exv10w1






 





GRANITE SOUTH BRUNSWICK LLC,

as Landlord




AND




G III APPAREL GROUP LTD

as Tenant




 






LEASE AGREEMENT




 






Dated: December 21, 2009




Premises:




140 – 148 Docks Corner Road

Jamesburg, New Jersey




 






 









 








TABLE OF CONTENTS




	 	 	 	 	 	 	 
	 	 	 	 	PAGE	 
	ARTICLE 1
	 	REFERENCE DATA AND DEFINITIONS	 	 	1	 
	 
	 	 	 	 	 	 
	ARTICLE 2
	 	DEMISED PREMISES AND TERM	 	 	3	 
	 
	 	Section 2.1                   Demised Premises	 	 	3	 
	 
	 	Section 2.2                   Term	 	 	3	 
	 
	 	Section 2.3
Tenant’s Entry upon Demised Premises before Commencement Date	 	 	3	 
	 
	 	 	 	 	 	 
	ARTICLE 3
	 	RENT AND SECURITY DEPOSIT	 	 	4	 
	 
	 	Section 3.1                   Fixed Rent	 	 	4	 
	 
	 	Section 3.2                   Additional Rent	 	 	4	 
	 
	 	Section 3.3                   Past Due Rent	 	 	4	 
	 
	 	Section 3.4                   Security Deposit	 	 	5	 
	 
	 	Section 3.5                   Rent Payments	 	 	5	 
	 
	 	 	 	 	 	 
	ARTICLE 4
	 	TENANT’S SHARE OF OPERATING COSTS AND TAXES	 	 	5	 
	 
	 	Section 4.1                   Definitions	 	 	5	 
	 
	 	Section 4.2
Tenant’s Payment of Operating Costs, Taxes and Insurance	 	 	8	 
	 
	 	Section 4.3                   Refunds; Other Items	 	 	10	 
	 
	 	 	 	 	 	 
	ARTICLE 5
	 	COMPLETION AND OCCUPANCY OF DEMISED PREMISES	 	 	11	 
	 
	 	Section 5.1                   Completion of Demised Premises	 	 	11	 
	 
	 	Section 5.2                   Occupancy of Demised Premises	 	 	11	 
	 
	 	 	 	 	 	 
	ARTICLE 6
	 	CONDUCT OF BUSINESS BY TENANT	 	 	11	 
	 
	 	Section 6.1                   Use of Demised Premises	 	 	11	 
	 
	 	Section 6.2                   Compliance with Laws and Requirements of Public Authorities	 	 	11	 
	 
	 	Section 6.3                   Rules and Regulations	 	 	12	 
	 
	 	 	 	 	 	 
	ARTICLE 7
	 	COMMON AREA	 	 	13	 
	 
	 	Section 7.1                   Control of Common Area	 	 	13	 
	 
	 	Section 7.2                   Intentionally deleted	 	 	13	 
	 
	 	 	 	 	 	 
	ARTICLE 8
	 	REPAIRS, ALTERATIONS AND
MECHANICS’ LIENS	 	 	13	 
	 
	 	Section 8.1                   Repairs	 	 	13	 
	 
	 	Section 8.2                   Alterations	 	 	14	 
	 
	 	Section 8.3
Mechanics’ Liens	 	 	15	 
	 
	 	 	 	 	 	 
	ARTICLE 9
	 	UTILITIES AND BUILDING SERVICES	 	 	15	 
	 
	 	Section 9.1                   Utilities and Building Services	 	 	15	 
	 
	 	Section 9.2                   Interruption of Services	 	 	15	 






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	 	 	 	 	PAGE	 
	ARTICLE 10
	 	PROPERTY AND OTHER TAXES	 	 	16	 
	 
	 	Section 10.1
Tenant’s Property	 	 	16	 
	 
	 	Section 10.2                  Increased Value of Improvements	 	 	16	 
	 
	 	 	 	 	 	 
	ARTICLE 11
	 	INSURANCE AND INDEMNITY	 	 	16	 
	 
	 	Section 11.1
Tenant’s Insurance	 	 	16	 
	 
	 	Section 11.2                  Indemnity and Non-Liability	 	 	17	 
	 
	 	Section 11.3                  Waiver of Subrogation	 	 	18	 
	 
	 	 	 	 	 	 
	ARTICLE 12
	 	DAMAGE BY CASUALTY	 	 	19	 
	 
	 	Section 12.1                  Notice	 	 	19	 
	 
	 	Section 12.2                  Restoration of Improvements	 	 	19	 
	 
	 	Section 12.3                  Damage During Last Year of Lease Term	 	 	20	 
	 
	 	 	 	 	 	 
	ARTICLE 13
	 	EMINENT DOMAIN	 	 	20	 
	 
	 	Section 13.1                  Taking of Demised Premises	 	 	20	 
	 
	 	Section 13.2                  Partial or Temporary Taking of Building	 	 	20	 
	 
	 	Section 13.3                  Surrender	 	 	21	 
	 
	 	Section 13.4                  Rent Adjustment for Partial Taking of Demised Premises	 	 	21	 
	 
	 	Section 13.5                  Awards	 	 	21	 
	 
	 	 	 	 	 	 
	ARTICLE 14
	 	RIGHTS RESERVED TO LANDLORD	 	 	22	 
	 
	 	Section 14.1                  Access to Demised Premises	 	 	22	 
	 
	 	Section 14.2                  Additional Rights	 	 	22	 
	 
	 	 	 	 	 	 
	ARTICLE 15
	 	ASSIGNMENT AND SUBLETTING	 	 	23	 
	 
	 	Section 15.1                  Consent Required	 	 	23	 
	 
	 	 	 	 	 	 
	ARTICLE 16
	 	BANKRUPTCY	 	 	25	 
	 
	 	Section 16.1                  Bankruptcy	 	 	25	 
	 
	 	Section 16.2                  Measure of Damages	 	 	26	 
	 
	 	 	 	 	 	 
	ARTICLE 17
	 	DEFAULT	 	 	26	 
	 
	 	Section 17.1                  Events of Default	 	 	26	 
	 
	 	Section 17.2                  Damages	 	 	27	 
	 
	 	Section 17.3                  Landlord Default	 	 	28	 
	 
	 	Section 17.4                  Waiver of Jury Trial	 	 	28	 
	 
	 	 	 	 	 	 
	ARTICLE 18
	 	SURRENDER	 	 	29	 
	 
	 	Section 18.1                  Possession	 	 	29	 
	 
	 	Section 18.2                  Merger	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE 19
	 	HOLDING OVER	 	 	29	 
	 
	 	Section 19.1                  Holding Over	 	 	29	 
	 
	 	 	 	 	 	 
	ARTICLE 20
	 	REMEDIES CUMULATIVE	 	 	29	 
	 
	 	Section 20.1                  No Waiver	 	 	29	 






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	 	 	 	 	PAGE	 
	ARTICLE 21
	 	ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT	 	 	30	 
	 
	 	Section 21.1                  Estoppel Certificate	 	 	30	 
	 
	 	Section 21.2                  Subordination	 	 	30	 
	 
	 	Section 21.3                  Attornment	 	 	30	 
	 
	 	Section 21.4                  Mortgages	 	 	30	 
	 
	 	 	 	 	 	 
	ARTICLE 22
	 	QUIET ENJOYMENT	 	 	31	 
	 
	 	Section 22.1                  Quiet Enjoyment	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE 23
	 	NOTICES	 	 	31	 
	 
	 	Section 23.1                  Notices	 	 	31	 
	 
	 	 	 	 	 	 
	ARTICLE 24
	 	MISCELLANEOUS PROVISIONS	 	 	31	 
	 
	 	Section 24.1                  Time	 	 	31	 
	 
	 	Section 24.2                  Applicable Law and Construction	 	 	31	 
	 
	 	Section 24.3                  Parties Bound	 	 	32	 
	 
	 	Section 24.4                  No Representations by Landlord	 	 	32	 
	 
	 	Section 24.5                  Brokers	 	 	32	 
	 
	 	Section 24.6                  Severability	 	 	32	 
	 
	 	Section 24.7                  Force Majeure	 	 	32	 
	 
	 	Section 24.8                  Definition of Landlord	 	 	33	 
	 
	 	Section 24.9                  No Option	 	 	33	 
	 
	 	Section 24.10                 Exculpatory Clause	 	 	33	 
	 
	 	Section 24.11                 No Recording	 	 	33	 
	 
	 	Section 24.12                 No Light, View or Air Easements	 	 	33	 
	 
	 	Section 24.13                 Financial Statements	 	 	33	 
	 
	 	Section 24.14                 ERISA	 	 	33	 
	 
	 	Section 24.15                 Patriot Act	 	 	34	 
	 
	 	Section 24.16                 Signage	 	 	34	 
	 
	 	Section 24.17                 Renewal Option	 	 	34	 







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LEASE




     This Lease is made between Landlord and Tenant named in Article l as of the date set forth
therein. Landlord and Tenant, in consideration of the covenants and agreements contained herein,
agree as follows:



ARTICLE 1




REFERENCE DATA AND DEFINITIONS



     The following are definitions of terms used in this Lease, and each reference in this Lease to
any of the following subjects shall be construed to incorporate the data, terms, covenants and
provisions stated for that subject in this Article 1, subject to the terms of the balance of this
Lease:



	 	 	 
	DATE OF EXECUTION:
	 	December 21, 2009

	 	 	 

	LANDLORD:
	 	GRANITE SOUTH BRUNSWICK LLC, a

	 	 	Delaware limited liability company

	 	 	 

	MANAGING AGENT:
	 	BlackRock Realty Advisors, Inc.

	 	 	 

	LANDLORD’S AND
	 	GRANITE SOUTH BRUNSWICK LLC

	MANAGING AGENTS ADDRESS:
	 	BlackRock Realty Advisors, Inc.

	 	 	One Financial Center

	 	 	32nd Floor

	 	 	Boston, MA 02111

	 	 	Attn: Robert Norberg

	 	 	 

	 	 	With a copy to:

	 	 	 

	 	 	BlackRock Realty Advisors, Inc.

	 	 	300 Campus Drive, Suite 300

	 	 	Florham Park, NJ 07932

	 	 	Attn: Jeremy Litt, Esq.

	 	 	 

	WIRE INSTRUCTIONS AND/OR 
	 	Matrix Realty, Inc

	ADDRESS FOR RENT
	 	CN 4000, Forsgate Drive

	PAYMENT:
	 	Cranbury, NJ 08512

	 	 	Attn: Accounts Receivable

	 	 	 

	TENANT:
	 	G III APPAREL GROUP LTD

	 	 	 

	STATE OF TENANT’S 
	 	Delaware

	FORMATION/INCORPORATION:
	 	 







 









 






	 	 	 	 	 
	TENANT’S
ADDRESS:

	 	512 Seventh Ave.
	 	With copy to:
	 

	 	35th Floor
	 	Douglas J. Danzig
	 

	 	New York, NY 10018
	 	Fulbright & Jaworski
	 

	 	Attn: Chief Operating Officer
	 	L.L.P.
	 

	 	 
	 	666 Fifth Avenue
	 

	 	 	 	New York, N.Y. 10103






	 	 	 
	DEMISED PREMISES:
	 	As shown on Exhibit A agreed for all purposes of
this Lease to be 583,376 square feet.

	 	 	 

	LAND:
	 	The Land described on Exhibit B.

	 	 	 

	BUILDING:
	 	140 – 148 Docks Corner Road, Jamesburg, NJ

	 	 	 

	PROPERTY:
	 	The Land, the Building (i.e. Demised Premises) and
all other improvements located on the Land,
including, without limitation, parking areas,
driveways, walkways and landscaped areas.

	 	 	 

	USE OF DEMISED PREMISES:
	 	Warehouse, distribution, processing (to the
extent permitted by zoning) and up to two
warehouse sales per year, subject to compliance
with all laws and any governmental requirements
at Tenant’s sole cost, of apparel and related
items, and general office

	 	 	 

	COMMENCEMENT DATE:
	 	June 1, 2010

	 	 	 

	EXPIRATION DATE:
	 	December 31, 2020

	 	 	 

	TERM:
	 	Ten (10) Years and Seven (7) Months.

	 	 	 

	RENEWAL TERM:
	 	One renewal term of Five (5) Years

	 	 	 

	FIXED RENT:
	 	Initial Term:

	 	 	Months 1 – 7 — $0.00 per annum

	 	 	Months 8 – 31 — $1,989,312.16 per annum

	 	 	Months 32 – 55 — $2,135,156.16 per annum

	 	 	Months 56 – 91 — $2,187,660.00 per annum

	 	 	Months 92 – 127 — $2,304,335.20 per annum







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	MONTHLY FIXED RENT:
	 	Initial Term:

	 	 	Months 1 – 7 — $0.00 per month

	 	 	Months
8 – 31 — $165,776.01 per month

	 	 	Months 32 – 55 — $177,929.68 per month

	 	 	Months 56 – 91 — $182,305.00 per month

	 	 	Months 92 – 127 — $192,027.93 per annum

	 	 	 

	TENANT’S PROPORTIONATE SHARE:
	 	100%

	 
	 	 

	 	 	 

	DEFAULT RATE:
	 	The Prime Rate plus five percent (5%) per
annum. “Prime Rate” shall mean the highest of
the prime rates as reported in the Money Rate
Section of the Wall Street Journal. If the
Wall Street Journal no longer publishes the
Prime Rate as an index, Landlord may substitute
a comparable index including the Prime Rate or
reference rate of a reputable financial
institution.

	 	 	 

	SECURITY DEPOSIT AMOUNT:
	 	$331,552.00

	 	 	 

	BROKER:
	 	Cushman & Wakefield of New Jersey, Inc.,
representing Landlord, and Team Resources,
Inc., representing Tenant







ARTICLE 2




DEMISED PREMISES AND TERM



     Section 2.1 Demised Premises. Landlord hereby leases unto Tenant, and Tenant hereby
leases from Landlord, the Demised Premises, upon and subject to the covenants, agreements, terms,
conditions, limitations, exceptions and reservations of this Lease.



     Section 2.2 Term. The Term and Tenant’s obligation to pay Rent shall commence on the
Commencement Date and shall end, unless sooner terminated or extended as herein provided or
pursuant to law, at the close of business on the Expiration Date.



     Section 2.3 Tenant’s Entry upon Demised Premises before Commencement Date. Provided
that Tenant complies at all times with the provisions and requirements of this Lease (other than
the obligation to pay Fixed Rent), Tenant may enter upon the Demised Premises as of January 1, 2010
to install trade fixtures, furnishings and equipment and to make the Demised Premises ready for the
conduct of Tenant’s business, provided, however, that Tenant does not interfere with Landlord’s
Work (as defined in Section 5.1), if any, and provided further that such



3









 




contractors as Tenant may engage to undertake such installations and other preparatory work
shall be subject to Landlord’s reasonable written approval prior to engagement. Landlord shall
approve or disapprove (stating in reasonable detail the reasons for any such disapproval) of any
such request for approval within five (5) business days of its receipt of same. In the event
Landlord fails to approve or disapprove such request within said five (5) business days, Tenant’s
request shall be deemed approved. Tenant shall be obligated to pay for utilities furnished to the
Demised Premises upon Tenant’s entry pursuant to this Section 2.3 at Landlord’s cost therefor as
invoiced by Landlord in six (6) equal, consecutive monthly installments and payment of each such
consecutive monthly installment shall be due and owing to Landlord with the first such installment
due and payable January 1, 2011 and the subsequent installments on the first day of each month
through June 1, 2011. However, Landlord does not assume responsibility for the availability of any
services during the period prior to the Commencement Date.




ARTICLE 3




RENT AND SECURITY DEPOSIT



     Section 3.1 Fixed Rent. Tenant shall pay to Landlord, without any prior demand
therefor and without any deduction or set-off whatsoever (except as expressly otherwise provided
herein), the Fixed Rent set forth in Article 1. Fixed Rent shall be due and payable in monthly
installments each equal to the Monthly Fixed Rent set forth in Article l, in advance on the first
day of each and every calendar month during the Term.



     Section 3.2 Additional Rent. Any sums or charges to be paid by Tenant pursuant to the
provisions of this Lease, other than the Fixed Rent, shall be designated as “Additional
Rent” and shall be payable within 20 days after Landlord gives written notice that payment is
due, unless otherwise provided in this Lease. Landlord shall have the same rights against Tenant
for default in payment of Additional Rent as for default in payment of the Fixed Rent. As used in
this Lease, the term “Rent” shall mean the Fixed Rent and Additional Rent.



     Section 3.3 Past Due Rent.




     (a) If Tenant shall fail to pay any installment of Rent before the sixth day after
receipt of written notice from Landlord on more than two (2) occasions during any calendar
year, beginning with the third (3rd) such late payment and for every subsequent late payment
during such calendar year, Tenant shall pay a charge (the “Late Charge”) which shall
be 3.5% of the amount of such unpaid installment of Rent. The parties agree that the amount
of such Late Charge represents a reasonable estimate of the cost and expense that will be
incurred by Landlord in processing each such delinquent payment of Rent by Tenant and that
such Late Charge shall be paid to Landlord as liquidated damages for each such delinquent
payment.




     (b) Any amount due from Tenant to Landlord which is not paid when due shall bear
interest at the Default Rate from the date such payment is due, after the expiration of any
applicable notice and grace period, until paid. The rate so determined shall continue in
effect following any default by Tenant pursuant to this Lease. Payment



4









 







of such interest shall not excuse or cure any default by Tenant under this Lease. The
parties agree that the payment of interest and the payment of Late Charges provided for in
Section 3.3(a) above are distinct and separate from one another in that the payment of
interest is to compensate Landlord for its inability to use the money due from Tenant, while
the payment of Late Charges is to compensate Landlord for its additional administrative
expenses in handling and processing delinquent payments.



     Section 3.4 Security Deposit. Tenant shall deposit with Landlord upon signing this
Lease and, throughout the Term shall keep on deposit with Landlord, the Security Deposit Amount set
forth in Article 1 as security for the payment by Tenant of the Rent and for the faithful
performance of all the terms, conditions and covenants of this Lease (the “Security
Deposit”). Landlord shall not be obligated to keep the Security Deposit as a separate fund,
but may commingle the Security Deposit with Landlord’s own funds. If at any time during the Term
Tenant shall default in the performance of any provisions of this Lease beyond applicable notice
and cure periods, Landlord may, but shall not be required to, use the Security Deposit, or so much
thereof as necessary, in payment of any Rent in default, or in reimbursement of any expense
incurred by Landlord or in payment of the damages incurred by Landlord by reason of Tenant’s
default. In such event, Tenant shall, upon written demand from Landlord, promptly remit to
Landlord a sufficient amount in cash to restore the Security Deposit to equal the Security Deposit
Amount. Within 30 days after the expiration of this Lease and surrender of the Demised Premises in
accordance with the terms and conditions of this Lease, the Security Deposit, or as much thereof as
has not been utilized for such purposes, shall be refunded to Tenant without interest. Landlord
may deliver the Security Deposit to the purchaser of Landlord’s interest in the Demised Premises in
the event such interest is sold, and, in such instance, Landlord named herein shall be discharged
from any further liability with respect to the Security Deposit and Tenant shall look to Landlord’s
successor for the return of the Security Deposit. Notwithstanding the above provisions of this
Section 3.4, if any claims of Landlord exceed the amount of the Security Deposit, Tenant shall
remain liable for the balance of such claims. Tenant may maintain the Security Deposit in the form
of a letter of credit so long as (i) the form and terms of said letter of credit and the issuing
bank thereunder shall each be reasonably satisfactory to Landlord, and (ii) the letter of credit
shall be fully transferable without cost to Landlord.



     Section 3.5 Rent Payments. All Rent payments shall be made to Landlord at the address
set forth in Article l, or at such other place designated by Landlord in writing, in lawful
currency of the United States of America. Rent payments applicable to partial months falling
within the Term shall be prorated. If Tenant shall default in any payment of Rent, and while such
default remains uncured, Landlord may, by written notice to Tenant, require that all future Rent
payments be made by wire transfer of immediately available funds to an account designated by
Landlord or by unendorsed certified or official bank check payable to Landlord.



ARTICLE 4




TENANT’S SHARE OF OPERATING COSTS AND TAXES



     Section 4.1 Definitions. As used herein:



5









 






     (a) “Operating Costs” shall mean any and all costs, charges, expenses and
disbursements of every kind and nature which Landlord shall pay or become obligated to pay
in connection with the operation, ownership, maintenance, management and repair of the
Property, including, without being limited to, the following:




     (1) All wage, salary and labor costs of all persons to the extent engaged in
the operation, maintenance, management and repair of the Property (including,
without being limited to, all applicable taxes, insurance and benefits).




     (2) Costs of any utilities supplied by Landlord (including, without being
limited to, heat, electricity, gas, water and sewer), fuel and supplies and
materials and of the operation and maintenance of all Property systems (including,
without being limited to, heating, ventilation and air-conditioning (“HVAC”) systems
and telecommunications systems).




     (3) Costs of repairs, replacements, and general maintenance, including, without
being limited to, exterior building maintenance, paving, curbs, drainage, lighting,
sidewalks and landscaping.




     (4) Professional fees and expenses (including, without being limited to, legal,
accounting, architectural and engineering fees), incurred by Landlord on or after
June 1, 2010.




     (5) All costs of making any alterations to the Building for life-safety systems
or energy conservation or other capital improvements required by any governmental
requirement enacted or amended after the date hereof or which are primarily for the
purpose of reducing or stabilizing Operating Costs, amortized over the useful life
of such improvements, with a return on capital at the rate of ten percent (10%) per
annum.




     (6) All property management fees, costs and expenses, not to exceed 2% of
annual gross rent.




     (b) Operating Costs — Exclusions. The term Operating Costs excludes:




     (1) Repairs and alterations which Landlord is required to make at its sole cost
and expense pursuant to Article 8 hereof and capital expenditures not specifically
included in Clause (5) of Section 4.1(a);




     (2) the cost of repairs or replacements incurred by reason of condemnation or
fire or any other risk;




     (3) expenditures for refinancing and for mortgage debt service;




     (4) Taxes;



6









 






     (5) depreciation or amortization (other than as includable in Operating Costs
pursuant to Clause (5) of Section 4.1(a);




     (6) costs and expenses otherwise includable in Operating Costs, to the extent
that Landlord is reimbursed from other sources for such costs and expenses;




     (7) interest on, and amortization of, debts (other than as includable in
Operating Costs pursuant to Clause (5) of Section 4.1(a)), late charges, penalty
interest or other similar charges in connection with debts or the late payment of
any Taxes unless delayed by Tenant’s payment to Landlord for the same;




     (8) brokerage commissions, origination fees, points, mortgage recording taxes,
title charges and other costs or fees incurred in connection with any mortgage
financing or refinancing;




     (9) brokerage commissions, attorneys’ fees and disbursements, any transfer
gains taxes, transfer taxes and recording charges and any other cost or expense
incurred in connection with the closing of a conveyance of all or any portion of the
Property or the Building;




     (10) salaries or other benefits of any nature whatsoever of executives or
employees of Landlord or Landlord’s affiliates above the grade of building or
property manager;




     (11) payments made by Landlord to a company or other entity affiliated with
Landlord for goods and services to the extent that such payments exceed the range of
amounts that would have been paid to independent third parties for goods and
services of like kind in connection with the operation, repair, cleaning,
maintenance, management and security of the Property;




     (12) fines or penalties payable by Landlord resulting from non-compliance with
laws to the extent Landlord is responsible for such compliance pursuant to Section
6.2(a) hereof;




     (13) attorneys’ fees and disbursements and other costs in connection with any
judgment, settlement or arbitration resulting from any tort liability on the part of
Landlord and the amount of such settlement or judgment;




     (14) the cost of installing, maintaining and operating any specialty facility
to the extent such facility is for use by the general public, such as an
observatory, broadcasting facility, luncheon club, athletic club or recreational
club;




     (15) the costs of constructing any addition which adds leasable area to the
Building after the Commencement Date;



7









 






     (16) arbitration and litigation expenses to the extent such expenses are
unrelated to the operation, repair, cleaning, maintenance, management or security of
the Property;




     (17) ground rent or other charges payable under superior leases;




     (18) costs incurred in connection with the removal, enclosure or encapsulation
of any asbestos or other Hazardous Materials unless introduced by Tenant, or
Tenant’s employees or Tenant’s agents in the Building or on the Property;




     (19) costs incurred pursuant to any obligation of Landlord to indemnify Tenant
under this Lease.



     It is the intention of the parties that Tenant shall not be required to make duplicate
payments of an Operating Cost item if payment for such item was made pursuant to any other
provision of this Lease.




     (c) “Taxes” shall mean the aggregate amount of real estate and personal
property taxes and any special assessments levied, assessed or imposed upon the Property, or
any portion thereof, other than any water or sewer charge to the extent the same are
included in Operating Costs for the applicable calendar year. If because of any change in
the taxation of real estate, any other tax, assessment or surcharge of any kind or nature
(including, without being limited to, any franchise, income, profit, sales, use, occupancy,
gross receipts or rental tax) is imposed upon, against or with respect to Landlord, or the
occupancy, rents or income therefrom, either in lieu of, in substitution for or in addition
to any of the foregoing Taxes, such other tax, assessment or surcharge (which shall be
measured as if the Property, or applicable portion thereof, as the case may be, were the
only asset of Landlord or such owner) shall be deemed part of Taxes. With respect to any
calendar year, all expenses, including reasonable attorney’s, accounting and experts’ fees
and expenses, incurred in contesting the validity or amount of Taxes, the assessed valuation
of the Property, or any portion thereof, or in obtaining a refund of Taxes shall be
considered as part of Taxes for such year. Tenant, with the consent of the Landlord, which
consent shall not be unreasonably withheld, delayed or conditioned, may contest the Taxes
assessed against the Property, and Landlord shall, at no cost to Landlord, co-operate with
the Tenant in connection with such contest.




     (d) “Insurance” shall mean costs of all insurance, including, without being
limited to, casualty, worker’s compensation, rental and liability insurance in such amounts
within the range as generally maintained by owners of comparable warehouse/office
properties; however, rental insurance shall cover loss of rental for one (1) year, if
available. Landlord shall carry full replacement cost coverage for the Building, the cost
for which shall be included in the Operating Costs.



     Section 4.2 Tenant’s Payment of Operating Costs, Taxes and Insurance.




8











 






     (a) Commencing as of June 1, 2010 and for each subsequent calendar year during the
Term, Tenant shall pay to Landlord, as Additional Rent, at the times and in the manner
provided below, Tenant’s Proportionate Share of the sum of (1) Operating Costs for such
calendar year, (2) Taxes for such calendar year, and (3) Insurance for such calendar year
(collectively, “Tenant’s Expense Charge”). The Operating Costs for the period of
June 1, 2010 to December 31, 2010 shall be apportioned appropriately. Notwithstanding the
foregoing, the amount charged to Tenant for any calendar year with respect to those
Controllable Expenses (defined below) in excess of the average Controllable Expenses paid or
incurred from June 1, 2010 through December 31, 2011, such average herein called “Base Year
Controllable Expenses”) is limited to the amount by which the Base Year Controllable
Expenses is exceeded by the Base Year Controllable Expenses as increased at the cumulative
annual compound rate of five percent (5%). By way of illustration, if the Base Year
Controllable Expenses are $1.00 per square foot, excess Controllable Expenses chargeable to
Tenant for the next applicable calendar year pursuant to this paragraph 4.2 cannot exceed
$0.05 per square foot, $0.1025 per square foot for the following year, $0.1576 per square
foot for the next calendar year, and so forth. “Controllable Expenses” means those
Expenses, which are within the reasonable control of Landlord, and include, without
limitation, any and all roof repair, roof maintenance and roof replacement, but shall not
include real estate taxes, insurance costs, costs which are established by public utilities,
and costs which are subject to variation due to weather conditions, such as snow removal.
Further, in the event Tenant desires to undertake certain maintenance of the Common Area at
their own cost, provided that Tenant so notifies and coordinates with Landlord the transfer
of the maintenance of such items so as not to conflict with any then existing service
contracts, Tenant may perform such maintenance at its sole costs and the maintenance of such
item(s) shall thereafter not be included in the Operating Costs.




     (b) At any time during the Term, Landlord shall have the right to compute and deliver
to Tenant a reasonable estimate (an “Estimate”) of Tenant’s Expense Charge for the
applicable calendar year and, without further notice, Tenant shall pay to Landlord
commencing with the next payment of Monthly Fixed Rent and continuously thereafter with
payments of Monthly Fixed Rent until delivery of the next Estimate, monthly installments
equal to one-twelfth of the amount set forth in such Estimate, together with, in the case of
the first such monthly payment, an amount equal to the difference between (i) the amount of
such monthly installment times the number of months in such year preceding the first monthly
payment, less (ii) the amount of any monthly installments in respect of the prior Estimate
theretofore paid to Landlord. In the event Landlord is required under any mortgage of the
Land or the Building to escrow Operating Costs and/or Taxes, Landlord may (without
obligation) use the amount required to be escrowed as a basis for determining the Estimate.




     (c) Landlord shall use commercially reasonable efforts to deliver to Tenant within 120
days after the end of each calendar year during the Term a written statement (the
“Statement”) setting out in reasonable detail Tenant’s Expense Charge for such year
certified to be correct by Landlord. If the aggregate of the monthly installments actually
paid by Tenant to Landlord on account of the estimated Tenant’s Expense Charge during



9









 






any calendar year (the “Actual Payments”) differs from the amount of Tenant’s
Expense Charge payable according to the Statement (the “Obligated Payments”), Tenant
shall (1) if the Obligated Payments shall exceed the Actual Payments, pay to Landlord,
within 30 days after the date of delivery of the Statement, an amount equal to such excess,
or (2) if the Actual Payments shall exceed the Obligated Payments, be granted a credit
against the next installments of Rent in an amount equal to such overpayment.




     (d) Tenant shall have the right to examine Landlord’s books and records with respect to
the items in a Statement during Normal Business Hours (except, however, Saturdays) at any
time within ninety (90) days following the furnishing of the Statement to Tenant. In
conducting such examination, Tenant must utilize either its own full time salaried employees
or an independent certified public accountant (“CPA”), which CPA shall be paid by
Tenant on an hourly fee for services rendered basis, and not on a contingency fee basis, and
which CPA shall be subject to Landlord’s reasonable prior approval. Unless Tenant takes
written exception to any item on the subject Statement within one hundred twenty (120) days
after the furnishing of the Statement, such Statement shall be considered as final and
accepted by Tenant. If Tenant timely provides such written exception to Landlord, but
Landlord and Tenant disagree on the accuracy of Tenant’s Expense Charge as set forth in the
Statement, Tenant shall nevertheless make payment in accordance with the Statement, but the
disagreement shall immediately be referred by Landlord for prompt decision to a mutually
acceptable public accountant or other professional consultant who shall be deemed to be
acting as an expert and not as an arbitrator, and a determination signed by the selected
expert shall be final and binding on both Landlord and Tenant. If Landlord and Tenant shall
fail to agree on such an expert within 15 days after Tenant’s notice of disagreement (as
above described), such expert shall be selected by the president of the local chapter of the
National Association of Real Estate Boards. Any adjustment required to be made by reason of
any such decision shall be made within 15 days thereof and payment shall be made or credit
allowed in the manner set forth in Section 4.2(c) hereof. If the adjustment is greater than
5% of the amount of Operating Costs charged to Tenant, and the amount of the adjustment is
to be credited to Tenant, Landlord will pay the cost of the expert; otherwise Tenant will
pay the cost of the expert.



     Section 4.3 Refunds; Other Items.




     (a) In the event a refund of any Operating Costs or Taxes is obtained and actually paid
to Landlord, Landlord shall credit an appropriate portion thereof (after deducting any
unrecouped expenses in connection with obtaining such refund) to the next installment(s) of
Rent.




     (b) The rendering of a Statement for any year shall not preclude Landlord from issuing
a correction thereto at a later time, including a correction for items not included in the
original Statement; however, any such correction statement shall be delivered to Tenant
within two (2) years of the date on which the Statement to which the correction relates was
delivered to Tenant.



10









 





ARTICLE 5




COMPLETION AND OCCUPANCY OF DEMISED PREMISES



     Section 5.1 Completion of Demised Premises. Pursuant to Exhibit “D” to this Lease,
Tenant may elect to either have Landlord perform certain work within the Demised Premises (“Work”)
or advise Landlord that Tenant will perform the Work.



     Section 5.2 Occupancy of Demised Premises. The occupancy of the Demised Premises or
any part thereof for the conduct of business by Tenant or anyone claiming by, under or through
Tenant shall be conclusive evidence that (a) Tenant accepts possession; (b) the Demised Premises
were in good and satisfactory condition, subject to latent defects; and (c) Landlord’s Work, if
any, was satisfactorily completed (but only if evidenced by a certificate of Landlord’s architect
pursuant to Paragraph 2 of Exhibit D if Landlord is requested to perform the Landlord’s Work) at
the time such occupancy for business was so taken, subject to punchlist items, if any, indicated on
a list delivered by Tenant to Landlord on or before the date Tenant takes occupancy of the Demised
Premises.



ARTICLE 6




CONDUCT OF BUSINESS BY TENANT



     Section 6.1 Use of Demised Premises. Tenant shall use the Demised Premises during the
Term solely for use specified in Article 1 and for no other purpose.



     Section 6.2 Compliance with Laws and Requirements of Public Authorities.




     (a) At all times during the Term, Tenant shall give prompt notice to Landlord of any
notice Tenant receives of any violation of any law or requirement of a governmental
authority affecting the Demised Premises or the Property or any regulation of the board of
fire underwriters having jurisdiction over the Property (“Applicable Law”), and, at
its sole cost and expense, shall comply with all Applicable Laws, including any violation,
order or duty imposed upon Landlord or Tenant, arising from or relating to (1) Tenant’s
specific use of the Demised Premises; (2) the specific manner or conduct of Tenant’s
business or operation of its installations, equipment or other property therein; (3) any
cause or condition created by or at the insistence of Tenant; or (4) breach of any of
Tenant’s obligations hereunder. Tenant shall have no responsibility for the cost of
compliance with all Applicable Laws, including the Americans with Disabilities Act and
Environmental Laws (hereafter defined), to the extent that the Demised Premises is not, as
of the date of this Lease, in compliance with such laws. Landlord shall, at its sole cost
and expense, promptly comply with all Applicable Laws other than those which Tenant is
required to comply with, providing same adversely affect Tenant’s ability to conduct
business at the Demised Premises.




     (b) Tenant shall not do, permit or suffer any act or thing to be done which is
injurious to the Property or the Demised Premises, which is immoral, a nuisance, contrary



11









 






to Applicable Law or in violation of the certificate of occupancy issued for the
Building or which would result in the cancellation of, insurance maintained by Landlord with
respect to the Property or the Demised Premises.




     (c) Tenant shall not use, maintain or allow the use or maintenance of the Demised
Premises or any part thereof to treat, store, dispose of, transfer, release, convey or
recover Hazardous Materials (as hereinafter defined) nor shall Tenant otherwise, in any
manner, possess or allow the possession of any Hazardous Materials on or about the Demised
Premises; provided, however, any Hazardous Material lawfully permitted and generally
recognized as necessary and appropriate for general office and warehouse use may be stored
and used on the Demised Premises so long as (i) such storage and use is in the ordinary
course of Tenant’s business permitted under this Lease; and (ii) such storage and use is
performed in compliance with all applicable laws. “Hazardous Materials” shall mean any
solid, liquid or gaseous waste, substance or emission or any combination thereof which may
(i) cause or significantly contribute to an increase in mortality or serious illness, or
(ii) pose the risk of a substantial present or potential hazard to human health, to the
environment or otherwise to animal or plant life, and shall include without limitation
hazardous substances and materials described in the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended; the Resource Conservation and Recovery
Act, as amended; and any other applicable federal, state or local laws. Tenant shall
immediately notify Landlord of the presence or suspected presence of any Hazardous Materials
on or about the Demised Premises and shall deliver to Landlord any notice received by Tenant
relating thereto.




     (d) Tenant agrees that it shall not keep, use, sell or offer for sale in or upon the
Demised Premises any article which may be prohibited by any then available standard forms of
fire insurance policies with extended coverage. Tenant agrees to pay to Landlord any
increase in premiums for insurance maintained by Landlord with respect to the Demised
Premises or the Property resulting from the use of the Demised Premises by Tenant, whether,
or not Landlord has consented to such use.




     (e) Tenant shall pay all costs, expenses, fines, penalties or damages which may be
imposed upon Landlord by reason of Tenant’s failure to comply with the provisions of this
Section 6.2.



     Section 6.3 Rules and Regulations. Tenant and its agents, employees, contractors and
invitees shall faithfully observe and comply with the rules and regulations attached hereto as
Exhibit C and incorporated herein by this reference, and such reasonable changes thereto, whether
by modification, elimination or addition which are not inconsistent with any of the provisions of
this Lease, as Landlord may, at any time and from time to time, make in respect of the Demised
Premises and/or the Property (the “Rules and Regulations”). Such changes shall be
effective upon notice thereof from Landlord to Tenant. In the case of any conflict or
inconsistency between the provisions of this Lease and any of the Rules and Regulations, as
originally promulgated or as changed, the provisions of this Lease shall control.



12









 





ARTICLE 7




COMMON AREA



     Section 7.1 Control of Common Area.




     (a) As used in this Lease, the term “Common Area” shall mean the Property,
other than the Demised Premises, which includes all parking areas, sidewalks, landscaping,
curbs, driveways, private streets and alleys, lighting facilities and the like. Landlord
grants Tenant a nonexclusive license for the Term, to use in common with the invitees,
employees or agents of Landlord for the purpose of exercising any rights or performing any
obligations of Landlord under this Lease and Tenant, the Common Area, subject to the terms
and conditions of this Lease and to the Rules and Regulations.




     (b) Subject to Tenant’s reasonable approval or if required by any governmental
authority, Landlord reserves the right, at any time and from time to time, without incurring
any liability to Tenant therefor, to change the arrangement, dimensions and/or location of
parking areas or other parts of the Common Area.



     Section 7.2 Intentionally deleted.



ARTICLE 8




REPAIRS, ALTERATIONS AND MECHANICS’ LIENS



     Section 8.1 Repairs.




     (a) Landlord shall, at its sole cost, make all necessary repairs to keep the exterior
walls, foundation and structural frame of the Building and as part of Operating Costs
perform all necessary repairs and maintenance to keep the roof and the Common Area, in good
order and repair, excluding, however, all repairs which Tenant is obligated to make or pay
for pursuant to this Section 8.1. Landlord agrees to exercise its rights under the existing
roof warranty, which has been or will be transferred to the Landlord and which is attached
hereto as Exhibit E. Tenant shall give Landlord prompt notice of any defective
condition in the roof, roof membrane, any plumbing, heating system or electrical lines
located in, servicing or passing through the Demised Premises and following such notice,
Landlord shall use commercially reasonable efforts where practicable to initiate all repairs
promptly and to remedy the condition with due diligence, subject to unavoidable delay, but
at the expense of Tenant if repairs are necessitated by any act attributable to Tenant,
Tenant’s servants, agents, employees, invitees or licensees; provided, however, that no
liability of Landlord to Tenant shall accrue hereunder unless and until Tenant has given
notice to Landlord of the specific repair to be made.




     (b) Tenant, at its sole cost and expense, shall take good care of the Demised Premises,
including all Building equipment and HVAC and other systems located therein and serving the
Demised Premises and plate glass, floors, windows and doors, and



13









 






Tenant’s property and fixtures. Tenant, at its expense, shall obtain a preventative
maintenance contract on the HVAC system, the form and contractor under which shall be
subject to Landlord’s reasonable approval. Tenant shall provide Landlord with an executed
copy of the preventative maintenance contract no later than ninety (90) days after the
Commencement Date. The preventative maintenance contract shall provide for the inspection
and maintenance of the HVAC system on not less than a semi-annual basis. All repairs made
by or on behalf of Tenant shall be made and performed in accordance with the provisions of
Section 8.2 and shall be at least equal in quality and design to the original construction
of the Demised Premises and the Building. If Tenant fails to proceed with due diligence to
make repairs required to be made by Tenant, and such failure shall continue for 10 days
after notice from Landlord, the same may be made by Landlord at the expense of Tenant and
the amount so incurred by Landlord shall be paid to Landlord by Tenant within 20 days after
submission of a bill or statement therefor by Landlord.



     Section 8.2 Alterations. Tenant shall not make any alterations, additions or
improvements (collectively, “Alterations”) in or to the Demised Premises, except pursuant
to Exhibit “D”, without Landlord’s prior written consent, which consent shall not be unreasonably
withheld, delayed or conditioned. Tenant shall only utilize contractors reasonably approved by
Landlord. Tenant shall, before making any Alterations, at its expense, obtain all permits,
approvals and certificates required by any governmental or quasi-governmental bodies and (upon
completion) certificates of final approval thereof and shall deliver promptly duplicates of all
such permits, approvals and certificates to Landlord, and Tenant agrees to carry, and to cause
Tenant’s contractors and sub-contractors to carry such workmen’s compensation, general liability,
personal and property damage insurance as Landlord may reasonably require. Upon completion of any
Alterations, Tenant shall deliver to Landlord one set of “as-built” plans and specifications
therefor. All fixtures and all paneling, partitions, and like Alterations (but not FF&E Work,
including therein any racking or railing system installed by Tenant which Tenant shall remove upon
the expiration or earlier termination of the Lease), installed in the Demised Premises, either by
Tenant or by Landlord on Tenant’s behalf, shall become the property of Landlord and shall remain
upon and be surrendered with the Demised Premises upon the expiration or earlier termination of the
Lease, unless Landlord, by notice to Tenant given no later than 20 days prior to the Expiration
Date of this Lease (or within 20 days after the earlier termination hereof), elects to have them
removed by Tenant, in which event, the same (except for, Tenant’s Work, Landlord’s Work, done
pursuant to Exhibit D, but including other Alterations [unless at the time of Tenant’s
request for approval of installation, Landlord advises Tenant in writing that such Alterations need
not be removed upon expiration or earlier termination of this Lease, and, if after Tenant’s written
notice to Landlord to request such determination, if Landlord does not so advise Tenant of the
requirement of removal of all or any of such Alterations, Tenant shall not be required to remove
such Alterations at the expiration or earlier termination of this Lease], and furniture, fixtures
and equipment installed by or for Tenant, in connection with Tenant’s occupancy of the Demised
Premises) shall be removed from the Demised Premises by Tenant. Nothing in this section shall be
construed to give Landlord title to or to prevent Tenant’s removal of trade fixtures, moveable
office furniture and equipment, but upon removal of any such equipment and fixtures from the
Demised Premises or upon removal of other installations as may be required by Landlord, Tenant
shall immediately and at its expense, repair and restore the



14









 




Demised Premises to the condition existing prior to installation (subject to ordinary wear and
tear) and repair any damage to the Demised Premises or the Property due to such removal. All
property that was permitted or required to be removed by Tenant at the end of the Term but which
remains in the Demised Premises for 10 business days after Tenant vacates the Demised Premises
shall be deemed abandoned and may, at the election of Landlord, either be retained as Landlord’s
property or may be removed from the Demised Premises by Landlord at Tenant’s expense.




     Section 8.3 Mechanics’ Liens. Tenant shall (a) pay before delinquency all costs and
expenses of work done or caused to be done by Tenant in the Demised Premises; (b) keep the title to
the Property and every part thereof free and clear of any lien or encumbrance in respect of such
work; and (c) indemnify and hold harmless Landlord against any claim, loss, cost, demand (including
reasonable legal fees), whether in respect of liens or otherwise, arising out of the supply of
material, services or labor for such work. Tenant shall promptly notify Landlord of any lien,
claim of lien or other action of which Tenant has knowledge and which affects the title to the
Property or any part thereof, and shall cause the same to be removed within 15 days (or such
additional time as Landlord may consent to in writing). If Tenant shall fail to remove same within
said time period, Landlord may take such action as Landlord deems necessary to remove the same and
the entire cost thereof shall be immediately due and payable by Tenant to Landlord and such amount
shall bear interest at the Default Rate. Nothing contained in this Section 8.3 or elsewhere in
this Lease shall be deemed or construed in any way as giving Tenant any right, power or authority
to contract for or permit the rendering of any services or the furnishing of any materials that
would give rise to the filing of a materialmen’s, mechanics’ or other lien against the Demised
Premises or any other portion of the Property.



ARTICLE 9




UTILITIES AND BUILDING SERVICES



     Section 9.1 Utilities and Building Services. Tenant shall obtain in its own name and
shall pay directly to the appropriate supplier the cost of all utilities and services serving the
Demised Premises, including but not limited to: natural gas, heat, light, electrical power,
telephone, janitorial service, refusal disposal and other utilities and services. If, however, any
such services or utilities are jointly master-metered (i.e., water and sewer charges)
Tenant shall pay Tenant’s Proportionate Share of said charges as part of Operating Costs unless as
otherwise provided in this Lease.



     Section 9.2 Interruption of Services. Landlord does not covenant that utility or
other Building services will be free from interruptions caused by repairs, improvements, changes of
service, alterations, strikes, lockouts, labor controversies, accidents, inability to obtain fuel,
water or supplies or any other cause beyond the reasonable control of Landlord. No such
interruption of service shall be deemed a constructive eviction or disturbance of Tenant’s use and
possession of the Demised Premises or any part thereof, or otherwise render Landlord liable to
Tenant for damages, by abatement of rent or otherwise, or otherwise relieve Tenant from performance
of Tenant’s obligations under this Lease. Tenant hereby waives and releases all claims against
Landlord for damages arising from such interruption or stoppage of such services.



15









 





ARTICLE 10




PROPERTY AND OTHER TAXES



     Section 10.1 Tenant’s Property. In addition to the Rent and other charges to be paid
by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes payable by
Landlord whether or not now customary or within the contemplation of the parties hereto, levied,
assessed or imposed: (1) upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Demised Premises or any portion
thereof; (2) upon the measured value of Tenant’s personal property owned, installed, used or
located in the Demised Premises, it being the intention of Landlord and Tenant that, to the extent
possible, such personal property taxes shall be billed to and paid directly by Tenant; (3) upon the
leasehold interest or any right of occupancy of Tenant in the Demised Premises; or (4) upon this
transaction. Any reimbursement referred to above shall be collectible by Landlord as Additional
Rent hereunder.



     Section 10.2 Increased Value of Improvements. If the tenant improvements in the
Demised Premises, whether installed or paid for by Landlord or Tenant and whether or not affixed to
the real property so as to become a part thereof, are assessed for real property tax purposes at a
valuation higher than the valuation at which tenant improvements conforming to Landlord’s “Building
Standard” in other space in the Building are assessed, then the real property taxes and assessment
levied against Landlord, or against the Building or any portion thereof, by reason of such excess
assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall
be governed by the provisions of Section 10.1 above. If the records of the tax assessor having
jurisdiction over the Building are available and sufficiently detailed to serve as a basis for
determining whether such tenant improvements are assessed at a higher valuation than Landlord’s
“Building Standard,” such records shall be binding on both Landlord and Tenant; otherwise, the
actual cost of construction shall be the basis for such determination.



ARTICLE 11




INSURANCE AND INDEMNITY



     Section 11.1 Tenant’s Insurance. At all times Tenant shall keep in full force and
effect a policy of comprehensive public liability and property damage (with respect to Tenant’s
property and any improvements to the Building made by Tenant but not as to the Building itself)
insurance with respect to the Demised Premises, in such limits as may be reasonably required from
time to time by Landlord. The limits of public liability insurance on the Commencement Date shall
be not less than $3,000,000 for death or injury to any number of persons or for property damage,
for each occurrence. In no event shall the limits of any coverage maintained by Tenant pursuant to
this Section 11.1 be considered as limiting Tenant’s liability under this Lease. The property
damage policy shall name Landlord, any person, firms or corporations (including, without being
limited to, any mortgagee or lessor of Landlord) designated by Landlord and Tenant as insureds to
the extent their interests may appear. The liability policies, which shall name the Landlord as an
additional insured, shall include blanket contractual liability



16









 




coverage which insures contractual liability under the indemnifications set forth in Section
11.2 hereof and shall contain a clause that the insurer will not cancel or change the insurance
without first giving Landlord 30 days prior written notice. The insurance shall be written by an
insurance company, licensed and qualified to do business in the State in which the Property is
located, which is reasonably acceptable to Landlord. An original copy of the policy or a
certificate of insurance shall be delivered to Landlord upon the execution and delivery of this
Lease and replacement certificates shall be delivered not less than ten (10) days prior to the
expiration of any then existing coverage. The insurance which Tenant is required to maintain in
force and effect under this Section 11.1 shall be primary insurance as respects Landlord (and any
other additional insureds designated by Landlord) and not excess over or contributory with any
other available insurance. Certificates of insurance evidencing the liability insurance coverage
required under this Section 11.1 shall contain an endorsement to such effect. In addition, at all
times during the Term hereof, Tenant shall procure and maintain Worker’s Compensation Insurance in
accordance with the laws of the State in which the Property is located.




     Section 11.2 Indemnity and Non-Liability.




     (a) Neither Landlord nor Landlord’s agents (including, without being limited, to the
Managing Agent), employees, contractors, officers, trustees, directors, shareholders,
partners or principals (disclosed or undisclosed) shall be liable to Tenant or Tenant’s
agents, employees, contractors, invitees or licensees or any other occupant of the Demised
Premises, and Tenant shall save Landlord, its successors and assigns and their respective
agents, employees, contractors, officers, trustees, directors, shareholders, partners and
principals (disclosed or undisclosed) harmless from any loss, cost, liability, claim,
damage, expense (including reasonable attorneys’ fees and disbursements), penalty or fine
incurred in connection with or arising from any injury to Tenant or to any other person or
for any damage to, or loss (by theft or otherwise) of, any of Tenant’s property or of the
property of any other person, irrespective of the cause of such injury, damage or loss
(including the acts or negligence of any tenant or of any owners or occupants of adjacent or
neighborhood property or caused by operations in construction of any private, public or
quasi-public work) unless due to the gross negligence or willful misconduct of Landlord or
Landlord’s agents or employees. However, even if such loss or damage is caused by the gross
negligence or willful misconduct of Landlord, its agents or employees, Tenant waives, to the
full extent permitted by law, any claim for consequential damages in connection therewith.
To the extent of Tenant’s insurance coverage, Landlord, and its agents and employees, shall
not be liable, for any loss or damage to any person or property due to the gross negligence
of Landlord, its agents or employees.




     (b) Neither any (1) performance by Landlord, Tenant or others of any repairs,
improvements, alterations, additions, installations, substitutions, betterments or
decorations in or to the Property or the Building, the Building equipment and systems, the
Common Areas or the Demised Premises, (2) failure of Landlord or others to make any such
repairs or improvements, (3) damage to the Property or the Building, the Building equipment
and systems, the Common Areas, the Demised Premises or Tenant’s property, (4) injury to any
persons, caused by other tenants or persons in the Building, or by



17









 






operations in the construction of any private, public, or quasi-public work, or by any
other cause, (5) latent defect in the Building, the Building equipment and systems, the
Common Areas or the Demised Premises, nor (6) inconvenience or annoyance to Tenant or injury
to or interruption of Tenant’s business by reason of any of the events or occurrences
referred to in the foregoing subdivisions (1) through (5) shall impose any liability on
Landlord to Tenant, other than, subject to Section 24.10 hereof, such liability as may be
imposed upon Landlord by law for Landlord’s gross negligence or the gross negligence of
Landlord’s agents or employees in the operation or maintenance of the Building, the Building
equipment and systems or the Common Areas or for the breach by Landlord of any express
covenant of this Lease on Landlord’s part to be performed.




     (c) Tenant hereby indemnifies and holds harmless Landlord and Landlord’s agents,
employees, contractors, officers, trustees, directors, shareholders, partners or principals
(disclosed or undisclosed) from any loss, cost, liability, claim, damage, expense (including
reasonable attorneys’ fees and disbursements), penalty or fine incurred in connection with
claims asserted by any third party arising from (1) any default by Tenant in the performance
of any of the terms of this Lease on Tenant’s part to be performed, or (2) the use or
occupancy or manner of use or occupancy of the Demised Premises by Tenant or any person
claiming under Tenant, or (3) any acts, omissions or negligence of Tenant or any such
person, or the contractors, agents, employees, invitees, licensees, assignees or sublessees
of Tenant or any such person, or (4) any accident, injury or damage whatsoever caused to any
person or to the property of any person and occurring in or about the Demised Premises.
Tenant’s obligations under this Section 11.2 shall survive the expiration or earlier
termination of this Lease.




     (d) Tenant shall pay to Landlord as Additional Rent, within 20 days after submission by
Landlord to Tenant of bills or statements therefor, sums equal to all losses, costs,
liabilities, claims, damages, fines, penalties and expenses referred to in this Section
11.2.



     Section 11.3 Waiver of Subrogation. Landlord and Tenant shall each endeavor to
procure an appropriate clause in, or endorsement to, each of its respective policies for property
damage, fire and extended coverage insurance, pursuant to which the insurance company waives
subrogation or consents to waiver of its right of recovery against the other party, which, in the
case of Tenant, shall be deemed to include any subtenant in the Demised Premises, and having
obtained such clause or endorsement of waiver of subrogation or consent to a waiver of the right of
recovery, such party hereby agrees that it will not make any claim against or seek to recover from
the other for any loss or damage to its property or the property of others covered by such property
damage fire or extended coverage insurance; provided, however, that the release, discharge and
covenant not to sue herein contained shall be limited by the terms and provisions of the waiver of
subrogation clause or endorsement, or the clause or endorsement consenting to a waiver of right of
recovery, and shall be co-extensive therewith. If either party hereto shall not be able to obtain
such clause or endorsement on a particular policy or if the inclusion of such clause or endorsement
would result in an increase in premium, then that party shall so notify the other party hereto at
least 15 days prior to the date the policy is to take effect. The other party shall be obligated
to pay the amount of any increase in premium resulting from the inclusion of



18









 




such clause or endorsement, unless such other party notifies the party obtaining the
insurance, within twenty (20) days following notice of the amount of such increase, that such other
party declines to pay such increase, in which event the party obtaining the insurance may omit such
clause or endorsement. If a party shall fail to give notice either of inability to obtain such
clause or endorsement or notice of an increase in premium, then that party shall be deemed to have
waived its right of recovery from the other party with respect to any loss or damage insured
against by the policy with respect to which notice was not given as provided above.




     Section 11.4 Tenant shall in no event be responsible for the cost of remediation of any
Hazardous Materials in place as of the Commencement Date, except if resulting from the act or
omission of Tenant or its agents, employees or contractors. Landlord shall indemnify and hold
Tenant harmless from and against any and all costs of any required or necessary investigation,
repair, cleanup or detoxification and the preparation of any closure or other required plans in
connection therewith, whether voluntary or compelled by governmental authority, to the extent that
such costs are incurred due to Hazardous Materials which are located at the Property prior to the
execution of this Lease, and Landlord shall, at its sole cost and expense, promptly remediate such
Hazardous Materials if required by law.



ARTICLE 12




DAMAGE BY CASUALTY



     Section 12.1 Notice. Tenant shall give prompt written notice to Landlord of any
damage caused to the Demised Premises by fire or other casualty.



     Section 12.2 Restoration of Improvements.




     (a) In the event the Demised Premises are damaged by fire or other casualty, Landlord
shall, unless this Lease is terminated as hereinafter provided, proceed with reasonable
diligence and at its sole cost and expense to repair the Demised Premises, but only to the
extent of available insurance proceeds. Tenant shall promptly, at its sole cost and
expense, remove such of its furniture and other belongings from the Demised Premises as
Landlord shall require in order to repair and restore the Demised Premises. Until any such
repairs to the Demised Premises are completed, the Fixed Rent shall be abated in proportion
to the part of the Demised Premises, if any, that is unusable by Tenant in the conduct of
its business.




     (b) If (1) the Demised Premises shall be (i) totally destroyed or substantially
damaged, or (ii) partially destroyed or damaged by a casualty not sufficiently covered by
insurance or, even if covered by insurance, which cannot be restored to tenantable condition
within 180 days after the casualty, or (2) the Building shall be destroyed to the extent of
one-quarter or more of its then value or so damaged that substantial alteration, demolition
or reconstruction of the Building shall be required, whether or not covered by Landlord’s
insurance, then in either such event Landlord or Tenant (unless the casualty is caused by
Tenant, Tenant’s employees or Tenant’s agents) may elect to proceed to rebuild and repair
the Demised Premises or to terminate this Lease, effective upon giving



19









 






notice of such election to the other within 30 days after the occurrence of such
casualty. However, notwithstanding anything to the contrary set forth above, providing
Tenant has not elected to terminate the Lease in accordance with the provisions set forth
above, and Landlord’s rental interruption insurance will provide benefits to Landlord for
the period of time which is required for Landlord to rebuild and repair the Building
pursuant to this paragraph, Landlord shall proceed to so rebuild and repair the Building,
and Landlord shall not have the right to terminate this Lease in such circumstances.
Landlord’s obligation to rebuild and repair under this Section 12.2 shall in any event be
limited to restoring the Building and the Demised Premises to substantially the condition in
which they existed prior to the casualty (in no event shall Landlord be required to repair
any of Tenant’s leasehold improvements, fixtures, equipment, furniture, furnishings and
personal property). Tenant agrees that, promptly after the completion of such work by
Landlord, it will proceed with reasonable diligence and at its sole cost and expense to
rebuild, repair and restore its fixtures, equipment and other installations.




     (c) Tenant shall have no right to terminate this Lease in the event of the damage or
destruction of the Demised Premises other than as set forth in this Section 12.2 and hereby
waives the provisions of any Applicable Law granting Tenant such right.



     Section 12.3 Damage During Last Year of Lease Term. Without limiting Landlord’s
rights under Section 12.2, in the event the Building or Demised Premises shall be substantially
damaged during the last year of the term of this Lease, either Tenant or Landlord may elect to
terminate this Lease effective upon giving notice of such election, in writing, to the other within
thirty (30) days after the happening of the fire or other casualty.



ARTICLE 13




EMINENT DOMAIN



     Section 13.1 Taking of Demised Premises. If during the Term all of the Demised
Premises shall be taken for any public or quasi-public use under any statute or by right of eminent
domain, or sale-in-lieu of such taking, this Lease shall automatically terminate on the date on
which the condemning authority takes possession of the Demised Premises (hereinafter called the
“Date of Taking”). If so much of the Demised Premises (but less than all) is taken as
shall render the Demised Premises unusable for Tenant’s business purposes, Tenant and Landlord
shall each have the right to terminate this Lease by giving written notice to the other party of
termination within 30 days after the Date of Taking.



     Section 13.2 Partial or Temporary Taking of Building.




     (a) If during the Term, the Building, or any portion thereof, is taken or sold as set
out in Section 13.1, then (1) if substantial alteration or reconstruction of the Building is
necessary as a result thereof; (2) if one-quarter or more of the value of the Building is
included in such taking or sale; or (3) if such portion of the Common Areas shall be taken
as to materially interfere or prevent access to the Building or reduce the value of the Land



20









 






and the Building by more than one-quarter; then, either Tenant or Landlord shall have
the right to terminate this Lease by giving to the other at least 30 days’ written notice
thereof.




     (b) If during the Term the Building or the Common Areas, or any portion thereof, shall
be taken as set out in Section 13.1 for a period of less than one (1) year, this Lease shall
remain in full force and effect subject to Section 13.4 hereof. If such a taking shall be
for a period of one (1) year or more, then the provisions of Section 13.1 and Section
13.2(a), as the case may be, shall be applicable.




     (c) If either party exercises its rights of termination under Section 13.1 or 13.2 (and
any such right must be exercised within 30 days after the Date of Taking, failing which such
right shall be deemed waived), this Lease shall terminate on the date stated in the notice,
provided, however, that no termination pursuant to notice hereunder may occur later than 60
days after the Date of Taking.



     Section 13.3 Surrender. On the date of any termination under Section 13.1 or 13.2,
Tenant shall immediately surrender to Landlord the Demised Premises and all interests therein under
this Lease and Tenant shall pay Landlord Rent through the date of termination (or through the Date
of Taking if such date shall not be the same as the date of termination). Landlord may, through
judicial process, re-enter and take possession of the Demised Premises and remove Tenant therefrom.



     Section 13.4 Rent Adjustment for Partial Taking of Demised Premises. If any portion
of the Demised Premises (but less than the whole thereof) is so taken, and no rights of termination
herein conferred are timely exercised, the Term shall expire (or, in respect of a taking pursuant
to Section 13.2(b) hereof, have no force and effect for the period of such temporary taking) with
respect to the portion so taken on (or from) the Date of Taking. In such event, the Rent
thereafter payable under this Lease shall be adjusted pro rata in order to account for the
resulting reduction (either temporarily or permanently) in the number of rentable square feet in
the Demised Premises.



     Section 13.5 Awards. Upon any taking or sale described in this Article 13, Landlord
shall be entitled to receive and retain the entire award or consideration for the affected lands
and improvements, and Tenant shall not have nor advance any claim against Landlord or anyone else
for the value of its property or its leasehold estate under this Lease, or for the costs or removal
or relocation, or business interruption expense or any other damages arising out of such taking or
purchase. Nothing herein shall give Landlord any interest in or preclude Tenant from seeking and
recovering on its own account a separate award from the condemning authority attributable to the
taking or purchase of Tenant’s trade fixtures, or the removal or relocation of its business and
effects, or the interruption of its business provided that Landlord’s award is not diminished
thereby. If any such award made or compensation paid to either party specifically includes an
award or amount for the other, the party first receiving the same shall promptly account therefor
to the other.



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ARTICLE 14




RIGHTS RESERVED TO LANDLORD



     Section 14.1 Access to Demised Premises. Landlord and Landlord’s agents shall have
the right (but shall not be obligated) to enter the Demised Premises in any emergency at any time,
and to perform any acts related to the safety, protection or preservation thereof or of the
Building. At other reasonable times, and upon reasonable notice, Landlord may enter the Demised
Premises (1) to examine and make such repairs, replacements and improvements as Landlord may deem
necessary or, subject to Tenant’s reasonable approval, reasonably desirable to the Demised Premises
or to any other portion of the Building, (2) for the purpose of complying with laws, regulations
and other requirements of governmental authorities or the provisions of this Lease, (3) for the
purpose of posting notices of nonresponsibility, or (4) for the purposes of showing the same to
prospective purchasers or mortgagees of the Building, and during the last 12 months of the Term for
the purpose of showing the same to prospective tenants. Tenant shall permit Landlord to use and
maintain and replace unexposed pipes and conduits in and through the Demised Premises and to erect
new unexposed pipes and conduits therein. Landlord may, during the progress of any work in the
Demised Premises, take all necessary materials and equipment into the Demised Premises and close or
temporarily suspend operation of areas of the Demised Premises without such interference
constituting an eviction. Tenant shall not be entitled to any damages by reason of loss or
interruption of business or otherwise during such periods. During such periods Landlord shall use
reasonable efforts to minimize any interference with Tenant’s use of the Demised Premises. If
Tenant is not present to open and permit an entry into the Demised Premises, Landlord or Landlord’s
agents may enter the same whenever such entry may be necessary or permissible by master key or
otherwise, provided reasonable care is exercised to safeguard Tenant’s property. Such entry shall
not render Landlord or its agents liable therefor, nor in such event shall the obligations of
Tenant hereunder be affected. If during the last month of the Term Tenant shall have removed all
or substantially all of Tenant’s property therefrom, Landlord may immediately enter, alter,
renovate or redecorate the Demised Premises without limitation or abatement of Rent or without
incurring liability to Tenant for any compensation, and such act shall have no effect on this Lease
or Tenant’s obligations hereunder.



     Section 14.2 Additional Rights. Landlord shall have the following additional rights
exercisable without notice (except as provided below) and without liability to Tenant for damage or
injury to property, person or business, all claims for damage being hereby released, and without
effecting an eviction or disturbance of Tenant’s use or possession or giving rise to any claim for
setoffs, or abatement of Rent:




     (a) Subject to Tenant’s reasonable approval, to change the name, number or designation
by which the Building may be known;




     (b) Subject to Tenant’s reasonable approval, to make such changes in or to the
Building, including the building equipment and systems, as Landlord may deem necessary or
desirable, provided that any such change does not deprive Tenant of a




22











 






reasonable means of access to the Demised Premises or unreasonably interfere with the
use of the Demised Premises;




     (c) Intentionally deleted;




     (d) After any applicable notice and the expiration of any applicable cure period, to
perform any act, obligation or other commitment required of or by Tenant which Tenant has
not performed for any reason whatsoever (including, without being limited to, obtaining
insurance coverage), and to charge Tenant as Additional Rent all reasonable costs and
expenses incurred by Landlord for such performance, together with interest thereon at the
Default Rate from the dates of Landlord’s expenditures until paid.



ARTICLE 15




ASSIGNMENT AND SUBLETTING




Section 15.1 Consent Required.




     (a) Except with respect to a “Permitted Affiliate Transfer” (as hereinafter defined),
Tenant shall not, voluntarily or involuntarily, by operation of law or otherwise: (i)
assign, mortgage, pledge, encumber or in any manner transfer this Lease in whole or in part,
or (ii) sublet all or any part of the Demised Premises, or allow any other person to occupy
all or any part thereof, without the prior written consent of Landlord in each instance, the
granting of which consent shall not be unreasonably withheld, delayed or conditioned, and
any attempt to do any of such acts without such consent shall be null and void and of no
effect. Along with Tenant’s request, Tenant shall pay Landlord Five Hundred and No/100
Dollars ($500.00) to cover Landlord’s expenses in reviewing said request. Provided written
notice is given Landlord, a transfer of control of Tenant, including, without being limited
to, a transfer of stock or partnership interest or the merger, consolidation, sale of all or
substantially all of the other assets of Tenant or other corporate or other reorganization
of Tenant (whether or not Tenant shall be the surviving entity), shall not be deemed an
assignment under this Lease and shall not be subject to the provisions of this Article,
including the requirement of obtaining Landlord’s prior consent. The consent by Landlord to
any assignment, mortgage, pledge, encumbrance, transfer or subletting shall not constitute a
waiver of the necessity for such consent to any subsequent assignment, mortgage, pledge,
encumbrance, transfer or subletting.




     (b) In the event Tenant desires to assign this Lease or sublet all or a portion of the
Demised Premises, Tenant shall advise Landlord of its intention to sublease or assign this
Lease.




     (c) Within fifteen (15) days after receiving such notice, Landlord shall have the right
to terminate this Lease if the proposed transaction is an assignment; or as to a sublease,
terminate this Lease for only the portion of the Demised Premises to be subleased (the
“Subject Premises”).



23









 






     (d) If within said fifteen (15) day period Landlord does not terminate this Lease in
the case of a proposed assignment or terminate the Lease as to the Subject Premises pursuant
to Section 15.1(c), Landlord shall not unreasonably withhold its consent to the proposed
sublease or assignment. Such consent shall be granted or denied (stating in reasonable
detail the reasons for any denial) within fifteen (15) days after Landlord receives a term
sheet setting forth the principal economic terms of the proposed sublease or assignment and
sufficient information to permit Landlord to determine the acceptability, financial
responsibility, and character of subtenant or assignee. If Landlord fails or refuses to
consent or deny its consent to any such transaction within three (3) business days from
receipt of written notice from Tenant following the expiration of the fifteen (15) day
period as provided in the immediately preceding sentence, advising Landlord of such failure
or refusal, Landlord shall be deemed to have approved such transaction. Such consent shall
be deemed to be reasonably withheld if: (i) in the judgment of Landlord the purposes for
which the subtenant or assignee intends to use the Demised Premises or Subject Premises are
in violation of the terms of this Lease; (ii) Tenant is in default under this Lease beyond
any applicable notice and cure period; (iv) the Subject Premises or the remaining balance of
the Demised Premises, if any, does not have appropriate means of ingress and egress or is
not suitable for normal renting purposes; (v) the proposed subtenant or assignee is a
governmental unit; (vi) the assignee or sublessee is not, in the reasonable judgment of
Landlord, solvent or does not have unencumbered assets of a value at least equal to twice
the projected annual costs of the obligations to be assumed; (vii) in the judgment of
Landlord such a sublease or assignment would violate any term, condition, covenant, or
agreement of the Landlord involving the Building, or any other tenant’s lease within it;
(viii) the proposed use or occupancy of the Demised Premises or Subject Premises, as the
case may be, by the assignee or sublessee would either violate any applicable law, statute,
ordinance, code or regulation or would impose any obligation upon Landlord to comply with
any of the foregoing or increase Landlord’s obligation to comply with any of the foregoing;
or (ix) any such proposed sublease or assignment would cause a breach of the ERISA
representations set forth in Section 24.14 below. Notwithstanding anything to the contrary
contained in this Lease, Tenant’s sole right and remedy in any dispute as to whether
Landlord’s consent to a proposed sublease or proposed assignment has been unreasonably
withheld shall be an action for declaratory judgment or specific performance and Tenant
shall not be entitled to any damages if Landlord is adjudged to have unreasonably withheld
such consent.




     (e) If Landlord grants consent to any assignment or sublease hereunder, it shall be
upon and subject to the following terms: (i) the terms and conditions of this Lease shall in
no way be deemed modified, abrogated or amended; (ii) Tenant shall pay Landlord a reasonable
fee (not to exceed $2,500.00) determined by Landlord for each sublease or assignment
submitted; and (iii) the consent shall not be deemed a consent to any further subletting or
assignments by either Tenant, subtenants or assignees. In addition to the foregoing
conditions, if Tenant shall assign this Lease, the assignee shall expressly assume all
obligations of Tenant hereunder in a written instrument reasonably satisfactory to Landlord
and furnished to Landlord by Tenant not later than fifteen (15) days prior to the effective
date of the assignment; if Tenant shall sublease any portion or



24









 






all of the Demised Premises as permitted herein, Tenant shall obtain and furnish to
Landlord, not later than fifteen (15) days prior to the effective date of such sublease and
in form reasonably satisfactory to Landlord, the written agreement of such subtenant to the
effect that the subtenant will attorn to Landlord, at Landlord’s option and written request,
in the event this Lease terminates before the expiration of the sublease. If Tenant intends
to sublease all or a portion of the Demised Premises and received any required approval of
the Landlord, Tenant shall provide Landlord with a copy for review of the sublease intended
to be executed. Tenant shall not be released from any obligations or liabilities under this
Lease as a result of any assignment of this Lease or sublet of all or any portion of the
Demised Premises.




     (f) If Tenant shall assign this Lease or sublet all or any portion of the Demised
Premises pursuant to the terms of this Article 15, then Tenant shall pay Landlord as
additional Rent, fifty percent (50%) of the excess payments or other economic consideration
whether denominated as rent or otherwise (together with escalations) payable to Tenant under
the sublease or assignment which might be in excess of the Fixed Rent plus Additional Rent
payable to Landlord under this Lease (or, if only a portion of the Demised Premises is being
sublet, the excess payments or other economic consideration allocable on a rentable square
footage basis to the space sublet), less the costs incurred by Tenant in connection with
such assignment or sublease, including but not limited to brokers and legal fees and the
value of all tenant concessions such as, free rent, tenant improvement allowances or any
alterations performed by Tenant to accommodate such sublease or assignment.




     (g) Notwithstanding any provisions in this Article to the contrary, a “Permitted
Affiliate Transfer”, as defined below, is permitted without the prior written consent of
Landlord, but with prior notice to Landlord. A “Permitted Affiliate Transfer” means an
assignment/sublet where (a) the transferee/sublessee is directly or indirectly controlled by
the Tenant and (b) the transferee’s/sublessee’s use of the Demised Premises will be
consistent with that of the Tenant.




     (h) In the event Landlord approves any sublease or assignment of this Lease, or in the
event of the sale of all or substantially all of Tenant’s assets or a merger (for which
Landlord’s consent is not required), Landlord shall provide an estoppel statement containing
information similar to the estoppel certificate Tenant is required to provide pursuant to
Section 21.1 hereof upon Tenant’s written request.



ARTICLE 16




BANKRUPTCY



     Section 16.1 Bankruptcy. If at any time after the execution and delivery of this
Lease, there shall be filed by or against Tenant in any court pursuant to any statute either of the
United States or of any State a petition in bankruptcy or insolvency or for reorganization or for
the appointment of a receiver or trustee or conservator of all or a portion of Tenant’s property,
or if Tenant makes an assignment for the benefit of creditors, this Lease, (a) if such event shall
occur



25









 




prior to the Commencement Date, shall ipso facto be cancelled and terminated, or (b) if such
event shall occur on or after the Commencement Date, at the option of Landlord to be exercised
within 60 days after notice of the happening of any one or more of such events, may be cancelled
and terminated, and in any such event of termination neither Tenant nor any person claiming through
or under Tenant or by virtue of any statute or of an order of any court shall be entitled to
possession or to remain in possession of the Demised Premises but shall forthwith quit and
surrender the Demised Premises, and Landlord, in addition to the other rights and remedies granted
by virtue of any other provision in this Lease or by virtue of any statute or rule of law, may
retain as damages any Rent, Security Deposit, or moneys received by it from Tenant or others on
behalf of Tenant.




     Section 16.2 Measure of Damages. In the event of the termination of this Lease
pursuant to Section 16.1 above, Landlord shall be entitled to the same rights and remedies as set
forth in Article 17.



ARTICLE 17




DEFAULT



     Section 17.1 Events of Default. This Lease and the Term and estate hereby granted are
subject to the limitation that:




     (a) whenever Tenant shall have failed to pay any installment of Rent, or any portion
thereof when the same shall be due and payable, and Tenant shall have failed to pay same for
a period of five (5) days after notice of such failure has been given to Tenant; or




     (b) whenever Tenant shall have failed to comply with, shall have violated or shall be
in default in the performance of any other provision of this Lease and Tenant shall have
failed to cure such default (except a default under Section 17.1(e)) within 20 days after
notice from Landlord of such noncompliance, violation or default (in the case of a default
which cannot with due diligence be cured within a period of 20 days, Tenant shall have such
additional time to cure same as may reasonably be necessary, provided Tenant commences
curing such default within the 20 day period and proceeds promptly, effectively,
continuously and with due diligence to cure such default after delivery of said notice); or




     (c) whenever Tenant shall vacate or abandon the Demised Premises and leave same vacated
or abandoned for a period of 20 days after notice from Landlord; or




     (d) whenever any material warranty, representation or statement made or furnished by
Tenant to Landlord at any time in connection with this Lease is determined to have been
false or misleading in any material respect when made or furnished; or


then regardless and notwithstanding the fact that Landlord has or may have some other remedy under
this Lease or by virtue hereof, or in law or in equity, Landlord may give to Tenant a notice






26









 







(the “Termination Notice”) of intention of Landlord to end the term of this Lease
specifying a day not less than ten (10) days thereafter and, upon the giving of the Termination
Notice, this Lease and the Term and estate hereby granted shall expire and terminate upon the day
so specified in the Termination Notice as fully and completely and with the same force and effect
as if the day so specified were the Expiration Date and all rights of Tenant shall terminate and
Tenant shall remain liable for damages as hereinafter provided. From and after any date upon which
Landlord is entitled to give a Termination Notice, Landlord, without further notice and with or
without giving such Termination Notice, may enter upon, re-enter, possess and repossess itself of
the Demised Premises, by summary proceedings, ejectment or otherwise in accordance with law, and
may dispossess and remove Tenant and all other persons and property from the Demised Premises and
may have, hold and enjoy the Demised Premises and the right to receive all rental and other income
of and from the same. As used in this Lease the words “enter” and “re-enter” are not restricted to
their technical legal meanings.




     Upon and after such entry into possession Landlord may, but shall have no obligation to, relet
the Demised Premises, or any part thereof, for the account of Tenant, to any person, firm or
corporation, other than Tenant, for such Rent, for such time and upon such terms as Landlord, in
Landlord’s reasonable discretion, shall determine, and Landlord shall not be required to accept any
tenant offered by Tenant or to observe any instruction given by Tenant about such reletting.



     Section 17.2 Damages.




     (a) Tenant covenants and agrees that in the event of the termination of this Lease or
re-entry by Landlord, under, any of the provisions of this Article 17 or pursuant to law, by
reason of default hereunder on the part of Tenant, Tenant shall pay to Landlord, as damages
with respect to this Lease, at the election of Landlord:




     (1) a sum which at the time of such termination of this Lease or at the time of
any re-entry by Landlord, as the case may be, represents the excess, if any, of the
present value (discounted at 5% per annum) of:




     (i) the aggregate of the Rent which would have been payable by Tenant
for the period commencing with such earlier termination of this Lease or the
date of any such re-entry, as the case may be, and ending with the
Expiration Date of this Lease, had this Lease not so terminated or had
Landlord not so re-entered the Demised Premises over




     (ii) the aggregate fair market rental value of the Demised Premises for
the same period; or




     (2) sums equal to the Rent which would have been payable by Tenant had this
Lease not so terminated, or had Landlord not so re-entered the Demised Premises,
payable upon the days specified in this Lease following such termination or such
re-entry and until the Expiration Date of this Lease, provided, however, that if the
Demised Premises shall be leased or re-let during said period, Landlord shall credit
Tenant with the net rents, if any, received by Landlord from



27









 






such leasing or re-letting, such net Rent to be determined by first deducting
from the gross rents as and when received by Landlord from such leasing or
re-letting the expenses incurred or paid by Landlord in terminating this Lease or of
re-entering the Demised Premises and of securing possession thereof, as well as the
expense of leasing and re-letting, including altering and preparing any portion of
the Demised Premises for new tenants, brokers’ commissions and all other expenses
properly chargeable against the Demised Premises and the rental therefrom; but in no
event shall Tenant be entitled to receive any excess of such net rents over the
Rent, payable by Tenant to Landlord hereunder.




     (b) Suit or suits for the recovery of any and all damages, or any installments thereof,
provided for hereunder may be brought by Landlord from time to time at its election, and
nothing contained herein shall be deemed to require Landlord to postpone suit until the date
when the term of this Lease would have expired if it had not been terminated under the
provisions of this Article 17, or under provisions of any law, or had Landlord not
re-entered the Demised Premises.




     (c) Nothing herein contained shall be construed as limiting or precluding the recovery
by Landlord against Tenant of any damages to which Landlord may lawfully be entitled in any
case other than those particularly provided for above other than punitive or consequential
damages, which are hereby waived by Landlord.



     Section 17.3 Landlord Default. It shall be deemed a “Landlord Default” if Landlord
breaches any of the terms or covenants of this Lease to be performed by Landlord, and such breach
continues for thirty (30) days (ten (10) days in the event of failure to pay an amount due and
owing to Tenant) after notice from Tenant to Landlord of such breach; provided, however, that such
failure shall not be a Landlord Default if such failure could not reasonably be cured during such
thirty (30) day period, Landlord has commenced the cure within such thirty (30) day period and so
long as Landlord is thereafter diligently, promptly, effectively and continuously pursuing such
cure to completion. Upon the occurrence of a Landlord Default, Tenant may exercise such remedies
as are available to Tenant at law or equity, other than consequential or punitive damages or those
remedies which are specifically waived under this Lease. Notwithstanding the foregoing, in the
event of a Landlord Default and there then exists a mortgage encumbering the Property, before
Tenant may exercise its remedies as above provided, Tenant shall first give the mortgagee (as
identified by Landlord) written notice of the Landlord Default and such mortgagee shall be afforded
a reasonable opportunity (not less than thirty (30) days) to effect a cure of such Landlord
Default.



     Section 17.4 Waiver of Jury Trial. To the fullest extent permitted by the applicable
law, the parties hereto shall and they hereby do waive trial by jury in any action, proceeding or
counterclaim brought by either of the parties hereto against the other on any matters whatsoever
arising out of or in any way connected with this Lease or the interpretation thereof, the
relationship of Landlord and Tenant, Tenant’s use or occupancy of the Demised Premises, and/or any
claim of injury or damage.



28









 





ARTICLE 18




SURRENDER



     Section 18.1 Possession. Upon the expiration or earlier termination of this Lease,
Tenant shall immediately quit and surrender possession of the Demised Premises in as good a state
and condition as they were when entered into, reasonable wear and tear and casualty damage (other
than that which Tenant is obligated to repair) excepted. Upon such surrender, all right, title and
interest of Tenant in the Demised Premises shall cease.



     Section 18.2 Merger. The voluntary or other surrender of this Lease by Tenant or the
cancellation of this Lease by mutual agreement of Tenant and Landlord shall not work a merger, but
shall, at Landlord’s option, terminate all or any subleases and subtenancies or operate as an
assignment to Landlord of all or any subleases or subtenancies. Landlord’s option hereunder shall
be exercised by notice to Tenant and all known sublessees or subtenants in the Demised Premises or
any part thereof.



ARTICLE 19




HOLDING OVER



     Section 19.1 Holding Over. If Tenant retains possession of the Demised Premises or
any part thereof after the expiration or earlier termination of this Lease, Tenant shall pay as
Rent a sum equal to 150% of the amount of Fixed Rent plus Additional Rent hereunder, payable for
the month preceding such holding over computed on a daily basis for each day that Tenant remains in
possession. Tenant shall also be liable for and shall pay to Landlord, all direct damages
sustained by reason of Tenant’s holding over. The provisions of this section do not waive
Landlord’s right of re-entry or right to regain possession by actions at law or in equity or any
other rights hereunder, and any receipt of payment by Landlord shall not be deemed a consent by
Landlord to Tenant’s remaining in possession or be construed as creating or renewing any lease or
right of tenancy between Landlord and Tenant.



ARTICLE 20




REMEDIES CUMULATIVE



     Section 20.1 No Waiver. No waiver by Landlord or Tenant of a breach of any covenants,
agreements, obligations or conditions of this Lease shall be construed to be a waiver of any future
breach of the same or any other covenant, agreement, obligation or condition hereof. No receipt of
money by Landlord from Tenant after notice of default, or after the termination of this Lease or
the commencement of any suit or final judgment of possession of the Demised Premises, shall
reinstate, continue or extend the term of this Lease or affect any notice, demand or suit. The
rights and remedies hereby created are cumulative, and the use of one remedy shall not be construed
to exclude or waive the right to the use of another, or exclude any other right or remedy allowed
by law.



29









 





ARTICLE 21




ESTOPPEL CERTIFICATE, SUBORDINATION, ATTORNMENT



     Section 21.1 Estoppel Certificate. Tenant shall at any time upon the request of
Landlord, execute and deliver in recordable form and in substance satisfactory to Landlord, an
estoppel certificate certifying: the date Tenant accepted occupancy of the Demised Premises; the
date to which Rent has been paid; the amount of any Security Deposit; that this Lease is in full
force and effect and has not been modified or amended (or if modified or amended, describing the
same) and that there are no defenses or offsets thereto or defaults of Landlord under this Lease
(or if any be claimed, describing the same); and such other matters as Landlord may reasonably
request. Tenant’s failure to deliver such certificate within ten (10) days of the demand therefor
shall be a default hereunder.



     Section 21.2 Subordination. Subject to Landlord’s representation as set forth in
Section 24.4 hereof and the last sentence of this Section 21.2, this Lease is and shall be subject
and subordinate to all ground or underlying leases, mortgages and deeds of trust which now or
hereafter affect the Land, Building and/or any ground or underlying leases thereof and to all
renewals, modifications, consolidations, replacements and extensions thereof. The provisions of
this section shall be automatic and shall not require any further action. In confirmation of such
subordination, Tenant will execute and deliver upon demand of Landlord any and all instruments
desired by Landlord subordinating this lease to such lease, mortgage or deed of trust. Landlord
represents that there is currently no mortgage lien against the Property. Notwithstanding the
foregoing, Tenant’s obligation to subordinate this Lease to the lien of any future mortgagee will
be conditioned upon Tenant’s receipt of a non-disturbance agreement in such mortgagee’s customary
form, with commercially reasonable changes requested by Tenant and providing such form does not
change or modify any of the material provisions of this Lease.



     Section 21.3 Attornment. Tenant agrees that, at the option of the landlord under any
ground lease now or hereafter affecting the real property of which Demised Premises forms a part,
Tenant shall attorn to said landlord in the event of the termination or cancellation of such ground
lease and if requested by said landlord, enter into a new lease with said landlord (or a successor
ground-lessee designated by said landlord) for the balance of the term then remaining hereunder
upon the same terms and conditions as those herein provided.



     Section 21.4 Mortgages. Tenant covenants and agrees that, if by reason of default
under any mortgage or deed of trust which may now or hereafter affect the Land and/or the Building,
the mortgagee thereunder enters into and becomes possessed of the said mortgaged property either
through possession or foreclosure action or proceeding, or in the event of the sale of the said
mortgaged property as a result of any action or proceeding to foreclosure the said mortgage, Tenant
will attorn to the mortgagee or such then owner as its landlord under this Lease. Tenant agrees to
execute and deliver, at any time and from time to time, upon the request of the mortgagee or the
then owner of the said mortgaged property of which the Demised Premises forms a part any instrument
which may be necessary or appropriate to evidence such attornment. Tenant further waives the
provisions of any statute or rule of law now or hereafter in effect which may give or purport to
give Tenant any right of election to terminate this Lease or to



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surrender possession of the Demised Premises in the event any proceeding is brought by the
mortgagee under any such mortgage to terminate the same, and agrees that this Lease shall not be
affected in any way whatsoever by any such proceeding.




ARTICLE 22




QUIET ENJOYMENT



     Section 22.1 Quiet Enjoyment. Landlord covenants and agrees with Tenant that upon
payment by Tenant of the Rent hereunder and upon the observance and performance of all of the
terms, covenants and conditions on Tenant’s part to be observed and performed, Tenant may peaceably
and quietly enjoy the Demised Premises, free of all claims from Landlord and those claiming by,
through or under Landlord, but subject, nevertheless, to the terms and conditions of this Lease
(including, without being limited to, the provisions of Article 21).



ARTICLE 23




NOTICES



     Section 23.1 Notices. Whenever any notice or consent is required or permitted
hereunder, such notice or consent shall be in writing. Any notice or document required or
permitted to be delivered hereunder shall be deemed to be delivered (a) upon receipt or refusal of
receipt when sent by recognized overnight courier or (b) upon receipt or refusal of receipt when
deposited in the United States Mail, postage prepaid, Registered or Certified Mail, Return Receipt
Requested, addressed to the parties hereto at the addresses set forth in Article l, or at such
other addresses as they have theretofore specified by written notice delivered in accordance
herewith.



ARTICLE 24




MISCELLANEOUS PROVISIONS



     Section 24.1 Time. Time is and shall be of the essence of this Lease and all its
provisions.



     Section 24.2 Applicable Law and Construction.




     (a) This Lease shall be governed by and construed under the laws of the State in which
the Property is located.




     (b) The necessary grammatical changes required to make the provisions of this Lease
apply in the plural sense where there is more than one tenant and to either corporations,
associations, partnerships or individuals, males or females, shall in all instances be
assumed as though fully expressed. If there is more than one person or entity who or which
are Tenant under this Lease, the obligations imposed upon Tenant under this Lease shall be
joint and several. The relationship between Landlord and Tenant created hereunder shall be
that of lessor and lessee and nothing herein shall be



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construed as creating any joint venture or partnership. The captions used in this
Lease are for convenience only and do not in any way limit or amplify the terms and
provisions hereof.



     Section 24.3 Parties Bound. It is agreed that this Lease, and each and all the
covenants and obligations hereof, shall be binding upon and inure to the benefit of, as the case
may be, the parties hereto, their respective heirs, executors, administrators, successors and
assigns, subject to all agreements and restrictions herein contained with respect to assignment or
other transfer of Tenant’s interest herein.



     Section 24.4 No Representations by Landlord. Neither Landlord nor Landlord’s agents
have made any representations or promises with respect to the physical condition of the Property or
the Building, the Demised Premises, permissible uses of Demised Premises, the rents, leases,
expenses of operation or any other matter or thing affecting or related to the Demised Premises
except as herein expressly set forth, and no rights, easements, or licenses are acquired by Tenant
by implication or otherwise except as expressly set forth in the provisions of this Lease. Tenant
has inspected the Building and the Demised Premises and is thoroughly acquainted with their
condition, and agrees to accept the same “as is” subject to completion of Landlord’s Work, if any.
All understandings and agreements heretofore made between the parties hereto are merged in this
Lease, which alone fully and completely expresses the agreement between Landlord and Tenant, and
any executory agreement hereafter made shall be ineffective to change, modify, discharge or effect
an abandonment of it, in whole or in part, or a surrender of this Lease or of the Demised Premises
or any part thereof or of any interest of Tenant therein unless such executory agreement is in
writing and signed by Landlord and Tenant. Notwithstanding any provision to the contrary, Landlord
represents that (i) any existing ground lease affecting the Property is subordinate to this Lease;
and (ii) the Building was constructed substantially in accordance with the plans filed with the
applicable governmental authorities.



     Section 24.5 Brokers. Tenant warrants that it has had no dealings with any broker,
agent or any other person in connection with the negotiation or execution of this Lease other than
the broker(s) identified in Article 1. Landlord agrees to compensate the Broker pursuant to a
separate agreement. Landlord and Tenant each agree to indemnify and hold harmless the other from
and against any and all cost, expense, or liability for commissions or other compensation and
charges claimed by any broker or agent (other than the broker(s) identified in Article 1) with
respect to this Lease on account of their respective acts.



     Section 24.6 Severability. The invalidity or unenforceability of any provision of
this Lease shall not affect or impair the validity of any other provision.



     Section 24.7 Force Majeure. In the event Landlord or Tenant shall be delayed or
hindered in or prevented from the performance of any act required hereunder by reason of strikes,
lock-outs, labor troubles, inability to procure materials, failure of power, restrictive
governmental laws or regulations, riots, insurrection, war or other reason of a like nature beyond
their the reasonable control, in performing work or doing acts required under the terms of this



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Lease, then performance of such act shall be extended for a period equivalent to the period of
such delay.




     Section 24.8 Definition of Landlord. As used in this Lease, the term “Landlord” shall
mean only the owner, or the mortgagee in possession, for the time being, of the Building and the
Land or the owner of a lease of the Building or of the Land and the Building, so that in the event
of any sale of the Building or of the Land and the Building or of said Lease, or in the event of a
lease of the Building or of the Land and the Building, said Landlord shall be and hereby is
entirely freed and relieved of all covenants and obligations of Landlord hereunder thereafter to be
performed or observed, and it shall be deemed and construed without further agreement between the
parties or their successors in interest, or between the parties and any such purchaser or lessee,
that such purchaser or lessee has assumed and agreed to perform and observe any and all covenants
and obligations of Landlord hereunder.



     Section 24.9 No Option. The submission of this Lease for examination or execution
does not constitute a reservation of or option for the Demised Premises, and this Lease becomes
effective as a lease only upon execution and delivery thereof by Landlord and Tenant.



     Section 24.10 Exculpatory Clause. All separate and personal liability of Landlord or
any trustee, director, officer, partner or principal (disclosed or undisclosed) thereof of every
kind or nature, if any, is waived by Tenant, and by every person now or hereafter claiming by,
through or under Tenant; and Tenant shall look solely to Landlord’s estate in the Property for the
payment of any claim against Landlord.



     Section 24.11 No Recording. Tenant shall not record this Lease, or any portion or any
reference hereto. In the event Tenant records this Lease, or permits or causes this Lease, or any
portion hereof or reference hereto to be recorded, this Lease shall terminate at Landlord’s option
or Landlord may declare a default hereunder and pursue any and all of its remedies provided in this
Lease.



     Section 24.12 No Light, View or Air Easements. Any diminution or shutting off of
light, view or air by any structure which may be erected on lands adjacent to the Property shall in
no way affect this Lease or impose any liability on Landlord.



     Section 24.13 Financial Statements. In the event Tenant is not then a publically
traded entity, Tenant, within 15 days after request, but not more than once each calendar year,
shall provide Landlord with a current financial statement and such other information as Landlord
may reasonably request in order to create a “business profile” of Tenant and determine Tenant’s
ability to fulfill its obligations under this Lease.



     Section 24.14 ERISA. Tenant hereby represents and warrants to Landlord that (i)
Tenant is not a “party in interest” (within the meaning of Section 3(14) of the Employee Retirement
Income Security Act of 1974, as amended) or a “disqualified person” (within the meaning of Section
4975 of the Internal Revenue Code of 1986, as amended) with respect to any retirement or pension
plan of the Metropolitan Life Insurance Company, and (ii) Tenant is not




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and will not become a “benefit plan investor” as defined in Section 3(42) of ERISA or a
“governmental plan” within the meaning of Section 3(32) of ERISA.




     Section 24.15 Patriot Act. Tenant represents, warrants and covenants that neither
Tenant nor any of its partners, officers, directors, members or shareholders (i) is listed on the
Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Asset
Control, Department of the Treasury (“OFAC”) pursuant to Executive Order No. 13224, 66 Fed. Reg.
49079 (Sept. 25, 2001)(“Order”)and all applicable provisions of Title III of the USA Patriot Act
(Public Law No. 107-56 (October 26, 2001)); (ii) is listed on the Denied Persons List and Entity
List maintained by the United States Department of Commerce; (iii)is listed on the List of
Terrorists and List of Disbarred Parties maintained by the United States Department of State, (iv)
is listed on any list or qualification of “Designated Nationals” as defined in the Cuban Assets
Control Regulations 31 C.F.R. Part 515; (v) is listed on any other publicly available list of
terrorists, terrorist organizations or narcotics traffickers maintained by the United States
Department of State, the United States Department of Commerce or any other governmental authority
or pursuant to the Order, the rules and regulations of OFAC (including without limitation the
Trading with the Enemy Act, 50 U.S.C. App. 1-44; the International Emergency Economic Powers Act,
50 U.S.C. §§ 1701-06; the unrepealed provision of the Iraq Sanctions Act, Publ.L. No. 101-513; the
United Nations Participation Act, 22 U.S.C. § 2349 aa-9; The Cuban Democracy Act, 22 U.S.C. §§
60-01-10; The Cuban Liberty and Democratic Solidarity Act, 18.U.S.C. §§ 2332d and 233; and The
Foreign Narcotic Kingpin Designation Act, Publ. L. No. 106-120 and 107-108, all as may be amended
from time to time); or any other applicable requirements contained in any enabling legislation or
other Executive Orders in respect of the Order (the Order and such other rules, regulations,
legislation or orders are collectively called the “Orders”); (vi) is engaged in activities
prohibited in the Orders; or (vii) has been convicted, pleaded nolo contendere, indicted, arraigned
or custodially detained on charges involving money laundering or predicate crimes to money
laundering, drug trafficking, terrorist-related activities or other money laundering predicate
crimes or in connection with the Bank Secrecy Act (31 U.S.C. §§ 5311 et. seq.).



     Section 24.16 Signage. Tenant shall be permitted to install identification signage
(i) on the entry doors to the Demised Premises, or (ii) on a monument sign if approved by
governmental authorities. All such signage shall be installed at Tenant’s sole expense, and only
after first receiving Landlord’s approval of plans and specifications therefor, not to be
unreasonably withheld, as well as any necessary permits, and must comply will all applicable laws,
codes and ordinances. At the expiration or earlier termination of the Term, Tenant shall remove
all such signage and repair any damage caused by such removal, all at Tenant’s sole cost and
expense



     Section 24.17 Renewal Option. Tenant shall, provided the Lease is in full force and
effect and Tenant is not in monetary default under the terms and conditions of the Lease at the
time of notification or commencement beyond applicable notice and cure periods, have one (1) option
to renew this Lease for a term of five (5) years on the same terms and conditions set forth in the
Lease, except as modified by the terms, covenants and conditions as set forth below:



34









 






     (a) If Tenant elects to exercise said option, then Tenant shall provide Landlord with
written notice no earlier than the date which is fifteen (15) months prior to the expiration
of the then current term of the Lease but no later than the date which is ten (10) months
prior to the expiration of the then current term of this Lease. If Tenant fails to provide
such notice, Tenant shall have no further or additional right to extend or renew the term of
the Lease.




     (b) The Fixed Rent and Monthly Fixed Rent in effect at the expiration of the then
current term of the Lease shall be adjusted to reflect the fair market rental for comparable
space in similar buildings in the same rental market as of the date the renewal term is to
commence, taking into account concessions then being provided for renewals by landlords of
such similar buildings (including without limitation rent abatement and tenant improvement
allowances) as well as the specific provisions of the Lease which will remain constant.
Landlord shall advise Tenant of the new Fixed Rent and Monthly Fixed Rent for the Demised
Premises no later than thirty (30) days after receipt of Tenant’s written request therefor.
Said request shall be made no earlier than thirty (30) days prior to the first date on which
Tenant may exercise its option under this Section 24.17. Said notification of the new Fixed
Rent may include a provision for its escalation to provide for a change in fair market
rental between the time of notification and the commencement of the renewal term. If Tenant
and Landlord are unable to agree on a mutually acceptable rental rate not later than four
(4) months prior to the expiration of the then current term, Landlord and Tenant shall each
appoint a qualified MAI appraiser doing business in the area, in turn those two independent
MAI appraisers shall appoint a third MAI appraiser and the majority shall decide upon the
fair market rental for the Demised Premises as of the expiration of the then current term.
Landlord and Tenant shall equally share in the expense of this appraisal. Tenant may elect
to rescind its exercise of the renewal option within three (3) business days after Tenant is
advised of the MAI appraisal determination, provided that Tenant pays for the entire MAI
appraisal cost.


This option is not transferable except to an Affiliate or entity which acquires all or
substantially all of Tenant’s assets, or involved with a merger with Tenant (collectively,
Permitted Transferees”); the parties hereto acknowledge and agree that they intend that the
aforesaid option to renew this Lease shall be “personal” to Tenant as set forth above and that in
no event will any assignee or sublessee, except a Permitted Transferee, have any rights to exercise
the aforesaid option to renew. However, in the event there is any other transfer in the control of
Tenant, the option shall be transferable to the new controlling entity.




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     IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the 21st
day of December, 2009.



	 	 	 	 	 	 	 
	TENANT:	 	LANDLORD:
	 
	G III APPAREL GROUP LTD, a

Delaware
corporation	 	GRANITE SOUTH BRUNSWICK LLC, a

Delaware limited liability company
	 
	 	 	 	 	 	 
	By:

	 	/s/ Wayne S. Miller
	 	By:
	BlackRock Granite Property Fund,
	 

	 	 	 	 	 	 
	 

	 	Name: Wayne S. Miller
	 	 	L.P., its Sole Member
	 
	 	Title: Chief Operating Officer
	 	 	 	 
	 

	 	 	 	By:
	BlackRock Granite Property Fund,
	 

	 	 	 	 	LLC, its General Partner
	 
	 

	 	 	 	By:
	BlackRock Granite Property Fund,
	 

	 	 	 	 	Inc., its Sole Member
	 
	 

	 	 	 	By:
	BlackRock Realty Advisors, Inc., its
	 

	 	 	 	 	Investment Manager
	 	 	 	 	 
	 	 	 	 	By:  	/s/ Robert D. Norberg
 
	 	 	 	 	 	Name:  	Robert D. Norberg 
	 	 	 	 	 	Title:  	Director 




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