Exhibit 10.25






Exhibit 10.25




 





LEASE BY AND BETWEEN




REGENERX BIOPHARMACEUTICALS, INC.




AND




THE REALTY ASSOCIATES FUND V, L.P.




of




15245 Shady Grove Road

Rockville, Maryland 20850




DATED




December 10, 2009




 




 


 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	1. Basic Lease Provisions
	 	 	1	 
	 
	 	 	 	 
	2. Premises
	 	 	3	 
	2.1. Lease of Premises and Definition of Project
	 	 	3	 
	2.2. Calculation of Size of Building and Premises
	 	 	3	 
	2.3. Common Areas-Defined
	 	 	3	 
	 
	 	 	 	 
	3. Term
	 	 	3	 
	3.1. Term and Commencement Date
	 	 	3	 
	3.2. Delay in Possession
	 	 	3	 
	3.3. Delays Caused by Tenant
	 	 	3	 
	3.4. Tender of Possession
	 	 	3	 
	3.5. Early Possession
	 	 	3	 
	 
	 	 	 	 
	4. Rent
	 	 	4	 
	4.1. Base Rent
	 	 	4	 
	4.2. Operating Expense Increases
	 	 	4	 
	 
	 	 	 	 
	5. Security Deposit
	 	 	5	 
	 
	 	 	 	 
	6. Use
	 	 	6	 
	6.1. Use
	 	 	6	 
	6.2. Compliance with Law
	 	 	6	 
	6.3. Condition of Premises
	 	 	6	 
	 
	 	 	 	 
	7. Maintenance, Repairs and Alterations
	 	 	6	 
	7.1. Landlord’s Obligations
	 	 	6	 
	7.2. Tenant’s Obligations
	 	 	6	 
	7.3. Alterations and Additions
	 	 	7	 
	7.4. Failure of Tenant to Remove Property
	 	 	7	 
	 
	 	 	 	 
	8. Insurance
	 	 	8	 
	8.1. Insurance-Tenant
	 	 	8	 
	8.2. Insurance-Landlord
	 	 	8	 
	8.3. Insurance Policies
	 	 	8	 
	8.4. Waiver of Subrogation
	 	 	8	 
	8.5. Coverage
	 	 	8	 
	 
	 	 	 	 
	9. Damage or Destruction
	 	 	9	 
	9.1. Effect of Damage or Destruction
	 	 	9	 
	9.2. Definition of Material Damage
	 	 	9	 
	9.3. Abatement of Rent
	 	 	9	 
	9.4. Tenant’s Acts
	 	 	9	 
	9.5. Tenant’s Property
	 	 	9	 
	9.6. Waiver
	 	 	9	 
	 
	 	 	 	 
	10. Real and Personal Property Taxes
	 	 	9	 
	10.1. Payment of Taxes
	 	 	9	 
	10.2. Definition of “Real Property Tax”
	 	 	9	 
	10.3. Personal Property Taxes
	 	 	9	 
	10.4. Reassessments
	 	 	9	 
	 
	 	 	 	 
	11. Utilities
	 	 	10	 
	11.1. Services Provided by Landlord
	 	 	10	 
	11.2. Intrabuilding Network Cabling
	 	 	10	 
	11.3. Occupant Density
	 	 	10	 
	11.4. Hours of Service
	 	 	10	 
	11.5. Excess Usage by Tenant
	 	 	10	 
	11.6. Interruptions
	 	 	10	 
	 
	 	 	 	 
	12. Assignment and Subletting
	 	 	10	 
	12.1. Landlord’s Consent Required
	 	 	10	 
	12.2. Leveraged Buy-Out
	 	 	11	 
	12.3. Standard For Approval
	 	 	11	 
	12.4. Additional Terms and Conditions
	 	 	11	 
	12.5. Additional Terms and Conditions Applicable to Subletting
	 	 	12	 
	12.6. Transfer Premium from Assignment or Subletting
	 	 	12	 
	12.7. Landlord’s Option to Recapture Space
	 	 	12	 
	12.8. Landlord’s Expenses
	 	 	12	 






 


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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	13. Default; Remedies
	 	 	13	 
	13.1. Default by Tenant
	 	 	13	 
	13.2. Remedies
	 	 	13	 
	13.3. Default by Landlord
	 	 	14	 
	13.4. Late Charges
	 	 	14	 
	13.5. Interest on Past-due Obligations
	 	 	14	 
	13.6. Payment of Rent and Security Deposit After Default
	 	 	14	 
	 
	 	 	 	 
	14. Landlord’s Right to Cure Default; Payments by Tenant
	 	 	14	 
	 
	 	 	 	 
	15. Condemnation
	 	 	14	 
	 
	 	 	 	 
	16. Vehicle Parking
	 	 	15	 
	16.1. Use of Parking Facilities
	 	 	15	 
	16.2. Parking Charges
	 	 	15	 
	 
	 	 	 	 
	17. Broker’s Fee
	 	 	15	 
	 
	 	 	 	 
	18. Estoppel Certificate
	 	 	15	 
	18.1. Delivery of Certificate
	 	 	15	 
	18.2. Failure to Deliver Certificate
	 	 	15	 
	 
	 	 	 	 
	19. Landlord’s Liability
	 	 	15	 
	 
	 	 		 
	20. Indemnity
	 	 	15	 
	 
	 	 	 	 
	21. Exemption of Landlord from Liability
	 	 	16	 
	 
	 	 	 	 
	22. Hazardous Material
	 	 	16	 
	22.1. Definition and Consent
	 	 	16	 
	22.2. Duty to Inform Landlord
	 	 	16	 
	22.3. Inspection; Compliance
	 	 	16	 
	 
	 	 	 	 
	23. Medical Waste
	 	 	17	 
	23.1. Disposal of Medical Waste
	 	 	17	 
	23.2. Duty to Inform Landlord
	 	 	17	 
	23.3. Inspection; Compliance
	 	 	17	 
	 
	 	 	 	 
	24. Tenant Improvements
	 	 	17	 
	 
	 	 	 	 
	25. Subordination
	 	 	17	 
	25.1. Effect of Subordination
	 	 	17	 
	25.2. Execution of Documents
	 	 	17	 
	 
	 	 	 	 
	26. Options
	 	 	17	 
	26.1. Definition
	 	 	17	 
	26.2. Options Personal
	 	 	17	 
	26.3. Multiple Options
	 	 	17	 
	26.4. Effect of Default on Options
	 	 	18	 
	26.5. Limitations on Options
	 	 	18	 
	26.6. Notice of Exercise of Option
	 	 	18	 
	 
	 	 	 	 
	27. Landlord Reservations
	 	 	18	 
	 
	 	 	 	 
	28. Changes to Project
	 	 	18	 
	 
	 	 	 	 
	29. Substitution of Other Premises
	 	 	18	 
	 
	 	 	 	 
	30. Holding Over
	 	 	18	 
	 
	 	 	 	 
	31. Landlord’s Access
	 	 	18	 
	31.1. Access
	 	 	18	 
	31.2. Keys
	 	 	19	 
	 
	 	 	 	 
	32. Security Measures
	 	 	19	 
	 
	 	 	 	 
	33. Easements
	 	 	19	 






 


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TABLE OF CONTENTS

(Continued)





	 	 	 	 	 
	 	 	PAGE	 
	 
	 	 	 	 
	34. Transportation Management
	 	 	19	 
	 
	 	 	 	 
	35. Severability
	 	 	19	 
	 
	 	 	 	 
	36. Time of Essence
	 	 	19	 
	 
	 	 	 	 
	37. Definition of Additional Rent
	 	 	19	 
	 
	 	 	 	 
	38. Incorporation of Prior Agreements
	 	 	19	 
	 
	 	 	 	 
	39. Amendments
	 	 	19	 
	 
	 	 	 	 
	40. Notices
	 	 	19	 
	 
	 	 	 	 
	41. Waivers
	 	 	19	 
	 
	 	 	 	 
	42. Covenants
	 	 	19	 
	 
	 	 	 	 
	43. Binding Effect; Choice of Law
	 	 	20	 
	 
	 	 	 	 
	44. Attorneys’ Fees
	 	 	20	 
	 
	 	 	 	 
	45. Auctions
	 	 	20	 
	 
	 	 	 	 
	46. Signs
	 	 	20	 
	 
	 	 	 	 
	47. Merger
	 	 	20	 
	 
	 	 	 	 
	48. Quiet Possession
	 	 	20	 
	 
	 	 	 	 
	49. Authority
	 	 	20	 
	 
	 	 	 	 
	50. Conflict
	 	 	20	 
	 
	 	 	 	 
	51. Multiple Parties
	 	 	20	 
	 
	 	 	 	 
	52. Interpretation
	 	 	20	 
	 
	 	 	 	 
	53. Prohibition Against Recording
	 	 	20	 
	 
	 	 	 	 
	54. Relationship of Parties
	 	 	20	 
	 
	 	 	 	 
	55. Rules and Regulations
	 	 	20	 
	 
	 	 	 	 
	56. Right to Lease
	 	 	20	 
	 
	 	 	 	 
	57. Security Interest
	 	 	20	 
	 
	 	 	 	 
	58. Security for Performance of Tenant’s Obligations
	 	 	21	 
	 
	 	 	 	 
	59. Financial Statements
	 	 	21	 
	 
	 	 	 	 
	60. Attachments
	 	 	21	 
	 
	 	 	 	 
	61. Confidentiality
	 	 	21	 
	 
	 	 	 	 
	62. OFAC Certification
	 	 	21	 
	 
	 	 	 	 
	63. WAIVER OF JURY TRIAL
	 	 	21	 
	 
	 	 	 	 
	ADDENDUM
	 	Add-1	 
	 
	 	 	 	 
	EXHIBIT A
	 	 	A-1	 
	 
	 	 	 	 
	EXHIBIT B
	 	 	B-1	 
	 
	 	 	 	 
	EXHIBIT C
	 	 	C-1	 






 


iii









 





15245 SHADY GROVE ROAD

ROCKVILLE, MARYLAND

STANDARD OFFICE LEASE




1. Basic Lease Provisions.




	 	1.1.	 	Parties: This Lease, dated for reference purposes only December 10, 2009, is
made by and between THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership,
(“Landlord”) and REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).

	 
	 	1.2.	 	Premises: Suite Number 470, as shown on Exhibit “A” attached hereto (the “Premises”).

	 
	 	1.3.	 	Rentable Area of Premises: 3,451 square feet.

	 
	 	1.4.	 	Building Address: 15245 Shady Grove Road, Rockville, Maryland 20850.

	 
	 	1.5.	 	Use: General office use, subject to the requirements and limitations contained in Section 6.

	 
	 	1.6.	 	Term: Three (3) years.

	 
	 	1.7.	 	Commencement Date: February 1, 2010, subject to adjustment in accordance with Section 3 below.

	 
	 	1.8.	 	The Base Rent shall be adjusted annually on each anniversary of the
Commencement Date (unless the Commencement Date is other than the first day of a month,
in which event the Base Rent shall be adjusted annually commencing on the first
anniversary of the first day of the calendar month following the Commencement Date)
during the Term of the Lease as follows






	 	 	 	 	 	 	 	 	 
	Lease Period	 	Annual Base Rent	 	 	Monthly Base Rent	 
	(in full calendar months of the Term)	 	(annualized amount)	 	 	 	 	 
	 
	01 — 12
	 	$	69,020.04	 	 	$	5,751.67	 
	13 — 24
	 	$	95,765.28	 	 	$	7,980.44	 
	25 — 36
	 	$	98,638.20	 	 	$	8,219.85	 







	 	1.9.	 	Base Rent Paid Upon Execution: $5,751.67 for the first month of the Term for which Rent is due.

	 
	 	1.10.	 	Security Deposit: $17,255.01 (See Addendum Paragraph 1)

	 
	 	1.11.	 	Tenant’s Share: 1.89%.

	 
	 	1.12.	 	Base Year: The calendar year 2010.

	 
	 	1.13.	 	Number of Parking Spaces: Reserved: N/A Unreserved: 11.

	 
	 	1.14.	 	Parking Rates Per Space: Reserved: $N/A Unreserved: $0.00

	 
	 	1.15.	 	Real Estate Broker:






	 	 	 	 	 
	 

	 	Landlord:
	 	McShea & Company, Inc.
	 
	 	 	 	 
	 

	 	Tenant:
	 	Kent Commercial, Inc.







	 	1.16.	 	Attachments to Lease: Addendum; Exhibit A — “Premises”, Exhibit B —
“Verification Letter”, Exhibit C — “Rules and Regulations”

	 
	 	1.17.	 	Address for Notices:






	 	 	 	 	 
	 

	 	Landlord:
	 	The Realty Associates Fund V, L.P.
	 

	 	 	 	c/o McShea & Company, Inc.
	 

	 	 	 	100 Lakeforest Boulevard
	 

	 	 	 	Suite 500
	 

	 	 	 	Gaithersburg, Maryland 20877
	 

	 	 	 	Attention: Laurie Craft
	 
	 	 	 	 
	 

	 	With Copy To:
	 	TA Associates Realty
	 

	 	 	 	28 State Street
	 

	 	 	 	Boston, Massachusetts 02109
	 

	 	 	 	Attention: Asset Manager-Maryland
	 
	 	 	 	 
	 

	 	Tenant:
	 	RegeneRx Biopharmaceuticals, Inc.
	 

	 	Prior to
	 	3 Bethesda Metro, Suite 630
	 

	 	Occupancy:
	 	Bethesda, Maryland 20814
	 

	 	 	 	Attention: Neil Lyons
	 
	 	 	 	 
	 

	 	After Occupancy:
	 	RegeneRx Biopharmaceuticals, Inc.
	 

	 	 	 	15245 Shady Grove Road, Suite 470
	 

	 	 	 	Rockville, Maryland 20850
	 

	 	 	 	Attention: Neil Lyons






 


1









 






	 	1.18.	 	Rent Payment Address:



Realty Associates Fund V, LP

c/o McShea Management, Inc.

Box 223342

Pittsburgh, PA 15251-2342

	 
	 	1.19.	 	Agent for Service of Process: The name and address of Tenant’s registered agent for service of process is:







Cooley Godward Kronish LLP

11951 Freedom Drive

Reston, Virginia 20190-5656

Attention: Michelle G. Schulman, Esq.




	 	1.20.	 	Interpretation. The Basic Lease Provisions shall be interpreted in
conjunction with all of the other terms and conditions of this Lease. Other terms and
conditions of this Lease modify and expand on the Basic Lease Provisions. If there is
a conflict between the Basic Lease Provisions and the other terms and conditions of
this Lease, the other terms and conditions shall control.





 


2









 










2. Premises.




2.1. Lease of Premises and Definition of Project. The “Premises” shall mean the area shown
on Exhibit “A” to this Lease. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, upon all of the conditions set forth herein the Premises, together with certain rights to
the Common Areas (as defined in Section 2.3 below) as hereinafter specified. The Premises shall
not include an easement for light, air or view. The building of which the Premises is a part (the
“Building”), the Common Areas, the land upon which the same are located, along with all other
buildings and improvements thereon or thereunder, including all parking facilities, are herein
collectively referred to as the “Project.”



2.2. Calculation of Size of Building and Premises. The number of rentable square feet in the
Premises has been calculated in accordance with the Standard Method for measuring Floor Area in
Office Buildings, ANSI Z65.1-1996, as promulgated by the Building Owners and Managers Association
(“BOMA”) International. Should the rentable square feet in the Premises change in accordance with
BOMA standards after this Lease has been executed by Landlord and Tenant, the Base Rent and any
advance rent shall be adjusted by multiplying the actual number of rentable square feet in the
Premises by the per square foot rental obtained by dividing the Base Rent initially set forth in
Section 1.8 by the number of rentable square feet initially set forth in Section 1.3. If the
number of rentable square feet in the Premises is changed, Tenant’s Share shall be adjusted as
provided in Section 4.2(a).



2.3. Common Areas-Defined. The term “Common Areas” is defined as all areas and facilities
outside the Premises and within the exterior boundary line of the Project that are designated by
Landlord from time to time for the general non-exclusive use of Landlord, Tenant and the other
tenants of the Project and their respective employees, suppliers, customers and invitees,
including, but not limited to, common entrances, lobbies, corridors, stairwells, public restrooms,
elevators, parking areas, loading and unloading areas, roadways and sidewalks. Landlord may also
designate other land and improvements outside the boundaries of the Project to be a part of the
Common Areas, provided that such other land and improvements have a reasonable and functional
relationship to the Project.



3. Term.




3.1. Term and Commencement Date. The Term and Commencement Date of this Lease are as
specified in Sections 1.6 and 1.7. The Commencement Date set forth in Section 1.7 is an estimated
Commencement Date. Subject to the limitations contained in Section 3.3 below, the actual
Commencement Date shall be the date possession of the Premises is tendered to Tenant in accordance
with Section 3.4 below; provided, however, that if the Commencement Date is other than the first
day of a month, then the Term of this Lease shall be computed from the first day of the calendar
month following the Commencement Date. When the actual Commencement Date is established by
Landlord, Tenant shall, within five (5) days after Landlord’s request, complete and execute the
letter attached hereto as Exhibit “B” and deliver it to Landlord. Tenant’s failure to execute the
letter attached hereto as Exhibit “B” within said five (5) day period shall be a material default
hereunder and shall constitute Tenant’s acknowledgement of the truth of the facts contained in the
letter delivered by Landlord to Tenant.



3.2. Delay in Possession. Notwithstanding the estimated Commencement Date specified in
Section 1.7, if for any reason Landlord cannot deliver possession of the Premises to Tenant on said
date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or the obligations of Tenant hereunder; provided, however, in such a case,
Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under this
Lease, except as may be otherwise provided in this Lease, until possession of the Premises is
tendered to Tenant, as defined in Section 3.4. If Landlord shall not have tendered possession of
the Premises to Tenant within sixty (60) days following the estimated Commencement Date specified
in Section 1.7, as the same may be adjusted in accordance with Section 3.3 or in accordance with
the terms of any work letter agreement entered into by Landlord and Tenant, Tenant may, at Tenant’s
option, by notice in writing to Landlord within ten (10) days after the expiration of the sixty
(60) day period, terminate this Lease. If Tenant terminates this Lease as provided in the
preceding sentence, the parties shall be discharged from all obligations hereunder, except that
Landlord shall return any money previously deposited with Landlord by Tenant. If Landlord is
unable to deliver possession of the Premises to Tenant on the Commencement Date due to a “Force
Majeure Event,” the Commencement Date shall be extended by the period of the delay caused by the
Force Majeure Event. A Force Majeure Event shall mean fire, earthquake, weather delays or other
acts of God, strikes, boycotts, war, riot, insurrection, embargoes, shortages of equipment, labor
or materials, delays in issuance of governmental permits or approvals, or any other cause beyond
the reasonable control of Landlord.



3.3. Delays Caused by Tenant. There shall be no abatement of rent, and the sixty (60) day
period specified in Section 3.2 shall be deemed extended, to the extent of any delays caused by
acts or omissions of Tenant, Tenant’s agents, employees and contractors, or for Tenant delays as
defined in the work letter agreement attached to this Lease, if any (hereinafter “Tenant Delays”).
Tenant shall pay to Landlord an amount equal to one thirtieth (1/30th) of the Base Rent due for the
first full calendar month of the Term for each day of Tenant Delay. For purposes of the foregoing
calculation, the Base Rent payable for the first full calendar month of the Term shall not be
reduced by any abated rent, conditionally waived rent, free rent or similar rental concessions, if
any. Landlord and Tenant agree that the foregoing payment constitutes a fair and reasonable
estimate of the damages Landlord will incur as the result of a Tenant Delay. Within thirty (30)
days after Landlord tenders possession of the Premises to Tenant, Landlord shall notify Tenant of
Landlord’s reasonable estimate of the date Landlord could have delivered possession of the Premises
to Tenant but for the Tenant Delays. After delivery of said notice, Tenant shall immediately pay
to Landlord the amount described above for the period of Tenant Delay.



3.4. Tender of Possession. Possession of the Premises shall be deemed tendered to Tenant
when Landlord’s architect or agent has determined that (a) the improvements to be provided by
Landlord pursuant to a work letter agreement, if any, are substantially completed and, if necessary
have been approved by the appropriate governmental entity, and a temporary or permanent certificate
of occupancy has been issued, (b) the Project utilities are ready for use in the Premises, (c)
Tenant has reasonable access to the Premises, and (d) three (3) days shall have expired following
advance written notice to Tenant of the occurrence of the matters described in (a), (b) and (c)
above of this
Section 3.4. If improvements to the Premises are constructed by Landlord, the improvements
shall be deemed “substantially” completed when the improvements have been completed except for
minor items or defects which can be completed or remedied after Tenant occupies the Premises
without causing substantial interference with Tenant’s use of the Premises.



3.5. Early Possession. If Tenant occupies the Premises prior to the Commencement Date, such
occupancy shall be subject to all provisions of this Lease, such occupancy shall not change the
termination date, and Tenant shall pay Base Rent and all other charges provided for in this Lease
during the period of such occupancy. Provided that Tenant does not interfere with or delay the
completion by Landlord or its agents or contractors of the construction of any tenant improvements,
Tenant shall have the right to enter the Premises up to fourteen (14) days prior to the anticipated
Commencement Date for the purpose of installing furniture, trade fixtures, equipment, and similar
items. Tenant shall be liable for any damages or delays caused by Tenant’s activities at the
Premises. Provided that Tenant has not begun operating its business from the Premises, and subject
to all of the terms and conditions of the Lease, the foregoing activity shall not constitute the
delivery of possession of the Premises to Tenant and the Term of the Lease shall not commence as a
result of said activities. Prior to entering the Premises, Tenant shall obtain all insurance it is
required to obtain by the Lease and shall provide certificates of said insurance to Landlord.
Tenant shall coordinate such entry with Landlord’s building manager, and such entry shall be made
in compliance with all terms and conditions of this Lease and the Rules and Regulations attached
hereto.


 


3









 





4. Rent.




4.1. Base Rent. Tenant shall pay to Landlord the Base Rent for the Premises set forth in
Section 1.8, without offset or deduction on the first day of each calendar month during the Term of
this Lease. At the time Tenant executes this Lease it shall pay to Landlord the advance Base Rent
described in Section 1.9. Base Rent for any period during the Term hereof which is for less than
one month shall be prorated based upon the actual number of days of the calendar month involved.
Base Rent and all other amounts payable to Landlord hereunder shall be payable to Landlord in
lawful money of the United States and Tenant shall be responsible for delivering said amounts to
Landlord at the address stated herein or to such other persons or to such other places as Landlord
may designate in writing.



4.2. Operating Expense Increases. Commencing on the first anniversary of the Commencement
Date and continuing thereafter, Tenant shall pay to Landlord during the Term hereof, in addition to
the Base Rent, Tenant’s Share of the amount by which all Operating Expenses for each Comparison
Year (as defined in Section 4.2(b) below) exceeds the amount of all Operating Expenses (as defined
in Section 4.2(c) below) for the Base Year. If less than 95% of the rentable square feet in the
Project is occupied by tenants or Landlord is not supplying services to 95% of the rentable square
feet of the Project at any time during any calendar year (including the Base Year), Operating
Expenses for such calendar year shall be an amount equal to the Operating Expenses which would
normally be expected to be incurred had 95% of the Project’s rentable square feet been occupied and
had Landlord been supplying services to 95% of the Project’s rentable square feet throughout such
calendar year (hereinafter the “Grossed Up Operating Expenses”). Subject to Tenant’s right to
audit as provided in Section 4.2(h) below, Landlord’s good faith estimate of Grossed Up Operating
Expenses shall not be subject to challenge or recalculation by Tenant. Tenant’s Share of Operating
Expense increases shall be determined in accordance with the following provisions:



(a) “Tenant’s Share” is defined as the percentage set forth in Section 1.11, which percentage
has been determined by dividing the number of rentable square feet in the Premises by the total
number of rentable square feet in the Project and multiplying the resulting quotient by one hundred
(100). In the event that the number of rentable square feet in the Project or the Premises
changes, Tenant’s Share shall be adjusted in the year the change occurs, and Tenant’s Share for
such year shall be determined on the basis of the days during such year that each Tenant’s Share
was in effect.



(b) “Comparison Year” is defined as each calendar year during the Term of this Lease after
the Base Year. Tenant’s Share of the Operating Expense increases for the last Comparison Year of
the Term of this Lease shall be prorated according to that portion of such Comparison Year as to
which Tenant is responsible for a share of such increase.



(c) “Operating Expenses” shall include all costs, expenses and fees incurred by Landlord in
connection with or attributable to the Project, including but not limited to, the following items:
(i) all costs, expenses and fees associated with or attributable to the ownership, management,
operation, repair, maintenance, improvement, alteration and replacement of the Project, or any part
thereof, including but not limited to, the following: (A) all surfaces, coverings, decorative
items, carpets, drapes, window coverings, parking areas, loading and unloading areas, trash areas,
roadways, sidewalks, stairways, walls, structural elements, landscaped areas, parking lot striping
and bumpers, irrigation systems, lighting facilities, building exteriors and roofs, fences and
gates; (B) all heating, ventilating and air conditioning equipment (“HVAC”) (including, but not
limited to, the cost of replacing or retrofitting HVAC equipment to comply with laws regulating or
prohibiting the use or release of chlorofluorocarbons or hydrochlorofluorocarbons), plumbing,
mechanical, electrical systems, life safety systems and equipment, telecommunication equipment,
elevators, escalators, tenant directories, fire detection systems including sprinkler system
maintenance and repair; (ii) the cost of trash disposal, janitorial services and security services
and systems; (iii) the cost of all insurance purchased by Landlord and enumerated in Section 8 of
this Lease, including any deductibles; (iv) the cost of water, sewer, gas, electricity, and other
utilities available at the Project and paid by Landlord; (v) the cost of labor, salaries and
applicable fringe benefits incurred by Landlord; (vi) the cost of materials, supplies and tools
used in managing, maintaining and/or cleaning the Project; (vii) the cost of accounting fees,
management fees (not to exceed four percent (4%) of gross annual revenues), legal fees and
consulting fees attributable to the ownership, operation, management, maintenance and repair of the
Project plus the cost of any space occupied by the property manager and leasing agent (if Landlord
is the property manager, Landlord shall be entitled to receive a fair market management fee);
(viii) the cost of operating, replacing, modifying and/or adding improvements or equipment mandated
by any law, statute, regulation or directive of any governmental agency and any repairs or removals
necessitated thereby (including, but not limited to, the cost of complying with the Americans With
Disabilities Act and regulations of the Occupational Safety and Health Administration); (ix)
payments made by Landlord under any easement, license, operating agreement, declaration,
restrictive covenant, or instrument pertaining to the payment or sharing of costs among property
owners; (x) any business property taxes or personal property taxes imposed upon the fixtures,
machinery, equipment, furniture and personal property used in connection with the operation of the
Project; (xi) the cost of all business licenses, including Business Professional and Occupational
License Taxes and Business Improvements Districts Taxes, any gross receipt taxes based on rental
income or other payments received by Landlord, commercial rental taxes or any similar taxes or
fees; (xii) transportation taxes, fees or assessments, including but not limited to, mass
transportation fees, metrorail fees, trip fees, regional and transportation district fees; (xiii)
all costs and expenses associated with or related to the implementation by Landlord of any
transportation demand
management program or similar program; (xiv) fees assessed by any air quality management
district or other governmental or quasi-governmental entity regulating pollution; (xv) the cost of
installing intra-building network cabling (“INC”) and maintaining, repairing, securing and
replacing existing INC but only if such INC is for the use of all of the tenants of the Building;
and (xvi) the cost of any other service provided by Landlord or any cost that is elsewhere stated
in this Lease to be an “Operating Expense”. Real Property Taxes (as defined in Section 10 hereof)
shall be paid in accordance with Section 10 below and shall not be included in Operating Expenses.
Landlord shall have the right but not the obligation, from time to time, to equitably allocate some
or all of the Operating Expenses among different tenants of the Project or among the different
buildings which comprise the Project (the “Cost Pools”). Such Cost Pools may include, but shall
not be limited to, the office space tenants of the Project and the retail space tenants of the
Project.



(d) Notwithstanding anything to the contrary in subsection (c) above, Operating Expenses
shall not include: (i) any expenses paid by any tenant directly to third parties, or as to which
Landlord is otherwise reimbursed by any third party or by insurance proceeds; (ii) costs associated
with leasing space in the Building, including, without limitation, advertising and marketing,
commissions or any amounts paid for or on behalf of Tenant such as space planning, moving costs,
rental and other tenant concessions; (iii) costs of electricity outside normal business hours sold
to tenants of the Building by Landlord or any other special service or benefit to the tenants or
service or benefit in excess of that furnished to Tenant whether or not Landlord receives
reimbursement from such tenants as an additional charge; (iv) any amounts which would otherwise be
included in Operating Expenses paid to any person, firm or corporation related or otherwise
affiliated with Landlord or any general partner, officer or director of Landlord or any of its
general partners, to the extent same exceeds arms-length competitive prices paid in the Washington,
D.C. metropolitan area for the services or goods provided (i.e., that portion of the costs and
expenses for such services that exceed the competitive rate shall not be included in Operating
Expenses); (v) costs of renovating or otherwise improving space for new tenants or in renovating
space vacated by any tenant; (vi) Landlord’s general corporate overhead and general and
administrative expenses except as it relates specifically to the actual management of the Project;
(vii) any depreciation, interest and principal payments due under any security interest encumbering
the Project; (viii) legal expenses incurred in connection with leasing space in the Project or
disputes with tenants, other occupants or prospective tenants, lenders, ground lessors, employees
or agents of Landlord; (ix) costs incurred by Landlord for capital improvements, except for the
cost incurred for such capital improvements made: (a) to conform with laws (which are amended,
become effective, or are interpreted or enforced differently after the date of this Lease;
provided, however, all capital expenditures made in order to conform or comply with ADA shall,
except as otherwise expressly provided in Section 6.2, be included in Operating Expenses); or (b)
for the primary purpose of promoting safety or reducing or controlling increases in Operating
Expenses, such as lighting retrofit and installation of energy management systems; (x) salaries,
wages and benefits of any employee above the


 


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level of senior property manager; or any salary, wages, or other compensation or benefits for off-site employees applicable to the time spent
working at other buildings, other than the Building manager (provided that with respect to each
employee that services the Building and other buildings, a pro rata portion of such employee’s
salary shall be included in Operating Expenses); (xi) ground rent; (xii) costs incurred to correct
violations by Landlord of any law, rule, order or regulation which was in effect as of the
Commencement Date or otherwise applicable to the Project as of such date; (xiii) costs relating to
maintaining Landlord’s existence, either as a corporation, partnership, trust or other entity, such
as trustee’s fees, annual fees, partnership organization or administration expenses, deed
recordation expenses, legal and accounting fees (other than with respect to Building operations);
(xiv) depreciation and amortization of the Building or any equipment, machinery, fixtures or
improvements therein except for amortization of capital improvements specifically permitted in the
Lease; (xv) costs incurred in connection with the sale, selling or change of ownership of the
Building, including brokerage commissions, attorneys’ and accountants’ fees, closing costs, title
insurance premiums, transfer taxes and interest charges; (xvi) fines, penalties or interest for
failure to make any tax payment in a timely fashion; (xvii) increased insurance premium caused
solely by Landlord’s or any other tenant’s hazardous acts (and only to the extent of the increase);
and (xviii) costs of repairs, restoration, replacements or other work occasioned by fire, windstorm
or other casualty to the extent Landlord receives compensation therefore through proceeds of
insurance or condemnation awards.



(e) If the cost incurred in making an improvement or replacing any equipment is not fully
deductible as an expense in the year incurred in accordance with generally accepted accounting
principles, the cost shall be amortized over the useful life of the improvement or equipment, as
reasonably determined by Landlord, together with an interest factor on the unamortized cost of such
item equal to the lesser of (i) ten percent (10%) per annum, or (ii) the maximum rate of interest
permitted by applicable law.



(f) Tenant’s Share of Operating Expense increases shall be payable by Tenant within thirty
(30) days after a reasonably detailed statement of actual expenses is presented to Tenant by
Landlord. At Landlord’s option, however, Landlord may, from time to time, estimate what Tenant’s
Share of Operating Expense increases will be, and the same shall be payable by Tenant monthly
during each Comparison Year of the Term of the Lease, on the same day as the Base Rent is due
hereunder. In the event that Tenant pays Landlord’s estimate of Tenant’s Share of Operating
Expense increases, Landlord shall use its best efforts to deliver to Tenant within one hundred
eighty (180) days after the expiration of each Comparison Year a reasonably detailed statement (the
“Statement”) showing Tenant’s Share of the actual Operating Expense increases incurred during such
year. Landlord’s failure to deliver the Statement to Tenant within said period shall not constitute
Landlord’s waiver of its right to collect said amounts or otherwise prejudice Landlord’s rights
hereunder. If Tenant’s payments under this Section 4.2(f) during said Comparison Year exceed
Tenant’s Share as indicated on the Statement, Tenant shall be entitled to credit the amount of such
overpayment against Tenant’s Share of Operating Expense increases or Base Rent next falling due
until the overpayment has been fully recovered. If Tenant’s payments under this Section 4.2(f)
during said Comparison Year were less than Tenant’s Share as indicated on the Statement, Tenant
shall pay to Landlord the amount of the deficiency within thirty (30) days after delivery by
Landlord to Tenant of the Statement. Landlord and Tenant shall forthwith adjust between them by
cash payment any balance determined to exist with respect to that portion of the last Comparison
Year for which Tenant is responsible for Operating Expense increases, notwithstanding that the Term
of the Lease may have terminated before the end of such Comparison Year; and this provision shall
survive the expiration or earlier termination of the Lease.



(g) The computation of Tenant’s Share of Operating Expense increases is intended to provide a
formula for the sharing of costs by Landlord and Tenant and will not necessarily result in the
reimbursement to Landlord of the exact costs it has incurred.



(h) If Tenant disputes the amount set forth in the Statement, Tenant shall have the right, at
Tenant’s sole expense, not later than one hundred twenty (120) days following receipt of such
Statement, to cause Landlord’s books and records in respect to the calendar year which is the
subject of the Statement to be audited by a certified public accountant mutually acceptable to
Landlord and Tenant. The audit shall take place at the offices of Landlord where its books and
records are located at a mutually convenient time during Landlord’s regular business hours. Before
conducting any audit, Tenant must pay the full amount of Operating Expenses billed. Tenant shall
have no right to conduct an audit or to give Landlord notice that it desires to conduct an audit at
any time Tenant is in default under the Lease. The accountant conducting the audit shall be
compensated on an hourly basis and shall not be compensated based upon a percentage of overcharges
it discovers. No subtenant shall have any right to conduct an audit, and no assignee shall conduct
an audit for any period during which such assignee was not in possession of the Premises. Tenant’s
right to commission an audit with respect to any calendar year shall expire than one hundred twenty
(120) days after Tenant’s receipt of the Statement for such calendar year, and such Statement shall
be final and binding upon Tenant and shall, as between the parties, be conclusively deemed correct,
at the end of such than one hundred twenty (120) day period, unless prior thereto Tenant shall have
given Landlord written notice of its intention to audit
Operating Expenses for the calendar year which is the subject of the Statement. If Tenant
gives Landlord notice of its intention to audit Operating Expenses, it must commence such audit
within sixty (60) days after such notice is delivered to Landlord, and the audit must be completed
within one hundred twenty (120) days after such notice is delivered to Landlord. If Tenant does
not commence and complete the audit within such periods, the Statement which Tenant elected to
audit shall be deemed final and binding upon Tenant and shall, as between the parties, be
conclusively deemed correct. If the parties agree to the results of such audit, Tenant’s Share of
Operating Expenses shall be appropriately adjusted based upon the results of such audit, and the
results of such audit shall be final and binding upon Landlord and Tenant. If the parties do not
agree upon the inclusion or amount of any Operating Expense charged by Landlord, the sole remedy of
Tenant shall be to conduct an audit within the time specified in this Lease and, if still in
disagreement with Landlord, to submit the matter to arbitration within thirty (30) days after
completion of the audit to request an adjustment to any disputed Operating Expense item. In no
event will this Lease be terminable nor shall Landlord be liable for damages based upon any
disagreement regarding an adjustment of Operating Expenses. Tenant agrees that the results of any
Operating Expenses audit shall be kept strictly confidential by Tenant and shall not be disclosed
to any other person or entity. Any audit conducted pursuant to this Section 4.2(h) shall be
conducted at Tenant’s sole cost and expense, unless such audit determines that an error has been
made in Landlord’s determination and calculation of Operating Expenses which results in an
adjustment to the amounts determined and calculated by Landlord in the amount of seven percent (7%)
or more, in which case Landlord shall pay for the commercially reasonable fees and expenses of
Tenant’s accounting firm or third party representative (provided such fees shall not exceed the
total amount of Landlord’s refund to Tenant in connection with any adjustment made pursuant to this
Section 4.2(h)), but if such adjustment is less than seven percent (7%), Tenant shall pay for such
fees and expenses. Tenant shall have a one-time right to audit the Base Year Operating Expenses
provided such right shall expire on the first day of the twenty-fifth (25th) full
calendar month of the Term of this Lease if Tenant has not given Landlord written notice of its
intent to audit such Base Year Operating Expenses prior to such date. In the event Tenant timely
provides notice to Landlord of its intent to audit Base Year Operating Expenses, such audit shall
otherwise be subject to the time periods set forth herein pertaining to Tenant’s audit rights
hereunder.



5. Security Deposit. Tenant shall deliver to Landlord at the time it executes this Lease the
Security Deposit set forth in Section 1.10 as security for Tenant’s faithful performance of
Tenant’s obligations hereunder. If Tenant fails to pay Base Rent or other charges due hereunder,
or otherwise defaults with respect to any provision of this Lease, Landlord may use all or any
portion of said deposit for the payment of any Base Rent or other charge due hereunder, to pay any
other sum to which Landlord may become obligated by reason of Tenant’s default, or to compensate
Landlord for any loss or damage which Landlord may suffer thereby. If Landlord so uses or applies
all or any portion of said deposit, Tenant shall within ten (10) days after written demand therefor
deposit cash with Landlord in an amount sufficient to restore said deposit to its full amount.
Landlord shall not be required to keep said Security Deposit separate from its general accounts.
If Tenant performs all of Tenant’s obligations hereunder, said deposit, or so much thereof as has
not heretofore been applied by Landlord, shall be returned, without payment of interest or other
amount for its use, to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s
interest hereunder) within thirty (30) days following the later of (i) the expiration of the Term
hereof, and (ii) the date Tenant has vacated the Premises. No trust relationship is created herein
between Landlord and Tenant with respect to said Security Deposit. Tenant acknowledges that the
Security Deposit is not an advance payment of any kind or a measure of Landlord’s damages in the
event of Tenant’s default. Tenant hereby waives the provisions of any law which is inconsistent
with this Section 5.


 


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See Addendum Paragraph 1




6. Use.




6.1. Use. The Premises shall be used and occupied only for the purpose set forth in Section
1.5 and for no other purpose. If Section 1.5 gives Tenant the right to use the Premises for
general office use, by way of example and not limitation, general office use shall not include
medical office use or any similar use, laboratory use, classroom use, any use not characterized by
applicable zoning and land use restrictions as general office use, or any use which would require
Landlord or Tenant to obtain a conditional use permit or variance from any federal, state or local
authority, or any use not compatible, in Landlord’s sole judgment, with a first class office
building. Notwithstanding any permitted use inserted in Section 1.5, Tenant shall not use the
Premises for any purpose which would violate the Project’s certificate of occupancy, any
conditional use permit or variance applicable to the Project or violate any covenants, conditions
or other restrictions applicable to the Project. No exclusive use has been granted to Tenant
hereunder.



6.2. Compliance with Law.



(a) Landlord warrants to Tenant that, to the best of Landlord’s knowledge, the Premises, in
the state existing on the date this Lease is executed by Landlord and Tenant, but without regard to
alterations or improvements to be made by the Tenant or the use for which Tenant will occupy the
Premises, does not violate any covenants or restrictions of record, or any applicable building
code, regulation or ordinance in effect on such date. If Tenant occupies the Premises at the time
this Lease is executed, this warranty shall be of no force or effect.



(b) Tenant shall, at Tenant’s sole expense, promptly comply with all applicable laws,
ordinances, rules, regulations, orders, certificates of occupancy, conditional use or other
permits, variances, covenants and restrictions of record, the reasonable recommendations of
Landlord’s engineers or other consultants, and requirements of any fire insurance underwriters,
rating bureaus or government agencies (all of the foregoing being referred to herein as the
“Requirements”), now in effect or which may hereafter come into effect, whether or not they reflect
a change in policy from that now existing, during the Term or any part of the Term hereof, relating
in any manner to the Premises or the occupation and use by Tenant of the Premises. Tenant shall,
at Tenant’s sole expense, comply with all requirements of the Americans With Disabilities Act that
relate to the Premises, and all federal, state and local laws and regulations governing
occupational safety and health. Tenant shall conduct its business and use the Premises in a lawful
manner and shall not use or permit the use of the Premises or the Common Areas in any manner that
will tend to create waste or a nuisance or shall tend to disturb other occupants of the Project.
Tenant shall obtain, at its sole expense, any permit or other governmental authorization required
to operate its business from the Premises. Landlord shall not be liable for the failure of any
other tenant or person to abide by the requirements of this Section or to otherwise comply with
applicable laws and regulations, and Tenant shall not be excused from the performance of its
obligations under this Lease due to such a failure. Landlord warrants to Tenant that, to the best
of Landlord’s knowledge, the Common Areas of the Building and the Project, in the state existing on
the date this Lease is executed by Landlord and Tenant, but without regard to alterations or
improvements to be made by Tenant or the use for which Tenant will occupy the Premises, does not
violate any Requirements in effect on such date. To the extent that Landlord receives any notice
from a governmental entity that the Common Areas of the Building or the Project are in violation of
any Requirement and Landlord is obligated pursuant to a final determination to undertake action in
order to comply with such Requirement, then in such event Landlord agrees to undertake such
remedial action. If such Requirement was
in effect as of the date hereof and such violation existed as of the date hereof, Landlord
shall be responsible for the cost of curing such violation. If such Requirement was not in effect
as of the date hereof or such violation did not exist as of the date hereof, then the cost of
curing such violation shall be included in Operating Expenses. To the extent that any notice
requires action with regard to Tenant’s particular use of the Premises (including, without
limitation, in connection with any alterations, improvements or additions made to the Premises by
or on behalf of Tenant), Tenant shall be obligated to undertake such action at Tenant’s sole cost
and expense. Except as provided hereinabove, Tenant shall be solely responsible, at Tenant’s sole
cost and expense, for complying with all Requirements which relate to the interior of the Premises.



6.3. Condition of Premises. Except as to latent defects and except as otherwise provided in
this Lease, Tenant hereby accepts the Premises and the Project in their condition existing as of
the date this Lease is executed by Landlord and Tenant, subject to all applicable federal, state
and local laws, ordinances, regulations and permits governing the use of the Premises, the
Project’s certificate of occupancy, any applicable conditional use permits or variances, and any
easements, covenants or restrictions affecting the use of the Premises or the Project. Tenant
acknowledges that it has satisfied itself by its own independent investigation that the Premises
and the Project are suitable for its intended use, and that neither Landlord nor Landlord’s agents
has made any representation or warranty as to the present or future suitability of the Premises, or
the Project for the conduct of Tenant’s business.



7. Maintenance, Repairs and Alterations.




7.1. Landlord’s Obligations. Landlord shall keep the Project (excluding the interior of the
Premises and space leased to other occupants of the Project) in good condition and repair. If
plumbing pipes, electrical wiring, HVAC ducts or vents within the Premises are in need of repair,
Tenant shall immediately notify Landlord, and Landlord shall cause the repairs to be completed
within a reasonable time, and Tenant shall immediately pay the entire cost of the repairs to
Landlord. Except as provided in Section 9.3, there shall be no abatement of rent or liability to
Tenant on account of any injury or interference with Tenant’s business with respect to any
improvements, alterations or repairs made by Landlord to the Project or any part thereof. Tenant
expressly waives the benefits of any statute now or hereafter in effect which would otherwise
afford Tenant the right to make repairs at Landlord’s expense or to terminate this Lease because of
Landlord’s failure to keep the Project in good order, condition and repair but only to the extent
the provisions of any such statute conflict with the terms and provisions of this Lease; provided,
however, nothing in this Section 7 shall be deemed to be a waiver of Tenant’s right to a claim of
constructive eviction. Landlord shall use best efforts to respond promptly (given the nature of the
necessary repair) following Tenant’s written notice. In the event Landlord fails to undertake and
diligently pursue any repair to the Premises required by this Section 7.1 within a reasonable
period of time given the nature of the repair, Tenant shall have the right, following thirty (30)
days prior written notice to Landlord and a reasonable opportunity for Landlord to respond, or
without notice in the event of an emergency (which such emergency situations shall include a
situation which has an immediate and material impact on Tenant’s ability to work in the Premises),
to make any such repairs in accordance with Section 7.3 of the Lease. Landlord shall reimburse
Tenant for the reasonable cost of making any such repair pursuant to the immediately preceding
sentence within thirty (30) days following Landlord’s receipt of an invoice therefore. Tenant
shall have no right to set-off any sums incurred by Tenant pursuant to this Section 7.1 nor shall
Tenant be entitled to any abatement of rent except as specifically provided otherwise in this
Lease.



7.2. Tenant’s Obligations.



(a) Subject to the requirements of Section 7.3, Tenant shall be responsible for keeping the
Premises in good condition and repair, at Tenant’s sole expense. By way of example, and not
limitation, Tenant shall be responsible, at Tenant’s sole expense, for repairing and/or replacing,
carpet, marble, tile or other flooring, paint, wall coverings, corridor and interior doors and door
hardware, telephone and computer equipment, interior glass, window treatments, ceiling tiles,
shelving, cabinets, millwork and other tenant improvements and any supplemental and/or dedicated
HVAC equipment for the Premises which serves the Premises exclusively. In addition, Tenant shall be
responsible for the installation, maintenance and repair of all telephone, computer and
related cabling from the telephone terminal room on the floor on which the Premises is located to and
throughout the Premises, and Tenant shall be responsible for any loss, cost, damage, liability and
expense (including attorneys’ fees) arising out of or related to the installation, maintenance,
repair and replacement of such cabling. If Tenant fails to keep the Premises in good condition and
repair, Landlord may, following reasonable notice, but shall not be obligated to, make any
necessary repairs. If Landlord makes such repairs, Landlord shall bill Tenant for the cost of the
repairs as additional rent, and said additional rent shall be payable by Tenant within ten (10)
days.


 


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(b) On the last day of the Term hereof, or on any sooner termination, Tenant shall surrender
the Premises to Landlord in the same condition as received, ordinary wear and tear and casualty
damage excepted, clean and free of debris and Tenant’s personal property. Tenant shall repair any
damage to the Premises occasioned by the installation or removal of Tenant’s trade fixtures,
furnishings and equipment. Tenant shall leave the electrical distribution systems, plumbing
systems, lighting fixtures, HVAC ducts and vents, window treatments, wall coverings, carpets and
other floor coverings, doors and door hardware, millwork, ceilings and other tenant improvements at
the Premises and in good condition, ordinary wear and tear excepted. Notwithstanding any other
provision of this Lease to the contrary, Tenant shall remove, at or prior to the expiration or
termination of this Lease, at its expense, all wiring and cabling installed at the Premises which
shall have been installed by Tenant or which Landlord shall have installed pursuant to this Lease
or at the request of Tenant. Such wiring and cabling shall include but not be limited to (a)
wiring and cabling above the ceiling panels, behind or within walls, and under or within floors,
(b) wiring and cabling for voice, data, security or other purposes, (c) wiring and cabling
installed pursuant to Section 7.3 below, pursuant to any work letter agreement attached to this
Lease, or otherwise, and (d) all related installations, equipment and items whatsoever.



7.3. Alterations and Additions.



(a) Tenant shall not, without Landlord’s prior written consent, which may be given or
withheld in Landlord’s sole discretion, make any alterations, improvements, additions, utility
installations or repairs (hereinafter collectively referred to as “Alteration(s)”) in, on or about
the Premises or the Project. Alterations shall include, but shall not be limited to, the
installation or alteration of security or fire protection systems, communication systems, millwork,
shelving, file retrieval or storage systems, carpeting or other floor covering, window and wall
coverings, electrical distribution systems, lighting fixtures, telephone or computer system wiring,
HVAC and plumbing. At the expiration of the Term, Landlord may require the removal of any
Alterations installed by Tenant and the restoration of the Premises and the Project to their prior
condition, at Tenant’s expense. To the extent Landlord’s consent is required pursuant to this
subsection, then Landlord agrees to notify Tenant concurrently with Landlord’s decision concerning
such Alteration whether Landlord will require Tenant to remove such Alteration at the end of the
Term. If a work letter agreement is entered into by Landlord and Tenant, Tenant
shall not be obligated to remove the tenant improvements constructed in accordance with the
work letter agreement. If, as a result of any Alteration made by Tenant, Landlord is obligated to
comply with the Americans With Disabilities Act or any other law or regulation and such compliance
requires Landlord to make any improvement or Alteration to any portion of the Project, as a
condition to Landlord’s consent, Landlord shall have the right to require Tenant to pay to Landlord
prior to the construction of any Alteration by Tenant, the entire cost of any improvement or
Alteration Landlord is obligated to complete by such law or regulation. Should Landlord permit
Tenant to make its own Alterations, Tenant shall use only such contractor as has been expressly
approved by Landlord, and Landlord may require Tenant to provide to Landlord, at Tenant’s sole cost
and expense, a lien and completion bond in an amount equal to one and one-half times the estimated
cost of such Alterations, to insure Landlord against any liability for mechanic’s and materialmen’s
liens and to insure completion of the work. In addition, Tenant shall pay to Landlord a fee equal
to three percent (3%) of the cost of the Alterations to compensate Landlord for the overhead and
other costs it incurs in reviewing the plans for the Alterations and in monitoring the construction
of the Alterations. Should Tenant make any Alterations without the prior approval of Landlord, or
use a contractor not expressly approved by Landlord, Landlord may, at any time during the Term of
this Lease, require that Tenant remove all or part of the Alterations and return the Premises to
the condition it was in prior to the making of the Alterations. In the event Tenant makes any
Alterations, Tenant agrees to obtain or cause its contractor to obtain, prior to the commencement
of any work, “builders all risk” insurance in an amount approved by Landlord and workers
compensation insurance. Notwithstanding anything to the contrary contained herein, Landlord will
not unreasonably withhold, condition or delay its consent to any non-structural Alterations
provided that Tenant otherwise complies with the provisions of this Section 7.3 and that (i) such
Alterations are not visible from the exterior of the Premises, and (ii) such Alterations do not
affect any of the Building systems or structure. Furthermore, Tenant shall have the right to make
cosmetic, non-structural Alterations (consisting of painting, carpeting, wall papering only)
(hereinafter, “Cosmetic Alterations”) to the Premises without obtaining Landlord’s prior written
consent, provided that Tenant has given Landlord prior written notice of its intention to make such
Alterations and that Tenant otherwise complies with the provisions of this Section 7.3. For
purposes of the Lease, it shall be deemed reasonable for Landlord: (i) to require Tenant to perform
Alterations during non-business hours if such Alterations will create unreasonable noise, noxious
fumes or otherwise interfere with the quiet enjoyment of the other tenants in the Building, and
(ii) to require Tenant to perform Alterations in accordance with a reasonable schedule approved by
the manager of the Building.



(b) Any Alterations in or about the Premises that Tenant shall desire to make shall be
presented to Landlord in written form, with plans and specifications which are sufficiently
detailed to obtain a building permit. If Landlord consents to an Alteration, the consent shall be
deemed conditioned upon Tenant acquiring a building permit from the applicable governmental
agencies, furnishing a copy thereof to Landlord prior to the commencement of the work, and
compliance by Tenant with all conditions of said permit in a prompt and expeditious manner. Tenant
shall provide Landlord with as-built plans and specifications for any Alterations made to the
Premises.



(c) Tenant shall pay, when due, all claims for labor or materials furnished or alleged to
have been furnished to or for Tenant at or for use in the Premises, which claims are or may be
secured by any mechanic’s or materialmen’s lien against the Premises or the Project, or any
interest therein. If Tenant shall, in good faith, contest the validity of any such lien, Tenant
shall furnish to Landlord a surety bond satisfactory to Landlord in an amount equal to not less
than one and one half times the amount of such contested lien or claim indemnifying Landlord
against liability arising out of such lien or claim. Such bond shall be sufficient in form and
amount to free the Project from the effect of such lien. In addition, Landlord may require Tenant
to pay Landlord’s reasonable attorneys’ fees and costs in participating in such action.



(d) Tenant shall give Landlord not less than ten (10) days’ advance written notice prior to
the commencement of any work in the Premises by Tenant, and Landlord shall have the right to post
notices of non-responsibility in or on the Premises or the Project.



(e) All Alterations (whether or not such Alterations constitute trade fixtures of Tenant)
which may be made to the Premises by Tenant shall be paid for by Tenant, at Tenant’s sole expense,
and shall be made and done in a good and workmanlike manner and with new materials and such
Alterations shall be the property of Landlord and remain upon and be surrendered with the Premises
at the expiration of the Term of the Lease. Provided Tenant is not in default, Tenant’s personal
property and equipment, other than that which is affixed to the Premises so that it cannot be
removed without material damage to the Premises or the Project, shall remain the property of Tenant
and may be removed by Tenant subject to the provisions of Section 7.2(b).



7.4. Failure of Tenant to Remove Property. If this Lease is terminated due to the expiration
of its Term or otherwise, and Tenant fails to remove its property as required by Section 7.2(b), in
addition to any other remedies available to Landlord under this Lease, and subject to any other
right or remedy Landlord may have under applicable law, Landlord may remove any property of Tenant
from the Premises and store the same elsewhere at the expense and risk of Tenant.


 


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8. Insurance.




8.1. Insurance-Tenant.



(a) Tenant shall obtain and keep in force during the Term of this Lease a commercial general
liability policy of insurance with coverages reasonably acceptable to Landlord, which by way of
example and not limitation, protects Tenant and Landlord (as an additional insured) against claims
for bodily injury, personal injury and property damage based upon, involving or arising out of the
ownership, use, occupancy or maintenance of the Premises and all areas appurtenant thereto. Such
insurance shall be on an occurrence basis providing single limit coverage in an amount of not less
than Three Million Dollars ($3,000,000) combined single limit with an “Additional Insured-Managers
and Landlords of Premises Endorsement” and contain the “Amendment of the Pollution Exclusion” for
damage caused by heat, smoke or fumes from a hostile fire. The policy shall not contain any
intra-insured exclusions as between insured persons or organizations, but shall include coverage
for liability assumed under this Lease as an “insured contract” for the performance of Tenant’s
indemnity obligations under this Lease.



(b) Tenant shall obtain and keep in force during the Term of this Lease “all risk” extended
coverage property insurance with coverages reasonably acceptable to Landlord. Said insurance shall
be written on a one hundred percent (100%) replacement cost basis on Tenant’s personal property,
all tenant improvements installed at the Premises by Landlord or Tenant, Tenant’s trade fixtures
and other property. By way of example and not limitation, such policies shall provide protection
against any peril included within the classification “fire and extended coverage,” against
vandalism and malicious mischief, theft, sprinkler leakage and flood damage. If this Lease is
terminated as the result of a casualty in accordance with Section 9, the proceeds of said insurance
attributable to the replacement of all tenant improvements at the Premises shall be paid to
Landlord. If insurance proceeds are available to repair the tenant improvements, at Landlord’s
option, all insurance proceeds Tenant is entitled to receive to repair the tenant improvements
shall be paid by the insurance
company directly to Landlord. Landlord shall select the contractor to repair and/or replace
the tenant improvements, and Landlord shall cause the tenant improvements to be repaired and/or
replaced to the extent insurance proceeds are available.



(c) Tenant shall, at all times during the Term hereof, maintain in effect workers’
compensation insurance as required by applicable law (together with employers liability insurance
of not less than $1,000,000) and business interruption and extra expense insurance satisfactory to
Landlord. In addition, Tenant shall maintain in effect during the Term hereof a policy of
automobile liability insurance with bodily injury limits of $500,000 per person, $1,000,000 per
accident, and $100,000 per accident for property damage.



8.2. Insurance-Landlord.



(a) Landlord shall obtain and keep in force a policy of general liability insurance with
coverage against such risks and in such amounts as Landlord deems advisable insuring Landlord
against liability arising out of the ownership, operation and management of the Project.



(b) Landlord shall also obtain and keep in force during the Term of this Lease a policy or
policies of insurance covering loss or damage to the Project in the amount of not less than eighty
percent (80%) of the full replacement cost thereof, as determined by Landlord from time to time.
The terms and conditions of said policies and the perils and risks covered thereby shall be
determined by Landlord, from time to time, in Landlord’s sole discretion. In addition, at
Landlord’s option, Landlord shall obtain and keep in force, during the Term of this Lease, a policy
of rental interruption insurance, with loss payable to Landlord, which insurance shall, at
Landlord’s option, also cover all Operating Expenses. At Landlord’s option, Landlord may obtain
insurance coverages and/or bonds related to the operation of the parking areas. At Landlord’s
option, Landlord may obtain coverage for flood and earthquake damages. In addition, Landlord shall
have the right to obtain such additional insurance as is customarily carried by owners or operators
of other comparable office buildings in the geographical area of the Project. Tenant will not be
named as an additional insured in any insurance policies carried by Landlord and shall have no
right to any proceeds therefrom. The policies purchased by Landlord shall contain such deductibles
as Landlord may determine. In addition to amounts payable by Tenant in accordance with Section
4.2, Tenant shall pay any increase in the property insurance premiums for the Project over what was
payable immediately prior to the increase to the extent the increase is specified by Landlord’s
insurance carrier as being caused by the nature of Tenant’s occupancy or any act or omission of
Tenant.



8.3. Insurance Policies. Tenant shall deliver to Landlord copies of the insurance policies
required under Section 8.1 within fifteen (15) days prior to the Commencement Date of this Lease,
and Landlord shall have the right to approve the terms and conditions of said policies. Tenant’s
insurance policies shall not be cancelable or subject to reduction of coverage or other
modification except after thirty (30) days prior written notice to Landlord with the exception for
non-payment whereby ten (10) business days advance written notice will be provided. Tenant shall,
at least thirty (30) days prior to the expiration of such policies, furnish Landlord with renewals
thereof. If Tenant provides certificates of insurance to evidence the insurance required under
this Lease, all such certificates shall be in form and substance satisfactory to Landlord, shall
affirmatively demonstrate all coverage and requirements set forth in this Lease, shall contain no
disclaimers of coverage, and shall include a firm and unconditional obligation to provide a thirty
(30) day written notice to Landlord prior to cancellation or change in any coverage with the
exception of cancellation fro non-payment of premium whereby ten (10) business days advance written
notice will be provided. Tenant’s insurance policies shall be issued by insurance companies
authorized to do business in the state in which the Project is located, and said companies shall
maintain during the policy term a “General Policyholders’ Rating” of at least “A” and a financial
rating of at least “Class X” (or such other rating as may be required by any lender having a lien
on the Project), as set forth in the most recent edition of “Best Insurance Reports.” All
insurance obtained by Tenant shall be primary to and not contributory with any similar insurance
carried by Landlord, whose insurance shall be considered excess insurance only. Landlord, and at
Landlord’s option, the holder of any mortgage or deed of trust encumbering the Project and any
person or entity managing the Project on behalf of Landlord, shall be named as an additional
insured on all insurance policies Tenant is obligated to obtain by Section 8.1 above. Tenant’s
insurance policies shall not include deductibles in excess of Five Thousand Dollars ($5,000).



8.4. Waiver of Subrogation. Landlord waives any and all rights of recovery against Tenant
for or arising out of damage to, or destruction of, the Project to the extent that Landlord’s
insurance policies then in force insure against such damage or destruction and permit such waiver,
and only to the extent of the insurance proceeds actually received by Landlord for such damage or
destruction. Landlord’s waiver shall not relieve Tenant from liability under Section 21 below
except to the extent Landlord’s insurance company actually satisfies Tenant’s obligations under
Section 21 in accordance with the requirements of Section 21. Tenant waives any and all rights of
recovery against Landlord, Landlord’s employees, agents and contractors for liability or damages if
such liability or damage is covered by Tenant’s insurance policies then in force or the insurance
policies Tenant is required to obtain by Section 8.1 (whether or not the insurance Tenant is
required to obtain by Section 8.1 is then in force and effect), whichever is broader. Tenant’s
waiver shall not be limited by the amount of insurance then carried by Tenant or the deductibles
applicable thereto. Tenant shall cause the insurance policies it obtains in accordance with this
Section 8 to provide that the insurance company waives all right of recovery by subrogation against
Landlord in connection with any liability or damage covered by Tenant’s insurance policies.



8.5. Coverage. Landlord makes no representation to Tenant that the limits or forms of
coverage specified above or approved by Landlord are adequate to insure Tenant’s property or
Tenant’s obligations under this Lease, and the limits of any insurance carried by Tenant shall not
limit Tenant’s obligations or liability under any indemnity provision included in this Lease or
under any other provision of this Lease.


 


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9. Damage or Destruction.




9.1. Effect of Damage or Destruction. If all or part of the Project is damaged by fire,
earthquake, flood, explosion, the elements, riot, the release or existence of Hazardous Substances
(as defined in Section 22 below) or by any other cause whatsoever (hereinafter collectively
referred to as “Damages”), but the Damages are not “Material” (as defined in Section 9.2 below),
Landlord shall repair the Damages to the Project as soon as is reasonably possible, and this Lease
shall remain in full force and effect. If all or part of the Project is destroyed or Materially
Damaged, Landlord shall have the right, in its but reasonable discretion, to repair or to rebuild
the Project or to terminate this Lease. Landlord shall use commercially reasonable efforts within
sixty (60) days but in no event later than ninety (90) days after the discovery of
such Material Damage or destruction notify Tenant in writing of Landlord’s intention to repair
or to rebuild or to terminate this Lease. Tenant shall in no event be entitled to compensation or
damages on account of annoyance or inconvenience in making any repairs, or on account of
construction, or on account of Landlord’s election to terminate this Lease. Notwithstanding the
foregoing, if Landlord shall elect to rebuild or repair the Project after Material Damage or
destruction, but in good faith determines that the Premises cannot be substantially repaired within
two hundred seventy (270) days after the date of the discovery of the Material Damage or
destruction, without payment of overtime or other premiums, and the Damage to the Project will
render the entire Premises unusable during said two hundred seventy (270) day period, Landlord
shall notify Tenant thereof in writing at the time of Landlord’s election to rebuild or repair, and
Tenant shall thereafter have a period of fifteen (15) days within which Tenant may elect to
terminate this Lease, upon thirty (30) days’ advance written notice to Landlord. Tenant’s
termination right described in the preceding sentence shall not apply if the Damage was caused by
the negligent or intentional acts of Tenant or its employees, agents, contractors or invitees.
Failure of Tenant to exercise said election within said fifteen (15) day period shall constitute
Tenant’s agreement to accept delivery of the Premises under this Lease whenever tendered by
Landlord, provided Landlord thereafter pursues reconstruction or restoration diligently to
completion, subject to delays caused by Force Majeure Events. If Landlord is unable to repair the
Damage to the Premises or the Project during such two hundred seventy (270) day period due to Force
Majeure Events, the two hundred seventy (270) day period shall be extended by the period of delay
caused by the Force Majeure Events. Subject to Section 9.3 below, if Landlord or Tenant terminates
this Lease in accordance with this Section 9.1, Tenant shall continue to pay all Base Rent,
Operating Expense increases, Real Property Tax increases and other amounts due hereunder which
arise prior to the date of termination.



9.2. Definition of Material Damage. “Material Damage” to the Project shall occur if, in
Landlord’s reasonable judgment, the uninsured cost of repairing the Damage will exceed Twenty-Five
Thousand Dollars ($25,000). If insurance proceeds, including Landlord’s deductible, are available
to Landlord in an amount which is sufficient to pay the entire cost of repairing all of the Damage
to the Project, the Damage shall be deemed material if the cost of repairing the Damage exceeds One
Hundred Thousand Dollars ($100,000). Damage to the Project shall be deemed Material if (a) the
Project cannot be rebuilt or repaired to substantially the same condition it was in prior to the
Damage due to laws or regulations in effect at the time the repairs will be made, (b) the holder of
any mortgage or deed of trust encumbering the Project requires that insurance proceeds available to
repair the Damage in excess of Twenty-Five Thousand Dollars ($25,000) be applied to the repayment
of the indebtedness secured by the mortgage or the deed of trust, or (c) the Damage occurs during
the last twelve (12) months of the Term of the Lease.



9.3. Abatement of Rent. If Landlord elects to repair Damage to the Project and all or part
of the Premises will be unusable or inaccessible to Tenant in the ordinary conduct of its business
until the Damage is repaired, and the Damage was not caused by the negligence or intentional acts
of Tenant or its employees, agents, contractors or invitees, Tenant’s Base Rent, Tenant’s Share of
Operating Expense increases and Tenant’s Share of Real Property Taxes shall be abated until the
repairs are completed in proportion to the amount of the Premises which is unusable or inaccessible
to Tenant in the ordinary conduct of its business. Notwithstanding the foregoing, there shall be
no abatement of Base Rent, Tenant’s Share of Operating Expense increases and Tenant’s Share of Real
Property Taxes by reason of any portion of the Premises being unusable or inaccessible for a period
equal to five (5) consecutive business days or less.



9.4. Tenant’s Acts. If such Damage or destruction occurs as a result of the negligence or
the intentional acts of Tenant or Tenant’s employees, agents, contractors or invitees, and the
proceeds of insurance which are actually received by Landlord are not sufficient to pay for the
repair of all of the Damage, Tenant shall pay, at Tenant’s sole cost and expense, to Landlord upon
demand, the difference between the cost of repairing the Damage and the insurance proceeds received
by Landlord.



9.5. Tenant’s Property. As more fully set forth in Section 21, except for the willful
misconduct or the gross negligence of Landlord and its agents, employees and contractors, Landlord
shall not be liable to Tenant or its employees, agents, contractors, invitees or customers for loss
or Damage to merchandise, tenant improvements, fixtures, automobiles, furniture, equipment,
computers, files or other property (hereinafter collectively “Tenant’s property”) located at the
Project. Tenant shall repair or replace all of Tenant’s property at Tenant’s sole cost and
expense. Tenant acknowledges that it is Tenant’s sole responsibility to obtain adequate insurance
coverage to compensate Tenant for Damage to Tenant’s property.



9.6. Waiver. Landlord and Tenant hereby waive the provisions of any statutes which relate to
the termination of leases when leased property is damaged or destroyed and agree that such event
shall be governed by the terms of this Lease.



10. Real and Personal Property Taxes.




10.1. Payment of Taxes. Tenant shall pay to Landlord during the Term hereof, in addition to
Base Rent and Tenant’s Share of Operating Expense increases, Tenant’s Share of the amount by which
all “Real Property Taxes” (as defined in Section 10.2 below) for each Comparison Year exceeds the
amount of all Real Property Taxes for the Base Year. Tenant’s Share of Real Property Tax increases
shall be payable by Tenant at the same time, in the same manner and under the same terms and
conditions as Tenant pays Tenant’s Share of Operating Expense increases as provided in Section
4.2(f) of this Lease. Except as expressly provided in Section 10.4 below, if the Real Property
Taxes incurred during any Comparison Year are less that the Real Property Taxes incurred during the
Base Year, Tenant shall not be entitled to receive any credit, offset, reduction or benefit as a
result of said occurrence.



10.2. Definition of “Real Property Tax.” As used herein, the term “Real Property Tax” shall
include any form of real estate tax or assessment, general, special, ordinary or extraordinary,
improvement bond or bonds imposed on the Project or any portion thereof by any authority having the
direct or indirect power to tax, including any city, county, state or federal government, or any
school, agricultural, sanitary, fire, street, drainage or
other improvement district thereof, as against any legal or equitable interest of Landlord in
the Project or in any portion thereof, unless such tax is defined as an Operating Expense by
Section 4.2(c). Real Property Taxes shall not include income, inheritance and gift taxes.



10.3. Personal Property Taxes. Tenant shall pay prior to delinquency all taxes assessed
against and levied upon trade fixtures, furnishings, equipment and all other personal property of
Tenant contained in the Premises or related to Tenant’s use of the Premises. If any of Tenant’s
personal property shall be assessed with Landlord’s real or personal property, Tenant shall pay to
Landlord the taxes attributable to Tenant within ten (10) days after receipt of a written statement
from Landlord setting forth the taxes applicable to Tenant’s property.



10.4. Reassessments. From time to time Landlord may challenge the assessed value of the
Project as determined by applicable taxing authorities and/or Landlord may attempt to cause the
Real Property Taxes to be reduced on other grounds. If Landlord is successful in causing the Real
Property Taxes to be reduced or in obtaining a refund, rebate, credit or similar benefit
(hereinafter collectively referred to as a “reduction”), Landlord shall to the extent practicable,
credit the reduction(s) to Real Property Taxes for the calendar year to which a reduction applies
and recalculate the Real Property Taxes owed by Tenant for
years after the year in which the reduction applies based on the reduced Real Property Taxes (if a reduction applies to Tenant’s Base
Year, the Base Year Real Property Taxes shall be reduced by the amount of the reduction and
Tenant’s Share of Real Property Tax increases shall be recalculated for all Comparison Years
following the year of the reduction based on the lower Base Year amount). All costs incurred by
Landlord in obtaining the Real Property Tax reductions shall be considered an Operating Expense and
Landlord shall determine, in its sole discretion to which years any reductions will be applied. In
addition, all accounting and related costs incurred by Landlord in calculating new Base Years for
tenants and in making all other adjustments shall be an Operating Expense.


 


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11. Utilities.




11.1. Services Provided by Landlord. Subject to all governmental rules, regulations and
guidelines applicable thereto, Landlord shall use its best efforts to provide HVAC to the Premises
for normal office use during the times described in Section 11.4, reasonable amounts of electricity
for normal office lighting and fractional horsepower office machines, water in the Premises or in
the Common Areas for reasonable and normal drinking and lavatory use, replacement light bulbs
and/or fluorescent tubes and ballasts for standard overhead fixtures, and building standard
janitorial services. In addition, Tenant shall be responsible for all electricity costs associated
with Tenant’s use and operation of any dedicated HVAC units and computer rooms.



11.2. Intrabuilding Network Cabling. In addition to the items described in Section 11.1
above, Landlord shall also provide Tenant with access to a reasonable amount of INC. For purposes
of this Section 11.2, a reasonable amount of INC shall not exceed two (2) cable pairs per one
thousand (1,000) usable square feet of space in the Premises. If Tenant requires additional INC
capacity, the cost of providing, maintaining, repairing and replacing such capacity shall be borne
solely by Tenant. Additional INC capacity may only be installed, maintained, repaired and replaced
by a contractor approved by Landlord, in Landlord’s sole discretion. The Building’s minimum point
of entry (“MPOE”) for telephone service, the INC risers and the telephone terminal rooms located on
each floor of the Building may only be accessed with Landlord’s prior consent and by contractors
reasonably approved by Landlord. Tenant shall be responsible for any loss, cost, damage, liability
and expense (including attorneys’ fees) arising out of or related to the installation, maintenance,
repair and replacement of additional INC capacity.



11.3. Occupant Density. Tenant acknowledges that the Building is currently equipped to
accommodate a ratio of not more than one Occupant for each two hundred (200) square feet of
rentable area in the Premises. For purposes of this Section, “Occupants” shall include employees,
visitors, contractors and other people that visit the Premises but shall not include people not
employed by Tenant that deliver or pick up mail or other packages at the Premises, employees of
Landlord or employees of Landlord’s agents or contractors. In the event Tenant exceeds such
density ratio in connection with its use of the Premises, however, Tenant understands and
acknowledges that Tenant, and not Landlord, shall be solely responsible for any discomfort or
inconvenience experienced by Tenant and its Occupants in connection with such use or for any
additional wear and tear on the Premises and the Common Areas, or any additional use of
electricity, water and other utilities, and additional demand by Tenant for other Building services
resulting from exceeding such density ratio. To the extent that Tenant’s use of the Premises
exceeds such density ratio, the cost to (i) supply additional services and utilities to the
Premises, (ii) install additional systems and equipment to the Premises, and (iii) repair wear and
tear to the Premises and the Common Areas occasioned by such usage shall be borne by Tenant solely.
Such increased density ratio shall in no way be construed by Tenant as an implicit increase in the
number of parking spaces allocated to Tenant in Section 1.13 of the Lease.



11.4. Hours of Service. Building services and utilities shall be provided Monday through
Friday from 8:00 a.m. to 5:30 p.m. and Saturdays from 9:00 a.m. to 1:00 p.m. Janitorial services
shall be provided Monday through Friday. HVAC and other Building services shall not be provided at
other times or on nationally recognized holidays. Tenant acknowledges that there will be no air
circulation or temperature control within the Premises when the HVAC is not operating and ,
consequently, during such times the Premises may not be suitable for human occupation or for the
operation of computers and other heat sensitive equipment. Nationally recognized holidays shall
include, but shall not necessarily be limited to, New Year’s Day, Martin Luther King Jr. Day,
Presidents’ Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Landlord shall use its best efforts to provide HVAC to Tenant at times other than those set forth
above subject to (a) the payment by Tenant of Landlord’s standard charge, as reasonably determined
by Landlord from time to time, in Landlord’s sole discretion, for after hours HVAC and (b) Tenant
providing to Landlord at least one (1) business day’s advance written notice of Tenant’s need for
after hours HVAC. As of the date of this Lease, and subject to future reasonable increases, the
standard charge for after hours HVAC is Forty-Five Dollars ($45.00) per hour per half floor and
Ninety Dollars ($90.00) per hour per full floor. Tenant shall pay all after hours HVAC charges to
Landlord within three (3) days after Landlord bills Tenant for said charges.



11.5. Excess Usage by Tenant. Notwithstanding the use set forth in Section 1.5, Tenant shall not use Building utilities or
services in excess of those used by the average office building tenant using its premises for
ordinary office use. Tenant shall not install at the Premises office machines, lighting fixtures
or other equipment which will generate excessive heat, noise or vibration at the Premises or which
will adversely effect the temperature maintained by the HVAC system. If Tenant does use Building
utilities or services in excess of those used by the average office building tenant, Landlord shall
have the right, in addition to any other rights or remedies it may have under this Lease, to (a) at
Tenant’s expense, install separate metering devices at the Premises, and to charge Tenant for its
usage, (b) require Tenant to pay to Landlord all reasonable, actual and documented costs, expenses
and damages incurred by Landlord as a result of such usage, and (c) require Tenant to stop using
excess utilities or services.



11.6. Interruptions. Tenant agrees that Landlord shall not be liable to Tenant for its
failure to furnish gas, electricity, telephone service, water, HVAC or any other utility services
or building services when such failure is occasioned, in whole or in part, by repairs,
replacements, or improvements, by any strike, lockout or other labor trouble, by inability to
secure electricity, gas, water, telephone service or other utility at the Project, by any accident,
casualty or event arising from any cause whatsoever, including the negligence of Landlord, its
employees, agents and contractors, by act, negligence or default of Tenant or any other person or
entity, or by an other cause, and such failures shall never be deemed to constitute an eviction or
disturbance of Tenant’s use and possession of the Premises or relieve Tenant from the obligation of
paying rent or performing any of its obligations under this Lease. Furthermore, Landlord shall not
be liable under any circumstances for loss of property or for injury to, or interference with,
Tenant’s business, including, without limitation, loss of profits, however occurring, through or in
connection with or incidental to a failure to furnish any such services or utilities. Landlord may
comply with voluntary controls or guidelines promulgated by any governmental entity relating to the
use or conservation of energy, water, gas, light or electricity or the reduction of automobile or
other emissions without creating any liability of Landlord to Tenant under this Lease.
Notwithstanding anything contained herein to the contrary, if any interruption of utilities or
services shall continue for more than five (5) consecutive business days and is caused by
Landlord’s gross negligence or willful misconduct, and shall render all or any portion of the
Premises unusable for the normal conduct of Tenant’s business, and if Tenant does not in fact use
or occupy such portion of the Premises, then all Base Rent and additional rent payable hereunder
with respect to such portion of the Premises which Tenant does not occupy shall be abated from and
after such fifth (5th) consecutive business day until full use of such portion of the
Premises is restored to Tenant.



12. Assignment and Subletting.




12.1. Landlord’s Consent Required. Tenant shall not voluntarily or by operation of law
assign, transfer, hypothecate, mortgage, sublet, or otherwise transfer or encumber all or any part
of Tenant’s interest in this Lease or in the Premises (hereinafter collectively a “Transfer”),
without Landlord’s prior written consent, which shall not be unreasonably withheld, conditioned or
delayed. Landlord shall respond to Tenant’s written request for consent hereunder within thirty
(30) days after Landlord’s receipt of the written request from Tenant. Any attempted Transfer
without such consent shall be void and shall constitute a material default and breach of this
Lease. Tenant’s written request for Landlord’s consent shall include, and Landlord’s thirty (30) day
response period referred to above shall not commence, unless and until Landlord has received
from Tenant, all of the following information: (a) financial statements for the proposed assignee
or subtenant for the past two (2) years prepared in accordance with generally accepted accounting
principles, (b) federal tax returns for the proposed  assignee or subtenant for the past


 


10









 





two (2) years, (c) a D&B credit
report or similar report on the proposed assignee or subtenant, (d) a
detailed description of the business the assignee or subtenant intends to operate at the Premises,
(e) the proposed effective date of the assignment or sublease, (f) a copy of the proposed sublease
or assignment agreement which includes all of the terms and conditions of the proposed assignment
or sublease, (g) a detailed description of any ownership or commercial relationship between Tenant
and the proposed assignee or subtenant, if any, and (h) a detailed description of any Alterations
the proposed assignee or subtenant desires to make to the Premises. If the obligations of the
proposed assignee or subtenant will be guaranteed by any person or entity, Tenant’s written request
shall not be considered complete until the information described in (a), (b) and (c) of the
previous sentence has been provided with respect to each proposed guarantor. “Transfer” shall also
include the transfer (a) if Tenant is a corporation, and Tenant’s stock is not publicly traded over
a recognized securities exchange, of more than forty-nine percent (49%) of the voting stock of such
corporation during the Term of this Lease (whether or not in one or more transfers) or the
dissolution, merger or liquidation of the corporation, or (b) if Tenant is a partnership or other
entity, of more than forty-nine percent (49%) of the profit and loss participation in such
partnership or entity during the Term of this Lease (whether or not in one or more transfers) or
the dissolution, merger or liquidation of the partnership or entity. If Tenant is a limited or
general partnership (or is comprised of two or more persons, individually or as co-partners),
Tenant shall not be entitled to change or convert to (i) a limited liability company, (ii) a
limited liability partnership or (iii) any other entity which possesses the characteristics of
limited liability without the prior written consent of Landlord, which consent may be given or
withheld in Landlord’s sole discretion. Absent fraud on the part of Landlord, Tenant’s sole remedy
in the event that Landlord shall wrongfully withhold consent to or disapprove any assignment or
sublease shall be to obtain an order by a court of competent jurisdiction that Landlord grant such
consent; in no event shall Landlord be liable for damages with respect to its granting or
withholding consent to any proposed assignment or sublease. If Landlord shall exercise any option
to recapture the Premises, or shall deny a request for consent to a proposed assignment or
sublease, Tenant shall indemnify, defend and hold Landlord harmless from and against any and all
losses, liabilities, damages, costs and claims that may be made against Landlord by the proposed
assignee or subtenant, or by any brokers or other persons claiming a commission or similar
compensation in connection with the proposed assignment or sublease.



12.2. Leveraged Buy-Out. Other than in connection with a Permitted Transfer, as defined in
Section 12.8 hereinbelow, the involvement by Tenant or its assets in any transaction, or series of
transactions (by way of merger, sale, acquisition, financing, refinancing, transfer, leveraged
buy-out or otherwise) whether or not a formal assignment or hypothecation of this Lease or Tenant’s
assets occurs, shall be considered to be an assignment of this Lease by Tenant to which Landlord
may reasonably withhold its consent unless after such transaction or series of transactions the
surviving entity will have a net worth at least equal to the net worth of the Tenant immediately
preceding the date of this Lease.



12.3. Standard For Approval. Landlord shall not unreasonably withhold, condition or delay
its consent to a Transfer provided that Tenant has complied with each and every requirement, term
and condition of this Section 12. Tenant acknowledges and agrees that each requirement, term and
condition in this Section 12 is a reasonable requirement, term or condition. It shall be deemed
reasonable for Landlord to withhold its consent to a Transfer if any requirement, term or condition
of this Section 12 is not complied with or: (a) the Transfer would cause
Landlord to be in violation of its obligations under another lease or agreement to which
Landlord is a party; (b) in Landlord’s reasonable judgment, a proposed assignee has a smaller net
worth than Tenant had on the date this Lease was entered into with Tenant or is less able
financially to pay the rents due under this Lease as and when they are due and payable; (c) a
proposed assignee’s or subtenant’s business will impose a burden on the Project’s parking
facilities, elevators, Common Areas or utilities that is significantly greater than the burden
imposed by Tenant, in Landlord’s reasonable judgment; (d) the terms of a proposed assignment or
subletting will allow the proposed assignee or subtenant to exercise a right of renewal, right of
expansion, right of first offer, right of first refusal or similar right held by Tenant; (e) a
proposed assignee or subtenant refuses to enter into a written assignment agreement or sublease,
reasonably satisfactory to Landlord, which provides that it will abide by and assume all of the
terms and conditions of this Lease for the term of any assignment or sublease and containing such
other terms and conditions as Landlord reasonably deems necessary; (f) the use of the Premises by
the proposed assignee or subtenant will not be for the use permitted by this Lease; (g) any
guarantor of this Lease refuses to consent to the Transfer or to execute a written agreement
reaffirming the guaranty; (h) Tenant is in default as defined in Section 13.1 at the time of the
request; (i) if requested by Landlord, the assignee or subtenant refuses to sign a non-disturbance
and attornment agreement in favor of Landlord’s lender; (j) Landlord has sued or been sued by the
proposed assignee or subtenant or has otherwise been involved in a legal dispute with the proposed
assignee or subtenant; (k) the assignee or subtenant is involved in a business which is not in
keeping with the then current standards of the Project; (l) the proposed assignee or subtenant is
an existing tenant of the Project or otherwise occupies or utilizes any portion of space in the
Project for the conduct of its business, or is a person or entity then negotiating with Landlord
for the lease of space in the Project, or is a successor, assignee, or purchaser of any tenant of
the Project or otherwise arising from a tenant’s bankruptcy proceedings; (m) the assignment or
sublease will result in there being more than one subtenant of the Premises (e.g., the assignee or
subtenant intends to use the Premises as an executive suite); (n) the assignee or subtenant is a
governmental or quasi-governmental entity or an agency, department or instrumentality of a
governmental or quasi-governmental agency; or (o) Landlord is marketing comparable space in the
Project at the time of Tenant’s request and Tenant has advertised or marketed the Premises at a
base rent less than the prevailing rental rate in the Building at the time of Tenant’s request to
such Transfer.



12.4. Additional Terms and Conditions. The following terms and conditions shall be
applicable to any Transfer:



(a) Regardless of Landlord’s consent, no Transfer shall release Tenant from Tenant’s
obligations hereunder or alter the primary liability of Tenant to pay the rent and other sums due
Landlord hereunder and to perform all other obligations to be performed by Tenant hereunder or
release any guarantor from its obligations under its guaranty.



(b) Landlord may accept rent from any person other than Tenant pending approval or
disapproval of an assignment or subletting.



(c) Neither a delay in the approval or disapproval of a Transfer, nor the acceptance of rent,
shall constitute a waiver or estoppel of Landlord’s right to exercise its rights and remedies for
the breach of any of the terms or conditions of this Section 12.



(d) The consent by Landlord to any Transfer shall not constitute a consent to any subsequent
Transfer by Tenant or to any subsequent or successive Transfer by an assignee or subtenant.
However, Landlord may consent to subsequent Transfers or any amendments or modifications thereto
without notifying Tenant or anyone else liable on the Lease and without obtaining their consent,
and such action shall not relieve such persons from liability under this Lease. Landlord agrees to
use reasonable efforts to provide notice of any subsequent Transfer to Tenant at the address for
Tenant set forth in this Lease or such other address for Tenant which has been provided to Landlord
in writing in accordance with this Lease, provided, no failure on the part of the Landlord to
furnish Tenant with any such notice shall (i) affect the validity of consent by Landlord to a
subsequent Transfer pursuant to the terms and conditions of the Lease, or (ii) be considered a
default by Landlord of any of the terms and conditions contained in this Lease.



(e) In the event of any default under this Lease, Landlord may proceed directly against
Tenant, any guarantors or anyone else responsible for the performance of this Lease, including any
subtenant or assignee, without first exhausting Landlord’s remedies against any other person or
entity responsible therefor to Landlord, or any security held by Landlord.


 


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(f) Landlord’s written consent to any Transfer by Tenant shall not constitute an
acknowledgment that no default then exists under this Lease nor shall such consent be deemed a
waiver of any then existing default.



(g) The discovery of the fact that any financial statement relied upon by Landlord in giving
its consent to an assignment or subletting was materially false shall, at Landlord’s election,
render Landlord’s consent null and void.



(h) Landlord shall not be liable under this Lease or under any sublease to any subtenant.



(i) No assignment or sublease may be modified or amended without Landlord’s prior written
consent.



(j) Any assignee of, or subtenant under, this Lease shall, by reason of accepting such
assignment or entering into such sublease, be deemed, for the benefit of Landlord, to have assumed
and agreed to conform and comply with each and every term, covenant, condition and obligation
herein to be observed or performed by Tenant during the term of said assignment or sublease, other
than such obligations as are contrary or inconsistent with provisions of an assignment or sublease
to which Landlord has specifically consented in writing.



12.5. Additional Terms and Conditions Applicable to Subletting. The following terms and
conditions shall apply to any subletting by Tenant of all or any part of the Premises and shall be
deemed included in all subleases under this Lease whether or not expressly incorporated therein:



(a) Tenant hereby absolutely and unconditionally assigns and transfers to Landlord all of
Tenant’s interest in all rentals and income arising from any sublease entered into by Tenant, and
Landlord may collect such rent and income and apply same toward Tenant’s obligations under this
Lease; provided, however, that until a default shall occur in the performance of Tenant’s
obligations under this Lease that remains uncured beyond any applicable notice and cure period,
Tenant may receive, collect and enjoy the rents accruing under such sublease. Landlord shall not,
by reason of this or any other assignment of such rents to Landlord nor by reason of the collection
of the rents from a subtenant, be deemed to have assumed or recognized any sublease or to be liable
to the subtenant for any failure of Tenant to perform and comply with any of Tenant’s obligations
to such subtenant under such sublease, including, but not limited to, Tenant’s obligation to return
any Security Deposit. Tenant hereby irrevocably authorizes and directs any such subtenant, upon
receipt
of a written notice from Landlord stating that a default exists in the performance of Tenant’s
obligations under this Lease, to pay to Landlord the rents due as they become due under the
sublease. Tenant agrees that such subtenant shall have the right to rely upon any such statement
and request from Landlord, and that such subtenant shall pay such rents to Landlord without any
obligation or right to inquire as to whether such default exists and notwithstanding any notice
from or claim from Tenant to the contrary.



(b) In the event Tenant shall default in the performance of its obligations under this Lease,
Landlord at its option and without any obligation to do so, may require any subtenant to attorn to
Landlord, in which event Landlord shall undertake the obligations of Tenant under such sublease
from the time of the exercise of said option to the termination of such sublease; provided,
however, Landlord shall not be liable for any prepaid rents or Security Deposit paid by such
subtenant to Tenant or for any other prior defaults of Tenant under such sublease.



12.6. Transfer Premium from Assignment or Subletting. Landlord shall be entitled to receive
from Tenant (as and when received by Tenant) as an item of additional rent the following amounts
(hereinafter the “Transfer Premium”): (a) if a sublease is for less than fifty percent (50%) of the
usable square feet in the Premises, one-half of all amounts received by Tenant from the subtenant
in excess of the amounts payable by Tenant to Landlord hereunder or (b) if a sublease is for fifty
percent (50%) or more of the usable square feet in the Premises or Tenant assigns the Lease, all
amounts received by Tenant from the subtenant or assignee in excess of the amounts payable by
Tenant to Landlord hereunder. The Transfer Premium shall be reduced by the reasonable brokerage
commissions, tenant improvement costs, market rental concessions, advertising and marketing fees
and legal fees actually paid or incurred by Tenant in order to assign the Lease or to sublet a
portion of the Premises. “Transfer Premium” shall mean all Base Rent, additional rent or other
consideration of any type whatsoever payable by the assignee or subtenant in excess of the Base
Rent and additional rent payable by Tenant under this Lease. If less than all of the Premises is
transferred, the Base Rent and the additional rent shall be determined on a per rentable square
foot basis. Transfer Premium shall also include, but not be limited to, key money and bonus money
paid by the assignee or subtenant to Tenant in connection with such Transfer, and any payment in
excess of fair market value for services rendered by Tenant to the assignee or subtenant or for
assets, fixtures, inventory, equipment, or furniture transferred by Tenant to the assignee or
subtenant in connection with such Transfer. For purposes of calculating the Transfer Premium,
expenses will be amortized over the life of the sublease.



12.7. Landlord’s Option to Recapture Space. Notwithstanding anything to the contrary
contained in this Section 12, Landlord shall have the option, by giving written notice to Tenant
within thirty (30) days after receipt of any request by Tenant (i) to assign this Lease, or (ii) to
sublease space in the Premises if the term of such sublease expires during the last twelve (12)
months of the Term of the Lease, to terminate this Lease with respect to said space as of the date
thirty (30) days after Landlord’s election. In the event of a recapture by Landlord, if this Lease
shall be canceled with respect to less than the entire Premises, the Base Rent, Tenant’s Share of
Operating Expense increases, Tenant’s Share of Real Property Tax increases and the number of
parking spaces Tenant may use shall be adjusted on the basis of the number of rentable square feet
retained by Tenant in proportion to the number of rentable square feet contained in the original
Premises, and this Lease as so amended shall continue thereafter in full force and effect, and upon
request of either party, the parties shall execute written confirmation of same. If Landlord
recaptures only a portion of the Premises, it shall construct and erect at its sole cost such
partitions as may be required to sever the space to be retained by Tenant from the space recaptured
by Landlord. Landlord may, at its option, lease any recaptured portion of the Premises to the
proposed subtenant or assignee or to any other person or entity without liability to Tenant.
Tenant shall not be entitled to any portion of the profit, if any, Landlord may realize on account
of such termination and reletting. Tenant acknowledges that the purpose of this Section 12.7 is to
enable Landlord to receive profit in the form of higher rent or other consideration to be received
from an assignee or sublessee, to give Landlord the ability to meet additional space requirements
of other tenants of the Project and to permit Landlord to control the leasing of space in the
Project. Tenant acknowledges and agrees that the requirements of this Section 12.7 are
commercially reasonable and are consistent with the intentions of Landlord and Tenant.



12.8. Permitted Transfers. Notwithstanding anything to the contrary contained in this
Section 12 of the Lease, provided Tenant is not in default after expiration of all applicable
notice and cure periods, Tenant shall have the right, without Landlord’s consent, upon thirty (30)
days advance written notice to Landlord, to assign the Lease or sublet the whole or any part of the
Premises (a) to any entity or entities which are owned by Tenant, or which owns Tenant, (b) in
connection with the sale or transfer of substantially all of the assets of the Tenant or the sale
or transfer of substantially all of the outstanding ownership interests in Tenant, or (c) in
connection with a merger, consolidation or other corporate reorganization of Tenant (each of the
transactions referenced in the above subparagraphs (a), (b), and (c) are hereinafter referred to as
a “Permitted Transfer,” and each surviving entity shall hereinafter be referred to as a “Permitted
Transferee”); provided, that such assignment or sublease is subject to the following conditions:




	 	(i)	 	Tenant shall remain fully liable under the terms of the Lease;







	 	(ii)	 	such Permitted Transfer shall be subject to all of the terms, covenants and conditions of
the Lease;





 


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	 	(iii)	 	such Permitted Transferee has a net worth at least equal to the net worth of Tenant as
of the date of this Lease, and







	 	(iv)	 	such Permitted Transferee shall expressly assume the obligations of Tenant under the
Lease by a document reasonably satisfactory to Landlord.






12.9. Landlord’s Expenses. In the event Tenant shall assign this Lease or sublet the
Premises or request the consent of Landlord to any Transfer, then Tenant shall pay Landlord’s
reasonable costs and expenses (not to exceed $2,000.00 per Transfer or attempt to Transfer)
incurred in connection therewith, including, but not limited to, attorneys’, architects’,
accountants’, engineers’ or other consultants’ fees.



13. Default; Remedies.




13.1. Default by Tenant. Landlord and Tenant hereby agree that the occurrence of any one or
more of the following events is a material default by Tenant under this Lease and that said default
shall give Landlord the rights described in Section 13.2. Landlord or Landlord’s authorized agent
shall have the right to execute and deliver any notice of default, notice to pay rent or quit or
any other notice Landlord gives Tenant.



(a) Tenant’s failure to make any payment of Base Rent, Tenant’s Share of Operating Expense
increases, Tenant’s Share of Real Property Tax increases, parking charges, charges for after hours
HVAC, late charges, or any other payment required to be made by Tenant hereunder, as and when due,
where such failure shall continue for a period of five (5) days after written notice thereof from
Landlord to Tenant. In the event that Landlord serves Tenant with a notice to pay rent or quit
pursuant to applicable unlawful detainer statutes, such notice shall also constitute the notice
required by this Section 13.1(a).



(b) The abandonment of the Premises by Tenant in which event Landlord shall not be obligated
to give any notice of default to Tenant.



(c) The failure of Tenant to comply with any of its obligations under Sections 6.1, 6.2(b),
7.2, 7.3, 8, 12, 18, 20, 22, 23, 25, 33, 34, and 55 and 59 where Tenant fails to comply with its
obligations or fails to cure any earlier breach of such obligation within ten (10) days following
written notice from Landlord to Tenant. In the event Landlord serves Tenant with a notice to quit
or any other notice pursuant to applicable unlawful detainer statutes, said notice shall also
constitute the notice required by this Section 13.1(c).



(d) The failure by Tenant to observe or perform any of the covenants, conditions or
provisions of this Lease to be observed or performed by Tenant (other than those referenced in
Sections 13.1(a), (b) and (c), above), where such failure shall continue for a period of ten (10)
business days after written notice thereof from Landlord to Tenant; provided, however, that if the
nature of Tenant’s non-performance is such that more than ten (10) business days are reasonably
required for its cure, then Tenant shall not be deemed to be in default if Tenant commences such
cure within said ten (10) business day period and thereafter diligently pursues such cure to
completion. In the event that Landlord serves Tenant with a notice to quit pursuant to applicable
unlawful detainer statutes, said notice shall also constitute the notice required by this Section
13.1(d).



(e) (i) The making by Tenant or any guarantor of Tenant’s obligations hereunder of any
general arrangement or general assignment for the benefit of creditors; (ii) Tenant or any
guarantor becoming a “debtor” as defined in 11 U.S.C. 101 or any successor statute thereto (unless,
in the case of a petition filed against Tenant or guarantor, the same is dismissed within sixty
(60) days); (iii) the appointment of a trustee or receiver to take possession of substantially all
of Tenant’s assets located at the Premises or of Tenant’s interest in this Lease, where possession
is not restored to Tenant within thirty (30) days; (iv) the attachment, execution or other judicial
seizure of substantially all of Tenant’s assets located at the Premises or of Tenant’s interest in
this Lease, where such seizure is not discharged within thirty (30) days; or (v) the insolvency of
Tenant. In the event that any provision of this Section 13.1(e) is contrary to any applicable law,
such provision shall be of no force or effect.



(f) The discovery by Landlord that any financial statement, representation or warranty given
to Landlord by Tenant, or by any guarantor of Tenant’s obligations hereunder was materially false
at the time given. Tenant acknowledges that Landlord has entered into this Lease in material
reliance on such information.



(g) If Tenant is a corporation, a partnership, or a limited liability company, the
dissolution or liquidation of Tenant.



(h) If Tenant’s obligations under this Lease are guaranteed; (i) the death of a guarantor,
(ii) the termination of a guarantor’s liability with respect to this Lease other than in accordance
with the terms of such guaranty, (iii) a guarantor becoming insolvent or the subject of a
bankruptcy filing, (iv)a guarantor’s refusal to honor the guaranty, or (v) a guarantor’s breach of
its guaranty obligation on an anticipatory breach basis.



13.2. Remedies.



(a) In the event of any material default or breach of this Lease by Tenant beyond any
applicable notice and cure period, Landlord may, at any time thereafter, with or without notice or
demand, and without limiting Landlord in the exercise of any right or remedy which Landlord may
have by reason of such default:



(i) Terminate Tenant’s right to possession of the Premises. Upon any such termination,
Tenant shall immediately surrender possession of the Premises to Landlord. Landlord reserves all
rights and remedies available to it pursuant to the terms and conditions of this Lease as well as
under applicable law. Tenant hereby grants Landlord the full and free right to enter the Premises.
Tenant releases Landlord of any liability for any damage resulting therefrom and waives any right
to claim damage for such re-entry. Tenant also agrees that Landlord’s right to re-lease or any
other right given to Landlord as a consequence of Tenant’s default hereunder or by operation of law
is not relinquished. On termination of Tenant’s right of possession, Landlord shall be entitled to
recover from Tenant: (i) the unpaid rent which had been earned at the time of the termination; (ii)
the amount by which the unpaid rent which would have been earned after termination until the time
of the award exceeds the amount of any rental, if any, received for the Premises during such time
period; (iii) the amount by which the unpaid rent for the balance of the Term of the Lease after
the time of award exceeds the amount of any rent to be received (net of re-letting expenses as
described below) from any replacement tenant occupying the Premises at the time of the award, or,
if the Premises are not occupied at the time of the award by a rent-paying replacement tenant, the
full amount of the rent to be earned hereunder for the balance of the Term of the Lease discounted
to net present value assuming a discount rate of one percent (1%) above the discount rate of the
Federal Reserve Bank of Richmond in effect at the time of the award; and provided further, however,
that Landlord shall repay to Tenant the excess of the foregoing amount over any rent received for
the Premises during the balance of the Term of the Lease (net of reletting expenses as described
below) similarly discounted; and (iv) at the time of the award any other amount reasonably
necessary to compensate Landlord for all the damage proximately caused by Tenant’s failure to
perform its obligations under this Lease or which in the ordinary course of events would likely
result therefrom, including but not limited to, all reasonable, actual and documented costs and
expenses attributable to recovering possession of the Premises, re-letting expenses (including the
costs and expenses of any necessary repairs, renovations and alterations to the Premises),
reasonable, actual and documented costs of carrying the Premises (including but not limited to,
Landlord’s payment of real property taxes and insurance premiums), reasonable and actual legal fees
and associated costs and expenses, the unamortized portion of all brokerage commissions paid in
connection with this Lease and all costs of tenant improvements (amortized without interest on a
straight line basis over the initial Term of the Lease), and reimbursement of any deferred rent or
other Lease execution inducement.


 


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(ii) maintain Tenant’s right of possession in which event Landlord shall have the remedy
which permits Landlord to continue this Lease in effect after Tenant’s breach and abandonment and
recover rent as it becomes due. Acts of maintenance or preservation, efforts to relet the Premises,
or removal or storage of Tenant’s personal property, shall not constitute a termination of Tenant’s
right to possession or act as an acceptance of any surrender of the Premises. Landlord shall not
be required to relet any or all of the Premises prior to leasing other vacant space at the Project,
nor shall Landlord be required to accept a tenant: (i) that does not otherwise meet Landlord’s
financial and other criteria to the extent reasonable, nor (ii) a tenant who intends to make a use
other than the use permitted by the Lease.



(iii) collect sublease rents (or appoint a receiver to collect such rent) and otherwise
perform Tenant’s obligations at the Premises, it being agreed, however, that the appointment of a
receiver for Tenant shall not constitute an election by Landlord to terminate this Lease.



(iv) pursue any other remedy now or hereafter available to Landlord under the laws or
judicial decisions of the state in which the Premises are located.



(b) No remedy or election hereunder shall be deemed exclusive, but shall, wherever possible,
be cumulative with all other remedies at law or in equity. The expiration or termination of this
Lease and/or the termination of Tenant’s right to possession of the Premises shall not relieve
Tenant of liability under any indemnity provisions of this Lease as to matters occurring or
accruing during the Term hereof or by reason of Tenant’s occupancy of the Premises.



(c) If Tenant abandons the Premises, Landlord may re-enter the Premises and such re-entry
shall not be deemed to constitute Landlord’s election to accept a surrender of the Premises or to
otherwise relieve Tenant from liability for its breach of this Lease. No surrender of the Premises
shall be effective against Landlord unless Landlord has entered into a written agreement with
Tenant in which Landlord expressly agrees to (i) accept a surrender of the Premises and (ii)
relieve Tenant of liability under the Lease. The delivery by Tenant to Landlord of possession of
the Premises shall not constitute the termination of the Lease or the surrender of the Premises.



13.3. Default by Landlord. Landlord shall not be in default under this Lease unless Landlord
fails to perform obligations required of Landlord within thirty (30) days after written notice by
Tenant to Landlord and to the holder of any mortgage or deed of trust encumbering the Project whose
name and address shall have theretofore been furnished to Tenant in writing, specifying wherein
Landlord has failed to perform such obligation; provided, however, that if the nature of Landlord’s
obligation is such that more than thirty (30) days are required for its cure, then Landlord shall
not be in default if Landlord commences performance within such thirty (30) day period and
thereafter diligently pursues the same to completion. In no event shall Tenant have the right to
terminate this Lease as a result of Landlord’s default, and Tenant’s remedies shall be limited to
damages and/or an injunction. This Lease and the obligations of Tenant hereunder shall not be
affected or impaired because Landlord is unable to fulfill any of its obligations hereunder or is
delayed in doing so, if such inability or delay is caused by reason of a Force Majeure Event, and
the time for Landlord’s performance shall be extended for the period of any such delay. Any claim,
demand, right or defense by Tenant that arises out of this Lease or the negotiations which preceded
this Lease shall be barred unless Tenant commences an action thereon, or interposes a defense by
reason thereof, within six (6) months after the date of the inaction, omission, event or action
that gave rise to such claim, demand, right or defense.



13.4. Late Charges. Tenant hereby acknowledges that late payment by Tenant to Landlord of
Base Rent, Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Tax
increases, parking charges, after hours HVAC charges, or other sums due hereunder will cause
Landlord to incur costs not contemplated by this Lease, the exact amount of which will be extremely
difficult to ascertain. Such costs include, but are not limited to, processing and accounting
charges and late charges which may be imposed on Landlord by the terms of any mortgage or trust
deed encumbering the Project. Accordingly, if any installment of Base Rent, Tenant’s Share of
Operating Expense increases, Tenant’s Share of Real Property Tax increases, parking charges, after
hours HVAC charges or any other sum due from Tenant shall not be received by Landlord within five
(5) days of when such amount shall be due, then, without any requirement for notice or demand to
Tenant, Tenant shall immediately pay to Landlord a late charge equal to six percent (6%) of such
overdue amount. The parties hereby agree that such late charge represents a fair and reasonable
estimate of the costs Landlord will incur by reason of late payment by Tenant. Acceptance of such
late charge by Landlord shall in no event constitute a waiver of Tenant’s default with respect to
such overdue amount, nor prevent Landlord from exercising any of the other rights and remedies
granted hereunder including the assessment of interest under Section 13.5.



13.5. Interest on Past-due Obligations. Except as expressly herein provided, any amount due
to Landlord that is not paid within five (5) days of when due shall bear interest at the lesser of
ten percent (10%) per annum, or the maximum rate permitted by applicable law. Payment of such
interest shall not excuse or cure any default by Tenant under this Lease; provided, however, that
interest shall not be payable on late charges incurred by Tenant nor on any amounts upon which late
charges are paid by Tenant.



13.6. Payment of Rent and Security Deposit After Default. If Tenant fails to pay Base Rent,
Tenant’s Share of Operating Expense increases, Tenant’s Share of Real Property Tax increases,
parking charges or any other monetary obligation due hereunder within five (5) days of the date it
is due, after Tenant’s third failure to pay any monetary obligation on the date it is due, at
Landlord’s option, all monetary obligations of Tenant hereunder shall thereafter be paid by
cashiers check, and Tenant shall, upon demand, provide Landlord with an additional Security Deposit
equal to three (3) months’ Base Rent. If Landlord has required Tenant to make said payments by
cashiers check or to provide an additional Security Deposit, Tenant’s failure to make a payment by
cashiers check or to provide an additional Security Deposit, shall be a material default hereunder.



14. Landlord’s Right to Cure Default; Payments by Tenant. All covenants and agreements to be
kept or performed by Tenant under this Lease shall be performed by Tenant at Tenant’s sole cost and
expense and without any reduction of rent. If Tenant shall fail to perform any of its obligations
under this Lease, within a reasonable time after such performance is required by the terms of this
Lease, Landlord may, but shall not be obligated to, after three (3) days’ prior written notice to
Tenant, make any such payment or perform any such act on Tenant’s behalf without waiving its rights
based upon any default of Tenant and without releasing Tenant from any obligations hereunder.
Tenant shall pay to Landlord, within ten (10) days after delivery by Landlord to Tenant of
statements therefor, an amount equal to the expenditures reasonably made by Landlord in connection
with the remedying by Landlord of Tenant’s defaults pursuant to the provisions of this Section 14.



15. Condemnation. If any portion of the Premises or the Project are taken under the power of
eminent domain, or sold under the threat of the exercise of said power (all of which are herein
called “Condemnation”), this Lease shall terminate as to the part so taken as of the date the
condemning authority takes title or possession, whichever first occurs; provided that if so
much of the Premises or Project are taken by such Condemnation as would substantially and adversely
affect the operation and profitability of Tenant’s business conducted from the Premises, and said
taking lasts for ninety (90) days or more, Tenant shall have the option, to be exercised only in
writing within thirty (30) days after Landlord shall have given Tenant written notice of such
taking (or in the absence of such notice, within thirty (30) days after the condemning authority
shall have taken possession), to terminate this Lease as of the date the condemning authority takes
such possession. If a taking lasts for less than ninety (90) days, Tenant’s rent shall be abated
during said period but Tenant shall not have the right to terminate this Lease. If Tenant does not


 


14









 





terminate this Lease in accordance with the foregoing, this Lease shall remain in full force and
effect as to the portion of the Premises remaining, except that the rent, Tenant’s Share of
Operating Expenses and Tenant’s Share of Real Property Tax increases shall be reduced in the
proportion that the usable floor area of the Premises taken bears to the total usable floor area of
the Premises. Common Areas taken shall be excluded from the Common Areas usable by Tenant and no
reduction of rent shall occur with respect thereto or by reason thereof. Landlord shall have the
option in its sole but reasonable discretion to terminate this Lease as of the taking of possession
by the condemning authority, by giving written notice to Tenant of such election within thirty (30)
days after receipt of notice of a taking by Condemnation of any part of the Premises or the
Project. Any award for the taking of all or any part of the Premises or the Project under the
power of eminent domain or any payment made under threat of the exercise of such power shall be the
property of Landlord, whether such award shall be made as compensation for diminution in value of
the leasehold, for good will, for the taking of the fee, as severance damages, or as damages for
tenant improvements; provided, however, that Tenant shall be entitled to any separate award for
loss of or damage to Tenant’s removable personal property and for moving expenses. In the event
that this Lease is not terminated by reason of such Condemnation, and subject to the requirements
of any lender that has made a loan to Landlord encumbering the Project, Landlord shall to the
extent of severance damages received by Landlord in connection with such Condemnation, repair any
damage to the Project caused by such Condemnation except to the extent that Tenant has been
reimbursed therefor by the condemning authority. Tenant shall pay any amount in excess of such
severance damages required to complete such repair. This Section, not general principles of law or
the State of Maryland Code of Civil Procedure shall govern the rights and obligations of Landlord
and Tenant with respect to the Condemnation of all or any portion of the Project.



16. Vehicle Parking.




16.1. Use of Parking Facilities. During the Term and subject to the rules and regulations
attached hereto as Exhibit “C”, as modified by Landlord from time to time (the “Rules”), Tenant
shall be entitled to use the number of parking spaces set forth in Section 1.13 in the parking
facility of the Project at the monthly rate applicable from time to time for monthly parking as set
by Landlord and/or its licensee. As of the date of this Lease, Landlord and Tenant acknowledge
that there doesn’t exist any fee for use of the Parking Facilities and Landlord shall agree that
Tenant shall utilize the Parking Facilities at no charge for the Term of the Lease. Landlord may,
in its sole discretion, assign tandem parking spaces to Tenant and designate the location of any
reserved parking spaces. For purposes of this Lease, a “parking space” refers to the space in
which one (1) motor vehicle is intended to park (e.g., a tandem parking stall includes two tandem
parking spaces). Landlord reserves the right at any time to relocate Tenant’s reserved and
unreserved parking spaces. If Tenant commits or allows in the parking facility any of the
activities prohibited by the Lease or the Rules, then Landlord shall have the right, without
notice, in addition to such other rights and remedies that it may have, to remove or tow away the
vehicle involved and charge the cost to Tenant, which cost shall be immediately payable by Tenant
upon demand by Landlord. Tenant’s parking rights are the personal rights of Tenant and Tenant
shall not transfer, assign, or otherwise convey its parking rights separate and apart from this
Lease.



16.2. Intentionally Omitted.



17. Broker’s Fee. Tenant and Landlord each represent and warrant to the other that neither
has had any dealings or entered into any agreements with any person, entity, broker or finder other
than the persons, if any, listed in Section 1.15, in connection with the negotiation of this Lease,
and no other broker, person, or entity is entitled to any commission or finder’s fee in connection
with the negotiation of this Lease, and Tenant and Landlord each agree to indemnify, defend and
hold the other harmless from and against any claims, damages, costs, expenses, attorneys’ fees or
liability for compensation or charges which may be claimed by any such unnamed broker, finder or
other similar party by reason of any dealings, actions or agreements of the indemnifying party.



18. Estoppel Certificate.




18.1. Delivery of Certificate. Tenant shall at any time upon not less than ten (10) business
days’ prior written notice from Landlord execute, acknowledge and deliver to Landlord a statement
in writing certifying to the extent factually accurate such information as Landlord may reasonably
request including, but not limited to, the following: (a) that this Lease is unmodified and in full
force and effect (or, if modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect) (b) the date to which the Base Rent and other
charges are paid in advance and the amounts so payable, (c) that there are not, to Tenant’s
knowledge, any uncured defaults or unfulfilled obligations on the part of Landlord, or specifying
such defaults or unfulfilled obligations, if any are claimed, (d) that all tenant improvements to
be constructed by Landlord, if any, have been completed in accordance with Landlord’s obligations
and (e) that Tenant has taken possession of the Premises. Any such statement may be conclusively
relied upon by any prospective purchaser or encumbrancer of the Project.



18.2. Failure to Deliver Certificate. At Landlord’s option, the failure of Tenant to deliver
such statement within such time shall constitute a material default of Tenant hereunder, or it
shall be conclusive upon Tenant that (a) this Lease is in full force and effect, without
modification except as may be represented by Landlord, (b) there are no uncured defaults in
Landlord’s performance, (c) not more than one month’s Base Rent has been paid in advance, (d) all
tenant improvements to be constructed by Landlord, if any, have been completed in accordance with
Landlord’s obligations and (e) Tenant has taken possession of the Premises.



19. Landlord’s Liability. Tenant acknowledges that Landlord shall have the right to transfer all or any portion of its
interest in the Project and to assign this Lease to the transferee. Tenant agrees that in the
event of such a transfer Landlord shall automatically be released from all liability under this
Lease from and after the date of such transfer provided such transferee assumes in writing all of
Landlord’s obligations hereunder; and Tenant hereby agrees to look solely to Landlord’s transferee
for the performance of Landlord’s obligations hereunder after the date of the transfer. Upon such a
transfer, Landlord shall, at its option, return Tenant’s Security Deposit to Tenant or transfer
Tenant’s Security Deposit to Landlord’s transferee and, in either event, Landlord shall have no
further liability to Tenant for the return of its Security Deposit. Subject to the rights of any
lender holding a mortgage or deed of trust encumbering all or part of the Project, Tenant agrees to
look solely to Landlord’s equity interest in the Project for the collection of any judgment
requiring the payment of money by Landlord arising out of (a) Landlord’s failure to perform its
obligations under this Lease or (b) the negligence or willful misconduct of Landlord, its partners,
employees and agents. No other property or assets of Landlord shall be subject to levy,
execution or other enforcement procedure for the satisfaction of any judgment or writ obtained by
Tenant against Landlord. No partner, employee or agent of Landlord shall be personally liable for
the performance of Landlord’s obligations hereunder or be named as a party in any lawsuit arising
out of or related to, directly or indirectly, this Lease and the obligations of Landlord hereunder.
The obligations under this Lease do not constitute personal obligations of the individual partners
of Landlord and Tenant shall not seek recourse against the individual partners of Landlord or their
assets.



20. Indemnity. Tenant hereby agrees to indemnify, defend and hold harmless Landlord, and its
employees, partners, agents, contractors, lenders and ground lessors (said persons and entities are
hereinafter collectively referred to as the “Indemnified Parties”) from and against any and all
liability, loss, cost, damage, claims, loss of rents, liens, judgments, penalties, fines,
settlement costs, investigation costs, the cost of consultants and experts, attorneys fees, court
costs and other legal expenses, the effects of environmental contamination, the cost of
environmental testing, the removal, remediation and/or abatement of the effects of Hazardous
Substances or Medical Waste (as those terms are defined below), insurance policy deductibles and
other expenses (hereinafter collectively referred to as “Losses”) arising out of or related to an
“Indemnified Matter” (as defined below). For purposes of this Section 20, an “Indemnified Matter”
shall mean any matter for which one or more of the Indemnified Parties incurs liability or Losses
if the Losses arise out of or involve, directly or indirectly, (a) Tenant’s or its employees,
agents, contractors or invitees (all of said persons or entities are hereinafter collectively
referred to as “Tenant Parties”) use or occupancy of the Premises or the Project, (b) any act,
omission or neglect of a Tenant Party, (c) Tenant’s failure to perform any of its obligations under
the Lease, (d) the existence, use or disposal of any Hazardous Substance (as defined in


 


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Section 22
below) brought on to the Project by a Tenant Party, (e) the existence, use or disposal of any
Medical Waste (as described in Section 23 below) brought on to the Project by a Tenant Party or (f)
any other matters for which Tenant has agreed to indemnify Landlord pursuant to any other
provisions of this Lease. Tenant’s obligations hereunder shall include, but shall not be limited
to (a) compensating the Indemnified Parties for Losses arising out of Indemnified Matters within
ten (10) days after written demand from an Indemnified Party and (b) providing a defense, with
counsel reasonably satisfactory to the Indemnified Party, at Tenant’s sole expense, within ten (10)
days after written demand from the Indemnified Party, of any claims, action or proceeding arising
out of or relating to an Indemnified Matter whether or not litigated or reduced to judgment and
whether or not well founded. If Tenant is obligated to compensate an Indemnified Party for Losses
arising out of an Indemnified Matter, Landlord shall have the immediate and unconditional right,
but not the obligation, without notice or demand to Tenant, to pay the Losses to the Common Areas,
another tenant’s premises or to any other part of the Project to be repaired and to compensate
other tenants of the Project or other persons or entities for Losses arising out of an Indemnified
Matter. The Indemnified Parties need not first pay any Losses to be indemnified hereunder.
Tenant’s obligations under this Section shall not be released, reduced or otherwise limited because
one or more of the Indemnified Parties are or may be actively or passively negligent with respect
to an Indemnified Matter or because an Indemnified Party is or was partially responsible for the
Losses incurred. This indemnity is intended to apply to the fullest extent permitted by applicable
law. Tenant’s obligations under this Section shall survive the expiration or termination of this
Lease unless specifically waived in writing by Landlord after said expiration or termination.
Notwithstanding the provisions of Sections 20 and 21 of the Lease to the contrary, Tenant shall not
be required to indemnify and hold Landlord harmless from any loss, cost, liability, damage or
expense (collectively “Claims”), to any person, property or entity resulting from the gross
negligence or willful misconduct of Landlord or its agents or employees, in connection with
Landlord’s activities at the Project, and Landlord hereby indemnifies and saves Tenant harmless
from any such Claims. Each party’s agreement to indemnify and hold the other harmless set forth
above are not intended to, and shall not relieve any insurance carrier of its obligations under
policies required to be carried by Landlord or Tenant pursuant to the provisions of the Lease to
the extent that such policies cover the results of such acts or conduct.



21. Exemption of Landlord from Liability. Tenant hereby agrees that Landlord shall not be liable
for injury to Tenant’s business or any loss of income therefrom or for loss of or damage to the
merchandise, tenant improvements, fixtures, furniture, equipment, computers, files, automobiles, or
other property of Tenant, Tenant’s employees, agents, contractors or invitees, or any other person
in or about the Project, nor shall Landlord be liable for injury to the person of Tenant, Tenant’s
employees, agents, contractors or invitees, whether such damage or injury is caused by or results
from any cause whatsoever including, but not limited to, theft, criminal activity at the Project,
negligent security measures, bombings or bomb scares, Hazardous Substances or Medical Waste, fire,
steam, electricity, gas, water or rain, flooding, breakage of pipes, sprinklers, plumbing, air
conditioning or lighting fixtures, or from any other cause, whether said damage or injury results
from conditions arising upon the Premises or upon other portions of the Project, or from other
sources or places, or from new construction or the repair, alteration or improvement of any part of
the Project, unless the cause of the damage or injury arises out of Landlord’s or its employees,
agents or contractors grossly negligent or willful misconduct. Landlord shall not be liable for
any damages arising from any act or neglect of any employees, agents, contractors or invitees of
any other tenant, occupant or user of the Project, nor from the failure of Landlord to enforce the
provisions of the lease of any other tenant of the Project. Tenant, as a material part of the
consideration to Landlord hereunder, hereby assumes all risk of damage to Tenant’s property or
business or injury to persons, in, upon or about the Project arising from any cause, excluding
Landlord’s gross negligence or willful misconduct or the gross negligence or willful misconduct of
its employees, agents or contractors, and Tenant hereby waives all claims in respect thereof
against Landlord, its employees, agents and contractors.



22. Hazardous Material. For purposes of this Lease, the term “Hazardous Material” means any
hazardous substance, hazardous waste, infectious waste, or toxic substance, material, or waste
which becomes regulated or is defined as such by any local, state or federal governmental
authority. Except for small quantities of ordinary office supplies such as copier toners, liquid
paper, glue, ink and common household cleaning materials, Tenant shall not cause or permit any
Hazardous Material to be brought, kept or used in or about the Premises or the Project by Tenant,
its agents, employees, contractors, or invitees. Tenant hereby agrees to indemnify Landlord from
and against any breach by Tenant of the obligations stated in the preceding sentence, and agrees to
defend and hold Landlord harmless from and against any and all claims, judgments, damages,
penalties, fines, costs, liabilities, or losses (including, without limitation, diminution in value
of the Project, damages for the loss or restriction or use of rentable space or of any amenity of
the Project, damages arising from any adverse impact on marketing of space in the Project, sums
paid in settlement of claims, attorneys’ fees, consultant fees and expert fees) which arise during
or after the Term of this Lease as result of such breach. This indemnification of Landlord by
Tenant includes, without limitation, costs incurred in connection with any investigation of site
conditions and any cleanup, remedial removal, or restoration work required due to the presence of
Hazardous Material. Tenant shall promptly notify Landlord of any release of a Hazardous Material
in the Premises or at
the Project of which Tenant becomes aware, whether caused by Tenant or any other person or
entity. The provisions of this Section 22 shall survive the termination of the Lease.



22.1. Definition and Consent. The term “Hazardous Substance” as used in this Lease shall
mean any product, substance, chemical, material or waste whose presence, nature, quantity and/or
intensity of existence, use, manufacture, disposal, transportation, spill, release or affect,
either by itself or in combination with other materials expected to be on the Premises, is either:
(a) potentially injurious to the public health, safety or welfare, the environment or the Premises,
(b) regulated or monitored by any governmental entity, (c) a basis for liability of Landlord to any
governmental entity or third party under any federal, state or local statute or common law theory
or (d) defined as a hazardous material or substance by any federal, state or local law or
regulation. Except for small quantities of ordinary office supplies such as copier toner, liquid
paper, glue, ink and common household cleaning materials, Tenant shall not cause or permit any
Hazardous Substance to be brought, kept, or used in or about the Premises or the Project by Tenant,
its agents, employees, contractors or invitees.



22.2. Duty to Inform Landlord. If Tenant knows, or has reasonable cause to believe, that a
Hazardous Substance, or a condition involving or resulting from same, has come to be located in, on
or under or about the Premises or the Project, Tenant shall immediately give written notice of such
fact to Landlord. Tenant shall also immediately give Landlord (without demand by Landlord) a copy
of any statement, report, notice, registration, application, permit, license, given to or received
from, any governmental authority or private party, or persons entering or occupying the Premises,
concerning the presence, spill, release, discharge of or exposure to, any Hazardous Substance or
contamination in, on or about the Premises or the Project.



22.3. Inspection; Compliance. Landlord and Landlord’s employees, agent, contractors and
lenders shall have the right to enter the Premises at any time in the case of an emergency, and
otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for
verifying compliance by Tenant with this Section 22. Landlord shall have the right to employ
experts and/or consultants in connection with its examination of the Premises and with respect to
the installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on
or from the Premises. The costs and expenses of any such inspections shall be paid by the party
requesting same, unless a contamination, caused or materially contributed to by Tenant, is found to
exist or be imminent, or unless the inspection is requested or ordered by governmental authority as
the result of any such existing or imminent violation or contamination caused by Tenant. In any
such case, Tenant shall upon request reimburse Landlord for the reasonable, actual and documented
costs and expenses of such inspection.



22.4. Landlord’s Representations. Landlord represents and warrants to the best of its
knowledge and belief that, as of the date hereof, there are no Hazardous Materials on, in or under
the Premises or the Project in violation of any applicable laws. Landlord shall indemnify, defend
and hold harmless Tenant from and against any and all claims, judgments, damages, penalties, fines,
costs, liabilities or losses which arise solely as a result of the existence or disposal of
Hazardous Material brought into the Project by Landlord, its employees, contractors or agents in
violation of any applicable laws.


 


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23. Medical Waste.



23.1. Disposal of Medical Waste. Tenant hereby agrees, at Tenant’s sole expense, to dispose
of its medical waste in compliance with all federal, state and local laws, rules and regulations
relating to the disposal of medical waste and to dispose of the medical waste in a prudent and
reasonable manner. Tenant shall not place any medical waste in refuse containers emptied by
Landlord’s janitorial staff or in the Project’s refuse containers. At Landlord’s option, in
Landlord’s sole but reasonable discretion, Landlord shall have the right, upon sixty (60) days’
advance written notice to Tenant, at any time and from time to time, to elect to provide medical
waste disposal services to Tenant. If Landlord elects to provide medical waste disposal services
to Tenant, all costs incurred by Landlord in providing such services shall be paid by Tenant to
Landlord as additional rent. Landlord may bill Tenant for said costs based upon the actual cost of
providing said services to Tenant, as determined by Landlord, in Landlord’s sole discretion, or
Landlord may bill said expenses based upon Tenant’s Share of the total cost of providing said
services.



23.2. Duty to Inform Landlord. Within ten (10) days following Landlord’s written request,
Tenant shall provide Landlord with any information requested by Landlord concerning the existence,
generation or disposal of medical waste at the Premises, including, but not limited to, the
following information: (a) the name, address and telephone number of the person or entity employed
by Tenant to dispose of its medical waste, including a copy of any contract with said person or
entity, (b) a list of each type of medical waste generated by Tenant at the Premises and a
description of how Tenant disposes of said medical waste, (c) a copy of any laws, rules or
regulations in Tenant’s possession relating to the disposal of the medical waste generated by
Tenant, and (d) copies of any licenses or permits obtained by Tenant in order to generate or
dispose of said medical waste. Tenant shall also immediately provide to Landlord (without demand
by Landlord) a copy of any notice, registration, application, permit, or license given to or
received from any governmental authority or private party, or persons entering or occupying the
Premises, concerning the presence, release, exposure or disposal of any medical waste in or about
the Premises or the Project.



23.3. Inspection; Compliance. Landlord and Landlord’s employees, agents, contractors and
lenders shall have the right to enter the Premises at any time in the case of an emergency, and
otherwise at reasonable times, for the purpose of verifying compliance by Tenant with this Section
23. Landlord shall have the right to employ experts and/or consultants in connection with its
examination of the Premises and with respect to the generation and disposal of medical waste on or
from the Premises. The cost and expenses of any such inspection shall be paid by Landlord, unless
it is determined that Tenant is not disposing of its medical waste in a manner permitted by
applicable law, in which case Tenant shall immediately reimburse Landlord for the cost of such
inspection.



24. Tenant Improvements.
Tenant acknowledges and agrees that Landlord shall not be obligated to construct any tenant
improvements on behalf of Tenant unless a work letter agreement (the “Work Letter”) is attached to
this Lease as Schedule 1. If a space plan is attached to the Work Letter, the space plan shall not
be binding on Landlord unless the space plan has been approved by Landlord in writing. Except as
set forth in a Work Letter, it is specifically understood and agreed that Landlord has no
obligation and has made no promises to alter, remodel, improve, renovate, repair or decorate the
Premises, the Project, or any part thereof, or to provide any allowance for such purposes, and that
no representations respecting the condition of the Premises or the Project have been made by
Landlord to Tenant.



See Addendum Paragraph 2




25. Subordination.




25.1. Effect of Subordination. This Lease, and any Option (as defined in Section 26 below)
granted hereby, upon Landlord’s written election, shall be subject and subordinate to any ground
lease, mortgage, deed of trust, or any other hypothecation or security now or hereafter placed upon
the Project and to any and all advances made on the security thereof and to all renewals,
modifications, consolidations, replacements and extensions thereof. Notwithstanding such
subordination, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant
is not in default and so long as Tenant shall pay the rent and observe and perform all of the
provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. At the
request of any mortgagee, trustee or ground lessor, Tenant shall attorn to such person or entity.
If any mortgagee, trustee or ground lessor shall elect to have this Lease and any Options granted
hereby prior to the lien of its mortgage, deed of trust or ground lease, and shall give written
notice thereof to Tenant, this Lease and such Options shall be deemed prior to such mortgage, deed
of trust or ground lease, whether this Lease or such Options are dated prior or subsequent to the
date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the
event of the foreclosure of a security device, the new owner shall not (a) be liable for any act or
omission of any prior landlord or with respect to events occurring prior to its acquisition of
title, (b) be liable for the breach of this Lease by any prior landlord, (c) be subject to any
offsets or defenses which Tenant may have against the prior landlord or (d) be liable to Tenant for
the return of its Security Deposit. In the event that the Project shall become subject to any lien
of any mortgage, deed of trust or any other hypothecation or security after the Commencement Date,
Landlord shall use commercially reasonable efforts to obtain a non-disturbance agreement from any
future lender of the Project on such lender’s standard form for the benefit of Tenant.



25.2. Execution of Documents. Tenant agrees to execute and acknowledge any documents
Landlord reasonably requests that Tenant execute to effectuate an attornment, a subordination, or
to make this Lease or any Option granted herein prior to the lien of any mortgage, deed of trust or
ground lease, as the case may be. Tenant’s failure to execute such documents within ten (10) days
after written demand shall constitute a material default by Tenant hereunder or, at Landlord’s
option, Landlord shall have the right to execute such documents on behalf of Tenant as Tenant’s
attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant’s
attorney-in-fact and in Tenant’s name, place and stead, to execute such documents in accordance
with this Section 25.2.



26. Options.




26.1. Definition. As used in this Lease, the word “Option” has the following meaning: (1)
the right or option to extend the Term of this Lease or to renew this Lease, and (2) the option or
right of first refusal to lease the Premises or the right of first offer to lease the Premises or
the right of first refusal to lease other space within the Project or the right of first offer to
lease other space within the Project, and (3) the right or option to terminate this Lease prior to
its expiration date or to reduce the size of the Premises. Any Option granted to Tenant by
Landlord must be evidenced by a written option agreement attached to this Lease as a rider or
addendum or said option shall be of no force or effect.



26.2. Options Personal. Each Option granted to Tenant in this Lease, if any, is personal to
the original Tenant and may be exercised only by the original Tenant while occupying the entire
Premises and may not be exercised or be assigned, voluntarily or involuntarily, by or to any person
or entity other than Tenant, including, without limitation, any permitted transferee as defined in
Section 12. The Options, if any, herein granted to Tenant are not assignable separate and apart
from this Lease, nor may any Option be separated from this Lease in any manner, either by
reservation or otherwise. If at any time an Option is exercisable by Tenant, the Lease has been
assigned, or a sublease exists as to any portion of the Premises, the Option shall be deemed null
and void and neither Tenant nor any assignee or subtenant shall have the right to exercise the
Option. For purposes of this Section 26.2 only, a Permitted Transferee shall be deemed to be the
“original Tenant”.



26.3. Multiple Options. In the event that Tenant has multiple Options to extend or renew
this Lease a later Option cannot be exercised unless the prior Option to extend or renew this Lease
has been so exercised.


 


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26.4. Effect of Default on Options. Tenant shall have no right to exercise an Option (i)
during the time commencing from the date Landlord gives to Tenant a notice of default pursuant to
Section 13.1 and continuing until the noncompliance alleged in said notice of default is cured, or
(ii) if Tenant is in default of any of the terms, covenants or conditions of this Lease. The
period of time within which an Option may be exercised shall not be extended or enlarged by reason
of Tenant’s inability to exercise an Option because of the provisions of this Section 26.4.



26.5. Limitations on Options. Notwithstanding anything to the contrary contained in any
rider or addendum to this Lease, any options, rights of first refusal or rights of first offer
granted hereunder shall be subject and secondary to Landlord’s right to first offer and lease any
such space
to any tenant who is then occupying or leasing such space at the time the space becomes
available for leasing and shall be subject and subordinated to any other options, rights of first
refusal or rights of first offer previously given to any other person or entity.



26.6. Notice of Exercise of Option. Notwithstanding anything to the contrary contained in
Section 40, Tenant may only exercise an option by delivering its written notice of exercise to
Landlord by certified mail, return receipt and date of delivery requested. It shall be Tenant’s
obligation to prove that such notice was so sent in a timely manner and was delivered to Landlord
by the U.S. Postal Service.



See Addendum Paragraph 3




27. Landlord Reservations. Landlord shall have the right: (a) to change the name and address
of the Project or Building upon not less than ninety (90) days prior written notice; (b) to provide
and install Building standard graphics on or near the door of the Premises and such portions of the
Common Areas as Landlord shall determine, in Landlord’s sole discretion the cost of which shall be
included as an Operating Expense reimbursable in accordance with Section 4.2 herein; (c) to permit
any tenant the exclusive right to conduct any business as long as such exclusive right does not
conflict with any rights expressly given herein; and (d) to place signs, notices or displays upon
the roof, interior, exterior or Common Areas of the Project. Tenant shall not use a representation
(photographic or otherwise) of the Building or the Project or their name(s) in connection with
Tenant’s business or suffer or permit anyone, except in an emergency, to go upon the roof of the
Building. Landlord reserves the right to use the exterior walls of the Premises, and the area
beneath, adjacent to and above the Premises, together with the right to install, use, maintain and
replace equipment, machinery, pipes, conduits and wiring through the Premises, which serve other
parts of the Project, provided that Landlord’s use does not unreasonably interfere with Tenant’s
use of the Premises.



28. Changes to Project. Landlord shall have the right, in Landlord’s sole discretion, from
time to time, to make changes to the size, shape, location, number and extent of the improvements
comprising the Project (hereinafter referred to as “Changes”) including, but not limited to, the
Project interior and exterior, the Common Areas, elevators, escalators, restrooms, HVAC, electrical
systems, communication systems, fire protection and detection systems, plumbing systems, security
systems, parking control systems, driveways, entrances, parking spaces, parking areas and
landscaped areas so long as such Changes do not have a permanent material adverse effect on
Tenant’s access to or use and enjoyment of the Premises. In connection with the Changes, Landlord
may, among other things, erect scaffolding or other necessary structures at the Project, limit or
eliminate access to portions of the Project, including portions of the Common Areas, or perform
work in the Building, which work may create noise, dust or leave debris in the Building. Tenant
hereby agrees that such Changes and Landlord’s actions in connection with such Changes shall in no
way constitute a constructive eviction of Tenant or entitle Tenant to any abatement of rent.
Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or
indirect injury to or interference with Tenant’s business arising from the Changes, nor shall
Tenant be entitled to any compensation or damages from Landlord for any inconvenience or annoyance
occasioned by such Changes or Landlord’s actions in connection with such Changes. Landlord shall
use reasonable efforts to minimize unreasonable interference with Tenant’s use and occupancy of the
Premises during Landlord’s actions in connection with such Changes.



29. Substitution of Other Premises. Landlord shall have the right at any time to move Tenant
to any other leasable space in the Project provided that said space shall be substantially similar
in nature, orientation, size, condition and finishes as the Premises. approximately the same size
as the Premises and that Landlord shall pay the cost of moving Tenant’s furniture and equipment to
the new space as well as the reasonable cost of rewiring Tenant’s computers, Tenant’s cost of
replacing existing stationery on hand and other similar, customary and reasonable moving costs.
The new space shall include tenant improvements that are substantially equivalent to the tenant
improvements contained in the Premises, and the cost of any required tenant improvements shall be
paid by Landlord. If Landlord elects to relocate Tenant, Landlord shall give Tenant written notice
of its election and Tenant shall have thirty (30) days thereafter to agree to be relocated in
accordance with the terms and conditions of this Section 29 or to elect to terminate this Lease.
If Tenant elects to terminate this Lease within said thirty (30) day period or fails to respond to
Landlord’s notice within said thirty (30) day period, this Lease shall then terminate on the date
which is sixty (60) days after the date Landlord gave Tenant its written notice electing to
relocate Tenant. Landlord shall have no liability to Tenant as a result of Tenant’s election to
terminate this Lease. Prior to said termination, Landlord and Tenant shall perform all of their
obligations under this Lease. If Tenant elects to be relocated, Landlord shall deliver substitute
space to Tenant not more than one hundred eighty (180) days after (a) Tenant agrees to be relocated
and (b) approves plans for the construction of required tenant improvements at the new space, if
any. Tenant shall not unreasonably withhold or delay its approval of any plans for the
construction of tenant improvements. Landlord shall give Tenant thirty (30) days’ advance notice
of the estimated move in date. Prior to the date that Tenant is moved to the new space, Tenant
shall remain in the Premises and shall continue to perform all of its obligations under this Lease.
After Tenant moves into the new space, this Lease shall remain in full force and effect and be
deemed applicable to such new space, except as to Base Rent, Tenant’s Share of Operating Expense
increases, Tenant’s Share of Real Property Tax increases and the number of parking spaces Tenant
shall be entitled to use, all of which shall be adjusted based on the relationship between the
number of rentable square feet in the original Premises and the number of rentable square feet in
the substituted space. Upon Tenant’s election to be relocated, Landlord and Tenant shall amend
this Lease to provide for the relocation of the Premises.



30. Holding Over. If Tenant remains in possession of the Premises or any part thereof after
the expiration or earlier termination of the term hereof with Landlord’s consent, such occupancy
shall be a tenancy from month to month upon all the terms and conditions of this Lease pertaining
to the obligations of Tenant, except that the Base Rent payable shall be the greater of (a) one
hundred fifty percent (150%) of the Base Rent payable immediately preceding the termination date of
this Lease or (b) one hundred twenty-five percent (125%) of the fair market base rent for the
Premises as of the date Tenant holds over, and all Options, if any, shall be deemed terminated and
be of no further effect. If Tenant remains in possession of the Premises or any part thereof after
the expiration of the Term hereof without Landlord’s consent, Tenant shall, at Landlord’s option,
be treated as a tenant at sufferance or a trespasser. Nothing contained herein shall be construed
to constitute Landlord’s consent to Tenant holding over at the expiration or earlier termination of
the Term. Tenant hereby agrees to indemnify, hold harmless and defend Landlord from any cost,
loss, claim or liability (including attorneys’ fees) Landlord may incur as a result of Tenant’s
failure to surrender possession of the Premises to Landlord upon the termination of this Lease.



31. Landlord’s Access.




31.1. Access. Landlord and Landlord’s agents, contractors and employees shall have the right
to enter the Premises at reasonable times upon reasonable notice (except in the event of an
emergency) for the purpose of inspecting the Premises, performing any services required of
Landlord, showing the Premises to prospective purchasers, lenders, or tenants, undertaking safety
measures and making alterations, repairs, improvements or additions to the Premises or to the
Project. In the event of an emergency, Landlord may gain access to the Premises by any reasonable
means, and Landlord shall not be liable to Tenant for damage to the Premises or to Tenant’s
property resulting from such access. Landlord may at any time place on or about the
Building for sale or for lease signs and Landlord may at any time during the last one hundred twenty (120) days
of the Term hereof place on or about the Premises for lease signs. In the exercise of any of
Landlord’s rights hereunder, Landlord agrees that it: (i) will use reasonable efforts to minimize
interference with Tenant’s use and occupancy of the Premises, and (ii) shall not materially and
adversely affect Tenant’s business operations at the Premises.


 


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31.2. Keys. Landlord shall have the right to retain keys to the locks on the entry doors to
the Premises and all interior doors at the Premises. At Landlord’s option, Landlord may require
Tenant to obtain all keys to door locks at the Premises from Landlord’s engineering staff or
Landlord’s locksmith and to only use Landlord’s engineering staff or Landlord’s locksmith to change
locks at the Premises. Tenant shall pay Landlord’s or its locksmith’s standard charge for all keys
and other services obtained from Landlord’s engineering staff or locksmith.



32. Security Measures. Tenant hereby acknowledges that Landlord shall have no obligation
whatsoever to provide guard service or other security measures for the benefit of the Premises or
the Project, and Landlord shall have no liability to Tenant due to its failure to provide such
services. Tenant assumes all responsibility for the protection of Tenant, its agents, employees,
contractors and invitees and the property of Tenant and of Tenant’s agents, employees, contractors
and invitees from acts of third parties. Nothing herein contained shall prevent Landlord, at
Landlord’s sole option, from implementing security measures for the Project or any part thereof, in
which event Tenant shall participate in such security measures and the cost thereof shall be
included within the definition of Operating Expenses, and Landlord shall have no liability to
Tenant and its agents, employees, contractors and invitees arising out of Landlord’s negligent
provision of security measures. Landlord shall have the right, but not the obligation, to require
all persons entering or leaving the Project to identify themselves to a security guard and to
reasonably establish that such person should be permitted access to the Project.



33. Easements. Landlord reserves to itself the right, from time to time, to grant such
easements, rights and dedications that Landlord deems reasonably necessary or desirable, and to
cause the recordation of parcel maps and restrictions, so long as such easements, rights,
dedications, maps and restrictions do not unreasonably interfere with the use of or access to the
Premises by Tenant. Tenant shall sign any of the aforementioned documents within thirty (30) days
after Landlord’s request and Tenant’s failure to do so shall constitute a material default by
Tenant. The obstruction of Tenant’s view, air, or light by any structure erected in the vicinity
of the Project, whether by Landlord or third parties, shall in no way affect this Lease or impose
any liability upon Landlord.



34. Transportation Management. Tenant shall fully comply at its sole expense with all
present or future programs implemented or required by any governmental or quasi-governmental entity
or Landlord to manage parking, transportation, air pollution, or traffic in and around the Project
or the metropolitan area in which the Project is located.



35. Severability. The invalidity of any provision of this Lease as determined by a court of
competent jurisdiction shall in no way affect the validity of any other provision hereof.



36. Time of Essence. Time is of the essence with respect to each of the obligations to be
performed by Tenant and Landlord under this Lease.



37. Definition of Additional Rent. All monetary obligations of Tenant to Landlord under the
terms of this Lease, including, but not limited to, Base Rent, Tenant’s Share of Operating
Expenses, Tenant’s Share of Real Property Taxes, parking charges, late charges and charges for
after hours HVAC shall be deemed to be rent.



38. Incorporation of Prior Agreements. This Lease and the attachments listed in Section 1.16
contain all agreements of the parties with respect to the lease of the Premises and any other
matter mentioned herein. No prior or contemporaneous agreement or understanding pertaining to any
such matter shall be effective. Except as otherwise stated in this Lease, Tenant hereby
acknowledges that no real estate broker nor Landlord or any employee or agents of any of said
persons has made any oral or written warranties or representations to Tenant concerning the
condition or use by Tenant of the Premises or the Project or concerning any other matter addressed
by this Lease.



39. Amendments. This Lease may be modified in writing only, signed by the parties in
interest at the time of the modification.



40. Notices. Subject to the requirements of Section 26.6 of this Lease, all notices required or permitted
by this Lease shall be in writing and may be delivered (a) in person (by hand, by messenger or by
courier service), (b) by U.S. Postal Service regular mail, (c) by U.S. Postal Service certified
mail, return receipt requested, (d) by U.S. Postal Service Express Mail, Federal Express or other
overnight courier, or (e) by facsimile transmission, and shall be deemed sufficiently given if
served in a manner specified in this Section 40. Any notice permitted or required hereunder, and
any notice to pay rent or quit or similar notice, shall be deemed personally delivered to Tenant on
the date the notice is personally delivered to any employee of Tenant at the Premises. The
addresses set forth in Section 1.17 of this Lease shall be the address of each party for notice
purposes. Landlord or Tenant may by written notice to the other specify a different address for
notices purposes, except that upon Tenant’s taking possession of the Premises, the Premises shall
constitute Tenant’s address for the purpose of mailing or delivering notices to Tenant. A copy of
all notices required or permitted to be given to Landlord hereunder shall be concurrently
transmitted to such party or parties at such addresses as Landlord may from time to time
hereinafter designate by written notice to Tenant. Any notice sent by regular mail or by certified
mail, return receipt requested, shall be deemed given three (3) days after deposited with the U.S.
Postal Service. Notices delivered by U.S. Express Mail, Federal Express or other courier shall be
deemed given on the date delivered by the carrier to the appropriate party’s address for notice
purposes. If any notice is transmitted by facsimile transmission, the notice shall be deemed
delivered upon telephone confirmation of receipt of the transmission thereof at the appropriate
party’s address for notice purposes. A copy of all notices delivered to a party by facsimile
transmission shall also be mailed to the party on the date the facsimile transmission is completed.
If notice is received on Saturday, Sunday or a legal holiday, it shall be deemed received on the
next business day. Nothing contained herein shall be construed to limit Landlord’s right to serve
any notice to pay rent or quit or similar notice by any method permitted by applicable law, and any
such notice shall be effective if served in accordance with any method permitted by applicable law
whether or not the requirements of this Section have been met.



41. Waivers. No waiver by Landlord or Tenant of any provision hereof shall be deemed a
waiver of any other provision hereof or of any subsequent breach by Landlord or Tenant of the same
or any other provision. Landlord’s consent to, or approval of, any act shall not be deemed to
render unnecessary the obtaining of Landlord’s consent to or approval of any subsequent act by
Tenant. The acceptance of rent hereunder by Landlord shall not be a waiver of any preceding breach
by Tenant of any provision hereof, other than the failure of Tenant to pay the particular rent so
accepted, regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of
such rent. No acceptance by Landlord of partial payment of any sum due from Tenant shall be deemed
a waiver by Landlord of its right to receive the full amount due, nor shall any endorsement or
statement on any check or accompanying letter from Tenant be deemed an accord and satisfaction.
Tenant hereby waives for Tenant and all those claiming under Tenant all rights now or hereafter
existing to redeem by order or judgment of any court or by legal process or writ, Tenant’s right of
occupancy of the Premises after any termination of this Lease.



42. Covenants. This Lease shall be construed as though the covenants contained herein are
independent and not dependent and Tenant hereby waives the benefit of any statute to the contrary.
All provisions of this Lease to be observed or performed by Tenant are both covenants and
conditions.


 


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43. Binding Effect; Choice of Law. Subject to any provision hereof restricting assignment or
subletting by Tenant, this Lease shall bind the parties, their heirs, personal representatives,
successors and assigns. This Lease shall be governed by the laws of the state in which the Project
is located and any litigation concerning this Lease between the parties hereto shall be initiated
in the county in which the Project is located.



44. Attorneys’ Fees. If Landlord or Tenant brings an action to enforce the terms hereof or
declare rights hereunder, the prevailing party in any such action, or appeal thereon, shall be
entitled to its reasonable attorneys’ fees and court costs to be paid by the losing party as fixed
by the court in the same or separate suit, and whether or not such action is pursued to decision or
judgment. The attorneys’ fee award shall not be computed in accordance with any court fee
schedule, but shall be such as to fully reimburse all attorneys’ fees and court costs reasonably
incurred in good faith. Landlord shall be entitled to reasonable attorneys’ fees and all other
costs and expenses incurred in the preparation and service of notices of monetary default and
consultations in connection therewith, whether or not a legal action is subsequently commenced in
connection with such default. Landlord and Tenant agree that attorneys’ fees incurred with respect
to defaults and bankruptcy are actual pecuniary losses within the meaning of Section 365(b)(1)(B)
of the Bankruptcy Code or any successor statute.



45. Auctions. Tenant shall not conduct, nor permit to be conducted, either voluntarily or
involuntarily, any auction upon the Premises or the Common Areas. The holding of any auction on
the Premises or Common Areas in violation of this Section 45 shall constitute a material default
hereunder.



46. Signs. Tenant shall not place any sign upon the Premises (including on the inside or the
outside of the doors or windows of the Premises) or the Project without Landlord’s prior written
consent, which may be given or withheld in Landlord’s sole discretion. Landlord shall have the
right to place any sign it deems appropriate on any portion of the Project except the interior of
the Premises. Any sign Landlord permits Tenant to place upon the Premises shall be maintained by
Tenant, at Tenant’s sole expense. If Landlord permits Tenant to include its name in the Building’s
directory, the cost of placing Tenant’s name in the directory and the cost of any subsequent
modifications thereto shall be paid by Tenant, at Tenant’s sole expense.



See Addendum Paragraph 4




47. Merger. The voluntary or other surrender of this Lease by Tenant, or a mutual
cancellation thereof, or a termination by Landlord, shall not result in the merger of Landlord’s
and Tenant’s estates, and shall, at the option of Landlord, terminate all or any existing
subtenancies or may, at the option of Landlord, operate as an assignment to Landlord of any or all
of such subtenancies.



48. Quiet Possession. Subject to the other terms and conditions of this Lease, and the
rights of any lender, and provided Tenant is not in default hereunder, Tenant shall have quiet
possession of the Premises for the entire term hereof, subject to all of the provisions of this
Lease.



49. Authority. If Tenant is a corporation, trust, general or limited partnership, or other
entity, Tenant, and each individual executing this Lease on behalf of such entity, represents and
warrants that such individual is duly authorized to execute and deliver this Lease on behalf of
said entity, that said entity is duly authorized to enter into this Lease, and that this Lease is
enforceable against said entity in accordance with its terms. If Tenant is a corporation, trust or
partnership, Tenant shall deliver to Landlord upon demand evidence of such authority satisfactory
to Landlord.



50. Conflict. Except as otherwise provided herein to the contrary, any conflict between the
printed provisions, exhibits, addenda or riders of this Lease and the typewritten or handwritten
provisions, if any, shall be controlled by the typewritten or handwritten provisions.



51. Multiple Parties. If more than one person or entity is named as Tenant herein, the
obligations of Tenant shall be the joint and several responsibility of all persons or entities
named herein as Tenant. Service of a notice in accordance with Section 40 on one Tenant shall be
deemed service of notice on all Tenants.



52. Interpretation. This Lease shall be interpreted as if it was prepared by both parties
and ambiguities shall not be resolved in favor of Tenant because all or a portion of this Lease was
prepared by Landlord. The captions contained in this Lease are for convenience only and shall not
be deemed to limit or alter the meaning of this Lease. As used in this Lease the words tenant and
landlord include the plural as well as the singular. Words used in the neuter gender include the
masculine and feminine gender. Notwithstanding anything to the contrary contained in this Lease, if
the Term of the Lease has not commenced within twenty-one (21) years after the date of this Lease,
this Lease shall automatically terminate on the twenty-first (21st) anniversary of such date. The
sole purpose of this provision is to avoid any interpretation of this Lease as a violation of the
Rule Against Perpetuities, or any other rule of law or equity concerning restraints on alienation.



53. Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit or
other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under
or on behalf of Tenant. Landlord shall have the right to record a memorandum of this Lease, and
Tenant shall execute, acknowledge and deliver to Landlord for recording any memorandum prepared by
Landlord.



54. Relationship of Parties. Nothing contained in this Lease shall be deemed or construed by
the parties hereto or by any third party to create the relationship of principal and agent,
partnership, joint venturer or any association between Landlord and Tenant.



55. Rules and Regulations. Tenant agrees to abide by and conform to the Rules and to cause
its employees, suppliers, customers and invitees to so abide and conform. Landlord shall have the
right, from time to time, to reasonably modify, amend and enforce the Rules (provided Tenant shall
not be bound by any changes in the Rules until after it has received written notice of such
changes). Notwithstanding anything to the contrary herein, in the event of any conflict between
the Rules and the terms and conditions of this Lease, the terms and conditions of this Lease shall
control. Landlord shall not be responsible to Tenant for the failure of other persons including,
but not limited to, other tenants, their agents, employees and invitees to comply with the Rules.
Landlord shall use commercially reasonable efforts to enforce such Rules in a non-discriminatory
manner.



56. Right to Lease. Landlord reserves the absolute right to effect such other tenancies in
the Project as Landlord in its sole discretion shall determine, and Tenant is not relying on any
representation that any specific tenant or number of tenants will occupy the Project.



57. Security Interest. In consideration of the covenants and agreements contained herein, and as
a material consideration to Landlord for entering into this Lease, Tenant hereby unconditionally
grants to Landlord a continuing security interest in and to all personal property of Tenant located
or left at the Premises and the Security Deposit, if any, and any advance rent payment or other
deposit, now in or hereafter delivered to or coming into the possession, custody or control of
Landlord, by or for the account of Tenant, together with any increase in profits or proceeds from
such property. The security interest granted to Landlord hereunder secures payment and performance
of all obligations of Tenant under this Lease now or hereafter arising or existing, whether direct
or indirect, absolute or contingent, or due or to become due. In the event of a default under this
Lease which is not cured within the applicable grace period, if any, Landlord is and shall be
entitled to all the rights, powers and remedies granted a


 


20









 





secured party under the State of Maryland
Commercial Code and otherwise available at law or in equity, including, but not limited to, the
right to retain as damages the personal property, Security Deposit and other funds held by
Landlord, without additional notice or demand regarding this security interest. Tenant agrees that
it will execute such other documents or instruments as may be reasonably necessary to carry out and
effectuate the purpose and terms of this Section, or as otherwise reasonably requested by Landlord,
including without limitation, execution of a UCC-1 financing statement. Tenant’s failure to
execute such documents within ten (10) days after written demand shall constitute a material
default by Tenant hereunder and, at Landlord’s option, Landlord shall have the right to execute
such documents on behalf of Tenant as Tenant’s attorney-in-fact. Tenant does hereby make,
constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact, and Landlord shall have
the right to execute such documents in Tenant’s name. Tenant hereby waives any rights it may have
under the State of Maryland Civil Code which are inconsistent with
Landlord’s rights under this Section. Landlord’s rights under this Section are in addition to
Landlord’s rights under Sections 5 and 13. Notwithstanding anything to the contrary contained in
Section 57 of this Lease, the security interest granted by Tenant to Landlord shall be
automatically subordinated to the security interest, if any, granted to Tenant’s lenders in the
ordinary course of Tenant’s business. At Tenant’s request, Landlord shall execute a lien waiver,
the form of which shall be reasonably satisfactory to Landlord, waiving Landlord’s security
interest in the collateral described in any such lien waiver (which collateral shall exclude the
Improvements and any fixtures installed in the Premises).



58. Security for Performance of Tenant’s Obligations. Notwithstanding any Security Deposit
held by Landlord pursuant to Section 5 and any security interest held by Landlord pursuant to
Section 57, Tenant hereby agrees that in the event of a default by Tenant, Landlord shall be
entitled to seek and obtain a writ of attachment and/or a temporary protective order and Tenant
hereby waives any rights or defenses to contest such a writ of attachment and/or temporary
protective order on the basis of the State of Maryland Code of Civil Procedure or any other related
statute or rule.



59. Financial Statements. From time to time, at any time (i) in connection with a
potential refinance or disposition of the Project by Landlord, or (ii) if there is default under
the Lease, but otherwise not more than once in any twelve (12) month period during the Term, at
Landlord’s request, Tenant shall cause the following financial information to be delivered to
Landlord, at Tenant’s sole cost and expense, upon not less than ten (10) days’ advance written
notice from Landlord: (a) a current financial statement for Tenant and Tenant’s financial
statements for the previous two accounting years, (b) a current financial statement for any
guarantor(s) of this Lease and the guarantor’s financial statements for the previous two accounting
years and (c) such other financial information pertaining to Tenant or any guarantor as Landlord or
any lender or purchaser of Landlord may reasonably request. All financial statements shall be
prepared in accordance with generally accepted accounting principals consistently applied and, if
such is the normal practice of Tenant, shall be audited by an independent certified public
accountant. Tenant hereby authorizes Landlord, from time to time, without notice to Tenant, to
obtain a credit report or credit history on Tenant form any credit reporting company.



60. Attachments. The items listed in Section 1.16 are a part of this Lease and are
incorporated herein by this reference.



61. Confidentiality. Tenant acknowledges and agrees that the terms of this Lease are
confidential and constitute propriety information of Landlord. Disclosure of the terms hereof
could adversely affect the ability of Landlord to negotiate other leases with respect to the
Project and may impair Landlord’s relationship with other tenants of the Project. Landlord however
acknowledges that Tenant is a publicly-traded company and as such has financial disclosure
requirements mandated by Generally Accepted Accounting Principles and/or the Securities Exchange
Commission, for instance, but not limited to, the requirement to disclose future non-cancellable
lease commitments. Accordingly Landlord hereby consents to Tenant’s compliance with such disclosure
requirements. Tenant agrees that for all other reasons, it and its partners, officers, directors,
employees, brokers, and attorneys, if any, shall not disclose the terms and conditions of this
Lease to any other person or entity without the prior written consent of Landlord which may be
given or withheld by Landlord, in Landlord’s sole discretion. It is understood and agreed that
damages alone would be an inadequate remedy for the breach of this provision by Tenant, and
Landlord shall also have the right to seek specific performance of this provision and to seek
injunctive relief to prevent its breach or continued breach.



62. OFAC Certification.




62.1. Tenant certifies that: (i) it is not acting, directly or indirectly, for or on behalf
of any person, group, entity, or nation named by any Executive Order or the United States Treasury
Department as a terrorist, “Specially Designated National and Blocked Person,” or other banned or
blocked person, entity, nation, or transaction pursuant to any law, order, rule, or regulation that
is enforced or administered by the Office of Foreign Assets Control; and (ii) it is not engaged in
this transaction, directly or indirectly on behalf of, or instigating or facilitating this
transaction, directly or indirectly on behalf of, any such person, group, entity, or nation.



62.2. Tenant hereby agrees to defend, indemnify, and hold harmless Landlord from and against
any and all claims, damages, losses, risks, liabilities, and expenses (including attorney’s fees
and costs) arising from or related to any breach of the foregoing certification.



63. WAIVER OF JURY TRIAL. LANDLORD AND TENANT HEREBY WAIVE THEIR RESPECTIVE RIGHT TO TRIAL
BY JURY OF ANY CAUSE OF ACTION, CLAIM, COUNTERCLAIM OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING
AND/OR HEARING BROUGHT BY EITHER LANDLORD AGAINST TENANT OR TENANT AGAINST LANDLORD ON ANY MATTER
WHATSOEVER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THIS LEASE, THE RELATIONSHIP OF LANDLORD
AND TENANT, TENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY OR DAMAGE, OR THE
ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR
HEREAFTER IN EFFECT.



[SIGNATURES ON NEXT PAGE]




 


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LANDLORD AND TENANT ACKNOWLEDGE THAT THEY HAVE CAREFULLY READ AND REVIEWED THIS LEASE AND EACH TERM
AND PROVISION CONTAINED HEREIN AND, BY EXECUTION OF THIS LEASE, SHOW THEIR INFORMED AND VOLUNTARY
CONSENT THERETO. THE PARTIES HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS OF
THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LANDLORD AND TENANT
WITH RESPECT TO THE PREMISES. TENANT ACKNOWLEDGES THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO HAVE
THIS LEASE REVIEWED BY ITS LEGAL COUNSEL PRIOR TO ITS EXECUTION. PREPARATION OF THIS LEASE BY
LANDLORD OR LANDLORD’S AGENT AND SUBMISSION OF SAME TO TENANT SHALL NOT BE DEEMED AN OFFER BY
LANDLORD TO LEASE THE PREMISES TO TENANT OR THE GRANT OF AN OPTION TO TENANT TO LEASE THE PREMISES.
THIS LEASE SHALL BECOME BINDING UPON LANDLORD AND TENANT ONLY WHEN FULLY EXECUTED BY BOTH PARTIES
AND WHEN LANDLORD HAS DELIVERED A FULLY EXECUTED ORIGINAL OF THIS LEASE TO TENANT.



	 	 	 	 	 	 	 	 	 	 	 	 	 
	LANDLORD	 	 	TENANT
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	THE REALTY ASSOCIATES FUND V, L.P., 

a Delaware limited partnership	 	REGENERX BIOPHARMACEUTICALS, INC.,

a Delaware corporation
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	By: 	Realty Associates Fund V LLC, a Massachusetts

limited liability company, general partner	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	By: 	Realty Associates Advisors LLC, a	 	By:	 	/s/ C. Neil Lyons
 
	 	 	 	Delaware limited liability company, manager	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 	 	C. Neil Lyons
	 

	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By: 	Realty Associates Advisors Trust, a

Massachusetts business trust, manager	 	 	 	(Print Name)
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By: 
	 	/s/ Christopher J. Good	 	Its:
	 	Chief Financial Officer
	 

	 	 	 	 	 	 	 
	 	 	 	 
	 

	 	 	 	 	 	 	 	Regional Director	 	 	 	(Print Title)






 


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ADDENDUM




THIS ADDENDUM (the “Addendum”) is attached to the Lease dated as of December 10, 2009 by and
between THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership (“Landlord”) and
REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) and incorporated herein by
reference thereto. To the extent that there are any conflicts between the provisions of the Lease
and the provisions of this Addendum, the provisions of this Addendum shall supersede the
conflicting provisions of the Lease.



1. Security Deposit. Section 5 of the Lease is hereby amended by adding the following
at the end of Section 5:



“Notwithstanding anything to the contrary contained in Sections 1.10 or 5 above, provided
Tenant has not been in default under the Lease at any time during the Term of the Lease beyond the
expiration of any applicable notice and cure period, then the Security Deposit shall be reduced in
accordance with the following schedule:



	 	 	 	 	 	 	 	 	 
	Date of Reduction	 	Reduction Amount	 	 	New Face Amount	 
	1st day of the 13th month of the Term of the Lease
	 	$	5,751.67	 	 	$	11,503.34	 
	1st day of the 24th month of the Term of this Lease
	 	$	5,751.67	 	 	$	5,751.67	 






The remaining Five Thousand Seven Hundred Fifty-One and 67/100 Dollars ($5,751.67) shall be
held as the Security Deposit during the Term of the Lease, including any renewals or extensions
thereof. If Tenant is in default beyond the expiration of any applicable notice and cure period
prescribed under the Lease at anytime during the Term of this Lease, then Tenant’s right thereafter
to reduce the amount of the Security Deposit set forth hereinabove shall no longer apply and shall
become null and void and of no further force and effect.”



2. Tenant Improvements. Landlord shall, at Landlord’s sole cost and expense, on a
one-time basis using Building standard materials and finishes, (i) repaint the painted wall
surfaces in the Premises with one (1) coat of the paint, (ii) recarpet the carpeted portions of the
Premises, (iii) install a new glass suite entry door, and (iv) lay insulation across the top of the
partitions for the far right office only (collectively, the “Improvements”). Landlord and Tenant
shall mutually agree upon the paint color and carpet selection. Except as expressly provided in
this Paragraph 1, Landlord shall have no obligation to construct any tenant improvements to the
Premises on behalf of Tenant during the Term.



3. Option to Renew.



a. Subject to the provisions of Section 26, and provided that Tenant is not in default beyond
any applicable cure period at the time of Tenant’s exercise of the Option (as defined hereinafter)
or at the commencement of the extended term, Tenant shall have one (1) three (3) year Option to
renew this Lease (the “Option”). Tenant shall provide to Landlord on a date which is prior to the
date that the Option period would commence (if exercised) by at least two hundred seventy (270)
days and not more than three hundred sixty five (365) days, a written notice of the exercise of the
Option to extend the Lease for the additional Option term, time being of the essence. Such notice
shall be given in accordance with Section 40 of the Lease, as modified by Section 26. If
notification of the exercise of the Option is not so given and received, all Options granted
hereunder shall automatically expire. Base Rental applicable to the Premises for the Option term
shall be equal to the “Fair Market Rental” as hereinafter defined. Tenant’s Base Year shall be
revised and reset to be the calendar year in which the Option Term commences. All other terms and
conditions of the Lease shall remain the same, except that upon exercise of the Option, Tenant
shall have no further Options to renew this Lease.



b. If the Tenant exercises the Option, the Landlord shall determine the Fair Market Rental by
using its good faith judgment. Landlord shall provide Tenant with written notice of such amount
within fifteen (15) days after Tenant exercises its Option. Tenant shall have fifteen (15) days
(“Tenant’s Review Period”) after receipt of Landlord’s notice of the new base rent within which to
accept such rental. In the event Tenant fails to accept in writing such rental proposal by
Landlord, then such proposal shall be deemed rejected and Landlord and Tenant shall attempt to
agree upon such Fair Market Rental, using their best good faith efforts. If Landlord and Tenant
fail to reach agreement within fifteen (15) days following Tenant’s Review Period (“Outside
Agreement Date”) then the parties shall each within ten (10) days following the Outside Agreement
Date appoint a real estate broker who shall be licensed in the State of Maryland and who
specializes in the field of commercial office space leasing in the Rockville, Maryland market, has
at least five (5) years of experience and is recognized within the field as being reputable and
ethical. If one party does not timely appoint a broker, then the broker appointed by the other
party shall promptly appoint a broker for such party. Such two individuals shall each determine
within ten (10) days after their appointment such base rent. If such individuals do not agree on
Fair Market Rental, then the two individuals shall, within five (5) days, render separate written
reports of their determinations and together appoint a third similarly qualified individual having
the qualifications described above. If the two brokers are unable to agree upon a third broker,
the third broker shall be appointed by the President of the Montgomery County Board of Realtors.
In the event the Montgomery County Board of Realtors is no longer in existence, the third broker
shall be appointed by the President of its successor organization. If no successor organization is
in existence, the third broker shall be appointed by the Chief Judge of the Circuit Court of
Montgomery County, Maryland. The third individual shall within ten (10) days after his or her
appointment make a determination of such Fair Market Rental. The third individual shall determine
which of the determinations of the first two individuals is closest to his own and the
determination that is closest shall be final and binding upon the parties, and such determination
may be enforced in any court of competent jurisdiction. Landlord and Tenant shall each bear the
cost of its broker and shall share equally the cost of the third broker. Upon determination of the
base rent payable pursuant to this Section, the parties shall promptly execute an amendment to this
Lease stating the rent so determined.



c. The term “Fair Market Rental” shall mean the annual amount per rentable square foot that a
willing, comparable renewal tenant would pay and a willing, comparable landlord of a similar office
building would accept at arm’s length for similar space, giving appropriate consideration to the
following matters: (i) annual rental rates per rentable square foot; (ii) the type of escalation
clauses (including, without limitation, operating expenses, real estate taxes, and CPI) and the
extent of liability under the escalation clauses (i.e., whether determined on a “net lease” basis
or by increases over a particular base year or base dollar amount); (iii) rent abatement provisions
reflecting free rent and/or no rent during the lease term; (iv) length of lease term; (v) size and
location of premises being leased; (vi) the value of the tenant improvements; and (vii) other
generally applicable terms and conditions of tenancy for similar space; provided, however, Tenant
shall not be entitled to any tenant improvement or refurbishment allowance. The Fair Market Rental
may also designate periodic rental increases, a new Base Year and similar economic adjustments.
The Fair Market Rental shall be the Fair Market Rental in effect as of the beginning of the Option
period, even though the determination may be made in advance of that date, and the parties may use
recent trends in rental rates in determining the proper Fair Market Rental as of the beginning of
the Option period.



4. Signs. Notwithstanding anything to the contrary set forth in Section 46 of the
Lease, Landlord will provide, at Landlord’s sole cost and expense, suite entry signage and Building
lobby directory signage. The design, size, location and materials of such signage shall be in
accordance with Landlord’s standard Building signage package. The cost of any changes in the
Building standard graphics on the door to the Premises or the Building directory following their
initial installation are subject to Landlord’s approval and shall be paid by Tenant, at Tenant’s
sole cost and expense.


 


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EXHIBIT A




PREMISES




FLOOR PLAN




 


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EXHIBIT B




VERIFICATION LETTER




REGENERX BIOPHARMACEUTICALS, INC., a Delaware corporation (“Tenant”) hereby certifies that it
has entered into a lease with THE REALTY ASSOCIATES FUND V, L.P., a Delaware limited partnership
(“Landlord”) and verifies the following information as of the                      day of
                                        
,
20
 _____:



	 	 	 
	Number of Rentable Square Feet in Premises:

	 	                                    
                              
         
	 
	 	 
	Commencement Date:

	 	                                
                                  
         
	 
	 	 
	Lease Termination Date:

	 	                              
                                
             
	 
	 	 
	Tenant’s Share:

	 	                              
                               
              
	 
	 	 
	Initial Base Rent:

	 	                            
                              
                 
	 
	 	 
	Billing Address for Tenant:

	 	                            
                              
                 
	 
	 	 
	 

	 	                          
                             
                    
	 
	 	 
	 

	 	                          
                             
                    
	 
	 	 
	Attention:

	 	                           
                             
                   
	 
	 	 
	Telephone Number:

	 	                        
                           
                        
	 
	 	 
	Federal Tax I.D. No.:

	 	                         
                           
                       






Tenant acknowledges and agrees that all tenant improvements Landlord is obligated to make to
the Premises, if any, have been completed and that Tenant has accepted possession of the Premises
and that as of the date hereof, there exist no offsets or defenses to the obligations of Tenant
under the Lease. Tenant acknowledges that it has inspected the Premises and found them suitable
for Tenant’s intended commercial purposes.



	 	 	 	 	 
	 	 	TENANT
	 
	 	 	 	 
	 	 	REGENERX BIOPHARMACEUTICALS, INC.,
	 	 	a Delaware corporation
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(print name)
	 
	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	 
	 

	 	 	 	(print title)






ACKNOWLEDGED AND AGREED TO:



LANDLORD



	 	 	 	 	 	 	 	 	 	 	 
	THE REALTY ASSOCIATES FUND V, L.P.,	 	 
	a Delaware limited partnership	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:	 	Realty Associates Fund V LLC, a Massachusetts limited

liability company, general partner	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Realty Associates Advisors LLC, a Delaware limited

liability company, manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Realty Associates Advisors Trust, a 

Massachusetts business trust, manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 

[Officer]
	 	 







 


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EXHIBIT C




RULES AND REGULATIONS




GENERAL RULES




Tenant shall faithfully observe and comply with the following Rules and Regulations.



1. Tenant shall not alter any locks or install any new or additional locks or bolts on any doors
or windows of the Premises without obtaining Landlord’s prior written consent. Tenant shall bear
the cost of any lock changes or repairs required by Tenant. Keys required by Tenant must be
obtained from Landlord at a reasonable cost to be established by Landlord.



2. All doors opening to public corridors shall be kept closed at all times except for normal
ingress and egress to the Premises. Tenant shall assume any and all responsibility for protecting
the Premises from theft, robbery and pilferage, which includes keeping doors locked and other means
of entry to the Premises closed.



3. Landlord reserves the right to close and keep locked all entrance and exit doors of the
Project except during the Project’s normal hours of business as defined in Section 11.4 of the
Lease. Tenant, its employees and agents must be sure that the doors to the Project are securely
closed and locked when leaving the Premises if it is after the normal hours of business of the
Project. Tenant, its employees, agents or any other persons entering or leaving the Project at any
time when it is so locked, or any time when it is considered to be after normal business hours for
the Project, may be required to sign the Project register. Access to the Project may be refused
unless the person seeking access has proper identification or has a previously received
authorization for access to the Project. Landlord and its agents shall in no case be liable for
damages for any error with regard to the admission to or exclusion from the Project of any person.
In case of invasion, mob, riot, public excitement, or other commotion, Landlord reserves the right
to prevent access to the Project during the continuance thereof by any means it deems appropriate
for the safety and protection of life and property.



4. No furniture, freight or equipment of any kind shall be brought into the Project without
Landlord’s prior authorization. All moving activity into or out of the Project shall be scheduled
with Landlord and done only at such time and in such manner as Landlord designates. Landlord shall
have the right to prescribe the weight, size and position of all safes and other heavy property
brought into the Project and also the times and manner of moving the same in and out of the
Project. Safes and other heavy objects shall, if considered necessary by Landlord, stand on
supports of such thickness as is necessary to properly distribute the weight, and Tenant shall be
solely responsible for the cost of installing all supports. Landlord will not be responsible for
loss of or damage to any such safe or property in any case. Any damage to any part of the Project,
its contents, occupants or visitors by moving or maintaining any such safe or other property shall
be the sole responsibility and expense of Tenant.



5. The requirements of Tenant will be attended to only upon application at the management office
for the Project or at such office location designated by Landlord. Tenant shall not ask employees
of Landlord to do anything outside their regular duties without special authorization from
Landlord.



6. Tenant shall not disturb, solicit, or canvass any occupant of the Project and shall cooperate
with Landlord and its agents to prevent the same. Tenant, its employees and agents shall not
loiter in or on the entrances, corridors, sidewalks, lobbies, halls, stairways, elevators, or any
Common Areas for the purpose of smoking tobacco products or for any other purpose, nor in any way
obstruct such areas, and shall use them only as a means of ingress and egress for the Premises.
Smoking shall not be permitted in the Common Areas.



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



8. Except for vending machines intended for the sole use of Tenant’s employees and invitees, no
vending machine or machines other than fractional horsepower office machines shall be installed,
maintained or operated upon the Premises without the written consent of Landlord.



9. Tenant shall not use or keep in or on the Premises or the Project any kerosene, gasoline or
other inflammable or combustible fluid or material. Tenant shall not bring into or keep within the
Premises or the Project any animals (except for animals used by the handicapped or disabled),
birds, bicycles or other vehicles.



10. Tenant shall not use, keep or permit to be used or kept, any foul or noxious gas or substance
in or on the Premises, or permit or allow the Premises to be occupied or used in a manner offensive
or objectionable to Landlord or other occupants of the Project by reason of noise, odors, or
vibrations, or to otherwise interfere in any way with the use of the Project by other tenants.



11. No cooking shall be done or permitted on the Premises, nor shall the Premises be used for the
storage of merchandise, for loading or for any improper, objectionable or immoral purposes.
Notwithstanding the foregoing, Underwriters’ Laboratory approved equipment and microwave ovens may
be used in the Premises for heating food and brewing coffee, tea, hot chocolate and similar
beverages for employees and visitors of Tenant, provided that such use is in accordance with all
applicable federal, state and city laws, codes, ordinances, rules and regulations; and provided
further that such cooking does not result in odors escaping from the Premises.



12. Landlord shall have the right to approve where and how telephone wires are to be introduced
to the Premises. No boring or cutting for wires shall be allowed without the consent of Landlord.
The location of telephone call boxes and other office equipment affixed to the Premises shall be
subject to the approval of Landlord. Tenant shall not mark, drive nails or screws, or drill into
the partitions, woodwork or plaster contained in the Premises or in any way deface the Premises or
any part thereof without Landlord’s prior written consent. Tenant shall not install any radio or
television antenna, satellite dish, loudspeaker or other device on the roof or exterior walls of
the Project. Tenant shall not interfere with broadcasting or reception from or in the Project or
elsewhere.



13. Landlord reserves the right to exclude or expel from the Project any person who, in the
judgment of Landlord, is intoxicated or under the influence of liquor or drugs, or who shall in any
manner do any act in violation of any of these Rules and Regulations.



14. Tenant shall not waste electricity, water or air conditioning and agrees to cooperate fully
with Landlord to ensure the most effective operation of the Project’s heating and air conditioning
system, and shall refrain from attempting to adjust any controls. Tenant shall not without the
prior written consent of Landlord use any method of heating or air conditioning other than that
supplied by Landlord.


 


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



16. Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency.



17. No awnings or other projection shall be attached to the outside walls or windows of the
Project by Tenant. No curtains, blinds, shades or screens shall be attached to or hung in any
window or door of the Premises without the prior written consent of Landlord. All electrical
ceiling fixtures hung in the Premises must be fluorescent and/or of a quality, type, design and
bulb color approved by Landlord. Tenant shall abide by Landlord’s regulations concerning the
opening and closing of window coverings which are attached to the windows in the Premises. The
skylights, windows, and doors that reflect or admit light and air into the halls, passageways or
other public places in the Project shall not be covered or obstructed by Tenant, nor shall any
bottles, parcels or other articles be placed on the windowsills.



18. Tenant shall not employ any person or persons other than the janitor of Landlord for the
purpose of cleaning the Premises unless otherwise agreed to in writing by Landlord. Except with
the prior written consent of Landlord, no person or persons other than those approved by Landlord
shall be permitted to enter the Project for the purpose of cleaning same. Landlord shall in no way
be responsible to Tenant for any loss of property on the Premises, however occurring, or for any
damage done to the effects of Tenant or any of its employees or other persons by the janitor of
Landlord. Janitor service shall include ordinary dusting and cleaning by the janitor assigned to
such work and shall not include cleaning of carpets or rugs, except normal vacuuming, or moving of
furniture and other special services. Window cleaning shall be done only by Landlord at reasonable
intervals and as Landlord deems necessary.



PARKING RULES




1. Parking areas shall be used only for parking by vehicles no longer than full size, passenger
automobiles herein called “Permitted Size Vehicles”.



2. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or
Tenant’s employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked
in areas other than those designated by Landlord for such activities. Users of the parking area
will obey all posted signs and park only in the areas designated for vehicle parking.



3. If applicable, parking stickers or identification devices shall be the property of Landlord
and shall be returned to Landlord by the holder thereof upon termination of the holder’s parking
privileges. Tenant will pay such replacement charges as is reasonably established by Landlord for
the loss of such devices. Loss or theft of parking identification stickers or devices from
automobiles must be reported to the parking operator immediately. Any parking identification
stickers or devices reported lost or stolen found on any unauthorized car will be confiscated and
the illegal holder will be subject to prosecution.



4. Landlord reserves the right to relocate all or a part of parking spaces from floor to floor,
within one floor, and/or to reasonably adjacent off site locations(s), and to allocate them between
compact and standard size and tandem spaces, as long as the same complies with applicable laws,
ordinances and regulations.



5. Unless otherwise instructed, every person using the parking area is required to park and lock
his own vehicle. Landlord will not be responsible for any damage to vehicles, injury to persons or
loss of property, all of which risks are assumed by the party using the parking area.



6. Validation of visitor parking, if established, will be permissible only by such method or
methods as Landlord may establish at rates determined by Landlord, in Landlord’s sole discretion.



7. The maintenance, washing, waxing or cleaning of vehicles in the parking structure or Common
Areas is prohibited.



8. Tenant shall be responsible for seeing that all of its employees, agents and invitees comply
with the applicable parking rules, regulations, laws and agreements. Garage managers or attendants
are not authorized to make or allow any exceptions to these Parking Rules and Regulations. Landlord
reserves the right to terminate parking rights for any person or entity that willfully refuses to
comply with these rules and regulations.



9. Every driver is required to park his own car. Where there are tandem spaces, the first car
shall pull all the way to the front of the space leaving room for a second car to park behind the
first car. The driver parking behind the first car must leave his key with the parking attendant.
Failure to do so shall subject the driver of the second car to a Fifty Dollar ($50.00) fine.
Refusal of the driver to leave his key when parking in a tandem space shall be cause for
termination of the right to park in the parking facilities. The parking operator, or his employees
or agents, shall be authorized to move cars that are parked in tandem should it be necessary for
the operation of the garage. Tenant agrees that all responsibility for damage to cars or the theft
of or from cars is assumed by the driver, and further agrees that Tenant will hold Landlord
harmless for any such damages or theft.



10. No vehicles shall be parked on the parking surface overnight. The parking surface shall only
be used for daily parking and no vehicle or other property shall be stored in a parking space.



Landlord reserves the right at any time to change or rescind any one or more of these Rules
and Regulations, or to make such other and further reasonable Rules and Regulations as in
Landlord’s judgment may from time to time be necessary for the management, safety, care and
cleanliness of the Project, and for the preservation of good order therein, as well as for the
convenience of other occupants and tenants therein. Landlord may waive any one or more of these
Rules and Regulations for the benefit of any particular tenant, but no such waiver by Landlord
shall be construed as a waiver of such Rules and Regulations in favor of any other tenant, nor
prevent Landlord from thereafter enforcing any such Rules or Regulations against any or all tenants
of the Project. Tenant shall be deemed to have read these Rules and Regulations and to have agreed
to abide by them as a condition of its occupancy of the Premises.




 


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