exv10w15






Exhibit 10.15




INDUSTRIAL LEASE



(Texas Form)




VERDE 9580 JOE RODRIGUEZ LP,




LANDLORD,




AND




VIASYSTEMS TECHNOLOGIES CORP., LLC

TENANT




DATED: April 16, 2008




PROPERTY: 9580 Joe Rodriguez, El Paso, Texas




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE 1: BASIC TERMS
	 	 	1	 
	 
	 	 	 	 
	ARTICLE 2: LEASE TERM
	 	 	3	 
	2.01 Lease of Premises for Lease Term
	 	 	3	 
	2.02 Early Possession
	 	 	3	 
	2.03 Delay in Commencement
	 	 	3	 
	2.04 Covenant of Quiet Enjoyment
	 	 	3	 
	2.05 Holding Over
	 	 	3	 
	 
	 	 	 	 
	ARTICLE 3: USE OF PREMISES
	 	 	3	 
	3.01 Manner of Use
	 	 	3	 
	3.02 Landlord’s Access
	 	 	4	 
	3.03 Common Areas
	 	 	4	 
	 
	 	 	 	 
	ARTICLE 4: RENT
	 	 	4	 
	4.01 Base Rent
	 	 	4	 
	4.02 Additional Rent
	 	 	5	 
	4.03 Tenant’s Pro Rate Share
	 	 	5	 
	4.04 Interest
	 	 	5	 
	4.05 Late Charge
	 	 	5	 
	4.06 Operating Expenses
	 	 	5	 
	 
	 	 	 	 
	ARTICLE 5: PROPERTY TAXES
	 	 	6	 
	5.01 Real Property Taxes
	 	 	6	 
	5.02 Definition of “Real Property Taxes”
	 	 	6	 
	5.03 Personal Property Taxes
	 	 	6	 
	5.04 [Industrial Park Fees]
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 6: UTILITIES
	 	 	7	 
	6.01 Utilities
	 	 	7	 
	 
	 	 	 	 
	ARTICLE 7: COMPLIANCE WITH LAW
	 	 	7	 
	7.01 Use
	 	 	7	 
	7.02 Legal Compliance
	 	 	7	 
	7.03 Change in Law
	 	 	7	 
	7.04 Changes to Fire Suppression System
	 	 	8	 






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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	ARTICLE 8: INSURANCE/INDEMNITY
	 	 	8	 
	8.01 Tenant’s Insurance
	 	 	8	 
	8.02 Landlord’s Insurance
	 	 	9	 
	8.03 General Insurance Provisions
	 	 	9	 
	8.04 Tenant’s Damage Waiver
	 	 	10	 
	8.05 Landlord’s Damage Waiver
	 	 	10	 
	8.06 Indemnity
	 	 	10	 
	 
	 	 	 	 
	ARTICLE 9: CONDITION AND MAINTENANCE OF PREMISES
	 	 	11	 
	9.01 Existing Condition
	 	 	11	 
	9.02 Landlord’s Obligations
	 	 	11	 
	9.03 Tenant’s Obligations
	 	 	11	 
	9.04 Tenant’s Alterations
	 	 	12	 
	9.05 Surrender
	 	 	12	 
	9.06 Exemption of Landlord from Liability
	 	 	13	 
	9.07 Lease Governs
	 	 	13	 
	 
	 	 	 	 
	ARTICLE 10: HAZARDOUS MATERIALS
	 	 	13	 
	10.01 Reportable Uses Require Consent
	 	 	13	 
	10.02 Duty to Inform Landlord
	 	 	14	 
	10.03 Tenant Remediation
	 	 	14	 
	10.04 Tenant Indemnification
	 	 	14	 
	10.05 Investigations and Remediation
	 	 	14	 
	 
	 	 	 	 
	ARTICLE 11: CASUALTY AND CONDEMNATION
	 	 	15	 
	11.01 Damage to Premises
	 	 	15	 
	11.02 Condemnation
	 	 	15	 
	 
	 	 	 	 
	ARTICLE 12: ASSIGNMENT AND SUBLETTING
	 	 	16	 
	12.01 Landlord’s Consent Required
	 	 	16	 
	12.02 Transfers to Affiliates
	 	 	16	 
	12.03 Offer to Terminate
	 	 	16	 
	12.04 No Release of Tenant
	 	 	17	 
	 
	 	 	 	 
	ARTICLE 13: DEFAULTS AND REMEDIES
	 	 	17	 







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TABLE OF CONTENTS

(continued)




	 	 	 	 	 
	 	 	Page
	 
	 	 	 	 
	13.01 Covenants and Conditions
	 	 	17	 
	13.02 Defaults
	 	 	17	 
	13.03 Remedies
	 	 	17	 
	13.04 Damages
	 	 	19	 
	13.05 Cumulative Remedies
	 	 	19	 
	13.06 Notice to Landlord
	 	 	19	 
	13.07 Landlord’s Right to Cure
	 	 	20	 
	13.08 Security Deposit
	 	 	20	 
	13.09 Lien for Rent
	 	 	20	 
	 
	 	 	 	 
	ARTICLE 14: PROTECTION OF LENDERS AND OWNERS
	 	 	21	 
	14.01 Subordination
	 	 	21	 
	14.02 Attornment
	 	 	21	 
	14.03 Estoppel Certificates
	 	 	21	 
	14.04 Tenant’s Financial Condition
	 	 	22	 
	14.05 Landlord’s Liability
	 	 	22	 
	 
	 	 	 	 
	ARTICLE 15: MISCELLANEOUS PROVISIONS
	 	 	22	 
	15.01 Substitute Space
	 	 	22	 
	15.02 Landlord’s Consent
	 	 	22	 
	15.03 Interpretation
	 	 	22	 
	15.04 Incorporation of Prior Agreements; — Modifications
	 	 	23	 
	15.05 Notices
	 	 	23	 
	15.06 Waivers
	 	 	23	 
	15.07 Memorandum of Lease
	 	 	23	 
	15.08 Binding Effect; Choice of Law
	 	 	23	 
	15.09 Execution of Lease
	 	 	23	 
	15.10 Survival
	 	 	23	 
	15.11 No Other Brokers
	 	 	23	 
	15.12 Attorney Costs
	 	 	24	 
	15.13 Severability
	 	 	24	 
	15.14 Additional Provisions
	 	 	24	 





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INDUSTRIAL LEASE




THIS LEASE
is made as of this 16th day of April, 2008 (the “Effective
Date”) between Verde 9580 Joe Rodriguez LP, a Texas limited partnership (“Landlord”), and
the Tenant named below.



ARTICLE 1: BASIC TERMS




The following terms used in this Lease shall have the meanings set forth beside such terms in this
Article 1.



	 	 	 
	Tenant

	 	Viasystems Technologies Corp., LLC
	 
	 	 
	Tenant’s Notice Address

	 	101 S. Hanley Rd., Suite 400

St. Louis, MO 63105
	 
	 	 
	Tenant’s Billing Address (if different)

	 	9580 Joe Rodriguez

El Paso, Texas 79927
	 
	 	 
	Landlord’s Notice Address

	 	Verde 9580 Joe Rodriguez LP

%Verde Realty 
201 E. Main, 4th Floor

El Paso, Texas 79901

Attn: Asset Management
	 
	 	 
	Landlord’s Rent Payment Address

	 	Verde 9580 Joe Rodriguez LP

%Verde Realty 

201 E. Main, 4th Floor

El Paso, Texas 79901 

Attn: Property Accounts Receivable
	 
	 	 
	Guarantor

	 	None
	 
	 	 
	Property

	 	The industrial/warehouse facility known as 9580
Joe Rodriguez, having an address of 9580 Joe
Rodriguez, El Paso, Texas (the “Building”),
together with the parking areas, landscaping,
walkways and other improvements related to the
Building, constructed upon the real property
legally described on Exhibit A
	 
	 	 
	Premises

	 	29,136 rentable square feet located at the
Building, as shown on Exhibit B.






 









 






	 	 	 
	Property Rentable Area

	 	Approximately 50,986 rentable square feet
	 
	 	 
	Tenant’s Pro Rata Share

	 	57.15% (29,136rsf/50,986 rsf)
	 
	 	 
	Lease Term

	 	Thirty-six months, beginning on the Commencement
Date and ending on the last day of the thirty-sixth (36th)
full calendar month thereafter
	 
	 	 
	Commencement Date

	 	May 1, 2008
	 
	 	 
	Base Rent

	 	$8,862.20 per month ($3.65/rsf/annum)
	 
	 	 
	Permitted Use

	 	The Premises shall be used only for the purpose of
receiving, storing, shipping and selling (but limited to
wholesale sales) of products, materials and merchandise
made and/or distributed by Tenant and for such other
lawful purposes as may be incidental thereto.
	 
	 	 
	Brokers

	 	Adin A. Brown, II, d/b/a Sonny Brown Associates, LLC
	 
	 	 
	Parking Spaces

	 	Ten (10) unreserved spaces
	 
	 	 
	Security Deposit

	 	waived







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ARTICLE 2: LEASE TERM




2.01 Lease of Premises for Lease Term. Landlord hereby leases the Premises to Tenant and
Tenant leases the Premises from Landlord for the Lease Term, upon and subject to all of the
terms, conditions and provisions of this Lease.



2.02 Early Possession. Any occupancy of the Premises by Tenant prior to the Commencement
Date (“Early Possession”) will be subject to all of Tenant’s obligations under this Lease (except
that Tenant will not be obligated to pay Base Rent during such early occupancy until it
commences operations at the Premises). Tenant shall provide Landlord with copies of
certificates of insurance, complying in all respects with the terms of this Lease, for all insurance
required to be provided hereunder prior to entering the Premises. Tenant hereby releases and
discharges Landlord, its contractors, agents, employees and manager from and against any and
all claims of loss, damage or injury to persons or property, including without limitation any
product inventory, which is alleged to have occurred during the period of Early Possession from
any cause whatsoever, EVEN IF SUCH CLAIMS ARE BASED IN WHOLE OR IN PART
UPON THE NEGLIGENCE OF LANDLORD, ITS CONTRACTORS, AGENTS,
EMPLOYEES OR MANAGER. Landlord makes no representation or warranty about safety of
the Premises during any period of Early Possession, as construction and other activities will be
ongoing. Tenant shall coordinate its activities in the Premises during Early Possession with
Landlord and Landlord’s contractor.



2.03 Delay in Commencement. If Landlord is unable to deliver the Premises on the
Commencement Date, such date will be postponed to the date possession of the Premises is
delivered to Tenant. In such event, Landlord and Tenant will execute a Memorandum of
Acceptance of Lease, in Landlord’s customary form, setting forth the Commencement Date and
expiration date of this Lease.



2.04 Covenant of Quiet Enjoyment. Tenant, on paying the Rent and performing its obligations
hereunder, will peacefully and quietly have, hold and enjoy the Premises throughout the Lease
Term without any manner of hindrance from Landlord, subject however to all the terms and
provisions hereof.



2.05 Holding Over. If Tenant does not vacate the Premises and surrender the Premises in the
condition required hereby upon the expiration or earlier termination of this Lease, (i) Tenant will
indemnify Landlord against all damages, costs, liabilities and expenses, including attorneys’
fees, which Landlord incurs on account of Tenant’s failure to vacate and surrender, and (ii) the
Base Rent will increase to 200% of the Base Rent then in effect and Tenant’s obligation to pay
Additional Rent will continue. Any holdover by Tenant shall constitute a tenancy at sufferance,
subject to termination by Landlord at any time, and shall not constitute an extension of the Lease
or recognition by Landlord of any right of Tenant to remain in the Premises.



ARTICLE
3: USE OF PREMISES




3.01 Manner of Use. Tenant will use the Premises only for the Permitted Use. Tenant will
not cause or permit the Premises to be used in any way which (i) constitutes a violation of any
Legal Requirements (as defined below) or the rules and regulations established by Landlord, a copy
of




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which is attached as Exhibit C, as they may be amended in writing by Landlord (the “Rules and
Regulations”), (ii) annoys or interferes with the rights of tenants of the Property, or (iii)
constitutes a nuisance or waste or will invalidate any insurance carried by Landlord. Tenant is
responsible for determining whether or not the zoning is appropriate for Tenant’s intended use.
Tenant will, at its sole cost and expense, obtain and pay for all necessary permits, including a
certificate of occupancy, and will promptly take all actions necessary to comply with all
applicable Federal, State or local statutes, applicable workplace regulations, ordinances, rules,
regulations, orders, recorded declarations, covenants and requirements regulating the use by Tenant
of the Premises, including, without limitation, the Occupational Safety and Health Act and the
Americans With Disabilities Act.



3.02 Landlord’s Access. Landlord or its agents may enter the Premises, upon 24 hours prior
notice to Tenant (except in the case of an emergency when no notice is required), to show the
Premises to potential buyers, investors or tenants or other parties, for routine property
inspections and maintenance or for any other purpose Landlord deems reasonably necessary. During
the last 9 months of the Lease Term, Landlord may place customary “For Lease” signs on the
Premises.



3.03
Common Areas.




(a) Common Areas. “Common Areas” means all areas within the Property which are
available for the common use of tenants of the Property and which are not leased or held for the
exclusive use of Tenant or other tenants, including, but not limited to, parking areas, driveways,
sidewalks, access roads, landscaping, and planted areas. Landlord, from time to time, may change
the size, location, nature, and use of any of the Common Areas, convert Common Areas into leaseable
areas, construct additional parking facilities in the Common Areas, and increase or decrease Common
Area land or facilities so long as Tenant’s use of the Premises is not adversely affected in any
material way.



(b) Use of Common Areas. Tenant will have the non-exclusive right (in common with other
tenants and all others to whom Landlord has granted or may grant such rights) to use the Common
Areas, including the Parking Spaces, for the purposes intended, subject to such reasonable rules
and regulations as Landlord may establish or modify from time to time. Tenant agrees to abide by
all such rules and regulations and to use its best efforts to cause others who use the Common Areas
with Tenant’s express or implied permission to abide by the
Rules and Regulations. At any time,
Landlord may close any Common Areas to perform any acts as, in Landlord’s reasonable judgment, are
desirable to maintain or improve the Property, or to prohibit the accrual of any prescriptive
rights or rights by the public to such Common Areas. Tenant will not interfere with the rights of
Landlord, other tenants, or any other person entitled to use the Common Areas.



ARTICLE
4: RENT




4.01 Base Rent. On the first day of each calendar month during the Lease Term, Tenant
will pay to Landlord the Base Rent in monthly installments, in lawful money of the United States,
in advance and without offset, deduction, prior notice or demand. The obligation of Tenant to pay
Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are




-4-









 








independent obligations. The Base Rent is payable at Landlord’s Rent Payment Address or at such
other place or to such other person as Landlord may designate in writing from time to time.
Payments of Base Rent for any partial calendar month will be prorated.



4.02 Additional Rent. All sums payable by Tenant under this Lease other than Base Rent are
“Additional Rent”; the term “Rent” includes both Base Rent and Additional Rent.
Landlord will estimate in advance and charge to Tenant the following costs, which Tenant will pay
with the Base Rent on a monthly basis throughout the Occupancy Period: (i) all insurance premiums
maintained by Landlord for which Tenant is responsible under Article 8, (ii) all Operating Expenses
under Article 4.06 of this Lease, and (iii) any change in law costs as set forth in Article

7.03 of this Lease. “Occupancy Period” means the period from the time Tenant first enters the
Premises, throughout the Lease Term and for as long as Tenant remains in the Premises thereafter.



4.03 Tenant’s Pro Rata Share. Tenant’s Pro Rata Share is calculated by dividing the rentable
area of the Premises by the Property Rentable Area, which amounts are agreed to be those stated in
Article 1.



4.04 Interest. Any Rent or other amount due to Landlord, if not paid when due, will bear
interest from the date due until paid at the rate of 12% per annum, but not to exceed the highest
rate legally permitted.



4.05 Late Charge. If any installment of Rent or any other sums due from Tenant is not
received by Landlord within 5 days following the due date, Tenant will pay to Landlord a late
charge equal to 5% of such overdue amount; provided, however, Landlord will not charge any late
charge for the first time in each calendar year that such payment is not made within 5 days of the
due date if payment is received within 5 days of receipt of notice. The parties hereby agree that
such late charge represents a fair and reasonable estimate of the costs Landlord will incur by
reason of late payment by Tenant.



4.06 Operating Expenses.




(a) Operating Expenses. Tenant will pay Tenant’s Pro Rata Share of all Operating
Expenses allocable to the Occupancy Period. “Operating Expenses” means all costs and
expenses incurred by Landlord with respect to the ownership, maintenance and operation of the
Property including, but not limited to: ordinary maintenance and repair of the heating,
ventilation, and air conditioning system and maintenance, repair and replacement of the plumbing,
electrical, mechanical, utility and safety systems, paving and parking areas, roads and driveways;
maintenance of exterior areas such as gardening and landscaping, snow removal and signage;
maintenance, repair and replacement of the roof, roof membrane, flashings, gutters, downspouts,
roof drains, skylights and waterproofing; painting; lighting; cleaning; refuse removal; security;
utility services attributable to the Common Areas; Building personnel costs; personal property
taxes; rentals or lease payments paid by Landlord for rented or leased personal property used in
the operation or maintenance of the Property; fees for required licenses and permits; and a
property management fee (not to exceed three percent (3%) of the gross rents of the Property for
the calendar year). Operating Expenses do not include: (a) debt service under mortgages or ground
rent under ground leases; (b) costs of restoration to the extent of net insurance proceeds




-5-









 








received by Landlord; (c) leasing commissions and tenant improvement costs; (d) brokerage or
litigation expenses relating to disputes with tenants; and (e) Landlord’s general corporate
overhead costs.



(b) Year-End Reconciliation. After the end of each fiscal year during the Term,
Landlord will deliver to Tenant a statement setting forth, in reasonable detail, the Operating
Expenses paid or incurred by Landlord during the preceding fiscal year. Within thirty (30) days
after Tenant’s receipt of such statement, there will be an adjustment between Landlord and Tenant,
with payment to or credit given by Landlord (as the case may be).



ARTICLE 5: PROPERTY TAXES




5.01 Real Property Taxes. Tenant will pay Tenant’s Pro Rata Share of Real Property Taxes
allocable to the Occupancy Period. If Landlord receives a refund of any Real Property Taxes with
respect to which Tenant has paid Tenant’s Pro Rata Share, Landlord will refund to Tenant Tenant’s
Pro Rata Share of such refund after deducting therefrom all related costs and expenses.



5.02 Definition of “Real Property Taxes”. “Real Property Taxes” means taxes,
assessments (special, betterment, or otherwise), levies, fees, rent taxes, excises, impositions,
charges, water and sewer rents and charges, and all other government levies and charges, general
and special, ordinary and extraordinary, foreseen and unforeseen, which are imposed or levied upon
or assessed against the Property or any Rent or other sums payable by any tenants or occupants
thereof. Real Property Taxes include Landlord’s costs and expenses of review and contesting any
Real Property Tax. If at any time during the Lease Term the present system of ad valorem taxation
of real property is changed so that in lieu of the whole or any part of the ad valorem tax on real
property, or in lieu of increases therein, Landlord is assessed a capital levy or other tax on the
gross rents received with respect to the Property or a federal, state, county, municipal, or other
local income, franchise, excise or similar tax, assessment, levy, or charge (distinct from any now
in effect) measured by or based, in whole or in part, upon gross rents or any similar substitute
tax or levy, then all of such taxes, assessments, levies or charges, to the extent so measured or
based, will be deemed to be a Real Property Tax. Without limiting the foregoing, Real Property
Taxes shall expressly include any new taxes levied against Landlord and/or the Project as a result
of House Bill 3.



5.03 Personal Property Taxes. Tenant will pay directly all taxes charged against trade
fixtures, furnishings, equipment, inventory or any other personal property belonging to Tenant.
Tenant will use its best efforts to have personal property taxed separately from the Property. If
any of Tenant’s personal property is taxed with the Property, Tenant will pay Landlord the taxes
for such personal property within 15 days after Tenant receives a written statement from Landlord
for such personal property taxes.



5.04 Industrial Park Fees. Tenant shall pay directly to the appropriate authority before any
fine, penalty, interest or cost may be added therefor for the non-payment thereof of any
maintenance or other similar fees or charges levied against the Premises, or operations at the
Premises during the Lease Term by any industrial park authority or any other association or
authority levying any such charges or fees against the Premises, or operations at the Premises.
Upon Tenant’s failure to pay any such amount, Landlord shall have the right, at Landlord’s




-6-











 





option, to pay the same, in which event Tenant shall repay such amount, with interest at a rate of
10.5% per annum to Landlord upon demand.



ARTICLE 6: UTILITIES




6.01 Utilities. Tenant will promptly pay, directly to the appropriate supplier, the
cost of all natural gas, heat, cooling, energy, light, power, sewer service, telephone, water,
refuse disposal and other utilities and services supplied to the Premises, together with any
related installation or connection charges or deposits (collectively, “Utility Costs”)
incurred during the Occupancy Period. If any services or utilities are jointly metered with other
premises, Tenant will pay its Pro Rata Share of such Utility Costs to Landlord; provided, however,
in the event Landlord determines that Tenant is consuming greater that its Pro Rata Share of such
services or utilities consumed in other premises, Landlord will make a reasonable determination of
Tenant’s actual share of such Utility Costs and Tenant will pay its actual share (as reasonably
determined by Landlord) to Landlord. Landlord reserves the right to participate in wholesale energy
purchase programs and to provide energy to the Premises through such programs so long as the cost
to Tenant is competitive.



ARTICLE 7: COMPLIANCE WITH LAW




7.01 Use. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Property or the Premises or the suitability of the
Property or the Premises for Tenant’s intended use and that Tenant is responsible for determining
whether or not the zoning is appropriate for Tenant’s intended use. Tenant shall be responsible for
obtaining all permits and approvals required by the Legal Requirements in connection with Tenant’s
specific manner of use, and specific character of, operations at the Premises and shall provide a
copy of the same to Landlord upon receipt of such, if applicable.



7.02 Legal Compliance. Tenant, at its expense, shall comply with all Legal Requirements
(including any Environmental Laws) with respect to the Premises and Tenant’s use, occupancy and
operations at the Premises, including any Legal Requirements that may require alterations, repairs
or replacements, whether structural or nonstructural, exterior or interior to the Premises. Upon
Landlord’s request, Tenant shall evidence to Landlord Tenant’s compliance with such Legal
Requirements, including, without limitation, by providing to Landlord copies of all operating
permits and other approvals, licenses, registrations and the like required by Legal Requirements in
connection with Tenant’s operations at the Premises.



7.03 Change in Law. Subject to Section 7.04, in the event that a change in Legal
Requirements in effect and applicable to the Premises or the Building occurs after the Commencement
Date of this Lease, which requires any modification of the Premises or the Building, Landlord shall
make and pay for the necessary modifications. Notwithstanding the foregoing, Tenant, at Tenant’s
sole cost and expense, shall be responsible for all installations, alterations, tenant fixtures,
equipment, racking systems and other similar items in the Premises being constructed, installed,
maintained and used in compliance with all Legal Requirements commencing on the date this Lease is
executed by Landlord and Tenant. The term “Legal Requirements” shall mean all laws,
statutes, ordinances, rules, regulations, recorded declarations or covenants, orders and other
requirements of any government or public authority now in force



-7-









 





or which may hereafter be in force, with all requirements of any board of fire underwriters or
other similar body now or hereafter constituted, and with all directions and certificates of
occupancy issued pursuant to any law by any governmental agency or officer, insofar as any thereof
relate to or are required by the condition, use or occupancy of the Premises or the operation, use
or maintenance of any personal property, fixtures, machinery, equipment or improvements in the
Premises.



7.04 Changes to Fire Suppression System. If any bureau, department or official of the
state or city government having jurisdiction shall require or recommend that any changes,
modifications, alterations, additional sprinkler heads or other equipment be made or supplied to
the fire suppression system or if any such changes, modifications, alterations, additional
sprinkler heads or other equipment become necessary to prevent the imposition of a penalty or
charge against the full allowance for a fire suppression system in the initial insurance rate as
fixed by the appropriate board or authority, or by a fire insurance company solely by reason of
Tenant’s unique business, then, in any such event, Tenant shall be liable for the cost of
installing, repairing, or replacing as the case may be, any such equipment, and the cost of any
such changes, modifications, alterations, additional sprinkler heads or such other equipment.



ARTICLE 8: INSURANCE/INDEMNITY




8.01 Tenant’s Insurance. Tenant, at its expense, will maintain the following
insurance coverages during the Occupancy Period:



(a) Liability Insurance. Commercial general liability insurance insuring Tenant against
liability for bodily injury, property damage (including loss of use of property) and personal
injury at the Premises, including contractual liability. Such insurance will name Landlord, its
property manager, any mortgagee, and such other parties as Landlord may designate, as additional
insureds. The initial amount of such insurance will be Two Million Dollars ($2,000,000) per
occurrence and will be subject to periodic increases reasonably specified by Landlord based upon
inflation, increased liability awards, recommendations of Landlord’s professional insurance
advisers, and other relevant factors. The liability insurance obtained by Tenant under this Section
8.01 will (i) be primary and (ii) insure Tenant’s obligations to Landlord under Section 8.06. The
amount and coverage of such insurance will not limit Tenant’s liability nor relieve Tenant of any
other obligation under this Lease.



(b) Worker’s Compensation Insurance. Worker’s Compensation Insurance in the statutory
amount (and Employers’ Liability Insurance) covering all employees of Tenant employed or performing
services at the Premises, in order to provide the statutory benefits required by the laws of the
state in which the Premises are located.



(c) Automobile Liability Insurance. Automobile Liability Insurance, including but not
limited to, passenger liability, on all owned, non-owned, and hired vehicles used in connection
with the Premises, with a combined single limit per occurrence of not less than One Million Dollars
($1,000,000) for injuries or death of one or more persons or loss or damage to property.



(d) Personal Property Insurance. Personal Property Insurance covering leasehold
improvements paid for by Tenant and Tenant’s personal property and fixtures from time to time



-8-









 





in, on, or at the Premises, in an amount not less than 100% of the full replacement cost, without
deduction for depreciation, providing protection against events protected under a Causes of
Loss-Special Form property insurance policy as well as against sprinkler damage, vandalism, and
malicious mischief. Any proceeds from the Personal Property Insurance will be used for the repair
or replacement of the property damaged or destroyed, unless the Lease Term is terminated under an
applicable provision herein. If the Premises are not repaired or restored in accordance with this
Lease, Landlord will receive any proceeds from the personal property insurance allocable to
Tenant’s leasehold improvements.



8.02 Landlord’s Insurance. During the Lease Term, Landlord will maintain in effect a Causes
of Loss-Special Form property insurance policy covering loss of or damage to the Property in the
amount of its replacement value with such endorsements and deductibles as Landlord determines from
time to time. Landlord will have the right to obtain flood, earthquake, and such other insurance as
Landlord determines from time to time or is required by any mortgagee of the Property. Landlord
will not insure Tenant’s fixtures or equipment or building improvements paid for by Tenant.
Landlord may obtain commercial general liability insurance in an amount and with coverage
determined by Landlord insuring Landlord against liability with respect to the Premises and the
Property. The policy obtained by Landlord will not provide primary insurance, will not be
contributory and will be excess over any liability insurance maintained by Tenant. Landlord will
also maintain a rental income insurance policy, with loss payable to Landlord. Tenant will pay
Landlord Tenant’s Pro Rata Share of premiums for the insurance policies maintained by Landlord. Any
increase in the cost of Landlord’s insurance due to Tenant’s use or activities at the Premises will
be paid by Tenant to Landlord as Additional Rent.



8.03 General Insurance Provisions. Any insurance which Tenant is required to maintain under
this Lease will include a provision which requires the insurance carrier to give Landlord not less
than 30 days’ written notice prior to any cancellation or modification of such coverage. Prior to
the earlier of Tenant’s entry into the Premises or the Commencement Date, Tenant will deliver to
Landlord an insurance company certificate that Tenant maintains the insurance required by Section
8.01 and not less than 30 days prior to the expiration or termination of any such insurance, Tenant
will deliver to Landlord renewal certificates therefor. Tenant will provide Landlord with
Certificates of Insurance promptly upon request from time to time. All insurance policies required
under this Lease will be with companies having a “General Policy
Rating” of A-; X or better, as
set forth in the most current issue of the Best Key Rating Guide.



8.04 Tenant’s Damage Waiver. Except as set forth below, Tenant assumes all risk with
respect to damage to or theft of its property located at the Premises and agrees to look solely to
its own insurance in the case of any damage to its property . Accordingly, Tenant expressly,
knowingly and voluntarily waives and releases any claims which it may have against the Landlord or
Landlord’s employees, agents, contractors or manager for damage to or theft of Tenant’s property
located at the Premises as a result of the acts or omissions of Landlord or Landlord’s employees,
agents, contractors or manager, INCLUDING AS A RESULT OF THE NEGLIGENCE OF LANDLORD OR ITS
EMPLOYEES, AGENTS, CONTRACTORS OR MANAGER. Without limiting the foregoing, Tenant waives any claims
against Landlord as a result of any explosion, flooding or leaking in the Premises, the Premises
becoming out of repair, any latent or patent defects in the Premises or any accident within or
adjacent to the Premises. Tenant shall, on or before the earlier of the Lease Commencement Date or
the date on which




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Tenant first enters the Premises for any purpose, at its sole cost and expense, obtain and keep in
full force and effect at all times thereafter a waiver of subrogation from its insurer with respect
to the property insurance maintained by Tenant in connection with the Premises and property located
therein



8.05 Landlord’s Damage Waiver. Except as set forth below, Landlord assumes all risk with
respect to damage to the Premises and interruption to the operation of the Premises and agrees to
look solely to its own insurance in the case of any damage to the Premises or interruption to its
business. Accordingly, Landlord expressly, knowingly and voluntarily waives and releases any
claims which it may have against the Tenant or Tenant’s employees, agents, or contractors for
damage to the Premises (including damage to or theft of Landlord’s property located at the
Premises) and a loss of business (including lost rents at the Premises) as a result of the acts or
omissions of Tenant or Tenant’s employees, agents or contractors, INCLUDING AS A RESULT
OF THE NEGLIGENCE OF TENANT OR ITS EMPLOYEES, AGENTS OR
CONTRACTORS. Without limiting the foregoing, Landlord waives any claims against Tenant
as a result of the Tenant’s premises becoming out of repair or any defects in Tenant’s property at
the Premises or any accident within or adjacent to the Premises. Landlord shall, at its sole cost
and expense, obtain and keep in full force and effect at all times a waiver of subrogation from its
insurer with respect to the Premises, Landlord’s property located therein and Landlord’s rent loss
insurance.



8.06 Indemnity. Tenant shall indemnify, defend, and hold harmless Landlord and Landlord’s
employees, agents, contractors and manager (collectively, the “Landlord Indemnitees”) from
and against any and all loss, damage, claim, demand, liability or expense (including reasonable
attorneys’ fees) resulting from claims by third parties and based on (i) any acts or omissions of
Tenant, its employees, agent or contractors, or (ii) any personal injury or property damage
occurring within the Premises or arising out of Tenant’s operations at the Property. Tenant shall
have the right to assume the defense of any claim covered by this indemnity on behalf of both
itself and the Landlord Indemnitees and the Landlord Indemnitees may not settle such claim
without the consent of Tenant, provided (a) Tenant acknowledges to the Landlord Indemnitees in
writing that it is responsible for such claim under the terms of this paragraph and (b) the lawyers
selected by Tenant to handle such defense are reasonably satisfactory to the Landlord
Indemnitees and such representation does not result in a conflict of interest for such lawyers.
The Landlord Indemnitees may participate in the defense of such claim at their own expense
unless Tenant is not representing the Landlord Indemnitees in which case the reasonable expense
of the Landlord Indemnitees in defending against such claim shall be paid by Tenant. The
provisions of this indemnity shall survive the expiration or sooner termination of this Lease.



8.07 Business Interruption. Landlord shall not be responsible for, and Tenant releases and
discharges Landlord from, and Tenant further waives any right of recovery from Landlord for,
any loss for or from business interruption or loss of use of the Premises suffered by Tenant in
connection with Tenant’s use or occupancy of the Premises, EVEN IF SUCH LOSS IS
CAUSED SOLELY OR IN PART BY THE NEGLIGENCE OF LANDLORD. Tenant shall, on
or before the earlier of the Lease Commencement Date or the date on which Tenant first enters
the Premises for any purpose, at its sole cost and expense, obtain and keep in full force and
effect at all times thereafter a waiver of subrogation from its insurer with respect to the business
interruption insurance maintained by Tenant in connection with the Premises.



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ARTICLE 9: CONDITION AND MAINTENANCE OF PREMISES




9.01 Existing Condition. Except for the tenant improvements that Landlord will agree to
undertake and pay for (to the extent within the tenant allowance) as referred to on the Rider
attached hereto, Tenant hereby accepts the Property and the Premises in their present “AS-IS”
condition. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any
representation as to the condition of the Property or the Premises or the suitability of the
Property or the Premises for Tenant’s intended use. Tenant represents and warrants that Tenant has made
its own inspection of and inquiry regarding the condition of the Property and the Premises and is
not relying on any representations of or warranties (express or implied) Landlord or any broker
with respect thereto.



9.02 Landlord’s Obligations. Subject to the provisions of Article 11 (Casualty and
Condemnation), Tenant’s express obligations hereunder, and Tenant’s obligation to pay
Additional Rent pursuant to Section 4.02, and except for damage caused by any act or omission
of Tenant or Tenant’s employees, agents, contractors or invitees, Landlord will maintain the
Common Areas in good order, condition and repair and will keep the foundation, roof, building
systems (other than the heating, ventilating and air conditioning system), structural supports and
exterior walls of the improvements on the Property in good order, condition and repair. Landlord
will not be obligated to maintain or repair windows, doors or plate glass. Tenant will promptly
report in writing to Landlord any defective condition known to it which Landlord is required to
repair. Landlord will repair, at Tenant’s expense, any damage to the Property caused by Tenant’s
acts or omissions which is Landlord’s maintenance responsibility.



9.03 Tenant’s Obligations. Subject to the provisions of Article 11 (Casualty and
Condemnation), Tenant, at its sole cost and expense, will keep all portions of the Premises
(including without limitation, all systems and equipment, i.e., HVAC systems, dock levelers,
bumpers, doors and floor covering) in good order, condition and repair (including repainting and
refinishing, as needed). If any portion of the Premises or any system or equipment in the
Premises which Tenant is obligated to repair can not be fully repaired or restored, Tenant will
promptly replace such portion of the Premises or system or equipment. Tenant will maintain a
preventive maintenance contract providing for the regular inspection and maintenance of the
heating and air conditioning system by a heating and air conditioning contractor, such contract
and contractor to be reasonably approved by Landlord. At Landlord’s election, Landlord will
perform Tenant’s maintenance and repair obligations under this Section 9.03 and Tenant will
reimburse Landlord for all costs incurred in doing so promptly upon receipt of an invoice from
Landlord. Furthermore, notwithstanding anything in this Lease to the contrary, Tenant shall be
solely responsible, at its expense, for correcting any non-compliance with Legal Requirements
arising solely out of the specific use to which Tenant will put the Premises or to any
installations, alterations, additions or improvements made or to be made by Tenant, and further agrees to
comply with all Legal Requirements throughout the Lease Term.



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9.04 Tenant’s Alterations.




(a) Tenant’s Work. Except as set forth on the Rider attached hereof, Tenant may not make
any installations, alterations, additions, or improvements or major repairs in or to the Premises
without obtaining Landlord’s prior written consent. All work will be performed in accordance
with plans and specifications approved by Landlord. Tenant will procure all necessary permits
and licenses before undertaking any work on the Premises and will perform all work in a good
and workmanlike manner employing materials of good quality and in conformity with all
applicable Legal Requirements and insurance requirements. Tenant will (i) employ only
contractors reasonably approved by Landlord, (ii) require all contractors employed by Tenant to
carry worker’s compensation insurance in accordance with statutory requirements and
commercial general liability insurance covering such contractors on or about the Premises with a
combined single limit not less than $3,000,000 and (iii) submit certificates evidencing such
coverage to Landlord prior to the commencement of any work. Landlord may inspect Tenant’s
work at reasonable times. Tenant will prosecute and complete such work with reasonable
diligence and will provide Landlord with “as built” plans, copies of all construction contracts and
proof of payment for all labor and materials. Notwithstanding any supervision of or approval of
Tenant’s work by Landlord, Landlord shall have no responsibility for any work performed by or
on behalf of Tenant.



(b) No Liens. Tenant will pay when due all claims for labor and material furnished to the
Premises and keep the Property at all times free from liens for labor and materials. Tenant will
give Landlord at least 20 days’ prior written notice of the commencement of any work on the
Premises, regardless of whether Landlord’s consent to such work is required. Landlord may
record and post notices of non-responsibility on the Premises.



9.05 Surrender. Upon the expiration or earlier termination of the Lease, Tenant will
surrender the Premises to Landlord broom clean and in the condition which Tenant is required to maintain
the Premises under this Lease. Tenant will not be obligated to repair any damage which Landlord
is required to repair under Article 11 (Casualty and Condemnation). Landlord may require
Tenant, at its expense, to remove any alterations, additions or improvements prior to the
expiration or earlier termination of the Lease and to restore the Premises to their prior
condition. With respect to any alterations, additions or improvements which require Landlord’s approval,
Landlord will specify if Tenant will be required to remove the same at the time of such approval.
Any work which Tenant is not required to remove will, at Landlord’s option, become Landlord’s
property and will be surrendered to Landlord upon the expiration or earlier termination of the
Lease, except that Tenant may remove any of Tenant’s machinery or equipment which can be
removed without damage to the Property so long as Tenant repairs any damage caused by such
removal. Landlord shall have the right to remove and dispose of, at Tenant’s expense, personal
property of Tenant remaining in the Premises upon the expiration or earlier termination of this
Lease.



9.06 Exemption of Landlord from Liability. Landlord will not be liable for any damage or
injury to the person, business (or any loss of income therefrom), goods, wares, merchandise or
other property of Tenant, Tenant’s employees, invitees, customers or any other person on or
about the Property, whether such damage or injury is caused by or results from: (a) fire, steam,
electricity, water, gas or rain; (b) the breakage, leakage, obstruction or other defects of pipes,
sprinklers, wires, appliances, plumbing, air conditioning or lighting fixtures or any other cause;
(c) conditions arising in or about the Property, or from other sources or places; (d) any




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curtailment or interruption in utility services or (e) any act or omission of any other tenant of
the Property. Tenant will give Landlord prompt notice upon the occurrence of any accident or
casualty at the Premises. Notwithstanding Landlord’s negligence or breach of this Lease, Landlord
shall under no circumstances be liable for injury to Tenant’s business or for any loss of income or
profit therefrom.



9.07 Lease Governs. This Lease governs the parties’ respective obligations for repair
and maintenance of the Property and Premises, and the parties waive the benefit of any existing or
future statute that is inconsistent with the provisions hereof or affords Tenant the right to
terminate the Lease or make repairs at the expense of Landlord.




ARTICLE 10: HAZARDOUS MATERIALS




10.01 Reportable Uses Require Consent. The term “Hazardous Substance” as used in
this Lease shall mean any product, substance, or waste whose presence, use, manufacture, disposal,
transportation, or release, either by itself or in combination with other materials expected to be
on the Property or the Premises, is either: (i) potentially injurious to the public health, safety
or welfare, the environment, the Property or the Premises, (ii) regulated or monitored by any
governmental authority, or (iii) a basis for potential liability of Landlord to any governmental
agency or third party under any applicable statute or common law theory. Hazardous Substances shall
include, but not be limited to, PCB’s, hydrocarbons, petroleum, gasoline, and/or crude oil or any
products, by-products or fractions thereof. Tenant shall not engage in any activity in or on the
Property or the Premises which constitutes a Reportable Use of Hazardous Substances without the
express prior written consent of Landlord, which consent may be given or withheld in Landlord’s
sole discretion, and timely compliance (at Tenant’s expense) with all Legal Requirements.
“Reportable Use” shall mean (i) the installation or use of any above ground storage tank,
(ii) the generation, possession, storage, use, transportation, or disposal of a Hazardous Substance
that requires a permit from, or with respect to which a report, notice, registration or business
plan is required to be filed with, any governmental authority, and/or (iii) the presence at the
Property or the Premises of a Hazardous Substance with respect to which any Legal Requirements
requires that a notice be given to persons entering or occupying the Property or the Premises or
neighboring properties. Notwithstanding the foregoing, Tenant may use any ordinary and customary
materials, in reasonable quantities, which are reasonably required to be used in the normal course
of the Permitted Use, so long as the use thereof is in compliance with all Legal Requirements, is
not a Reportable Use, and does not expose the Property or the Premises or neighboring property to
any meaningful risk of contamination or damage or expose Landlord to any liability therefor. In
addition, Landlord may condition its consent to any Reportable Use upon receiving such additional
assurances as Landlord reasonably deems necessary to protect itself, the public, the Property, the
Premises and/or the environment against damage, contamination, injury and/or liability, including,
but not limited to, the installation (and removal on or before Lease expiration or termination) of
protective modifications (such as concrete encasements) and/or increasing the Security Deposit.



10.02 Duty to Inform Landlord. If Tenant knows, or has reasonable cause to believe, that a
Hazardous Substance has come to be located in, on, under or about the Property or the Premises,
other than as previously consented to by Landlord, Tenant shall immediately give written notice



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of such fact to Landlord, and provide Landlord with a copy of any report, notice, claim or other
documentation which it has concerning the presence of such Hazardous Substance.



10.03 Tenant Remediation. Tenant shall not cause or permit any Hazardous Substance to be
spilled or released in, on, under, or about the Premises (including through the plumbing or
sanitary sewer system) and shall promptly, at Tenant’s sole cost and expense, take all
investigatory and/or remedial action reasonably recommended, whether or not formally ordered or
required, for the cleanup of any contamination of, and for the maintenance, security and/or
monitoring of the Premises or neighboring properties, that was caused or materially contributed to
by Tenant, or pertaining to or involving any Hazardous Substance brought onto the Premises during
the term of this Lease, by or for Tenant, or any third party.



10.04
Tenant Indemnification. Tenant shall indemnify, defend and hold Landlord, its agents,
employees and lenders, if any, harmless from and against any and all loss of rents and/or damages,
liabilities, judgments, claims, expenses, penalties, and attorneys’ and consultants’ fees arising
out of or involving any Hazardous Substance (i) brought onto the Premises during the term of this
Lease (provided, however, that Tenant shall have no liability under this Lease with respect to
underground migration of any Hazardous Substance under the Premises from adjacent properties which
Tenant did not contribute to or exacerbate) or (ii) brought onto any portion of the Property, other
than the Premises, by Tenant. Tenant’s obligations shall include, but not be limited to, the
effects of any contamination or injury to person, property or the environment created or suffered
by Tenant, and the cost of investigation, removal, remediation, restoration and/or abatement, and
shall survive the expiration or termination of this Lease. No termination, cancellation or release
agreement entered into by Landlord and Tenant shall release Tenant from its obligations under this
Lease with respect to Hazardous Substances, unless Landlord specifically agrees thereto in writing
at the time of such agreement and such agreement specifically identifies this Section 10.04.



10.05 Investigations and Remediation. Landlord shall retain the responsibility and pay for
any investigations or remediation measures required by governmental entities having jurisdiction
with respect to the existence of Hazardous Substances on the Premises prior to the Commencement
Date, unless such remediation measure is required as a result of Tenant’s use (including any
installations, additions, additions or improvements by Tenant) of the Premises, in which event
Tenant shall be responsible for such payment. Tenant shall cooperate fully in any such activities
at the request of Landlord, including allowing Landlord and Landlord’s agents to have reasonable
access to the Premises at reasonable times in order to carry out Landlord’s investigative and
remedial responsibilities.



ARTICLE 11: CASUALTY AND CONDEMNATION




11.01 Damage to Premises.




(a) If the Building or the Premises are destroyed or rendered untenantable, either wholly or
in part, by fire or other cause of damage (“Damage
Event”), Tenant will immediately notify
Landlord in writing upon the occurrence of such Damage Event. Landlord may elect either to (i)
repair the damage caused by such Damage Event as soon as reasonably possible, in which case this
Lease will remain in full force and effect, or (ii) terminate the Lease Term as of the date the



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Damage Event occurred. Landlord will notify Tenant within 30 days after receipt of notice of the
Damage Event whether Landlord elects to repair the damage or terminate the Lease Term. If Landlord
elects to repair the damage, Tenant will pay Landlord the portion of the deductible amount (which
deductible shall not exceed $25,000) under Landlord’s insurance allocable to the damage to the
Premises and, if the damage was due to an act or omission of Tenant or its employees, agents,
contractors or invitees, the difference between the actual cost of repair and any insurance
proceeds received by Landlord.



(b) If (i) based on the estimate (the “Restoration Estimate”) of Landlord’s architect or
contractor, it will take Landlord more than 9 months to rebuild the Premises following a Damage
Event affecting the Premises, or (ii) the Damage Event occurs during the last 6 months of the Lease
Term and the damage to the Premises is estimated by Landlord to require more than 30 days to
repair, then, provided the Damage Event was not the result of the acts or omissions of Tenant,
Tenant may elect to terminate the Lease Term as of the date the Damage Event occurred, which must
be exercised by written notification to Landlord within 10 days after the occurrence of the Damage
Event, and, if such termination is based upon the facts described in clause (i) above, such 10-day
period shall be extended to the date 10 days after Tenant’s receipt of the Restoration Estimate.



(c) If the Property is destroyed or damaged by a Damage Event and Landlord elects to repair or
restore the Property pursuant to the provisions of this Article 11, any Rent payable during the
period of such damage, repair and/or restoration will be reduced according to the degree, if any,
to which Tenant’s use of the Premises is impaired.



(d) The provisions of this Article 11 will govern the rights and obligations of Landlord and Tenant
in the event of any damage or destruction of or to the Property or the Premises. Tenant waives the
protection of any statute, code or judicial decision which grants a tenant the right to terminate a
lease in the event of the damage or destruction of the leased property.



11.02 Condemnation. If more than 20% of the floor area of the Building is taken by
eminent domain, then Landlord may terminate the Lease as of the date the condemning authority takes
title or possession, by delivering notice to Tenant within 10 days after receipt of written notice
of such taking (or in the absence of such notice, within 10 days after the condemning authority
takes title or possession). In addition, if more than 20% of the floor area of the Premises or more
than 25% of the parking on the Property is taken by eminent domain, either Landlord or Tenant may
terminate the Lease as of the date the condemning authority takes title or possession, by
delivering notice to the other within 10 days after receipt of written notice of such taking (or in
the absence of such notice, within 10 days after the condemning authority takes title or
possession). If neither party terminates the Lease, this Lease will remain in effect as to the
portion of the Premises not taken, except that the Base Rent will be reduced in proportion to the
reduction in the floor area of the Premises. Any condemnation award or payment will be paid to
Landlord. Tenant will have no claim against Landlord for the value of
the unexpired lease term or
otherwise; provided, however, Tenant may make a separate claim with the condemning authority for
its personal property and/or moving costs so long as Landlord’s award is not reduced thereby.





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ARTICLE 12: ASSIGNMENT AND SUBLETTING




12.01 Landlord’s Consent Required. Tenant will not assign or transfer this Lease or
sublease the Premises or any part thereof or interest therein, or mortgage, pledge or hypothecate
its leasehold interest, without Landlord’s prior written consent, which will not be unreasonably
withheld. Unless Tenant is a publicly traded company, a transfer of a controlling interest, in one
or more transactions, in Tenant will be deemed an assignment of this Lease. Any attempted transfer
without consent will be void and constitute a non-curable Event of Default under this Lease (as
defined below). Tenant’s request for consent will include the details of the proposed sublease or
assignment, including the name, business and financial condition of the prospective transferee,
financial details of the proposed transaction (e.g., the term of and the rent and security deposit
payable under any proposed assignment or sublease), and any other information Landlord deems
relevant. Tenant acknowledges that it shall be reasonable for Landlord to withhold its consent to a
proposed assignment or sublease in any of the following instances:
(i) the assignee or sublessee is not, in Landlord’s reasonable opinion, sufficiently creditworthy
to perform the obligations such assignee or sublessee will have under this Lease; (ii) the intended
use of the Premises by the assignee or sublessee is not the same as set forth in this Lease or
otherwise reasonably satisfactory to Landlord; (iii) the intended use of the Premises by the
assignee or sublessee would materially increase the pedestrian or vehicular traffic to the Premises
or the Property; (iv) occupancy of the Premises by the assignee or sublessee would, in the good
faith judgment of Landlord, violate any agreement binding upon Landlord or the Property with regard
to the identity of tenants, usage in the Property, or similar matters; (v) the assignee or
sublessee is then negotiating with Landlord or has negotiated with Landlord within the previous six
(6) months, or is a current tenant or subtenant within the Property; (vi) the identity or business
reputation of the assignee or sublessee will, in the good faith judgment of Landlord, tend to
damage the goodwill or reputation of the Property; or (vii) in the case of a sublease, the
subtenant has not acknowledged that the Lease controls over any inconsistent provision in the
sublease. The foregoing criteria shall not exclude any other reasonable basis for Landlord to
refuse its consent to such assignment or sublease. Tenant will promptly furnish to Landlord copies
of all transaction documentation.



12.02 Transfers to Affiliates. Notwithstanding Section 12.01, Tenant, on prior notice to
Landlord (but without Landlord’s consent), may assign this Lease or sublet the Premises to any
entity controlling Tenant, controlled by Tenant or under common control with Tenant (a “Tenant
Affiliate”), provided such Tenant Affiliate after the assignment or sublease will have a
comparable net worth to Tenant.



12.03 Offer to Terminate. If Tenant desires to assign this Lease or sublease all of any part
of the Premises other than to a Tenant Affiliate, Tenant will notify Landlord and Landlord for a
period of 30 days will have the right to terminate this Lease. If Tenant desires to sublease only a
portion of the Premises, and such portion is subdividable (with any costs paid by Tenant), then the
right to terminate may be exercised with respect to only that portion of the Premises to be
subleased. If Landlord elects not to terminate this Lease as provided in this Section 12.03, Tenant
shall pay to Landlord 50% of any net profits received by Tenant from any assignment of this Lease
or sublet of the Premises.



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12.04 No Release of Tenant. Notwithstanding any assignment or subletting, Tenant will at
all times remain fully responsible and primarily liable for the payment of Rent and compliance with
all of Tenant’s obligations under this Lease. Consent to one transfer will not be deemed a consent
to any subsequent transfer or a waiver of the obligation to obtain consent on subsequent occasions.
If Tenant’s assignee or transferee defaults under this Lease, Landlord may proceed directly against
Tenant without pursuing remedies against the assignee or transferee.



ARTICLE 13: DEFAULTS AND REMEDIES




13.01 Covenants and Conditions. Each of Tenant’s obligations under this Lease is a covenant
and a condition. Tenant’s right to continue in possession of the Premises is conditioned upon such
performance. Time is of the essence in the performance by Tenant of all covenants and conditions.



13.02
Defaults. Each of the following constitutes an “Event of Default” under this
Lease:



(a) Tenant fails to pay Rent or any other sum payable under this Lease within 5 days after it is
due; provided, however, with respect to the first such nonpayment in any calendar year, Tenant will
have 5 days after receipt of notice that rent is due to pay such amount;



(b) Tenant fails to perform any of Tenant’s other obligations under this Lease and such failure
continues for a period of 30 days after notice from Landlord; provided that if more than 30 days
are reasonably required to complete such performance, Tenant will not be in default if Tenant
commences such performance within the 30 day period and thereafter diligently pursues its
completion;



(c) Tenant vacates or abandons the Premises; or




(d) Tenant (or Guarantor) becomes insolvent or bankrupt, has a receiver or trustee appointed for
any part of its property, makes an assignment for the benefit of its creditors, or any proceeding
is commenced either by Tenant or against it under any bankruptcy or insolvency laws, which
proceeding is not dismissed within 60 days.



13.03 Remedies. Upon each occurrence of an Event of Default and so long as such Event of
Default shall be continuing, Landlord may at any time thereafter at its election:



(a) Terminate Lease. Landlord may terminate this Lease. If Landlord terminates this
Lease, Landlord may recover from Tenant the sum of: all Base Rent and all other amounts accrued
hereunder to the date of such termination; the value of any free or reduced rent provided for in
this Lease; the cost of removing and storing Tenant’s or any other occupant’s property, repairing,
altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant
or tenants, and all reasonable expenses incurred by Landlord in pursuing its remedies, including
reasonable attorneys’ fees and court costs; and the excess of the then present value of the Base
Rent and other amounts payable by Tenant under this Lease as would otherwise have been required to
be paid by Tenant to Landlord during the period following the termination of this Lease measured
from the date of such termination to the expiration date stated in this Lease, over the present
value of any net amounts which Tenant establishes Landlord can reasonably expect to recover by
reletting the Premises for such period, taking into consideration the availability of




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acceptable tenants, the time period to secure future tenants (and the commencement of the payment
of rents), and other market conditions affecting leasing. Such present values shall be calculated
at a discount rate equal to the 90-day U.S. Treasury bill rate at the date of such termination.



(b) Terminate Right of Possession. Landlord may terminate Tenant’s right of possession of
the Premises without terminating this Lease. If Landlord terminates Tenant’s right of possession
(but not this Lease), Landlord may relet the Premises for the account of Tenant for such rent and
upon such terms as shall be satisfactory to Landlord without thereby releasing Tenant from any
liability hereunder and without demand or notice of any kind to Tenant. For the purpose of such
reletting Landlord is authorized to make any repairs, changes, alterations, or additions in or to
the Premises as Landlord deems reasonably necessary or desirable. If the Premises are not relet,
then Tenant shall, pay to Landlord as damages a sum equal to the amount of the rental reserved in
this Lease for such period or periods, plus the cost of recovering possession of the Premises
(including attorneys’ fees and costs of suit), the unpaid Base Rent and other amounts accrued
hereunder at the time of repossession, and the costs incurred in any attempt by Landlord to relet
the Premises. If the Premises are relet and a sufficient sum shall not be realized from such
reletting to satisfy the rent provided for in this Lease to be paid, then Tenant shall immediately
satisfy and pay any such deficiency. Any such payments due Landlord shall be made upon demand
therefor from time to time and Tenant agrees that Landlord may file suit to recover any sums
falling due from time to time. Notwithstanding any such reletting, or termination of Tenant’s right
of possession, without termination, Landlord may at any time thereafter elect in writing to
terminate this Lease for such previous breach. With respect to any reletting by Landlord, Landlord
and Tenant agree that; (i) Landlord shall have the right to first lease other space owned or
controlled by it in or around the Property and the Premises; (ii) Landlord shall not be obligated
to lease the Premises for any use which violates a then existing “exclusive” at the Property or
which competes with any other then existing tenant at the Property; (iii) Landlord shall not be
obligated to lease the Premises for any use which would result in an inappropriate tenant mix, as
determined by Landlord; (iv) Landlord shall not be obligated to lease the Premises for any use
which is not commonly found at similar properties or for any use which, in Landlord’s reasonable
opinion, would be inappropriate for the Property, (v) Landlord shall not be obligated to lease the
Premises if the parking requirements for the proposes use exceed the parking requirements for the
use provided for in the Lease; (vi) any proposed tenant or proposed use must meet all of Landlord’s
leasing criteria, including, without limitation, financial strength and operating experience.



(c) Right to Re-Enter. Upon the termination of this Lease or termination of Tenant’s right
of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by any action or proceeding authorized by law and to remove Tenant and all
persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right
to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the
Premises.



(d) Waiver. Any law, usage, or custom to the contrary notwithstanding, Landlord shall have
the right at all times to enforce the provisions of this Lease in strict accordance with the terms
hereof; and the failure of Landlord at any time to enforce its rights under this Lease strictly in
accordance with same shall not be construed as having created a custom in any way or manner




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contrary to the specific terms, provisions, and covenants of this Lease or as having modified the
same. Tenant and Landlord further agree that forbearance or waiver by Landlord to enforce its
rights pursuant to this Lease or at law or in equity, shall not be a waiver of Landlord’s right to
enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord
of rent or other payment with knowledge of the breach of any covenant hereof shall not be deemed a
waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to
have been made unless expressed in writing and signed by Landlord.



(e) Additional Remedies. Landlord may pursue any other remedy now or hereafter
available to Landlord under the laws or judicial decisions of the state in which the Property is
located.



13.04 Damages. On any termination, Landlord’s damages will include all costs and fees,
including reasonable attorneys’ fees that Landlord incurs in connection with any bankruptcy court
or other court proceeding with respect to the Lease, the obtaining of relief from any stay in
bankruptcy restraining any action to evict Tenant, or the pursuing of any action with respect to
Landlord’s right to possession of the Premises. All such damages suffered (apart from Rent payable
hereunder) will constitute pecuniary damages which will be paid to Landlord prior to assumption of
the Lease by Tenant or any successor to Tenant in any bankruptcy or other proceedings.



13.05 Cumulative Remedies. Except as otherwise expressly provided herein, any and all
rights and remedies which Landlord may have under this Lease and at law and equity are cumulative
and will not be deemed inconsistent with each other, and any two or more of all such rights and
remedies may be exercised at the same time to the greatest extent permitted by law.



13.06 Notice to Landlord. Tenant will give written notice of any failure by Landlord to
perform any of its obligations under this Lease to Landlord and to any ground lessor, mortgagee or
beneficiary under any Security Document encumbering the Property whose name and address have been
furnished to Tenant. Landlord will not be in default under this Lease unless Landlord (or such
ground lessor, mortgagee or beneficiary) fails to cure such non-performance within 30 days after
receipt of Tenant’s notice or such longer period as may be required to diligently complete such
matter. If Landlord (or such ground lessor, mortgagee or beneficiary) can not perform any of its
obligations due to events beyond its reasonable control, the time provided for performing such
obligations will be extended by a period of time equal to the duration of such events. Events
beyond Landlord’s reasonable control include, but are not limited to, acts of God, war, civil
commotion, labor disputes, strikes, fire, flood or other casualty or weather conditions, shortages
of labor or material, and Legal Requirements.



13.07 Landlord’s Right to Cure. If Tenant defaults in the performance of any obligation
under this Lease, Landlord will have the right (but is not required) to perform such obligation
and, if necessary, to enter upon the Premises. All costs incurred by Landlord in connection with
such performance (together with interest at the rate of 15% per annum but not to exceed the highest
legal rate) will be deemed to be Additional Rent under this Lease and will be payable to Landlord
immediately on demand. Landlord may exercise the foregoing rights without waiving any of its other
rights or releasing Tenant from any of its obligations under this Lease.



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13.08 (Intentionally Deleted).



13.09 (Intentionally Deleted).



ARTICLE 14: PROTECTION OF LENDERS AND OWNERS




14.01 Subordination. Tenant agrees that this Lease and the rights of Tenant hereunder shall
be subject and subordinate to any and all deeds of trust, security interests, mortgages, master
leases, ground leases or other security documents and any and all modifications, renewals,
extensions, consolidations and replacements thereof (collectively, “Security Documents”)
which now or hereafter constitute a lien upon or affect the Property, the Building or the Premises.
Such subordination shall be effective without the necessity of the execution by Tenant of any
additional document for the purpose of evidencing or effecting such subordination. In addition,
Landlord shall have the right to subordinate or cause to be subordinated any such Security
Documents to this Lease and in such case, in the event of the termination or transfer of Landlord’s
estate or interest in the Property by reason of any termination or foreclosure of any such Security
Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the
successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant
shall within fifteen (15) days of demand therefor execute any instruments or other documents which
may be required by Landlord or the holder of any Security Document and specifically shall execute,
acknowledge and deliver within fifteen (15) days of demand therefor a subordination of lease or
subordination of deed of trust, in the form customarily employed by such holder requesting the
document; the failure to do so by Tenant within such time period shall be a material default
hereunder.



14.02 Attornment. If Landlord’s interest in the Property is acquired by any ground lessor,
beneficiary, mortgagee, or purchaser at a foreclosure sale, Tenant will attorn to the transferee of
or successor to Landlord’s interest in the Property and recognize such transferee or successor as
successor Landlord under this Lease. Tenant waives the protection of any statute or rule of law
which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon
the transfer of Landlord’s interest.



14.03 Estoppel Certificates. Within 10 days after Landlord’s request, Tenant will execute,
acknowledge and deliver to Landlord a written statement certifying: (i) that none of the terms or
provisions of this Lease have been changed (or if they have been changed, stating how they have
been changed); (ii) that this Lease has not been canceled or terminated; (iii) the last date of
payment of the Base Rent and other charges and the time period
covered by such payment; (iv) that Landlord is not in default under this Lease (or if Landlord is claimed to be in default,
setting forth such default in reasonable detail); and (v) such other information with respect to
Tenant or this Lease as Landlord may reasonably request or which any prospective purchaser or
encumbrancer of the Property may require. Landlord may deliver any such statement by Tenant to any
prospective purchaser or encumbrancer of the Property, and such purchaser or encumbrancer may rely
conclusively upon such statement as true and correct. If Tenant does not deliver such statement to
Landlord within such 10-day period, Landlord, and any prospective purchaser or encumbrancer, may
conclusively presume and rely upon (and Tenant will be estopped from denying): (i) that the terms
and provisions of this Lease have not been changed except as otherwise represented by Landlord;
(ii) that this Lease has not been canceled or terminated except as otherwise represented by
Landlord; (iii) that not more man one month’s




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Base Rent or other charges have been paid in advance; and (iv) that Landlord is not in default
under this Lease.



14.04 (Intentionally Deleted).




14.05 Landlord’s Liability. No owner of the Property shall be liable under this Lease
except for breaches of Landlord’s obligations occurring while owner of the Property. Any liability
of Landlord for a default by Landlord under this Lease, or a breach by Landlord of any of its
obligations under the Lease, shall be limited solely to its interest in the Property, and in no
event shall any personal liability be asserted against Landlord in connection with this Lease nor
shall any recourse be had to any other property or assets of Landlord. The terms of this Section
14.05 shall also apply in the event the holder of any ground lease, deed of trust or mortgage
encumbering the Property, or any purchaser or transferee pursuant to the foreclosure or transfer of
the Property under any such instrument becomes the Landlord.



ARTICLE 15: MISCELLANEOUS PROVISIONS




15.01
(Intentionally Deleted).




15.02 Landlord’s Consent. Tenant will pay Landlord its reasonable fees and expenses
incurred in connection with any act by Tenant which requires Landlord’s consent or approval under
this Lease.



15.03 Interpretation. The captions of the Articles or Sections of this Lease are not a part
of the terms or provisions of this Lease. Whenever required by the context of this Lease, the
singular includes the plural and the plural includes the singular. The masculine, feminine and
neuter genders each include the other. In any provision relating to the conduct, acts or omissions
of Tenant, the term “Tenant” includes Tenant, any others using or occupying the Premises or
any portion thereof with Tenant’s express or implied permission, and their respective agents,
employees, contractors, invitees and guests. This Lease does not, and nothing contained herein,
will create a partnership or other joint venture between Landlord and Tenant. A determination by a
court of competent jurisdiction that any provision of this Lease or any part thereof is illegal or
unenforceable will not invalidate the remainder of such provision, which will remain in full force
and effect.







15.04 Incorporation of Prior Agreements; — Modifications. This Lease is the only agreement
between the parties pertaining to the lease of the Premises. All amendments to this Lease must be
in writing and signed by all parties. Any other attempted amendment will be void.







15.05 Notices. All notices, requests and other communications required or permitted under
this Lease will be in writing and personally delivered or sent by a national overnight delivery
service which maintains delivery records. Notices will be delivered to Tenant’s Notice Address or
to Landlord’s Notice Address, as appropriate. All notices will be effective upon delivery (or
refusal to accept delivery). Either party may change its notice address upon ten (10) days prior
written notice to the other party given in accordance with the terms of this Section 15.05.



15.06 Waivers. Any waiver, to be effective, must be in writing and signed by the waiving
party. Landlord’s failure to enforce any provision of this Lease or its acceptance of Rent is not a




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waiver and will not prevent Landlord from enforcing that provision or any other provision of this
Lease in the future. No statement on a payment check from Tenant or in a letter accompanying a
payment check will be binding on Landlord. Landlord may, with or without notice to Tenant,
negotiate such check without being bound by to the conditions of such statement.



15.07 Memorandum of Lease. Neither party hereto will record this Lease or any memorandum
thereof without the prior written consent of the other party.



15.08
Binding Effect; Choice of Law. This Lease will bind any party who legally acquires
any
rights or interest in this Lease from Landlord or Tenant, provided that Landlord will have no
obligation to Tenant’s successor unless the rights or interests of Tenant’s successor are acquired
in accordance with the terms of this Lease. The laws of the state in which the Property is located
govern this Lease. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY(IES) AGAINST
ANY OTHER PARTY(IES) ON ANY MATTER ARISING OUT OF OR IN ANY WAY
CONNECTED WITH THIS LEASE OR THE RELATIONSHIP OF THE PARTIES
HEREUNDER.



15.09 Execution of Lease. This Lease may be executed in counterparts and, when all
counterpart documents are executed, the counterparts will constitute a single binding instrument.
Landlord’s delivery of this Lease to Tenant is not be deemed to be an offer to lease and will not
be binding upon either party until executed and delivered by both parties.



15.10 Survival. Unless otherwise expressly provided in this Lease, all representations and
warranties of Landlord and Tenant, Tenant’s indemnity under Sections 2.05 and 8.06, the
provisions of Article 10, the indemnification provisions of Section 15.11, and all obligations of
Tenant to pay Additional Rent hereunder, shall survive the termination of this Lease.



15.11 No Other Brokers. Landlord and Tenant each represent and warrant to the other that the
Brokers are the only agents, brokers, finders or other parties with whom it has dealt who may be
entitled to any commission or fee with respect to this Lease or the Premises or the Property.
Landlord and Tenant each agree to indemnify and hold the other party harmless from any claim,
demand, cost or liability, including, without limitation, attorneys’ fees and expenses, asserted by
any party other than the Brokers based upon dealings with the indemnifying party.



15.12 Attorney Costs. In any enforcement proceeding brought by either party with respect to
this Lease, the non-prevailing party will pay to the prevailing party in such proceeding all costs,
including reasonable attorneys’ fees and court costs, incurred by such other party with respect to
said proceeding and any appeals therefrom.



15.13 Severability. If any clause or provision of this Lease is illegal, invalid or unenforceable
under present or future laws, then and in that event, it is the intention of the parties hereto
that
the remainder of this Lease shall not be affected thereby. It is also the intention of the parties
to
this Lease that in lieu of each clause or provision of this Lease that is illegal, invalid or
unenforceable, there be added, as a part of this Lease, a clause or provision as similar in terms
to
such illegal, invalid or unenforceable clause or provision as may be possible and be legal, valid
and enforceable.




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15.14 Additional Provisions. The exhibits and riders, if any, attached hereto, are
incorporated herein by reference.




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     IN WITNESS WHEREOF, this Lease has been executed by the duly authorized
representatives of Landlord and Tenant on the respective dates set forth below, to be
effective for all purposes, however, as of the Effective Date as set forth above.



	 	 	 	 	 
	 	LANDLORD:



VERDE 9580 JOE RODRIGUEZ LP, a Texas
 limited
partnership

 	 
	 	By:  	Verde Real Estate Investment GP, LLC
 	 
	 	 	a Delaware limited liability company, its 	 
	 	 	general partner 	 
	 
	 	 	 
	 	By:  	
/s/ Alberto Chretin	 
	 	 	Name: Alberto Chretin	 
	 	 	Title: Managing Director	 
	 	 	 
	 	 	Date:  	4-22-08	 
	 



	 	 	 	 	 
	 	TENANT:




VIASYSTEMS TECHNOLOGIES CORP., LLC

 	 
	 	By:  	/s/ Daniel J. Weber
 	 
	 	 	Name:  	Daniel J. Weber 	 
	 	 	Title:  	Vice President, General Counsel & Secretary 	 
	 
	 	 	Date:  	4-16-08 	 



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