exv10w33






Exhibit 10.33




OFFICE LEASE




BETWEEN



FORD MOTOR LAND DEVELOPMENT CORPORATION, LANDLORD



AND



SPHERIS OPERATIONS INC., TENANT



 









 





TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 

	Section 1:	 	Basic Definitions and Provisions	 	 	 	 
	 	 	a.	 	Premises
	 	 	 	 
	 	 	b.	 	Term
	 	 	 	 
	 	 	c.	 	Permitted Use
	 	 	 	 
	 	 	d.	 	Occupancy Limitation
	 	 	 	 
	 	 	e.	 	Base Rent
	 	 	 	 
	 	 	f.	 	Rent Payment Address
	 	 	 	 
	 	 	g.	 	Security Deposit
	 	 	 	 
	 	 	h.	 	Business Hours
	 	 	 	 
	 	 	i.	 	Electrical Service
	 	 	 	 
	 	 	j.	 	After Hours HVAC Rate
	 	 	 	 
	 	 	k.	 	Parking
	 	 	 	 
	 	 	1.	 	Construction Fee
	 	 	 	 
	 	 	m.	 	Notice Addresses
	 	 	 	 
	 	 	n.	 	Broker
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 2.	 	Leased Premises	 	 	 	 
	 	 	a.	 	Premises
	 	 	 	 
	 	 	b.	 	Rentable Square Foot Determination and Tenant’s Proportionate Share
	 	 	 	 
	 	 	c.	 	Common Areas
	 	 	 	 
	 	 	d.	 	Building
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 3:	 	Term	 	 	 	 
	 	 	a.	 	Commencement and Expiration Dates
	 	 	 	 
	 	 	b.	 	Possession Date
	 	 	 	 
	 	 	c.	 	Notice of Completion of Tenant Improvements
	 	 	 	 
	 	 	d.	 	Substantial Completion
	 	 	 	 
	 	 	e.	 	Early Occupancy
	 	 	 	 
	 	 	f.	 	Right to Occupy
	 	 	 	 
	 	 	g.	 	Commencement Agreement
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 4:	 	Use	 	 	 	 
	 	 	a.	 	Permitted Use
	 	 	 	 
	 	 	b.	 	Prohibited Uses
	 	 	 	 
	 	 	c.	 	Prohibited Equipment in Premises
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 5:	 	Rent	 	 	 	 
	 	 	a.	 	Payment Obligations
	 	 	 	 
	 	 	b.	 	Base Rent
	 	 	 	 
	 	 	c.	 	Additional Rent
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	Section 6:	 	Security Deposit	 	 	 	 
	 	 	a.	 	Amount of Deposit
	 	 	 	 
	 	 	b.	 	Application of Deposit
	 	 	 	 
	 	 	c.	 	Refund of Deposit
	 	 	 	 
	 	 	d.	 	Letter of Credit Option
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 7:	 	Services by Landlord	 	 	 	 
	 	 	a.	 	Base Services
	 	 	 	 
	 	 	b.	 	Landlord’s Maintenance
	 	 	 	 
	 	 	c.	 	No Abatement
	 	 	 	 
	 	 	d.	 	Tenant’s Obligation to Report Defects
	 	 	 	 
	 	 	e.	 	Limitation on Landlord’s Liability
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 8:	 	Tenant’s Acceptance and Maintenance of Premises	 	 	 	 
	 	 	a.	 	Acceptance of Premises
	 	 	 	 
	 	 	b.	 	Move-in Obligations
	 	 	 	 
	 	 	c.	 	Tenant’s Maintenance
	 	 	 	 
	 	 	d.	 	Alterations to Premises
	 	 	 	 
	 	 	e.	 	Restoration of Premises
	 	 	 	 
	 	 	f.	 	Landlord’s Performance of Tenant’s Obligations
	 	 	 	 
	 	 	g.	 	Construction Liens
	 	 	 	 
	 	 	h.	 	Communications Compliance
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 9:	 	Property of Tenant	 	 	 	 
	 	 	a.	 	Property Taxes
	 	 	 	 
	 	 	b.	 	Removal
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 10:	 	Signs	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 11:	 	Access to Premises	 	 	 	 
	 	 	a.	 	Tenant’s Access
	 	 	 	 
	 	 	b.	 	Landlord’s Access
	 	 	 	 
	 	 	c.	 	Emergency Access
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 12:	 	Tenant’s Compliance	 	 	 	 
	 	 	a.	 	Laws
	 	 	 	 
	 	 	b.	 	Rules and Regulations
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 13:	 	ADA Compliance	 	 	 	 
	 	 	a.	 	Tenant’s Compliance
	 	 	 	 
	 	 	b.	 	Landlord’s Compliance
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	c.	 	ADA Notices
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 14:	 	Insurance Requirements	 	 	 	 
	 	 	a.	 	Indemnification
	 	 	 	 
	 	 	b.	 	Tenant’s Insurance
	 	 	 	 
	 	 	c.	 	Tenant’s Property Insurance
	 	 	 	 
	 	 	d.	 	Certificates of Insurance
	 	 	 	 
	 	 	e.	 	Mutual Waiver of Subrogation
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 15:	 	Indemnity	 	 	 	 
	 	 	a.	 	Indemnity
	 	 	 	 
	 	 	b.	 	Defense Obligation
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 16:	 	Quiet Enjoyment	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 17:	 	Subordination; Attornment; Non-Disturbance; and Estoppel Certificate	 	 	 	 
	 	 	a.	 	Subordination and Attornment
	 	 	 	 
	 	 	b.	 	Non-Disturbance
	 	 	 	 
	 	 	c.	 	Estoppel Certificates
	 	 	 	 
	 	 	d.	 	Attorney in Fact
	 	 	 	 
	 	 	e.	 	Modifications Requested by Lender
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 18:	 	Assignment — Sublease	 	 	 	 
	 	 	a.	 	Landlord Consent
	 	 	 	 
	 	 	b.	 	Definition of Assignment
	 	 	 	 
	 	 	c.	 	Permitted Assignments/Subleases
	 	 	 	 
	 	 	d.	 	Notice to Landlord
	 	 	 	 
	 	 	e.	 	Prohibited Assignments/Sublease
	 	 	 	 
	 	 	f.	 	Limitation on Rights of Assignee/Sublessee
	 	 	 	 
	 	 	g.	 	Tenant Not Released
	 	 	 	 
	 	 	h.	 	Landlord’s Right to Collect Sublease Rents Upon Tenant Default
	 	 	 	 
	 	 	i.	 	Excess Rents
	 	 	 	 
	 	 	j.	 	Landlord’s Fees
	 	 	 	 
	 	 	k.	 	Unauthorized Assignment or Sublease
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 19:	 	Damages to Premises	 	 	 	 
	 	 	a.	 	Landlord’s Restoration Obligations
	 	 	 	 
	 	 	b.	 	Termination of Lease by Landlord
	 	 	 	 
	 	 	c.	 	Termination of Lease by Tenant
	 	 	 	 
	 	 	d.	 	Tenant’s Restoration Obligations
	 	 	 	 
	 	 	e.	 	Rent Abatement
	 	 	 	 
	 	 	f.	 	Waiver of Claims
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	Section 20:	 	Eminent Domain	 	 	 	 
	 	 	a.	 	Effect on Lease
	 	 	 	 
	 	 	b.	 	Right to Condemnation Award
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 21:	 	Environmental Compliance	 	 	 	 
	 	 	a.	 	Hazardous Material
	 	 	 	 
	 	 	b.	 	Hazardous Material Laws
	 	 	 	 
	 	 	c.	 	Indemnity
	 	 	 	 
	 	 	d.	 	Tenant’s Covenants
	 	 	 	 
	 	 	e.	 	Inspections by Landlord
	 	 	 	 
	 	 	f.	 	Property
	 	 	 	 
	 	 	g.	 	Tenant’s Liability after Termination of Lease
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 22:	 	Default	 	 	 	 
	 	 	a.	 	Tenant’s Default
	 	 	 	 
	 	 	b.	 	Landlord’s Remedies
	 	 	 	 
	 	 	c.	 	Landlord’s Expenses
	 	 	 	 
	 	 	d.	 	Remedies Cumulative
	 	 	 	 
	 	 	e.	 	No Accord and Satisfaction
	 	 	 	 
	 	 	f.	 	No Reinstatement
	 	 	 	 
	 	 	g.	 	Summary Ejectment
	 	 	 	 
	 	 	h.	 	Surrender
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 23:	 	Multiple Defaults	 	 	 	 
	 	 	a.	 	Loss of Option Rights
	 	 	 	 
	 	 	b.	 	Increased Security Deposit
	 	 	 	 
	 	 	c.	 	Effect on Notice Rights and Cure Periods
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 24:	 	Bankruptcy	 	 	 	 
	 	 	a.	 	Trustee’s Rights
	 	 	 	 
	 	 	b.	 	Adequate Assurance
	 	 	 	 
	 	 	c.	 	Assumption of Lease Obligations
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 25:	 	Notices	 	 	 	 
	 	 	a.	 	Addresses
	 	 	 	 
	 	 	b.	 	Form; Delivery; Receipt
	 	 	 	 
	 	 	c.	 	Address Changes
	 	 	 	 
	 	 	d.	 	Notice by Legal Counsel
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 26:	 	Holding Over	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 27:	 	Intentionally Deleted	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	Section 28:	 	Broker’s Commissions	 	 	 	 
	 	 	a.	 	Broker
	 	 	 	 
	 	 	b.	 	Landlord’s Obligation
	 	 	 	 
	 	 	c.	 	Indemnity
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 29:	 	Miscellaneous	 	 	 	 
	 	 	a.	 	No Agency
	 	 	 	 
	 	 	b.	 	Force Majeure
	 	 	 	 
	 	 	c.	 	Building Standard Improvements
	 	 	 	 
	 	 	d.	 	Limitation on Damages
	 	 	 	 
	 	 	e.	 	Satisfaction of Judgments Against Landlord
	 	 	 	 
	 	 	f.	 	Interest
	 	 	 	 
	 	 	g.	 	Legal Costs
	 	 	 	 
	 	 	h.	 	Sale of Premises or Building
	 	 	 	 
	 	 	i.	 	Time of the Essence
	 	 	 	 
	 	 	j.	 	Transfer of Security Deposit
	 	 	 	 
	 	 	k.	 	Tender of Premises
	 	 	 	 
	 	 	l.	 	Tenant’s Financial Statements 
	 	 	 	 
	 	 	m.	 	Recordation
	 	 	 	 
	 	 	n.	 	Partial Invalidity
	 	 	 	 
	 	 	o.	 	Binding Effect
	 	 	 	 
	 	 	p.	 	Entire Agreement
	 	 	 	 
	 	 	q.	 	Good Standing
	 	 	 	 
	 	 	r.	 	Terminology
	 	 	 	 
	 	 	s.	 	Headings
	 	 	 	 
	 	 	t.	 	Choice of Law
	 	 	 	 
	 	 	u.	 	Effective Date
	 	 	 	 
	 	 	v.	 	Designation of Representatives
	 	 	 	 
	 	 	w.	 	Execution
	 	 	 	 
	 	 	x.	 	No Light, Air or View Easement
	 	 	 	 
	 	 	y.	 	Landlord’s Right to Grant Easements
	 	 	 	 
	 	 	z.	 	No Waiver
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 30:	 	Special Conditions	 	 	 	 
	 	 	a.	 	Renewal Option
	 	 	 	 
	 	 	b.	 	Right of First Offer
	 	 	 	 
	 	 	c.	 	Personal Property
	 	 	 	 
	 	 	d.	 	Approval by Industrial Development Board of Williamson
County, Tennessee
	 	 	 	 
	 	 	 	 	 
	 	 	 	 
	Section 31:	 	Addendum and Exhibits	 	 	 	 
	 	 	a.	 	Addendum
	 	 	 	 
	 	 	b.	 	Exhibit A — Premises
	 	 	 	 






 









 






	 	 	 	 	 	 	 	 	 

	 	 	c.	 	Exhibit A-l — Workletter
	 	 	 	 
	 	 	d.	 	Exhibit B — Rules & Regulations
	 	 	 	 
	 	 	e.	 	Exhibit C — Commencement Agreement
	 	 	 	 
	 	 	f.	 	Exhibit D — Janitorial Services
	 	 	 	 
	 	 	g.	 	Exhibit E — License Agreement
	 	 	 	 
	 	 	h.	 	Exhibit F — Bill of Sale
	 	 	 	 
	 	 	i.	 	Exhibit G — Work Letter
	 	 	 	 







 











 





State of Tennessee       :




County of Williamson :




OFFICE LEASE




     THIS LEASE (“Lease”), made this ____ day of June, 2006, by and between
FORD
MOTOR LAND DEVELOPMENT CORPORATION, a Delaware corporation (“Landlord”) and SPHERIS OPERATIONS
INC., a Tennessee corporation, (“Tenant”), provides as follows:



     1. BASIC DEFINITIONS AND PROVISIONS. The following basic definitions and provisions apply to
this Lease:



	 	 	 	 	 	 	 

	a

	 	Premises	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Rentable Square Feet:
	 	70,209
	 
	 	 	 	 	 	 
	 

	 	 	 	Tenant’s Proportionate Share:
	 	14.25%
	 
	 	 	 	 	 	 
	 

	 	 	 	Building/Floors:
	 	Floor 1 (20,969 rsf), Floor 2 (23,606
rsf) and Floor 3 (23,876 rsf), in
Building C and a portion of the
existing Data Center (1,758 RSF) on
Floor 1 in Building A* of the Office
Complex
	 
	 	 	 	 	 	 
	 

	 	 	 	Street Address:
	 	9009 Carothers Parkway
	 
	 	 	 	 	 	 
	 

	 	 	 	City/County:
	 	Franklin, Williamson
	 
	 	 	 	 	 	 
	 

	 	 	 	State/Zip Code:
	 	Tennessee 37067
	 
	 	 	 	 	 	 
	*   The portion of floor 1 in building
A
that is included in the Premises is
cross-hatched on the Exhibit A-3
attached hereto. Said space is
sometimes referenced to herein as the
“Data Center”

	 
	 	 	 	 	 	 
	b

	 	Term.	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	FLOOR 2 AND FLOOR 3 of
Building C and DATA
CENTER in Building A:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Number of Months:
	 	120
	 
	 	 	 	 	 	 
	 

	 	 	 	Est. Commencement Date:
	 	October 15, 2006
	 
	 	 	 	 	 	 
	 

	 	 	 	Est. Expiration Date:
	 	October 31, 2016
	 
	 	 	 	 	 	 
	 

	 	 	 	Extension Term:
	 	(2) 60-month Extension Terms






1









 






	 	 	 	 	 	 	 

	 

	 	 	 	FLOOR 1 of Building C:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Number of Months :
	 	Up to 120 months, but no less than 108
months (depending on when the Commencement
Date for such space occurs)
	 
	 	 	 	 	 	 
	 

	 	 	 	Commencement Date:
	 	A date selected by Tenant upon written
notice to Landlord, provided that such
Commencement Date may be no later than the
first day of the thirteenth (13th) month
after the actual Commencement Date for
Floor 2 and Floor 3
	 
	 	 	 	 	 	 
	 

	 	 	 	Est. Expiration Date:
	 	October 31, 2016
	 
	 	 	 	 	 	 
	 

	 	 	 	Extension Terms:
	 	(2) 60-month Extension Terms
	 
	 	 	 	 	 	 
	c.

	 	Permitted

Use
	 	 	 	(i) Medical transcription technology
and services, office and administrative
functions, shipping and receiving, and/or
(ii) general office use.
	 
	 	 	 	 	 	 
	d

	 	Occupancy

Limitation:
	 	 	 	No more than 5 persons per one
thousand (1,000) rentable square feet.






     e. Base Rent. The minimum base rent for the Term is payable in monthly installments on or
before the 1st day of each month during the Lease Term in accordance with the following Base Rent
Schedule:



     Floor 1*, Floor 2 and Floor 3, Building C and Data Center, Building A:



	 	 	 	 	 	 	 	 	 
	MONTHS	 	ANNUAL BASE RENT/RSF	 	MONTHLY RENT
	 
	 	 	 	 	 	 	 	 
	Months 1-6
	 	$	0.00	 	 	$	0.00	 
	Months 7-12
	 	$	19.50	 	 	$	80,015.00	**
	Months 13-24
	 	$	20.00	 	 	$	117,015.00	 
	Months 25-36
	 	$	20.50	 	 	$	119,940.38	 
	Months 37-48
	 	$	21.00	 	 	$	122,865.75	 
	Months 49-60
	 	$	21.50	 	 	$	125,791.13	 
	Months 61-72
	 	$	22.00	 	 	$	128,716.50	 
	Months 73-84
	 	$	22.50	 	 	$	131,641.88	 
	Months 85-96
	 	$	23.00	 	 	$	134,567.25	 
	Months 97-108
	 	$	23.50	 	 	$	137,492.63	 
	Months 109-120
	 	$	24.00	 	 	$	140,418.00	 








 




			
	*	 	Base Rent for Floor 1 (when the same commences) shall be at
the then escalated Base Rent rate for the remainder of the Leased Premises;
provided, however, that Tenant shall pay no Base Rent with respect to




2









 







			
	 	 	Floor 1 until the earlier of (a) the date that is six (6) months after the
Commencement Date for Floor 1, or (b) the first day of the thirteenth
(13th) month of the Term.
	 
	**	 	This rental amount for months 7-12 does not include any rent with
respect to Floor 1. Accordingly, this rental amount shall increase with
respect to any month (during months 7 through 12, inclusive) in which Base
Rent is required to be paid with respect to Floor 1, the amount of such
increase to be equal to $34,074.63 (prorated for any partial month).
	 
	 	 	Extension Term Base Rent: The Fair Market Rental Value, as determined in
Section 30 a, for each Extension Term.





	 	 	 	 	 

	f.

	 	Rent Payment Address.
	 	FORD MOTOR LAND DEVELOPMENT
CORPORATION

Dept. 186-01 PO Box

67000 Detroit, MI

48267-0186






	 	 	 	 	 	 	 	 	 

	g.

	 	Security Deposit.
	 	Months
	 	Balance

	 

	 	 	 	1-12
	 	$	500,000	 
	 

	 	 	 	13-24
	 	$	400,000	 
	 

	 	 	 	25-36
	 	$	300,000	 
	 

	 	 	 	37-48
	 	$	200,000	 
	 

	 	 	 	49-60
	 	$	100,000	 





Tenant shall provide Landlord a cash security deposit, or equivalent letter of credit per the
terms of Letter of Credit Option in 6.(d) below, (the “Security Deposit”) in an amount equal Five
Hundred Thousand Dollars ($500,000) within fifteen (15) days of Lease execution. This Security
Deposit shall be reduced by One Hundred Thousand Dollars ($100,000.00) per year of Term until
Landlord retains One Hundred Thousand Dollars ($100,000.00) to be held until the expiration of the
sixtieth (60th) month of Term at which time, provided Tenant is not in Default,
Landlord shall waive Tenant’s obligation and return to Tenant any held Security Deposit. In the
event at any time during the Term Tenant provides audited financial statements demonstrating
shareholder equity, in accordance with generally accepted accounting principles, in excess of One
Hundred Million Dollars ($100,000,000.00), Landlord shall waive any requirement for the Security
Deposit and return to Tenant any held Security Deposit within thirty (30) days. Upon any such
waiver of Tenant’s obligation to maintain a Security Deposit, all terms and provisions of Article
6 hereof shall thereafter be null and void.




	 	 	 	 	 

	h.

	 	Business Hours.
	 	7:00 A.M. to 6:00 P.M. on Business Days and 8:00
A.M. to 1:00 P.M. on Saturdays.
The term “Business Day”
 shall mean
Monday through Friday, but
excludes the following
holidays or the days on
which the holidays are
designated for observance:
New Year’s Day, Memorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.






3









 






	 	 	 	 	 

	i.

	 	Electrical Service.
	 	No more than 4 watts per usable square foot for
convenience outlets and lighting.
	 
	 	 	 	 
	j.

	 	After Hours HVAC Rate.
	 	$35.00 per hour, per floor, with a minimum of two
(2) hours per occurrence.
	 
	 	 	 	 
	k.

	 	Parking.
	 	Unreserved; not to exceed 5 spaces per 1,000
rentable square feet.
	 
	 	 	 	 
	1.

	 	Construction Fee.
	 	Not Applicable
	 
	 	 	 	 
	m.

	 	Notice Addresses.	 	 
	 
	 	 	 	 
	 

	 	LANDLORD:
	 	FORD MOTOR LAND DEVELOPMENT
CORPORATION

330 Town Center Drive, Suite 1100

Dearborn, MI 48126

Phone: 313-323-3100 

Facsimile: 313-390-7488
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Ford Motor Company 

Office of the General Counsel

330 Town Center Drive, Suite 1100 

Dearborn, MI 48126 

Attn: Real Estate Counsel 

Phone #: 313-323-3000 

Facsimile #: 313-390-7488 

	 
	 	 	 	 
	 

	 	TENANT:
	 	SPHERIS OPERATIONS INC. 

720 Cool Springs Blvd., Suite 200 

Franklin, TN 37067 

Attn: Chief Administrative Officer 

Phone: 615-261-1500 

Facsimile #:615-261-1792
	 
	 	 	 	 
	 

	 	with a copy to:
	 	Bass Berry & Sims, PLC 

2700 AmSouth Center

315 Deaderick St.

Nashville, TN 37238-3001 

Attn: D. Mark Sheets, Esq.

Phone: 615-742-6258

Facsimile #: 615-742-2758






4









 






	 	 	 	 	 

	n.

	 	Broker.
	 	CB Richard Ellis 

150 4th Avenue North, Suite 2110 

Nashville, TN 37219 

Attn: Ms. Janet Sterchi 

Phone: (615) 248-1118 

Facsimile # (615) 255-4610 

	 
	 	 	 	 
	o.

	 	Buildings
	 	Building A and Building C of the Office Complex
as depicted and labeled as Building A and “Building
C” on the site plan attached hereto as Exhibit A-l
(the “Site Plan”)
	 
	 	 	 	 
	p.

	 	Office Complex
	 	The land described on Exhibit A-2 attached hereto,
together with all buildings (consisting of Buildings
A, B, C and D, as shown on the Site Plan and
consisting of 492,807 rentable square feet in the
aggregate) and other improvements located thereon.





     2. LEASED PREMISES.



     a. Premises. Landlord leases to Tenant and Tenant leases from Landlord the Premises
identified in Section 1a and as more particularly shown on Exhibit A, attached hereto. All of the
perimeter walls of the Premises, any balconies, terraces or roofs adjacent to the Premises
(including any installations on said walls, balconies, terraces and roofs), and any space in
and/or adjacent to the Premises used for shafts, stairways, stacks, pipes, conduits, ducts, mail
chutes, conveyors, pneumatic tubes, electric or other utilities, fans or other facilities (but
excluding such facilities that are reasonably intended to be occupied by Tenant for the Permitted
Use) of the Building and the use thereof, as well as access thereto through the Premises (upon
reasonable prior notice and at and for such times as shall not unreasonably interfere with
Tenant’s business) for the purpose of such use and the operation, improvement, replacement,
addition, repair, maintenance, or decoration thereof, are expressly reserved to Landlord.



     b. Rentable Square Foot Determination and Tenant’s Proportionate Share. The parties acknowledge that
all square foot measurements are approximate and agree that the square footage figures in Section
la shall be conclusive for all purposes with respect to this Lease. The term “Tenant’s
Proportionate Share” shall mean the percentage figure specified in Item 1a. Tenant’s Proportionate
Share has been computed on the basis of the rentable square feet area of the Premises divided by
the total rentable square feet of Buildings A, B, C and D of the Office Complex (the “Office
Complex Buildings”). In the event the final design of any of the Office Complex Buildings
(including any new buildings that may hereafter be constructed within the Office Complex) is
hereafter modified such that the rentable area of the Premises or the Office Complex Buildings
(including any new buildings that may hereafter be constructed within the Office Complex) differs
from the square footage set forth herein or in the event any new buildings are constructed within
the Office Complex, Landlord shall recalculate the rental square foot determination and Tenant’s
Proportionate Share based upon such modification or change for the remainder of the Term and shall
notify Tenant of such recomputed rentable square foot determination and Tenant’s Proportionate
Share.





5











 





     c. Common Areas. Tenant shall have non-exclusive access to (and use of) the common areas
of the Building and the Office Complex. The common areas generally include space that is not
included in portions of the building set aside for leasing to tenants or reserved for Landlord’s
exclusive use, including parking areas, driveways, building signs, landscaping, paving, sidewalks,
hallways, stairways, elevators, common entrances, lobbies, restrooms and other similar public
areas and access ways including such automobile parking lot facilities in the Building and/or the
Office Complex as Landlord may designate from time to time (“Common Areas”), provided that
Landlord shall have the right to eliminate, substitute and/or rearrange such areas which may
theretofore have been so designated as Landlord deems appropriate in its discretion; provided,
however, that in no event may Landlord take any such action that would permanently reduce the
available parking in the vicinity of the Building or permanently impair Tenant’s ingress and
egress to and from the Building. Landlord has the exclusive right to (i) designate the Common
Areas, (ii) change the designation of any Common Area and otherwise modify the Common Areas, and
(iii) permit special use of the Common Areas, including temporary exclusive use for special
occasions; provided, however, that in no event may Landlord take any such action that would
permanently reduce the available parking in the vicinity of the Building or permanently impair
Tenant’s ingress and egress to and from the Building. Tenant shall not unreasonably interfere with
the rights of others to use the Common Areas. All use of the Common Areas shall be subject to the
rules and regulations described in Section 12(b) hereof. Any temporary reduction of the available
parking in the vicinity of the Building or any temporary impairment of the ingress and egress to
and from the Building shall (x) occur only during cases of emergency or as reasonably necessary in
connection with any repairs, alterations or construction by Landlord, and (y) be accomplished in
such a manner to allow minimal interference with Tenant’s access to, and parking on, the Common
Areas to the extent practicable in light of the then-current situation.



     d. Building.
The term “Building” shall mean the buildings designated in
Item 1o and the land
and other real property in the parcel more particularly described on Exhibit “A” hereto, and all
other improvements on or appurtenances to said parcel. Landlord reserves the right to make such
changes, alterations, additions, improvements, repairs or replacements in or to the Building
(including the Premises) and the fixtures and equipment thereof, as well as in the street
entrances, halls, passages, elevators, escalators and stairways and other parts of the Building,
and to erect, maintain, and use pipes, ducts and conduits in and through the Premises, all as it
may reasonably deem necessary or desirable; provided, however, that (a) there be no unreasonable
obstruction of the means of access to the Premises or unreasonable interference with the use of
the Premises, and (b) in no event shall Landlord take any such action that would permanently
reduce available parking.



     3. TERM.



     a. Commencement and Expiration Dates. Section lb sets forth the Commencement Date for Floor 1, the
Estimated (Est.) Commencement Date for Floor 2 and Floor 3 in Building C and the Data Center in
Building A and the Estimated (Est.) Expiration Date. Notwithstanding the listing of such dates,
Landlord and Tenant hereby agree that (i) the actual Commencement Date with respect to Floor 2 and
Floor 3 in Building C and the Data Center in Building A shall be adjusted to be the date of
substantial completion (as defined below) of the Work (as defined below), (ii) the Commencement
Date with respect to Floor 1 shall be the date specified in



6









 







Tenant’s notice described in Section 1b above, but not later than September 1, 2007, and (iii) the
actual Expiration Date with respect to the entire Leased Premises shall be the date that is one
hundred twenty (120) months after the actual Commencement Date with respect to Floor 2 and Floor 3
in Building C and the Data Center in Building A; provided, however, that if such Expiration Date
is a date other than the last day of a month, then the Expiration Date shall be extended to the
last day of such month. The Lease Term or “Term” shall commence on the actual Commencement Date
for Floor 2 and Floor 3 in Building C and the Data Center in Building A and shall expire on the
actual Expiration Date described above, unless extended for one of more of the Extension Terms
described in Section lb above.



     b. Possession Date. Landlord anticipates that the Tenant Improvements (as defined in the
Workletter) will be substantially complete on or before Estimated Commencement Date for Floor 2
and Floor 3 in Building C and the Data Center in Building A. With the exception of Tenant Delays,
in the event the Improvements are not substantially completed by December 31, 2006, Tenant, at its
option, may terminate this Lease by providing notice of such termination to Landlord. For purposes
of this Lease, the Improvements shall be deemed to be substantially complete in accordance with
Paragraph 3d.



     c. Notice of Completion of Tenant Improvements. Landlord shall advise Tenant of the
anticipated date of substantial completion at least forty-five (45) days prior thereto.



     d. Substantial Completion. For purposes of this Lease the terms “substantial completion”,
“substantially complete” and terms of similar import shall mean that the first business day
following a weekend after the date that (1) the work has been completed in accordance with the
Workletter except for minor insubstantial details (“punch list items”) which do not affect the use
and occupancy of the space to which they relate (which punch list items shall be completed by
Landlord as soon as possible thereafter), (2) Landlord certifies to Tenant in writing that such
work has been so completed in accordance with the requirements set forth in the Workletter, and
(3) a temporary certificate of occupancy or certificate of occupancy has been issued for the space
and delivered to Tenant.



     e. Early Occupancy.




	 	(i)	 	Landlord shall permit Tenant and its agents to enter the Premises from
and after the date that is forty-five (45) days prior to the anticipated
Commencement Date (as set forth in the notice described in Section 3c
above), at the same time that Landlord’s contractors are working in the
space, in order that Tenant may install phone systems, cabling, furniture,
fixtures and equipment or perform other work through its own contractors
approved in advance (not to be unreasonably withheld) in writing by
Landlord. The foregoing license to enter prior to the Commencement Date is
conditioned upon Tenant’s workers and mechanics working in harmony and not
interfering with the labor employed by Landlord, Landlord’s mechanics or
contractors or with any other tenants or their contractors. Such license is
further conditioned upon Tenant complying with all the insurance
requirements contained in the Lease, together with worker’s compensation
insurance, and certificates of such insurance being furnished to Landlord
prior to entry upon the Premises. If any time such





7









 






	 	 	 	entry shall cause
disharmony or interference to other contractors or labor, to include
strikes or other work stoppages, this license may be immediately suspended
by Landlord upon notice to Tenant until such time as Landlord receives
reasonably satisfactory assurances that such disharmony or interference
shall cease. Such entry shall be deemed to be under all of the terms,
covenants, provisions, and conditions of the Lease except as to the
covenant to pay Rent. Landlord shall not be liable in any way for any
injury, loss or damage which may occur to any of Tenant’s personal
property, including, but not limited to, decorations, phone systems,
cabling, furniture, fixtures, equipment or installations so made prior to
the Commencement Date, the same being solely at Tenant’s risk. In addition,
Tenant agrees (i) any such entry by Tenant shall be at Tenant’s sole risk,
(ii) Tenant, together with its employees, agents and independent
contractors will be subject to and will work under the direction of
Landlord’s contractor, and (iii) Tenant and its agents and contractors
agree to comply with all applicable laws, regulations, permits and other
approvals required to perform its work during the early entry on the
Premises.
	 
	 	(ii)	 	At Tenant’s option upon written notice to Landlord, at any
time after the execution of this Lease, Tenant may elect to occupy and use
Floor 1 as interim space. Tenant’s use and occupancy of such space shall be
upon the same terms and conditions as are set forth in this Lease, except that
no Base Rent or Additional Rent shall be due or payable with respect thereto.
Tenant’s use and occupancy of Floor 1 shall not constitute or be deemed to be
the Commencement Date with respect to Floor 1 and shall not constitute the
commencement of the Lease Term; provided, however, that said
Commencement Date for Floor 1 shall automatically be deemed to have occurred
if Tenant shall fail to vacate and surrender its interim possession of Floor 1
by the date that is thirty (30) days after the actual Commencement Date for
Floor 2 and Floor 3.





     f. Right to Occupy. Tenant shall not occupy the Premises until Tenant has complied with all
of the following requirements to the extent applicable under the terms of this Lease: (i) delivery
of all certificates of insurance, (ii) payment of Security Deposit, if a Security Deposit is
indicated in Section 1 g, , and (iii) if Tenant is an entity, receipt of a good standing
certificate from the State where it was organized and a certificate of authority to do business in
the State in which the Premises are located (if different); provided, however, that the
requirement set forth in clause (iii) above shall not be a requirement for Tenant’s possession of
the Premises pursuant to Sections 3(b) or 3(e) above. Tenant’s failure to comply with these (or
any other conditions precedent to occupancy under the terms of this Lease) shall not delay the
Commencement Date.



     g. Commencement Agreement. The actual Commencement Date for Floor 2 and Floor 3 of Building
C, the Commencement Date for Floor 1 of Building C and Data Center, Building A, Term, and
Expiration Date shall be set forth in a Commencement Agreement similar to Exhibit C, attached
hereto, to be prepared by Landlord and executed by the parties.



8









 





     4. USE.



     a. Permitted Use. The Premises may be used only for Tenant’s Permitted Use as defined in
Section 1c and in accordance with the Occupancy Limitation as set forth in Section 1d.



     b. Prohibited Uses. Tenant shall not use the Premises:




	 	(i)	 	In violation of the restrictive covenants described in Section
9.10 of that certain Declaration of Protective Covenants and Owners
Association for Cool Springs East Side dated October 4, 1994, of record in
Book 1235, page 725, Register’s Office for Williamson County, Tennessee (the
“Protective Covenants”), a copy of which has been provided by Landlord to
Tenant, or in violation of the rules and regulations described in Section 12b
hereof;
	 
	 	(ii)	 	In any manner that constitutes a nuisance or trespass, or will
in any way violate any law, statute, ordinance or governmental rule or
regulation now in force or which may hereafter be enacted or promulgated,
	 
	 	(iii)	 	In any manner that will adversely affect or interfere with
any services required to be furnished by Landlord to Tenant, or to any other
tenants or occupants of the Building or with the proper and economical
rendition of any such service.
	 
	 	(iv)	 	In any manner that will in any way obstruct or interfere with
the rights of other tenants of the Building or injure them, or use or allow
the Premises to be used for any unlawful purpose, or commit or suffer to be
committed any waste in, on or about the Premises;
	 
	 	(v)	 	In any manner which increases any insurance premiums, or makes
such insurance unavailable to Landlord on the Building; provided that, in the
event of an increase in Landlord’s insurance premiums which results from
Tenant’s use of the Premises, Landlord may elect to permit the use and charge
Tenant for the increase in premiums, and Tenant’s failure to pay Landlord, on
demand, the amount of such increase shall be an event of default (in any
action or proceeding wherein Landlord and Tenant are parties, a schedule or
“make up” of rates applicable to the Building issued by the Tennessee
Insurance Bureau, or other similar body fixing such fire insurance rates,
shall be conclusive evidence of the facts therein stated and the several items
and charges in the fire insurance rates therein);
	 
	 	(vi)	 	In any manner that creates unusual demands for electricity,
heating or air conditioning (except as permitted by Section 4(c) below); or
	 
	 	(vii)	 	For any purpose except the Permitted Use, unless consented to
by Landlord in writing.





9









 






	 	(viii)	 	That shall cause or permit the use, generation, storage or disposal in or
about the Premises or the Building of any substances, materials or wastes
subject to regulation under Federal, State or local laws from time to time in
effect concerning hazardous, toxic or radioactive materials (excluding the
storage and use of normal cleaning supplies and office supplies customarily
used for the Permitted Use, all of which shall be permitted without Landlord’s
consent so long as such items are stored and used in compliance with
applicable environmental laws), unless Tenant shall have received Landlord’s
prior written consent, which Landlord may withhold or at any time revoke in
its sole discretion.





     c. Prohibited Equipment in Premises. Tenant shall not install any equipment in the Premises
that places unusual demands on the electrical, heating or air conditioning systems (“High Demand
Equipment”) without Landlord’s prior written consent. No such consent will be given if Landlord
determines, in its opinion, that such equipment may not be safely used in the Premises or that
electrical service is not adequate to support the equipment. Landlord’s consent may be
conditioned, without limitation, upon separate metering of the High Demand Equipment and Tenant’s
payment of all engineering, equipment, installation, maintenance, removal and restoration costs
and utility charges associated with the High Demand Equipment and the separate meter. If High
Demand Equipment used in the Premises by Tenant affect the temperature otherwise maintained by the
heating and air conditioning system, Landlord shall have the right to install supplemental air
conditioning units in the Premises with the cost of engineering, installation, operation and
maintenance of the units to be paid by Tenant. All costs and expenses relating to High Demand
Equipment and Landlord’s administrative costs (such as reading meters and calculating invoices)
shall be Additional Rent, payable by Tenant upon demand. Notwithstanding the above, the Tenant
shall be permitted to install High Demand Equipment in the Data Center in Building A, subject to
Landlord’s review and approval, which shall not be unreasonably withheld.



     5. RENT.



     a. Payment Obligations. Tenant shall pay Base Rent and Additional Rent (collectively, “Rent”)
on or before the first day of each calendar month during the Term, as follows:




	 	(i)	 	Rent payments shall be sent to the Rent Payment Address set
forth in Section 1f.
	 
	 	(ii)	 	Rent shall be paid without previous demand or notice and
without set off or deduction. Tenant’s obligation to pay Rent under this Lease
is completely separate and independent from any of Landlord’s obligations
under this Lease.
	 
	 	(iii)	 	If the Term commences on a day other than the first day of a
calendar month, then Rent for such month shall be (i) prorated for the period
between the Commencement Date and the last day of the month in which




10









 












	 	 	 	the Commencement Date falls, and (ii) due and payable on the Commencement
Date.
	 
	 	(iv)	 	For each Rent payment Landlord receives after the fifth (5th)
day of the month, Landlord shall be entitled to a late charge in the amount of
five percent (5%) of all delinquent amounts.
	 
	 	(v)	 	If Landlord presents Tenant’s check to any bank and Tenant has
insufficient funds to pay for such check, then Landlord shall be entitled to
all default remedies provided under the terms of this Lease and the maximum
lawful bad check fee or five percent (5%) of the amount of such check,
whichever amount is less.





     b. Base Rent. Tenant
 shall pay Base Rent as set forth in Section 1e.



     c. Additional Rent In addition to Base Rent, Tenant shall pay as rent all sums and charges
due and payable by Tenant under this Lease (“Additional Rent”), including, but not limited to, the
following:




	 	(i)	 	Tenant’s Proportionate Share of the increase in Landlord’s
Operating Expenses as set forth in the Addendum; and
	 
	 	(ii)	 	Any sales or use tax imposed on rents collected by Landlord or
any tax on rents in lieu of ad valorem taxes on the Building, even though laws
imposing such taxes attempt to require Landlord to pay the same; provided,
however, if any such sales or use tax are imposed on Landlord and Landlord is
prohibited by applicable law from collecting the amount of such tax from
Tenant as Additional Rent, then Landlord and Tenant shall amend this Lease in
order to increase the Base Rent by an amount sufficient to cover Tenant’s
obligation with respect to such taxes; provided, however, that if such
an amendment shall not be effective to avoid such tax, then Landlord, upon
sixty (60) days prior notice to Tenant, may terminate this Lease.





     6. SECURITY DEPOSIT.



     a. Amount of Deposit. Until such time as Tenant’s obligation to maintain a Security Deposit
is waived pursuant to Section 1g above, Tenant shall deposit with Landlord a Security Deposit in
the amount set forth in Section 1g, which sum Landlord shall retain as security for the
performance by Tenant of each of its obligations hereunder. Landlord shall not be required to keep
the Security Deposit separate from its general accounts.



11









 





     b. Application of Deposit. If Tenant at any time fails to perform any of its obligations
under this Lease, including its Rent or other payment obligations, its restoration obligations, or
its insurance and indemnity obligations, then Landlord may, at its option, apply the Security
Deposit (or any portion) to cure Tenant’s default or to pay for damages caused by Tenant’s
default. If the Lease has been terminated, then Landlord may apply the Security Deposit (or any
portion) against the damages incurred as a consequence of Tenant’s breach. The application of the
Security Deposit shall not limit Landlord’s remedies for default under the terms of this Lease. If
Landlord depletes the Security Deposit, in whole or in part, prior to the Expiration Date or any
termination of this Lease, then Tenant shall restore immediately the amount so used by Landlord.



     c. Refund of Deposit. Except to the extent that (i) Landlord uses the Security Deposit to
cure a default of Tenant, to pay damages for Tenant’s breach of the Lease, or to restore the
Premises to the condition to which Tenant is required to leave the Premises upon the expiration or
any termination of the Lease, and (ii) such amounts are not replenished by Tenant, then Landlord
shall, within sixty (60) days after the Expiration Date or any termination of this Lease, refund
to Tenant the Security Deposit. Tenant may not credit the Security Deposit against any month’s
Rent. Upon any reduction of the required Security Deposit amount, as set forth in Section 1(g),
Landlord shall, within thirty (30) days after any such reduction, refund to Tenant that portion of
the Security Deposit as is necessary to reduce the Security Deposit to the required amount.



     d. Letter of Credit Option.




	 	(i)	 	At Tenant’s election, in lieu of the Security Deposit in the
amounts indicated in Item lg for years 1-5 (i.e. through the fifth anniversary
of the
actual Commencement Date for Floor 2 and Floor 3), Tenant at any time
simultaneously with, or following the execution of this Lease, shall
deliver to Landlord an irrevocable letter of credit payable in Dearborn,
Michigan running in favor of Landlord issued by a bank under the
supervision of the State of Michigan or a National Banking Association, in
the amounts indicated in lg. The letter of credit shall be irrevocable for
the term thereof and shall provide that it is automatically renewed for
successive 1- year periods without any action whatsoever on the part of
Landlord; provided that the issuing bank shall have the right not to renew
said letter of credit on written notice to Landlord not less than 60 days
prior to the expiration of the then current term thereof (it being
understood, however, that the privilege of the issuing bank not to renew
said letter of credit shall not, in any event, diminish the obligation of
Tenant to maintain such irrevocable letter of credit (or a Security
Deposit) with Landlord through the expiration of the fifth (5th)
year of the term hereof.
	 
	 	(ii)	 	The form and terms of the letter of credit (and the bank
issuing the same) shall be reasonably acceptable to Landlord and shall
provide, among other things, in effect that:






	 	(A)	 	Landlord or its managing agent shall have the right to draw down an
amount up to the face amount of the letter of credit upon the





12









 






	 	 	 	presentation to the issuing bank of Landlord’s statement that such amount is due to
Landlord under the terms and conditions of this Lease, it being understood that if Landlord
or its managing agent be a corporation, partnership or other entity, then such statement
shall be signed by an officer (if a corporation), a general partner (if a partnership), or
any authorized party (if another entity).
	 
	 	(B)	 	The letter of credit will be honored by the issuing bank without inquiry as to the
accuracy thereof and regardless of whether the Tenant disputes the content of such
statement.
	 
	 	(C)	 	In the event of a transfer of Landlord’s interest in the Building of which the Premises
are a part, Landlord shall have the right to transfer the letter of credit to the
transferee and thereupon the Landlord shall, without any further agreement between the
parties, be released by Tenant from all liability therefor, and it is agreed that the
provisions hereof shall apply to every transfer or assignment of said letter of credit to
a new Landlord.






	 	(iii)	 	If, as a result of any such application of all or any part of such security, the amount so
available under the letter of credit shall, when aggregated with any cash Security Deposit then
held by Landlord, be less than the amounts indicated in Section lg, Tenant shall forthwith provide
Landlord with additional letter(s) of credit (or shall increase the cash Security Deposit) in an
amount equal to the deficiency.
	 
	 	(iv)	 	Tenant further covenants that it will not assign or encumber said letter of credit or any part
thereof and that neither Landlord nor its successors or assigns will be bound by any such
assignment, encumbrance, attempted assignment or attempted encumbrance.
	 
	 	(v)	 	Without limiting the generality of the foregoing, if the letter of credit expires earlier than the
end of the fifth year of the term of this Lease, or the issuing bank notifies Landlord that it
shall not renew the letter of credit, Landlord will accept a renewal thereof or substitute letter
of credit (such
renewal or substitute letter of credit to be in effect not later than 30
days prior to the expiration thereof), irrevocable and automatically
renewable as provided above upon the same terms as the expiring letter of
credit or such other terms as may be reasonably acceptable to Landlord.
However, (A) if the letter of credit is not timely renewed or a substitute
letter of credit (or cash Security Deposit) is not timely received, or (B)
if Tenant fails to maintain the letter of credit (or cash Security Deposit)
in the amount and terms set forth in this Section, Tenant, at least 30 days
prior to the expiration of the letter of credit, or immediately upon its
failure to comply with each and every term of this Section, must deposit
with Landlord cash security in the amounts required by, and to be held
subject to and in accordance with, all of the terms and conditions set
forth in Section 6 hereof, failing which the Landlord may present such
letter of




13









 












	 	 	 	credit to the bank in accordance with the terms of this
Section, and the entire sum secured thereby shall be paid to Landlord, to
be held by Landlord as provided in this Section.





     e. Obligation Upon Transfer by Landlord. In the event of a transfer of Landlord’s interest in
the Building of which the Premises are a part, Landlord shall transfer the letter of credit and/or
any Security Deposit to the transferee, shall obtain such transferee’s agreement to assume
Landlord’s obligations under this Lease with respect to such letter of credit and Security Deposit
and thereupon the Landlord shall, without any further agreement between the parties, be released
by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to
every transfer of the Building to a new Landlord.



     f. Letter of Credit Proceeds. In the event Landlord draws upon any letter of credit posted
hereunder, the proceeds of such letter of credit shall be applied by Landlord for any purpose
described in Section 6b above (to the same extent that the Security Deposit may be used for such
purposes), with any remaining proceeds being held by Landlord as a Security Deposit under Section
6a above.



     g. Replacement Security. At any time during the term hereof, Tenant may replace any Security
Deposit and/or letter(s) of credit posted hereunder with new letter(s) of credit, a cash Security
Deposit or a combination thereof (“Replacement Security”) so long as (i) any letters of credit
comply with the requirements of Section 6d above, and (ii) the aggregate amount of all letters of
credit, plus the amount of any cash Security Deposit, held by Landlord equals the amount of
Security Deposit required by Section lg hereof. Upon the delivery of any Replacement Security to
Landlord, Landlord shall release and deliver to Tenant the Security Deposit and/or letters of
credit that are being replaced.



     7. SERVICES BY LANDLORD.



     a. Base Services. Provided that Tenant is not then in default beyond applicable periods of
notice and cure, Landlord shall cause to be furnished to the Building, or as applicable, the
Premises, in common with other tenants the following services:




	 	(i)	 	Water (if available from city mains) for drinking, lavatory
and toilet purposes and interior sprinkler systems.
	 
	 	(ii)	 	Electricity (if available from the utility supplier) for the
building standard fluorescent lighting and for the operation of general office
machines, such as electric typewriters, desk top computers, dictating
equipment, adding
machines and calculators, and general service non production type office
copy machines; provided that Landlord shall have no obligation to provide
more than the amount of power for convenience outlets and lighting as set
forth in Section li. Landlord will provide emergency back-up power
throughout the second floor and in the Tenant’s IS/Communications room as
long at it remains on the second floor. The existing electrical systems are
designed to provide approximately 3 watts/ft of 120 volt AC power to each
floor area. Lighting is supplied separate via the 277 volt AC system.




14









 












	 	 	 	Each floor has a bulk lighting and power capacity of approximately 10 watts/ft based on the
existing bus risers and the emergency distribution on the second floor. This is independent
of the heating and cooling systems serving these areas. Additional bulk capacity is
available at the main switchboard but would require new devices and/or
reconfigurations to access as well as feeder distribution to points of utilization. Exact
capacity would require verification of total building existing load verses service size.
Electrical power is provided by TVA through Middle Tennessee Electric Co-op. The building
is connected to two substations by means of an automatic transfer switch. In the event of
loss of power from the primary substation, the switch automatically transfers to the
secondary substation within approximately 3 seconds. The existing building generators
provide emergency power to all life safety lighting and security needs, as well as
emergency back up power to the elevators and to the 2nd floor of each individual building
including all electrical circuits, lighting and HVAC. The Data Center will be separately
metered for electricity at Tenant’s sole cost, subject to review and approval of plans and
specifications by Landlord, which shall not be unreasonably withheld.
	 
	 	(iii)	 	Operatorless elevator service.
	 
	 	(iv)	 	Building standard fluorescent lighting fixtures; Tenant shall service, replace and maintain
at its own expense any incandescent fixtures, table lamps, or lighting other than the
building standard fluorescent light, and any dimmers or lighting controls other than controls
for the building standard fluorescent lighting.
	 
	 	(v)	 	Heating and air conditioning for the reasonably comfortable use and occupancy of the
Premises during Business Hours as set forth in Section 1h; provided that, heating and cooling
conforming to any governmental regulation prescribing limitations thereon shall be deemed to
comply with this service. As a component of the HVAC system, an automatic damper system
operates in the event that a rooftop unit for Floors 1-5 should fail. If failure occurs, the
air supply from the lower level unit is re-routed to supply air to the floor in question.
	 
	 	(vi)	 	After Business Hours, weekend and holiday heating and air conditioning at the After Hours
HVAC rate set forth in Section 1j, with such charges subject to commercially reasonable
annual increases (consistent with any increase in Landlord’s actual utility costs) as
reasonably determined by Landlord.
	 
	 	(vii)	 	Janitorial services five (5) days a week (excluding National and State holidays) after
Business Hours, described in Exhibit D attached hereto.
	 
	 	(viii)	 	Non-exclusive use of the unreserved parking spaces of the Building,
not to exceed the Parking specified in Section 1k, for use by Tenant’s
employees




15









 












	 	 	 	and visitors in common with the other tenants and their
employees and visitors.
	 
	 	(ix)	 	Interior security guard services for the Building to monitor
the parking lot and other Common Areas as well as the interior of the
Building. Additional security services shall be provided to Tenant at Tenant’s
cost. Tenant shall have access to the Premises 24 hours/day, 7 days a week.
Ingress and egress is currently accessed by a card key system.
	 
	 	(x)	 	Fiber optic communication cabling to the Building is provided
by Bellsouth. The Building is served as a RAC (Remote Access Circuit) off the
ring. Landlord offers Tenant the right to install fiber according to Tenant’s
needs, subject to approval by Bellsouth. Landlord makes no representations as
to the current status of cabling within the Premises.
	 
	 	(xi)	 	Landlord will maintain or cause to maintain a fitness facility
within the Office Complex. Landlord will also provide or cause to be provided
onsite food service within the Office Complex with minimum operating hours of
7:30 AM to 2:00 PM., Monday through Friday. Landlord shall provide 24/7
vending machine and banking (ATM) services within the Office Complex.
	 
	 	(xii)	 	Tenant shall be permitted to use the Conference Rooms located
in the lower level of Building C, on a first come, first served basis, upon
one (1) day prior written notice. Rental for each Conference Room shall be at
the rate specified below, and shall be subject to the terms of this Lease.
Tenant will be allowed to use the Conference Rooms up to five (5) times per
year at no charge; any subsequent use of the Conference Rooms will be at the
rate of $25 per occurrence. Tenant will be responsible for leaving the
Conference Rooms in clean condition.





     b. Landlord’s Maintenance. Landlord shall maintain and make all repairs and replacements to
the Building (including Building fixtures and equipment), Common Areas and Building Standard
Improvements in the Premises, all in a manner consistent with the maintenance of Class A office
space, except for repairs and replacements that Tenant must make under Section 8. Landlord’s
maintenance shall include the roof, foundation, exterior walls, interior structural walls, all
structural components, and all Building systems, such as mechanical, electrical, HVAC and
plumbing. Repairs or replacements shall be made within a reasonable time (depending on the nature
of the repair or replacement needed) after receiving notice from Tenant or Landlord having actual
knowledge of the need for a repair or replacement.



     c. No Abatement. Except as provided below, there shall be no abatement or reduction of Rent by
reason of any of the foregoing services not being continuously provided to Tenant. Landlord shall
have the right to shut down the Building systems (including
electricity and HVAC systems) to the extent reasonably necessary for required maintenance and
safety inspections, and in cases of emergency; provided, however, that Landlord shall use
commercially reasonable efforts to cause any such shutdown of services to occur at such times, and
in such manner, so as to provide minimal interference with Tenant’s business operations, and




16











 




shall consult with Tenant as to how to achieve such result (unless, in case of emergency,
consultation with Tenant is not practical). In the event of any failure or interruption of
the services described above that continues for more than 72 consecutive hours, Tenant shall
be entitled to an equitable abatement of Rent for each day that such failure or interruption
continues if such failure or interruption materially and adversely affects Tenant’s ability
to operate its business within the Premises.




     d. Tenant’s Obligation to Report Defects. Tenant shall promptly report to Landlord any
defective condition in or about the Premises known to Tenant.



     e. Limitation on Landlord’s Liability. Landlord shall not be liable to Tenant for any damage
caused to Tenant and its property due to the Building or any part or appurtenance thereof being
improperly constructed or being or becoming out of repair, or arising from the leaking of gas,
water, sewer or steam pipes, or from problems with electrical service.



     8. TENANT’S ACCEPTANCE AND MAINTENANCE OF PREMISES.



     a. Acceptance of Premises. Subject to the terms of the attached Workletter, if any, Tenant’s
occupancy of the Premises is Tenant’s representation to Landlord that (i) Tenant has examined and
inspected the Premises, (ii) finds the Premises to be as represented by Landlord and satisfactory
for Tenant’s intended use, and (iii) constitutes Tenant’s acceptance of the Premises “as is”.
Landlord makes no representation or warranty as to the condition of the Premises except as may be
specifically set forth in the Workletter or in this Lease. In no event shall the foregoing
provision be construed as a waiver of any of Landlord’s repair obligations under Section 7b or any
of Landlord’s obligations under the Workletter



     b. Move-In Obligations. Tenant shall schedule its move-in with the Landlord’s Property
Manager. Unless otherwise approved by Landlord’s Property Manager, move in shall not take place
during Business Hours. During Tenant’s move-in, a representative of Tenant must be on-site with
Tenant’s moving company to insure proper treatment of the Building and the Premises. Elevators,
entrances, hallways and other Common Areas must remain in use for the general public during
business hours. Any specialized use of elevators or other Common Areas must be coordinated with
Landlord’s Property Manager. Tenant must properly dispose of all packing material and refuse in
accordance with the Rules and Regulations described in Section 12b. Subject to Section 14e, any
damage or destruction to the Building or the Premises due to moving will be the sole
responsibility of Tenant.



     c. Tenant’s Maintenance. Tenant shall: (i) keep the Premises and fixtures (excluding those
items that Landlord is obligated to repair pursuant to Section 7b) in the same or better condition
as it existed on the Commencement Date; (ii) make repairs and replacements to the Premises or
Building needed because of Tenant’s misuse or negligence (subject, however, to Section 14e); (iii)
repair and replace Non-Standard Improvements, including any special equipment or decorative
treatments, installed by or at Tenant’s request that serve the Premises (unless the Lease is ended
because of casualty loss or condemnation); and (iv) not commit waste.



     d. Alterations to Premises. Tenant shall make no structural or interior alterations to the
Premises. If Tenant requests such alterations and such alterations are structural in nature, then
Tenant shall provide Landlord with a complete set of construction drawings. If Landlord



17









 







consents to the alterations, then the Landlord shall determine the actual cost of the work to be
done. Tenant may then either agree to pay Landlord to have the work done or withdraw its request
for alterations; provided, however, that at Tenant’s
request, Landlord shall not
unreasonably withhold its consent to allowing Tenant and/or Tenant’s contractors to perform such
work. All such alterations are subject to the prior written approval of Landlord, which approval
shall not be unreasonably withheld, conditioned or delayed. Subject to the terms of this
paragraph, and notwithstanding any provision of this Lease to the contrary, Landlord agrees to
allow Tenant to construct (i) a data center within the Premises and to install equipment (which
may include generator, condensers, UPS, etc.) in the Building and around the land surrounding the
Building necessary to facilitate the operation of Tenant’s data center, and (ii) an opening in the
curtain wall of Floor 1 of Building C, to install two (2) four foot doors within such opening, to
improve the outside area for delivery access and to install other improvements (which may include
a large dumpster) to the Building and the land surrounding the Building necessary to facilitate
the operation of Tenant’s Fulfillment Center. All such alterations shall be performed by Tenant’s
contractors (which shall be subject to Landlord’s approval, not to be unreasonably withheld), at
Tenant’s sole cost and expense.



     Notwithstanding the above paragraph, Tenant shall have the right to make nonstructural and
nonsystems related alterations (“Tenant Alterations”) up to a value of $15,000.00 per occurrence
(not to exceed $60,000 during any 12-month period) without Landlord’s prior written consent (which
consent shall not be unreasonably withheld), provided Tenant shall provide notice to Landlord of
its intent to make the Tenant Alterations. Such notice shall include a copy of plans and
specifications (if such alterations are of a character that would reasonably require plans and
specifications) and copies of all permits, if required by the appropriate municipality, and any
contracts for such Tenant Alterations. All Tenant Alterations shall be performed by contractors
approved by Landlord which approval shall not be unreasonably withheld, and in accordance with all
applicable laws and the rules and regulations described in Section 12b.



     e. Restoration of Premises. At the expiration or earlier termination of this Lease, Tenant
shall (i) deliver each and every part of the Premises in the same or better repair and condition
as it existed at the Commencement Date, ordinary wear and tear and damage by casualty excepted,
and (ii) restore the Premises at Tenant’s sole expense to the same condition as existed at the
Commencement Date, ordinary wear and tear and damage by casualty excepted. If Tenant has required
or installed Non-Standard Improvements, such improvements shall be removed as part of Tenant’s
restoration obligation unless, at the time such Non-Standard Improvements were installed, Landlord
informed Tenant in writing that (x) removal of such improvements would not be required, or (y)
Landlord would require Tenant to leave such improvements in the Premises. Tenant shall repair any
damage caused by the removal of any Non-Standard Improvements. ‘“Non-Standard Improvements” means
such items as (i) High Demand Equipment and separate meters, (ii) all wiring and cabling from the
point of origin to the termination point, (iii) raised floors for computer or communications
systems, (iv) telephone equipment, security systems, and UPS systems, (v) equipment racks, (vi)
alterations installed by or at the request of Tenant after the Commencement Date, and (vii) any
other improvements that are not part of the Building Standard Improvements.



     f. Landlord’s Performance of Tenant’s Obligations. If Tenant does not perform its maintenance
or restoration obligations in a timely manner, commencing the same within five (5) days after
receipt of notice from Landlord specifying the work needed, and thereafter diligently



18









 







and
continuously pursuing the work until completion, then Landlord shall have the right, but not the
obligation, to perform such work. Any amounts expended by Landlord on such maintenance or
restoration shall be Additional Rent to be paid by Tenant to Landlord within thirty (30) days
after demand.



     g. Construction Liens. Tenant shall have no power to do any act or make any contract that may
create or be the foundation of any lien, mortgage or other encumbrance upon the reversionary or
other estate of Landlord, or any interest of Landlord in the Premises. NO CONSTRUCTION LIENS OR
OTHER LIENS FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED TO THE PREMISES SHALL ATTACH TO OR
AFFECT THE INTEREST OF LANDLORD IN AND TO THE PREMISES OR THE BUILDING. Tenant shall keep the
Premises and the Building free from any liens arising out of any work performed, materials
furnished, or obligations incurred by or on behalf of Tenant. Should any lien or claim of lien be
filed against the Premises or the Building by reason of any act or omission of Tenant or any of
Tenant’s agents, employees, contractors or representatives, then Tenant shall cause the same to be
canceled and discharged of record by bond or otherwise within twenty (20) days after Tenant
receives notice of the filing thereof. Should Tenant fail to discharge the lien within twenty (20)
days, then Landlord may discharge the lien. The amount paid by Landlord to discharge the lien
(whether directly or by bond), plus all administrative and legal costs incurred by Landlord, shall
be Additional Rent payable on demand. The remedies provided herein shall be in addition to all
other remedies available to Landlord under this Lease or otherwise.



     h. Communications
Compliance. Tenant acknowledges and agrees that any and all telephone and telecommunication
services desired by Tenant shall be ordered and utilized at the sole expense of Tenant. Unless
Landlord requests otherwise or consents in writing, all of Tenant’s telecommunications equipment
shall be located and remain solely in the Premises in accordance with reasonable rules and
regulations adopted by Landlord from time to time, and shall be subject to the restrictive
covenants set forth in the Protective Covenants, which requires the prior written approval by the
Owners Association for any communication equipment installed outside the Building. Landlord agrees
to cooperate with Tenant in seeking such approval. Landlord shall not have any responsibility for
the maintenance of Tenant’s telecommunications equipment, including wiring; nor for any wiring or
other infrastructure to which Tenant’s telecommunications equipment may be connected. Tenant
agrees that, to the extent any telecommunications service is interrupted, curtailed or
discontinued, Landlord shall have no obligation or liability with respect thereto. Landlord shall
have the right, upon reasonable prior oral or written notice to Tenant, to interrupt or turn off
telecommunications facilities in the event of emergency or as necessary in connection with repairs
to the Building or installation of telecommunications equipment for other tenants of the Building;
provided, however. Landlord shall use commercially reasonable efforts to cause any such
interruption to occur at such time, and in such manner, so as to provide minimal interference with
Tenant’s business operations and shall consult with Tenant as to how to achieve such result
(unless in case of emergency, consultation with Tenant is not practical). Tenant may utilize the
services of any telephone or telecommunications provider that it may elect, but Tenant shall be
responsible for any cost associated with the installation of any new lines to or within the
Building.
Tenant shall be permitted to install and implement its own wireless network within the
Premises so long as such wireless system does not interfere with the wireless systems(s) used by
other tenants in the Building, but shall not be permitted to install antennae and satellite
receiver dishes to the exterior of the Building, without Landlord’s prior written consent, which
consent shall not be



19









 







unreasonably withheld; provided, however, that Tenant shall be
permitted to install a satellite dish on the exterior of the Building upon Tenant’s execution of
the License Agreement attached hereto as Exhibit F. Landlord shall use good faith efforts
to restrict other tenants from using wireless services or other devices that would block Tenant’s
use of its own wireless service. At Landlord’s option, Tenant may be required to remove any and all
telecommunications equipment (including wireless equipment) installed in the Premises or elsewhere
in or on the Building by or on behalf of Tenant, including wiring, or other facilities for
telecommunications transmittal prior to the expiration or termination of the Lease and at Tenant’s
sole cost. Installation of any approved satellite dishes shall be subject to Landlord’s standard
license agreement in Exhibit F attached hereto.



     9. PROPERTY OF TENANT.



     a. Property Taxes. Tenant shall pay when due all taxes levied or assessed upon Tenant’s
equipment, fixtures, furniture, leasehold improvements and personal property located in the
Premises.



     b. Removal. Provided Tenant is not in default, Tenant may remove all fixtures and equipment
which it has placed in the Premises; provided, however, Tenant must repair all damages caused by
such removal. If Tenant does not remove its property from the Premises upon the expiration or
earlier termination (for whatever cause) of this Lease, such property shall be deemed abandoned by
Tenant, at the option of Landlord, and Landlord may dispose of the same in whatever manner
Landlord may elect without any liability to Tenant.



     10. SIGNS. Tenant may not erect, install or display any sign or advertising material upon the
exterior of the Building or Premises (including any exterior doors, walls or windows) without the
prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion.
Door and directory signage shall be provided and installed by the Landlord in accordance with
building standards at Landlord’s expense, unless otherwise provided in the Workletter attached as
Exhibit A-1. In the event exterior monument signs become available to tenants in the Building,
Tenant shall be entitled to its prorata share of space on such monument signs, to be installed at
Tenant’s expense, and subject to Landlord’s then existing sign criteria established for the
Building and all laws, regulations and covenants and restrictions affecting the Building.



20









 





     11. ACCESS TO PREMISES.



     a. Tenant’s Access. Tenant, its agents, employees, invitees, and guests, shall have access to
the Premises and reasonable ingress and egress to common and public areas of the Building
twenty-four hours a day, seven days a week; provided, however, Landlord by reasonable regulation
may control such access for the comfort, convenience, safety and protection of all tenants in the
Building, or as needed for making repairs and alterations. Tenant shall be responsible for
providing access to the Premises to its agents, employees, invitees and guests after business
hours and on weekends and holidays, but in no event shall Tenant’s use of and access to the
Premises during non-business hours compromise the security of the Building. Tenant may relocate
its Fulfillment Center operation to the Premises for shipping and receiving computer equipment and
shall utilize double doors located on the ground floor of Building C on the Building B side.



     b. Landlord’s Access. Landlord shall have the right, at all reasonable times and upon
reasonable oral notice, either itself or through its authorized agents, to enter the Premises (i)
to make repairs, alterations or changes as Landlord deems necessary, (ii) to inspect the Premises,
mechanical systems and electrical devices, and (iii) to show the Premises to prospective
mortgagees and purchasers. However, no access shall be permitted to Data Center without a
representative of Tenant, except in an emergency. Tenant shall reasonably cooperate with Landlord
to arrange for a representative to be present to carry out (i), (ii) and (iii) above. Within one
hundred eighty (180) days prior to the Expiration Date, Landlord shall have the right, either
itself or through its authorized agents, to enter the Premises at all reasonable times, and upon
reasonable prior notice, to show prospective tenants.



     c. Emergency Access. Landlord shall have the right to enter the Premises at any time without
notice in the event of an emergency.



     12. TENANT’S COMPLIANCE.



     a. Laws. Tenant shall comply with all applicable laws, ordinances and regulations affecting
the Premises, whether now existing or hereafter enacted (“Laws”). Notwithstanding the foregoing,
Tenant shall have no obligations to make structural alterations to the Premises unless and until
(i) such structural alterations are required solely as a result of Tenant’s particular use of the
Premises (as opposed to office use in general), (ii) Tenant has received written demand to make
such structural alterations from an applicable governmental authority having jurisdiction and
ability to enforce such demand, and (iii) Tenant, if it so desires, shall have had the opportunity
to appeal and/or contest any such requirement.



     b. Rules and Regulations. Tenant shall comply with the Rules and Regulations attached as
Exhibit B. The Rules and Regulations may be reasonably modified from time to time by Landlord,
effective as of the date that is 15 days after notice of such modification is delivered to Tenant,
provided such rules are uniformly applicable to all tenants in the Building. Any conflict between
this Lease and the Rules and Regulations shall be governed by the terms of this Lease.



21









 





     13. ADA COMPLIANCE.



     a. Tenant’s Compliance. Tenant, at Tenant’s sole expense, shall comply with all laws, rules,
orders, ordinances, directions, regulations and requirements of federal, state, county and
municipal authorities now in force, which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Premises or alteration of the Premises to accommodate
persons with special needs, including using all reasonable efforts to comply with The Americans
With Disabilities Act (the “ADA”). Notwithstanding the foregoing, Tenant shall have no obligations
to make structural alterations to the Premises unless and until (i) such structural alterations
are required solely as a result of Tenant’s particular use of the Premises (as opposed to office
use in general), (ii) Tenant has received written demand to make such structural alterations from
an applicable governmental authority having jurisdiction and ability to enforce such demand, and
(iii) Tenant, if it so desires, shall have had the opportunity to appeal and/or contest any such
requirement.



     b. Landlord’s Compliance. Landlord represents that, to the best of Landlord’s knowledge, the
Building and the Common Areas are in compliance with the ADA. Landlord, at Landlord’s sole
expense, shall use all reasonable efforts to meet the requirements of the ADA as it applies to the
Common Areas and restrooms of the Building; but Landlord shall have no responsibility for ADA
compliance with respect to the Premises (unless the applicable requirement relates to general
office use and is not required solely as a result of Tenant’s particular use of the Premises).
Landlord shall not be required to make changes to the Common Areas or restrooms of the Building to
comply with ADA standards adopted after construction of the Building unless specifically required
to do so by law.



     c. ADA Notices. If Tenant receives any notices alleging a violation of ADA relating to any
portion of the Building or Premises (including any governmental or regulatory actions or
investigations regarding non-compliance with ADA), then Tenant shall notify Landlord in writing
within ten (10) days of such notice and provide Landlord with copies of any such notice. If
Landlord receives any notices alleging a violation of ADA relating to any portion of the Building
or Premises (including any governmental or regulatory actions or investigations regarding
non-compliance with ADA), then Landlord shall notify Tenant in writing within ten (10) days of
such notice and provide Tenant with copies of any such notice.



     14. INSURANCE REQUIREMENTS.



     a. Indemnity. Tenant shall indemnify and save harmless Landlord and its parent, subsidiaries
and affiliates and their respective officers, directors and employees, agents and assigns (herein
called “Indemnitees”) from and against all liabilities, obligations, losses, damages, penalties,
claims, actions, suits, costs, charges, subrogations and expenses, including without limitation,
fees and expenses of legal counsel asserted against the Indemnitees, or any of them, by reason of
actual or alleged (i) injury or death to persons (including without limitation, employees of one
or more of the Indemnitees or of Tenant and employees of its contractors, subcontractors, vendors
or agents), (ii) damage to the property of any person or legal entity (including without
limitation, the property of one or more of the Indemnitees and the property of its contractors,
subcontractors, vendors, agents or employees), as a result of or arising out of use of the
Premises by Tenant, or its contractors, subcontractors, vendors, agents and/or employees.



22









 







However, the foregoing agreement to indemnify and hold the Indemnitees harmless shall not be
applicable to the extent that such liabilities, obligations, losses, damages, penalties, claims,
actions, suits, costs, charges, subrogations and expenses are caused by the sole negligence or
intentional misconduct of the Indemnitees. The provisions of this paragraph (a) of Section 14
shall survive the termination of this Lease with respect to any damage, injury or death occurring
prior to such termination.



     b. Landlord Indemnity. Landlord shall indemnify and save harmless Tenant and its parent,
subsidiaries and affiliates and their respective officers, directors and employees, agents and
assigns (herein called “Tenant Indemnitees”) from and against all liabilities, obligations,
losses, damages, penalties, claims, actions, suits, costs, charges, subrogations and expenses,
including without limitation, fees and expenses of legal counsel asserted against the Tenant
Indemnitees, or any of them, by reason of actual or alleged (i) injury or death to persons
(including without limitation, employees of one or more of the Tenant Indemnitees or of Tenant and
employees of its contractors, subcontractors, vendors or agents), (ii) damage to the property of
any person or legal entity (including without limitation, the property of one or more of the
Tenant Indemnitees and the property of its contractors, subcontractors, vendors, agents or
employees), as a result of or arising out of Landlord’s obligations under the Lease with respect
to the Premises or the Common Areas (or its contractors, subcontractors, vendors, agents and/or
employees). However, the foregoing agreement to indemnify and hold the Tenant Indemnitees harmless
shall not be applicable to the extent that such liabilities, obligations, losses, damages,
penalties, claims, actions, suits, costs, charges, subrogations and expenses are caused by the
sole negligence or intentional misconduct of the Tenant Indemnitees. The provisions of this
paragraph (b) of Section 14 shall survive the termination of this Lease with respect to any
damage, injury or death occurring prior to such termination.



     c. Tenant’s Insurance. At its sole cost and expense, Tenant shall procure and maintain
continuously throughout the term of this Lease from such companies as are reasonably acceptable to
Landlord and listed in the most current “Best’s Insurance Guide” as possessing a minimum policy
holders rating of “A-” (Excellent) and a financial category no lower than “VI” ($25,000,000 to
$50,000,000 of adjusted policy holders surplus). The following insurance shall cover Tenant’s
activities under this Lease whether such activities be by itself or by any subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may
be liable:




	 	(i)	 	Workers’ Compensation Insurance with statutory limits or a State Certificate of self-insurance
and Employer’s Liability coverage with limits of not less than $1,000,000 per occurrence.
	 
	 	(ii)	 	Occurrence type Commercial General Liability Insurance, including but not limited to blanket
contractual liability coverage, for bodily injury including death, personal injury, and property
damage with limits of not less than $1,000,000 combined single limit per occurrence.
	 
	 	(iii)	 	Automobile Liability insurance covering all owned, hired and non-owned vehicles with limits
of not less than $1,000,000 combined single limit per occurrence.




23









 












	 	(iv)	 	Umbrella Liability Insurance in excess of the above coverage
with limits of not less than $5,000,000.





     From time to time, Tenant shall increase the limits of such policy to such higher limits as
Landlord shall reasonably require, but in no event greater than the insurance coverage customarily
carried by companies and businesses similar to Tenant in the Nashville, Tennessee area. With the
exception of Workers’ Compensation, each insurance policy listed above, and any excess or umbrella
policy carried by Tenant with additional limits than those specified above, must name Landlord as
an additional insured under the policy(s). All insurance policies of the Tenant shall be endorsed
to state that the policy will be primary, and will not be excess to or contributory with, any
self-insurance or insurance policies carried by Landlord. The insurance policies shall
specifically include the liability assumed hereunder by Tenant. The insurance policy shall provide
that the policy may not be canceled without thirty (30) days’ prior written notice to Landlord.
Tenant shall furnish to Landlord an acceptable certificate of insurance evidencing the coverage
required herein on or before the Commencement Date, and thereafter at least thirty (30) days
before the expiration dates of the expiring policy. The furnishing of acceptable evidence of
required coverage should not relieve Tenant from any liability or obligation for which it is
otherwise responsible to Landlord.



     In the event Tenant hereafter performs any alterations to the Premises, Tenant shall require
that its subcontractors procure and/or maintain insurance coverage at the limits described above.
Tenant shall indemnify and be fully responsible for any cost to Landlord resulting from said
subcontractor’s failure to procure and/or maintain said insurance.



     d. Tenant’s Property Insurance. Tenant shall also carry the equivalent of ISO Special Form
Property Insurance on Tenant’s Property for full replacement value and with coinsurance waived.
For purposes of this provision, “Tenant’s Property” shall mean Tenant’s personal property and
fixtures, and any Non-Standard Improvements to the Premises. Tenant shall neither have, nor make,
any claim against Landlord for any loss or damage to the Tenant’s Property, unless such damage is
due to the failure of Landlord to satisfy its maintenance obligation under Section 7b above.



     e. Certificates of Insurance. Prior to taking possession of the Premises, and annually
thereafter, Tenant shall deliver to Landlord certificates or other evidence of insurance
satisfactory to Landlord. All such policies shall be non assessable and shall contain language to
the extent obtainable that: (i) any loss shall be payable notwithstanding any act or negligence of
Landlord or Tenant that might otherwise result in forfeiture of the insurance, (ii) that the
policies are primary and non contributing with any insurance that Landlord may carry, and (iii)
that the policies cannot be canceled, non-renewed, or coverage reduced except after thirty (30)
days’ prior notice to Landlord. If Tenant fails to provide Landlord with such certificates or
other evidence of insurance coverage, Landlord may obtain such coverage and the cost of such
coverage shall be Additional Rent payable by Tenant upon demand.



     f. Mutual Waiver of Subrogation. Notwithstanding anything set forth in this Lease to the
contrary, Landlord and Tenant each hereby waive any and all rights of recovery against the other
and its parent, subsidiaries and affiliates, and their respective officers, directors,
stockholders, agents, and employees, relating to losses, injuries or damage of any nature
whatsoever to property or person for which such other party is insured or is required to be



24









 







insured by the terms of this Lease or for
which such party would be insured if such party had procured ISO Special Form Property
Insurance on such party’s property. This mutual subrogation waiver will preclude the assignment of
any insurance claim by way of subrogation to any insurer. Landlord and Tenant agree to give
immediately to each appropriate insurer written notice, if required, of the terms of these mutual
waivers, and if necessary, have said insurance policies properly endorsed to prevent the
invalidation of the insurance coverages by reason of these waivers, if required by the respective
insurance policies. Landlord and Tenant each shall indemnify the other against any loss or
expense, including but not limited to reasonable attorney’s fees, resulting from the failure to
obtain such insurance subrogation waiver.



     15. INDEMNITY. Subject to the insurance requirements, releases and mutual waivers of
subrogation set forth in this Lease, Tenant agrees as follows:



     a. Tenant’s Indemnity. Tenant shall indemnify and hold Landlord harmless from and against any
and all claims, damages, losses, liabilities, lawsuits, costs and expenses (including attorneys’
fees at all tribunal levels) arising out of or related to (i) any activity, work, or other thing
done, permitted or suffered by Tenant in or about the Premises, (ii) any breach or default by
Tenant in the performance of any of its obligations under this Lease, or (iii) any act or neglect
of Tenant, or any officer, agent, employee, contractor, servant, invitee or guest of Tenant.



     b. Defense Obligation. If any such action is brought against Landlord with respect to any
event for which Tenant has agreed to indemnify Landlord pursuant to Section 15a above, then
Tenant, upon notice from Landlord, shall defend the same through counsel reasonably acceptable to
Landlord. The provisions of this Section shall survive the termination of this Lease.



     16. QUIET ENJOYMENT. Tenant shall have quiet enjoyment and possession of the Premises
provided Tenant promptly and fully complies with all of its obligations under this Lease. No
action of Landlord or other tenants working in other space in the Building, or in repairing or
restoring the Premises shall be deemed a breach of this covenant, nor shall such action give to
Tenant any right to modify this Lease either as to term, rent payables or other obligations to be
performed. Landlord represents and warrants that it is the fee simple owner of the Office Complex.



     17. SUBORDINATION; ATTORNMENT; NON-DISTURBANCE; AND
ESTOPPEL CERTIFICATE.



     a. Subordination and Attornment. Tenant agrees to execute within fifteen (15) days after
request to do so from Landlord or its mortgagee an agreement:




	 	(i)	 	Making this Lease superior or subordinate to the interests of
the mortgagee;
	 
	 	(ii)	 	Agreeing to attorn to the mortgagee;






25












 






	 	(iii)	 	Giving the mortgagee notice of, and a reasonable opportunity (which shall
in no event be less than thirty (30) days after notice thereof is delivered to
mortgagee) to cure any Landlord default and agreeing to accept such cure if
effected by the mortgagee;
	 
	 	(iv)	 	Permitting the mortgagee (or other purchaser at any
foreclosure sale), and its successors and assigns, on acquiring Landlord’s
interest in the Premises and the Lease, to become substitute Landlord
hereunder, with liability only for such Landlord obligations as accrue after
Landlord’s interest is so acquired;
	 
	 	(v)	 	Agreeing to attorn to any successor Landlord; and
	 
	 	(vi)	 	Containing such other agreements and covenants on Tenant’s
part as Landlord’s mortgagee may reasonably request.





     b. Non-Disturbance. Tenant’s obligation to subordinate its interests or attorn to any
mortgagee is conditioned upon the mortgagee’s agreement not to disturb Tenant’s possession and
quiet enjoyment of the Premises under this Lease so long as Tenant is in compliance with the terms
of the Lease. Landlord represents and warrants that there are no mortgages or deeds of trust
currently encumbering the Office Complex or the land on which the Office Complex is located.



     c. Estoppel Certificates. Tenant agrees to execute within ten (10) Business Days after
request, and as often as requested, estoppel certificates confirming any factual matter requested
by Landlord which is true and is within Tenant’s knowledge regarding this Lease, and the Premises,
including but not limited to: (i) the date of occupancy, (ii) Expiration Date; (iii) the amount of
Rent due and date to which Rent is paid, (iii) whether Tenant has any defense or offsets to the
enforcement of this Lease or the Rent payable, (iv) any default or breach by Landlord, and (v)
whether this Lease, together with any modifications or amendments, is in full force and effect.
Tenant shall attach to such estoppel certificate copies of any modifications or amendments to the
Lease. If Tenant fails to deliver the certificate within ten (10) Business Days of Landlord’s
request, Landlord and any lender, prospective lender, investor or purchaser may conclusively
presume and rely that, except as otherwise represented by Landlord such facts contained therein
are true. In such event, Tenant is estopped from denying the truth of such facts.



     d. Attorney in Fact. [Intentionally Deleted].



     e. Modifications Requested by Lender. If, as a condition of approving this Lease, Landlord’s
mortgagee shall request reasonable modifications of this Lease, Tenant shall not unreasonably
withhold or delay its agreement to such modifications, provided that such modifications do not
increase the obligations or materially and adversely affect the rights of Tenant under this Lease.



26









 





     18. ASSIGNMENT — SUBLEASE.



     a. Landlord Consent. Tenant may not assign or encumber this Lease or its interest in the
Premises arising under this Lease, and may not sublet all or any part of the Premises without
first obtaining the written consent of Landlord, which consent shall not be withheld unreasonably.
Factors which Landlord may consider in deciding whether to consent to an assignment or sublease
include (without limitation), (i) the creditworthiness of the assignee or sublessee, (ii) the
proposed use of the Premises, (iii) whether there is other vacant space in the Building, (iv)
whether the assignee or sublessee will vacate other space owned by Landlord, (v) whether Landlord
is negotiating with the proposed sublessee or assignee for a lease of other space owned by
Landlord, and (vi) any renovations to the Premises or special services required by the assignee or
sublessee. Landlord will not consent to an assignment or sublease that might result in a use that
conflicts with the rights of any existing tenant. One consent shall not be the basis for any
further consent.



     b. Definition of Assignment. For the purpose of this Section 18, the word “assignment” shall
be defined and deemed to include the following: (i) if Tenant is a partnership, the withdrawal or
change, whether voluntary, involuntary or by operation of law, of partners owning thirty percent
(30%) or more of the partnership, or the dissolution of the partnership; (ii) if Tenant consists
of more than one person, an assignment, whether voluntary, involuntary, or by operation of law, by
one person to one of the other persons that is a Tenant; (iii) if Tenant is a corporation, any
dissolution or reorganization of Tenant, or the sale or other transfer of a controlling percentage
(hereafter defined) of capital stock of Tenant other than to an affiliate or subsidiary or the
sale of fifty one percent (51%) in value of the assets of Tenant; (iv) if Tenant is a limited
liability company, the change of members whose interest in the company is fifty percent (50%) or
more. The phrase “controlling percentage” means the ownership of, and the right to vote, stock
possessing at least fifty one percent (51%) of the total combined voting power of all classes of
Tenant’s capital stock issued, outstanding and entitled to vote for the election of directors, or
such lesser percentage as is required to provide actual control over the affairs of the
corporation; except that, if the Tenant is a publicly traded company, public trades or sales of
the Tenant’s stock on a national stock exchange shall not be considered an assignment hereunder
even if the aggregate of the trades of sales exceeds fifty percent (50%) of the capital stock of
the company.



     c. Permitted Assignments/Subleases. Notwithstanding the foregoing, Tenant may assign this
Lease or sublease part or all of the Premises without Landlord’s consent to: (i) any corporation,
limited liability company, or partnership that controls, is controlled by, or is under common
control with, Tenant; or (ii) any corporation or limited liability company resulting from the
merger or consolidation with Tenant or to any entity that acquires all of Tenant’s assets as a
going concern of the business that is being conducted on the Premises; provided however, the
assignor remains liable under the Lease and the assignee or sublessee is a bona fide entity and
assumes the obligations of Tenant and continues the same Permitted Use as provided under Section
4.



     d. Notice to Landlord. Landlord must be given prior written notice of every assignment or
subletting, and failure to do so shall be a default hereunder.



27









 





     e. Prohibited Assignments/Subleases. In no event shall this Lease be assignable by operation
of any law (except as permitted by Section 18c), and Tenant’s rights hereunder may not become, and
shall not be listed by Tenant as an asset under any bankruptcy, insolvency or reorganization
proceedings. Acceptance of Rent by Landlord after any non permitted assignment or sublease shall
not constitute approval thereof by Landlord.



     f. Limitation on Rights of Assignee/Sublessee. Any assignment or sublease for which Landlord’s
consent is required shall not include the right to exercise any options to renew the Lease Term,
expand the Premises, or similar options, unless specifically provided for in the consent.



     g. Tenant Not Released. No assignment or sublease shall release Tenant of any of its
obligations under this Lease.



     h. Landlord’s Right to Collect Sublease Rents upon Tenant Default. If the Premises (or any
portion) is sublet and Tenant defaults under its obligations to Landlord, then Landlord is
authorized, at its option, to collect all sublease rents directly from the Sublessee. Tenant
hereby assigns the right to collect the sublease rents to Landlord in the event of Tenant default.
The collection of sublease rents by Landlord shall not relieve Tenant of its obligations under
this Lease, nor shall it create a contractual relationship between Sublessee and Landlord or give
Sublessee any greater estate or right to the Premises than contained in its Sublease.



     i. Excess Rents. If Tenant assigns this Lease or subleases all or part of the Premises at a
rental rate that exceeds the rentals paid to Landlord, then 50% of any such excess (less costs of
subleasing, including commissions, marketing expenses, improvement allowances and Landlord Fees)
shall be paid over to Landlord by Tenant.



     j. Landlord’s Fees. Tenant shall pay Landlord all costs, not to exceed $2,500, together with
an administrative fee of $500.00 per assignment or sublease transaction for which consent is
required.



     k. Unauthorized Assignment or Sublease. Any unauthorized assignment or sublease shall
constitute a default under the terms of this Lease. In addition to its other remedies for such
default, Landlord may elect to increase Base Rent to 125% of the Base Rent reserved under the
terms of this Lease.



     19. DAMAGES TO PREMISES.



     a. Landlord’s Restoration Obligations. If the Building or Premises are damaged by fire or
other casualty (“Casualty”), then Landlord shall repair and restore the Premises to substantially
the same condition of the Premises immediately prior to such Casualty, subject to the following
terms and conditions:




	 	(i)	 	[Intentionally Deleted]
	 
	 	(ii)	 	[Intentionally Deleted]




28









 












	 	(iii)	 	Landlord shall have no obligation to repair and restore Tenant’s trade
fixtures, decorations, signs, contents, or any Non-Standard Improvements to the
Premises.





     b. Termination of Lease by Landlord. Landlord shall have the option of terminating the Lease
if: (i) the Premises is rendered wholly untenantable; (ii) [intentionally deleted]; (iii)
[intentionally deleted]; (iv) the Premises is damaged in whole or in part during the last two
years of the Term; or (v) the Building containing the Premises is damaged (whether or not the
Premises is damaged) to an extent of fifty percent (50%) or more of the fair market value thereof.
If Landlord elects to terminate this Lease, then it shall give notice of the cancellation to
Tenant within sixty (60) days after the date of the Casualty. Tenant shall vacate and surrender
the Premises to Landlord within thirty (30) days after receipt of the notice of termination.



     c. Termination of Lease by Tenant. Tenant shall have the option of terminating the Lease if:
(i) the Premises is damaged in whole or in part during the last two years of the Term, (ii) the
damage to the Premises cannot reasonably be repaired and restored within one hundred eighty (180)
days; or (iii) Landlord has failed to substantially restore the damaged Building or Premises
within one hundred eighty (180) days of the Casualty, as extended by force majeure. If Landlord is
delayed by force majeure, then Landlord must provide Tenant with notice of the delays within
fifteen (15) days of the force majeure event stating the reason for the delays and a good faith
estimate of the length of the delays.



     d. Rent Abatement. If Premises is rendered wholly untenantable by the Casualty, then the Rent
payable by Tenant shall be fully abated. If the Premises is only partially damaged, then Rent and
other charges shall be abated proportionately to the portion of the Premises rendered
untenantable. The abatement shall be from the date of the Casualty until the Premises have been
substantially repaired and restored, or until Tenant’s business operations are restored in the
entire Premises, whichever shall first occur. However, if the Casualty is caused by the negligence
or other wrongful conduct of Tenant or of Tenant’s subtenants, licensees, contractors, or
invitees, or their respective agents or employees, there shall be no abatement of Rent.



     e. Waiver of Claims. The rights of Tenant under this Article 19 shall constitute Tenant’s
exclusive remedies against Landlord in the event of a Casualty. Tenant hereby waives all claims
against Landlord for any compensation or damage for loss of use of the whole or any part of the
Premises and/or for any inconvenience or annoyance occasioned by any Casualty and any resulting
damage, destruction, repair, or restoration.



     20. EMINENT DOMAIN.



     a. Effect on Lease. If all of the Premises (or a portion thereof such that Tenant cannot
continue use of the remainder) are taken under the power of eminent domain (or by conveyance in
lieu thereof), then this Lease shall terminate as of the date possession is taken by the
condemnor, and Rent shall be adjusted between Landlord and Tenant as of such date. If only a
portion of the Premises is taken and Tenant can continue use of the remainder, then this Lease
will not terminate, but Rent shall abate in a just and proportionate amount to the loss of use
occasioned by the taking.



29









 





     b. Right to Condemnation Award. Landlord shall be entitled to receive and retain the entire
condemnation award for the taking of the Building and Premises. Tenant shall have no right or
claim against Landlord for any part of any award received by Landlord for the taking. Tenant
shall have no right or claim for any alleged value of the unexpired portion of this Lease or its
leasehold estate. Tenant, however, shall not be prevented from making a claim against the
condemning party (but not against Landlord) for any moving expenses or for costs of removal,
relocation, business interruption expense, loss of profits, or taking of Tenant’s personal
property (other than its leasehold estate) to which Tenant may be entitled; provided that any
such award shall not reduce the amount of the award otherwise payable to Landlord for the taking
of the Building and Premises.



     21. ENVIRONMENTAL COMPLIANCE.



     a. Hazardous Material. “Hazardous Material” shall mean any of the following: asbestos or any
substance containing more than 0.1 percent asbestos and deemed hazardous under any Hazardous
Material Law (defined below); the group of organic compounds known as polychlorinated biphenyls;
flammable explosives; radioactive materials; chemicals known to cause cancer or reproductive
toxicity; pollutants, effluents, contaminants, emissions or related materials and any items
included in the definition of hazardous or toxic wastes, materials or substances under the
Hazardous Material Laws; and any mixture of a Hazardous Material (regardless of concentration)
with other materials.



     b. Hazardous Material Laws. “Hazardous Material Laws” shall mean any law relating to
environmental conditions and industrial hygiene, including, without limitation, the Resource
Conservation and Recovery Act of 1976 (“RCRA”), 42 U. S. C. 6901 et seq., the Comprehensive
Environmental Response, Compensation and Liability Act of 1980 (“CERCLA”), 42 U. S. C. 9601 et
seq., as amended by the Superfund Amendments and Reauthorization Act of 1986 (“SARA”), the
Hazardous Materials Transportation Act, 49 U. S. C. 1801, et seq., the Federal Water Pollution
Control Act, 33 U. S. C. 1251 et seq., the Clean Air Act, 42 U. S. C. 7401 et seq., the Clean
Water Act, 33 U. S. C. 7401, et seq., the Toxic Substances Control Act, 15 U. S. C. 2601 et seq.,
the Safe Drinking Water Act, 42 U. S. C. 300f et seq., and all similar federal, state and local
environmental statutes, ordinances and the regulations, orders, decrees now or hereafter
promulgated thereunder.



     c. Indemnity. Tenant shall and hereby does agree to pay, protect, defend, indemnify and hold
Landlord harmless from and against any and all loss, damages, expenses, fees, claims, costs and
liabilities (including, but not limited to, attorneys’ fees and costs of litigation) arising out
of or in any manner related to the generation, storage, use, treatment or disposal of Hazardous
Materials or violation of Hazardous Materials Laws at the Premises and the Common Area by Tenant
or its agents, employees or contractors. Landlord shall and hereby does agree to pay, protect,
defend, indemnify and hold Tenant harmless from and against any and all loss, damages, expenses,
fees, claims, costs and liabilities (including, but not limited to attorney’s fees and cost of
litigation) arising out of or in any manner related to the generation, storage, use, treatment or
disposal of Hazardous Materials or violation of Hazardous Materials Laws at the Premises by
Landlord or its agents, employees or contractors.



30









 





     d. Tenant’s Covenants. Tenant covenants and agrees that (a) it will not violate any
Hazardous Materials Laws (b) no activity shall be undertaken on the Premises or the Common Area
which would cause: (i) the Premises or the Common Area to become a hazardous waste treatment,
storage or disposal facility within the meaning of, or otherwise bring the Premises or the
Common Area within the ambit of, any Hazardous Material Law, (ii) a release or threatened
release of Hazardous Material from the Premises or the Common Area within the meaning of, or
otherwise bring the Premises or the Common Area within the ambit of, any Hazardous Material Law,
or (iii) the discharge of Hazardous Material into any watercourse, body of surface or subsurface
water or wetland, or into the atmosphere of any Hazardous Material which would require a permit
under any Hazardous Material Law; (c) no activity shall be undertaken with respect to the
Premises or the Common Area which would cause a violation or support a claim under any Hazardous
Material Law; (d) no underground storage tanks or underground deposits will be located on the
Premises or the Common Area. The foregoing shall not prohibit the proper use and storage by
Tenant of normal cleaning supplies and office supplies customarily used for the Permitted Use,
all of which shall be permitted so long as such items are stored and used in compliance with
Hazardous Materials Laws.



     e. Inspections by Landlord. Landlord and its engineers, technicians, and consultants
(collectively the “Auditors”) may, from time to time as Landlord deems appropriate, conduct
periodic tests and examinations (“Audits”) of the Premises to confirm and monitor Tenant’s
compliance with this Section 21. Such Audits shall be conducted in such a manner as to minimize
the interference with Tenant’s Permitted Use; however in all cases, the Audits shall be of such
nature and scope as shall be reasonably required by then existing technology to confirm Tenant’s
compliance with this Section 21. Tenant shall fully cooperate with Landlord and its Auditors in
the conduct of such Audits. The cost of such Audits shall be paid by Landlord unless an Audit
shall disclose a material failure of Tenant to comply with this Section 21, in which case, the
cost of such Audit, and the cost of all subsequent Audits made during the Term and within thirty
(30) days thereafter (not to exceed two (2) such Audits per calendar year), shall be paid for on
demand by Tenant.



     f. Property. For the purposes of this Section 21, the term ‘“Property” shall include the
Premises, Building, all Common Areas, the real estate upon which the Building is located; all
personal property (including that owned by Tenant); and the soil, ground water, and surface
water of the real estate upon which the Building is located.



     g. Tenant’s Liability After Termination of Lease. The covenants contained in this Section
21 shall survive the expiration or termination of this Lease, and shall continue for so long as
Landlord and its successors and assigns may be subject to any expense, liability, charge,
penalty, or obligation against which Tenant has agreed to indemnify Landlord under this Section
21.



     22. DEFAULT.



     a. Tenant’s Default. Tenant shall be in default under this Lease if Tenant:




	 	(i)	 	Fails to pay when due any Base Rent, Additional rent, or any
other sum of money which Tenant is obligated to pay, as provided in this
Lease and




31









 












	 	 	 	such default continues for more than five (5) days after written notice thereof is
delivered by Landlord to Tenant; provided, however, that Landlord shall not
be obligated to give Tenant notice of such default more than once in any 12-month
period.
	 
	 	(ii)	 	Breaches any other agreement, covenant or obligation in this Lease and such
breach is not remedied within fifteen (15) days after Landlord gives
Tenant notice specifying the breach, or if such breach cannot, with due
diligence, be cured within fifteen (15) days, Tenant does not commence
curing within fifteen (15) days and with reasonable diligence
completely cure the breach within a reasonable period of time after the
notice;
	 
	 	(iii)	 	Files any petition or action for relief under any
creditor’s law (including bankruptcy, reorganization, or similar
action), either in state or federal court, or has such a petition or
action filed against it which is not stayed or vacated within sixty
(60) days after filing; or
	 
	 	(iv)	 	Makes any transfer in fraud of creditors as defined
in Section 548 of the United States Bankruptcy Code (11 U.S.C. 548, as
amended or replaced), has a receiver appointed for its assets (and the
appointment is not stayed or vacated within thirty (30) days), or makes
an assignment for benefit of creditors.
	 
	 	(ii)	 	If this Lease or any estate of Tenant hereunder
shall be levied upon under any attachment or execution and such
attachment or execution is not vacated within thirty (30) days.





     b. Landlord’s Remedies. In the event of a Tenant default (including the expiration of any
notice and cure periods set forth above), Landlord at its option may do one or more of the
following:




	 	(i)	 	Terminate this Lease and recover all damages caused by Tenant’s
breach, including consequential damages for lost future rent for the remaining
Term of this Lease (excluding any Extension Terms that have not yet been
exercised);
	 
	 	(ii)	 	Repossess the Premises, with or without terminating, and relet
the Premises at such amount as Landlord deems reasonable; all rent received by
Landlord from such reletting shall be applied first to all reasonable costs and
expenses incurred by Landlord in connection with such re-letting and then to
reduce Tenant’s obligations hereunder, with Tenant being responsible for any
deficiency for the remaining Term of this Lease (excluding any Extension Terms
that have not yet been exercised);
	 
	 	(iii)	 	[Intentionally Deleted]
	 
	 	(iv)	 	Bring action for recovery of all amounts then due from Tenant;




32









 












	 	(v)	 	Lock the Premises and deny Tenant access thereto without
obtaining any court authorization; or
	 
	 	(vi)	 	Pursue any other remedy available in law or equity.





     c. Landlord’s Expenses; Attorneys Fees. All reasonable expenses of Landlord in repairing,
restoring, or altering the Premises for reletting as general office space, together with leasing
fees and all other expenses in seeking and obtaining a new Tenant, shall be charged to and be a
liability of Tenant. Landlord’s reasonable attorneys’ fees in pursuing any of the foregoing
remedies, or in collecting any Rent or Additional Rent due by Tenant hereunder, shall be paid by
Tenant.



     d. Remedies Cumulative. All rights and remedies of Landlord are cumulative, and the exercise
of any one shall not be an election excluding Landlord at any other time from exercise of a
different or inconsistent remedy. No exercise by Landlord of any right or remedy granted herein
shall constitute or effect a termination of this Lease unless Landlord shall so elect by notice
delivered to Tenant. The failure of Landlord to exercise its rights in connection with this Lease
or any breach or violation of any term, or any subsequent breach of the same or any other term,
covenant or condition herein contained shall not be a waiver of such term, covenant or condition
or any subsequent breach of the same or any other covenant or condition herein contained.



     e. No Accord and Satisfaction. No acceptance by Landlord of a lesser sum than the Rent,
Additional Rent and other sums then due shall be deemed to be other than on account of the
earliest installment of such payments due, nor shall any endorsement or statement on any check or
any letter accompanying any check or payment be deemed as accord and satisfaction, and Landlord
may accept such check or payment without prejudice to Landlord’s right to recover the balance of
such installment or pursue any other remedy provided in this Lease.



     f. No Reinstatement. No payment of money by Tenant to Landlord after the expiration or
termination of this Lease shall reinstate or extend the Term, or make ineffective any notice of
termination given to Tenant prior to the payment of such money. After the service of notice or the
commencement of a suit, or after final judgment granting Landlord possession of the Premises,
Landlord may receive and collect any sums due under this Lease, and the payment thereof shall not
make ineffective any notice or in any manner affect any pending suit or any judgment previously
obtained.



     g. Summary Ejectment. Tenant agrees that in addition to all other rights and remedies
Landlord may obtain an order for summary ejectment from any court of competent jurisdiction
without prejudice to Landlord’s rights to otherwise collect rents or breach of contract damages
from Tenant.



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



33









 





     i. Mitigation. Landlord shall use commercially reasonable efforts to mitigate Tenant’s
damages hereunder.



     23. MULTIPLE DEFAULTS.



     a. Loss of Option Rights. Tenant acknowledges that any rights or options of first refusal,
or to extend the Term, to expand the size of the Premises, to purchase the Premises or the
Building, or other similar rights or options which have been granted to Tenant under this Lease
are conditioned upon the prompt and diligent performance of the terms of this Lease by Tenant.
Accordingly, should Tenant default under this Lease (beyond applicable periods of notice and
cure) on two (2) or more occasions during any consecutive twelve (12) month period, in addition
to all other remedies available to Landlord, all such rights and options shall automatically,
and without further action on the part of any party, expire and be of no further force and
effect.



     b. Increased Security Deposit. Should Tenant default in the payment of Base Rent,
Additional Rent, or any other sums payable by Tenant under this Lease on two (2) or more
occasions during any twelve (12) month period, regardless of whether Landlord permits such
default to be cured, then, in addition to all other remedies otherwise available to Landlord,
Tenant shall, within ten (10) days after demand by Landlord, post a Security Deposit in, or
increase the existing Security Deposit to a sum equal to three (3) months’ installments of Base
Rent. The Security Deposit shall be governed by the terms of this Lease.



     c. Effect on Notice Rights and Cure Periods. Should Tenant default under this Lease on two
(2) or more occasions during any consecutive twelve (12) month period, in addition to all other
remedies available to Landlord, any notice requirements or cure periods otherwise set forth in
this Lease with respect to a default by Tenant shall not apply.



     24. BANKRUPTCY.



     a. Trustee’s Rights. Landlord and Tenant understand that, notwithstanding contrary terms in
this Lease, a trustee or debtor in possession under the United States Bankruptcy Code, as
amended, (the “Code”) may have certain rights to assume or assign this Lease. This Lease shall
not be construed to give the trustee or debtor in possession any rights greater than the minimum
rights granted under the Code.



     b. Adequate Assurance. Landlord and Tenant acknowledge that, pursuant to the Code, Landlord
is entitled to adequate assurances of future performance of the provisions of this Lease. The
parties agree that the term “adequate assurance” shall include at least the following:




	 	(i)	 	In order to assure Landlord that any proposed assignee will
have the resources with which to pay all Rent payable pursuant to the
provisions of this Lease, any proposed assignee must have, as demonstrated
to Landlord’s satisfaction, a net worth (as defined in accordance with
generally accepted accounting principles consistently applied) of not less
than the net worth of Tenant on the Effective Date (as hereinafter defined),
increased by seven percent (7%), compounded annually, for each year






34












 






	 	 	 	from the Effective Date through the date of the proposed assignment. It
is understood and agreed that the financial condition and resources of
Tenant were a material inducement to Landlord in entering into this Lease.
	 
	 	(ii)	 	Any proposed assignee must have been engaged in the conduct of
business for the five (5) years prior to any such proposed assignment, which
business does not violate the Use provisions under Section 4 above, and such
proposed assignee shall continue to engage in the Permitted Use under Section
4. It is understood that Landlord’s asset will be substantially impaired if
the trustee in bankruptcy or any assignee of this Lease makes any use of the
Premises other than the Permitted Use.





     c. Assumption of Lease Obligations. Any proposed assignee of this Lease must assume and agree
to be personally bound by the provisions of this Lease.



     25. NOTICES.



     a. Addresses. All notices, demands and requests by Landlord or Tenant shall be sent to the
Notice Addresses set forth in Section 1, or to such other address as a party may specify by duly
given notice.



     b. Form; Delivery; Receipt. ALL NOTICES, DEMANDS AND REQUESTS WHICH MAY BE GIVEN OR WHICH ARE
REQUIRED TO BE GIVEN BY EITHER PARTY TO THE OTHER MUST BE IN WRITING UNLESS OTHERWISE SPECIFIED.
Notices, demands or requests shall be deemed to have been properly given for all purposes if (i)
delivered against a written receipt of delivery, (ii) mailed by express, registered or certified
mail of the United States Postal Service, return receipt requested, postage prepaid, or (iii)
delivered to a nationally recognized overnight courier service for next business day delivery to
the receiving party’s address as set forth above or (iv) delivered via telecopier or facsimile
transmission to the facsimile number listed above, with an original counterpart of such
communication sent concurrently as specified in subsection (ii) or (iii) above and with written
confirmation of receipt of transmission provided. Each such notice, demand or request shall be
deemed to have been received upon the earlier of the actual receipt or refusal by the addressee or
three (3) Business Days after deposit thereof at any main or branch United States post office if
sent in accordance with subsection (ii) above, and the next Business Day after deposit thereof
with the courier if sent pursuant to subsection (iii) above.



     c. Address Changes. The parties shall notify the other of any change in address, which
notification must be at least fifteen (15) days in advance of it being effective.



     d. Notice by Legal Counsel. Notices may be given on behalf of any party by such party’s legal
counsel.



     26. HOLDING OVER. If Tenant holds over after the Expiration Date or other termination of this
Lease, such holding over shall not be a renewal of this Lease but shall create a tenancy at
sufferance. Tenant shall continue to be bound by all of the terms and conditions of



35









 




this Lease, except that during such tenancy at sufferance Tenant shall pay to Landlord (i)
Base Rent at the rate equal to one hundred fifty percent (150%) of that provided for as of the
expiration or termination date, and (ii) any and all Operating Expenses and other forms of
Additional Rent payable under this Lease. The increased Rent during such holding over is intended
to compensate Landlord partially for losses, damages and expenses, including frustrating and
delaying Landlord’s ability to secure a replacement tenant. If Landlord loses a prospective tenant
because Tenant fails to vacate the Premises on the Expiration Date or any termination of the Lease
after notice to do so, then Tenant will be liable for such damages as Landlord can prove because
of Tenant’s wrongful failure to vacate.




     27. INTENTIONALLY DELETED.



     28. BROKER’S COMMISSIONS.



     a. Broker. Each party represents and warrants to the other that it has not dealt with any
real estate broker, finder or other person with respect to this Lease in any manner, except the
Broker identified in Section In.



     b. Landlord’s Obligation. Landlord shall pay any commissions or fees that are payable to the
Broker with respect to this Lease pursuant to Landlord’s separate agreement with the Broker.



     c. Indemnity. Each party shall indemnify and hold the other party harmless from any and all
damages resulting from claims that may be asserted against the other party by any other broker,
finder or other person (including, without limitation, any substitute or replacement broker
claiming to have been engaged by indemnifying party in the future), claiming to have dealt with
the indemnifying party in connection with this Lease or any amendment or extension hereto, or
which may result in Tenant leasing other or enlarged space from Landlord. The provisions of this
Section shall survive the termination of this Lease.



     29. MISCELLANEOUS.



     a. No Agency. Tenant is not, may not become, and shall never represent itself to be an agent
of Landlord, and Tenant acknowledges that Landlord’s title to the Building is paramount, and that
it can do nothing to affect or impair Landlord’s title. The relationship between the parties
hereto is solely that of landlord and tenant and nothing contained herein shall constitute or be
construed as establishing any other relationship between the parties, including, without
limitation, the relationship of principal and agent, employer and employee or parties engaged in a
partnership or joint venture. Without limiting the foregoing, it is specifically understood that
neither party is the agent of the other and neither is in any way empowered to bind the other to
use the name of the other in connection with the construction, maintenance or operation of the
Premises, except as otherwise specifically provided herein.



     b. Force Majeure. The term “force majeure” means: fire, flood, extreme weather, labor
disputes, strike, lock-out, riot, government interference (including regulation, appropriation



36









 




or rationing), unusual delay in governmental permitting, unusual delay in deliveries or
unavailability of materials, unavoidable casualties, act of God, or other causes beyond the
Landlord’s (or Tenant’s, if applicable) reasonable control.




     c. Building Standard Improvements. The term “Building Standard Improvements” shall mean the
standards for normal construction of general office space within the Building as specified by
Landlord, including design and construction standards, electrical load factors, materials,
fixtures and finishes.



     d. Limitation on Damages. Notwithstanding any other provisions in this Lease, Landlord
shall not be liable to Tenant for any special, consequential, incidental or punitive damages.



     e. Satisfaction of Judgments Against Landlord. If Landlord, or its employees, officers,
directors, stockholders or partners are ordered to pay Tenant a money judgment because of
Landlord’s default under this Lease, said money judgment may only be enforced against and
satisfied out of: (i) Landlord’s interest in the Building in which the Premises are located
including the rental income and proceeds from sale; and (ii) any insurance or condemnation
proceeds received because of damage or condemnation to, or of, said Building that are available
for use by Landlord. No other assets of Landlord or said other parties exculpated by the
preceding sentence shall be liable for, or subject to, any such money judgment.



     f. Interest. Should either party fail to pay any amount due to the other party within 30
days of the date such amount is due (whether Base Rent, Additional Rent, or any other payment
obligation), then, commencing from the due date, the amount due shall begin accruing interest at
the rate of 15% per annum, compounded monthly, or the highest permissible rate under applicable
usury law, whichever is less, until paid.



     g. Legal Costs. If as a result of any breach or default in the performance of any of the
provisions of this Lease, Landlord uses the services of an attorney in order to secure
compliance with such provisions or recover damages therefore, or to terminate this Lease or
evict Tenant, Tenant shall reimburse Landlord upon demand for any and all reasonable attorneys’
fees and expenses so incurred by Landlord, provided that if Tenant shall be the prevailing party
in any legal action brought by Landlord against Tenant, or in any legal action brought by Tenant
to enforce Landlord’s obligations hereunder, Tenant shall be entitled to recover for the fees
and expenses of its attorneys in such amount as the court may adjudge reasonable.



     h. Sale of Premises or Building. Landlord may sell the Premises or the Building without
affecting the obligations of Tenant hereunder; upon the sale of the Premises or the Building,
and upon Landlord’s compliance with Section 29j below, Landlord shall be relieved of all
responsibility for the Premises and shall be released from any liability thereafter accruing
under this Lease to the extent such responsibility and/or liability is assumed by the applicable
transferee.



     i. Time of the Essence. Time is of the essence in the performance of all obligations under
the terms of this Lease.




37












 





     j. Transfer of Security Deposit. If any Security Deposit or prepaid Rent has been paid
by Tenant, Landlord shall transfer the Security Deposit and prepaid Rent to Landlord’s successor
and upon such transfer, Landlord shall be released from any liability for return of the Security
Deposit or prepaid Rent.



     k Tender of Premises. The delivery of a key or other such tender of possession of the
Premises to Landlord or to an employee of Landlord shall not operate as a termination of this
Lease or a surrender of the Premises unless requested in writing by Landlord.



     l. Tenant’s Financial Statements. Upon request of Landlord, Tenant agrees to furnish to
Landlord copies of Tenant’s most recent annual, quarterly and monthly financial statements,
audited if available. The financial statements shall be prepared in accordance with generally
accepted accounting principles, consistently applied. The financial statements shall include a
balance sheet and a statement of profit and loss, and the annual financial statement shall also
include a statement of changes in financial position and appropriate explanatory notes. Landlord
may deliver the financial statements to any prospective or existing mortgagee or purchaser of the
Building, subject, however, to obtaining any necessary confidentiality agreements to the extent
such information is not publicly available.



     m. Recordation. This Lease may not be recorded without Landlord’s prior written consent, but
Tenant and Landlord agree, upon the request of the other party, to execute a memorandum hereof for
recording purposes.



     n. Partial Invalidity. The invalidity of any portion of this Lease shall not invalidate the
remaining portions of the Lease.



     o. Binding Effect. This Lease shall be binding upon the respective parties hereto, and upon
their heirs, executors, successors and assigns.



     p. Entire Agreement. This Lease supersedes and cancels all prior negotiations between the
parties, and no changes shall be effective unless in writing signed by both parties. Tenant
acknowledges and agrees that it has not relied upon any statements, representations, agreements or
warranties except those expressed in this Lease, and that this Lease contains the entire agreement
of the parties hereto with respect to the subject matter hereof. Neither this Lease nor any
provision hereof may be changed, waived, discharged or terminated orally. Only an instrument in
writing signed by the party against which enforcement of the change, waiver, discharge or
termination is sought shall be binding on that party.



     q. Good Standing. If requested by Landlord, Tenant shall furnish appropriate legal
documentation evidencing the valid existence in good standing of Tenant, and the authority of any
person signing this Lease to act for the Tenant. If Tenant signs as a corporation, each of the
persons executing this Lease on behalf of Tenant does hereby covenant and warrant that Tenant is a
duly authorized and existing corporation, that Tenant has and is qualified to do business in the
State in which the Premises are located, that the corporation has a full right and authority to
enter into this Lease and that each of the persons signing on behalf of the corporation is
authorized to do so.



38









 





     r. Terminology. The singular shall include the plural, and the masculine, feminine or neuter
includes the other. If there is more than one Tenant, the obligations hereunder imposed upon
Tenant shall be joint and several. Submission of this instrument for examination or signature by
Tenant does
not constitute a reservation of or option for lease, and it is not effective as a lease or
otherwise until execution and delivery by both Landlord and Tenant. The agreements, conditions and
provisions herein contained shall, subject to the provisions as to assignment, apply to and bind
the heirs, executors, administrators, successors and assigns of the parties hereto. Tenant shall
not, without the written consent of Landlord, use the name of the Building for any purpose other
than as the address of the business to be conducted by Tenant in the Premises. Landlord reserves
the right to change the name of the Building as it deems appropriate from time to time. If any
provisions of this Lease shall be determined to be illegal and unenforceable, such determination
shall not affect any other provision of this Lease and all such other provisions shall remain in
full force and effect.



     s. Headings. Headings of sections are for convenience only and shall not be considered in
construing the meaning of the contents of such section.



     t. Choice of Law; Waiver of Jury Trial. This Lease shall be interpreted and enforced in
accordance with the laws of the State in which the Premises are located. Landlord and Tenant
hereby waive trial by jury in any action, proceeding, or counterclaim brought by Landlord or
Tenant against the other on any matter whatsoever arising out of or in any way connected with this
Lease, the relationship of Landlord to Tenant, the use or occupancy of the Premises by Tenant or
any person claiming through or under Tenant, any claim of injury or damage, and any emergency or
other statutory remedy; provided, however, the foregoing waiver shall not apply to any action for
personal injury or property damage. If Landlord commences any summary or other proceeding for
non-payment of rent or the recovery of possession of the Premises, Tenant agrees not to interpose
any counterclaim of whatever nature or description in any such proceeding, unless the failure to
raise the same would constitute a waiver thereof.



     u. Effective Date. The submission of this Lease to Tenant for review does not constitute a
reservation of or option for the Premises, and this Lease shall become effective as a contract
only upon the execution and delivery by both Landlord and Tenant. The date of execution shall be
entered on the top of the first page of this Lease by Landlord, and shall be the date on which the
last party signed the Lease, or as otherwise may be specifically agreed by both parties. Such
date, once inserted, shall be established as the final day of ratification by all parties to this
Lease, and shall be the date for use throughout this Lease as the “Effective Date”.



     v. Designation of Representative. If more than one person or party shall be Landlord or
Tenant, such parties, by appointment by the holders of (i) at least fifty one percent (51%) of the
estate of Landlord or Tenant, as the case may be, or (ii) the owners of at least fifty one percent
(51%) of the Premises, or of a corporation that owns or controls the Premises, Landlord or Tenant,
as the case may be, by Notice to the other, shall designate a single person or party to act as
their sole representative to receive or pay the Base Rent and Additional Rent, give or receive
Notices, and give consents under this Lease for and on behalf of Landlord or Tenant, as the case
may be; in which case payments of the Base Rent and Additional Rent to or by, Notice to or by and
consent by such representative shall be deemed to be valid payment to or by, Notice to or by or
consent by all of the parties constituting Landlord or Tenant, as the case may be. Such
designation may be revoked by Notice given in the same manner as the appointment,



39









 




by death of the
person designated or by judicial determination of incompetency of the person designated, but not
otherwise. Until such designation is revoked, payment to, or Notice to or by, or consent by such
representative shall be conclusively binding upon all of the parties constituting Landlord or
Tenant, as the case may be, and upon their respective heirs, executors, administrators, guardians,
successors, and assigns. In the event no such appointment shall
be in effect at any time during the term of this Lease, payment and Notice to and consent by
any one party who may own an interest in the estate of Landlord or Tenant, as the case may be,
shall be deemed payment and Notice to and consent by all of the parties constituting Landlord or
Tenant, as the case may be, and upon their respective heirs, executors, administrators, guardians,
successors, and assigns.




     w. Execution. This Lease consists of this Lease, the Workletter, the Addendum, Exhibits A,
A-l, A-2, A-3, B, C, D, E and F, and all other Exhibits, if any, specified in the Table of
Contents, all of which shall constitute a single agreement. Landlord and Tenant have executed this
Lease by signing and dating this Lease and Workletter and initialing the first page of this Lease.
This Lease may be signed in multiple counterparts which together shall constitute on and the same
instrument.



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



     y. Landlord’s Right to Grant Easements. Landlord shall have the right, without the consent of
Tenant, to grant to adjacent land owners, including Landlord, at any time and from time to time
during the Term of this Lease, easements and rights of ingress, egress and common use and
enjoyment with respect to the roads, walks, unimproved portions of the land on which the Building
is located, water, sewage, telephone, gas and electricity lines, and Landlord may at any time and
from time to time grant easements, public and private, for such purposes to itself and to others,
and relocate any easements now or hereafter affecting the land on which the Building is located;
provided, however, that in no event shall Landlord be permitted to take any action permitted by
this paragraph if such action would (i) materially adversely and permanently affect Tenant’s
ingress and egress to and from the Premises, (ii) materially and permanently reduce the available
parking of the Building, or (iii) overburden the Common Areas or the utilities or other portions
of the Property.



     z. No Waiver. The waiver by Landlord of any agreement, condition or provision herein
contained shall not be deemed to be a waiver of any subsequent breach of the same or any other
agreement, condition or provision herein contained, nor shall any custom or practice which may
grow up between the parties in the administration of the terms hereof be construed to waive or to
lessen the right of Landlord to insist upon the performance by Tenant in strict accordance with
said terms. The subsequent acceptance of rental hereunder by Landlord shall not be deemed to be a
waiver of any preceding breach by Tenant of any agreement, condition or provision of this Lease,
other than the failure of Tenant to pay the particular rental so accepted, regardless of
Landlord’s knowledge of such preceding breach at the time of acceptance of such rental.



40










 




     30. SPECIAL CONDITIONS. The following special conditions, if any, shall apply, and where in
conflict with earlier provisions in this Lease shall control:



     a. Right of First Offer.




     (1) Provided that Tenant is not in default (beyond applicable periods of notice and
cure) under this Lease and subject to existing rights of other tenants of the Building at
the time of execution of this Lease. Tenant acknowledges that the fifth floor is
currently leased to Cybera, Inc. Tenant shall have a continuous right of first offer
(“Right of First Offer”) to lease any space on the fourth (4th) or fifth
(5th) floors of Building C or the 1,671 RSF adjacent to the Data Center on
Floor 1 in Building A, currently occupied by Ford Motor Credit Company (“Expansion
Space”) should space become available to rent to a
third party (other than Ford Motor Company (“Ford”) or a Ford related party). In
such event, Landlord shall notify Tenant and Tenant shall have ten (10) Business Days
after receipt of Notice to give Notice to Landlord that it is exercising its right to
lease the Expansion Space upon the same terms and conditions offered to the third party,
except that the Base Rent shall be equal to the then Fair Market Rental Value (defined in
Section 30 b, below), unless Tenant exercises a Right of First Offer during the first 24
months of this Lease, in which event the Base Rent shall be at the same rate per rentable
square foot as the then current Base Rent and for a Term equal to the remaining Term.




     (2) Should Tenant not respond pursuant to Section 30 a (1) or respond negatively to
Landlord’s notice, then Landlord may lease the Expansion Space to such third party (or
Ford or its related party); provided, however, that Tenant’s Right of First Offer
shall nevertheless continue until the end of the initial Lease Term or any extension in
the event that the third-party lease is not consummated within 180 days after Tenant’s
receipt of Landlord’s Notice under Section 30a(l) or in the event the Expansion Space
becomes available following the expiration of any third party lease.




     (3) Tenant shall not have any rights under Section 30 a (1) if Tenant does not give
Landlord notice strictly according to Section 30 a (1), or if at the time either that
Tenant gives Landlord notice under Section 30 a (1) or that the Expansion Space is
delivered to Tenant:




	 	(i)	 	A default by Tenant under this Lease (beyond
applicable notice and cure periods) shall have occurred and be
continuing; or
	 
	 	(ii)	 	Spheris Operations Inc. (and/or any assignee
or sublessee described in Section 18C) occupies less than 100% of the
rentable square feet of the Premises.






     (4) It shall be a condition of Tenant’s right to exercise this option that Tenant is
not in default (beyond applicable periods of notice and cure) under this Lease both at
the time of Tenant’s exercise of this option and at the time the rent is scheduled to
commence on the Expansion Space; and this condition may be waived by Landlord at its sole
discretion and may not be used by Tenant as a means to negate the effectiveness of
Tenant’s exercise of this option.



41









 






     (5) The Tenant Improvement Allowance for construction of the Expansion Space shall be
determined at the greater of the initial Tenant Improvement Allowance or the Fair Market Rental
Value for the Tenant Improvement Allowance; provided, however, that if Tenant exercises a
Right of First Offer during the first 24 months of the Lease Term, then the Tenant Improvement
Allowance for construction of tenant improvements within the Expansion Space shall instead be
equal to the Tenant Improvement Allowance for the Premises (as set forth in the Workletter), times
a fraction, the numerator of which is the number of months that are remaining in the Lease Term at
the time Tenant exercises such Right of First Offer and the denominator of which shall be 120.




     (6) Tenant shall execute an amendment to the Lease prepared by Landlord, within fifteen (15)
days of its submission to Tenant; provided, however, that Landlord agrees not to submit
such amendment to Tenant until after the rent for the Expansion Space has been determined pursuant
to Section 30(b)(6) below. Such amendment shall memorialize items such as, but not limited to:




	 	(i)	 	anything affected by the increase in size of the Premises,
including, but not limited to, the increased rentable square feet, Base Rent,
Tenant’s Percentage Share, and Security Deposit.
	 
	 	(ii)	 	the date that the Rent for the Expansion Space shall commence
which shall be the earlier of:






	 	(a)	 	one hundred twenty (120) days from Landlord’s
receipt of Tenant’s Notice that it has exercised its right of first
offer, or
	 
	 	(b)	 	the Tenant’s occupancy (for purposes other than
construction of tenant improvements) of the Expansion Space.





     b. Option to Renew.




     (1) IF:




	 	(a)	 	Tenant is not in default (beyond applicable
periods of notice and cure) under this Lease; and
	 
	 	(b)	 	Tenant gives and Landlord receives written
notice not less than nine (9) months prior to the expiration of the
initial (or then extended) Lease Term of the Lease of Tenant’s
intention to extend the Term of the Lease (each an “Extended Term”);
and
	 
	 	(c)	 	Spheris Operations Inc. (or an assignee
described in Section 18c) is the Tenant and is in occupation of and




42









 






	 	 	 	conducting its business in the whole of the Premises in accordance with
the terms of this Lease, Tenant expressly acknowledging and agreeing
that this Section 30 b is personal to Tenant (and to its assignees
under Section 18c),






     (2) THEN:



     the Term of the Lease shall be extended as to the entire Premises, or at Tenant’s option, a
portion of the Premises, on a full floor basis (except for the Data Center in Building A), with a
minimum of 2 full floors, upon the expiration of the initial Lease Term, or the then-previous
Extension Term, if applicable, for the Extended Terms, as indicated in Section 1b, upon the same
terms and conditions as in the Lease except that:




	 	(a)	 	there shall be no further right
to extend the Lease Term (other than as indicated in Section 1
b); and
	 
	 	(b)	 	Landlord may, at its option,
require that Tenant enter into an extension agreement, as
prepared by Landlord, to give effect to such Extended Term, and
	 
	 	(c)	 	the Base Rent shall be at the
rental rate as specified in Section 30b (6) below at the time
the renewal notice is due.
	 
	 	(d)	 	For purposes of this Lease, the
term “Lease Term” shall be deemed to include, if applicable,
any Extended Term(s) unless specifically provided otherwise
herein.






     (3) If Tenant fails to give and if Landlord does not receive appropriate notice within
the time limit set out herein for extending the Lease Term, then this Section 30 b, shall
be null and void and of no further force or effect as to the upcoming Extension Term. If
Tenant gives and Landlord receives such appropriate notice within the time limit set out
herein for extending the Lease Term, it will execute the documentation submitted by
Landlord pursuant to Subsection (2)(b) of this Section 30b within ten (10) Business Days of
Tenant’s receipt of each document; provided, however, that Landlord agrees not to
submit such documentation to Tenant until such time that the rent is finally determined
pursuant to Section 30b(6) below.




     (4) [Intentionally Deleted]




     (5) It shall be a condition of Tenant’s right to exercise the Option to Extend herein
that Tenant shall not be in default (beyond applicable periods of notice and cure) under
this Lease both at the time of Tenant’s exercise of this option and at the time any
extension term is scheduled to commence; and this condition may be waived by Landlord at
its sole discretion and may not be used by Tenant as a means to negate the effectiveness of
Tenant’s exercise of this option.




     (6) (a) Within sixty (60) days following Tenant’s written notice to Landlord to extend
the Lease Term, Landlord shall notify Tenant in writing of the



43











 






proposed Rent amount to be paid during such Extended Term, which shall be the then Fair Market
Rental Value of the Premises. “Fair Market Rental Value” shall be defined as the annual rental
(projected from the date of the commencement of the payment of annual rental to which it applies)
which Tenant would reasonably expect to pay and Landlord would reasonably expect to receive under
leases of space of comparable conditions, on conditions comparable to this Lease, covering
premises similar to the Premises in the Franklin, Tennessee area and shall also include a
determination of all concessions, tenant improvement allowances and other benefits that Tenant
would reasonably expect to receive, and Landlord would reasonably expect to give under such a
lease at such rental rate. Tenant shall have sixty (60) days following receipt of Landlord’s
notice of determination of the proposed Extended Term Rent, in which to:




	 	(i)	 	accept such determination; or
	 
	 	(ii)	 	elect to have such determination made by appraisal as described
below; or
	 
	 	(iii)	 	withdraw its notice of exercise of option to extend.






	 	(b)	 	If Tenant fails to notify Landlord in writing of its election within said sixty
(60) day period, Tenant shall be deemed conclusively to have withdrawn its notice of
exercise of the option to extend the Lease and the Lease shall terminate on the Expiration
Date of the Initial Lease Term, or, if applicable, the previously exercised Extended Term
as if such notice was never given. If Tenant elects to have such determination made by
appraisal, then:








	 	(i)	 	Within ten (10) days after Landlord receives
Tenant’s notice of its election to have such determination made by
appraisal, Landlord and Tenant shall each appoint and employ, at its
cost, a real estate appraiser (who shall be licensed in the State of
Tennessee and be a member of the American Institute of Real Estate
Appraisers [“MAI”]
with at least ten (10) years of full-time commercial appraisal and
real estate marketing experience in the Franklin, Tennessee area) to
appraise and establish the Fair Market Rental Value.
	 
	 	(ii)	 	Within thirty (30) days after the selection of
the two (2) appraisers, the appraisers shall each submit an appraisal
of the Fair Market Rental Value. If the appraisers are equal to or less
than ten percent (10%) apart in their determination of Fair Market
Rental Value, the Fair Market Rental Value shall be the average of the
two appraisals. If the appraisers are more than ten percent! (10%)
apart in their determination of Fair Market Rental Value, then the two
appraisers shall attempt to agree upon and designate a third appraiser
meeting the qualifications set forth above within




44









 






	 	 	 	ten (10) days after submittal of the Fair Market Rental Value
determination by both appraisers.






	 	(iii)	 	Within thirty (30) days after the selection of
the third appraiser, a majority of the appraisers shall agree upon the
Fair Market Rental Value. If a majority of the appraisers are unable to
agree within the stipulated time, then each appraiser shall render
his/her separate appraisal within such time, and the three appraisals
shall be averaged in order to establish such rate; provided, however,
if the low appraisal and/or the high appraisal are more than ten
percent (10%) lower and/or higher than the middle appraisal, the low
appraisal and/or high appraisal shall be disregarded. If both the low
appraisal and the high appraisal are disregarded, the middle appraisal
shall establish the Fair Market Rental Value. After the Fair Market
Rental Value has been established, the appraisers shall immediately
notify the parties in writing.






	 	(c)	 	Personal Property. Landlord and Tenant agree that Landlord shall
cause to be transferred as of the Commencement Date certain personal property
(the “Personal Property”) of Ford Motor Credit Company (“Ford Credit”) located
at the Premises, and more particularly described in the Bill of Sale attached
hereto as Exhibit F and incorporated herein and made a part of this Lease.
Tenant agrees that at the termination of this Lease all of Tenant’s personal
property, including the Personal Property shall be removed from the Premises,
in accordance with the terms of this Lease.
	 
	 	 	 	ADDENDUM AND EXHIBITS. The attached Addendum and Exhibits shall apply, and
where in conflict with earlier provisions in this Lease shall control. The
attached Addendum and Exhibits are incorporated herein and made a part of
this Lease.






	 	a.	 	Addendum
	 
	 	b.	 	Exhibit A — Premises (Space Plan to be replaced with Working Drawings, after mutual approval
by Landlord and Tenant)
	 
	 	c.	 	Exhibit A-1 — Site Plan
	 
	 	d.	 	Exhibit A-2 — Legal Description (Office Complex)
	 
	 	e.	 	Exhibit A-3 — Data Center Drawing
	 
	 	f.	 	Exhibit B — Rules and Regulations
	 
	 	g.	 	Exhibit C — Commencement Letter
	 
	 	h.	 	Exhibit D — Janitorial Services
	 
	 	i.	 	Exhibit E — License Agreement
	 
	 	j.	 	Exhibit F — Bill of Sale
	 
	 	k.	 	Exhibit G — Workletter





[Signatures on following page]




45









 





     
IN WITNESS WHEREOF, Landlord and Tenant have executed this lease in three (3) originals,
all as of the day and year first above written.




	 	 	 	 	 
	TENANT:



SPHERIS OPERATIONS INC.

 	 	 
	By:  	/s/ Gregory T. Stevens
 	 	 
	 	Printed Name:  	Gregory T. Stevens 	 	 
	 	Title:  	Chief Administrative Officer 	 	 
	 	Date:  	May 26, 2006 	 	 
	 
	LANDLORD:



FORD MOTOR LAND DEVELOPMENT CORPORATION

 
	By:  	/s/ Diane L. Morris
 	 	 
	 	Printed Name:  	Diane L. Morris 	 	 
	 	Title:  	Vice President 	 	 
	 	Date:  	6-6-06 	 	 
	 




46












 





ADDENDUM




     ADDITIONAL
RENT OPERATING EXPENSE PASS THROUGHS. For the calendar year commencing on
January 1, 2008 and for each calendar year thereafter, Tenant shall
pay to Landlord, as Additional Rent, Tenant’s Proportionate Share of any increase in Operating
Expenses (as hereinafter defined) incurred by Landlord’s operation or maintenance of the Building
dining such calendar year above the Operating Expenses Landlord incurred during the Base Year (as
hereinafter defined), but in no event shall the increase be more than 5% in any one calendar year.



     For purposes of calculating Tenant’s Proportionate Share of real and personal property taxes,
Landlord shall use the Base Year or the year in which the Building and improvements are completed
and are fully assessed, whichever shall be later. Tenant’s Proportionate Share shall be determined
pursuant to Section 2b of the Lease.



     For the calendar year commencing on January 1, 2008 and for each calendar year thereafter
during the Term, Landlord shall estimate the amount the Operating Expenses shall increase for such
calendar year above the Operating Expenses incurred during the Base Year. Landlord shall send to
Tenant a written statement of the amount of Tenant’s Proportionate Share of any estimated increase
in Operating Expenses and Tenant shall pay to Landlord, monthly or annually, at Landlord’s option,
Tenant’s Proportionate Share of such increase in Operating Expenses. Within ninety (90) days after
the end of each calendar year or as soon as possible thereafter, Landlord shall send a copy of the
Annual Statement to Tenant. Pursuant to the Annual Statement, Tenant shall pay to Landlord
Additional Rent as owed or Landlord shall adjust Tenant’s Rent payments if Landlord owes Tenant a
credit. After the Expiration Date, Landlord shall send Tenant the final Annual Statement for the
Term, and Tenant shall pay to Landlord Additional Rent as owed or if Landlord owes Tenant a
credit, then Landlord shall pay Tenant a refund. If there is a decrease in Operating Expenses in
any subsequent year below Operating Expenses for the Base Year then no additional rent shall be
due on account of Operating Expenses, but Tenant shall not be entitled to any credit, refund or
other payment that would reduce the amount of other additional rent or Base Rent owed. If this
Lease expires or terminates on a day other than December 31, then Additional Rent shall be
prorated on a 365 day calendar year (or 366 if a leap year). All payments or adjustments for
Additional Rent shall be made within thirty (30) days after the applicable Annual Statement is
sent to Tenant.



     The term “Base Year” shall mean the twelve month period beginning on the January 1, 2007 and
ending on December 31, 2007. Landlord shall deliver to Tenant an Annual Statement with respect to
the Base Year within 90 days after the end of the Base Year.



     The term “Operating Expenses” shall mean (1) the total actual cost or expense paid or
incurred by Landlord which is attributed to or allowable to the operation, maintenance and repair
of the Building and Common Areas, including, without limitation, ad valorem real and personal
property taxes, the costs incurred for air conditioning; mechanical ventilation; heating;
cleaning; rubbish removal; snow removal; general landscaping and maintenance; window washing
(interior and exterior, including inside partitions); elevators; escalators; porter and matron
service; transportation service, if any; electric current; steam; a management fee of five percent
(5%) of Base Rent (as defined in Section 3(b) herein); protection and security service; repairs,



1









 







maintenance; fire, extended coverage, boiler, sprinkler, apparatus, public liability and
property damage insurance (or the allocated cost associated with Landlord’s self-insurance program
(not to exceed the amount that would have been payable by Landlord to a third party insurance
company for similar coverage)); supplies; wages, salaries, disability benefits, pensions,
hospitalization, retirement plans and group insurance respecting service and maintenance
employees; uniforms and working clothes for such employees and the cleaning thereof; expenses
imposed pursuant to any collective bargaining agreement with respect to such employees; payroll,
social security, unemployment and other similar taxes with respect to such employees; sales, use
and other similar taxes; water rates, sewer rates; depreciation of all hand tools and other
movable equipment and personal property, which is, or should be, capitalized on the books of
Landlord and the cost of hand tools and other movable equipment and personal property which need
not be so capitalized, as well as cost of maintaining all such hand tools and movable equipment,
and any other costs, charges and expenses which, under generally accepted accounting principles
and practices, would be regarded as maintenance and operating expenses, and (2) the cost
reasonably allocable to the Building of any capital improvements made by Landlord after the
Commencement Date that reduce other Operating Expenses or made by Landlord after the date of this
Lease that are required under any governmental law or regulation that was not applicable to the
Building at the time it was constructed, such cost or allocable portion thereof to be amortized
over such reasonable period as Landlord shall determine together with interest on the unamortized
balance at such rate as may have been paid by Landlord on funds borrowed for the purpose of
constructing such capital improvements. Operating Expenses shall not include depreciation other
than depreciation on exterior window draperies provided by Landlord and carpeting in Common Areas;
costs of repair and maintenance which are paid for by proceeds of insurance, by other tenants or
third parties; advertising, public relations and promotions attributable to Landlord’s efforts to
increase or maintain the occupancy rate in the Building; tenants’ improvements, real estate
brokers’ commissions, interest and capital items other than those referred to in clause (2) above.
If the Building is not at least ninety-five percent (95%) occupied by tenants during all or a
portion of any Calendar Year (including the Base Year), Landlord may make appropriate adjustments
for such year in the components of Operating Expenses which vary depending upon the occupancy
level of the Building, employing generally accepted accounting and management principles. Any such
adjustments shall also be deemed expenses paid or incurred by Landlord and included in Operating
Expenses for such Calendar Year, as if the Building had been ninety-five percent (95%) occupied
and Landlord had actually paid or incurred such expenses, to the end that the actual amounts of
such variable components of Operating Expenses be fairly borne by tenants occupying the Building,
and provided that no such adjustment shall include any profit to Landlord in connection with such
variable cost. The annual statement of Operating Expenses shall be accounted for and reported in
accordance with generally accepted accounting principles (the “Annual Statement”).



     Tenant’s Right to Review Annual Statement. Within 90 days following the date of the Annual
Statement for the Base Year or any subsequent year, Tenant shall have the right upon request to
review Landlord’s books and records pertaining to Operating Expenses and Property Taxes. Such
review shall be conducted only during regular business hours at the office where Landlord
maintains its books and records with respect to the Operating Expenses and only after Tenant gives
Landlord 14 days prior written notice. Tenant shall deliver to Landlord a copy of the results of
such audit within 15 days of its receipt by Tenant. No audit shall be conducted at any time Tenant
is in default of any of the terms of the Lease. No subtenant shall have any right to



2









 




conduct an audit and no assignee shall conduct an audit for any period during which such
assignee was not in possession of the Premises. The costs of the audit shall be borne by Tenant










3









 








EXHIBIT A

PREMISES




(Space Plan to be replaced with Working Drawings, after mutual approved by Landlord
and Tenant)






4









 














5











 





EXHIBIT A-2




LEGAL DESCRIPTION — OFFICE COMPLEX


Being a tract of land known as Lot 5 of the Final Plat of Cool Springs East Subdivision, Section
One, Revision One as recorded in Plat Book 22, Page 46, Register’s Office of Williamson County
(ROWC), Tennessee, said tract lying in Williamson County in the 8th District of
Franklin, Tennessee. Bounded on the south by Lot 694 and 695 of Final Plat of Cool Springs East
Subdivision, Section One, Revision Three (Resubdivision of Lot 4) (Section 35 of Cool Springs
East), as recorded in Plat Book 42, page 102, ROWC; bounded on the west by the eastern ROW of
Interstate 65 (ROW varies); bounded on the north by Continental Cool Springs East, as recorded in
Deed Book 3112, page 646, ROWC, and by Songbird Aviation II, LLC, as recorded in Deed Book 3357,
page 103, ROWC; and bounded on the east by the western Right- of-Way (ROW) of Carothers Boulevard
(132’ ROW); Said tract being described according to a survey prepared by Robert M. Searson, TRLS
#1666, Littlejohn Engineering Associates, dated 3/8/06, Job No. 26032, as follows:



POINT OF BEGINNING being a set point on the southeast corner of the tract being described, said
point lying on said western ROW of Carothers Parkway and being N 28 deg. 44’ 57” E 404.42’ from
the centerline intersection of said Carothers Parkway and Gillespie Drive; thence leaving said ROW
of Carothers Parkway and along the common line of the tract being described and said Lot 694 and
695 with the following: N 66 deg. 31’ 32” W 404.32’ to a set point; thence S 68 deg. 28’ 27” W
193.44’ to a set point; thence N 66 deg. 31’ 32” W 470.27’ to a set point; thence N 21 deg. 31’
32” W 193.44’ to a set point; thence N 66 deg. 31’ 32” W 609.00’ to a found iron rod lying on said
eastern ROW of Interstate 65, said point being the southwest corner of the tract being described;
thence leaving said common line and along said ROW of Interstate 65 with the following: N 28 deg.
42’ 16” E 303.32’ to a found iron rod with “Ragan & Smith” cap; thence N 61 deg. 14’ 08” E 282.97’
to a set point; thence N 16 deg 11’ 55” E 199.84’ to a set point; thence N 31 deg. 27’ 43” W
296.95’ to a found iron rod with “Ragan & Smith” cap; thence N 07 deg. 54’ 14” W 36.26’ to a set
point, said point being the northwest corner of the tract being described; thence leaving said ROW
of Interstate 65 with the following: S 79 deg. 55’ 28” E 1319.73’ to a set point; thence N 89 deg.
18’ 28” E 534.19’ to a point lying on said western ROW of Carothers Parkway, said point being the
northeast corner of said tract; thence along said ROW of Carothers Parkway with the following:
with a curve to the left having a length of 270.97’, having a radius of 1373.57’, having an
interior angle of 11 deg. 18’ 10”, and having a chord bearing and distance of S 08 deg. 16’ 04” W
270.53’ to a set point; thence S 02 deg. 36’ 59” W 200.00’ to a set point; thence with a curve to
the right having a length of 895.78’, having a radius of 1172.43’, having an interior angle of 43
deg. 46’ 34”, and having a chord bearing a distance of S 24 deg. 30’ 16” W 874.15’ to a set point;
thence S 46 deg. 23’ 33” W 139.09’ to the point of beginning.



Tract contains 2,174,901 square feet or 49.93 acres.



Tax Parcel ID: 053 142.00

Address: 9009 Carothers Parkway, Franklin, Tennessee






6









 








EXHIBIT A-3




Data Center Space













7









 








EXHIBIT B

Rules and Regulations



1. No part or the whole of the sidewalks, plaza areas, entrances, passages, courts, elevators,
vestibules, stairways, corridors or halls of the Building shall be obstructed or encumbered by
tenant or used for any purpose other than ingress and egress to and from the space demised to
such tenant.



2. No awnings or other projections shall be attached to the outside walls or windows of the
Building. No curtains, blinds, shades, or screens visible from the exterior of the Premises or
the Building (other than those to be installed as part of the Workletter) shall be attached to
or hung in, or used in connection with, any window or door of the space demised to any tenant.
Tenants will not place objects against glass partitions or doors or windows which would be
unsightly from any of the corridors of the Building or from the exterior of the Building and
will promptly remove any such objects upon notice from Landlord.



3. No sign, advertisement, object, notice, or other lettering shall be exhibited, inscribed,
painted, or affixed on any part of the outside of the space demised to any tenant or of the
Building. Signs on exterior doors and directory tablets, if any, shall be inscribed, painted,
or affixed for each tenant by Landlord at Landlord’s expense, and shall be of a size, color,
and style approved by Landlord.



4. No show cases, signs or other articles shall be put in front of or affixed to any part of
the exterior of the Building, nor placed in the halls, corridors, vestibules, or other public
parts of the Building.



5. The water and wash closets and other plumbing fixtures shall not be used for any purposes
other than those for which they were constructed, and no sweepings, rubbish, rags, or other
substances (including, without limitation, coffee grounds) shall be thrown therein.



6. No tenant shall bring or keep, or permit to be brought or kept, any inflammable,
combustible, or explosive fluid, material, chemical, or substance in or about the Building.



7. No tenant shall drill into, or in any way deface, any part of the Building or the space
demised to such tenant. No boring, cutting, or stringing of wires shall be permitted, except in
the Data Center, Building A, as may be necessary, with Landlord’s prior written approval which
shall not be unreasonably withheld.



8. No cooking (with the exception of microwave ovens to heat food) shall be done or permitted
in the Building by any tenant. No tenant shall cause or permit any unusual or objectionable
fumes, smoke, odors or other discharges to emanate from the space demised to such tenant.



9. Smoking is not permitted in the Building. Smoking is permitted outside of the Building, if
any, as designated and redesignated in writing from time to time by Landlord, in its sole,
absolute and arbitrary discretion. All smoking materials must be disposed of in ashtrays or
other appropriate receptacles provided for that purpose.




8









 







10. Neither the whole nor any part of the space demised to any tenant shall be used for
manufacturing, for the storage of merchandise, or for the sale of merchandise (except that
Tenant’s Fulfillment Center may be used for shipping and receiving computers), goods, or property
of any kind at auction.



11. No tenant shall make, or permit to be made, any unseemly or disturbing noises or disturb or
interfere with other tenants or occupants of the Building or neighboring buildings or premises,
whether by the use of any musical instrument, radio, television set, or other audio device,
unmusical noise, whistling, singing, or in any other way. Nothing shall be thrown out of any
doors, windows, or skylights or down any passageways.



12. No additional locks or bolts of any kind shall be placed upon any of the doors or windows in
the space demised to any tenant, nor shall any changes be made in locks or the mechanism thereof,
unless written approval from Landlord is granted. Each tenant must, upon the termination of this
tenancy, return to Landlord all keys to offices and toilet rooms, either furnished to, or
otherwise procured by, such tenant, and in the event of the loss of any such keys, such tenant
shall pay Landlord the reasonable cost of replacement keys.



13. All removals from the Building, or the carrying in or out of the Building or the space demised
to any tenant of any safes, freight, furniture, or bulky matter of any description must take place
during such hours and in such manner as Landlord or its agents may determine, from time to time.
Landlord reserves the right to inspect all freight to be brought into the Building and to exclude
from the Building all freight which violates any of these rules and regulations or the provisions
of such tenant’s lease.



14. No tenant shall use or occupy or permit any portion of the space demised to such tenant to be
used or occupied as an employment bureau or for the storage, manufacture, or sale of liquor,
narcotics or drugs. No tenant shall engage or pay any employees in the Building, except those
actually working for such tenant in the Building, nor advertise for laborers giving an address at
the Building; provided, however, that tenant may advertise giving an address at the Building for
regular full-time or part-time employees retained in the normal course of tenant’s business at the
Building.



15. Landlord shall have the right to prohibit any advertising by any tenant which, in Landlord’s
reasonable opinion, tends to impair the reputation of the Building or its desirability as a
building for its intended uses, and upon notice from Landlord, such tenant shall refrain from or
discontinue such advertising.



16. Landlord reserves the right to control and operate the Common Areas in such manner as it deems
best for the benefit of the tenants generally, including, without limitation, the right to exclude
from the Building, between the hours of 6 P.M. and 7 A.M. on Business Days and at all hours on
Saturdays, Sundays and holidays, all persons who do not present a pass to the Building signed by
Landlord or other suitable identification satisfactory to Landlord. Landlord will furnish passes
to persons for whom any tenant requests such passes.




Each tenant shall be responsible for all persons for whom it requests such passes and shall be
liable to Landlord for all acts of such persons.




9









 







17. Each tenant, before closing and leaving the space demised to such tenant at any time, shall
see that all entrance doors to the Premises are locked. Tenant assumes full responsibility for
protecting its Premises from theft, robbery and pilferage, which includes keeping valuable items
locked up and doors locked after Business Hours and at other times the Premises are not in use.



18. Each tenant shall, at its expense, provide artificial light in the space demised to such
tenant for Landlord’s agents, contractors, and employees while performing janitorial or other
cleaning services and making repairs or alterations in such space.



19. No space demised to any tenant shall be used, or permitted to be used, for lodging or sleeping
or for any unlawful purpose.



20. The requirements of tenants will be attended to only upon application at the office of
Landlord. Landlord’s employees shall not be required to perform, and shall not be requested by any
tenant to perform, any work outside of their regular duties, unless under specific instructions
from the office of Landlord.



21. Canvassing, soliciting, and peddling in the Building are prohibited, and each tenant shall
cooperate in seeking their prevention.



22. There shall not be used in the Building, either by any tenant or by its agents or contractors,
in the delivery or receipt of merchandise, freight, or other matter, any hand trucks or other
means of conveyance except those equipped with rubber tires, rubber side guards, and such other
safeguards as Landlord may require.



23. No bicycles, vehicles, or animals of any kind shall be brought into or kept about the Building
by any tenant, except for animals assisting the disabled.



24. No tenant shall place, or permit to be placed, on any part of the floor or floors of the
Building, a load exceeding the floor load per square foot which such floor was designed to carry
and which is allowed by law. The floor load capacity is 200 pounds per square foot. The Building
core and exterior wall areas have a floor load capacity of approximately 300 pounds per square
foot.



25. Landlord reserves the right to specify where in the space demised to any tenant business
machines and mechanical equipment shall be placed or maintained in order, in Landlord’s judgment,
to absorb and prevent vibration, noise, and annoyance to other tenants of the Building.



26. Landlord reserves the right to place or install vending machines in any of the common areas of
the Building.



27. In case of invasion, mob, strike, riot, public excitement, or other commotion, Landlord
reserves the right to limit or prevent access to the Building during the continuance of the same
by closing the doors or taking other appropriate steps. Landlord will in no case be liable for
damages for any error or other action taken with regard to the admission to or exclusion from the
Building or any person at any time.




10









 







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



29. Tenant shall store all its trash and garbage in proper receptacles within its Premises or in
other facilities provided for such purpose by Landlord. Tenant shall not place in any trash box or
receptacle any material which cannot be disposed of in the ordinary and customary manner of trash
and garbage disposal. All garbage and refuse disposal shall be made in accordance with directions
issued from time to time by Landlord. Tenant will cooperate with any recycling program of the
Building.



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



31. Tenant shall be responsible for the observance of all of the Building Rules by Tenant
(including, without limitation, all employees, agents, clients, customers, invitees and guests of
Tenant.)



32. Tenant will not park or permit parking by its employees in any areas designated by Landlord
for parking by visitors to the Building. Only passenger vehicles may be parked in the parking
areas. No overnight or extended term parking or storage of vehicles is permitted without
Landlord’s written permission.



33. Landlord is not responsible for any damage, loss or theft to vehicles and the contents thereof
during ingress or egress from, moving through, or while parked on the site of the Building.



34. Landlord reserves the right, at any time and from time to time, to rescind, alter, or waive,
in whole or in part, any of these Rules and Regulations when it is deemed necessary, desirable, or
proper, in Landlord’s reasonable judgment, for its best interests or for the best interests of the
tenants.




11









 








EXHIBIT C

COMMENCEMENT AGREEMENT




     This COMMENCEMENT AGREEMENT (the “Agreement”), made and entered into as
of this                   day of                                 , 2006, by and between FORD MOTOR LAND
DEVELOPMENT CORPORATION, with its principal office at 330 Town Center Drive, Suite 1100,
Dearborn, MI 48126 (“Landlord”) and SPHERIS OPERATIONS INC., a Tennessee corporation, with its
principal office at 720 Cool Springs Blvd., Suite 200, Franklin, TN 37067 (“Tenant”);



WITNESSETH:




     WHEREAS, Tenant and Landlord entered into that certain Lease Agreement dated
                                         (the “Lease”), for space comprising approximately 70,209 rentable
square feet, in the building located at 9009 Carothers Parkway, City of Franklin, County of
Williamson, State of Tennessee; and



WHEREAS, the parties desire to establish the Commencement Date and Expiration Date as set forth
below,



     NOW, THEREFORE, in consideration of the mutual and reciprocal promises herein contained,
Tenant and Landlord hereby agree that said Lease hereinafter described be, and the same is
hereby modified in the following particulars:



     1. The term of the Lease by and between Landlord and Tenant actually commenced (with
respect to Floor 2 and Floor 3 of Building C and Data Center, Building A of the Leased
Premises) on                                          (the “Commencement Date”). The term of the Lease by
and between Landlord and Tenant actually commenced (with respect to Floor 1 of the Leased
Premises) on                                         . The initial term of said Lease shall terminate on
                     (the “Expiration Date”). Section 3, entitled “Term”, and all references to the
Commencement Date and Termination Date in the Lease are hereby amended.



     2. The execution of this Agreement shall not constitute the exercise by Tenant of any
option it may have to extend the term of the Lease.



     3. The Lease is in full force and effect and is hereby ratified and confirmed.



     4. Except as modified and amended by this Agreement, the Lease shall remain in full force
and effect.



12









 





     IN WITNESS WHEREOF, Landlord and Tenant have caused this Agreement to be duly executed, as
of the day and year first above written.



	 	 	 	 	 
	Tenant: SPHERIS OPERATIONS INC., a Tennessee corporation 

 	 	 
	By:  	/s/ Gregory T. Stevens
 	 	 
	 	Printed Name:  Gregory T. Stevens 	 	 	 
	 	Title:  	Chief Administrative Officer	 	 
	 	Date:	May 26, 2006 	 	 
	 



	 	 	 	 	 
	Landlord:



FORD MOTOR LAND DEVELOPMENT CORPORATION


 	 	 
	By:  	/s/ Diane L. Morris
 	 	 
	 	Printed Name:  Diane L. Morris	 	 	 
	 	Title:  
Date:	Vice President
6-6-06
 	 	 
	 




13











 





EXHIBIT D

JANITORIAL SERVICES





	 	•	 	Executive offices, training/conference rooms, reception area, corridors, kitchen area
and high traffic areas will be dusted and vacuumed daily.
	 
	 	•	 	Carpet areas will be completely vacuumed weekly.
	 
	 	•	 	Carpet will be spot cleaned daily.
	 
	 	•	 	Tile floors will be spray buffed twice a week and machine scrubbed weekly.
	 
	 	•	 	Trash receptacles will be emptied three times a week, with the exception of executive
offices, training/conference rooms, reception area, corridors, and kitchen area which will
be emptied daily.
	 
	 	•	 	Recycle bins from a central location will be emptied two times a week or as necessary.
	 
	 	•	 	All executive office furniture and building surfaces will be cleaned daily and dusted
weekly.
	 
	 	•	 	In addition to the above, the following cleaning services will be performed for the
restrooms and kitchen areas of the Building:






	 	•	 	clean and disinfect all fixtures, drinking fountains and other surfaces daily.
	 
	 	•	 	Refill dispensers daily.
	 
	 	•	 	Furniture and building surfaces will be cleaned daily.
	 
	 	•	 	On a weekly basis, clean and refill floor drains, descale toilets and urinals.






	 	•	 	Quarterly, all air vents and returns will be dusted and cleaned with a damp cloth.
	 
	 	•	 	Annually, carpets will be shampooed and tile floors will be striped and re-finished.
High traffic areas will be shampooed quarterly.




Tenant understands that Landlord may substitute for any of the methods or devices set forth in
this Exhibit D, other methods or devices, which will achieve substantially the same results.






14









 








EXHIBIT E




LICENSE AGREEMENT



     THIS LICENSE AGREEMENT (“License”) made this       day of                     , 2006,
by and between Ford Motor Land Development Corporation, a Delaware corporation (“Licensor”), and
Spheris Operations Inc., a Tennessee corporation (“Licensee”).



RECITALS




     Licensor is the owner of certain real property located at 9009 Carothers Parkway, Franklin,
TN 37067 (the “Building”). Licensor and Licensee have entered into a lease dated
                                   , 2006 (the “Lease”) for space in the Building more particularly described
therein. The parties desire to provide for the use by Licensee of a portion of the roof of the
Building as provided below.



TERMS AND CONDITIONS




     1. Licensed Area: For valuable consideration, receipt of which is hereby acknowledged
and the covenants and conditions to be observed and performed by Licensee, Licensor hereby grants
to Licensee a license and permission to enter upon the area to install and
maintain 1 satellite dish not to exceed
                feet in diameter (the “Dish”) on the roof of the
Building in a location designated by Licensor (“Licensed Area”). Licensor reserves the right upon
reasonable notice to Licensee to require the relocation of all equipment installed by Licensee to
another location on the roof of the Building, at Licensor’s cost.



     2. Term: The term of this License shall be coterminous with the Lease.



     3. Use: Licensee shall use the Licensed Area for the installation, operation, use,
repair, replacement and maintenance of the Dish (of which the height, appearance and installation
procedures must be approved in writing by Licensor which approval shall not be unreasonably
withheld or delayed) for Licensee’s sole use and the necessary mechanical and electrical equipment
to service said Dish all of which shall comply with all applicable governmental regulations.
Licensee may have access to the Licensed Area during normal business hours and at other times by
providing Licensor with reasonable prior notice and by reimbursing Licensor for any expenses
incurred by Licensor in connection therewith.



     4. Licensee’s Costs: Licensee shall pay all costs of installation, operation, repair
and maintenance of the Dish.



     5. Licensee’s Operations: During the term of this License, the Licensed Area and all
equipment placed and maintained thereon shall be used by the Licensee for the use specified and
for no other use or purpose. Licensee shall not use or permit any other person to use the Licensed
Area, or any part thereof, for any purposes tending to injure the reputation thereof or for any
improper or offensive use or to constitute a nuisance and Licensee shall at all times conform to
and cause all persons using any part of the Licensed Area to comply with all public



15









 







laws, ordinances and regulations and the covenants and restrictions, from time to time applicable
thereto and to all operations thereon.



     Licensee shall require its employees, when using the Licensed Area, to stay within the
immediate confines thereof. In addition, in the event a cable television system is operating in
the area, Licensee shall at all times during the term of the License conduct its operations so as
to ensure that the cable television system shall not be subjected to harmful interference as a
result of such operations by Licensee. Upon notification from Licensor of any such interference,
Licensee agrees to immediately take the necessary steps to correct such situation, and Licensee’s
failure to do so shall be deemed a default under the terms of this License.



     During the term of this License, Licensee shall comply with any standards promulgated by
applicable governmental authorities or otherwise reasonably established by Licensor regarding the
generation of electromagnetic fields. Should Licensor determine in good faith at any time that the
Dish poses a health or safety hazard to occupants of the Building, Licensor may require Licensee
to remove the Dish or make other arrangements reasonably satisfactory to Licensor. Any claim or
liability resulting from the use of the Dish shall be subject to the insurance and indemnification
provisions set forth in this License Agreement.



     6. Removal: Upon the expiration or earlier termination of this License, Licensee
shall remove the Dish and all other equipment installed by it and shall repair all damage to the
Building directly attributable to the installation or removal of such Dish.



     7. Indemnification; Hold Harmless: Licensee agrees to indemnify, defend (with counsel
selected by Licensee) and hold Licensor and its parent, subsidiaries and affiliates and their
respective officers, directors, employees and agents harmless from any claims, judgments, damages,
penalties, fines, costs, liabilities (including sums paid in settlements of claims) or loss
including attorneys’ fees, consultant fees, and expert fees (consultants and experts to be
selected by Licensor) which arise dining or after the term of this License, from or in connection
with the Dish unless caused as a result of the negligence or willful misconduct of Licensor, its
officers, employees or agents. Licensor shall not be liable for any loss, damage or injury of any
kind whatsoever to the property of Licensee or the property or person, including death, of any of
Licensee’s employees, agents, invitees, contractors, or licensees or of any other person
whomsoever caused by any use of the Licensed Area by Licensee, its agents, employees, invitees,
contractors or licensees or occasioned by the failure on the part of Licensee to maintain said
Licensed Area in safe condition, or by any act or omission of Licensee or of any of Licensee’s
employees, agents or invitees, or arising from any other cause whatsoever; and Licensee, as a
material part of the consideration of this License, hereby waives on its behalf all claims and
demands against Licensor for any such loss, damage or injury suffered by Licensee, its agents,
employees, invitees, contractors or licensees provided, however, nothing contained herein shall be
deemed to waive any claim arising out of negligence or willful misconduct of Licensor or its
agents, officers, employees, or contractors.



     8. Liens: Licensee shall not permit to be enforced against the Licensed Area any
mechanics’, materialman’s, contractors’ or other liens arising from, or any claims for damage
growing out of, any work of installation, repair or alteration as herein authorized or otherwise
arising (except from the actions of Licensor) and Licensee shall pay or cause to be paid all of
said liens and claims before any action is brought to enforce the same against Licensor or the



16









 







Licensed Area; and Licensee agrees to indemnify and hold Licensor and the Licensed Area free and
harmless from all liability for any and all such liens and claims and all costs and expenses in
connection therewith.



     9. Taxes: Dining the term of this License, Licensor shall pay all taxes attributable
to the Building of which the Licensed Area is a part, and Licensee shall pay all taxes
attributable to the Dish and other equipment owned and installed by Licensee.



     10. Assignment: This License shall not be assignable in whole or in part, except to
permitted assignee of the Lease, and any attempted assignment thereof, without the consent of
Licensor, shall immediately terminate this License.



     11. Insurance: Tenant shall insure the Dish with fire and extended coverage and shall
pay any increase in Landlord’s general liability coverage which is directly attributable to the
Dish. Moreover, should the exercise of Licensee’s rights hereunder result in any increase in
Licensor’s insurance rates on the Building of which Licensee was given notice, Licensee shall
promptly following demand reimburse Licensor for such additional expenses incurred by Licensor.



     12. Remedies: Should Licensee default in the performance of or breach any covenant or
condition on Licensee’s part to be kept and performed under the Lease after notice and expiration
of applicable cure periods or under this License (if such default continues for 30 days after
written notice thereof is delivered by Landlord to Tenant), then in any such event Licensor may,
at its option, without prejudice to any other right or remedy it may have, terminate this License
and the Lease by giving Licensee written notice of such termination, and upon such termination all
rights of Licensee shall cease and end.



     13. Covenants and Conditions: This License and each and all of the covenants and
conditions hereof shall inure to the benefit of and shall bind the successors in interest of
Licensor and subject to the restrictions set forth in the above Paragraph entitled “Assignment,”
the successors and assigns of Licensee.



     14. Notices: All rents, notices or other communication shall be sent in accordance
with the provisions of the Lease regarding notices.



     The parties hereto have executed this License as of the date first above written.




	 	 	 	 	 
	LICENSOR:

FORD MOTOR LAND DEVELOPMENT CORPORATION,

a Delaware corporation

 	 	 
	By:  	/s/ Diane L. Morris
 	 	 
	 	Its: Vice President 	 	 
	 	 	 	 



17









 






	 	 	 	 	 
	LICENSEE:



SPHERIS OPERATIONS INC., 

a Tennessee corporation

 	 	 
	By:  	/s/ P. A. Sudmir
 	 	 
	 	Its: Chief Administrative Officer 	 	 
	 	 	 	 
	 




18











 





EXHIBIT F




[BILL OF SALE]



     FORD MOTOR CREDIT COMPANY, a Delaware corporation (“Seller”), for and in consideration of the
sum of One and No/100 Dollars ($1.00), in lawful money, and other good and valuable consideration
unto it paid by SPHERIS OPERATIONS INC., a Tennessee corporation (“Purchaser”), the receipt and
sufficiency of which are hereby acknowledged by Seller, has granted, bargained, sold, transferred,
set over and delivered, and by these presents does grant, bargain, sell, transfer, set over and
deliver unto Purchaser, its successors and assigns, all of Seller’s right, title, and interest in
and to the items set forth and described on the inventory list attached hereto as Exhibit “A” and
by this reference made a part hereof, owned by Seller and located at 9009 Carothers Parkway,
Franklin, Tennessee (all of which are together hereinafter referred to as the “Personal
Property”).



     And Seller, for itself and its successors and assigns, hereby covenants to and with
Purchaser, its successors and assigns, that Seller is the lawful owner of said Personal Property,
that Seller has good right to sell the same, that said Personal Property is unencumbered, and that
Seller will warrant and defend the Personal Property against the lawful claims and demands of all
persons whomsoever.



     The Personal Property is used equipment. The Personal Property is sold to Purchaser “as-is,
where is, with all faults”. Seller has not made and does not make any express or implied
representations or warranties whatsoever including, without limitation, any representations or
warranties regarding the Personal Property’s condition, durability, operation, quality of
materials or workmanship, compliance with specifications or applicable law. In no event will
Seller be liable for any special, indirect, or consequential damages arising under or in any way
connected with the Personal Property, including, but not limited to, those for loss or
interruption of use, revenue, or profit.



     IN WITNESS WHEREOF,
Seller has caused this Bill of Sale to be executed under seal this            day
of                      , 2006.



	 	 	 	 	 
	 	“SELLER”:



FORD MOTOR CREDIT COMPANY, 

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



19









 






	 	 	 	 	 



EXHIBIT “A” TO BILL OF SALE 




INVENTORY LIST



[TO BE ATTACHED]



20









 





EXHIBIT G




WORKLETTER



21









 





EXHIBIT G




Work Letter




     1. Existing Building. Landlord confirms that the Existing Building has been
constructed and/or renovated so that it complies with Applicable Laws and applicable Deed
Restrictions. As used herein, the “Existing Building” shall mean Building A and Building C of the
Office Complex, including, all base, shell and core improvements, all improvements to the common
areas of the Building A and Building C, and all above-ceiling improvements to the Premises
including the installed and finished ceiling. As used herein, the term “Applicable Laws” shall
mean any and all laws, ordinances and zoning regulations of any federal, state or local
governmental authority having jurisdiction with respect to the Premises. As used herein, the term
“Deed Restriction” shall mean any and all restrictive covenants, agreements or other encumbrances
of record in the Register’s Office for Williamson County, Tennessee, encumbering the Premises,
including without limitation the Protective Covenants.



     2. Tenant Improvements. “Tenant Improvements” shall include all work to be done
within the Premises including partitioning, interior doors, floor covering and finishes,
reflective ceiling, electrical fixtures, electrical outlets and switches, telephone outlets,
plumbing fixtures, paint and wall coverings, shelving and other millwork and locations for
computer and word processing equipment, and all work related to such items, including the
preparation of any plans related thereto, all to be more particularly set forth in the Working
Drawings. Landlord will construct the Tenant Improvements in accordance with all Applicable Laws
and Deed Restrictions, if any, and in accordance with the Working Drawings, approved by Tenant and
Landlord, as defined in Paragraph 4 below. Landlord will provide the Tenant Allowance described in
Paragraph 8 below. All Tenant Improvements will be done to the standards and using the materials
and finishes set forth in the approved Working Drawings.



     3. Parties’ Responsibilities.



          (a) Landlord’s Responsibilities. Landlord will construct the Tenant Improvements and
make any necessary modifications to the Existing Building as may be necessary or appropriate for
the Existing Building to comply with this Work Letter. Landlord will be responsible for the review
and approval of all plans and construction drawings for the Tenant Improvements as provided in
Paragraph 4 below. Upon approval of such plans by both parties, Landlord will be responsible for
ensuring that all of the work done to modify, construct, and prepare the Premises shall be done in
a good and workmanlike manner in compliance with all Applicable Laws and the approved Working
Drawings. Landlord agrees to exercise due diligence in causing the construction and installation
of the Tenant Improvements with a proposed occupancy date of October 15, 2006. Landlord will not
charge Tenant for any construction management fees or construction supervisory fees.




          (b) Tenant’s Responsibilities. Tenant shall be responsible for the preparation and
approval of preliminary space plans and specifications for the Tenant Improvements (“Space
Plans”), and Tenant shall be responsible for the preparation and approval of the final




Exhibit G, page 2




 









 







construction drawings and specifications for the Tenant Improvements (“Working
Drawings”) as described in Paragraph 4 below, for the review and approval of all pricing related
to the construction of the Tenant Improvements, and for the payment of any Tenant approved charges
in excess of the Tenant Allowance.




          (c) Mutual Cooperation. Landlord and Tenant agree to negotiate in good faith with
each other to achieve the approval of the Working Drawings.




     4. Working Drawings



          (a) Prior to Lease execution or within ten (10) days thereafter, but not later than June 1,
2006, Tenant’s architect shall prepare Space Plans for the Premises and, after approval by Tenant,
said Space Plans shall be submitted to Landlord for approval, which approval shall not be
unreasonably withheld, conditioned, or delayed. If Landlord desires modifications to the Space
Plans, Landlord shall notify Tenant in writing within ten (10) days following its receipt thereof,
and the parties shall promptly confer to reach agreement on the Space Plans. Landlord and Tenant
agree to negotiate in good faith with each other to achieve the approval of the Space Plans. If
Landlord fails to notify Tenant of any objections to the Space Plans within the 10-day period,
Landlord shall be deemed to have approved said Space Plans.




          (b) Within five (5) weeks after the date Landlord and Tenant agree upon and approve the Space
Plans, Tenant shall cause its architect to prepare final Working Drawings, shall review and
approve such Working Drawings, and shall submit the same to Landlord for approval, which approval
shall not be unreasonably withheld. If Landlord requests modifications to the Working Drawings,
Landlord shall notify Tenant in writing within ten (10) days of Landlord’s receipt of said
drawings from Tenant. If Tenant objects to any modifications requested by Landlord to the Working
Drawings, the parties shall promptly confer to resolve all issues related thereto. If Landlord
fails to notify Tenant of any modifications within the ten (10) day period, Landlord shall be
deemed to have approved said Working Drawings.




          (c) Once approved by both parties, the Working Drawings shall not be changed without
Landlord’s and Tenant’s prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed provided that Tenant may withhold its consent to any change in the Working
Drawings proposed by Landlord if in Tenant’s sole and absolute discretion, such change (i) would
materially adversely affect Tenant’s intended use of the Premises, or (ii) materially increase the
cost of the Tenant Improvements. If any material change is necessary in the Working Drawings due
to requirements of any Applicable Laws, Landlord shall consult with Tenant to develop an approach
to meeting any such requirements that are acceptable to Tenant and Landlord.




     5. Bidding the Job.



          (a) Following approval of the Working Drawings by both parties, Landlord will use DWC
Construction Company, Inc. (“DWC”), as general contractor to complete the




Exhibit G, page 3




 









 







work; provided, however, that Tenant shall have the right to approve the pricing aspects
of Landlord’s construction contract with DWC, which approval shall not be unreasonably withheld.
DWC shall secure a minimum of three (3) independent bids from subcontractors qualified to handle
the various trade work to complete a project of this scope and complexity. Landlord shall approve
the subcontractors based on lowest pricing and timing.




     6. [Intentionally deleted.]



     7. Construction.



          (a) Process and Schedule. Landlord shall use its best efforts to cause all necessary
permits to be secured within thirty (30) days after the approval by both Landlord and Tenant of
the Working Drawings selection of the Contractor, and shall cause the Contractor to promptly
commence and to complete construction in accordance with the Working Drawings; provided, however,
that Landlord shall not be responsible for any delays beyond its reasonable control for obtaining
such permits. Landlord shall supervise the completion of the Tenant Improvements and shall use its
best efforts to ensure that the Premises are substantially completed on or before October 15,
2006. All work shall be done in a good and workmanlike manner in accordance with all Applicable
Laws and the Working Drawings.




          (b) Landlord agrees to repair and correct any work or materials installed by Landlord or
Contractor in the Premises that prove defective as a result of faulty materials, equipment or
workmanship and that first appear within one year after the Commencement Date, or provided any
materials or work are covered by a warranty until such later time as any applicable warranties
provided by a manufacturer or contractor have expired. Notwithstanding the foregoing, Landlord
shall not be responsible for the repairs or correction of any defective work or materials
installed by Tenant or any contractor other than Contractor (or a subcontractor under the control
or working on behalf of Contractor), or any work or materials that prove defective as a result of
any act or omission of Tenant or any of Tenant’s employees, agents, invitees, licensees,
subtenants, customers, clients or guests.




     8. Payment for Tenant Improvements: Reimbursements.



          (a) Landlord will provide to Tenant an allowance of $2,106,270 ($30.00/RSF) (“Tenant
Allowance”) except for costs to be paid pursuant to Section 8 (b), such Tenant Allowance shall be
used at Tenant’s discretion, and from time to time upon Tenant’s request for any and all costs
associated with necessary modifications to the Existing Building or the construction of the Tenant
Improvements and any and all other costs incurred in Tenant’s occupancy of the Premises, including
without limitation, the following: (i) costs of labor and materials, (ii) fees and other charges
payable to contractors, (iii) fees to governmental authorities for permits, inspections, and
certificates of occupancy, (iv) utilities during construction, (v) furniture requested by the
Tenant including, at a value of $200.00 per work station, approximately 115 Typical A’s and 45
Typical B’s, to be in good working order and




Exhibit G, page 4




 









 







repair, and Tenant will pay (or use Tenant Allowance) to inventory, move and set-up of
said furniture (vi) other out-of-pocket costs and expenses incurred by Landlord that are directly
related to the preparation of the Working Drawings or the construction of the Tenant Improvements,
and (vii) any other item that is permitted to be charged against the Tenant Allowance pursuant to
this Section 8.




          (b) Except as provided otherwise herein, the cost of constructing the Tenant Improvements
shall be charged against the Tenant Allowance. If the total cost of the Tenant Improvements
exceeds the Tenant Allowance, the excess shall be paid by Tenant in accordance with subsection (d)
below, provided that Tenant shall not be liable for any excess cost in connection with the Tenant
Improvements unless Tenant has approved such excess cost in advance and in writing.




          (c) In the event that Tenant shall request any changes or substitutions to the Tenant
Improvements after the Working Drawings have been prepared and the Contractor’s bid for the Tenant
Improvements has been accepted, any additional costs which cause the Tenant Improvements to exceed
the Tenant Allowance shall be paid by Tenant, provided that Tenant approves such additional costs
in writing before the work is done.




          (d) If Tenant is required to pay any costs in excess of the Tenant Allowance, Tenant shall
pay fifty percent (50%) of the approved excess costs when approximately fifty percent (50%) of the
work is complete (based on actual progress payments made to the Contractor), with the remainder to
be paid upon substantial completion of the Tenant Improvements subject to a ten percent (10%)
holdback until all punch-list items have been completed.




          (e) If the costs to construct the Tenant improvements are less than the Tenant Allowance, the
difference shall be applied to the initial installment(s) of rent and other amounts Tenant is
obligated to pay under the Lease.




          (f) As part of the Tenant Allowance and to the extent any portion of the Tenant Allowance
remains after substantial completion of the Tenant Improvements, Landlord also agrees to reimburse
Tenant for the following:




               (i) Any cost incurred by Tenant for the preparation of the Tenant Improvement Plans; and



               (ii) Actual moving expenses incurred by Tenant in connection with its occupancy of the
Building.



          (g) Except as otherwise set forth in this Section 8, any payment required to be made by
either part pursuant to the terms of this Section 8 shall be made not less than thirty (30) days
after the request for such payment by the other party.




     9. Completion/Punch-List. The Premises shall not be considered substantially complete
until (i) the Tenant Improvements have been completed in accordance with the Working Drawings
subject only to the completion of a written punch list containing



Exhibit G, page 5




 









 







items that will not interfere with Tenant’s use and occupancy of the Premises for
Tenant’s permitted use under the Lease, and (ii) a certificate of occupancy and/or a conditional
use permit or other such document has been issued for the Premises by the applicable governing
authority (“Substantial Completion”). Within thirty (30) days after Substantial Completion, Tenant
shall have the right to inspect the Premises and deliver to Landlord a list of punchlist items
that Tenant believes fail to comply with the Working Drawings (“Tenant’s Punchlist”). In the event
Landlord disagrees with any items on Tenant’s Punchlist, the Contractor and Tenant’s Architect
shall review such disputed items and jointly issue a revised punchlist containing those items that
Contractor and Tenant’s Architect determine fail to comply with the Working Drawings (“Revised
Punchlist”), which Revised Punchlist shall be binding on Landlord and Tenant. Landlord shall
promptly make the repairs and renovations required by the Revised Punchlist.




     10. Delay of Commencement Date. Notwithstanding the Commencement Date provided in the
Lease, Tenant’s obligation for the payment of monthly installments of Rent thereunder shall not
commence until Substantial Completion; provided however, that if Landlord shall be delayed in
substantially completing such Tenant Improvements as a result of any of the following, which shall
be deemed a “Tenant Delay”:




	 	(a)	 	Tenant’s failure to return approved Space Plans, Working
Drawings and/or cost estimates; or
	 
	 	(b)	 	Tenant’s request for materials, finishes or installations
which are not readily available; or
	 
	 	(c)	 	Tenant’s changes in the Space Plans or Working Drawings; or
	 
	 	(d)	 	The non-performance by a person, firm or corporation employed
by Tenant and delay of completion of the Tenant Improvements by such person,
firm or Corporation; or
	 
	 	(e)	 	Any other matter which is deemed to be a Tenant Delay pursuant
to the terms of the Workletter;






then Tenant shall pay to Landlord one day worth of the monthly Rent for each day
of Tenant Delay to the extent that the Tenant Delay causes a delay in the
Substantial Completion so long as, with respect to each occurrence of Tenant
Delay, Tenant has been provided written notice thereof promptly after such
Tenant Delay commences.



     11. Miscellaneous.



          (a) Landlord and the Contractor shall allow Tenant and/or Tenant’s agents access to the
Premises at least forty-five (45) days prior to the Substantial Completion of the Premises for the
purpose of Tenant and/or Tenant’s agents installing furniture, equipment or fixtures (including
Tenant’s data and telephone equipment and related cabling) in the Premises, and for other
activities related to Tenant’s preparation for occupying the Premises so long as Tenant and/or
Tenant’s agents do not unreasonably interfere with the work to be performed by Landlord or the
Contractor in the Building and the Premises.




Exhibit G, page 6




 









 








          (b) During the period of construction of the Tenant Improvements and Tenant’s move into
the Premises, Tenant and Tenant’s agents shall not be charged, directly or indirectly, for parking,
restrooms, HVAC usage, electricity, water, elevator usage, loading dock usage, freight elevator
usage, security, or similar services.




          (c) Immediately prior to the delivery of the Premises to Tenant, Landlord shall remove all
rubbish and debris therefrom and thoroughly clean the Premises.




Exhibit G, page 7