guarantor from any liability
as Guarantor, except as specifically provided in the Lease or in conjunction
with such assignment.


 


The
assignment by Landlord of the Lease, and/or the avails and proceeds thereof,
made either with or without notice to Guarantor, shall in no manner whatsoever
release Guarantor from any liability as Guarantor hereunder.  The term “Landlord” as used herein shall be
deemed to include Landlord’s successors and assigns.  Capitalized terms not herein defined shall
have the meanings ascribed to such terms in the Lease.


 


All of
Landlord’s rights and remedies under the Lease or under this Guaranty are
intended to be distinct, separate and cumulative, and no such right and remedy
therein or herein mentioned is intended to be in exclusion of or a waiver of
any of the others.  The obligation of
Guarantor hereunder shall not be released by Landlord’s receipt, application,
release or compromise of security or other guarantees given for the performance
and observance of covenants and conditions required to be performed and
observed by Tenant under Lease, nor shall Guarantor be released by the
maintenance of or execution upon any lien which Landlord may have or assert
against Tenant and/or Tenant’s assets.


 


1





















 


Until
all the covenants and conditions in the Lease on Tenant’s part to be performed
and observed are fully performed and observed, Guarantor (a) shall have no
right of subrogation against Tenant by reason of any payments or acts or performance
by Guarantor in compliance with the obligations of Guarantor hereunder; (b)
waives any right to enforce any remedy which Guarantor now or hereafter shall
have against Tenant by reason of any one or more payment or acts or performance
in compliance with the obligations of Guarantor hereunder; and (c) subordinates
any liability or indebtedness of Tenant now or hereafter held by Guarantor to
the obligations of Tenant to Landlord under the Lease.


 


This
Guaranty, and Guarantor’s obligations hereunder, shall be governed by and
construed under the laws of the State of Georgia, and all obligations of the
parties hereto shall be performable in Fulton County, Georgia.


 


Guarantor
represents and warrants that the value of the consideration received and to be received
by Guarantor is reasonably worth at least as much as the liability and
obligations of Guarantor hereunder, and such liability and obligations may
reasonably be expected to benefit Guarantor directly or indirectly.


 


Notwithstanding
anything herein to the contrary, this Guaranty shall terminate automatically
without further acts by Guarantor or Lessor upon the occurrence of the Closing
(as that term is defined in the Lease). 
Notwithstanding anything herein to the contrary, following the Closing,
the Guarantor shall have no liability under this Guaranty or the Lease
whatsoever.


 


[Signatures
appear on the following page]


 


2





















 


IN
WITNESS WHEREOF, Guarantor has executed this Guaranty under seal this         
day of                             ,
2004.


 


 


	
  Signed, sealed
  and delivered

  in the presence
  of:

  	
  GUARANTOR:

  
	
   

  	
   

  
	
   

  	
   

  	
  KIMBERLY-CLARK
  CORPORATION,

  a Delaware
  corporation

  
	
  Unofficial
  Witness

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
  Notary Public

  	
   

  	
  Title:

  	
   

  	
   

  
	
  My Commission
  Expires:

  	
  Tax ID#:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Notary Seal]

  	
   

  	
  Address for
  Notice Purposes:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
										



 


3





















 


EXHIBIT “G”


 


PRESTON
RIDGE III


 


LEGAL
DESCRIPTION


OF
PROPERTY


 


All that tract or parcel of land lying in and
being in Land Lot 1 of the 1st District, 1st Section,
Land Lot 1244 of the 2nd District, 1st Section, Land Lot
1261 of the 2nd District. 2nd Section, and Land Lot 910
of the 1st District, 2nd Section, Fulton County, City of
Alpharetta, Georgia, and being more particularly described as follows:


 


Commence at the intersection of the
northeasterly right-of-way of Preston Ridge Road(having a variable
right-of-way), with the northwesterly right-of-way of North Point
Parkway(having a 120 foot right-of-way) if the tangent of said right-of-way of
Preston Ridge Road were projected to intersect with the projected arc of said
right-of-way of North Point Parkway;


 


THENCE North 64 degrees 13 minutes 24 seconds
West for a distance of 30.13 feet to a 1/2” rebar found on the Northerly
right-of-way of Preston Ridge Road;


 


THENCE along the northerly right-of-way of
Preston Ridge Road the following courses and distances;


 


THENCE North 64 degrees 13 minutes 24 seconds
West for a distance of 82.78 feet to a 1/2” rebar found;


 


THENCE along a curve to the left having a radius
of 560.87 feet and an arc length of 294.18 feet, being subtended by a chord of
North 79 degrees 14 minutes 59 seconds West for a distance of 290.82 feet to a
1/2” rebar found;


 


THENCE South 85 degrees 43 minutes 27 seconds
West for a distance of 243.38 feet to a 1/2” rebar found, said point being the
POINT OF BEGINNING;


 


THENCE South 85 degrees 43 minutes 27 seconds
West for a distance of 182.54 feet to a 1/2” rebar found;


 


THENCE along a curve to the left having a radius
of 921.47 feet and an arc length of 381.95 feet, being subtended by a chord of
South 73 degrees 50 minutes 59 seconds West for a distance of 379.22 feet to a
1/2” rebar found;


 


THENCE South 64 degrees 28 minutes 12 seconds
West for a distance of 104.26 feet to a point;


 


THENCE North 16 degrees 14 minutes 08 seconds
West for a distance of 442.21 feet leaving the northerly right-of-way of
Preston Ridge Road to a point;


 


THENCE South 85 degrees 45 minutes 40 seconds
West for a distance of 184.09 feet to a point;


 


THENCE North 03 degrees 46 minutes 46 seconds
West for a distance of 345.98 feet to a point;


 


THENCE North 83 degrees 23 minutes 47 seconds
East for a distance of 790.21 feet to 1/2” rebar found;


 


THENCE South 05 degrees 38 minutes 53 seconds
East for a distance of 118.50 feet to a 1/2” rebar found;


 


THENCE South 44 degrees 28 minutes 48 seconds
East for a distance of 203.17 feet to a 1/2” rebar found;


 


THENCE South 04 degrees 16 minutes 33 seconds
East for a distance of 421.33 feet THE POINT OF BEGINNING


 


Said property contains 12.767 acres more or
less.


 


1





















 


EXHIBIT “H”


 


INSURANCE


 


1.                                      COMMERCIAL
GENERAL LIABILITY POLICY (1986 or later edition)


 


General
Liability Limits:


 


	
  $

  	
  2,000,000

  	
   

  	
  General
  Aggregate

  
	
  $

  	
  2,000,000

  	
   

  	
  Products and
  Completed 0perations

  
	
  $

  	
  1,000,000

  	
   

  	
  Personal and
  Advertising Injury

  
	
  $

  	
  1,000,000

  	
   

  	
  Each Occurrence

  
	
  $

  	
  50,000

  	
   

  	
  Fire Damage
  Limit (any one fire)

  
	
  $

  	
  5,000

  	
   

  	
  Medical Expense
  Limit (any one person)

  



 


Said policy shall have a commercially reasonable
deductible or Self Insured Retention.


 


2.                                      UMBRELLA
/ EXCESS LIABILITY


 


General
Limits:


 


	
  $

  	
  1,000,000

  	
   

  	
  Each Occurrence

  
	
  $

  	
  1,000,000

  	
   

  	
  General
  Aggregate

  



 


3.                                      WORKERS
COMPENSATION


 


The policy must comply with all statutory requirements


 


Employer’s Liability:


 


	
  $

  	
  100,000

  	
   

  	
  Bodily injury by
  accident

  
	
  $

  	
  500,000

  	
   

  	
  Policy limit by
  disease

  
	
  $

  	
  100,000

  	
   

  	
  Bodily injury by
  disease each employee

  



 


4.                                      BUSINESS
INTERRUPTION INSURANCE


 


This policy must equal to not less than twelve months
of Rent payable by Tenant at the Premises pursuant to the terms of this Lease
which insurance shall be issued on an “all risks” basis (or its equivalent).


 


5.                                      TENANT
PROPERTY AND IMPROVEMENTS


 


The
policy must cover all direct physical loss equal to 100% replacement cost of
Tenant’s personal property, all improvements and alterations to the Premises,
together with Tenant’s fixtures and equipment.


 


All of said
policies shall: (i) name Landlord, Landlord’s agent and Childress Klein
Properties, Inc., together with their respective affiliates, as additional
insureds and insure Landlord’s contingent liability under this Lease (except
for the worker’s compensation policy, which shall instead include a waiver of
subrogation endorsement in favor of Landlord), (ii) be issued by an insurance
company licensed to do business in the State of Georgia which is acceptable to
Landlord and rated at least “A VIII” by A.M. Bests Rating Guide, and (iii)
provide that said insurance shall not be canceled unless thirty (30) days prior
written notice shall have been given to Landlord and Landlord’s property
manager at the following address:                                                                                    .  Said policies or certificates thereof shall
be delivered to Landlord and Landlord’s property manager by Tenant upon
commencement of the term of the Lease and upon each renewal of said insurance.


 


1





















 


EXHIBIT “I”


SPECIAL STIPULATIONS


 


Special
Stipulation Number 1.                             Abatement of Rent.


 


Notwithstanding
anything to the contrary, Net Rent and Expense Stop Rent shall be conditionally
abated from the period commencing on the Commencement Date and through and
until the end of the 12th full calendar month thereafter (“Rent
Start Date”).  Commencing upon the Rent
Start Date, Tenant shall make Net Rent and Expense Stop Rent payments as
otherwise provided in the Lease. 
Notwithstanding such abatement of Net Rent, Expense Stop Rent and all
other sums due under the Lease, any increases in Net Rent and Expense Stop Rent
set forth in the Lease shall occur on the dates scheduled therefor but the
Tenant shall not be responsible for the payment of such increases until the
Rent Start Date.  The abatement of Net
Rent and Expense Stop Rent provided for in this provision is conditioned upon
the Tenant not being in an Event of Default . 
If at any time during the Term an Event of Default by Tenant occurs,
then the abatement of Net Rent and Expense Stop Rent provided for in this
provision shall be voided during the period while such Event of Default remains
uncured, and during such period, Tenant shall pay to Landlord, in addition to
all other amounts due to Landlord under this Lease, the full amount of all Net
Rent and Expense Stop Rent which would have otherwise been due but for the abatement
provided for in this Special Stipulation Number 1.  Under no circumstances shall Tenant be
obligated to reimburse Landlord for previously abated Rent.


 


Special
Stipulation Number 2.                             Option to Renew:


 


A.           Following the
Commencement Date and thereafter during the Term (excluding any holdover
period), so long as, both as of the exercise date and as of the first day of
the Extended Term (as hereinafter defined), the Lease is in full force and
effect (provided that Tenant’s exercise of its right to renew this Lease shall
not be forfeited pursuant to Landlord’s actions rendering the Lease not in full
force and effect) and, both as of the exercise date and the first day of the
Extended Term, no Event of Default exists, Landlord hereby grants to Tenant two
(2) options to extend the Term with respect to all but not any lesser portion
of the Premises for successive periods of five (5) years each (each “Extended
Term”), beginning immediately upon the expiration of the Term for the first
Extended Term and beginning immediately upon the expiration of the first
Extended Term for the second Extended Term, such options to be exercised by
Tenant giving written notice of its exercise to Landlord in the manner provided
in this Lease at least twelve months (12) months prior, but not more than
fifteen (15) months prior, to the expiration of the Term for the first Extended
Term and the expiration of the first Extended Term for the second Extended
Term.  Time is of the essence with respect
to the foregoing.  Tenant may not exercise
the option for the second Extended Term unless it exercised the option for the
first Extended Term.


 


B.             Net Rent for the
Extended Term shall be ninety-five percent (95%) of the prevailing market rate
(the “Prevailing Market Rate”) for net effective rental calculated on a per
square foot basis for comparable renewal leases during the Extended Term
covering the Building and comparable class A suburban office buildings
comparable to the Building (as adjusted for any variances between such
buildings and the Building and as adjusted for other relevant factors,
including, but not limited to, size of space, location of space within the
building, signage rights, age, location and quality of building, length of
term, credit standing of tenant, tenant improvement contributions, leasing
commissions and rent concessions) located in the immediate market area of the
Building, not to exceed a three mile radius therefrom (hereinafter referred to
as the “Market Area”).


 


C.             Landlord shall,
within twenty (20) days after the receipt of Tenant’s notice of exercise,
notify Tenant in writing of Landlord’s reasonable determination of the
Prevailing Market Rate for the Premises for the Extended Term.  Thereafter, Tenant shall have ten (10)
business days from its receipt of Landlord’s notice to notify Landlord in
writing that Tenant does not agree with Landlord’s determination of the
Prevailing Market Rate.  If Tenant fails
to object as aforesaid, Landlord’s determination shall be deemed to be the
Prevailing Market Rate for the Extended Term. 
Upon receipt of Tenant’s objection, Landlord and Tenant shall meet for a
period of ninety (90) additional days (the “Negotiation Period”) to negotiate
the Prevailing Market Rate, with each acting in good faith.  If such negotiations are successful, the rate
so negotiated by the parties will be deemed to be the Prevailing Market Rate
for the Extended Term.  If such
negotiations are not successful, the Prevailing Market Rate will be determined
in accordance with the following arbitration procedure:


 


Within five (5)
days after the expiration of the Negotiation Period, Tenant shall notify
Landlord of Tenant’s selection of a real estate broker who shall act on Tenant’s
behalf in determining the Prevailing Market Rate.  Within five (5) days after Tenant delivers
its notice to Landlord as set forth above, Landlord shall notify Tenant of
Landlord’s selection of a real estate broker who shall act on Landlord behalf
in determining the Prevailing Market Rate. 
Within twenty (20) days after the selection of Tenant’s and Landlord’s
broker, the two (2) brokers shall render a joint written determination of the
Prevailing Market Rate, which joint determination shall be final, conclusive
and binding for the Extended Term.  If
the two (2) brokers are unable to agree upon a joint written determination
within said twenty (20) day period, the two brokers shall select a third broker
within such twenty (20) day period and shall each submit a determination of the
Prevailing Market Rate to such third broker. 
In the event the two brokers cannot agree on a third, Landlord or Tenant
may request that the local chapter of the Board of Realtors appoint a party to
act as the third broker.  Within ten (10)
days after the appointment of the third broker, the third broker shall render a
written determination of the Prevailing Market Rate, which must be either the
Landlord’s broker’s determination as submitted or the Tenant’s broker’s
determination as submitted, but no other amount and no compromise between the
two, with the third broker’s determination being final, conclusive and binding
on both parties.  All brokers selected or
appointed in accordance with this subparagraph shall have at least ten (10)
years prior experience in the commercial office leasing market of the Market
Area.  If either Landlord or Tenant fails
or refuses to select a broker, the other broker shall alone determine the
Prevailing Market Rate.  Landlord and
Tenant agree that they shall be bound by the determination of Prevailing Market
Rate pursuant to this paragraph. 
Landlord shall bear the fee and expenses of its broker; Tenant shall
bear the fee and expenses of its broker; and Landlord and Tenant shall share
equally the fee and expenses of the third broker, if any.


 





















 


D.  Notwithstanding anything to the contrary
contained herein, in the event the Prevailing Market Rate determined in
accordance with subsection C above is less than the rate payable upon the
expiration of the initial Term (or the first Extended Term, as applicable) of
the Lease, the Prevailing Market Rate will be automatically adjusted to be the
annual Net Rent in effect during the last year of the Term subject to the same rate of escalation as was in
place during the initial Term (or the first Extended Term, as applicable).  The Prevailing Market Rate determined in
accordance with this Special Stipulation Number 2 shall be final, binding and
conclusive upon the parties and such determination shall not be subject to
dispute or challenge in court or otherwise.


 


E.              Except for the Net
Rent, which shall be determined as set forth above, leasing of the Premises by
Tenant for the Extended Term shall be subject to all of the same terms and
conditions set forth in this Lease, including, but not limited to, the same
Expense Stop; provided, however, that any construction provisions, improvement
allowances, rent abatements or other concessions applicable to the Premises
during the initial Term shall not be applicable during the Extended Term
(unless otherwise mutually acceptable to both Landlord and Tenant in the sole
discretion of each at the time Tenant exercises its option to extend).  Landlord and Tenant shall enter into an
amendment to this Lease to evidence Tenant’s exercise of this extension
option.  If this Lease is guaranteed now
or at any time in the future, Tenant simultaneously shall deliver to Landlord
an original, signed reaffirmation of each guarantor’s guaranty, in form and
substance acceptable to Landlord.


 


F.              These options to
extend the Term are personal to Neenah Corporation, a Delaware corporation, may
not be exercised by any party other than Neenah Corporation, a Delaware
corporation or a Permitted Affiliate or Permitted Successor and shall become
null and void upon the occurrence of an assignment of the Lease or a sublet of
all or a part of the Premises.


 


Special
Stipulation Number 3.  Right of Refusal.


 


A.  Following the Commencement Date and
thereafter during the initial Term (excluding any Extended Terms or holdover
period), so long as the Lease is in full force and effect (provided that Tenant’s
Right of Refusal shall not be forfeited pursuant to Landlord’s actions
rendering the Lease not in full force and effect) and both at the time of
Landlord’s Offer (as hereinafter defined) and as of the effective date of the
expansion to include the Refusal Space (as hereinafter defined) if applicable,
no Event of Default exists, Landlord hereby grants to Tenant a Right of Refusal
(the “Right of Refusal”) to expand the Premises to include additional space
subject to the terms and conditions set forth herein.


 


B.  After Landlord has received a “bona-fide”
offer to lease space (the “Refusal Space”) which is limited to space on the
fifth (5th) floor of the Building by a third party prospective tenant (as
determined by Landlord) and which Landlord is willing to accept in its sole
discretion (the “Third Party Offer”), Landlord shall not lease to such third
party tenant the Refusal Space without first offering (the “Offer”) Tenant the
right to lease such Refusal Space as set forth herein.  As used herein, a “bona-fide” offer to lease
space shall mean a signed written offer (by Tenant or Tenant’s representative)
to lease any portion of the Refusal Space to a third party, setting forth all
of the material terms of such proposed lease, and which the Landlord tends to
accept, but shall not include any proposed assignment, sublease or re-let of
all or any portion of the Refusal Space by renewal, extension, or renegotiation
by either (i) a current tenant existing as of the date hereof currently
occupying any of the Refusal Space, or (ii) a future tenant arising in the
event that Landlord leases any or all of the Refusal Space to such tenant
following Tenant’s decline or failure to exercise this Right of Refusal with
respect to such Refusal Space.


 


C.  The Offer shall contain (i) all terms and
conditions of the Third Party Offer; (ii) the date on which Landlord expects
the Refusal Space to become available; (iii) the increase in Tenant’s operating
expense percentage, and (iv) such other provisions as Landlord may reasonably
include (collectively, the “Proposed Terms”) and which have been agreed to in
writing by the proposed third party tenant. 
Upon receipt of the Offer, Tenant shall have the right, for a period of
ten (10) business days after receipt of the Offer, to exercise the Right of
Refusal by giving Landlord written notice that Tenant desires to lease the
Refusal Space upon the same terms and conditions contained in this Lease (as
modified by the Offer); provided, however, that any construction provisions,
improvement allowances, rent abatements (such as that granted in Special
Stipulation Number 1 but excluding abatements applicable for casualties or
service interruptions) or other concessions applicable to the Premises shall
not be applicable to the Refusal Space unless expressly included in the
Offer.  Time is of the essence with
respect to the foregoing.  The term of
the Lease with respect to the Refusal Space shall be coterminous with the Term
of the Lease, unless otherwise provided in the Offer.


 


D.  If, within
such ten (10) business day period, Tenant exercises the Right of Refusal, then
Landlord and Tenant shall amend the Lease within an additional ten (10)
business day period (provided however that such 10 day period shall be extended
for such longer period so long as Tenant is diligently negotiating the
amendment, but in no event shall such time period exceed thirty (30) days) to
include the Refusal Space subject to the same terms and conditions as the
Lease, as modified by the terms and conditions of the Offer; provided, however,
that any construction provisions, improvement allowances, rent abatements (as
provided and qualified above) or other concessions applicable to the Premises
shall not be applicable to the Refusal Space unless expressly included in the
Offer.  If this Lease is guaranteed now
or at anytime in the future, and such Guaranty is still in effect at the time
of the effective date of Tenant’s lease of the Refusal Space, Tenant
simultaneously shall deliver to Landlord an original, signed, and notarized
reaffirmation of each Guarantor’s personal guaranty, in form and substance
acceptable to Landlord.


 


E.  If, within such ten (10) business day period,
Tenant declines or fails to exercise the Right of Refusal or within the
additional ten (10) business day period provided above (as same may be extended
as provided above), Tenant fails to sign an amendment to include the Refusal
Space, Landlord shall then have the right to lease the Refusal Space to the
third party that was subject to the Offer provided that the financial terms
thereof are not materially more favorable than the financial terms of the
Proposed Terms offered to Tenant (if such standard is not met, the provisions
hereof will again be triggered requiring Landlord to deliver a notice of the
Proposed Terms as modified by such materially more favorable financial terms
whereupon the offer and response process described herein shall begin
again).  Financial terms and conditions
that in Landlord’s reasonable discretion are less than ninety percent (90%) of
the financial terms offered to Tenant as part of the Proposed Terms shall be
considered to be “materially more favorable” for purposes of this Right of
Refusal.  If Tenant so declines or so
fails to exercise, this Right of Refusal shall terminate and be of no further
force and effect until such time as Landlord has received another Third Party
Offer  to lease any of the Refusal Space.


 


F.  This Right of Refusal is personal to Neenah
Corporation, a Delaware corporation, may not be exercised by any party other
than Neenah Corporation, a Delaware corporation 
or a Permitted Affiliate or Permitted Successor and shall become null
and void upon the occurrence of an assignment of the Lease or a sublet of all
or a part of the Premises.


 





















 


EXHIBIT J


ARBITRATION


 


Whenever in Section 19(d)
of the Lease it is provided that a dispute may be resolved by arbitration, the
arbitration shall be conducted in Atlanta, Georgia, as provided in this Exhibit
J.  The party desiring such arbitration
shall give written notice thereof to the other specifying the dispute to be
arbitrated.  Within ten (10) days after
the date on which the arbitration procedure is invoked as provided in this
Lease, each party shall appoint an experienced arbitrator and notify the other
party of the arbitrator’s name and address. 
The two arbitrators so appointed shall appoint a third experienced
arbitrator.  If the three arbitrators to
be so appointed are not appointed within twenty (20) days after the date the
arbitration procedure is invoked as provided in this Lease, then the arbitrator
or arbitrators, if any, who have been selected shall proceed to carry out the
arbitration.  The arbitrator(s) selected
shall furnish Landlord and Tenant with a written decision within ten (10) days
after the date of selection of the last of the arbitrators to be so selected.
Any decision so submitted shall be signed by a majority of the arbitrators, if
more than two have been selected.  If
only two arbitrators have been selected and they are unable to agree, then
either Landlord or Tenant shall be entitled to apply to the presiding judge of
the Superior Court of Fulton County, Georgia (“Court”) for the selection of a
third arbitrator who shall be selected from a list of names of experienced
arbitrators submitted by Landlord or from a list of names so submitted by
Tenant, as the case may be, unless both Landlord and Tenant submit lists of
names, in which case the Court, in its sole discretion, shall select the
arbitrator from the lists.  In
designating arbitrators and in deciding the dispute, the arbitrators shall act
in accordance with the Commercial Rules of Arbitration and the Real Estate
Valuation Arbitration Rules then in force of the American Arbitration
Association, subject, however, to such limitations as may be placed on them by
the provisions of this Lease.  The
decision of the arbitrators shall be final and binding upon the parties, and
judgment on the award rendered by the arbitrators may be entered in any court
having jurisdiction thereof.


 


 The obligation of Landlord and Tenant to
submit a dispute to arbitration is limited to disputes arising under Section 19(d)
of the Lease which specifically permits arbitration.  Neither party shall be in default under the
Lease with respect to any provision hereof during the time period commencing as
of the date the arbitration procedure hereunder is invoked and ending on the
date of resolution by the arbitrators; provided, however, that during said
period each party shall continue to make all payments of money required by this
Lease and shall otherwise perform all duties and obligations to be performed by
such party under this Lease and, with respect to the issue under arbitration,
shall maintain the status quo.


 





















 


EXHIBIT “K”


SNDA


 


This instrument was
prepared by


and upon recordation
should be


returned to:


 


 


 


SUBORDINATION, NON-DISTURBANCE & ATTORNMENT
AGREEMENT


 


THIS
SUBORDINATION, NON-DISTURBANCE & ATTORNMENT AGREEMENT (“Agreement”)
made and entered into this             
day of                             ,
19        , by and among                                                   ,  a                                                         ,
whose mailing address is                                                                                     
(the “Landlord”),                                                 ,
a                                                 ,
whose mailing address is                                                                                           
(the “Tenant”), and STATE FARM LIFE INSURANCE
COMPANY, an Illinois corporation, whose mailing address is One State
Farm Plaza, Bloomington, Illinois  61710
(“State Farm”);


 


WITNESSETH:


 


WHEREAS, Landlord
and Tenant have heretofore entered into a certain lease (the “Lease”) dated                                   ,
19           with respect to
and governing the terms of Tenant’s use and occupancy of all or a portion of
certain real estate and improvements legally described on Exhibit A
attached hereto and made a part hereof (the “Premises”) ; and


 


WHEREAS, State
Farm, in connection with its loan to Landlord in the principal amount of                     
(the “Loan”), which is secured by a Mortgage and Security Agreement executed by
Landlord to and in favor of State Farm (the “Mortgage”) constituting a first
lien upon and encumbering the Premises, and further secured by an Assignment of
Rents and Leases executed by Landlord to and in favor of State Farm (the “Assignment
of Rents and Leases”) assigning to State Farm all leases of and all rents derived
from the Premises, has required the execution of this Agreement.


 


NOW,
THEREFORE, in consideration of the mutual covenants and
agreements herein contained, and in consideration of the sum of One Dollar
($1.00) by each of the parties hereto paid to the other, receipt and
sufficiency of which are hereby acknowledged, the parties hereto do hereby
covenant, stipulate and agree as follows:


 


1.                                       The
Lease, and any and all modifications thereof and amendments thereto, all of
Tenant’s rights thereunder and Tenant’s leasehold interest and estate in the
Premises shall be and are hereby made junior, inferior, subordinate and subject
in all respects to the lien and encumbrance of the Mortgage on the Premises and
to the lien and encumbrance of all renewals, modifications, consolidations,
replacements and extensions of the Mortgage, to the full extent of the
principal sum secured thereby, all interest thereon and all other sums due or
hereafter becoming due thereunder.


 


2.                                       Tenant
agrees that it shall promptly deliver or mail to State Farm a copy of each
written notice given by Tenant to Landlord of a default by the Landlord under
the Lease.  Tenant further agrees that
if, within the time provided in the Lease to cure defaults thereunder, State
Farm, at its option, shall elect to perform or cause to be performed the
obligations with respect to which Landlord is in default under the Lease, as
specified in such written notice, any right of Tenant to terminate the Lease by
reason or on account of such default of Landlord shall cease and be null and
void.


 


3.                                       Tenant
is advised and hereby acknowledges that the Mortgage, Assignment of Rents and
Leases and other documents which evidence and secure the Loan (collectively the
“Loan Documents”) grant and provide to State Farm the right to collect rents
and other sums payable under the Lease (collectively, the “Rents”) directly
from Tenant upon the occurrence of an Event of 
Default by Landlord under the Loan Documents; Landlord and Tenant hereby
agree that upon Tenant’s receipt from State Farm of written notice of the
occurrence of any Event of Default by Landlord under the Loan Documents, Tenant
shall thereafter pay all Rents directly to State Farm (or as State Farm shall
direct). Landlord joins in this Agreement to confirm to Tenant that payment of
rents in such fashion is consented to and approved for all purposes under the
Lease, and that payment by Tenant to Lender instead of Landlord shall not
result in or be construed to be a default under the Lease.


 


4.                                       State
Farm agrees that in the event it should become necessary for State Farm to
foreclose the Mortgage, and provided that Tenant is not in default of its
obligations under the Lease, Tenant shall be entitled to continue in possession
of the Premises undisturbed.  State Farm
further agrees that unless required by law, State Farm will not join Tenant as
a defendant in any such foreclosure proceedings, and if such joinder is
required by law, State Farm will not seek to terminate the Lease or Tenant’s
possession of the Premises.


 


5.                                       It
is further agreed that in the event State Farm should succeed to the interest
of the Landlord under the Lease, State Farm agrees to be bound to the Tenant
under the Lease.  The Tenant agrees from
and after such event to attorn to State Farm. From the date of acquisition,
Tenant shall have the same rights and remedies against and obligations to State
Farm that Tenant has against and to


 





















 


the prior Landlord for
any default that is in existence and continues beyond the date of acquisition
(a “Continuing Default”).  However, State
Farm shall not be:


 


(a)                                  liable
for the consequences of any act or omission of the prior Landlord that occurred
prior to State Farm’s acquisition, except with regard to a Continuing Default;


 


(b)                                 subject
to any offsets or defenses which the Tenant might have against the prior
Landlord, for acts, omissions, or defaults which occurred prior to State Farm’s
acquisition, except with regard to a Continuing Default;


 


(c)                                  bound by any rent or
additional rent which the Tenant might have paid in advance for more than one
month;


 


(d)                                 bound
by any amendment or modification of the Lease made after the date of this
Agreement without State Farm’s prior written consent; or


 


(e)                                  liable
for any security deposit, unless actually received by State Farm from the prior
Landlord.


 


6.                                       Tenant
agrees that notwithstanding anything to the contrary contained in this
Agreement, in the Lease or in any other instrument, any interest of the Tenant
in or under any option to purchase or right of first refusal to purchase the
property of which the Premises are a part of, or with respect to all or any
part of the Premises is hereby specifically subordinated to the rights of State
Farm under the Mortgage and other Loan Documents and such option to purchase or
right of the first refusal shall not be binding upon State Farm, its successors
and assigns.


 


7.                                       This
Agreement shall be binding upon and inure to the benefit of the parties hereto
and shall also bind and benefit the heirs, legal representatives, successors
and assigns of the respective parties hereto, and all covenants, conditions and
agreements herein contained shall be construed as running with the title to the
land comprising the Premises.


 


8.                                       Landlord
and Tenant hereby waive to the fullest extent permitted by applicable law, the
right to trial by jury in any action, proceeding or counterclaim filed by any
party, whether in contract, tort or otherwise relating directly or indirectly
to this Agreement or any acts or omissions of the Landlord and Tenant in
connection therewith or contemplated thereby.


 


IN
WITNESS WHEREOF, the parties hereto have caused these
presents to be executed as of the day and year first above written.


 


 


	
  [Witnesses, if
  required]

  	
   

  	
  [Signature block
  for Landlord]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  [Witnesses, if
  required]

  	
   

  	
  [Signature block
  for Tenant]

  



 





















 


	
  [Witnesses, if
  required]

  	
  STATE FARM LIFE
  INSURANCE COMPANY,

  
	
   

  	
   

  	
  an Illinois
  corporation

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
   

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
  One State Farm
  Plaza

  
	
   

  	
   

  	
  Bloomington,
  Illinois 61710

  
	
   

  	
   

  	
  Corporate
  Law-Investments E-8

  
	
   

  	
   

  	
  Attn: (Name of
  Attorney)

  
	
   

  	
  [Appropriate
  Acknowledgments for each of

  
	
   

  	
   

  	
  Landlord, Tenant
  and State Farm

  
	
   

  	
   

  	
  sufficient for
  recording purposes]