EX-10.34






Exhibit 10.34







35 MELANIE LANE, L.L.C.




Landlord,




and




BREEZE-EASTERN, CORPORATION




Tenant




 






LEASE




 






Premises:




In




35 Melanie Lane

Hanover, New Jersey






1









 




TABLE OF CONTENTS



	 	 	 	 	 
	ARTICLES	 	PAGES
	ARTICLE 1 — DEFINITIONS
	 	 	1	 
	ARTICLE 2 — DEMISE AND TERM
	 	 	7	 
	ARTICLE 3 — RENT
	 	 	7	 
	ARTICLE 4 — USE OF DEMISED PREMISES
	 	 	8	 
	ARTICLE 5 — PREPARATION OF DEMISED PREMISES
	 	 	9	 
	ARTICLE 6 — TAX AND OPERATING EXPENSE PAYMENTS
	 	 	11	 
	ARTICLE 7 — COMMON AREAS
	 	 	12	 
	ARTICLE 8 — SECURITY
	 	 	13	 
	ARTICLE 9 — SUBORDINATION
	 	 	15	 
	ARTICLE 10 — QUIET ENJOYMENT
	 	 	17	 
	ARTICLE 11 — ASSIGNMENT, SUBLETTING AND MORTGAGING
	 	 	17	 
	ARTICLE 12 — COMPLIANCE WITH LAWS
	 	 	22	 
	ARTICLE 13 — INSURANCE AND INDEMNITY
	 	 	27	 
	ARTICLE 14 — RULES AND REGULATIONS
	 	 	30	 
	ARTICLE 15 — ALTERATIONS AND SIGNS
	 	 	30	 
	ARTICLE 16 — LANDLORD’S AND TENANT’S PROPERTY
	 	 	32	 
	ARTICLE 17 — REPAIRS AND MAINTENANCE
	 	 	33	 
	ARTICLE 18 — UTILITY CHARGES
	 	 	36	 
	ARTICLE 19 — ACCESS, CHANGES AND NAME
	 	 	37	 
	ARTICLE 20 — MECHANICS’ LIENS AND OTHER LIENS
	 	 	39	 
	ARTICLE 21 — NON-LIABILITY
	 	 	39	 
	ARTICLE 22 — DAMAGE OR DESTRUCTION
	 	 	40	 
	ARTICLE 23 — EMINENT DOMAIN
	 	 	43	 
	ARTICLE 24 — SURRENDER
	 	 	44	 
	ARTICLE 25 — CONDITIONS OF LIMITATION
	 	 	44	 
	ARTICLE 26 — RE-ENTRY BY LANDLORD
	 	 	46	 
	ARTICLE 27 — DAMAGES
	 	 	46	 
	ARTICLE 28 — AFFIRMATIVE WAIVERS
	 	 	49	 
	ARTICLE 29 — NO WAIVERS
	 	 	49	 
	ARTICLE 30 — CURING TENANT’S DEFAULTS
	 	 	49	 
	ARTICLE 31 — BROKER
	 	 	50	 
	ARTICLE 32 — NOTICES
	 	 	50	 
	ARTICLE 33 — ESTOPPEL CERTIFICATES
	 	 	51	 
	ARTICLE 34 — ARBITRATION
	 	 	51	 




2







 






	 	 	 	 	 
	ARTICLES	 	PAGES
	ARTICLE
35 — MEMORANDUM OF LEASE
	 	 	52	 
	ARTICLE
36 — LANDLORD REPRESENTATIONS AND MISCELLANEOUS
	 	 	52	 






EXHIBITS




	 	 	 	 	 
	Exhibit A
	 	—	 	Demised Premises
	 
	 	 	 	 
	Exhibit B
	 	—	 	Description of Land
	 
	 	 	 	 
	Exhibit C
	 	—	 	Workletter
	 
	 	 	 	 
	Exhibit D
	 	—	 	Rules and Regulations
	 
	 	 	 	 
	Exhibit E
	 	—	 	Letter of Credit
	 
	 	 	 	 
	Exhibit F
	 	—	 	Parking Area Designation
	 
	 	 	 	 
	Exhibit G
	 	—	 	Superior Leases
	 
	 	 	 	 
	Exhibit H
	 	—	 	Superior Mortgages
	 
	 	 	 	 
	Exhibit I
	 	—	 	Amortization of the Cost of Landlord’s Work
	 
	 	 	 	 
	Exhibit J
	 	—	 	PNC’s Landlord’s Waiver
	 
	 	 	 	 
	Exhibit K
	 	—	 	Environmental Access Agreement
	 
	 	 	 	 
	Exhibit L
	 	—	 	Tenant’s Protected View Area
	 
	 	 	 	 
	Exhibit M
	 	—	 	Landlord’s Environmental Reports delivered to Tenant






3









 






     LEASE, dated May 13, 2009, between 35 MELANIE LANE, L.L.C., a Delaware limited liability
company, having an office at 400 Plaza Drive, P.O. Box 1515, Secaucus, New Jersey 07096-1515
(“Landlord”), and BREEZE-EASTERN CORPORATION, a Delaware corporation, having an office at 700
Liberty Avenue, Union, New Jersey 07083 (“Tenant”).



ARTICLE 1 — Definitions




     1.01. As used in this Lease (including in all Exhibits and any Riders attached hereto, all of
which shall be deemed to be part of this Lease) the following words and phrases shall have the
meanings indicated:



     A. Advance Rent: $ 67,325.81



     B. Additional Charges: All amounts that become payable by Tenant to Landlord hereunder other
than the Fixed Rent.



     C. Architect: As Landlord may designate.



     D. Brokers: Colliers Houston & Co., and FirstService Williams



     E. Building: The building or buildings now or hereafter located on the Land and known or to
be known as 35 Melanie Lane, Hanover, New Jersey.



     F. Calendar Year: Any twelve-month period commencing on a January 1.



     G. Commencement Date: The date on which this Lease has been fully executed by both parties
(the “Execution Date”) at which time possession of the Demised Premises shall be delivered to
Tenant.



     H. Common Areas: All areas, spaces and improvements in the Building and on the Land which
Landlord makes available from time to time for the common use and benefit of the tenants and
occupants of the Building and which are not exclusively available for use by a single tenant or
occupant, including, without limitation, parking areas, roads, walkways, sidewalks, landscaped and
planted areas, community rooms, if any, the managing agent’s office, if any, and public rest rooms,
if any. The Common Areas shall also include a parking area consisting of approximately 250 parking
spaces where, as more particularly provided in Section 7.03, Tenant’s employees, guests and
customers can park as designated on the site plan attached hereto as Exhibit F.



     I. Demised Premises: The space located on the first and second floors of the Building that
is outlined in red on the floor plan attached hereto as Exhibit A. The Demised Premises contains
or will contain approximately 116,246 square feet of Floor Space subject to adjustment upon
verification by the Architect. The Demised Premises shall include all Tenant Work as hereinafter
defined.



1









 





     J. Environmental Laws: Any and all federal, state, county, or municipal statutes or laws now
or at any time hereafter in effect, including but not limited to, the Comprehensive Environmental
Response, Compensation, and Liability Act (42 U.S.C. §§9601 et seq.), the Hazardous Materials
Transportation Act (49 U.S.C. §§5101 et seq.), the Resource Conservation and Recovery Act (42
U.S.C. §§6901 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 Toxic Substances Control Act, as amended (15 U.S.C.
§§2601 et seq.), and the Occupational Safety and Health Act (29 U.S.C. §§651 et seq.), and any
state or local laws, rules, or regulations relating to discharges, releases, or spills of Hazardous
Substances (defined below) to the lands, waters, or air, including but not limited to the New
Jersey Spill Compensation and Control Act, N.J.S.A. 58:10-23.11 et seq., and implementing
regulations, and the New Jersey Industrial Site Recovery Act, N.J.S.A. 13:1K-6, et. seq. (“ISRA”),
as these laws have been amended or may be supplemented from time to time.



     K. Expiration Date: The date that is the day before the tenth (10th) anniversary
of the Fixed Rent Commencement Date if the Fixed Rent Commencement Date is the first day of a
month, or the tenth (10th) anniversary of the last day of the month in which the Fixed
Rent Commencement Date occurs if the Fixed Rent Commencement Date is not the first day of a month.
However, if the Term is extended by Tenant’s effective exercise of Tenant’s right, if any, to
extend the Term, the “Expiration Date” shall be changed to the last day of the latest extended
period as to which Tenant shall have effectively exercised its right to extend the Term. For the
purposes of this definition, the earlier termination of this Lease shall not affect the “Expiration
Date.”



     L. Fixed Rent: An amount at the following rates per annum multiplied by the Floor Space of
the Demised Premises: from the Fixed Rent Commencement Date through the date which is the day
before the fifth (5th) anniversary of the Fixed Rent Commencement, Six and 95/100
($6.95) Dollars; from the fifth anniversary of the Fixed Rent Commencement Date through the
original Expiration Date Seven and 95/100 ($7.95) Dollars. It is intended that the Fixed Rent
shall be an absolutely net return to Landlord throughout the Term, free of any expense, charge or
other deduction whatsoever, with respect to the Demised Premises, the Building, the Land and/or the
ownership, leasing, operation, management, maintenance, repair, rebuilding, use or occupation
thereof, or any portion thereof, with respect to any interest of Landlord therein, except as may
otherwise expressly be provided in this Lease.



     M. Fixed Rent Commencement Date: January 1, 2010.



     N. Floor Space: Any reference to Floor Space of a demised premises shall mean the floor area
stated in square feet bounded by the exterior faces of the exterior walls, or by the exterior or
Common Areas face of any wall between the premises in question and any portion of the Common Areas,
or by the center line of any wall between the premises in question and space leased or available to
be leased to a tenant or occupant, plus a pro rata portion of the floor area of the Common Areas in
the Building; and any reference to Floor Space of the Building shall mean the aggregate Floor Space
of the demised premises leased or which Landlord has available to be leased in the Building. There
will be no reduction of Floor Space measurements for setbacks for store fronts or service
entrances, and Floor Space of any premises with a setback for a store front



2









 







shall be measured to the line of such premises as if such premises had no setback. Any
reference to the Floor Space is intended to refer to the Floor Space of the entire area in question
irrespective of the Person(s) who may be the owner(s) of all or any part thereof.



     O. Guarantor: N/A.



     P. Hazardous Substance: Any pollutant, contaminant, toxic or hazardous waste, dangerous
substance, noxious substance, toxic substance, flammable, explosive, radioactive material, urea
formaldehyde foam insulation, asbestos, PCBs, or any other substances the removal of which is
required, or the manufacture, preparation, production, generation, use, maintenance, treatment,
storage, transfer, handling, or ownership of which is restricted, prohibited, regulated, or
penalized by any and all Environmental Laws.



     Q. Insurance Requirements: Rules, regulations, orders and other requirements of the
applicable board of underwriters and/or the applicable fire insurance rating organization and/or
any other similar body performing the same or similar functions and having jurisdiction or
cognizance over the Land and Building, whether now or hereafter in force.



     R. Land: The Land upon which the Building and Common Areas are located. The Land is
described on Exhibit B.



     S. Landlord’s Work: The materials and work to be furnished, installed and performed by
Landlord at its expense in accordance with the provisions of Exhibit C.



     T. Legal Requirements: Laws and ordinances of all federal, state, city, town, county,
borough and village governments, and rules, regulations, orders and directives of all departments,
subdivisions, bureaus, agencies or offices thereof, and of any other governmental, public or
quasi-public authorities having jurisdiction over the Land and Building, whether now or hereafter
in force, including, but not limited to, those pertaining to Environmental Laws.



     U. Mortgage: A mortgage and/or a deed of trust.



     V. Mortgagee: A holder of a mortgage or a beneficiary of a deed of trust.



     W. Operating Expenses: The sum of the following: the cost and expense (whether or not within
the contemplation of the parties) for the repair, maintenance, policing, insurance and operation of
the Building and Land not for the exclusive benefit of another tenant at the Building. The
“Operating Expenses” shall, include, without limitation, the following: (i) the cost for rent,
casualty, liability, boiler and fidelity insurance, (ii) management fees (whether provided directly
by the Landlord or an independent party) not to exceed three percent (3%) of the Fixed Rent divided
by the Tenant’s Fraction, (iii) costs and expenses incurred for legal, accounting and other
professional services (including, but not limited to, costs and expenses for in-house or staff
legal counsel or outside counsel at rates not to exceed the reasonable and customary charges for
any such services as would be imposed in an arms length third party agreement for such services).
All items included in Operating Expenses shall be determined in accordance with generally accepted
accounting principles consistently applied. To the extent



3









 







any of the expenditures by Landlord making up Operating Expenses hereunder would be classified
as capital expenditure items pursuant to generally accepted accounting principles then an amount,
per annum, equal to the cost of such items shall be amortized over the useful life of such item, as
reasonably determined by Landlord’s accountant, together with interest, which interest shall be the
lesser of (x) the Prime Rate as announced in the Wall Street Journal (or a successor index
reasonably selected by Landlord) or (y) the interest rate at which the Landlord borrows money under
the Mortgage encumbering the Building and Land, and shall be included annually in Operating
Expenses with respect to the capital expenditures. Notwithstanding the foregoing, the Tenant shall
not be required to pay or reimburse the Landlord for any of the following costs or expenses as part
of Operating Expenses:




	 	(1)	 	Legal fees, brokerage commissions, advertising costs, or other
expenses incurred in connection with mortgage financing, refinancing, sale
or entering into or modifying a superior lease or ground lease;
	 
	 	(2)	 	Depreciation or amortization of the Building or Property
(except as provided in this Lease);
	 
	 	(3)	 	Damage and repairs reimbursed under any insurance policy
required to be carried by, Landlord in connection with the Building and
Property (except for any deductible amount);
	 
	 	(4)	 	Landlord’s general overhead expenses related to the Demised
Premises or Property;
	 
	 	(5)	 	Payments of principal or interest on any mortgage or other
encumbrance;
	 
	 	(6)	 	Legal fees, accountants’ fees, arbitration expenses and other
expenses incurred in connection with any and all disputes with tenants at
the Building, except as otherwise set forth herein;
	 
	 	(7)	 	Interest, penalties or other costs arising out of Landlord’s
failure to make timely payment of its obligations, other than as a result
of a default by Tenant;
	 
	 	(8)	 	Any fee or expenditure paid or payable by Landlord to any
affiliate of Landlord, to the extent that such fee or expenditure exceeds
the amount which would be payable in the absence of such relationship;
	 
	 	(9)	 	Costs incurred to test, survey, clean up, contain, abate,
remove or otherwise remedy Hazardous Substances or Hazardous Materials from
the Building or Land, to the extent the cost for same are the Landlord’s
responsibility under Section 12.12 hereof without cost or expense to Tenant
hereunder;
	 
	 	(10)	 	Property management fees except as expressly permitted by the
Lease;
	 
	 	(11)	 	Costs incurred in advertising and promotion related to the
leasing of the Property (including gifts and promotional services to
prospective tenants or other parties);
	 
	 	(12)	 	Any entertainment, dining or travel expenses for any purpose;
	 
	 	(13)	 	Taxes relating to revenues received by Landlord;
	 
	 	(14)	 	Costs incurred in connection with a financing, transfer or
disposition of all or any part of the Property or any interest therein,
other than costs incurred for items which would be includible in Operating
Expenses if not incurred in connection with such financing, transfer or
disposition of all or




4









 






	 	 	 	any part of the Property (such as, without limitation, repairs or
maintenance of the Building or the Land); and






	 	(15)	 	Monies paid to any charities or not-for-profit organizations,
including, but not limited to, political donations.





     X. Permitted Uses: Tenant shall use and occupy the Demised Premises for offices, laboratory,
assembly, light manufacturing, research and development, product testing and quality control,
warehousing, distribution, engineering and its executive, sales and administrative offices and for
any other lawful purpose similar in nature to the foregoing, consistent with the character and
quality of the operations being conducted in the warehouse buildings owned and managed by
Landlord’s affiliates in the industrial park in which the Building is located. Tenant shall not
use, permit or suffer the use of the Premises, or any part thereof, for any illegal purpose.



     Y. Person: A natural person or persons, a partnership, a corporation, or any other form of
business or legal association or entity.



     Z. Property. The Land and Building.



     AA. Ready for Occupancy: The Demised Premises shall not be deemed Ready for Occupancy until
the Landlord has substantially completed the Landlord’s Work and the parties do a walk through of
the Demised Premises preparing a punch list of the remaining work to be completed by the Landlord,
if any. In the event the remaining work to be completed by the Landlord does not interfere with
the Tenant’s moving forward with the Tenant’s Work and the Landlord agrees to use reasonable
efforts to complete the punch list items within sixty (60) days, then the Demised Premises shall be
deemed Ready for Occupancy.



     BB. Real Estate Taxes: The real estate taxes, assessments and special assessments imposed
upon the Building and Land by any federal, state, municipal or other governments or governmental
bodies or authorities, and any expenses incurred by Landlord in contesting such taxes or
assessments and/or the assessed value of the Building and Land, which expenses shall be allocated
to the period of time to which such expenses relate. If at any time during the Term the methods of
taxation prevailing on the date hereof shall be altered so that in lieu of, or as an addition to or
as a substitute for, the whole or any part of such real estate taxes, assessments and special
assessments now imposed on real estate there shall be levied, assessed or imposed (a) a tax,
assessment, levy, imposition, license fee or charge wholly or partially as a capital levy or
otherwise on the rents received therefrom, or (b) any other such additional or substitute tax,
assessment, levy, imposition or charge, then all such taxes, assessments, levies, impositions, fees
or charges or the part thereof so measured or based shall be deemed to be included within the term
“Real Estate Taxes” for the purposes hereof.



     CC. Rent: The Fixed Rent and the Additional Charges.



     DD. Rules and Regulations: The reasonable rules and regulations that may be promulgated by
Landlord from time to time, which may be reasonably changed by Landlord from time to time. The
Rules and Regulations now in effect are attached hereto as Exhibit D.



5









 





     EE. Security Deposit: Such amount as Tenant has deposited or hereinafter deposits with
Landlord as security under this Lease. Tenant shall initially provide security in the form of a
Letter of Credit, the sum of three (3) months Fixed Rent which is equal to $201,977.43 within
fifteen (15) business days of the date hereof.



     FF. Successor Landlord: As defined in Article 9.03.



     GG. Superior Lease: Any lease to which this Lease is, at the time referred to, subject and
subordinate.



     HH. Superior Lessor: The lessor of a Superior Lease or its successor in interest, at the
time referred to.



     II. Superior Mortgage: Any Mortgage to which this Lease is, at the time referred to, subject
and subordinate.



     JJ. Superior Mortgagee: The Mortgagee of a Superior Mortgage at the time referred to as set
forth on Exhibit H attached hereto.



     KK. Tenant’s Architect: Horton Architecture & Design.



     LL. Tenant’s Fraction: The Tenant’s Fraction shall mean the fraction, the numerator of which
shall be the Floor Space of the Demised Premises and the denominator of which shall be the Floor
Space of the Building (51.23 %). If the size of the Demised Premises or the Building shall be
changed from the initial size thereof, due to any taking, any construction or alteration work or
otherwise, the Tenant’s Fraction shall be changed to the fraction, the numerator of which shall be
the Floor Space of the Demised Premises and the denominator of which shall be the Floor Space of
the Building.



     MM. Tenant’s Property: As defined in Article 16.02.



     NN Tenant’s Work: The facilities, materials and work which may be undertaken by or for the
account of Tenant (other than the Landlord’s Work) to equip, decorate and furnish the Demised
Premises for Tenant’s occupancy.



     OO. Term: The period commencing on the Commencement Date and ending at 11:59 p.m. of the
Expiration Date, but in any event the Term shall end on the date when this Lease is earlier
terminated.



     PP. Unavoidable Delays: A delay arising from or as a result of a strike, lockout, or labor
difficulty, explosion, sabotage, accident, riot or civil commotion, act of war, fire or other
catastrophe, Legal Requirement or an act of the other party and any cause beyond the reasonable
control of that party, provided that the party asserting such Unavoidable Delay has exercised its
best efforts to minimize such delay.



6









 





ARTICLE 2 — Demise and Term




     2.01. Landlord hereby leases to Tenant, and Tenant hereby hires from Landlord, the Demised
Premises, for the Term. This Lease is subject to (a) any and all existing encumbrances,
conditions, rights, covenants, easements, restrictions and rights of way, of record, and other
matters of record (“Restrictions of Record”) and (b) easements now or hereafter created by Landlord
in, under, over, across and upon the Land for sewer, water, electric, gas and other utility lines
and services now or hereafter installed, and (c) applicable zoning and building laws, regulations
and codes, and such matters as may be disclosed by an inspection or survey. Landlord represents
that, subject to compliance by Tenant with applicable Legal Requirements, as of the date hereof
none of the Restrictions of Record prohibit the use and enjoyment of the Demised Premises for the
Permitted Uses. Promptly following the Commencement Date, the parties hereto shall enter into an
agreement in form and substance satisfactory to Landlord setting forth the Commencement Date.



ARTICLE 3 — Rent




     3.01. Tenant shall pay, commencing on the Fixed Rent Commencement Date, the Fixed Rent in
equal monthly installments in advance on the first day of each and every calendar month during the
Term (except that Tenant shall pay, upon the execution and delivery of this Lease by Tenant, the
Advance Rent, to be applied against the first installment or installments of Fixed Rent becoming
due under this Lease). If the Fixed Rent Commencement Date occurs on a day other than the first
day of a calendar month, the Fixed Rent for the partial calendar month at the Fixed Rent
Commencement Date shall be prorated.



     3.02. The Rent shall be paid in lawful money of the United States to Landlord at its office,
or such other place, or Landlord’s agent, as Landlord shall designate by notice to Tenant. Tenant
shall pay the Rent promptly when due without notice or demand therefor and without any abatement,
deduction or setoff for any reason whatsoever, except as may be expressly provided in this Lease.
If Tenant makes any payment to Landlord by check, same shall be by check of Tenant and Landlord
shall not be required to accept the check of any other Person, and any check received by Landlord
shall be deemed received subject to collection. If any check is mailed by Tenant, Tenant shall
post such check in sufficient time prior to the date when payment is due so that such check will be
received by Landlord on or before the date when payment is due. Tenant shall assume the risk of
lateness or failure of delivery of the mails, and no lateness or failure of the mails will excuse
Tenant from its obligation to have made the payment in question when required under this Lease.



     3.03. No payment by Tenant or receipt or acceptance by Landlord of a lesser amount than the
correct Rent shall be deemed to be other than a payment on account, nor shall any endorsement or
statement on any check or any letter accompanying any check or payment be deemed an accord and
satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right
to recover the balance or pursue any other remedy in this Lease or at law provided.



7









 





     3.04. If Tenant is in default with regard to the payment of Rent, Tenant waives Tenant’s
right, if any, to designate the items to which any payments made by Tenant are to be credited, and
Landlord may apply any payments made by Tenant to such items as Landlord sees fit, irrespective of
and notwithstanding any designation or request by Tenant as to the items to which any such payments
shall be credited.



     3.05. In the event that any installment of Fixed Rent due hereunder shall not be paid by the
first business day of the month for which such payment is due or in the event any other payment of
Rent hereunder shall be overdue, a “Late Charge” equal to four percent (4%) or the maximum rate
permitted by law, whichever is less for Rent so overdue may be charged as an administrative fee by
Landlord. If Rent is not paid within thirty (30) days of its due date, the Tenant shall, in
addition to Landlord’s other remedies and not in limitation thereof, also pay interest on unpaid
Rent at the annual rate of the lesser of eight (8%) percent per annum or the maximum legal rate for
so long as the Rent remains unpaid (“Late Payment Rate”). In the event that any check tendered by
Tenant to Landlord is returned for insufficient funds, Tenant shall pay to Landlord, in addition to
the charge imposed by the preceding sentence, a fee of $50.00. Any such Late Charges if not
previously paid shall, at the option of the Landlord, be added to and become part of the next
succeeding Rent payment to be made hereunder. Notwithstanding the foregoing, if the Tenant pays
any Rent within five (5) days of notice or invoice from the Landlord that it is late, the first
instance of application of the “Late Charge” shall be abated in each Calendar Year.



ARTICLE 4 — Use of Demised Premises




     4.01. Tenant shall use and occupy the Demised Premises for the Permitted Uses, and Tenant
shall not use or permit or suffer the use of the Demised Premises or any part thereof for any other
purpose. Tenant shall, subject to compliance by Tenant with applicable Legal Requirements, and
subject to the other provisions of this Lease, be permitted access to the Demised Premises
twenty-four (24) hours a day, seven (7) days a week.



     4.02. If any governmental license or permit, including a certificate of occupancy or
certificate of continued occupancy (a “Certificate of Occupancy”) shall be required for the proper
and lawful conduct of Tenant’s business in the Demised Premises or any part thereof, Tenant shall
duly procure and thereafter maintain such license or permit and submit the same to Landlord for
inspection. Tenant shall at all times comply with the terms and conditions of each such license or
permit. Tenant shall not at any time use or occupy, or suffer or permit anyone to use or occupy
the Demised Premises, or do or permit anything to be done in the Demised Premises, in any manner
which (a) violates the Certificate of Occupancy for the Demised Premises or for the Building; (b)
causes or is liable to cause injury to the Building or any equipment, facilities or systems
therein; (c) constitutes a violation of the Legal Requirements or Insurance Requirements; (d)
impairs the character, reputation or appearance of the Building; (e) impairs the proper and
economic maintenance, operation and repair of the Building and/or its equipment, facilities or
systems; or (f) in any material manner, annoys or inconveniences other tenants or occupants of the
Building.



8









 





     4.03. Tenant shall never conduct any warehouse sale at the Demised Premises at which its
goods or products are sold to the public.



ARTICLE 5 — Preparation of Demised Premises




     5.01.(a) The Demised Premises shall be completed and prepared for Tenant’s occupancy in the
manner described in, and subject to the provisions of, Exhibit C. Landlord shall use commercially
reasonable efforts to cause the Landlord’s Work set forth on Exhibit C to be completed within
thirty (30) days of the Commencement Date. Upon execution of the Lease, the Landlord shall deliver
possession of the Demised Premises to the Tenant. Tenant shall have thirty (30) days after
Landlord approves Tenant’s Plans and Specifications, defined below, within which to apply for its
building permits. Thereafter, upon the issuance of the building permits the Tenant shall proceed
with reasonable diligence to engage contractors in accordance with the procedures set forth in this
Lease. Within thirty (30) days of the substantial completion of the Tenant’s Work, the Tenant
shall promptly apply for a certificate of occupancy or temporary certificate of occupancy. After,
receipt of the certificate of occupancy or the temporary certificate of occupancy, the Tenant shall
occupy the Demised Premises. Except as expressly provided to the contrary in this Lease, the
taking of possession by Tenant of the Demised Premises shall be conclusive evidence as against
Tenant that the Demised Premises and the Building were in good and satisfactory condition at the
time such possession was taken subject to Landlord completing the Landlord’s Work. Except as
expressly provided to the contrary in this Lease, Tenant is leasing the Demised Premises “as is” on
the date hereof, subject to reasonable wear and tear and Landlord’s express obligation to complete
the Landlord’s Work. The cost of the Landlord’s Work set forth on Exhibit C to prepare the Demised
Premises for Tenant’s initial occupancy shall not be included in Operating Expenses or billed to
Tenant. Subject to Landlord’s obligation to complete any incomplete items of Landlord’s Work of
which Tenant gives Landlord written notice within thirty (30) days after the Commencement Date, the
Demised Premises shall be conclusively presumed to be in satisfactory condition on the Commencement
Date.



     5.01.(b)(i) Tenant shall be responsible for all construction and work to prepare the Demised
Premises for Tenant’s occupancy at Tenant’s cost and expense in accordance with Article 15 hereof.
Prior to performing any work in the Demised Premises, Tenant shall, within ten (10) days of the
date thereof submit to Landlord for approval its proposed plans and specifications for all
construction work in the Demised Premises including, but not limited to layout, mechanical,
electrical and plumbing plans and finish schedules (“Plans and Specifications”). Tenant shall
employ licensed architect(s) and/or engineer(s) for the preparation of the Plans and
Specifications. Landlord shall notify Tenant of Landlord’s approval or disapproval of such Plans
and Specifications within five (5) business days of its receipt of the Plans and Specifications.
If Landlord disapproves, Landlord shall provide written notice of the reasons for disapproval and
Tenant shall, within ten (10) days of receipt of notice of Landlord’s disapproval, resubmit revised
Plans and Specifications that correct such items. Landlord shall notify Tenant of Landlord’s
approval or disapproval of such revised Plans and Specifications within five (5) business days of
its receipt of the Plans and Specifications. With the prior



9









 







approval of the Landlord which will not unreasonably be delayed, withheld or conditioned,
Tenant may modify or alter the proposed Tenant’s Work and its Plans and Specification and/or
substitute similar materials of similar quality for those specified in the Plans and
Specifications.



     (ii) Tenant shall, at Tenant’s expense and at no cost or expense to Landlord, through Tenant’s
Architect or such other licensed professionals as Tenant may reasonably select, obtain and provide
all design and architectural services necessary to perform Tenant’s Work and shall be responsible
for complying with all building codes and Legal Requirements in connection with Tenant’s Work,
prior to commencing any work in the Demised Premises. Tenant shall obtain a permanent certificate
of occupancy of the Demised Premises for the Permitted Uses. The construction of Tenant’s Work in
the Demised Premises shall be performed in a first class workmanlike manner. At all times when
construction in the Demised Premises is in progress, including but not limited to prior to the
Fixed Rent Commencement Date, Tenant shall maintain or cause to be maintained the insurance
coverage required under Section 13.02.



     (iii) Tenant shall be solely responsible for the structural integrity of Tenant’s Work and for
the adequacy or sufficiency of the Plans and Specifications and all the improvements depicted
thereon or covered thereby, and Landlord’s consent thereto, approval thereof, or incorporation
therein of any of its recommendations shall in no way diminish Tenant’s responsibility therefor or
reduce or mitigate Tenant’s liability in connection therewith. Landlord shall have no obligations
or liabilities by reason of this Lease in connections with the performance of construction or of
the finish, decorating or installation work performed by Tenant, or on its behalf, or in connection
with the contracts for the performance thereof entered into by Tenant. Any warranties extended or
available to Tenant in connection with the aforesaid work shall be for the benefit also of
Landlord. Tenant further agrees that once it commences construction, it shall diligently and
continuously proceed with construction to completion.



     5.02. If the substantial completion of the Landlord’s Work shall be delayed due to (a) any act
or omission of Tenant or any of its employees, agents or contractors (including, without
limitation, [i] any delays due to changes in or additions to the Landlord’s Work, or [ii] any
delays by Tenant in the submission of plans, drawings, specifications or other information or in
approving any working drawings or estimates or in giving any authorizations or approvals), or (b)
any additional time needed for the completion of the Landlord’s Work by the inclusion in the
Landlord’s Work of any items specified by Tenant that require long lead time for delivery or
installation, then the Demised Premises shall be deemed Ready for Occupancy on the date when they
would have been ready but for such delay(s).



     5.03. If Landlord is unable to give possession of the Demised Premises on the Commencement
Date because of the holding-over or retention of possession by any tenant, undertenant or occupant,
Landlord shall not be subject to any liability for failure to give possession, the validity of this
Lease shall not be impaired under such circumstances, and the Term shall not be extended, but the
Rent shall be abated if Tenant is not responsible for the inability to obtain possession.



     5.04. Landlord reserves the right, at any time and from time to time, to increase, reduce or
change the number, type, size, location, elevation, nature and use of any of the Common



10









 







Areas and the Building and any other buildings and other improvements on the Land, including,
without limitation, the right to move and/or remove same, provided same shall not unreasonably
block or interfere with Tenant’s parking or means of ingress or egress to and from the Demised
Premises.



ARTICLE 6 — Tax and Operating Expense Payments




     6.01. Tenant shall, commencing on the Commencement Date, pay to Landlord, as hereinafter
provided, Tenant’s Fraction of the Real Estate Taxes. Tenant’s Fraction of the Real Estate Taxes
shall be the Real Estate Taxes in respect of the Building for the period in question, multiplied by
the Tenant’s Fraction, plus the Real Estate Taxes in respect of the Land for the period in
question, multiplied by the Tenant’s Fraction. If any portion of the Building shall be exempt
from all or any part of the Real Estate Taxes, then for the period of time when such exemption is
in effect, the Floor Space on such exempt portion shall be excluded when making the above
computations in respect of the part of the Real Estate Taxes for which such portion shall be
exempt. Landlord shall estimate the annual amount of Tenant’s Fraction of the Real Estate Taxes
(which estimate may be changed by Landlord at any time and from time to time), and Tenant shall pay
to Landlord 1/12th of the amount so estimated on the first day of each month in advance. Tenant
shall also pay to Landlord on demand from time to time the amount which, together with said monthly
installments, will be sufficient in Landlord’s estimation to pay Tenant’s Fraction of any Real
Estate Taxes thirty (30) days prior to the date when such Real Estate Taxes shall first become due.
When the amount of any item comprising Real Estate Taxes is finally determined for a real estate
fiscal tax year, Landlord shall submit to Tenant a statement in reasonable detail of the same, and
the figures used for computing Tenant’s Fraction of the same, and if Tenant’s Fraction so stated is
more or less than the amount theretofore paid by Tenant for such item based on Landlord’s estimate,
Tenant shall pay to Landlord the deficiency within ten (10) days after submission of such
statement, or Landlord shall, at its sole election, either refund to Tenant the excess or apply
same to future installments of Real Estate Taxes due hereunder. Any Real Estate Taxes for a real
estate fiscal tax year, a part of which is included within the Term and a part of which is not so
included, shall be apportioned on the basis of the number of days in the real estate fiscal tax
year included in the Term, and the real estate fiscal tax year for any improvement assessment will
be deemed to be the one-year period commencing on the date when such assessment is due, except that
if any improvement assessment is payable in installments, the real estate fiscal tax year for each
installment will be deemed to be the one-year period commencing on the date when such installment
is due. The above computations shall be made by Landlord in accordance with generally accepted
accounting principles, and the Floor Space referred to will be based upon the average of the Floor
Space in existence on the first day of each month during the period in question. In addition to
the foregoing, Tenant shall be responsible for any increase in Real Estate Taxes attributable to
assessments for improvements installed by or for the account of Tenant at the Demised Premises. If
the Demised Premises are not separately assessed, the amount of any such increase shall be
determined by reference to the records of the tax assessor.



     6.02. Real Estate Taxes, whether or not a lien upon the Demised Premises shall be apportioned
between Landlord and Tenant at the beginning and end of the Term; it being



11









 







intended that Tenant shall pay only that portion of the Real Estate Taxes as is allocable to
the Demised Premises for the Term.



     6.03. Tenant shall, commencing on the Commencement Date, pay to Landlord Tenant’s Fraction of
the Operating Expenses within ten (10) days after Landlord submits to Tenant an invoice for same.



     6.04. Each such statement given by Landlord pursuant to Article 6.01 or Article 6.03 shall be
conclusive and binding upon Tenant unless within one (1) year after the receipt of such statement
Tenant shall notify Landlord that it disputes the correctness of the statement, specifying the
particular respects in which the statement is claimed to be incorrect. Pending the determination
of such dispute, Tenant shall, within ten (10) days after receipt of such statement, pay the
Additional Charges in accordance with Landlord’s statement, without prejudice to Tenant’s position.
If the dispute shall be determined in Tenant’s favor, Landlord shall forthwith pay to Tenant the
amount of Tenant’s overpayment resulting from compliance with Landlord’s statement.



     6.05. Notwithstanding the foregoing, for any repair or maintenance work that Landlord is
responsible for supervising but Tenant is responsible to reimburse the Landlord in whole or in
part, which entails an expenditure of Ten Thousand Dollars ($10,000.00) or more (such repair or
maintenance being referred to as a “Bid Required Repair”), Landlord shall, except with respect to
expenditures in response to an emergency or threat to the safety of person or property, obtain at
least three (3) bids for such work from qualified vendors prior to awarding the work. For any Bid
Required Repair the Landlord shall award such work to the qualified vendor that bids the lowest
price for the same work, unless Landlord determines that another vendor will be better suited to
perform the work; provided however that Landlord shall not award the bid to a bidder whose bid was
more than one hundred ten percent (110%) of the lowest qualified bid without the Tenant’s prior
consent, which consent shall not be unreasonably withheld, conditioned or delayed. Upon request of
Tenant, Landlord shall endeavor to provide Tenant with an explanation of Landlord’s selection of
any such bidder who was not the lowest bidder, however failure to provide such explanation shall
not excuse Tenant from any obligations under this Lease. Landlord shall maintain a record of the
bids for each such Bid Required Repair for at least two (2) years from awarding such contracts.



     6.06 Other than any Operating Expenses which Landlord is entitled to include in Operating
Expenses on an amortized or installment basis, Landlord shall not bill to Tenant as part of
Operating Expenses for which Landlord seeks reimbursement under Section 6.02 of this Lease, the
cost or expenses of any item of Operating Expenses actually paid by Landlord more than three (3)
years prior to the date Landlord seeks reimbursement for such item from Tenant.



ARTICLE 7 — Common Areas




     7.01. Except as may be otherwise expressly provided in this Lease and so long as Tenant is not
in default under this Lease beyond any applicable cure or grace period, Landlord will operate,
manage, equip, light, repair and maintain, or cause to be operated, managed, equipped,



12









 







lighted, repaired and maintained, the Common Areas for their intended purposes. Landlord
reserves the right, at any time and from time to time, to construct within the Common Areas kiosks,
fountains, aquariums, planters, pools and sculptures, and to install vending machines, telephone
booths, benches and the like, provided same shall not unreasonably block or interfere with Tenant’s
means of ingress or egress to and from the Demised Premises.



     7.02. So long as Tenant is not in default under this Lease beyond any applicable cure or grace
period, Tenant and its subtenants and concessionaires, and their respective officers, employees,
agents, customers and invitees, shall have the non-exclusive right, in common with Landlord and all
others to whom Landlord has granted or may hereafter grant such right, but subject to the Rules and
Regulations, to use the Common Areas. Landlord reserves the right, at any time and from time to
time, to close temporarily all or any portions of the Common Areas when in Landlord’s reasonable
judgment any such closing is necessary or desirable (a) to make repairs or changes or to effect
construction, (b) to prevent the acquisition of public rights in such areas, (c) to discourage
unauthorized parking, or (d) to protect or preserve natural persons or property. Landlord may do
such other acts in and to the Common Areas as in its judgment may be desirable to improve or
maintain same.



     7.03. Tenant agrees that it, any subtenant or licensee and their respective officers,
employees, contractors and agents will park their automobiles and other vehicles only where and as
permitted by Landlord. Tenant will, if and when so requested by Landlord, furnish Landlord with
the license numbers of any vehicles of Tenant, any subtenant or licensee and their respective
officers, employees and agents. Tenant shall be entitled to the use of two hundred fifty (250)
parking spaces on the Land for the parking of automobiles of Tenant, its employees and customers,
of which sixty-five (65) automobile parking spaces in the area marked in yellow on Exhibit F shall
be designated for the exclusive use of Tenant and its customers and business invitees. Landlord
aggress that during the term of this Lease Landlord shall not reserve those sixty-five (65) parking
spaces marked in blue on Exhibit F for the exclusive use of any other tenant of the Building;
provided however that nothing contained in the preceding clause of this sentence shall preclude the
use of said spaces for non-exclusive unreserved parking.



ARTICLE 8 — Security




     8.01. (a) In the event Tenant deposits with Landlord any Security Deposit, the same shall be
held as security for the full and faithful payment and performance by Tenant of Tenant’s
obligations under this Lease. If Tenant defaults in the full and prompt payment and performance of
any of its obligations under this Lease, including, without limitation, the payment of Rent,
Landlord may use, apply or retain the whole or any part of the Security Deposit to the extent
required for the payment of any Rent or any other sums as to which Tenant is in default or for any
sum which Landlord may expend or may be required to expend by reason of Tenant’s default in respect
of any of Tenant’s obligations under this Lease, including, without limitation, any damages or
deficiency in the reletting of the Demised Premises, whether such damages or deficiency accrue
before or after summary proceedings or other re-entry by Landlord. If Landlord shall so use, apply
or retain the whole or any part of the security, Tenant shall upon demand immediately deposit with
Landlord a sum equal to the amount so used, applied and



13









 







retained, as security as aforesaid. If Tenant shall fully and faithfully pay and perform all
of Tenant’s obligations under this Lease, the Security Deposit or any balance thereof to which
Tenant is entitled shall be returned or paid over to Tenant within thirty (30) days after the
Expiration Date or sooner end or termination of this Lease with an explanation of the use of any
amount not returned to Tenant. In the event of any sale or leasing of the Land, Landlord shall
have the right to transfer the security to which Tenant is entitled to the vendee or lessee and
Landlord shall thereupon be released by Tenant from all liability for the return or payment
thereof; and Tenant shall look solely to the new landlord for the return or payment of the same;
and the provisions hereof shall apply to every transfer or assignment made of the same to a new
landlord. Tenant shall not assign or encumber or attempt to assign or encumber the monies
deposited herein as security, and neither Landlord nor its successors or assigns shall be bound by
any such assignment, encumbrance, attempted assignment or attempted encumbrance. However, such
transfer to the vendee or lessee of the Security Deposit shall be conditioned on (i) the Landlord
providing written notice to Tenant of such transfer; and (ii) the written assumption by the vendee
or lessee of the Building and of the obligations of the Landlord under this Lease and providing the
Tenant with a copy of such document.



     8.01 (b). In lieu of the cash security required by this Lease, Tenant shall, unless at
Landlord’s option on not less than fifteen (15) business days notice given on or after the
Commencement Date (but not before the execution of this Lease by Landlord and Tenant) Landlord
shall elect to require a cash security deposit, provide to Landlord an irrevocable transferable
Letter of Credit not less than fifteen (15) business days after the Commencement Date which shall
be in customary form acceptable to the issuing bank and conform to the then applicable requirements
of the Uniform Customs and Practices for Documentary Credits in the amount of the Security Deposit
substantially in form annexed hereto as Exhibit E with such changes as the issuing Bank may,
subject to Landlord’s prior review and approval, reasonably require and issued by a financial
institution reasonably acceptable to Landlord. Landlord hereby approves PNC Bank as the initial
issuer of the Letter of Credit. Landlord shall have the right, upon written notice to Tenant
(except that for Tenant’s non-payment of Rent or for Tenant’s failure to comply with Article 8.03,
no such notice shall be required) and regardless of the exercise of any other remedy the Landlord
may have by reason of a default, to draw upon said Letter of Credit to cure any default of Tenant
or for any purpose authorized by Section 8.01(a) of this Lease and if Landlord does so, Tenant
shall, upon demand, additionally fund the Letter of Credit with the amount so drawn so that
Landlord shall have the full deposit on hand at all times during the Term of the Lease and for a
period of thirty (30) days’ thereafter. In the event of a sale of the Land or the Building or a
master lease of the Building subject to this Lease, Landlord shall have the right to transfer the
security to the vendee or lessee. However, such transfer to the vendee or lessee of the Letter of
Credit shall be conditioned on (i) the Landlord providing written notice to Tenant of such
transfer; and (ii) the delivery to Tenant a written assumption of Lease by the vendee or lessee of
the Land or the Building and of the obligations of the Landlord under this Lease.



     8.02. The Letter of Credit shall expire not earlier than thirty (30) days after the Expiration
Date of this Lease. Upon Landlord’s prior consent, the Letter of Credit may be of the type which
is automatically renewed on an annual basis (Annual Renewal Date), provided however, in such event
Tenant shall maintain the Letter of Credit and its renewals in full force and effect during



14









 







the entire Term of this Lease (including any renewals or extensions) and for a period of
thirty (30) days thereafter. The Letter of Credit will contain a provision requiring the issuer
thereof to give the beneficiary (Landlord) sixty (60) days’ advance written notice of its intention
not to renew the Letter of Credit on the next Annual Renewal Date.



     8.03. In the event Tenant shall fail to deliver to Landlord a substitute irrevocable Letter
of Credit, in the amount stated above, on or before thirty (30) days prior to the next Annual
Renewal Date, said failure shall be deemed a default under this Lease. Landlord may, in its
discretion treat this the same as a default in the payment of Rent or any other default and pursue
the appropriate remedy. In addition, and not in limitation, Landlord shall be permitted to draw
upon the Letter of Credit as in the case of any other default by Tenant under the Lease.



     8.04. Provided Tenant is not then in default of its obligations under this Lease (beyond any
applicable notice and cure period and Tenant timely cures any such default with such notice and
cure period), and provided Tenant exercises its option to extend the Term of this Lease pursuant to
Section R2 of the Rider to this Lease, Landlord shall consent to a reduction of the Security
Deposit on the commencement date of the First Extended Period to an amount equal to two (2) months’
Fixed Rent at the rate in effect for the First Extended Period.



ARTICLE 9 — Subordination




     9.01. This Lease, and all rights of Tenant hereunder, are and shall be subject and
subordinate to all ground leases and underlying leases of the Land and/or the Building now or
hereafter existing and to all Superior Mortgages which may now or hereafter affect the Land and/or
Building and/or any of such leases, whether or not such Superior Mortgages or Superior Leases shall
also cover other lands and/or buildings, to each and every advance made or hereafter to be made
under such Superior Mortgages, and to all renewals, modifications, replacements and extensions of
such Superior Leases and such Superior Mortgages and spreaders and consolidations of such Superior
Mortgages. Landlord covenants and agrees to use commercially reasonable efforts deliver to Tenant
within sixty (60) days of the date hereof a subordination, non-disturbance and attornment agreement
(an “SNDA”) with regard to any existing Superior Leases or Superior Mortgages, and upon the placing
of any new ground leases and underlying leases of the Land and/or the Building or new Mortgage as a
condition of this Lease and the interest of the Tenant being subordinated to such new Mortgagee or
new ground leases or underlying leases of the Land and/or the Building. Each such Superior
Mortgagee and Superior Lessor shall expressly covenant, or each such Superior Mortgagee and
Superior Lessor shall expressly provide, that so long as Tenant is not in default under this Lease
beyond the applicable cure or grace period, Tenant’s quiet possession of the Demised Premises shall
remain undisturbed, on the terms, covenants and conditions stated herein, whether or not the
Superior Mortgage or Superior Lease is in default and notwithstanding any foreclosure or other
action brought by the Superior Mortgagee or Superior Lessor. Landlord represents and warrants that
as of the date hereof there are no Mortgages, ground leases or underlying leases of the Land and/or
the Building affecting the Demised Premises currently except as set forth on Exhibit G and H.
Provided that Landlord complies with the requirements of this section, Tenant agrees to comply



15









 







with reasonable requests for execution of documentation to confirm its subordination of its
leasehold interest.



     9.02. If any act or omission of Landlord would give Tenant the right, immediately or after
lapse of a period of time, to cancel or terminate this Lease, or to claim a partial or total
eviction, Tenant shall not exercise such right until (i) it has given written notice of such act or
omission to Landlord and each Superior Mortgagee and each Superior Lessor whose name and address
shall previously have been furnished to Tenant (“Tenant’s Notice”); and (ii) has given Landlord,
Superior Mortgagee, and Superior Lessor a reasonable amount of time to cure such default as set
forth below. Within fifteen (15) days of receipt of Tenant’s Notice, Landlord, Superior Mortgagee,
or Superior Lessor, as the case may be, shall provide written notice to the Tenant of its intention
to cure such default (the “Superior Notice”). Such default shall be cured within fifteen (15) days
from the date of the Superior Notice or shall have been commenced within such fifteen (15) day
period with evidence that the Landlord, Superior Mortgagee or Superior Lessor, as the case may be,
have commenced and are proceeding to cure such default with reasonable diligence.



     9.03. If any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord
under this Lease, whether through possession or foreclosure action or delivery of a new lease or
deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”)
and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall
attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease and shall
promptly execute and deliver any instrument that such Successor Landlord may reasonably request to
evidence such attornment. Upon such attornment this Lease shall continue in full force and effect
as a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and
covenants as are set forth in this Lease except that the Successor Landlord shall not (a) be liable
for any previous act or omission of Landlord under this Lease; (b) be subject to any offset, not
expressly provided for in this Lease, which theretofore shall have accrued to Tenant against
Landlord; (c) be liable for the return of any Security Deposit, in whole or in part, to the extent
that same is not paid over to the Successor Landlord; or (d) be bound by any previous modification
of this Lease or by any previous prepayment of more than one month’s Fixed Rent or Additional
Charges, unless such modification or prepayment shall have been expressly approved in writing by
the Superior Lessor of the Superior Lease or the Mortgagee of the Superior Mortgage through or by
reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this
Lease with the exception that in the event Tenant pays more then one month’s Operating Expenses or
Real Estate Taxes in advance to the Landlord, then the Successor Landlord shall give the Tenant
credit for such advance payments.



     9.04. If any then present or prospective Superior Mortgagee shall require any modification(s)
of this Lease, Tenant shall promptly execute and deliver to Landlord such instruments effecting
such modification(s) as Landlord shall request, provided that such modification(s) do not adversely
affect in any material respect any of Tenant’s rights and obligations under this Lease, including
but not limited to increasing the obligations of the Tenant with regard to the Fixed Rent,
Additional Charges, or other financial obligations of the Tenant.



16









 





ARTICLE 10 — Quiet Enjoyment




     10.01. So long as Tenant pays all of the Rent and performs all of Tenant’s other obligations
hereunder, Tenant shall peaceably and quietly have, hold and enjoy the Demised Premises without
hindrance, ejection or molestation by Landlord or any person lawfully claiming through or under
Landlord, subject, nevertheless, to the provisions of this Lease.



ARTICLE 11 — Assignment, Subletting and Mortgaging




     11.01. Tenant shall not, whether voluntarily, involuntarily, or by operation of law or
otherwise, (a) assign or otherwise transfer this Lease, or offer or advertise to do so, (b) sublet
the Demised Premises or any part thereof, or offer or advertise to do so, or allow the same to be
used, occupied or utilized by anyone other than Tenant, or (c) mortgage, pledge, encumber or
otherwise hypothecate this Lease in any manner whatsoever, without in each instance obtaining the
prior written consent of Landlord except as expressly set forth herein. However, Landlord
recognizes that Tenant is a government contractor which is required by federal law to have
inspections by the Department of Defense before shipping its products and that officials from the
Department of Defense and its customers, also Department of Defense contractors, regularly will use
offices within the Demised Premises. Landlord herby expressly consents to the Department of
Defense and Tenant’s customers using the Demised Premises provided such usage, is at no cost or
expense to Landlord, is subject to compliance by Tenant at Tenant’s sole cost and expense with all
applicable Legal Requirements, and does not involve any payments to the Tenant for the use or
occupancy of all or any portion of the Land, the Building or the Demised Premises and is expressly
for the business purposes of the Tenant. Government officials having business with Tenant on the
Demised Premises and customers of Tenant shall be deemed business invitees of Tenant and not
subtenants or licensees for purposes of this Article 11 (except to the extent that such government
officials or customers also have entered into a sublease or license with Tenant).



     Landlord agrees not to unreasonably withhold or delay its consent to the subletting of the
Demised Premises or an assignment of this Lease. In determining reasonableness, Landlord may take
into consideration all relevant factors surrounding the proposed sublease and assignment,
including, without limitation, the following: (i) the business reputation of the proposed assignee
or subtenant and its officers or directors in relation to the other tenants or occupants of the
Building or any other property owned or managed by Landlord or its affiliates; (ii) the nature of
the business and the proposed use of the Demised Premises by the proposed assignee or subtenant in
relation to the other tenants or occupants of the Building or other properties owned by Landlord or
its affiliates; (iii) whether the proposed assignee or subtenant is then a tenant (or subsidiary,
affiliate or parent of a tenant) of other space in the Building, or any other property owned or
managed by Landlord or its affiliates; (iv) the financial condition of the proposed assignee or
subtenant; (v) restrictions, if any, contained in leases or other agreements affecting the Building
or the Land or any other property owned or managed by Landlord or its affiliates; (vi) the effect
that the proposed assignee’s or subtenant’s occupancy or use of the Demised Premises would have
upon the operation and maintenance of the Building or any other property owned or managed by
Landlord or its affiliates; (vii) the extent to which the proposed assignee or subtenant and Tenant
provide Landlord with assurances reasonably satisfactory to Landlord as




17











 




to the satisfaction of Tenant’s obligations hereunder. In any event, at no time shall there
be more than two (2) subtenants of the Demised Premises permitted (i.e. three occupants inclusive
of Tenant).




     In the event the Demised Premises are sublet or this Lease is assigned, Tenant shall pay to
Landlord as an Additional Charge the following amounts (the Additional Charges payable hereunder
being referred to sometimes herein as the “Excess Amount”), if any: (i) in the case of an
assignment, an amount equal to fifty percent (50%) of the amount, if any, by which all sums and
other consideration paid to Tenant by the assignee for or by reason of such assignment exceeds the
Permitted Expenses (as hereinafter defined) and (ii) in the case of a sublease, fifty percent (50%)
of the amount, if any, by which any rents, additional charge or other consideration payable by the
subtenant exceed the Fixed Rent and Additional Charges payable under this Lease during the term of
the sublease in respect of the subleased space (at the rate per square foot payable by Tenant
hereunder) pursuant to the terms hereof after recoupment (from such rents, additional charges or
other consideration) of all Permitted Expenses (as hereinafter defined); provided however that the
Excess Amount shall not be less than zero. As used herein the term “Permitted Expenses” shall mean
the actual reasonable out of pocket expenses incurred by Tenant in connection with such assignment
or subletting, as substantiated by Tenant, in writing, to Landlord’s reasonable satisfaction, for,
a reasonable brokerage fee, reasonable legal fees of Tenant specifically for negotiating and
preparing such sublease or assignment, and the reasonable cost and expense of any work performed in
the Demised Premises by Tenant specifically for such subletting or assignment as the case may be,
but not including any expenditures for Tenant’s Work or Tenant’s Property.



     Tenant shall not be required to obtain Landlord’s consent to an assignment or sublease to an
Affiliate of Tenant or to a transaction expressly permitted without Landlord’s consent pursuant to
Section 11.02 hereof, provided however that Tenant shall be required to comply with the notice and
other provisions of this Article 11 (including but not limited to Section 11.02 where applicable)
with respect to such assignment or sublease. The Tenant shall not be required to pay the Excess
Amount with respect to any assignment or sublease to an Affiliate of Tenant or with respect to a
transaction expressly permitted without Landlord’s consent pursuant to Section 11.02 hereof.
Notwithstanding anything contained herein to the contrary Tenant shall not form or sublet, assign
or transfer to a Tenant Affiliate, or merge, consolidate or enter into any transaction covered by
Section 11.02 hereof for the principal or primary purpose of evading the Excess Amount payments
otherwise required hereunder, or the restrictions on subletting, assignment or transfer otherwise
provided in this Lease (such assignment, subletting, transfer, merger, consolidation or transaction
being referred to herein as an “Evasion Transfer”); in the event of any such Evasion Transfer
Tenant shall be required to comply with Excess Amount provisions and the restrictions on
subletting, assignment and transfer otherwise provided in this Article 11 (including, but not
limited to Landlord’s recapture rights pursuant to section 11.08) as if such subtenant, assignee or
transferee were not an Affiliate of Tenant or such transaction were not permitted pursuant to
Section 11.02 hereof. As used herein the phrases “Affiliate of Tenant” and “Tenant Affiliate” shall
mean any entity which is fifty percent or more (50%) owned by Tenant or of which Tenant owns fifty
(50%) percent or more or which is fifty (50%) percent or more owned by a Person who owns fifty
(50%) percent or more of Tenant (including but not limited to such ownership resulting from merger
or consolidation). For purposes of the



18









 







immediately preceding sentence “owned” and “owns” shall mean ownership of the voting stock (if
a corporation), partnership interest (if a partnership) or membership interest (if a limited
liability company).



     11.02. If at any time (a) the original Tenant named herein, (b) the then Tenant, (c) any
Guarantor, or (d) any Person owning a majority of the voting stock of, or directly or indirectly
controlling, the then Tenant shall be a corporation or partnership, or other legal entitiy, any
transfer of voting stock or other interest resulting in the person(s) who shall have owned a
majority of such corporation’s shares of voting stock or the general partners’ interest in such
partnership, the membership interest in any limited liability company or other ownership interest
in any other form of legal entity as the case may be, immediately before such transfer, ceasing to
own a majority of such shares of voting stock or general partner’s interest, membership interest or
other ownership interest as the case may be, except as the result of transfers by inheritance or
among existing shareholders or among general partners, or among existing members shall be deemed to
be an assignment of this Lease as to which Landlord’s consent shall have been required, and in any
such event Tenant shall notify Landlord. Except for any Evasion Transfer, the provisions of this
Article 11.02 shall not be applicable to any corporation or any other legal entity whose stock is
listed on a national securities exchange (as defined in the Securities Exchange Act of 1934, as
amended) or is traded in the over-the-counter market with quotations reported by the National
Association of Securities Dealers through its automated system for reporting quotations and shall
not apply to transactions with a corporation or other legal entity into or with which the then
Tenant is merged or consolidated or to which substantially all of the then Tenant’s assets are
transferred or to any corporation or other legal entity which controls or is controlled by the then
Tenant or is under common control with the then Tenant, provided that in any of such events (i) the
successor to Tenant has a net worth computed in accordance with generally accepted accounting
principles at least equal to the net worth of Tenant at the time of such merger, consolidation or
transfer, and (ii) proof satisfactory to Landlord of such net worth shall have been delivered to
Landlord at least thirty (30) days after the effective date of any such transaction. For the
purposes of this Article, the words “voting stock” shall refer to shares of stock or other legal
form of ownership regularly entitled to vote for the election of directors of the corporation or,
if applicable the managers, trustees or directors of such other legal entity. Landlord shall have
the right at any time and from time to time during the Term to inspect the stock record books of
the corporation or, if applicable or similar ownership records of any other legal entity to which
the provisions of this Article 11.02 apply, and Tenant will produce the same on request of
Landlord.



     11.03. If this Lease is assigned, whether or not in violation of this Lease, Landlord may
collect rent from the assignee. If the Demised Premises or any part thereof are sublet or used or
occupied by anybody other than Tenant, whether or not in violation of this Lease, Landlord may,
after default by Tenant, and expiration of Tenant’s time to cure such default, collect rent from
the subtenant or occupant. In either event, Landlord may apply the net amount collected to the
Rent, but no such assignment, subletting, occupancy or collection shall be deemed a waiver of any
of the provisions of Article 11.01 or Article 11.02, or the acceptance of the assignee, subtenant
or occupant as tenant, or a release of Tenant from the performance by Tenant of Tenant’s
obligations under this Lease. The consent by Landlord to any assignment, mortgaging, subletting or
use or occupancy by others shall not in any way be considered to relieve Tenant



19









 







from obtaining the express written consent of Landlord to any other or further assignment,
mortgaging or subletting or use or occupancy by others not expressly permitted by this Article 11.
References in this Lease to use or occupancy by others (that is, anyone other than Tenant) shall
not be construed as limited to subtenants and those claiming under or through subtenants but shall
be construed as including also licensees and others claiming under or through Tenant, immediately
or remotely.



     11.04. Any permitted assignment or transfer, whether made with Landlord’s consent pursuant to
Section 11.01 or without Landlord’s consent if permitted by Section 11.02, shall be made only if,
and shall not be effective until, the assignee shall execute, acknowledge and deliver to Landlord
an agreement in form and substance satisfactory to Landlord whereby the assignee shall assume
Tenant’s obligations under this Lease and whereby the assignee shall agree that all of the
provisions in this Article 11 shall, notwithstanding such assignment or transfer, continue to be
binding upon it in respect to all future assignments and transfers. Notwithstanding any assignment
or transfer, whether or not in violation of the provisions of this Lease, and notwithstanding the
acceptance of Rent by Landlord from an assignee, transferee, or any other party, the original
Tenant and any other person(s) who at any time was or were Tenant shall remain fully liable for the
payment of the Rent and for Tenant’s other obligations under this Lease.



     11.05. The liability of the original named Tenant and any other Person(s) (including but not
limited to any Guarantor) who at any time are or become responsible for Tenant’s obligations under
this Lease shall not be discharged, released or impaired by any agreement or stipulation made by
Landlord extending the time of, or modifying any of the terms or obligations under this Lease, or
by any waiver or failure of Landlord to enforce, any of this Lease.



     11.06. The listing of any name other than that of Tenant, whether on the doors of the Demised
Premises or the Building directory, or otherwise, shall not operate to vest any right or interest
in this Lease or in the Demised Premises, nor shall it be deemed to be the consent of Landlord to
any assignment or transfer of this Lease or to any sublease of the Demised Premises or to the use
or occupancy thereof by others. Notwithstanding anything contained in this Lease to the contrary,
Landlord shall have the absolute right to withhold its consent to an assignment or subletting to a
Person who is otherwise a tenant or occupant of the Building, or of a building owned or managed by
Landlord or its affiliated entities within three (3) miles of the Land. Tenant shall not place any
for rent or similar signs on the Land, the Building or the exterior areas of the Demised Premises.
Tenant may advertise in a newspaper with respect to any permitted assignment or sublease hereunder,
and may list, at Tenant’s sole cost and expense (and at no cost or expense or liability to
Landlord), such subletting or assignment with a broker, provided that neither the address of the
Demised Premises nor any reference to Landlord or its affiliates is included in any such
advertising by Tenant or such broker.



     11.07. Without limiting any of the provisions of Article 27, if pursuant to the Federal
Bankruptcy Code (or any similar law hereafter enacted having the same general purpose), Tenant is
permitted to assign this Lease notwithstanding the restrictions contained in this Lease, adequate
assurance of future performance by an assignee expressly permitted under such Code shall be deemed
to mean the deposit of cash security in an amount equal to the sum of one (1)



20









 







year’s Fixed Rent plus an amount equal to the Additional Charges for the Calendar Year
preceding the year in which such assignment is intended to become effective, which deposit shall be
held by Landlord for the balance of the Term, without interest, as security for the full
performance of all of Tenant’s obligations under this Lease, to be held and applied in the manner
specified for security in Article 8.



     11.08. Except with respect to assignments, subleases or occupancies permitted without
Landlord’s consent pursuant to Section 11.01 and except for transfers permitted without Landlord’s
consent pursuant to Section 11.02, if Tenant shall propose to assign or in any manner transfer this
Lease or any interest therein, or sublet the Demised Premises or any part or parts thereof, or
grant any concession or license therein, Tenant shall give notice thereof to Landlord, together
with a copy of the proposed instrument that is to accomplish same and such financial and other
information pertaining to the proposed assignee, transferee, subtenant, concessionaire or licensee
as Landlord shall reasonably require; provided however that with respect to any assignments,
subleases or occupancies permitted without Landlord’s consent pursuant to Section 11.01 and for
transfers permitted without Landlord’s consent pursuant to Section 11.02, Tenant shall within five
(5) business days after such assignment, sublease, occupancy or transfer, provide Landlord with
written notice thereof and with a copy of the instrument accomplishing same and such financial and
other information pertaining to the proposed assignee, transferee, subtenant, concessionaire or
licensee as Landlord shall reasonably require. Except with regard to any assignment, sublease,
license, occupancy or transfer expressly permitted hereunder without Landlord’s prior written
consent, Landlord may, in addition to Landlord’s right to give or withhold consent, terminate this
Lease with respect notice given to Tenant within thirty (30) days after receipt of said proposed
instrument and financial and other information, and upon the date specified in such notice, which
date shall be not less than 30 days and not more than 60 days after the giving of said notice, this
Lease shall terminate; provided however that with respect to a proposed sublet of less than fifty
(50%) percent of the Floor Space of the Demised Premises, this Lease shall only be terminated as to
such portion of the Demised Premises which is the subject of the proposed sublease. In the event
the Landlord advises the Tenant that it wishes to terminate the Lease (or that Landlord wishes to
terminate this Lease with respect to a portion of the Demised Premises in the case of a proposed
sublease), the Tenant shall have the right to withdraw its request for the Landlord’s consent by
providing the Landlord with written notice within fifteen (15) business days after the Landlord has
notified the Tenant of its election to terminate. If Landlord does not terminate this Lease, and
(if Landlord consents to the subject transaction or if Landlord’s consent is not required to same)
if Tenant does not consummate the subject transaction within 120 days after the last day on which
Landlord might have so terminated this Lease as a result of such transaction, Tenant shall again be
required to comply with the provisions of this Section 11.08 in connection with any such
transaction as if the notice by Tenant referred to above in this Section 11.08 had not been given.
Notwithstanding anything contained in this Lease to the contrary, Landlord shall not be obligated
to entertain or consider any request by Tenant to consent to any proposed assignment of this Lease
or sublet of all or any part of the Demised Premises unless each request by Tenant is accompanied
by a non-refundable fee payable to Landlord in the amount of Five Hundred Dollars ($500.00) to
cover Landlord’s administrative costs and expenses incurred in processing each of Tenant’s
requests. Neither Tenant’s payment nor Landlord’s acceptance of the foregoing fee shall be
construed to impose any obligation whatsoever upon Landlord to consent to Tenant’s request.



21









 





ARTICLE 12 — Compliance with Laws




     12.01. Tenant shall comply with all Legal Requirements which shall, in respect of the Demised
Premises or the use and occupation thereof, or the abatement of any nuisance in, on or about the
Demised Premises, impose any violation, order or duty on Landlord or Tenant; and Tenant shall pay
all the costs, expenses, fines, penalties and damages which may be imposed upon Landlord or any
Superior Lessor by reason of or arising out of Tenant’s failure to fully and promptly comply with
and observe the provisions of this Section 12.01. However, Tenant need not comply with any such
law or requirement of any public authority so long as Tenant shall be contesting the validity
thereof, or the applicability thereof to the Demised Premises, in accordance with Section 12.02.



     12.02. Tenant may contest, by appropriate proceedings prosecuted diligently and in good
faith, the validity, or applicability to the Demised Premises, of any Legal Requirement, provided
that (a) Landlord shall not be subject to criminal penalty or to prosecution for a crime or
offense, and neither the Demised Premises nor any part thereof shall be subject to being condemned
or vacated, by reason of non-compliance or otherwise by reason of such contest; (b) before the
commencement of such contest, Tenant shall furnish to Landlord either (i) the bond of a surety
company satisfactory to Landlord, which bond shall be, as to its provisions and form, satisfactory
to Landlord, and shall be in an amount at least equal to 125% of the cost of such compliance (as
estimated by a reputable contractor designated by Landlord) and shall indemnify Landlord against
the cost thereof and against all liability for damages, interest, penalties and expenses (including
reasonable attorneys’ fees and expenses), resulting from or incurred in connection with such
contest or non-compliance, or (ii) other security in place of such bond satisfactory to Landlord;
(c) such non-compliance or contest shall not constitute or result in any violation of any Superior
Lease or Superior Mortgage, or if any such Superior Lease and/or Superior Mortgage shall permit
such non-compliance or contest on condition of the taking of action or furnishing of security by
Landlord, such action shall be taken and such security shall be furnished at the expense of Tenant;
and (d) Tenant shall keep Landlord advised as to the status of such proceedings. Without limiting
the application of the above, Landlord shall be deemed subject to prosecution for a crime or
offense if Landlord, or its managing agent, or any officer, director, partner, shareholder or
employee of Landlord or its managing agent, as an individual, is charged with a crime or offense of
any kind or degree whatsoever, whether by service of a summons or otherwise, unless such charge is
withdrawn before Landlord or its managing agent, or such officer, director, partner, shareholder or
employee of Landlord or its managing agent (as the case may be) is required to plead or answer
thereto.



     12.03. In the event Tenant, in writing, requests the right to pursue an appeal of the Real
Estate Taxes with respect to the Property, Landlord shall not unreasonably withhold its consents to
the such appeal by Tenant. If Landlord’s consent is granted, Tenant, at no cost or expense to
Landlord, may file and pursue, at Tenant’s sole cost and expense such Real Estate Tax appeal.
Provided Tenant is not in default of its obligations under this Lease beyond any applicable notice
or cure period, Landlord hereby consents to Tenant, at no cost or expense to Landlord, filing an
appeal with respect to any added assessment for Tenant’s Work for which Tenant only is



22









 







responsible (an “Added Assessment Appeal”), upon not less than thirty (30) days prior written
notice to Landlord. Landlord shall have the right, but not the obligation, to have its counsel
join in or monitor any such Real Estate Tax appeal or Added Assessment Appeal (any such appeal or
similar contest being collectively or individually referred herein as a “Tax Appeal”) as co-counsel
at the cost and expense of Landlord. If Tenant cannot proceed in its own name, Landlord shall
permit Tenant to proceed in Landlord’s name and Landlord shall execute all documents required
thereby and promptly return the same to Tenant. If either party shall prosecute a Tax Appeal, the
other party will cooperate and furnish any pertinent information in its files reasonably required
by the prosecuting party. In the event any Tax Appeal is filed or prosecuted by Tenant, Tenant
shall indemnify and hold Landlord harmless from all loss, damage, cost, liability and expense
(including but not limited to attorney’s fees and experts fees and including but not limited to any
increase in Real Estate Taxes resulting from any counterclaim or loss of such Tax Appeal) arising
from or incurred in connection with such Tax Appeal. Tenant shall provide Landlord with copies of
all filings and all appraisal reports and discovery obtained in connection with any Tax Appeal
filed by Tenant. Landlord reserves the right, but not the obligation, to prosecute any Tax Appeal
itself (except an Added Assessment Appeal which Tenant shall have the sole right to prosecute) and
in such event may require Tenant to withdraw any appeal filed by Tenant (except an Added Assessment
Appeal). Any engagement or retainer agreement entered into by Tenant with any attorney, consultant
or expert with respect to such appeal shall be subject to the prior review and reasonable approval
of Landlord (any such approval not to be construed as obligating Landlord with respect to such
agreement but Landlord shall not unreasonably withhold its consent if such terms are usual and
customary in tax appeal matters). If any cash payment refund is received or credit issued as a
result of such Tax Appeal proceedings the party herein paying the legal fees, experts fees, and
related costs of such proceeding shall be entitled to reimbursement from such cash payment or
credit for its legal fees, experts fees, and related costs incurred as a result of pursuing such
proceeding. In the event a Tax Appeal is successful and a credit or refund is received by the
Landlord for any period during which the Tenant paid Real Estate Taxes, the Tenant shall be
entitled to refund of its Tenant’s Fraction of the refund after the payment of all legal fees,
experts fees and costs of the appeal or a credit toward Real Estate Taxes due under this Lease.
The obligation to pay such refund or credit to Tenant shall survive the termination of this Lease.
Landlord shall endeavor to provide notice to Tenant of any Added Assessment within ten (10)
business days after Landlord’s receipt of written notice of such Added Assessment from the Township
of Hanover; provided however that failure of Landlord to provide such notice to Tenant shall not be
a default by Landlord or entitle Tenant to any damages or claim against Landlord for or arising
from any such failure.



     12.04. Tenant shall comply with Environmental Laws applicable to the Demised Premises.
Tenant shall not cause or permit the escape, disposal or release (hereinafter “Discharge”) of any
Hazardous Substance in violation of any applicable Environmental Laws. Except as set forth below,
Tenant (i) shall comply with all environmental engineering controls and restrictions, if any, in
effect or hereafter affecting the Land, (ii) shall not allow the storage or use of Hazardous
Substances in any manner not sanctioned by Environmental Laws, and (iii) shall not allow to be
brought onto the Building or the Land any Hazardous Substances except in compliance with
Environmental Laws.



23









 





     12.05 Tenant represents that the NAICS code number applicable to Tenant’s operations (336413)
will subject the Demised Premises and any other structures, vessels, or contrivances that provide,
or are utilized for, Hazardous Substances to or from the Demised Premises to the requirements of
ISRA (“ISRA Premises”). Tenant agrees that it shall promptly inform Landlord of any change in its
NAICS number or the nature of the business to be conducted on the ISRA Premises.



     12.06 Subject to Sections 12.11 and 12.12, Tenant expressly covenants and agrees to (a) fully
comply with the provisions of ISRA at any time that any action of the Landlord (due to the nature
of Tenant’s operations) or Tenant triggers the applicability of ISRA, including paying all filing
fees and costs associated with ISRA compliance, retaining consultants and attorneys to assist it in
complying with ISRA and paying for New Jersey Department of Environmental Protection (“NJDEP”)
required investigations and remediation (such fees and costs associated with ISRA or any other
Environmental Laws being referred to collectively herein as “Compliance Costs”) and (b) to provide
Evidence of Compliance (as defined below) to the Landlord.



     12.07 Evidence of Compliance, as used herein, shall mean (i) a letter setting forth a
specific regulatory exemption from ISRA, (ii) a De Minimus Quantity exemption from NJDEP, (iii) any
other exemption then available under ISRA or (iv) a “no further action letter” (or its equivalent
or replacement pursuant to amended statutes/regulations).



     12.08. Evidence of Compliance shall be delivered to the Landlord, together with copies of all
final submissions made to, and received from, the NJDEP, including all environmental reports, test
results and other supporting documentation.



     12.09 Landlord shall be given not less than ten (10) days prior written notice and
opportunity to review and comment upon any documents Tenant plans to submit to the NJDEP in
connection with its ISRA obligation. No later than ten (10) days thereafter, Tenant shall provide
Landlord with written notice in the event Tenant disagrees with any of Landlord’s comments.
Subject to compliance with the terms of this Lease, including but not limited to Article 12, Tenant
shall have reasonable discretion regarding whether and to what extent Landlord’s comments shall be
included in Tenant’s final submission to NJDEP (provided however that Tenant shall include
Landlord’s comments with respect to any matter for which Landlord may have any responsibility or
liability). In the event any meetings are held at NJDEP concerning the ISRA Premises, Landlord
shall be given prior notice of and be invited to attend those meetings, but Landlord and Tenant
each covenants to the other and agrees that the communication of any their respective positions to
the NJDEP shall be done in a manner and in substance consistent with the provisions of this Lease,
including but not limited to Article 12 hereof.



     12.10 Whether or not revealed by an ISRA triggering event, in the event that any investigation
or remediation of the ISRA Premises is required because of a Discharge after the execution of this
Lease, and that Discharge was caused by Tenant or Tenant’s agents, employees, contractors or
invitees, Tenant expressly covenants and agrees that it shall be responsible for Compliance Costs
with respect to that Discharge.



24









 





     12.11 In the event that any investigation or remediation of the Demised Premises is required
because of a Discharge on the Demised Premises after the execution of this Lease, whether or not
revealed by an ISRA triggering event, and that Discharge was caused by a person or entity other
than Tenant, or Tenant’s agents, employees, contractors or invitees, or Landlord or Landlord’s
agents, employees, contractors or invitees, Landlord expressly covenants and agrees that it shall
initially be responsible for paying all Compliance Costs with respect to such Discharge; provided
however that 50% of the costs and expenses thereof together with interest thereon at the rate of 6%
per annum shall be included in Operating Expenses and amortized over the remaining term of this
Lease (or any extensions exercised by Tenant before payment in full of amount due to Landlord) for
which Tenant shall pay Tenant’s Fraction thereof.



     12.12 In the event there is an ISRA triggering event and remediation of the ISRA Premises is
required because of a Discharge prior to the execution of this Lease, Landlord covenants and agrees
that it shall assume (including the rights and obligations given to Tenant under Sections 12.08 and
12.09) and be responsible for all Compliance Costs with respect to that Discharge and Tenant shall
have no ISRA obligations other than paying to Landlord the cost of the investigation and
delineation of the Discharge, not to exceed $25,000. If the Tenant has expended more than $25,000
toward investigation and delineation of a Discharge for which Landlord has Compliance Cost
obligations, Landlord shall reimburse Tenant for said overages within thirty (30) days of receipt
of a written notification from Tenant accompanied by appropriate backup. Interest on any amounts
unpaid by Landlord within thirty (30) days of receipt of the required documentation shall accrue at
6% per annum. If there is no ISRA triggering event, but remediation is required because of a
Discharge prior to the execution of this Lease or a Discharge caused by Landlord or its agents,
employees, contractors or invitees, Landlord is responsible for all Compliance Costs without
recourse to or payment from Tenant.



     12.13 In the event that Landlord’s remedial obligation pursuant to Sections 12.11 or 12.12 has
a materially adverse affect (which eventuality Landlord and Tenant shall use commercially
reasonable efforts to avoid) on Tenant’s engineering, testing or assembling operations, then being
conducted at the Demised Premises as a material and indispensable part of Tenant’s operations at
the Demised Premises, such that these operations can no longer be performed on the Demised
Premises, Tenant shall have the right and option of terminating this Lease, upon not less than
sixty (60) days written notice written notice to Landlord, given not earlier than Landlord’s
initiation of remediation on the Demised Premises; provided however that Landlord shall have the
right (but not the obligation) to nullify such termination notice in the event, prior to the
expiration of said sixty (60) day notice period, Landlord either restores the use of the Demised
Premises to Tenant for such operations or Landlord provides to Tenant reasonably suitable
substitute space at no additional cost to Tenant (provided Landlord agrees to be responsible for
the reasonable and necessary costs of Tenant moving to, preparing, improving, or altering the other
space to make same suitable for Tenant’s operation) until such operations can be restored to the
Demised Premises. In the event Tenant elects not to so terminate the Lease, the Fixed Rent
Operating Expenses and Real Estate Taxes shall be abated for that portion of the Demised Premises
made unusable, until such time as the Demised Premises becomes usable or suitable substitute
premises are provided, whichever occurs first, together with any reasonable costs and expenses
incurred by Tenant in enforcing Landlord’s obligations under this
Article.



25









 





     12.14 If Tenant or its agents, employees, contractors or invitees have caused a Discharge,
Tenant shall be obligated, at Tenant’s sole cost and expense, to cleanup and remediate such
Discharge to a NJDEP unrestricted use standard; provided however that if contaminants at the
Demised Premises exceed the NJDEP unrestricted use standard as a result of the continued presence
of levels of contamination existing on the ISRA Premises prior to the date of this Lease in excess
of NJDEP unrestricted use standards, or as a result of levels of contamination from a Discharge for
which Landlord is responsible pursuant to Section 12.11 or 12.12 in excess of NJDEP unrestricted
use standards, Tenant shall be permitted to remediate the Discharge caused by Tenant or its agents,
employees, contractors or invitees on the ISRA Premises to a NJDEP restricted use standard,
utilizing engineering and institutional controls as defined in N.J.A.C. 7:26E-1.8 and, as
necessary, using a Classification Exception Area for groundwater (“CEA”). In the event Tenant is
permitted to remediate to a NJDEP restricted use standard as provided above and as a result thereof
a deed notice is necessary, Landlord shall execute, acknowledge and deliver the deed notice to
Tenant and Tenant shall record the deed notice at Tenant’s cost and expense. In the event such
deed notice is required as a result of the levels of contamination existing on the ISRA Premises
prior to the date of this Lease, in excess of NJDEP unrestricted use standards, or as a result of a
levels of contamination from a Discharge for which Landlord is responsible pursuant to Section
12.11 or 12.12 in excess of NJDEP unrestricted use standards, Landlord shall have the obligation to
maintain the controls set forth in the deed notice on an ongoing basis and to provide all necessary
follow up reports to the NJDEP. To the extent Landlord elects, in its sole discretion, to permit
Tenant to cleanup or remediate to a NJDEP restricted use standard, Tenant shall have the obligation
to maintain the controls set forth in the deed notice on an ongoing basis and to provide all
necessary follow up reports to the NJDEP; provided however that to the extent such controls and
reports are required by Environmental Laws after the expiration or earlier termination of this
Lease, Tenant shall be obligated to reimburse Landlord for the cost of maintenance and reporting
with respect to such controls after the expiration or earlier termination of this Lease. Tenant’s
obligations under this Article 12 shall survive the expiration or termination of this Lease.



     12.15 Prior to and, if necessary, subsequent to the Expiration Date, Landlord shall provide
Tenant with access to the ISRA Premises in accordance with the terms of the Environmental Access
Agreement attached as Exhibit K. Tenant’s obligation to comply with ISRA may be satisfied prior to
the expiration or after the termination of this Lease Agreement; provided that to the extent any
part of the ISRA Premises is not useable by Landlord upon expiration of the Term or sooner
termination of this Lease, for which Landlord has no Compliance Cost obligations, Tenant shall be
deemed a holdover and shall pay Rent with respect to such unusable portion in accordance with the
terms of Section 24.02 of this Lease Agreement.



     12.16 Both the Tenant and Landlord agree that they shall, subject to the terms of this Lease,
cooperate with each other and assist one another in complying with ISRA and any other applicable
compliance obligations with respect to Environmental Laws, including providing and reasonably
executing any document, to the extent consistent with this Lease, in order to achieve ISRA
compliance.



26









 





     12.17 The Tenant’s and Landlord’s obligations and covenants under this Article 12 shall
survive the expiration or earlier termination of the lease term.



ARTICLE 13 — Insurance and Indemnity




     13.01. Landlord shall maintain or cause to be maintained All Risk insurance for full
replacement value, with such reasonable deductibles as Landlord may determine, in respect of the
Building and other improvements on the Land normally covered by such insurance (except for the
property Tenant is required to cover with insurance under Article 13.02 and similar property of
other tenants and occupants of the Building or buildings and other improvements which are on land
neither owned by nor leased to Landlord) for the benefit of Landlord, any Superior Lessors, any
Superior Mortgagees and any other parties Landlord may at any time and from time to time designate,
as their interests may appear, but not for the benefit of Tenant, and shall maintain rent insurance
as required by any Superior Lessor or any Superior Mortgagee. The All Risk insurance shall cover
the Tenant’s Work that the Tenant installs in the Demised Premises that become part of the Building
and are not insurable by the Tenant as its personal property. In addition, the All Risk insurance
will be in the amounts required by any Superior Lessor or any Superior Mortgagee but not less than
the amount sufficient to avoid the effect of the co-insurance provisions of the applicable policy
or policies. Landlord may also maintain any other forms and types of insurance which Landlord
shall deem reasonable in respect of the Building and Land. Landlord shall have the right to
provide any insurance maintained or caused to be maintained by it under blanket policies.



     13.02. Tenant shall maintain the following insurance: (a) commercial general liability
insurance in respect of the Demised Premises and the conduct and operation of business therein,
having a limit of liability not less than a $5,000,000. per occurrence for bodily injury or
property damage coverage to include but not be limited to premises/operations, completed
operations, contractual liability and product liability, (b) automobile liability insurance
covering all owned, hired and non-owned vehicles used by the Tenant in connection with the
premises and any loading or unloading of such vehicles, with a limit of liability not less than
$2,000,000 per accident and (c) worker’s compensation and employers liability insurance as
required by statutes, but in any event not less than $500,000 for Employers Liability; (d) All Risk
insurance in respect of loss or damage to Tenant’s stock in trade, fixtures, furniture,
furnishings, removable floor coverings, equipment, signs and all other property of Tenant in the
Demised Premises in an amount equal to the full replacement value thereof as same might increase
from time to time or such higher amount as either may be required by the holder of any fee
mortgage, or is necessary to prevent Landlord and/or Tenant from becoming a co-insurer. Such
insurance shall include coverage for property of others in the care, custody and control of Tenant
in amounts sufficient to cover the replacement value of such property, to the extent of Tenant’s
liability therefor; and (e) such other insurance as Landlord may reasonably require. Landlord may
at any time and from time to time require that the limits for the general liability insurance to be
maintained by Tenant be increased to the limits that new tenants in the Building are required by
Landlord to maintain. Tenant shall deliver to Landlord and any additional insured(s) certificates
for such fully paid-for policies upon execution hereof. Tenant shall procure and pay for renewals
of such insurance from time to time, and Tenant shall deliver to Landlord and any additional
insured(s) certificates therefor prior to the expiration of any existing policy. All such policies
shall be



27









 







issued by companies acceptable to Landlord, having a Bests Rating of not less than A, Class
VII (or an equivalent S&P rating if requested by Landlord), and licensed to do business in New
Jersey or, subject to Landlord’s consent which consent shall not be unreasonably withheld, an
eligible surplus lines insurer in New Jersey, and all such policies shall contain a provision
whereby the same cannot be canceled unless Landlord and any additional insured(s) are given at
least thirty (30) days’ prior written notice of such cancellation. The policies and certificates
of insurance (such certificates to be on Acord form 27 or its equivalent) to be delivered to
Landlord by Tenant pursuant to this Article 13.02 (other than workers compensation insurance) shall
name Landlord as an additional insured and, at Landlord’s request, shall also name any Superior
Lessors or Superior Mortgagees as additional insureds, and the following phrase must be typed on
the certificate of insurance: “Hartz Mountain Industries, Inc., and its respective subsidiaries,
affiliates, associates, joint ventures, and partnerships, and (if Landlord has so requested)
Superior Lessors and Superior Mortgagees are hereby named as additional insureds as their interests
may appear. It is intended for this insurance to be primary and non-contributing.” Tenant shall
give Landlord at least thirty (30) days’ prior written notice that any such policy is being
canceled or replaced.



     13.03. Tenant shall not do, permit or suffer to be done any act, matter, thing or failure to
act in respect of the Demised Premises or use or occupy the Demised Premises or conduct or operate
Tenant’s business in any manner objectionable to any insurance company or companies whereby the
fire insurance or any other insurance then in effect in respect of the Land and Building or any
part thereof shall become void or suspended or whereby any premiums in respect of insurance
maintained by Landlord shall be higher than those which would normally have been in effect for the
occupancy contemplated under the Permitted Uses. In case of a breach of the provisions of this
Article 13.03, in addition to all other rights and remedies of Landlord hereunder, Tenant shall (a)
indemnify Landlord and the Superior Lessors and hold Landlord and the Superior Lessors harmless
from and against any loss which would have been covered by insurance which shall have become void
or suspended because of such breach by Tenant and (b) pay to Landlord any and all increases of
premiums on any insurance, including, without limitation, rent insurance, resulting from any such
breach.



     13.04. Except as expressly provided in Article 12 of this Lease, Tenant shall indemnify and
hold harmless Landlord and all Superior Lessors and its and their respective partners, joint
venturers, directors, officers, agents, servants and employees from and against any and all claims
arising from or in connection with (a) the Tenant’s or Tenant’s agents’, employees’, contractors’
or invitees’ conduct or management of the Demised Premises or the ISRA Premises or of any business
therein, or any work or thing whatsoever done, or any condition created by Tenant or Tenant’s
agents, employees, contractors or invitees including, but not limited to the Discharge of a
Hazardous Substance (including but not limited to any period prior to the Commencement Date or
after the Expiration Date or termination of this Lease that Tenant or its agents were given access
to the Demised Premises or the ISRA Premises); (b) any act, omission or negligence of Tenant or any
of its subtenants or licensees or its or their partners, joint venturers, directors, officers,
agents, employees or contractors; (c) any accident, injury or damage whatever (unless caused solely
by the negligence or intentional misconduct of Landlord’s or the negligence or intentional
misconduct of Landlord’s agents, employees, contractors or invitees) occurring in the Demised
Premises or the ISRA Premises during the Term or any period prior to the



28









 







Commencement Date or after the Expiration Date or termination of this Lease that Tenant or its
agents were given access to the Demised Premises or the ISRA Premises; and (d) any breach or
default by Tenant in the full and prompt payment and performance of Tenant’s obligations under this
Lease; together with all costs, expenses and liabilities incurred in or in connection with each
such claim or action or proceeding brought thereon, including, without limitation, all reasonable
attorneys’ fees and expenses; provided however that in no event shall Tenant or its agents or
partners, joint ventures, directors, officers, or employees be responsible or liable for (and the
forgoing indemnity and hold harmless excludes) any consequential damages. In case any action or
proceeding is brought against Landlord and/or any Superior Lessor and/or its or their partners,
joint venturers, directors, officers, agents and/or employees in connection with conduct or
management of the Demised Premises or by reason of any claim referred to above, Tenant, upon notice
from Landlord or such Superior Lessor, shall, at Tenant’s cost and expense, resist and defend such
action or proceeding by counsel reasonably satisfactory to Landlord. Notwithstanding anything
contained herein to the contrary, nothing contained herein shall be construed as relieving any
insurer pursuant to any policy of insurance maintained by Landlord or Tenant or required to be
maintained by Landlord or Tenant pursuant to this Lease from any obligation to defend and indemnify
any party referred as being entitled to coverage thereunder pursuant to this Lease. The Tenant’s
obligation under this Section 13.04 shall survive the expiration or earlier termination of this
Lease.



     13.05 Except as expressly provided in Article 12 of this Lease, Landlord shall indemnify and
hold harmless Tenant and its respective partners, joint venturers, directors, officers, agents,
servants and employees from and against any and all claims arising from or in connection with (a)
the Discharge of a Hazardous Substance into or on the Property or the Demised Premises or the ISRA
Premises prior to the Term or caused solely by Landlord or Landlord’s agents, employees,
contractors or invitees during the Term, (b) any act, omission or negligence of Landlord or any of
its subtenants or licensees or its partners, joint venturers, directors, officers, agents,
employees or contractors in the conduct or management of the Common Areas; (c) any accident, injury
or damage whatever occurring in the Demised Premises if caused solely by the negligence or
intentional misconduct of Landlord or Landlord’s agents, employees, contractors or invitees; and
(d) any breach or default by Landlord in the full and prompt payment and performance of Landlord’s
obligations under this Lease; together with all costs, expenses and liabilities incurred in or in
connection with each such claim or action or proceeding brought thereon, including, without
limitation, all reasonable attorneys’ fees and expenses; provided however that in no event shall
Landlord or its agents or partners, joint ventures, directors, officers, or employees be
responsible or liable for (and the forgoing indemnity and hold harmless excludes) any consequential
damages. In case any action or proceeding is brought against Tenant and/or its partners, joint
venturers, directors, officers, agents and/or employees in connection with conduct or management of
the Property or the Demised Premises or by reason of any claim referred to above, Landlord, upon
notice from Tenant, shall, at Landlord’s cost and expense, resist and defend such action or
proceeding by counsel reasonably satisfactory to Tenant. Notwithstanding anything contained herein
to the contrary, nothing contained herein shall be construed as relieving any insurer pursuant to
any policy of insurance maintained by Landlord or Tenant or required to be maintained by Landlord
or Tenant pursuant to this Lease from any obligation to defend and indemnify any party referred as
being entitled to coverage



29









 







thereunder pursuant to this Lease. The Landlord’s obligations under this Section 13.05 shall
survive the expiration or earlier termination of the Term.



     13.06. Neither Landlord nor any Superior Lessor shall be liable or responsible for, and
Tenant hereby releases Landlord and each Superior Lessor from, all liability and responsibility to
Tenant and any person claiming by, through or under Tenant, by way of subrogation, for any injury,
loss or damage to any person or property in or around the Demised Premises or to Tenant’s business
irrespective of the cause of such injury, loss or damage, and Tenant shall require its insurers to
include in all of Tenant’s insurance policies which could give rise to a right of subrogation
against Landlord or any Superior Lessor a clause or endorsement whereby the insurer waives any
rights of subrogation against Landlord and such Superior Lessors or permits the insured, prior to
any loss, to agree with a third party to waive any claim it may have against said third party
without invalidating the coverage under the insurance policy.



     13.07 Tenant shall not be liable or responsible for, and Landlord hereby releases Tenant from,
all liability and responsibility to Landlord and any person claiming by, through or under Landlord,
by way of subrogation for any injury, loss or damage to any person or property in or around the
Building or the Land irrespective of the cause of such injury, loss, or damage, and Landlord shall
require its insurers to include in all of Landlord’s insurance policies which could give rise to a
right of subrogation against Tenant a clause or endorsement whereby the insurer waives any rights
of subrogation against Tenant or permits the insured, prior to any loss, to agree with a third
party to waive any claim it may have against said third party without invalidating the coverage
under the insurance policy.



ARTICLE 14 — Rules and Regulations




     14.01. Tenant and its employees and agents shall faithfully observe and comply with the Rules
and Regulations and such reasonable changes therein (whether by modification, elimination or
addition) as Landlord at any time or times hereafter may make and communicate to Tenant, which in
Landlord’s judgment, shall be necessary for the reputation, safety, care or appearance of the Land
and Building, or the preservation of good order therein, or the operation or maintenance of the
Building or its equipment and fixtures, or the Common Areas, and which do not unreasonably affect
the conduct of Tenant’s business in the Demised Premises; provided, however, that in case of any
conflict or inconsistency between the provisions of this Lease and any of the Rules and
Regulations, the provisions of this Lease shall control. Nothing in this Lease contained shall be
construed to impose upon Landlord any duty or obligation to issue Rules and Regulations or enforce
the Rules and Regulations against any other tenant or any employees or agents of any other tenant,
and Landlord shall not be liable to Tenant for violation of the Rules and Regulations by any other
tenant or its employees, agents, invitees or licensees



ARTICLE 15 — Alterations and Signs




     15.01. Tenant shall not make any alterations or additions to the Demised Premises, or make
any holes or cuts in the walls, ceilings, roofs, or floors thereof, or change the exterior color or
architectural treatment of the Demised Premises, without on each occasion first obtaining the



30









 







consent of Landlord which consent with respect to non-structural alterations shall not be
unreasonably withheld. Tenant shall submit to Landlord Plans and Specifications for such work at
the time Landlord’s consent is sought. Tenant shall pay to Landlord upon demand the reasonable
cost and expense of Landlord’s third party independent professionals in (a) reviewing said Plans
and Specifications and (b) inspecting the alterations to determine whether the same are being
performed in accordance with the approved Plans and Specifications and all Legal Requirements and
Insurance Requirements, including, without limitation, the fees of any architect or engineer
employed by Landlord for such purpose. Before proceeding with any permitted alteration which will
cost more than $100,000 (exclusive of the costs of decorating work and items constituting Tenant’s
Property), as estimated by a reputable contractor designated by Landlord, Tenant shall, except with
respect to the Tenant’s Work performed for Tenant’s initial occupancy of the Demised Premises,
obtain and deliver to Landlord either (i) a performance bond and a labor and materials payment bond
(issued by a corporate surety licensed to do business in New Jersey), each in an amount equal to
125% of such estimated cost and in form satisfactory to Landlord, or (ii) such other security as
shall be reasonably satisfactory to Landlord. Landlord agrees that in the event Tenant is not in
default of its obligations under this Lease beyond any applicable notice or cure period, provided
Tenant has not assigned this Lease or sublet more than fifty (50%) percent (in the aggregate) of
the Floor Space of Demised Premises, Landlord shall waive the Tenant’s obligation to post a bond
under this Section 15.01 unless required by a Superior Mortgagee or unless such bond is required in
connection with performance of Tenant’s obligations under Section 20.01 of this Lease. Tenant
shall fully and promptly comply with and observe the Rules and Regulations then in force in respect
of the making of alterations. Any review or approval by Landlord of any plans and/or
specifications with respect to any alterations is solely for Landlord’s benefit, and without any
representation or warranty whatsoever to Tenant in respect of the adequacy, correctness or
efficiency thereof or otherwise. In addition, the Landlord shall not unreasonably withhold its
consent to the Tenant’s exclusive use of the flagpole on the lawn of the Building solely to display
the flag of the United States. Tenant shall keep and maintain said flagpole in good order and
condition at Tenant’s sole cost and expense.



     15.02. Tenant shall obtain all necessary governmental permits and certificates for the
commencement and prosecution of permitted alterations and for final approval thereof upon
completion, and shall cause alterations to be performed in compliance therewith and with all
applicable Legal Requirements and Insurance Requirements. Alterations shall be diligently
performed in a good and workmanlike manner, using new materials and equipment at least equal in
quality and class to the better of (a) the original installations of the Building, or (b) the then
standards for the Building established by Landlord. Alterations shall be performed by contractors
first approved by Landlord, which approval shall not be unreasonably withheld. Alterations shall
be made in such manner as not to unreasonably interfere with or delay and as not to impose any
additional expense upon Landlord in the construction, maintenance, repair or operation of the
Building; and if any such additional expense shall be incurred by Landlord as a result of Tenant’s
making of any alterations, Tenant shall pay any such additional expense upon demand. Throughout
the making of alterations, Tenant shall carry, or cause to be carried, worker’s compensation
insurance in statutory limits and general liability insurance, with completed operation
endorsement, for any occurrence in or about the Building, under which Landlord and its managing
agent and any Superior Lessor whose name and address shall



31









 







previously have been furnished to Tenant shall be named as parties insured, in such
commercially reasonable limits as Landlord may reasonably require, with insurers reasonably
satisfactory to Landlord. Tenant shall furnish Landlord with reasonably satisfactory evidence that
such insurance is in effect at or before the commencement of alterations and, on request, at
reasonable intervals thereafter during the making of alterations.



     15.03. Tenant shall not place any signs on the roof, exterior walls or grounds of the Demised
Premises without first obtaining Landlord’s written consent thereto. In placing any signs on or
about the Demised Premises, Tenant shall, at its expense, comply with all applicable Legal
Requirements and obtain all required permits and/or licenses. Landlord shall not unreasonably
withhold or delay its consent to Tenant’s exterior signage or monument sign, and shall, at no cost
or expense to Landlord execute such applications as may be reasonably required, provided such
signage is consistent with the character and quality of the Building, does not include a roof sign,
does not exceed Tenant’s Fraction of the exterior signage of the Building permitted by applicable
Legal Requirements (herein the “Permissible Signage”), and such signage includes only Tenant’s name
and logo. Landlord shall not unreasonably withhold its consent to Tenant installing, at Tenant’s
sole cost and expense and upon compliance by Tenant, at Tenant’s sole cost and expense, with
applicable Legal Requirements, a monument sign in front of the Building even if such monument sign
exceeds in size the Tenant’s Fraction of the Permissible Signage; provided however that Tenant
shall upon request of Landlord and certification that Landlord or another tenant in the Building
requires signage (and the size of such signage up to the difference between 100% and Tenant’s
Fraction of Permissible Signage) which will not be permitted due to Tenant using more than its
Tenant’s Fraction of Permissible Signage, at no cost or expense to Landlord, reduce the size of
Tenant’s signage to the greater of (i) Tenant’s Fraction of the Permissible Signage or (ii) the
amount of Permissible Signage for the Property less signage area that the Landlord requires as
provided herein.



     15.04. Landlord shall not, without Tenant’s consent, which consent shall not be unreasonably
withheld, install a sign having another Tenant’s name or logo on the portion of the exterior of the
Building identified as the “Tenant’s Protected View Area” on Exhibit L.



ARTICLE 16 — Landlord’s and Tenant’s Property




     16.01. All fixtures, equipment, improvements and appurtenances attached to or built into the
Demised Premises at the commencement of or during the Term, whether or not by or at the expense of
Tenant, shall be and remain a part of the Demised Premises, shall be deemed to be the property of
Landlord and shall not be removed by Tenant, except as provided in Article 16.02. Further, any
carpeting or other personal property in the Demised Premises on the Commencement Date, unless
installed and paid for by Tenant, shall be and shall remain Landlord’s property and shall not be
removed by Tenant.



     16.02. All movable partitions, business and trade fixtures, machinery and equipment,
communications equipment and office equipment, whether or not attached to or built into the Demised
Premises, which are installed in the Demised Premises by or for the account of Tenant without
expense to Landlord and can be removed without structural damage to the Building and



32









 







all furniture, furnishings, and other movable personal property owned by Tenant and located in
the Demised Premises (collectively, “Tenant’s Property”) shall be and shall remain the property of
Tenant and may be removed by Tenant at any time during the Term; provided that if any of the
Tenant’s Property is removed, Tenant shall repair or pay the cost of repairing any damage to the
Demised Premises, the Building or the Common Areas resulting from the installation and/or removal
thereof. Any equipment or other property for which Landlord shall have granted any allowance or
credit to Tenant shall not be deemed to have been installed by or for the account of Tenant without
expense to Landlord, shall not be considered as the Tenant’s Property and shall be deemed the
property of Landlord. The parties acknowledge that the allowance in Rider Section R4 is for
improvements to the Demised Premises and that such improvements shall not be subject to the
provisions of the prior sentence, but shall not be removed by Tenant without Landlord’s consent.



     16.03. At or before the Expiration Date or the date of any earlier termination of this Lease,
or within fifteen (15) days after such an earlier termination date, Tenant shall remove from the
Demised Premises all of the Tenant’s Property (except such items thereof as Landlord shall have
expressly permitted to remain, which property shall become the property of Landlord if not
removed), and Tenant shall repair any damage to the Demised Premises, the Building and the Common
Areas resulting from any installation and/or removal of the Tenant’s Property. Any items of the
Tenant’s Property which shall remain in the Demised Premises after the Expiration Date or after a
period of fifteen (15) days following an earlier termination date, may, at the option of Landlord,
be deemed to have been abandoned, and in such case such items may be retained by Landlord as its
property or disposed of by Landlord, without accountability, in such manner as Landlord shall
determine at Tenant’s expense.



     16.04. At or before the Expiration Date or the date of any earlier termination of this Lease,
or within fifteen (15) days after such an earlier termination date, Tenant shall, at Tenant’s sole
cost and expense, remove from the Demised Premises the parts carousel to be installed in the
Demised Premises and Tenant shall repair any damage to the Demised Premises, the Building and the
Common Areas resulting from any installation and/or removal thereof;



ARTICLE 17 — Repairs and Maintenance




     17.01. (a) Tenant shall, throughout the Term, take good care of the Demised Premises, the
fixtures and appurtenances therein, and shall not do, suffer, or permit any waste with respect
thereto. Tenant shall keep and maintain the Demised Premises including without limitation all
building equipment, windows, doors, loading bay doors and shelters, plumbing and electrical
systems, heating, ventilating and air conditioning (“HVAC”) systems (whether located in the
interior of the Demised Premises or on the exterior of the Building) in a clean and orderly
condition. Tenant shall, at Landlord’s option, keep and maintain in a clean and orderly condition
all HVAC systems and any other mechanical or other systems exclusively serving the Demised Premises
which are located in whole or in part outside of the Demised Premises (it being understood and
agreed that if Landlord shall elect to keep and maintain said systems, then the cost of same shall
be included in Operating Expenses (provided however that Tenant’s Fraction with respect to such
item shall be deemed to be 100%), subject to the limitation on payments to affiliates of Landlord
set forth in subsection (8) of Section 1.01W). Tenant shall keep and



33









 







maintain all exterior components of any windows, doors, loading bay doors and shelters serving
the Demised Premises in a clean and orderly condition. The phrase “keep and maintain” as used
herein includes repairs, replacement and/or restoration as appropriate. Tenant shall not permit or
suffer any over-loading of the floors of the Demised Premises.



     (b) Subject to the applicability of the proceeds of any casualty insurance carried by Landlord
for such events the premiums for which have been included in Operating Expenses, Tenant shall be
responsible for all repairs, interior and exterior, structural and nonstructural, ordinary and
extraordinary, in and to the Demised Premises, and the Building (including the facilities and
systems thereof) and the Common Areas the need for which arises out of (a) the performance or
existence of the Tenant’s Work or alterations, (b) the installation, use or operation of the
Tenant’s Property in the Demised Premises, (c) the moving of the Tenant’s Property in or out of the
Building, or (d) the act, omission, misuse or neglect of Tenant or any of its subtenants or its or
their employees, agents, contractors or invitees. Upon request by Landlord, Tenant shall furnish
Landlord with true and complete copies of maintenance contracts and with copies of all invoices for
work performed, confirming Tenant’s compliance with its obligations under this Article. In the
event Tenant fails to furnish such copies, Landlord shall have the right, at Tenant’s cost and
expense, to conduct such inspections or surveys as may be required to determine whether or not
Tenant is in compliance with this Article and to have any work required of Tenant performed at
Tenant’s cost and expense. Tenant shall promptly replace all scratched, damaged or broken doors
and glass in and about the Demised Premises and shall be responsible for all repairs, maintenance
and replacement of wall and floor coverings in the Demised Premises and for the repair and
maintenance of all sanitary and electrical fixtures and equipment therein. The Tenant shall also
arrange for its own cleaning services and rubbish removal, subject to the right of Landlord, at
Landlord’s option to perform such services and include the cost of such services in Operating
Expenses (provided however that Tenant’s Fraction with respect to such item shall be deemed to be
100%), subject to the limitation on payments to affiliates of Landlord set forth in subsection (8)
of Section 1.01W. Tenant shall promptly make all repairs in or to the Demised Premises for which
Tenant is responsible, and any repairs required to be made by Tenant to the mechanical, electrical,
sanitary, heating, ventilating, air-conditioning or other systems of the Demised Premises shall be
performed only by contractor(s) reasonably approved by Landlord. Any other repairs in or to the
Building and the facilities and systems thereof for which Tenant is responsible shall be performed
by Landlord at Tenant’s expense; but Landlord may, at its option, with respect to any such work
costing more than One Hundred Thousand & 00/100 ($100,000.00) Dollars or if required by any
Superior Mortgagee, require Tenant to furnish to Landlord such security, in form (including,
without limitation, a bond issued by a corporate surety licensed to do business in New Jersey) and
amount, as Landlord shall deem necessary to assure the payment for such work by Tenant; provided
that Tenant’s Work done for its initial occupancy of the Demised Premises shall not require any
such security.



     Notwithstanding the provisions of Section 17.01(a) to the contrary, Tenant shall not be
required to replace and may remove at any time any additional air conditioning equipment installed
by Tenant in the non-office portions of the Demised Premises, other than replacements of existing
air conditioning in the non-office portions of the Demised Premises which are air conditioned as of
the Commencement Date. In the event Tenant installs any air conditioning



34









 







equipment in the non-office portions of the Demised Premises and such air conditioning
equipment remains upon the expiration or sooner termination of this Lease, and provided that
Landlord gives Tenant written notice to remove such air conditioning equipment at least ninety (90)
days prior to the end of the Term, Tenant shall remove said air conditioning equipment and repair
any damage and penetrations of the roof at Tenant’s sole cost and expense. Nothing contained
herein shall be construed as relieving Tenant of its obligation to keep and maintain (including,
but not limited to the obligation to make replacements thereof) all HVAC equipment serving the
Demised Premises to the extent the Demised Premises are served by HVAC equipment as of the
Commencement Date.



     17.02. So long as Tenant is not in default beyond the applicable cure or grace period under
this Lease, Landlord shall make all structural repairs and replacements, including, specifically,
the Building systems (not serving exclusively the Demised Premises), roof and roof membrane (except
as hereinabove provided in Section 17.01), the leaders and gutters, gravel stops and flashings as
well as sewer lines and the utility lines to the Building, and the exterior walls of the Building
and the cost of such items shall be included in Operating Expenses, for which Tenant shall pay
Tenant’s Fraction (subject to the amortization provisions with respect to capital expenditures set
forth in Section 1.01W). Landlord shall keep and maintain the Common Areas and shall procure
landscaping and snow removal services for the Building and the cost thereof shall be included in
Operating Expenses, for which Tenant shall pay Tenant’s Fraction provided, however, that the cost
for such landscaping and snow removal services shall be at a competitive price as charged by
available third party vendors.



     17.03. Tenant shall not permit or suffer the overloading of the floors of the Demised
Premises beyond 300 pounds per square foot, or lesser amount as may be applicable to any mezzanine
area.



     17.04. Except as otherwise expressly provided in this Lease, Landlord shall have no liability
to Tenant, nor shall Tenant’s covenants and obligations under this Lease be reduced or abated in
any manner whatsoever, by reason of any inconvenience, annoyance, interruption or injury to
business arising from Landlord’s doing any repairs, maintenance, or changes which Landlord is
required or permitted by this Lease, or required by Law, to make in or to any portion of the
Building. Landlord shall use reasonable efforts to perform any such repairs, maintenance or
changes with as little interference as is practicable to Tenant’s use and occupancy of the Demised
Premises, provided however that nothing contained herein shall require Landlord to utilize night or
weekend labor. If solely as a result of Landlord’s negligence or willful misconduct in performing
its obligations in this Article 17 and provided further that in addition all of the following
conditions occur: (i) Tenant is forced to cease operations at the Demised Premises as the result of
such failure (ii) Landlord fails to cure such conditions within five (5) business days after Tenant
notifies Landlord of such failure (the “Outside Cure Date”), (iii) such failure is not the result
of a damage or destruction covered by Article 22 or a condemnation or taking covered by Article 23,
then Tenant shall receive, a rental credit of one (1) day of free Fixed Rent, Operating Expenses
and Real Estate Taxes otherwise payable by Tenant under this Lease for each day after the Outside
Cure Date that Landlord has failed to so cure such discontinuance.



35









 





ARTICLE 18 — Utility Charges




     18.01. Tenant shall pay all charges for gas, water, sewer, electricity, heat or other utility
or service supplied to the Demised Premises as measured by meter(s) or sub-meter(s) (or a
combination thereof) relating to or for from which Landlord is able to determine Tenant’s use, and
any cost of repair, maintenance, replacement, and reading of any meters measuring Tenant’s
consumption thereof. If any utilities or services are not separately metered or assessed or are
only partially separately metered or assessed and are used in common with other tenants or
occupants of the Building, and are not reasonably able to be separately determined (either by use
of sub-meter(s) or equivalent methods) Tenant shall pay to Landlord on demand Tenant’s
proportionate share of such charges for utilities and/or services, which shall be such charges
multiplied by a fraction the numerator of which shall be the Floor Space in the Demised Premises
and the denominator of which shall be the Floor Space of all tenants and occupants of the Building
using such utilities and/or services. Landlord reserves the right, but not the obligation, to
separately meter or cause to be separately metered or sub-metered, any gas, water, sewer,
electricity, heat or other utility or service serving the Property or the Demised Premises. In the
event Landlord determines that Tenant’s utilization of any such service exceeds the fraction
referred to above, Tenant’s proportionate share with respect to such service shall, at Landlord’s
option, mean the percentage of any such service (but not less than the fraction referred to above)
which Landlord reasonably estimates as Tenant’s utilization thereof. Tenant expressly agrees that
Landlord shall not be responsible for the failure of supply to Tenant of any of the aforesaid, or
any other utility service. Landlord shall not be responsible for any public or private telephone
service to be installed in the space, particularly conduit, if required. If Landlord, or its
designee is permitted by law to provide electric energy to the Demised Premises by re-registering
meters or otherwise and to collect any charges for electric energy, Landlord or its designee shall
have the exclusive right to do so, in which event Tenant shall pay to Landlord or its designee upon
receipt of bills therefor charges for electric energy provided the rates for such electric energy
shall not be more than the rates Tenant would be charged for electric energy if furnished directly
to Tenant by the public utility which would otherwise have furnished electric energy.



     18.02. Tenant’s use of electric energy in the Demised Premises shall not at any time exceed
the capacity of any of the electrical conductors and equipment in or otherwise serving the Demised
Premises. In order to insure that such capacity is not exceeded and to avert possible adverse
effect upon the Building’s electric service, Tenant shall not, without Landlord’s prior consent in
each instance (which shall not be unreasonably withheld, delayed or conditioned), connect any
fixtures, appliances or equipment to the Building’s electric distribution system or make any
alteration or addition to the electric system of the Demised Premises existing on the Commencement
Date. Should Landlord grant such consent, all additional risers or other equipment required
therefor shall be provided by Landlord and the cost thereof shall be paid by Tenant to Landlord on
demand. Landlord agrees not to unreasonably withhold its consent to the proposed upgrading of
electrical service by Tenant at no cost or expense to Landlord, to be detailed in the Tenant’s
Plans and Specifications.



     18.03. At Landlord’s option, Landlord or Landlord’s designee shall have the exclusive right,
but not the obligation, to install or cause to be installed, at Landlord’s sole cost and expense
and without reimbursement by Tenant as an Operating Expense solar panels or other



36









 







energy generating equipment on the Building (including but not limited to the roof thereof)
for purposes of furnishing in whole or in part electric energy to the Building (herein an “Energy
System”). Tenant shall provide Landlord or its designee with access to the Demised Premises for
the installation, maintenance and repair of such Energy System as Landlord or its designee may
require. If installed, such Energy System shall (either itself or together with such service
provided by a public utility provider) meet the minimum service provided to the Building
immediately prior to the installation of such Energy System. In the event Landlord elects to
install or cause such Energy System to be installed, Tenant shall purchase electric energy for the
Demised Premises from Landlord or its designee and Tenant shall pay the reasonable charges
established by Landlord or its designee for such service from time to time, but not in excess of
the rates payable by Tenant from a third party public utility provider having service available to
the Building. Landlord also reserves the right to discontinue furnishing electric energy at any
time whether or not Tenant is in default of this Lease upon not less than thirty (30) days’ notice
to Tenant provided Tenant can arrange for electric service from the local utility service within
such period.



     18.04 The failure of any utility service hereunder shall not be construed as a constructive
eviction of Tenant and shall not excuse Tenant from failing to perform any of its obligations
hereunder. If solely as a result of Landlord’s negligence or willful misconduct all of the
following conditions occur: (i) Tenant suffers a discontinuance of electricity, natural gas or
water to the Demised Premises, (ii) Landlord fails to cure discontinuance within five (5) business
days after Tenant notifies Landlord of such discontinuance (the “Outside Cure Date”), (iii) Tenant
is forced to cease operations at the Demised Premises as the result of such failure to cure the
discontinuance, and (iv) such discontinuance is not the result of a damage or destruction covered
by Article 22 or a condemnation or taking covered by Article 23, then Tenant shall receive, a
rental credit of one (1) day of free Fixed Rent, Operating Expenses and Real Estate Taxes otherwise
payable by Tenant under this Lease for each day after the Outside Cure Date that Landlord has
failed to so cure such discontinuance.



ARTICLE 19 — Access, Changes and Name




     19.01. Except for the space within the inside surfaces of all walls, hung ceilings, floors,
windows and doors bounding the Demised Premises, all of the Building, including, without
limitation, exterior Building walls, core corridor walls and doors and any core corridor entrance,
any terraces or roofs adjacent to the Demised Premises, and any space in or adjacent to the Demised
Premises used for shafts, stacks, pipes, conduits, fan rooms, ducts, electric or other utilities,
sinks or other Building facilities and the use thereof, as well as access thereto through the
Demised Premises for the purpose of operating, maintenance, decoration and repair, are reserved to
Landlord. Landlord also reserves the right, to install, erect, use and maintain pipes, ducts and
conduits in and through the Demised Premises, provided such are properly enclosed.



     19.02. Landlord and its agents shall have the right to enter and/or pass through the Demised
Premises, upon one (1) business day prior written notice to the Tenant which provides the name of
all visitors, the company affiliation of each visitor and purpose of the visit, (a) to examine the
Demised Premises and to show them to actual and prospective Superior Lessors,




37












 




Superior Mortgagees, or prospective purchasers of the Building, and (b) to make such repairs,
alterations, additions and improvements in or to the Demised Premises and/or in or to the Building
or its facilities and equipment as Landlord is required or desires to make. However, in the event
that an emergency exists with respect to property damage or personal injury, the Landlord and it
agents shall be entitled to immediate access to the Demised Premises. Landlord shall be allowed to
take all materials into and upon the Demised Premises that may be required in connection therewith,
without any liability to Tenant and without any reduction of Tenant’s obligations hereunder.
During the period of eighteen (18) months prior to the Expiration Date, Landlord and its agents may
exhibit the Demised Premises to prospective tenants upon one (1) business day’s prior written
notice as provided herein. Notwithstanding the foregoing, if any proposed visitor does not pass
the Tenant’s reasonable security inquiry of the Tenant to the extent required to preserve Tenant’s
status as a defense contractor, Landlord will not bring such person to the restricted portions of
the Demised Premises without Tenant’s consent.




     19.03. If at any time any windows of the Demised Premises are temporarily darkened or
obstructed by reason of any repairs, improvements, maintenance and/or cleaning in or about the
Building, or if any part of the Building or the Common Areas, other than the Demised Premises, is
temporarily or permanently closed or inoperable, the same shall not be deemed a constructive
eviction and shall not result in any reduction or diminution of Tenant’s obligations under this
Lease.



     19.04. If, during the last month of the Term, Tenant has removed all or substantially all of
the Tenant’s Property from the Demised Premises and Tenant has vacated the Demised Premises and no
employees are using the Demised Premises, Landlord may, with five (5) day’s written notice to
Tenant, enter the Demised Premises and alter, renovate and decorate the same, without liability to
Tenant and without reducing or otherwise affecting Tenant’s obligations hereunder.



     19.05. Landlord reserves the right, at any time and from time to time, to make such changes,
alterations, additions and improvements in or to the Building and the fixtures and equipment
thereof as Landlord shall deem necessary or desirable provided that such changes will not
materially adversely impact the use and enjoyment of the Tenant to the Demised Premises and the
Common Areas.



     19.06. Landlord may adopt any name for the Building with the prior notice of fifteen (15)
business days to Tenant; provided however that unless Tenant is in default of any of its
obligations under this Lease beyond any applicable notice or cure period and provided the original
Tenant is itself in occupancy and has not assigned or sublet the all or in the aggregate more than
fifty percent (50%) of the Demised Premises, Landlord will not name the Building for a direct
business competitor of Tenant, without Tenant’s consent. Landlord reserves the right to change the
name and/or address of the Building at any time with the prior notice of fifteen (15) business days
to Tenant.






38









 







ARTICLE 20 — Mechanics’ Liens and Other Liens


     20.01. Nothing contained in this Lease shall be construed to imply any consent of Landlord to
subject Landlord’s interest or estate to any liability under any mechanic’s, construction or other
lien law. If any lien or any Notice of Intention (to file a lien), Lis Pendens, or Notice of
Unpaid Balance and Right to File Lien is filed against the Land, the Building, or any part thereof,
or the Demised Premises, or any part thereof, for any work, labor, services or materials claimed to
have been performed or furnished for or on behalf of Tenant, or anyone holding any part of the
Demised Premises through or under Tenant, Tenant shall cause the same to be canceled and discharged
of record by payment, bond or order of a court of competent jurisdiction or by making payment into
Court of the statutory amount within fifteen (15) days after notice by Landlord to Tenant.



ARTICLE 21 — Non-Liability of Landlord




     21.01. Neither Landlord nor any partner, joint venturer, director, officer, agent, servant or
employee of Landlord shall be liable to Tenant for any loss, injury or damage to Tenant or to any
other Person, or to its or their property, irrespective of the cause of such injury, damage or
loss, unless caused by or resulting from the negligence of Landlord, its agents, servants or
employees in the operation or maintenance of the Land or Building without contributory negligence
on the part of Tenant or any of its subtenants or licensees or its or their employees, agents or
contractors. Further, neither Landlord nor any partner, joint venturer, director, officer, agent,
servant or employee of Landlord shall be liable (a) for any such damage caused by other tenants or
Persons in, upon or about the Land or Building, or caused by operations in construction of any
private, public or quasi-public work; or (b) even if negligent, for consequential damages arising
out of any loss of use of the Demised Premises or any equipment or facilities therein by Tenant or
any Person claiming through or under Tenant.



     21.02. Neither Landlord nor Tenant shall be liable to the other for any consequential damages
arising out of or by reason of any default under this Lease; provided however that nothing
contained in this Section 21.02 shall be construed as limiting Landlord’s right to collect the
damages expressly provided for in Section 27.01 of this Lease.



     21.03. Notwithstanding any provision to the contrary, Tenant shall look solely to the estate
and property of Landlord in and to the Land and Building (or the proceeds received by Landlord on a
sale, casualty or condemnation of such estate and property but not the proceeds of any financing or
refinancing thereof) in the event of any claim against Landlord arising out of or in connection
with this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or
the Common Areas, and Tenant agrees that the liability of Landlord arising out of or in connection
with this Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or
the Common Areas shall be limited to such estate and property of Landlord (or sale, casualty or
condemnation proceeds). No other properties or assets of Landlord or any partner, joint venturer,
director, officer, agent, servant or employee of Landlord shall be subject to levy, execution or
other enforcement procedures for the satisfaction of any judgment (or other judicial process) or
for the satisfaction of any other remedy of Tenant arising out of, or in connection with, this
Lease, the relationship of Landlord and Tenant or Tenant’s use of the Demised Premises or the
Common Areas and if Tenant shall acquire a lien on or interest in any



39









 







other properties or assets by judgment or otherwise, Tenant shall promptly release such lien
on or interest in such other properties and assets by executing, acknowledging and delivering to
Landlord an instrument to that effect prepared by Landlord’s attorneys. Tenant hereby waives the
right of specific performance and any other remedy allowed in equity if specific performance or
such other remedy could result in any liability of Landlord for the payment of money to Tenant, or
to any court or governmental authority (by way of fines or otherwise) for Landlord’s failure or
refusal to observe a judicial decree or determination, or to any third party.



ARTICLE 22 — Damage or Destruction




     22.01. If the Building or the Demised Premises shall be partially or totally damaged or
destroyed by fire or other casualty (and if this Lease shall not be terminated as in this Article
22 hereinafter provided), Landlord shall repair the damage and restore and rebuild the Building
and/or the Demised Premises (including the Tenant’s Work to the extent Tenant’s Work becomes part
of the Building, but not including the Tenant’s Property which will be separately insured by
Tenant) with reasonable dispatch after notice to it of the damage or destruction and the collection
of the insurance proceeds attributable to such damage.



     22.02. If all or part of the Demised Premises shall be damaged or destroyed or rendered
completely or partially untenantable on account of fire or other casualty, the Rent shall be abated
or reduced, as the case may be, in the proportion that the untenantable area of the Demised
Premises bears to the total area of the Demised Premises (to the extent of rent insurance proceeds
received by the Landlord) for the period from the date of the damage or destruction to (a) the date
the damage to the Demised Premises shall be substantially repaired, or (b) if the Building and not
the Demised Premises is so damaged or destroyed, the date on which the Demised Premises shall be
made tenantable; provided, however, should Tenant reoccupy a portion of the Demised Premises during
the period the repair or restoration work is taking place and prior to the date that the Demised
Premises are substantially repaired or made tenantable the Rent allocable to such reoccupied
portion, based upon the proportion which the area of the reoccupied portion of the Demised Premises
bears to the total area of the Demised Premises, shall be payable by Tenant from the date of such
occupancy.



     22.03. If (a) the Building or the Demised Premises shall be totally damaged or destroyed by
fire or other casualty, or (b) the Building shall be so damaged or destroyed by fire or other
casualty that its repair or restoration requires the expenditure, as estimated by a reputable
contractor or architect designated by Landlord, of more than thirty-five percent (35%) (or twenty
percent [20%] if such casualty occurs during the last two [2] years of the Term, including any
extensions pursuant to a valid exercise of Tenant’s renewal option, if any, in which event the
thirty-five percent (35%) threshold shall be applicable), of the full insurable value of the
Building immediately prior to the casualty, or (c) the Building shall be damaged or destroyed by
fire or other casualty and either the loss shall not be covered by Landlord’s insurance or the net
insurance proceeds (after deducting all expenses in connection with obtaining such proceeds) shall,
in the estimation of a reputable contractor or architect designated by Landlord be insufficient to
pay for the repair or restoration work (unless with respect to this subsection (c): (i) Tenant
within fifteen (15) business of notice from Landlord that the insurance proceeds are



40









 







inadequate to rebuild agrees, pursuant to a written agreement in form and substance
satisfactory to Landlord to fund the difference between the cost to rebuild and the insurance
proceeds and provides Landlord with security reasonably acceptable to Landlord to assure Landlord
of Tenant’s ability to perform such obligation, and (ii) as reasonably estimated by the Architect,
there will be not less than five (5) years (including any Extended Period for which Tenant has
exercised its renewal option pursuant to Section R2 of the Rider to Lease) remaining on the term of
this Lease upon completion of such restoration), then in any of such cases in subsections (a),(b)
or (c) above Landlord may terminate this Lease by giving Tenant notice to such effect within ninety
(90) days after the date of the fire or other casualty. Landlord agrees that it shall not exercise
its right to terminate this Lease under subsection (a) or (b) of this Section 22.03, unless one or
more of the following conditions shall have occurred: (i) Landlord is required to exercise such
right by a Mortgagee, (ii) such damage or destruction occurs in the last two (2) years of the Term
including any extensions pursuant to a valid exercise of Tenant’s renewal option, if any, (iii) a
Mortgagee fails or refuses to disburse the proceeds of insurance for such restoration, or (iv) a
Mortgagee or its assign becomes a Successor Landlord or appoints a receiver to or otherwise
succeeds to the rights of Landlord under this Lease. Nothing contained herein shall be construed as
limiting Landlords right to terminate with respect to any damage or destruction giving Landlord the
right to terminate this Lease pursuant to subsection (c) of this Section 22.03 or under any other
provision of this Lease.



     22.04. In the event of damage or destruction with respect to the Building the repair or
restoration of which requires the expenditure, as estimated by a reputable contractor or architect
designated by Landlord, of more than forty percent (40%) of the full insurable value of the
Building immediately prior to the casualty (or twenty percent [20%] if such casualty occurs during
the last two [2] years of the Term), then in either of such events Landlord and Tenant shall each
have the right to request within thirty (30) days after such event the Architect to determine the
estimated time for restoration. The Landlord shall cause the Architect to provide notice to
Landlord and Tenant of such determination (the “Architect’s Notice”) within thirty (30) days after
notice from Landlord or Tenant requesting such determination. If the Architect determines that the
restoration of same is estimated to take more than eighteen (18) months from the date of the
casualty, Landlord and Tenant shall each have the right (provided, however that Tenant’s right
shall be conditioned upon (i) Tenant not being in monetary or material non-monetary default under
this Lease beyond any applicable notice and cure period, and in any event curing such default(s)
prior to termination, and (ii) the Demised Premises not being reasonably useable by Tenant for the
operation of its business therein as a result of such damage or destruction for a period of not
less than eighteen (18) months as estimated by such Architect) to terminate this Lease upon thirty
(30) days prior written notice to Landlord, given within thirty (30) days of the Architect’s
Notice. Landlord’s and Tenant’s right to terminate the Lease pursuant to this Section shall be in
addition to and not in limitation of Landlord’s rights pursuant to this Article 22, including but
not limited to Landlord’s right to terminate the Lease pursuant to Section 22.01 hereof. Nothing
contained herein shall be construed as limiting Landlord’s right to collect the full amount of the
proceeds of insurance, including but not limited to rent insurance or business interruption
insurance.



     If Landlord elects to terminate this Lease pursuant to Section 22.03 or 22.04 of this Lease
and such termination occurs prior to the original Expiration Date not including any extension of
the Expiration Date with respect to any Extended Periods (i.e. in the initial ten (10) year term),



41









 







the Landlord shall reimburse the Tenant for the unamortized balance of the cost of Tenant’s
Work in accordance with Exhibit I attached hereto (herein the “Reimbursement Amount”), provided
insurance proceeds are available for payment of the Reimbursement Amount after restoration of the
Building (exclusive of the Tenant Work which is not being restored) and provided further that all
of the following conditions are met:




	 	1.	 	Tenant is not in default of its obligations under this Lease beyond any
applicable notice or grace period;
	 
	 	2.	 	Tenant has completed performance of its obligations under Article 12 of this
Lease, including but not limited to all obligations with regard to ISRA and all other
Environmental Laws (in the event Tenant has not completed performance of such
obligations, payment of the Reimbursement Amount shall be deferred until such
performance is completed); and
	 
	 	3.	 	Tenant has not assigned this Lease or sublet more than fifty (50%) percent (in
the aggregate) of the Floor Space of the Demised Premises and was at the time of such
damage or destruction itself in occupancy of not less than fifty (50%) percent of the
Floor Space of the Demised Premises.





     22.05. Except as expressly set forth herein, Tenant shall not be entitled to terminate this
Lease and no damages, compensation or claim shall be payable by Landlord for inconvenience, loss of
business or annoyance arising from any repair or restoration of any portion of the Demised Premises
or of the Building pursuant to this Article 22. Landlord shall use its commercially reasonable
efforts to make such repair or restoration promptly and in such manner as not unreasonably to
interfere with Tenant’s use and occupancy of the Demised Premises, but Landlord shall not be
required to do such repair or restoration work except during Landlord’s business hours on business
days.



     22.06. Notwithstanding any of the foregoing provisions of this Article 22, if by reason of
some act or omission on the part of Tenant or any of its subtenants or its or their partners,
directors, officers, servants, employees, agents or contractors, Landlord or any Superior Lessor or
any Superior Mortgagee shall be unable to collect all of the insurance proceeds (including, without
limitation, rent insurance proceeds) applicable to damage or destruction of the all or any part of
the Property by fire or other casualty, then, without prejudice to any other remedies which may be
available against Tenant, any abatement of Rent to which Tenant may have been entitled under this
Lease shall be reduced dollar for dollar by the amount of any insurance proceeds that the Landlord
is denied as a result of such act or omissions referred to above.



     22.07. Landlord will not carry insurance of any kind on the Tenant’s Property and, except as
provided by law or by reason of Landlord’s breach of any of its obligations hereunder, shall not be
obligated to repair any damage to or replace the Tenant’s Property.



     22.08. The provisions of this Article 22 shall be deemed an express agreement governing any
case of damage or destruction of the Demised Premises and/or Building by fire or other casualty,
and any law providing for such a contingency in the absence of an express agreement, now or
hereafter in force, shall have no application in such case.



42









 





ARTICLE 23 — Eminent Domain




     23.01 If the whole of the Demised Premises shall be taken by any public or quasi-public
authority under the power of condemnation, eminent domain or expropriation, or in the event of
conveyance of the whole of the Demised Premises in lieu thereof, this Lease shall terminate as of
the day possession shall be taken by such authority. If 25% or less of the Floor Space of the
Demised Premises shall be so taken or conveyed, this Lease shall terminate only in respect of the
part so taken or conveyed as of the day possession shall be taken by such authority. If more than
25% of the Floor Space of the Demised Premises shall be so taken or conveyed, this Lease shall
terminate only in respect of the part so taken or conveyed as of the day possession shall be taken
by such authority, but either party shall have the right to terminate this Lease upon notice given
to the other party within 30 days after such taking possession. If more than 25% of the Floor
Space of the Building shall be so taken or conveyed, Landlord may, by notice to Tenant, terminate
this Lease as of the day possession shall be taken. If so much of the parking facilities shall be
so taken or conveyed that the number of parking spaces necessary, in Landlord’s judgment, for the
continued operation of the Building shall not be available, Landlord shall, by notice to Tenant,
terminate this Lease as of the day possession shall be taken. If this Lease shall continue in
effect as to any portion of the Demised Premises not so taken or conveyed, the Rent shall be
computed as of the day possession shall be taken on the basis of the remaining Floor Space of the
Demised Premises. Except as specifically provided herein, in the event of any such taking or
conveyance there shall be no reduction in Rent. If this Lease shall continue in effect, Landlord
shall, at its expense, but shall be obligated only to the extent of the net award or other
compensation (after deducting all expenses in connection with obtaining same) available to Landlord
for the improvements taken or conveyed (excluding any award or other compensation for land or for
the unexpired portion of the term of any Superior Lease), make all necessary alterations so as to
constitute the remaining Building a complete architectural and tenantable unit, except for the
Tenant’s Property, and Tenant shall make all alterations or replacements to the Tenant’s Property
and decorations in the Demised Premises. All awards and compensation for any taking or conveyance,
whether for the whole or a part of the Land or Building, the Demised Premised or otherwise, shall
be the property of Landlord, and Tenant hereby assigns to Landlord all of Tenant’s right, title and
interest in and to any and all such awards and compensation, including, without limitation, any
award or compensation for the value of the unexpired portion of the Term. Tenant shall be entitled
to claim, prove and receive in the condemnation proceeding such award or compensation as may be
allowed for the Tenant’s Property and for loss of business, good will, and depreciation or injury
to and cost of removal of the Tenant’s Property, but only if such award or compensation shall be
made by the condemning authority in addition to, and shall not result in a reduction of, the award
or compensation made by it to Landlord.



     23.02. If the temporary use or occupancy of all or any part of the Demised Premises shall be
taken during the Term, Tenant shall be entitled, except as hereinafter set forth, to receive that
portion of the award or payment for such taking which represents compensation for the use and
occupancy of the Demised Premises, for the taking of the Tenant’s Property and for moving expenses,
and Landlord shall be entitled to receive that portion which represents reimbursement for the cost
of restoration of the Demised Premises. This Lease shall be and remain unaffected by such taking
and Tenant shall continue to be responsible for all of its obligations hereunder



43









 







insofar as such obligations are not affected by such taking and shall continue to pay the Rent
in full when due. If the period of temporary use or occupancy shall extend beyond the Expiration
Date, that part of the award or payment which represents compensation for the use and occupancy of
the Demised Premises (or a part thereof) shall be divided between Landlord and Tenant so that
Tenant shall receive (except as otherwise provided below) so much thereof as represents
compensation for the period up to and including the Expiration Date and Landlord shall receive so
much thereof as represents compensation for the period after the Expiration Date. All monies to be
paid to Tenant as, or as part of, an award or payment for temporary use and occupancy for a period
beyond the date to which the Rent has been paid shall be received, held and applied by the first
Superior Mortgagee (or if there is no Superior Mortgagee, by Landlord as a trust fund) for payment
of the Rent becoming due hereunder.



ARTICLE 24 — Surrender




     24.01. On the Expiration Date, or upon any earlier termination of this Lease, or upon any
re-entry by Landlord upon the Demised Premises, Tenant shall quit and surrender the Demised
Premises to Landlord “broom-clean” and in good order, condition and repair, except for ordinary
wear and tear and such damage or destruction as Landlord is required to repair or restore under
this Lease, and Tenant shall remove all of Tenant’s Property therefrom except as otherwise
expressly provided in this Lease.



     24.02. If Tenant remains in possession of the Demised Premises after the expiration of the
Term, Tenant shall be deemed to be occupying the Demised Premises at the sufferance of Landlord
subject to all of the provisions of this Lease, except that the monthly Fixed Rent shall be one and
one-half times the Fixed Rent in effect during the last month of the Term for the first sixty (60)
days of such holdover and twice the Fixed Rent thereafter.



     24.03. No act or thing done by Landlord or its agents shall be deemed an acceptance of a
surrender of the Demised Premises, and no agreement to accept such surrender shall be valid unless
in writing and signed by Landlord.



ARTICLE 25 — Conditions of Limitation




     25.01. This Lease is subject to the limitation that whenever Tenant or any Guarantor (a)
shall make an assignment for the benefit of creditors, or (b) shall commence a voluntary case or
have entered against it an order for relief under any chapter of the Federal Bankruptcy Code (Title
11 of the United States Code) or any similar order or decree under any federal or state law, now in
existence, or hereafter enacted having the same general purpose, and such order or decree shall
have not been stayed or vacated within 45 days after entry, or (c) shall cause, suffer, permit or
consent to the appointment of a receiver, trustee, administrator, conservator, sequestrator,
liquidator or similar official in any federal, state or foreign judicial or nonjudicial proceeding,
to hold, administer and/or liquidate all or substantially all of its assets, and such appointment
shall not have been revoked, terminated, stayed or vacated and such official discharged of his
duties within 30 days of his appointment, then Landlord, at any time after the occurrence of any
such event, may give Tenant a notice of intention to end the Term at the expiration of five (5)
days



44









 







from the date of service of such notice of intention, and upon the expiration of said five (5)
day period, whether or not the Term shall theretofore have commenced, this Lease shall terminate
with the same effect as if that day were the expiration date of this Lease, but Tenant shall remain
liable for damages as provided in Article 27.



     25.02. This Lease is subject to the further limitations that: (a) if Tenant shall default in
the payment of any Rent, and such default shall not be cured within five (5) days after written
notice or (b) if Tenant shall, whether by action or inaction, be in default of any of its
obligations under this Lease (other than a default in the payment of Rent) and such default shall
continue and not be remedied within fifteen (15) days after Landlord shall have given to Tenant a
notice specifying the same, or, in the case of a default which cannot with due diligence be cured
within a period of fifteen (15) days and the continuance of which for the period required for cure
will not subject Landlord or any Superior Lessor to prosecution for a crime or offense (as more
particularly described in the penultimate sentence of Section 12.02) or termination of any Superior
Lease or foreclosure of any Superior Mortgage, if Tenant shall not, (i) within said fifteen (15)
day period advise Landlord of Tenant’s intention to take all steps necessary to remedy such
default, (ii) duly commence within said fifteen (15) day period, and thereafter diligently
prosecute to completion all steps necessary to remedy the default, and (iii) complete such remedy
within a reasonable time after the date of said notice by Landlord, or (c) if any event shall occur
or any contingency shall arise whereby this Lease would, by operation of law or otherwise, devolve
upon or pass to any person, firm or corporation other than Tenant, except as expressly permitted by
Article 11, or (d) if Tenant shall vacate or abandon the Demised Premises for more than thirty (30)
days without prior notice to the Landlord, or (e) if there shall be any default by Tenant (or any
person which, directly or indirectly, controls, is controlled by, or is under common control with
Tenant) under any other lease with Landlord (or any person which, directly or indirectly, controls,
is controlled by, or is under common control with Landlord) which shall not be remedied within the
applicable grace or cure period, if any, provided therefor under such other lease, then in any of
said cases Landlord may give to Tenant a notice of intention to end the Term at the expiration of
five (5) days from the date of the service of such notice of intention, and upon the expiration of
said five (5) days, whether or not the Term shall theretofore have commenced, this Lease shall
terminate with the same effect as if that day were the expiration date of this Lease, but Tenant
shall remain liable for damages as provided in Article 27.



     25.03 Default by Landlord. If Landlord defaults in the performance of any of the terms,
covenants and conditions of this Lease, Tenant shall promptly provide written notice of such
default to Landlord. If (a) Landlord fails to cure such default within ninety (90) days after
receipt of such notice unless Landlord provides written notice to Tenant disputing such default or
advising Tenant that Landlord plans to commence such cure, or (b) if the default is of such
character as to require more than ninety (90) days to cure and Landlord fails within ninety (90)
days after receipt of such notice to provide written notice to Tenant disputing such default or
advising Tenant that Landlord plans to commence such cure and thereafter diligently proceed to cure
such default then, in either such event, Tenant may bring an action against Landlord, at law or in
equity, arising out of such breach to re cover its damages, if any.



45









 





ARTICLE 26 — Re-Entry by Landlord




     26.01. If Tenant shall default in the payment of any Rent beyond the applicable cure or grace
period, or if this Lease shall terminate as provided in Article 25, Landlord or Landlord’s agents
and employees may immediately or at any time thereafter re-enter the Demised Premises, or any part
thereof, either by summary dispossess proceedings or by any suitable action or proceeding at law
without being liable to indictment, prosecution or damages therefor, and may repossess the same,
and may remove any Person therefrom, to the end that Landlord may have, hold and enjoy the Demised
Premises. The word “re-enter,” as used herein, is not restricted to its technical legal meaning.
If this Lease is terminated under the provisions of Article 25, or if Landlord shall re-enter the
Demised Premises under the provisions of this Article 26, or in the event of the termination of
this Lease, or of re-entry, by or under any summary dispossess or other proceedings or action or
any provision of law by reason of default hereunder on the part of Tenant, Tenant shall thereupon
pay to Landlord the Rent payable up to the time of such termination of this Lease, or of such
recovery of possession of the Demised Premises by Landlord, as the case may be, and shall also pay
to Landlord damages as provided in Article 27.



     26.02. In the event of a breach or threatened breach by Tenant of any of its obligations
under this Lease, Landlord shall also have the right of injunction. The special remedies to which
Landlord may resort hereunder are cumulative and are not intended to be exclusive of any other
remedies to which Landlord may lawfully be entitled at any time and Landlord may invoke any remedy
allowed at law or in equity as if specific remedies were not provided for herein.



     26.03. If this Lease shall terminate under the provisions of Article 25, or if Landlord shall
re-enter the Demised Premises under the provisions of this Article 26, or in the event of the
termination of this Lease, or of re-entry, by or under any summary dispossess or other proceeding
or action or any provision of law by reason of default hereunder on the part of Tenant, Landlord
shall be entitled to retain all monies, if any, paid by Tenant to Landlord, whether as Advance
Rent, security or otherwise, but such monies shall be credited by Landlord against any Rent due
from Tenant at the time of such termination or re-entry or, at Landlord’s option, against any
damages payable by Tenant under Article 27 or pursuant to law.



ARTICLE 27 — Damages




     27.01. If this Lease is terminated under the provisions of Article 25 or if Landlord shall
re-enter the Demised Premises under the provisions of Article 26, or in the event of the
termination of this Lease, or of re-entry, by or under any summary dispossess or other proceeding
or action or any provision of law by reason of default hereunder on the part of Tenant, Tenant
shall pay as Additional Charges to Landlord, at the election of Landlord, either or any combination
of:




(a) a sum which at the time of such termination of this Lease or at the time of any
such re-entry by Landlord, as the case may be, represents the then value of the
excess, if any, of (i) the aggregate amount of the Rent which would have been
payable by Tenant (conclusively presuming the average monthly Additional Charges to
be the same as were the average monthly Additional Charges payable



46









 







for the year, or if less than 365 days have then elapsed since the Commencement
Date, the partial year, immediately preceding such termination or re-entry) for the
period commencing with such earlier termination of this Lease or the date of any
such re-entry, as the case may be, and ending with the Expiration Date, over (ii)
the aggregate rental value of the Demised Premises for the same period; or




(b) sums equal to the Fixed Rent and the Additional Charges which would have been
payable by Tenant had this Lease not so terminated, or had Landlord not so
re-entered the Demised Premises, payable upon the due dates therefor specified
herein following such termination or such re-entry and until the Expiration Date,
provided, however, that if Landlord shall relet the Demised Premises during said
period, Landlord shall credit Tenant with the net rents received by Landlord from
such reletting, such net rents to be determined by first deducting from the gross
rents as and when received by Landlord from such reletting the expenses incurred or
paid by Landlord in terminating this Lease or in re-entering the Demised Premises
and in securing possession thereof, as well as the expenses of reletting, including,
without limitation, altering and preparing the Demised Premises for new tenants,
brokers’ commissions, legal fees, and all other expenses properly chargeable against
the Demised Premises and the rental therefrom, it being understood that any such
reletting may be for a period shorter or longer than the period ending on the
Expiration Date; but in no event shall Tenant be entitled to receive any excess of
such net rents over the sums payable by Tenant to Landlord hereunder, nor shall
Tenant be entitled in any suit for the collection of damages pursuant to this
subsection (b) to a credit in respect of any rents from a reletting, except to the
extent that such net rents are actually received by Landlord. If the Demised
Premises or any part thereof should be relet in combination with other space, then
proper apportionment on a square foot basis shall be made of the rent received from
such reletting and of the expenses of reletting.


If the Demised Premises or any part thereof should be relet by Landlord before presentation of
proof of such damages to any court, commission or tribunal, the amount of rent reserved upon such
reletting shall, prima facie, be the fair and reasonable rental value for the Demised Premises, or
part thereof, so relet during the term of the reletting. Landlord shall not be liable in any way
whatsoever for its failure to relet the Demised Premises or any part thereof, or if the Demised
Premises or any part thereof are relet, for its failure to collect the rent under such reletting.
Landlord shall use commercially reasonable efforts to relet the Demised Premises to mitigate
Landlord’s damages. For the purposes hereof, Tenant agrees that any of the following actions, alone
or in combination, shall create an irrebuttable presumption that Landlord has fulfilled its
obligation, if any, to mitigate its damages: (i) Landlord may include the availability of the
Demised Premises in Landlord’s monthly listing to brokers (if any), commencing with the first such
report (if any) issued following Landlord’s recovery of possession of the Demised Premises, and
ending upon re-leasing of the Demised Premises; and Landlord include the availability of the
Demised Premises in Landlord’s web page (if any), following Landlord’s recovery of possession of
the Demised Premises, and ending upon re-leasing of the Demised Premises; and hold an “Open House”
for the Demised Premises within sixty (60) days of Landlord’s recovery of possession of the Demised
Premises (it being agreed that the actions in


47









 






this subsection (i) shall be deemed sufficient regardless of whether or not Landlord has performed
the actions set forth in (ii) hereof); or (ii) Landlord may, but shall not be obligated to, engage
an independent commercial real estate broker to relet the Demised Premises, the cost and expense of
which shall be an element of Landlord’s damages in addition to any other damages recoverable
pursuant to Section 27.01 hereof (it being agreed that the actions in this subsection (ii) shall be
deemed sufficient regardless of whether or not Landlord has performed the actions set forth in (i)
hereof). Nothing contained herein shall require Landlord to relet the Demised Premises prior to or
with any preference over the leasing of any other similar premises of Landlord or any affiliate of
Landlord, nor shall any rental of such other premises reduce the damages which Landlord would be
entitled to recover from Tenant. In the event Tenant, on behalf of itself or any and all Persons
claiming through or under Tenant, attempts to raise a defense or assert any affirmative obligations
on Landlord’s part to mitigate such damages or relet the Demised Premises other than as provided
herein, Tenant shall reimburse Landlord for any costs and expenses incurred by Landlord as a result
of any such defense or assertion, including but not limited to Landlord’s attorneys’ fees incurred
in connection therewith.




     27.02. Suit or suits for the recovery of such damages or, any installments thereof, may be
brought by Landlord at any time and from time to time at its election, and nothing contained herein
shall be deemed to require Landlord to postpone suit until the date when the Term would have
expired if it had not been so terminated under the provisions of Article 25, or under any provision
of law, or had Landlord not re-entered the Demised Premises. Nothing herein contained shall be
construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which,
in addition to the damages particularly provided above, Landlord may lawfully be entitled by reason
of any default hereunder on the part of Tenant. Nothing herein contained shall be construed to
limit or prejudice the right of Landlord to prove for and obtain as damages by reason of the
termination of this Lease or re-entry of the Demised Premises for the default of Tenant under this
Lease, an amount equal to the maximum allowed by any statute or rule of law in effect at the time,
whether or not such amount be greater than, equal to, or less than any of the sums referred to in
Section 27.01.



     27.03. In addition, if this Lease is terminated under the provisions of Article 25, or if
Landlord shall re-enter the Demised Premises under the provisions of Article 26, Tenant covenants
that: (a) the Demised Premises then shall be in the same condition as that in which Tenant has
agreed to surrender the same to Landlord at the Expiration Date; (b) Tenant shall have performed
prior to any such termination any obligation of Tenant contained in this Lease for the making of
any alteration or for restoring or rebuilding the Demised Premises or the Building, or any part
thereof; and (c) for the breach of any covenant of Tenant set forth above in this Section 27.03,
Landlord shall be entitled immediately, without notice or other action by Landlord, to recover, and
Tenant shall pay, as and for liquidated damages therefor, the cost of performing such covenant (as
estimated by an independent contractor selected by Landlord).



     27.04. In addition to any other remedies Landlord may have under this Lease, and without
reducing or adversely affecting any of Landlord’s rights and remedies under this Article 27, if any
Rent or damages payable hereunder by Tenant to Landlord are not paid upon demand therefor, the same
shall bear interest at the Late Payment Rate or the maximum rate permitted by



48









 







law, whichever is less, from the due date thereof until paid, and the amounts of such interest
shall be Additional Charges hereunder.



ARTICLE 28 — Affirmative Waivers




     28.01. Tenant, on behalf of itself and any and all persons claiming through or under Tenant,
does hereby waive and surrender all right and privilege which it, they or any of them might have
under or by reason of any present or future law, to redeem the Demised Premises or to have a
continuance of this Lease after being dispossessed or ejected from the Demised Premises by process
of law or under the terms of this Lease or after the termination of this Lease as provided in this
Lease.



     28.02. Landlord and Tenant hereby waive trial by jury in any action, proceeding or
counterclaim brought by either against the other on any matter whatsoever arising out of or in any
way connected with this Lease, the relationship of Landlord and Tenant, and Tenant’s use or
occupancy of the Demised Premises and use of the Common Area, including, without limitation, any
claim of injury or damage, and any emergency and other statutory remedy with respect thereto.
Tenant shall not interpose any counterclaim of any kind in any action or proceeding commenced by
Landlord to recover possession of the Demised Premises.



ARTICLE 29 — No Waivers




     29.01. The failure of either party to insist in any one or more instances upon the strict
performance of any one or more of the obligations of this Lease, or to exercise any election herein
contained, shall not be construed as a waiver or relinquishment for the future of the performance
of such one or more obligations of this Lease or of the right to exercise such election, but the
same shall continue and remain in full force and effect with respect to any subsequent breach, act
or omission. The receipt by Landlord of Fixed Rent or Additional Charges with knowledge of breach
by Tenant of any obligation of this Lease shall not be deemed a waiver of such breach.



ARTICLE 30 — Curing Tenant’s Defaults




     30.01. If Tenant shall default in the performance of any of Tenant’s obligations under this
Lease, Landlord, without thereby waiving such default, may (but shall not be obligated to) perform
the same for the account and at the expense of Tenant, without notice in a case of emergency, and
in any other case only if such default continues after the expiration of fifteen (15) days from the
date Landlord gives Tenant notice of the default. Charges for any expenses incurred by Landlord in
connection with any such performance by it for the account of Tenant, and charges for all costs,
expenses and disbursements of every kind and nature whatsoever, including reasonable attorneys’
fees and expenses, involved in collecting or endeavoring to collect the Rent or any part thereof or
enforcing or endeavoring to enforce any rights against Tenant or Tenant’s obligations hereunder,
under or in connection with this Lease or pursuant to



49









 







law, including any such cost, expense and disbursement involved in instituting and prosecuting
summary proceedings or in recovering possession of the Demised Premises after default by Tenant or
upon the expiration of the Term or sooner termination of this Lease, and interest on all sums
advanced by Landlord under this Article at the Late Payment Rate or the maximum rate permitted by
law, whichever is less, shall be payable by Tenant and may be invoiced by Landlord to Tenant
monthly, or immediately, or at any time, at Landlord’s option, and such amounts shall be due and
payable upon demand.



ARTICLE 31 — Broker




     31.01. Tenant represents that no broker except the Brokers were instrumental in bringing
about or consummating this Lease and that Tenant had no conversations or negotiations with any
broker except the Brokers concerning the leasing of the Demised Premises. Tenant agrees to
indemnify and hold harmless Landlord against and from any claims for any brokerage commissions and
all costs, expenses and liabilities in connection therewith, including, without limitation,
attorneys’ fees and expenses, arising out of any conversations or negotiations had by Tenant with
any broker other than the Brokers. Landlord shall pay any brokerage commissions due the Brokers
pursuant to a separate agreement between Landlord and the Brokers.



ARTICLE 32 — Notices




     32.01. Any notice, statement, demand, consent, approval or other communication required or
permitted to be given, rendered or made by either party to the other, pursuant to this Lease or
pursuant to any applicable Legal Requirement, shall be in writing and shall be deemed to have been
properly given, rendered or made only if hand delivered or sent by United States registered or
certified mail, return receipt requested, addressed to the other party at the address hereinabove
set forth, as to Tenant. to the attention of Gerald C. Harvey, Esq., Executive VP, General Counsel
and Secretary (except that after the Commencement Date, Tenant’s address, unless Tenant shall give
notice to the contrary, shall be the Building), as to Landlord, to the attention of General Counsel
with a concurrent notice to the attention of Controller, and shall be deemed to have been given,
rendered or made on the second day after the day so mailed, unless mailed outside the State of New
Jersey, in which case it shall be deemed to have been given, rendered or made on the third business
day after the day so mailed. Either party may, by notice as aforesaid, designate a different
address or addresses for notices, statements, demands, consents, approvals or other communications
intended for it. In addition, upon and to the extent requested by Landlord, copies of notices
shall be sent to the Superior Mortgagee. A copy of all default notices to Tenant shall be sent to
Marcus, Brody, Ford, Kessler, & Sahner, L.L.C., 5 Becker Farm Road, Roseland, New Jersey 07068
Attn: Ira B Marcus, Esq. All notices shall be deemed effective when received or if refused, upon
refusal to accept delivery.






50









 






ARTICLE 33 — Estoppel Certificates



     33.01. Tenant shall, at any time and from time to time, as requested by Landlord, upon not
less than ten (10) days’ prior notice, execute and deliver to the Landlord or a Superior Mortgagee
or Superior Lessor certifying that this Lease is unmodified and in full force and effect (or if
there have been modifications, that the same is in full force and effect as modified and stating
the modifications), certifying the dates to which the Fixed Rent and Additional Charges have been
paid, stating whether or not, to the best knowledge of the party giving the statement, the
requesting party is in default in performance of any of its obligations under this Lease, and, if
so, specifying each such default of which the party giving the statement shall have knowledge, and
stating whether or not, to the best knowledge of the party giving the statement, any event has
occurred which with the giving of notice or passage of time, or both, would constitute such a
default of the requesting party, and, if so, specifying each such event; any such statement
delivered pursuant hereto shall be deemed a representation and warranty to be relied upon by the
party requesting the certificate and by others with whom such party may be dealing, regardless of
independent investigation. Tenant also shall include in any such statement such other information
concerning this Lease as Landlord may reasonably request.



     33.02 Landlord shall, at any time and from time to time, as requested by Tenant, upon not less
than ten (10) days’ prior notice, execute and deliver to the Tenant or Tenant’s designee certifying
that this Lease is unmodified and in full force and effect (or if there have been modifications,
that the same is in full force and effect as modified and stating the modifications), certifying
the dates to which the Fixed Rent and Additional Charges have been paid, stating whether or not, to
the best knowledge of the party giving the statement, the requesting party is in default in
performance of any of its obligations under this Lease, and, if so, specifying each such default of
which the party giving the statement shall have knowledge, and stating whether or not, to the best
knowledge of the party giving the statement, any event has occurred which with the giving of notice
or passage of time, or both, would constitute such a default of the requesting party, and, if so,
specifying each such event; any such statement delivered pursuant hereto shall be deemed a
representation and warranty to be relied upon by the party requesting the certificate and by others
with whom such party may be dealing, regardless of independent investigation. Landlord also shall
include in any such statement such other information concerning this Lease as Tenant may reasonably
request.



ARTICLE 34 — Arbitration




     34.01. Landlord may at any time request arbitration of any matter, and Tenant may at any time
when Tenant is not in default in the payment of any Rent beyond any applicable cure or grace
period, request arbitration of any matter in dispute with regard to Operating Expenses, Real Estate
Taxes, or restoration pursuant to Article 22 or Article 23 of this Lease. The party requesting
arbitration shall do so by giving notice to that effect to the other party not later than sixty
(60) days after the filing of a complaint in a court of competent jurisdiction and service of a
process with respect thereto by either party with respect to such disputed matter eligible for
arbitration hereunder by the party demanding arbitration hereunder, specifying in said notice the
nature of the dispute, and said dispute shall be determined in Newark, New Jersey, or such other
location within the State of New Jersey as the Landlord and Tenant may agree by a single
arbitrator, in accordance with the expedited commercial arbitration rules then obtaining of the



51









 







American Arbitration Association (or any comparable organization agreed to by Tenant and
Landlord). The award in such arbitration may be enforced on the application of either party by the
order or judgment of a court of competent jurisdiction. The fees and expenses of any arbitration
shall be borne by the parties equally, but each party shall bear the expense of its own attorneys
and experts and the additional expenses of presenting its own proof. If Tenant gives notice
requesting arbitration as provided in this Article, Tenant shall simultaneously serve a duplicate
of the notice on each Superior Mortgagee and Superior Lessor whose name and address shall
previously have been furnished to Tenant, and such Superior Mortgagees and Superior Lessor shall
have the right to participate in such arbitration.



ARTICLE 35 — Memorandum of Lease




     35.01. Tenant shall not record this Lease. However, at the request of Landlord, Tenant shall
promptly execute, acknowledge and deliver to Landlord a memorandum of lease in respect of this
Lease sufficient for recording. Such memorandum shall not be deemed to change or otherwise affect
any of the obligations or provisions of this Lease. Whichever party records such memorandum of
Lease shall pay all recording costs and expenses, including any taxes that are due upon such
recording.



ARTICLE 36 — Landlord Representations and Miscellaneous




     36.01. Landlord represents and warrants to Tenant that to the best of Landlord’s knowledge as
of the date of this Lease:




     (a) Landlord has received no notices from Governmental Authorities of uncured
violations of any Legal Requirements or Environmental Laws affecting any portion of
the Demised Premises.




     (b) Except as may be otherwise set forth in any environmental reports provided
to Tenant listed on Exhibit M attached hereto, or in any environmental report or
investigation obtained by or performed for Tenant prior to the date of this Lease,
Landlord has no knowledge of any Discharges at the Demised Premises which have not
already been remediated.




     (c) The Demised Premises is free of all leases and tenancies and will be on the
Commencement Date.




     (d) Landlord has received no notice of condemnation or eminent domain
proceedings which would affect the Property or any part thereof.




     (e) The person signing this Agreement has the full power and authority to bind
the Landlord and this Agreement constitutes a fully authorized, binding legal
obligation upon Landlord enforceable against Landlord according to the terms set
forth herein.



52









 






     (f) There are no outstanding rights of first refusal or options to purchase or
lease the Property.




     (g) The Property is served by electric, water, gas and other utilities all of
which enter directly from public streets; provided however that Landlord makes no
representation or warranty with regard to the adequacy thereof.



     36.02. Tenant expressly acknowledges and agrees that Landlord has not made and is not making,
and Tenant, in executing and delivering this Lease, is not relying upon, any warranties,
representations, promises or statements, except to the extent that the same are expressly set forth
in this Lease or in any other written agreement(s) which may be made between the parties
concurrently with the execution and delivery of this Lease. All understandings and agreements
heretofore had between the parties are merged in this Lease and any other written agreement(s) made
concurrently herewith, which alone fully and completely express the agreement of the parties and
which are entered into after full investigation. Neither party has relied upon any statement or
representation not embodied in this Lease or in any other written agreement(s) made concurrently
herewith. The submission of this Lease to Tenant does not constitute by Landlord a reservation of,
or an option to Tenant for, the Demised Premises, or an offer to lease on the terms set forth
herein and this Lease shall become effective as a lease agreement only upon execution and delivery
thereof by Landlord and Tenant.



     36.03. No agreement shall be effective to change, modify, waive, release, discharge,
terminate or effect an abandonment of this Lease, in whole or in part, unless such agreement is in
writing, refers expressly to this Lease and is signed by the party against whom enforcement of the
change, modification, waiver, release, discharge, termination or effectuation of abandonment is
sought.



     36.04. If Tenant shall at any time request Landlord to sublet or let the Demised Premises for
Tenant’s account, Landlord or its agent is authorized to receive keys for such purposes without
releasing Tenant from any of its obligations under this Lease, and Tenant hereby releases Landlord
of any liability for loss or damage to any of the Tenant’s Property in connection with such
subletting or letting.



     36.05. Except as otherwise expressly provided in this Lease, the obligations under this Lease
shall bind and benefit the successors and assigns of the parties hereto with the same effect as if
mentioned in each instance where a party is named or referred to; provided, however, that (a) no
violation of the provisions of Article 11 shall operate to vest any rights in any successor or
assignee of Tenant and (b) the provisions of this Article 36.04 shall not be construed as modifying
the conditions of limitation contained in Article 25.



     36.06. Except for Tenant’s obligations to pay Rent, the time for Landlord or Tenant, as the
case may be, to perform any of its respective obligations hereunder shall be extended if and to the
extent that the performance thereof shall be prevented due to any Unavoidable Delay. Except as
expressly provided to the contrary, the obligations of Tenant hereunder shall not be affected,
impaired or excused, nor shall Landlord have any liability whatsoever to Tenant, (a)



53









 







because Landlord is unable to fulfill, or is delayed in fulfilling, any of its obligations
under this Lease due to any of the matters set forth in the first sentence of this Article 36.05,
or (b) because of any failure or defect in the supply, quality or character of electricity, water
or any other utility or service furnished to the Demised Premises for any reason beyond Landlord’s
reasonable control.



     36.07. Any liability for payments hereunder (including, without limitation, Additional
Charges) shall survive the expiration of the Term or earlier termination of this Lease.



     36.08. If Tenant shall request Landlord’s consent and Landlord shall fail or refuse to give
such consent, Tenant shall not be entitled to any damages for any withholding by Landlord of its
consent; Tenant’s sole remedy shall be an action for specific performance or injunction, and such
remedy shall be available only in those cases where Landlord has expressly agreed in writing not to
unreasonably withhold or delay its consent or where as a matter of law Landlord may not
unreasonably withhold its consent.



     36.09 If an excavation shall be made upon land adjacent to or under the Building, or shall be
authorized to be made, Tenant shall afford to the Person causing or authorized to cause such
excavation, license to enter the Demised Premises for the purpose of performing such work as said
Person shall reasonably deem necessary or desirable to preserve and protect the Building from
injury or damage and to support the same by proper foundations, without any claim for damages or
liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under
this Lease.



     36.10. Tenant shall not exercise its rights under Article 15 or any other provision of this
Lease in a manner which would violate Landlord’s union contracts or create any work stoppage,
picketing, labor disruption or dispute or any interference with the business of Landlord or any
tenant or occupant of the Building. Landlord represents and warrants that as of the date hereof
the Tenant’s Work will not require union contract as a result of the applicability of this Section
36.10.



     36.11. Tenant shall give prompt notice to Landlord of (a) any occurrence in or about the
Demised Premises for which Landlord might be liable, (b) any fire or other casualty in the Demised
Premises, (c) any damage to or defect in the Demised Premises, including the fixtures and equipment
thereof, for the repair of which Landlord might be responsible, and (d) any damage to or defect in
any part of the Building’s sanitary, electrical, heating, ventilating, air-conditioning, elevator
or other systems located in or passing through the Demised Premises or any part thereof.



     36.12. This Lease shall be governed by and construed in accordance with the laws of the State
of New Jersey. Tenant hereby irrevocably agrees that any legal action or proceeding arising out of
or relating to this Lease may be brought in the Courts of the State of New Jersey, or the Federal
District Court for the District of New Jersey, as Landlord may elect. By execution and delivery of
this Lease, Tenant hereby irrevocably accepts and submits generally and unconditionally for itself
and with respect to its properties, to the jurisdiction of any such court in any such action or
proceeding, and hereby waives in the case of any such action or proceeding



54









 







brought in the courts of the State of New Jersey, or Federal District Court for the District
of New Jersey, any defenses based on jurisdiction, venue or forum non conveniens. If any provision
of this Lease shall be invalid or unenforceable, the remainder of this Lease shall not be affected
and shall be enforced to the extent permitted by law. The table of contents, captions, headings
and titles in this Lease are solely for convenience of reference and shall not affect its
interpretation. This Lease shall be construed without regard to any presumption or other rule
requiring construction against the party causing this Lease to be drafted. If any words or phrases
in this Lease shall have been stricken out or otherwise eliminated, whether or not any other words
or phrases have been added, this Lease shall be construed as if the words or phrases so stricken
out or otherwise eliminated were never included in this Lease and no implication or inference shall
be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated.
Each covenant, agreement, obligation or other provision of this Lease on Tenant’s part to be
performed, shall be deemed and construed as a separate and independent covenant of Tenant, not
dependent on any other provision of this Lease. All terms and words used in this Lease, regardless
of the number or gender in which they are used, shall be deemed to include any other number and any
other gender as the context may require. Tenant specifically agrees to pay all of Landlord’s
commercially reasonable costs, charges and expenses, including attorneys’ fees, incurred in
connection with any document review requested by Tenant and upon submission of bills therefor.
However, the costs for a review of any documents concerning a transfer or an assignment shall be
governed by Article 11.08 herein. In the event Landlord permits Tenant to examine Landlord’s
books and records with respect to any Additional Charge imposed under this Lease, such examination
shall be conducted at Tenant’s sole cost and expense and shall be conditioned upon Tenant retaining
an independent accounting firm for such purposes which shall not be compensated on any type of
contingent fee basis with respect to such examination. Wherever in this Lease or by law Landlord
is authorized to charge or recover costs and expenses for legal services or attorneys’ fees, same
shall include, without limitation, the costs and expenses for in-house or staff legal counsel or
outside counsel at rates not to exceed the reasonable and customary charges for any such services
as would be imposed in an arms length third party agreement for such services.



     36.13. Within thirty (30) days of each anniversary date of this Lease, Tenant shall annually
furnish to Landlord a copy of its then current Form 10-K. If at any time Tenant does not have a
current form 10-K with the Securities and Exchange Commission, then within five (5) business days
after request by Landlord (but not more than once annually, unless requested by a Mortgagee or
prospective Mortgagee), Tenant shall furnish to Landlord a copy of its then current financial
statement which shall be certified by Tenant’s chief financial officer and shall be audited, which
shall be employed by Landlord for purposes of financing or marketing the Premises and not
distributed otherwise without prior authorization of Tenant.



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



55









 





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



     36.15. In the event any action or proceeding is commenced in connection with this Lease, the
prevailing party in such action or proceeding shall be entitled to recover its reasonable
out-of-pocket costs and expenses incurred in connection with the action or proceeding (including,
without limitation, reasonable attorneys’ fees) in addition to all other relief to which it may be
entitled therein.



     36.16 This Agreement may be executed in multiple counterparts, each of which shall be deemed
an original but all of which shall constitute one and the same instrument.



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



	 	 	 	 	 	 	 
	 

	 	LANDLORD:	 	 
	 	 	35 MELANIE LANE, L.L.C.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Irwin A. Horowitz	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Irwin A. Horowitz	 	 
	 

	 	 	 	Executive Vice President	 	 
	 
	 	 	 	 	 	 
	 

	 	TENANT:	 	 
	 	 	BREEZE-EASTERN CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Gerald C. Harvey	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name: Gerald C. Harvey	 	 
	 

	 	 	 	Title: Executive Vice President	 	 






Copyright © Hartz Mountain Industries, Inc. 2009. All Rights Reserved. No portion of this document
may 
be reproduced without the express written consent of Hartz Mountain Industries, Inc.




56









 




RIDER TO LEASE DATED MAY 13, 2009, BETWEEN HARTZ MOUNTAIN HANOVER SQUARE (“Landlord”), and
BREEZE-EASTERN CORPORATION, (“Tenant”)




     R1. If any of the provisions of this Rider shall conflict with any of the provisions, printed
or typewritten, of this Lease, such conflict shall resolve in every instance in favor of the
provisions of this Rider.



     R2. Renewal Options. Provided Tenant is in compliance with all of the terms and
conditions contained herein and not in default beyond the applicable cure or grace period, Tenant
shall have two (2) options to extend the Term of its lease of the Demised Premises, from the date
upon which this Lease would otherwise expire each for an extended period of five (5) years (each
herein referred to as an “Extended Period”, the first of which referred to as the “First Extended
Period” and the second referred to as the “Second Extended Period” respectively), upon the
following terms and conditions:




     1. If Tenant elects to exercise any one or both of said options, it shall do so by
giving notice of such election to Landlord on or before the date which is one (1) year
before the beginning of the Extended Period for which the Term is to be extended by the
exercise of such option. Tenant agrees that it shall have forever waived its right to
exercise any such option if it shall fail for any reason whatsoever to give such notice to
Landlord by the time provided herein for the giving of such notice, whether such failure is
inadvertent or intentional, time being of the essence as to the exercise of each such
option.




     2. If Tenant elects to exercise any one or both of said options, the Term shall be
automatically extended for the Extended Period covered by the option so exercised without
execution of an extension or renewal lease. Within ten (10) days after request of either
party following the effective exercise of any such option, however, Landlord and Tenant
shall execute, acknowledge and deliver to each other duplicate originals of an instrument in
recordable form confirming that such option was effectively exercised.




     3. Each Extended Period shall be upon the same terms and conditions as are in effect
immediately preceding the commencement of such Extended Period; provided, however, that
Tenant shall have no right or option to extend the Term for any period of time beyond the
expiration of the Second Extended Period and, provided further, that in the Extended
Period(s) the Fixed Rent shall be as follows:




The Fixed Rent during the Extended Period(s) shall be at Fair Market Value (“FMV”).
FMV shall be determined by mutual agreement of the parties. If the parties are
unable to agree on the FMV within thirty (30) days of Tenant’s exercise of its
option, the parties shall choose a licensed Real Estate Appraiser who shall determine
the FMV. The cost of said Real Estate Appraiser shall be borne equally by the
parties. If the parties are unable to agree on a licensed Real Estate Appraiser
within forty-five (45) days of Tenant’s exercise of its option, each party shall
select one Appraiser to appraise the FMV. All appraisals shall be rendered within
thirty (30) days of appointment of the respective Appraiser appointed under this




57











 






paragraph. If the difference between the two appraisals is 20% or less of the lower
appraisal, then the FMV shall be the average of the two appraisals. If the
difference between the two appraisals is greater than 20% of the lower appraisal, the
two Appraisers shall select a third licensed Real Estate Appraiser to appraise the
FMV. The FMV shall in such case be the appraisals of either Landlord or Tenant’s
appraiser closest to the third appraisal. The cost of the third appraisal shall be
borne equally by the parties.




Anything to the contrary contained herein notwithstanding, the Fixed Rent for each Extended
Period shall not be less than the Fixed Rent for the period immediately preceding the
Extended Period for which the Fixed Rent is being calculated.




     4. Any termination, expiration, cancellation or surrender of this Lease shall terminate
any right or option for the Extended Period(s) not yet exercised.




     5. Landlord shall have the right, for thirty (30) days after receipt of notice of
Tenant’s election to exercise any option to extend the Term, to reject Tenant’s election if
Tenant gave such notice while Tenant was in default in the performance of any of its
obligations under the Lease, and such rejection shall automatically render Tenant’s election
to exercise such option null and void and of no effect.




     6. The options provided herein to extend the Term of the Lease may not be severed from
the Lease or separately sold, assigned or otherwise transferred.



     R3. Right of First Offer To Lease. (a) Landlord agrees that in the event State Farm
Insurance Company (or the then current occupant of the space located in the Building leased to
State Farm Mutual Automobile Insurance Company on the date of this Lease (“State Farm Premises”)
vacates all of its current premises and the term of such lease (or extension) expires or if the
occupant of the State Farm Premises notifies Landlord of its intention to vacate all of its
premises, then, prior to entering into the first lease for all or a portion of such premises with
an independent third party, Landlord shall, provided Tenant is not in default of this Lease beyond
any applicable cure or grace period, first notify Tenant in writing of its intention so to do,
which notice shall set forth the rent, terms and conditions upon which such lease in intended to be
consummated (“Landlord’s Notice”). Tenant shall have a period of ten (10) business days following
the giving of Landlord’s Notice to notify Landlord, in writing, sent by registered mail, certified
mail, return receipt requested, or overnight federal express, of its election to enter into a lease
for such additional premises upon the rent, terms and conditions set forth in Landlord’s Notice.
If Tenant shall notify Landlord in writing of its election to enter into such lease as tenant for
the additional premises within the said ten (10) business day period, Landlord shall deliver and
Tenant shall execute a modification of this Lease incorporating the rent, terms and conditions as
set forth in Landlord’s Notice to Tenant with respect to the additional premises. However, the
term of the modification of the lease with regard to the additional premises shall be equivalent to
the then remaining term with regard to the original Demised Premises. Time is of the essence with
respect to Tenant’s exercise of its right of first offer. If Tenant exercises such expansion
right, the Fixed Rent on the State Farm Premises shall be at Fair Market Value, determined in the
same manner as provided for in Section 3 of Section R2 above, however, the Fixed Rent shall be not
less than the



58









 







Fixed Rent for the Demised Premises and, provided further, that if Tenant exercises its
option(s) to extend pursuant to paragraph R2 it shall be required to extend the Lease for the State
Farm Premises on the same terms and conditions.



     (b) If Tenant shall fail to notify Landlord in writing of its election to enter into a
modification to the Lease incorporating the additional premises, within the ten (10) business day
period referred to in subsection (a) hereof, then the right of first offer granted to the Tenant as
set forth in subsection (a) of this Section with respect to the additional premises referred to in
Landlord’s Notice, shall automatically terminate.



     (c) If Tenant shall not elect to lease the additional premises referred to in Landlord’s
Notice within the ten (10) business day period following Landlord’s Notice then, Landlord may
thereafter deliver the lease for such additional premises to the proposed tenant free of the
restriction herein stated.



     (d) This right of first refusal so granted to Tenant shall terminate and become null and void
upon the earlier of (i) Tenant’s exercise or failure to exercise its option with respect to the
first Landlord’s Notice (but the right of first refusal shall remain as to any balance of space
that was not initially offered to the Tenant); or (ii) the expiration or sooner termination of this
Lease.



     R4. Tenant Allowance. Provided Tenant is not in default of its obligations under the
Lease after written notice and the opportunity to cure to the extent provided in the Lease, Tenant
shall be entitled to a buildout allowance equal to Two ($2.00) multiplied by the number of square
feet of Floor Space of the Demised Premises (i.e. Two Hundred thirty-Three Thousand One Hundred
Seventy-Six & 00/100 ($233,176.00) Dollars) (the “Tenant Buildout Allowance”), which Tenant
Buildout Allowance shall be paid or credited to Tenant upon payment of the first month’s Fixed Rent
following the Fixed Rent Commencement Date and Tenant’s occupancy of the Demised Premises, provided
Tenant has submitted to Landlord invoices demonstrating that Tenant has expended such sums on the
buildout of the improvements in the Demised Premises (exclusive of costs for Tenant’s furniture,
removable trade fixtures, removable equipment and/or inventory) (the “Permitted Buildout Items”);
provided, however, that in no event shall the Tenant Buildout Allowance exceed the invoices
submitted for Permitted Buildout Items.



     R5. Backup Generator. Tenant shall have the right, subject to the provisions of
Article 15 of this Lease, to utilize, at Tenant’s sole cost and expense, a portion of the Land for
the installation and maintenance of a backup generator to service the Demised Premises. Such
generator shall be located in an area reasonably designated by Landlord, mutually acceptable to
Landlord and Tenant (herein the “Generator Space”). Tenant shall indemnify and hold Landlord any
all Superior Lessors and Superior Mortgagees harmless from all loss, damage, cost, liability and
expense (including but not limited to attorneys fees) arising out of or related to the
installation, maintenance, existence or operation of such generator and related equipment
(including but not limited to all fuel, fuel tanks, and fuel lines associated therewith).



     R6. Existing Equipment. Landlord shall consent to the use and operation by Tenant
during the Term, at no cost or expense to Landlord, of a certain emergency generator previously
installed at the Building (herein collectively the “Existing Equipment”). Landlord makes no



59









 







representation or warranty with respect to the Existing Equipment either express or implied.
Tenant shall indemnify and hold Landlord and any Superior Lessors and Superior Mortgagees harmless
from all loss, damage, cost, liability and expense (including but not limited to attorneys fees)
arising out of or related to the installation, maintenance, existence or operation of such Existing
Equipment.



     R7. Mezzanine Installation by Tenant. Further supplementing Article 5 hereof,
Landlord shall not unreasonably withhold, delay or condition its consent, subject to compliance by
Tenant, at Tenant’s sole cost and expense and at no cost or expense to Landlord, with all
applicable Legal Requirements, and further subject to the provisions of Article 15 of this Lease,
to the installation and operation by Tenant of a mezzanine within the Demised Premises (herein the
“Mezzanine”) in order to expand the office space on the second floor of the Demised Premises. The
location of such second floor office extension within the Demised Premises shall be subject to
Landlord’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.
Tenant shall indemnify and hold Landlord any all Superior Lessors and Superior Mortgagees harmless
from all loss, damage, cost, liability and expense arising out of or related to the installation,
maintenance, existence, use or operation of such Mezzanine. If Tenant is permitted to install a
Mezzanine other than a second floor extension of the office space, Tenant may be required to remove
such other Mezzanine at the end of the term provided that Landlord gives Tenant six (6) months
prior written notice of its election to have Tenant remove such other Mezzanine. Whether the
Tenant installs a Mezzanine to expand the office space on the second floor or elsewhere at the sole
cost and expense of the Tenant, no additional Fixed Rent shall be due and payable by Tenant to
Landlord with respect to the additional Floor Space of such Mezzanine due to such installation.



     R8. Water Tank, Satellite Dish and Security Camera Installation by Tenant. (a)
Landlord shall not unreasonably withhold its consent to the installation of a 500 gallon water tank
and a satellite dish on the roof of the Building, provided that the Tenant obtains all necessary
permits and governmental approvals with regard to same and Landlord agrees, at no cost or expense
to Landlord, to cooperate with Tenant’s efforts to obtain such permits and approvals. In the event
that Tenant is not permitted by the municipality to place the satellite dish and/or tank on the
roof of the Building, the Landlord agrees to work with the Tenant to find an alternate location for
the tank and/or satellite dish, if available, mutually acceptable to Landlord and Tenant. Tenant
shall indemnify and hold harmless Landlord and all Superior Lessors and its and their respective
partners, joint venturers, directors, officers, agents, servants and employees from and against any
and all loss damage, cost liability and expense (including but not limited to reasonable attorney’s
fees) associated or the installation, use or operation or removal of such tank or satellite dish or
the wiring, piping or equipment associated therewith, and including but not limited to any repair
and maintenance of the Land or the Building (including but not limited to the roof ) associated
with such installation, use, operation or removal, or any wiring, piping, structural steel, or
equipment associated therewith. Tenant shall, at Tenant’s sole cost and expense, contract with
Landlord’s roof installer or manufacturer, to ensure the preservation and enforceability of any
roof guaranty or warranty in effect with respect to the roof (including but not limited to the Roof
Guarantee issued by J.P. Patti Company, Inc. dated March 30, 2003, a copy of which is set forth on
Schedule C-1). Tenant shall at Tenant’s sole cost and expense install such structural supports as
may be necessary to support such tank or satellite dish, and at Landlord’s option, Tenant shall
remove such tank and satellite dish upon the expiration or sooner termination of this Lease.



60









 





     (b) Landlord shall not unreasonably withhold its consent to the Tenant, at no cost or expense
to Landlord, installing security cameras on the exterior of the Building. The Tenant agrees to
obtain, at Tenant’s sole cost and expense, all necessary permits and approvals with regard to the
installation of the security cameras and Landlord agrees to reasonably cooperate with Tenant’s
efforts to obtain such permits and approvals, at no cost or expense to Landlord. Landlord shall
not be responsible for any monitoring, maintenance or removals of said camera’s or any wiring or
equipment associated therewith. In addition Tenant shall indemnify and hold harmless Landlord and
all Superior Lessors and its and their respective partners, joint venturers, directors, officers,
agents, servants and employees from and against any and all loss damage, cost liability and expense
(including but not limited to reasonable attorney’s fees) associated with said flagpole use.
Tenant shall also indemnify and hold harmless Landlord and all Superior Lessors and its and their
respective partners, joint venturers, directors, officers, agents, servants and employees from and
against any and all loss damage, cost liability and expense (including but not limited to
reasonable attorney’s fees) associated or the installation, use or operation or removal of such
security cameras or the wiring or equipment associated therewith, and including but not limited to
any repair and maintenance of the exterior of the Building associated with such installation, use,
operation or removal of said security cameras or any wiring or equipment associated therewith.



     R9. Waiver of Landlord’s Lien. Simultaneously with the execution of this Lease,
Landlord agrees to execute and deliver a Landlord’s Waiver and Agreement for the benefit of
Tenant’s current lender in the form of Exhibit J. Provided Tenant is not in default of its
obligations under this Lease beyond any applicable notice and cure periods and provided Tenant has
not (other than to an Affiliate of Tenant) assigned this Lease or sublet all of the Demised
Premises and is itself in occupation and conducting business in the Demised Premises, Landlord
agrees, upon written request of Tenant, to subordinate its rights to enforce its landlord’s lien on
Tenant’s inventory, furniture, fixtures and equipment, to the extent they constitute Tenant’s
Property under this Lease, to the rights of Tenant’s future secured lender, if any, to enforce its
lien thereon, provided such lender is a bona fide third party lender unaffiliated with Tenant or
its principals, and holds a perfected security interest in such Tenant’s Property (herein a
“Tenant’s Lender”) substantially in accordance with the provisions of the rider to Landlord’s
Waiver set forth on Exhibit J. In addition, as a condition to the subordination of Landlord’s lien
for the benefit of a future lender provided herein, Tenant’s Lender shall indemnify and hold
harmless Landlord and its Superior Lessors and Superior Mortgagees against all loss, damage, costs,
claims, suits, liabilities and expenses, including but not limited to reasonable attorney’s fees
arising from or in connection with the negligence or willful misconduct of Tenant’s Lender or its
agents or representatives or the enforcement or claim of such lien. Prior to removal of such
Tenant’s Property, Tenant’s future Lender shall provide Landlord with appropriate proof of its
security interest therein and entitlement thereto, as well as proof of liability insurance in the
amount of at least $5,000,000.00 covering such entry into the Premises and removal of Tenant’s
Property, and shall name Landlord and, at Landlord’s request, any Superior Lessors and Superior
Mortgagees as additional insureds. Nothing contained herein shall be deemed to be an assignment of
this Lease



61









 








or a consent to an assignment of the Lease, or be construed as a waiver or subordination of
Landlord’s right to enforce any judgment against Tenant or any property of Tenant.



	 	 	 	 	 
	 	LANDLORD:

35 MELANIE LANE, L.L.C.

 	 
	 	By:  	/s/ Irwin A. Horowitz
 	 
	 	 	Irwin A. Horowitz 	 
	 	 	Executive Vice President 	 



	 	 	 	 	 
	 	TENANT:

BREEZE-EASTERN CORPORATION

 	 
	 	By:  	/s/ Gerald C. Harvey
 	 
	 	 	Name:  	Gerald C. Harvey 	 
	 	 	Title:  	Executive Vice President 	 
	 



Copyright © Hartz Mountain Industries, Inc. 2009. All Rights Reserved. No portion of this document
may be 
reproduced without the express written consent of Hartz Mountain Industries, Inc.




62









 








EXHIBIT
A — DEMISED PREMISES




 









 








EXHIBIT B — DESCRIPTION OF LAND




35 Melanie Lane, Hanover

Block 6701, Lot 2



Deed description of a parcel of land situate along the northeasterly side of Melanie Lane in the
Township of Hanover, Morris County, New Jersey.



Beginning at a point on the northeasterly side of Melanie Lane (70' wide), said point being on a
course of S 32° 00'
10"E 225.12 feet from the point of intersection of said northeasterly
side of Melanie Lane (70' wide), with the southeasterly side of Algonquin Parkway (80' wide), if
extended and running; thence





	1.	 	N 59° 14'
50"E 718.25 feet to a point on the southerly side of the Morristown and Erie
Railroad (100' wide); thence
	 
	2.	 	S 77° 45' 00" E 654.44 feet along the southerly side of the Morristown and Erie
Railroad (100' wide); thence
	 
	3.	 	S 12° 15' 00" W 500.62 feet to a point; thence
	 
	4.	 	S 57° 59' 50" W 710.75 feet to a point on curve in the northeasterly side of Melanie
Lane (70' wide); thence
	 
	5.	 	Northwesterly along a curve to the right having a radius of 950.00 feet, an arc length of
496.39 feet along the northeasterly side of Melanie Lane (70' wide) to the point of tangency;
thence
	 
	6.	 	N 32° 00' 10" W 356.83 feet along the northeasterly side of Melanie Lane (70' wide) to
the point of beginning.




Containing 18.000 acres.



Being known and designated as Lot 2 in Block 6701 on the Township of Hanover Tax Maps.



Subject to a sanitary sewer easement described as follows:



Beginning at a point on the sixth course of the above description, said point being 142.74 feet
from the terminus of said sixth course and running; thence





	1.	 	N 61° 57' 40" E 208.87 feet to a point; thence
	 
	2.	 	N 70° 57' 40" E 388.12 feet to a point; thence
	 
	3.	 	N 65° 39' 20" E 348.49 to a point; thence




 









 






	4.	 	N 57° 43' 00" E 68.06 fee to a point in the second course of the above description;
thence
	 
	5.	 	S 77° 45' 00" E 42.78 feet along said second course to a point; thence
	 
	6.	 	S 57° 43' 00" W 93.44 feet parallel and 30 feet southeasterly at right angles from the
fourth course a pont; thence
	 
	7.	 	S 27° 02' 20" E 39.38 feet to a point; thence
	 
	8.	 	S 77° 45' 00" E 232.88 feet to a point; thence
	 
	9.	 	S 56° 05'30" E 28.85 feet to a point in the third course of the above description;
thence
	 
	10.	 	S 12° 15' 00" W 16.14 feet partially along said third course to a point; thence
	 
	11.	 	N 56° 05" 30" W 31.94 feet parallel to and 15 feet southerly at right angles from the
ninth course to a point; thence
	 
	12.	 	N 77° 45' 00" W 237.12 feet parallel to and 15 feet southerly at right angles from the
eighth course to a point; thence
	 
	13.	 	N 27° 02' 20" W 46.20 feet parallel to and 15 feet southerly at right angles from the
seventh course to a point; thence
	 
	14.	 	S 65° 39' 20" W 344.12 feet parallel to and 30 feet southeasterly at right angles from
the third course to a point; thence
	 
	15.	 	S 70° 57' 40" W 387.15 feet parallel to and 30 feet southeasterly at right angles from
the second course to a point; thence
	 
	16.	 	S 61° 57' 40" 204.43 feet parallel to and 30 feet southeasterly at right angles from
the first course to a point in the northeasterly side of Melanie Lane (70' wide); thence
	 
	17.	 	N 32° 00' 10" W 30.07 feet along the northeasterly side of Melanie Lane (70' wide) to
the point of beginning.




Subject to all easements, right of way and agreements of record.




65









 







EXHIBIT
C – WORKLETTER

BREEZE-EASTERN CORPORATION.

35 MELANIE LANE

WHIPPANY, NEW JERSEY



Landlord shall provide/install the following at Landlord’s expense:





	 	•	 	All existing mechanicals (including but not limited to HVAC, heating units, electrical,
sprinkler system and plumbing) to be delivered in good working order.
	 
	 	•	 	All existing loading doors and levelers, dock seals, bumpers and dock lights to be
delivered in good operating order.
	 
	 	•	 	Roof to be delivered water tight and free from leaks. The Demised Premises will be
delivered with the existing installer’s roof warranty in effect a copy of which is attached
hereto as Schedule C-1.
	 
	 	•	 	Elevator in office area to be delivered in good working order.
	 
	 	•	 	Deliver the existing generator in good working order.
	 
	 	•	 	The Demised Premises shall be delivered broom clean.
	 
	 	•	 	Landlord shall stripe sixty-five (65) visitor automobile parking spaces for the
exclusive use of Tenant and Tenant’s customers and business invitees.





 









 








Schedule C-1

The existing installer’s roof warranty




 









 








EXHIBIT
D — RULES AND REGULATIONS




MULTI-WAREHOUSE

RULES AND REGULATIONS




     1. The rights of each tenant in the entrances, corridors, elevators and escalators servicing
the Building are limited to ingress and egress from such tenant’s premises for the tenant and its
employees, licensees and invitees, and no tenant shall use, or permit the use of, the entrances,
corridors, escalators or elevators for any other purpose. No tenant shall invite to the tenant’s
premises, or permit the visit of, persons in such numbers or under such conditions as to interfere
with the use and enjoyment of any of the plazas, entrances, corridors, escalators, elevators and
other facilities of the Building by any other tenants. Fire exits and stairways are for emergency
use only, and they shall not be used for any other purpose by the tenants, their employees,
licensees or invitees. No tenant shall encumber or obstruct, or permit the encumbrance or
obstruction of, any of the sidewalks, plazas, entrances, corridors, escalators, elevators, fire
exits or stairways of the Building. Landlord reserves the right to control and operate the public
portions of the Building and the public facilities, as well as facilities furnished for the common
use of the tenants, in such manner as it deems best for the benefit of the tenants generally.



     2. Landlord may refuse admission to the Building outside of Business Hours on Business Days to
any person not known to the watchman in charge, or not having a pass issued by Landlord or the
tenant whose premises are to be entered, or not otherwise properly identified, and Landlord may
require all persons admitted to or leaving the Building outside of Business Hours on Business Days
to provide appropriate identification. Tenant shall be responsible for all persons for whom it
issues any such pass and shall be liable to Landlord for all acts or omissions of such persons.
Any person whose presence in the Building at any time shall, in the judgment of Landlord, be
prejudicial to the safety, character or reputation of the Building or of its tenants may be denied
access to the Building or may be ejected therefrom. During any invasion, riot, public excitement
or other commotion, Landlord may prevent all access to the Building by closing the doors or
otherwise for the safety of the tenants and protection of property in the Building.



     3. No tenant shall obtain or accept for use in its premises ice, drinking water, food,
beverage, towel, barbering, bootblacking, floor polishing, cleaning or other similar services from
any persons not authorized by Landlord in writing to furnish such services, provided that the
charges for such services by persons authorized by Landlord are comparable to similar charges in
other comparable buildings in Morris County. Such services shall be furnished only at such hours,
and under such reasonable regulations, as may be fixed by Landlord from time to time.



     4. The cost of repairing any damage to the public portions of the Building or the public
facilities or to any facilities used in common with other tenants, caused by a tenant or its
employees, licensees or invitees, shall be paid by such tenant.



     5. No awnings or other projections shall be attached to the outside walls of the Building. No
curtains, blinds, shades or screens shall be attached to or hung in, or be used in connection with,
any window or door of the premises of any tenant, without the prior written consent of Landlord
with the exception that the plans and specifications provided to the Landlord by the Tenant shall
include a description of the window coverings and approval by the Landlord of such plans and
specifications shall be deemed approval of the window coverings. Such curtains, blinds, shades or
screens must be of a quality, type, design and color, and attached in the manner approved by
Landlord.



68







 









 




EXHIBIT “D”



     6. No lettering, sign, advertisement, notice or object shall be displayed in or on the
windows or doors, or on the outside of any tenant’s premises, or at any point inside any tenant’s
premises where the same might be visible outside of such premises, without the prior written
consent of Landlord. In the event of the violation of the foregoing by any tenant, Landlord may
remove the same without any liability, and may charge the expense incurred in such removal to the
tenant violating this rule.



     7. The sashes, sash doors, skylights, windows and doors that reflect or admit light and air
into the halls, passageways or other public places in the Building shall not be covered or
obstructed by any tenant, nor shall any bottles, parcels or other articles be placed on the window
sills or on the peripheral air conditioning enclosures, if any.



     8. No showcase 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 or vestibules.



     9. Linoleum, tile or other floor covering shall be laid in a tenant’s premises only in a
manner first approved in writing by Landlord.



     10. No tenant shall mark, paint, drill into, or in any way deface any part of its premises or
the Building. No boring, cutting or stringing of wires shall be permitted, except with the prior
written consent of Landlord, and as Landlord may direct.



     11. No bicycles, vehicles, animals, fish or birds of any kind shall be brought into or kept in
or about the premises of any tenant of the Building.



     12. No noise, including, but not limited to, music or the playing of musical instruments,
recordings, radio or television, which, in the judgment of Landlord, might disturb other tenants in
the Building, shall be made or permitted by any tenant. Nothing shall be done or permitted in the
premises of any tenant which would impair or interfere with the use or enjoyment by any other
tenant of any other space in the Building.



     13. No tenant, nor any tenant’s contractors, employees, agents, visitors or licensees, shall
at any time bring into or keep upon the premises or the Building any inflammable, combustible,
explosive or otherwise dangerous fluid, chemical or substance except in compliance with applicable
Legal Requirements and the terms of the Lease.



     14. The Landlord shall deliver the keys to the Demised Premises upon full execution of the
Lease. The Tenant shall have the right to change the locks on the interior and exterior of the
Demised Premises and will promptly provide the Landlord with copies of all keys to be used by the
Landlord for emergency access to the Demised Premises.



69







 









 




EXHIBIT “D”




     15. All removals, or the carrying in or out of any safes, freight, furniture, packages, boxes,
crates or any other object or matter of any description must take place during such hours and in
such elevators and in such manner as Landlord or its agent may determine from time to time. The
persons employed to move safes and other heavy objects shall be reasonably acceptable to Landlord
and, if so required by law, shall hold a master rigger’s license. Arrangements will be made by
Landlord with any tenant for moving large quantities of furniture and equipment into or out of the
Building. All labor and engineering costs incurred by Landlord in connection with any moving
specified in this rule, shall be paid by Tenant to Landlord, on demand.



     16. Landlord reserves the right to inspect all objects and matter to be brought into the
Building and to exclude from the Building all objects and matter which violate any of these Rules
and Regulations or this Lease. Landlord may require any person leaving the Building with any
package or other object or matter to submit a pass, listing such package or object or matter, from
the tenant from whose premises the package or object or matter is being removed, but the
establishment and enlargement of such requirement shall not impose any responsibility on Landlord
for the protection of any tenant against the removal of property from the premises of such tenant.
Landlord shall in no way be liable to any tenant for damages or loss arising from the admission,
exclusion or ejection of any person to or from the premises or the Building under the provisions of
this RULE or of RULE 2 hereof.



     17. No tenant shall occupy or permit any portion of its premises to be occupied as an office
for a public stenographer or public typist, or for the possession, storage, manufacture, or sale of
liquor, narcotics, tobacco in any form, or as a barber, beauty or manicure shop, or as a school.
No tenant shall use its premises or any part thereof to be used for the sale at retail or auction
of merchandise, goods or property of any kind.



     18. Landlord shall have the right to prohibit any advertising or identifying sign by any
tenant which, in Landlord’s judgment, tends to impair the reputation of the Building or its
desirability as a building for others, and upon written notice from Landlord, such tenant shall
refrain from and discontinue such advertising or identifying sign.



     19. Landlord shall have the right to prescribe the weight and position of safes and other
objects of excessive weight, and no safe or other object whose weight exceeds the lawful load for
the area upon which it would stand shall be brought into or kept upon any tenant’s premises. If,
in the judgment of Landlord, it is necessary to distribute the concentrated weight of any heavy
object, the work involved in such distribution shall be done at the expense of the tenant and in
such a manner as Landlord shall determine.



     20. In no case (even where the same are of a type so excepted or as so consented to by
Landlord) shall any machines or mechanical equipment be so placed or operated as to disturb other
tenants; but machines and mechanical equipment which may be permitted to be installed and used in a
tenant’s premises shall be so equipped, installed and maintained by such tenant as to prevent any
disturbing noise, vibration or electrical or other interference from being transmitted from such
premises to any other area of the Building.



     21. Landlord, its contractors, and their respective employees, shall have the right to use,
without charge therefor all light, power and water in the premises of any tenant while cleaning or
making repairs or alterations in the premises of such tenant.



     22. No premises of any tenant shall be used for lodging or sleeping or for any immoral or
illegal purpose.



 









 





     23. The requirements of tenants will be attended to only upon application at the office of the
Building. Employees of Landlord shall not perform any work or do anything outside of their regular
duties, unless under special instructions from Landlord.



     24. Canvassing, soliciting and peddling in the Building are prohibited and each tenant shall
cooperate to prevent the same.



     25. No tenant shall cause or permit any unusual or objectionable odors to emanate from its
premises which would annoy other tenants or create a public or private nuisance. No cooking shall
be done in the premises of any tenant except as is expressly permitted in such tenant’s Lease. The
Tenant shall be permitted to use microwaves, toaster ovens, food vending machines and coffee
brewing machines within the Demised Premises, for Tenant’s employees and non-restaurant or retail
business invitees, subject to compliance by Tenant will all applicable Legal Requirements.



     26. Nothing shall be done or permitted in any tenant’s premises, and nothing shall be brought
into or kept in any tenant’s premises, which would impair or interfere with any of the Building’s
services or the proper and economic heating, cleaning or other servicing of the Building or the
premises, or the use or enjoyment by any other tenant of any other premises nor shall there be
installed by any tenant any ventilating, air-conditioning, electrical or other equipment of any
kind which, in the judgment of Landlord, might cause any such impairment or interference.



     27. No acids, vapors or other materials shall be discharged or permitted to be discharged into
the waste lines, vents or flues of the Building which may damage them. The water and wash closets
and other plumbing fixtures in or serving any tenant’s premises shall not be used for any purpose
other than the purposes for which they were designed or constructed, and no sweepings, rubbish,
rags, acids or other foreign substances shall be deposited therein. All damages resulting from any
misuse of the fixtures shall be borne by the tenants who, or whose servants, employees, agents,
visitors or licensees shall have, caused the same. Any cuspidors or containers or receptacles used
as such in the premises of any tenant or for garbage or similar refuse, shall be emptied, cared for
and cleaned by and at the expense of such tenant. Notwithstanding the foregoing, the Tenant shall,
subject to compliance by Tenant with applicable Legal Requirements, be permitted to have a paint
booth within the Demised Premises if shown on the Tenant’s Plans and Specifications approved by
Landlord pursuant to the Lease.



     28. All entrance doors in each tenant’s premises shall be left locked and all windows shall be
left closed by the tenant when the tenant’s premises are not in use. Entrance doors shall not be
left open at any time. Each tenant, before closing and leaving its premises at any time, shall
turn out all lights.



     29. Hand trucks not equipped with rubber tires and side guards shall not be used within the
Building.



     30. All windows in each tenant’s premises shall be kept closed, and all blinds therein above
the ground floor shall be lowered as reasonably required because of the position of the sun, during
the operation of the Building air-conditioning system to cool or ventilate the tenant’s premises.



     31. Landlord reserves the right to rescind, alter or waive any rule or regulation at any time
prescribed for the Building when, in its judgment, it deems it necessary, desirable or proper for
its best interest and for the best interests of the tenants, and no alteration or waiver of any
rule or regulation in favor of one tenant shall operate as an alteration or waiver in favor of any
other tenant. Landlord shall not be responsible to any tenant for the non-observance or violation
by any other tenant of any of the rules and regulations at any time prescribed for the Building.



 









 





     32. Sustainability: Tenant has been provided with a copy of Landlord’s Sustainability
Initiative. Consistent with such Initiative, Tenant shall use its reasonable efforts to ensure
effective and energy efficient operation of the Demised Premises. Accordingly:



     (i) Tenant shall not waste electricity, water, heat, air conditioning, and other utilities and
services at the Demised Premises; and



     (ii) Tenant shall not obstruct, alter, or in any way impair the efficient operation of the
Building’s heat, air conditioning, and ventilation systems. To this end, Tenant shall:



     (A) Not place furniture, equipment, or other objects where they would interfere with air flow;



     (B) Keep corridor doors closed and not open any windows (except if air circulation shall not
be in operation, windows may be opened with Landlord’s consent; and



     (C) During hot weather months, lower and partially close window blinds or drapes when the
sun’s rays fall directly on windows or the Premises.



     (D) Use, to the maximum extent economically practicable, energy efficient materials and
supplies, including but not limited to fluorescent light fixtures and bulbs, waterless plumbing
fixtures, and such other items consistent with Landlord’s specifications, which specifications may
be amended by Landlord from time to time.



     (E) Upon request of Landlord, provide Landlord with copies of its utility bills, or authorize
the various utilities (e.g. providers of electric, gas, and water) to provide copies of such bills
directly to Landlord.



     (F) Recycle waste materials to the maximum extent economically practicable, and in all events
in compliance with applicable solid waste management laws and regulations.




 









 








EXHIBIT E




[NAME AND ADDRESS OF ISSUING BANK]




[INSERT DATE]




     IRREVOCABLE LETTER OF CREDIT NO. (insert number)



[Landlord]

[c/o Hartz Mountain Industries, Inc.]

400 Plaza Drive

Secaucus, New Jersey 07096-1515



Ladies and Gentlemen:



At the
request and for the account of [TENANT], located at                      (hereinafter
called “Applicant”), we hereby establish our Irrevocable Letter of Credit No. [Insert number] in
your favor and authorize you and your assigns to draw on us up to the aggregate amount of US$ [TO
BE INSERTED] available by your draft(s) at sight drawn on us and accompanied by the following:





A statement signed to the effect of or similar to the following: “The drawer
hereunder is entitled to draw upon this letter of credit pursuant to that certain
lease agreement, dated [INSERT DATE], by and between [LANDLORD], as Landlord, and
[TENANT], as Tenant (the “Lease”).”


This Irrevocable Letter of Credit will be duly honored by us at sight upon delivery of the
statement set forth above without inquiry as to the accuracy of such statement and regardless of
whether Applicant disputes the content of such statement. Partial drawings against this Letter of
Credit are permitted.



This Irrevocable Letter of Credit shall automatically renew itself for successive twelve (12) month
periods from the date above, unless we notify you, by certified mail, return receipt requested, of
our intention not to renew at least sixty (60) days prior to any annual renewal date.



This irrevocable Letter of Credit is transferable at no charge to any transferee of Landlord upon
notice to the undersigned from you and such transferee.



Multiple draws on this Letter of Credit are permitted.



You shall have the right, at your option, to present a photocopy of this Letter of Credit in lieu
of the original and we shall make payment hereunder as if the original were presented.



At your option, draw requests may be made in person, or by mail, or by courier service, including
but not limited to FedEx, Airborne, or UPS.



At your option draw requests may be made by fax to the following fax number (or such other number
as we may designate upon written notice to you):



Fax number for draws hereunder: [INSERT FAX NUMBER].




 









 




If the original of this Letter of Credit has been lost, stolen, mutilated or destroyed upon receipt
of (a) in the case of loss, theft or destruction of this Letter of Credit, a certificate signed by
an authorized officer of the beneficiary (who is identified as such) to such effect or (b) in the
case of mutilation of this Letter of Credit. The mutilated Letter of Credit, we will issue a
replacement Letter of Credit in your favor, dated the same date, bearing a new number, and in the
same stated amount as, and with other provisions identical to, this Letter of Credit.



This undertaking is subject to The International Standby Practices 1998 (ISP98).



Upon receipt of the documents above described, we shall pay you as requested.




	 	 	 	 	 
	 
	 	Very truly yours,
	 	 
	 
	Name of Bank
	 	Countersigned:	 	 
	 
	 

Vice President
	 	 

Vice President
	 	 






2









 






EXHIBIT F




PARKING AREA DESIGNATION




3









 








EXHIBIT
G


SUPERIOR LEASES




None as of the date of the Lease




4









 








EXHIBIT
H


SUPERIOR MORTGAGES



Mortgage Loan Made by Bear Stearns Commercial Mortgage, Inc., as Lender to 35 Melanie Lane, L.L.C.,
as Borrower





5












 





EXHIBIT I




UNAMORTIZED COST OF TENANT’S WORK



The Tenant shall cause the Tenant’s construction manger (the Walsh Company) to certify to Landlord
and Tenant, the total cost of Tenant’s Work within ninety (90) days of final completion of all such
work, but not later than the Rent Commencement Date. The cost of such work shall be amortized over
the initial term of one hundred twenty (120) months with interest at 6% percent per annum. For
example, if the Tenant’s Work cost Four Million Five Hundred Thousand Dollars ($4,500,000), the
unamortized cost of the Tenant’s Work shall be the amount in the “Balance Column” left as of the
last day of the month of the event that causes the termination of the Lease.




	 	 	 	 	 	 	 
	Amount

	 	The Lesser of $4,500,000.00
or Tenant’s actual out of
pocket third party costs
	 	Compounded
	 	Monthly
	Years

	 	 10
	 	Interest Rate
	 	 6.00%
	Term

	 	 10 Years
	 	Monthly Payment
	 	$49959.23 *








 




			
	Note: *	 	(subject to adjustment for reduction in Amount if actual out of pocket third party costs
are less than $4,500,000)





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Payment*	 	Principal*	 	Interest*	 	Balance*
	1
	 	 	49959.23	 	 	 	27459.23	 	 	 	22500.00	 	 	 	4472540.77	 
	2
	 	 	49959.23	 	 	 	27596.53	 	 	 	22362.70	 	 	 	4444944.24	 
	3
	 	 	49959.23	 	 	 	27734.51	 	 	 	22224.72	 	 	 	4417209.73	 
	4
	 	 	49959.23	 	 	 	27873.18	 	 	 	22086.05	 	 	 	4389336.55	 
	5
	 	 	49959.23	 	 	 	28012.55	 	 	 	21946.68	 	 	 	4361324.00	 
	6
	 	 	49959.23	 	 	 	28152.61	 	 	 	21806.62	 	 	 	4333171.39	 
	7
	 	 	49959.23	 	 	 	28293.37	 	 	 	21665.86	 	 	 	4304878.02	 
	8
	 	 	49959.23	 	 	 	28434.84	 	 	 	21524.39	 	 	 	4276443.18	 
	9
	 	 	49959.23	 	 	 	28577.01	 	 	 	21382.22	 	 	 	4247866.17	 
	10
	 	 	49959.23	 	 	 	28719.90	 	 	 	21239.33	 	 	 	4219146.27	 
	11
	 	 	49959.23	 	 	 	28863.50	 	 	 	21095.73	 	 	 	4190282.77	 
	12
	 	 	49959.23	 	 	 	29007.82	 	 	 	20951.41	 	 	 	4161274.95	 
	Totals for 2010
	 	 	338725.05	 	 	 	260785.71	 	 	 	 	 






6









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Payment*	 	Principal*	 	Interest*	 	Balance*
	13
	 	 	49959.23	 	 	 	29152.86	 	 	 	20806.37	 	 	 	4132122.09	 
	14
	 	 	49959.23	 	 	 	29298.62	 	 	 	20660.61	 	 	 	4102823.47	 
	15
	 	 	49959.23	 	 	 	29445.11	 	 	 	20514.12	 	 	 	4073378.36	 
	16
	 	 	49959.23	 	 	 	29592.34	 	 	 	20366.89	 	 	 	4043786.02	 
	17
	 	 	49959.23	 	 	 	29740.30	 	 	 	20218.93	 	 	 	4014045.72	 
	18
	 	 	49959.23	 	 	 	29889.00	 	 	 	20070.23	 	 	 	3984156.72	 
	19
	 	 	49959.23	 	 	 	30038.45	 	 	 	19920.78	 	 	 	3954118.27	 
	20
	 	 	49959.23	 	 	 	30188.64	 	 	 	19770.59	 	 	 	3923929.63	 
	21
	 	 	49959.23	 	 	 	30339.58	 	 	 	19619.65	 	 	 	3893590.05	 
	22
	 	 	49959.23	 	 	 	30491.28	 	 	 	19467.95	 	 	 	3863098.77	 
	23
	 	 	49959.23	 	 	 	30643.74	 	 	 	19315.49	 	 	 	3832455.03	 
	24
	 	 	49959.23	 	 	 	30796.95	 	 	 	19162.28	 	 	 	3801658.08	 
	Totals for 2011
	 	 	359616.87	 	 	 	239893.89	 	 	 	 	 
	25
	 	 	49959.23	 	 	 	30950.94	 	 	 	19008.29	 	 	 	3770707.14	 
	26
	 	 	49959.23	 	 	 	31105.69	 	 	 	18853.54	 	 	 	3739601.45	 
	27
	 	 	49959.23	 	 	 	31261.22	 	 	 	18698.01	 	 	 	3708340.23	 
	28
	 	 	49959.23	 	 	 	31417.53	 	 	 	18541.70	 	 	 	3676922.70	 
	29
	 	 	49959.23	 	 	 	31574.62	 	 	 	18384.61	 	 	 	3645348.08	 
	30
	 	 	49959.23	 	 	 	31732.49	 	 	 	18226.74	 	 	 	3613615.59	 
	31
	 	 	49959.23	 	 	 	31891.15	 	 	 	18068.08	 	 	 	3581724.44	 
	32
	 	 	49959.23	 	 	 	32050.61	 	 	 	17908.62	 	 	 	3549673.83	 
	33
	 	 	49959.23	 	 	 	32210.86	 	 	 	17748.37	 	 	 	3517462.97	 
	34
	 	 	49959.23	 	 	 	32371.92	 	 	 	17587.31	 	 	 	3485091.05	 
	35
	 	 	49959.23	 	 	 	32533.77	 	 	 	17425.46	 	 	 	3452557.28	 
	36
	 	 	49959.23	 	 	 	32696.44	 	 	 	17262.79	 	 	 	3419860.84	 
	Totals for 2012
	 	 	381797.24	 	 	 	217713.52	 	 	 	 	 
	37
	 	 	49959.23	 	 	 	32859.93	 	 	 	17099.30	 	 	 	3387000.91	 
	38
	 	 	49959.23	 	 	 	33024.23	 	 	 	16935.00	 	 	 	3353976.68	 
	39
	 	 	49959.23	 	 	 	33189.35	 	 	 	16769.88	 	 	 	3320787.33	 
	40
	 	 	49959.23	 	 	 	33355.29	 	 	 	16603.94	 	 	 	3287432.04	 






7









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Payment*	 	Principal*	 	Interest*	 	Balance*
	41
	 	 	49959.23	 	 	 	33522.07	 	 	 	16437.16	 	 	 	3253909.97	 
	42
	 	 	49959.23	 	 	 	33689.68	 	 	 	16269.55	 	 	 	3220220.29	 
	43
	 	 	49959.23	 	 	 	33858.13	 	 	 	16101.10	 	 	 	3186362.16	 
	44
	 	 	49959.23	 	 	 	34027.42	 	 	 	15931.81	 	 	 	3152334.74	 
	45
	 	 	49959.23	 	 	 	34197.56	 	 	 	15761.67	 	 	 	3118137.18	 
	46
	 	 	49959.23	 	 	 	34368.54	 	 	 	15590.69	 	 	 	3083768.64	 
	47
	 	 	49959.23	 	 	 	34540.39	 	 	 	15418.84	 	 	 	3049228.25	 
	48
	 	 	49959.23	 	 	 	34713.09	 	 	 	15246.14	 	 	 	3014515.16	 
	Totals for 2013
	 	 	405345.68	 	 	 	194165.08	 	 	 	 	 
	49
	 	 	49959.23	 	 	 	34886.65	 	 	 	15072.58	 	 	 	2979628.51	 
	50
	 	 	49959.23	 	 	 	35061.09	 	 	 	14898.14	 	 	 	2944567.42	 
	51
	 	 	49959.23	 	 	 	35236.39	 	 	 	14722.84	 	 	 	2909331.03	 
	52
	 	 	49959.23	 	 	 	35412.57	 	 	 	14546.66	 	 	 	2873918.46	 
	53
	 	 	49959.23	 	 	 	35589.64	 	 	 	14369.59	 	 	 	2838328.82	 
	54
	 	 	49959.23	 	 	 	35767.59	 	 	 	14191.64	 	 	 	2802561.23	 
	55
	 	 	49959.23	 	 	 	35946.42	 	 	 	14012.81	 	 	 	2766614.81	 
	56
	 	 	49959.23	 	 	 	36126.16	 	 	 	13833.07	 	 	 	2730488.65	 
	57
	 	 	49959.23	 	 	 	36306.79	 	 	 	13652.44	 	 	 	2694181.86	 
	58
	 	 	49959.23	 	 	 	36488.32	 	 	 	13470.91	 	 	 	2657693.54	 
	59
	 	 	49959.23	 	 	 	36670.76	 	 	 	13288.47	 	 	 	2621022.78	 
	60
	 	 	49959.23	 	 	 	36854.12	 	 	 	13105.11	 	 	 	2584168.66	 
	Totals for 2014
	 	 	430346.50	 	 	 	169164.26	 	 	 	 	 
	61
	 	 	49959.23	 	 	 	37038.39	 	 	 	12920.84	 	 	 	2547130.27	 
	62
	 	 	49959.23	 	 	 	37223.58	 	 	 	12735.65	 	 	 	2509906.69	 
	63
	 	 	49959.23	 	 	 	37409.70	 	 	 	12549.53	 	 	 	2472496.99	 
	64
	 	 	49959.23	 	 	 	37596.75	 	 	 	12362.48	 	 	 	2434900.24	 
	65
	 	 	49959.23	 	 	 	37784.73	 	 	 	12174.50	 	 	 	2397115.51	 
	66
	 	 	49959.23	 	 	 	37973.65	 	 	 	11985.58	 	 	 	2359141.86	 
	67
	 	 	49959.23	 	 	 	38163.52	 	 	 	11795.71	 	 	 	2320978.34	 
	68
	 	 	49959.23	 	 	 	38354.34	 	 	 	11604.89	 	 	 	2282624.00	 






8









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Payment*	 	Principal*	 	Interest*	 	Balance*
	69
	 	 	49959.23	 	 	 	38546.11	 	 	 	11413.12	 	 	 	2244077.89	 
	70
	 	 	49959.23	 	 	 	38738.84	 	 	 	11220.39	 	 	 	2205339.05	 
	71
	 	 	49959.23	 	 	 	38932.53	 	 	 	11026.70	 	 	 	2166406.52	 
	72
	 	 	49959.23	 	 	 	39127.20	 	 	 	10832.03	 	 	 	2127279.32	 
	Totals for 2015
	 	 	456889.34	 	 	 	142621.42	 	 	 	 	 
	73
	 	 	49959.23	 	 	 	39322.83	 	 	 	10636.40	 	 	 	2087956.49	 
	74
	 	 	49959.23	 	 	 	39519.45	 	 	 	10439.78	 	 	 	2048437.04	 
	75
	 	 	49959.23	 	 	 	39717.04	 	 	 	10242.19	 	 	 	2008720.00	 
	76
	 	 	49959.23	 	 	 	39915.63	 	 	 	10043.60	 	 	 	1968804.37	 
	77
	 	 	49959.23	 	 	 	40115.21	 	 	 	9844.02	 	 	 	1928689.16	 
	78
	 	 	49959.23	 	 	 	40315.78	 	 	 	9643.45	 	 	 	1888373.38	 
	79
	 	 	49959.23	 	 	 	40517.36	 	 	 	9441.87	 	 	 	1847856.02	 
	80
	 	 	49959.23	 	 	 	40719.95	 	 	 	9239.28	 	 	 	1807136.07	 
	81
	 	 	49959.23	 	 	 	40923.55	 	 	 	9035.68	 	 	 	1766212.52	 
	82
	 	 	49959.23	 	 	 	41128.17	 	 	 	8831.06	 	 	 	1725084.35	 
	83
	 	 	49959.23	 	 	 	41333.81	 	 	 	8625.42	 	 	 	1683750.54	 
	84
	 	 	49959.23	 	 	 	41540.48	 	 	 	8418.75	 	 	 	1642210.06	 
	Totals for 2016
	 	 	485069.26	 	 	 	114441.50	 	 	 	 	 
	85
	 	 	49959.23	 	 	 	41748.18	 	 	 	8211.05	 	 	 	1600461.88	 
	86
	 	 	49959.23	 	 	 	41956.92	 	 	 	8002.31	 	 	 	1558504.96	 
	87
	 	 	49959.23	 	 	 	42166.71	 	 	 	7792.52	 	 	 	1516338.25	 
	88
	 	 	49959.23	 	 	 	42377.54	 	 	 	7581.69	 	 	 	1473960.71	 
	89
	 	 	49959.23	 	 	 	42589.43	 	 	 	7369.80	 	 	 	1431371.28	 
	90
	 	 	49959.23	 	 	 	42802.37	 	 	 	7156.86	 	 	 	1388568.91	 
	91
	 	 	49959.23	 	 	 	43016.39	 	 	 	6942.84	 	 	 	1345552.52	 
	92
	 	 	49959.23	 	 	 	43231.47	 	 	 	6727.76	 	 	 	1302321.05	 
	93
	 	 	49959.23	 	 	 	43447.62	 	 	 	6511.61	 	 	 	1258873.43	 
	94
	 	 	49959.23	 	 	 	43664.86	 	 	 	6294.37	 	 	 	1215208.57	 
	95
	 	 	49959.23	 	 	 	43883.19	 	 	 	6076.04	 	 	 	1171325.38	 
	96
	 	 	49959.23	 	 	 	44102.60	 	 	 	5856.63	 	 	 	1127222.78	 






9









 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	#	 	Payment*	 	Principal*	 	Interest*	 	Balance*
	Totals for 2017
	 	 	514987.28	 	 	 	84523.48	 	 	 	 	 
	97
	 	 	49959.23	 	 	 	44323.12	 	 	 	5636.11	 	 	 	1082899.66	 
	98
	 	 	49959.23	 	 	 	44544.73	 	 	 	5414.50	 	 	 	1038354.93	 
	99
	 	 	49959.23	 	 	 	44767.46	 	 	 	5191.77	 	 	 	993587.47	 
	100
	 	 	49959.23	 	 	 	44991.29	 	 	 	4967.94	 	 	 	948596.18	 
	101
	 	 	49959.23	 	 	 	45216.25	 	 	 	4742.98	 	 	 	903379.93	 
	102
	 	 	49959.23	 	 	 	45442.33	 	 	 	4516.90	 	 	 	857937.60	 
	103
	 	 	49959.23	 	 	 	45669.54	 	 	 	4289.69	 	 	 	812268.06	 
	104
	 	 	49959.23	 	 	 	45897.89	 	 	 	4061.34	 	 	 	766370.17	 
	105
	 	 	49959.23	 	 	 	46127.38	 	 	 	3831.85	 	 	 	720242.79	 
	106
	 	 	49959.23	 	 	 	46358.02	 	 	 	3601.21	 	 	 	673884.77	 
	107
	 	 	49959.23	 	 	 	46589.81	 	 	 	3369.42	 	 	 	627294.96	 
	108
	 	 	49959.23	 	 	 	46822.76	 	 	 	3136.47	 	 	 	580472.20	 
	Totals for 2018
	 	 	546750.58	 	 	 	52760.18	 	 	 	 	 
	109
	 	 	49959.23	 	 	 	47056.87	 	 	 	2902.36	 	 	 	533415.33	 
	110
	 	 	49959.23	 	 	 	47292.15	 	 	 	2667.08	 	 	 	486123.18	 
	111
	 	 	49959.23	 	 	 	47528.61	 	 	 	2430.62	 	 	 	438594.57	 
	112
	 	 	49959.23	 	 	 	47766.26	 	 	 	2192.97	 	 	 	390828.31	 
	113
	 	 	49959.23	 	 	 	48005.09	 	 	 	1954.14	 	 	 	342823.22	 
	114
	 	 	49959.23	 	 	 	48245.11	 	 	 	1714.12	 	 	 	294578.11	 
	115
	 	 	49959.23	 	 	 	48486.34	 	 	 	1472.89	 	 	 	246091.77	 
	116
	 	 	49959.23	 	 	 	48728.77	 	 	 	1230.46	 	 	 	197363.00	 
	117
	 	 	49959.23	 	 	 	48972.41	 	 	 	986.82	 	 	 	148390.59	 
	118
	 	 	49959.23	 	 	 	49217.28	 	 	 	741.95	 	 	 	99173.31	 
	119
	 	 	49959.23	 	 	 	49463.36	 	 	 	495.87	 	 	 	49709.95	 
	120
	 	 	49958.50	 	 	 	49709.95	 	 	 	248.55	 	 	 	.00	 
	Totals for 2019
	 	 	580472.20	 	 	 	19037.83	 	 	 	 	 






10









 






EXHIBIT
J


PNC’S LANDLORD’S WAIVER



(to be provided separately in PDF Format)




11









 








EXHIBIT K




ENVIRONMENTAL ACCESS AGREEMENT




          ENVIRONMENTAL
ACCESS AGREEMENT made as of the ___ day of ___, 2009, between 35 MELANIE
LANE, LLC (“Landlord”) and Breeze-Eastern Corporation (“Tenant”).




RECITALS




          A. The Tenant is leasing the lands at 35 Melanie Lane, Hanover, New Jersey from Landlord
(“Leased Premises”) pursuant to a Lease Agreement dated May ___, 2009



          B. In accordance with the terms of the Lease Agreement, Tenant has certain obligations to
comply with the Industrial Site Recovery Act (N.J.S.A. 13:1K-6, et. seq) (“ISRA”) and may need
access to the Leased Premises beyond the termination date of the lease in order to meet these
compliance obligations.




          C. Landlord desires to grant such access to Tenant.




     THEREFORE, for the purpose set forth above and in consideration of the recitals and mutual
promises herein contained, Landlord and Tenant agree as follows:




	1.	 	ACCESS





          1.1 Grant. Landlord, on behalf of itself, its divisions, subsidiaries and affiliates, hereby
grants to Tenant, its employees, agents, contractors, sub-contractors, employees, invitees, and
licensees (collectively “agents or sub-contractors”) a license to enter upon and use the Leased
Premises beyond the termination date of the lease, subject to all the terms and conditions set
forth herein and in the Lease Agreement.




          1.2 Limitation of Purpose. Tenant may enter upon and use the Leased Premises solely for the
purpose of performing such environmental sampling, tests, borings, surveys, engineering studies,
soil studies, general inspections and/or any other studies, or tests as are necessary to comply
with ISRA (“Tenant’s ISRA Work”).




          1.3. Effective Date/Termination Date. The provisions of this Access Agreement shall become
effective when the Lease Agreement is fully executed and will not terminate until Tenant complies
with ISRA for all ISRA triggers which Tenant is responsible under the Lease Agreement.





	2.	 	ADDITIONAL CONDITIONS AND TERMS





          2.1 Prior to any entry upon the Leased Premises by Tenant, its agents or subcontractors, as
defined in paragraph 1.1 above, Tenant will:




               ( a ) Provide Landlord with no less than three (3) business days prior written notice,
together with a proposed scope of work, in order to be accompanied by a representative or
representatives of Landlord during all entries upon the Leased Premises; and



12









 





               ( b ) Provide Landlord with evidence of liability insurance coverage from a nationally
recognized insurance company licensed to do business in New Jersey, in the amounts set forth below:



	 	 	 	 	 
	 	 	Coverage	 	Limits
	(1)

	 	Worker’s Compensation
	 	Statutory
	(2)

	 	Employer’s Liability
	 	$2,000,000 each occurrence
	(3)

	 	General Liability (Bodily Injury
& Property Damage
	 	$5,000,000 aggregate
	(4)

	 	Excess Liability (Bodily Injury
& Property Damage)
	 	$1,000,000 aggregate
	(5)

	 	Automobile Liability (Bodily
Injury & Property Damage)
	 	$1,000,000 combined single limit
	(6)

	 	Professional Liability Insurance
	 	$1,000,000 aggregate
	(7)

	 	Pollution Professional Legal
Liability Insurance
	 	$2,000,000 aggregate






          2.2 Tenant agrees to indemnify, defend (with counsel reasonably approved by Landlord) and hold
Landlord, its directors, officers, shareholders, employees, representatives, agents and subagents
harmless from and against any and all damages or injury to persons or property and any actions,
liabilities, losses, claims, damages, suits, proceedings, costs and expenses (including reasonable
attorneys fees and costs in enforcing this indemnity) incurred, directly or indirectly, by Landlord, its directors, officers, shareholders, employees, representatives, agents and subagents arising
from, out of, or incident to the acts or omissions of Tenant or its agents or subcontractors in any
way related to their entry onto the Leased Premises and the performance of any inspections,
investigations, examinations or surveys of, at, on or about the Leased Premises in connection with
Tenant’s ISRA Work.




          2.3 Tenant shall (a) promptly restore the Leased Premises to its condition immediately prior
to Tenant’s ISRA Work, (b) fully comply with all applicable laws, rules and regulations, (c) use
commercially reasonable efforts to minimize interference with the use or occupancy of the Leased
Premises (or any portion thereof) by Landlord (or any of its respective agents, representatives,
guests, invitees, contractors, or employees), and (d) permit Landlord to have a representative
present during all inspections undertaken hereunder at Landlord’s sole cost and expense.





	3.	 	GENERAL TERMS





          3.1 Governing Law. This Access Agreement shall be governed by and construed in accordance
with the laws of the State of New Jersey.




          3.2 Representations/Warranties. No representations or warranties were made or have been
relied upon by either party other than those expressly set forth herein.




          3.3 Amendment. No agent, employee, or other representative of either party is empowered to
alter or amend any of the terms of this Access Agreement, unless such alteration and/or amendment
is in writing and has been signed by an authorized representative of each of the parties. This
provision cannot be orally waived.




13









 








          3.4 Paragraph Headings. The paragraph headings appearing herein are for the convenience of
the parties and are not to be used or construed so as to modify the terms and conditions of this
Agreement in any fashion.




          3.5 Successors, Assigns, etc. Anything to the contrary notwithstanding, the terms and
conditions of this Access Agreement and the rights and obligations created as a result thereof,
shall be binding upon and/or inure to the benefit of, the parties hereto, their officers,
directors, agents, employees, their respective successors, assigns, designees and contractors.




          3.6 Third Parties. This Access Agreement shall not inure to the benefit of any third party
not a party to this Agreement.




          3.7 Notice. Any and all notices permitted or required to be given hereunder, must be in
writing by certified mail return receipt requested or by a recognized overnight mail courier to the
parties as follows:




To Tenant:




Gerald C. Harvey, Esq.

Executive VP, General Counsel and Secretary

Breeze-Eastern Corporation

35 Melanie Lane

Hanover, NJ




(908) 624-4205




Fax: (908) 686-6537

Email: gharvey@breeze-eastern.com



with copies to Tenant counsel:




Ira B Marcus, Esq.

Marcus, Brody, Ford, Kessler & Sahner, L.L.C.

5 Becker Farm Road

Roseland, New Jersey 07068

973-232-0603

Fax 973-994-2767

Email: ibmarcus@marcusbrodylaw.com




To Landlord:




35 Melanie Lane, L.L.C.

c/o Hartz Mountain Industries

400 Plaza Drive

Secaucus, New Jersey 07096

Attention: Lawrence Garb,

          Executive Vice President – Administration

201-272-5800

Fax 201-348-4221

Email:: Lawrence.Garb@Hartzmountain.com




14









 




with copies to:




Hartz Mountain Industries, Inc.

400 Plaza Drive

Secaucus, New Jersey 07096

Attention: Irwin A. Horowitz, Executive Vice President

                    and General Counsel

201-272-5300

Fax 201-348-4221

Email: Irwin.Horowitz@Hartzmountain.com




and




Hartz Mountain Industries, Inc.

400 Plaza Drive

Secaucus, New Jersey 07096

Attention: Curtis L. Michael Vice President and Assistant

                     General Counsel

201-272-5306

Fax 201-348-9144

Email: Curt.Michael@Hartzmountain.com



IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives as of the date first written
above.


Landlord:




	 	 	 
	 

	 	35 Melanie Lane, LLC
	 
	 	 
	 

	 	 
	 

	 	By
	 
	 	 
	 

	 	Tenant:
	 

	 	BREEZE-EASTERN CORPORATION
	 
	 	 
	 

	 	 
	 

	 	By: Gerald C. Harvey, Executive Vice President,

General Counsel and Secretary






15









 






EXHIBIT L

Tenant’s Protected View” area on Exhibit __.




(Drawing showing exterior wall of the Building facing Melanie Lane)




16









 





EXHIBIT M




ENVIRONMENTAL REPORTS PROVIDED TO TENANT




ENVIRONMENTAL DOCUMENTS





	A.	 	Environmental Assessments






	 	1.	 	Asbestos Operations & Maintenance Plan dated April 5, 2007 prepared by EBI Consulting.
	 
	 	2.	 	Phase I Environmental Assessment dated March 20, 2007 prepared by EBI Consulting.
	 
	 	3.	 	Phase I Environmental Assessment dated December 3, 2001 prepared by EcolSciences.
	 
	 	4.	 	Phase I Environmental Assessment dated November 6, 1990 prepared by EcolSciences.






	B.	 	Environmental Documents from NJDEP Site Remediation Program Files






	 	1.	 	NJDEP ISRA Letter of Nonapplicability dated October 16, 1987
	 
	 	2.	 	NJDEP No Further Action letter dated July 23, 1997
	 
	 	3.	 	NJDEP Internal Tracking Sheet for Tanks
	 
	 	4.	 	NJDEP Bureau of Underground Storage Tanks (BUST) Fee Paysheet dated January 29, 1997
	 
	 	5.	 	NJDEP Initial Notice Fee Submittal Form
	 
	 	6.	 	BUST Fee Paysheet dated May 23, 1997
	 
	 	7.	 	NJDEP Initial Notice Fee Submittal Form
	 
	 	8.	 	EcolSciences letter to NJDEP dated January 27, 1997 enclosing the Remedial Action
Report, including checklists and certifications
	 
	 	9.	 	NJDEP Underground Storage Tank System Closure Approval dated October 28, 1996
	 
	 	10.	 	Underground Storage Tank Closure Plan Approval Application form, Ecol Sciences
transmittal letter and report all dated October 11, 1996
	 
	 	11.	 	Letter to NJDEP dated May 15, 2000 regarding invoice from NJDEP for UST registration
	 
	 	12.	 	BUST Annual Certification Forms dated:




17









 












	 	•	 	December 19, 1996;
	 
	 	•	 	May 8, 1996 (received date);
	 
	 	•	 	December 13, 1993;
	 
	 	•	 	February 28, 1989;
	 
	 	•	 	March 7, 1988;
	 
	 	•	 	September 1, 1987;
	 
	 	•	 	Letter to NJDEP dated January 5, 1987 with UST Registration form.





18