**Exhibit 2.2**

 

**LEASE**

 

**OF PREMISES AT 1275 PARK EAST DRIVE**

 

**WOONSOCKET, RHODE ISLAND**

 

**FROM**

 

**FAITH REALTY II, LLC,**

**A RHODE ISLAND LIMITED LIABILITY COMPANY**

 

**TO**

 

**SUMMER INFANT (USA), INC.,**

**A RHODE ISLAND CORPORATION**

 

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**SUMMARY OF BASIC TERMS**

 

###### **LEASE**

 

**OF PREMISES AT 1275 PARK EASTDRIVE,**

**WOONSOCKET, RHODE ISLAND**

 

**TO**

 

**SUMMER INFANT (USA), INC.,**

**A RHODE ISLAND CORPORATION**

 

**DATED AS OF MARCH 24, 2009**

 

The following is a summary of certain basic terms of this Lease whichis intended for the convenience and reference of the parties.  Capitalized terms used, but not defined, inthis Summary of Basic Terms, have their defined meanings in this Lease.  In addition, some of the following items orterms are incorporated into this Lease by reference to the item or term or tothis Summary of Basic Terms.

 

1.                                       Landlord:  Faith Realty II, LLC, a Rhode Island limitedliability company.

 

2.                                       Tenant:  Summer Infant (USA), Inc., a RhodeIsland corporation.

 

3A.                             Premises:  All of the leasable space in the Building.

 

3B.                               Landlord’s Property:  The Land with the Building and any otherimprovements now or hereafter thereon, commonly known as 1275 Park East Drive,Woonsocket, Rhode Island, as described on Exhibit A.

 

3C.                               Leasable SquareFootage of the Premises: approximately 52,000 square feet.

 

4.                                       TenantImprovements Work:  Tenantshall perform the Tenant Improvements Work as provided in Section 3.1.

 

5A.                             Lease Term:  From the Commencement Date (March 24,2009) until the last day of the seventh Lease Year March 31, 2016),subject to extension in accordance with Section 2.4(b).

 

5B.                               Commencement Date:  March 24, 2009.

 

5C.                               Rent Commencement Date:  April 1, 2009.

 

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5D.                              Right of Extension:  Tenant shall have the right to extend theLease Term for one term of five years in accordance with Section 2.4(b).

 

6.                                       Permitted Use:  Subject to applicable Legal Requirements, thePremises may be used only for manufacturing, warehouse and general officepurposes and other lawful purposes ancillary thereto.

 

7.                                       SecurityDeposit:  $32,000.00, in the form of cash.

 

8.                                       Tenant’sParking Allocation:  All of theparking spaces in the Parking Area, subject to Landlord’s right to use parkingspaces in the Parking Areas in connection with the management and operation ofLandlord’s Property.

 

9.                                       Base Rent:  Base Rent for the Initial Term shall be asfollows:

 

| **PERIOD**                                                                                                                                            | ** ** | **ANNUAL  RATE** | ** ** | **MONTHLY RATE** | ** ** | **PSF  RATE** | ** ** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------|------------|------------------|------------|---------------|------------|
|                                                                                                                                                  |       |             |       |             |       |          |       |
| Rent  Commencement Date through seventh Lease Year (April 1, 2009 —  March 31, 2016)                                                   |       | $                | 390,000.00 |             | $          | 32,500.00     |       | $ | 7.50 |   |
|                                                                                                                                                  |       |             |       |             |       |          |       |
| First  two (2) Lease Years of the Extension Term (if Tenant elects to exercise  such extension) (April 1, 2016 — March 31, 2018)  |       | $                | 429,000.00 |             | $          | 35,750.00     |       | $ | 8.25 |   |
|                                                                                                                                                  |       |             |       |             |       |          |       |
| Last  three (3) Lease Years of the Extension Term (if Tenant elects to  exercise such extension) (April 1, 2018 — March 31, 2021) |       | $                | 468,000.00 |             | $          | 39,000.00     |       | $ | 9.00 |   |

 

10.                                 Tenant’s Electricity Costs:  Tenant shall directly pay its actual costsfor electricity services provided to the Premises for lights and plugs (“Tenant’sElectricity Costs”), as provided in Section 4.6.

 

11.                                 Heat and Utilities: To beobtained by Tenant at Tenant’s sole cost and expense (including water and sewercharges).

 

12.                                 First Payment:  First month’s Base Rent in the amount of$32,500.00, plus the Security Deposit, shall be paid upon execution of thisLease.

 

13.                                 Broker:  None.

 

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14A.                       Tenant’sAddress for Notices, Telephone Number, Fax Number and Taxpayer IdentificationNo.:

 

Summer Infant (USA), Inc.

1275 Park East Drive

Woonsocket, Rhode Island

Attn:Joseph Driscoll, CFO

Telephone: (401) 671-6922;  Fax:(401) 671-6051

 

Withcopies to:

 

GreenbergTraurig, LLP

One International Place — 20th Floor

Boston, MA 02110

Attn: John M. Bello, Esq.

Telephone:(617) 310-6285; Fax: (617) 897-0985

 

Tenant F.I.D.# 20-8641043

 

14B.                         Landlord’sAddress for Notices:

 

Faith Realty II, LLC

10 Hannah Drive

Cumberland, Rhode Island 02864

Attn: Jason Macari

Telephone:(401) 671-6563;  Fax:  (401) 671-6563

 

with a copy to:

 

Poore & Rosenbaum LLP

30 Exchange Terrace

Providence, RI 20903

Attn: Steven Rosenbaum, Esquire

Telephone: (401) 831-2600; Fax: (401) 831-2220

 

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**LEASE**

 

THISLEASE (this “Lease”), made as of the 1st day ofFebruary, 2009, between Faith Realty II, LLC, a Rhode Island limited liabilitycompany and Summer Infant (USA), Inc., a Rhode Island corporation, is asfollows:

 

**W****ITNESSETH:**

 

**ARTICLE I**

**CERTAIN DEFINITIONS**

 

Inaddition to the words and terms defined elsewhere in this Lease, the followingwords and terms shall have in this Lease the meanings set forth in this Article I(whether or not underscored):

 

“BankruptcyLaws” means any existing or future bankruptcy, insolvency, reorganization,dissolution, liquidation or arrangement or readjustment of debt law or anysimilar existing or future law of any applicable jurisdiction, or any lawsamendatory thereof or supplemental thereto, including, without limitation, theUnited States Bankruptcy Code of 1978, as amended (11 U.S.C. Section 101 *et seq*.), as any or all of the foregoing may be amended orsupplemented from time to time.

 

“BaseRent” has the meaning set forth in Item 9****ofthe Summary of Basic Terms.

 

“Broker”has the meaning set forth in Item 13 of the Summary of Basic Terms.

 

“Building”means the building located on the Land.

 

“BusinessDays” means Monday through Friday, except holidays.  The term “holiday” shall mean (a) thefederal day of celebration of the following holidays:  New Year’s Day, President’s Day, MemorialDay, July 4th, Labor Day,Thanksgiving and Christmas and (b) the Friday after Thanksgiving.

 

“CommencementDate” has the meaning set forth in Item 5B of the Summary of BasicTerms.

 

“EnvironmentalLaw” means the Comprehensive Environmental Response, Compensation, andLiability Act (“CERCLA”), 42 U.S.C. §9601 etseq., theResource Conservation and Recovery Act, 42 U.S.C. §6901 etseq.,the Hazardous Materials Transportation Act, 49 U.S.C. §1802 etseq.,the Toxic Substances Control Act, 15 U.S.C. §2601 etseq., theFederal Water Pollution Control Act, 33 U.S.C. §1251 etseq., theClean Water Act, 33 U.S.C. §1321 etseq., the Clean Air Act, 42U.S.C. §7401 etseq., all regulations promulgated thereunder, andany other federal, state, county, municipal, local or other statute, law,ordinance or regulation (including any state or local board of health rules,regulation, or code), which may

 

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relateto the protection of human health or the environment, all as may be from timeto time amended or modified.

 

“Eventof Default” has the meaning set forth in Section 12.1.

 

“ExtensionTerm” means the period beginning at the end of the Initial Term andextending through the end of the twelfth (12th) Lease Year.

 

“HazardousMaterials” or “Hazardous Substances” means, at any time, (a) any “hazardoussubstance” as defined in §101(14) of CERCLA (42 U.S.C. §9601(14)) orregulations promulgated thereunder; (b) any “solid waste,” “hazardouswaste” or “infectious waste,” as such terms are defined in any EnvironmentalLaw at such time; (c) asbestos, urea-formaldehyde, polychlorinatedbiphenyls (“PCBs”), bio-medical materials or waste, nuclear fuel or material,chemical waste, radioactive material, explosives, known carcinogens, petroleumproducts and by-products and other dangerous, toxic or hazardous pollutants,contaminants, chemicals, materials or substances which may be hazardous tohuman health or the environment and which are listed or identified in, orregulated by, any Environmental Law; and (d) any additional substances ormaterials which are classified or considered to be hazardous or toxic under anyEnvironmental Law.

 

“InitialTerm” means the period beginning on the Commencement Date and extendingthrough the end of the seventh (7th) Lease Year.

 

“InsuranceCosts” includes the cost of insuring Landlord’s Property, including withoutlimitation the Building and all other improvements now or hereafter situatedthereon, and all operations conducted in connection therewith, with suchpolicies, coverages and companies and in such limits as may be reasonablyrequired by Landlord (and/or which may be required by Landlord’s lenders),including, but not limited to, fire insurance with extended or with all-riskcoverage, comprehensive public liability insurance covering personal injury,deaths and property damage with a personal injury endorsement covering falsearrest, detention or imprisonment, malicious prosecution, libel and slander,and wrongful entry or eviction, rent loss or business interruption insurance,plate glass insurance, contractual liability insurance, boiler insurance andfidelity bonds, all such insurance to be with coverages and in amounts and withdeductibles consistent with insurance maintained by landlords of properties ofcomparable type and character in the Providence, Rhode Island area.

 

“Invitees”means employees, workers, visitors, guests, customers, suppliers, agents,contractors, representatives, licensees and other invitees.

 

“Land”means the land located at 1275 Park East Drive, Woonsocket, Rhode Island moreparticularly described in Exhibit A.

 

“Landlord”has the meaning set forth in Item 1 of the Summary of Basic Terms.

 

“Landlord’sProperty” has the meaning set forth in Item 3B of the Summary ofBasic Terms.

 

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“LeaseTerm” means the Initial Term, and, if Tenant timely and properly exercisesits right to extend pursuant to Section 2.4(b), the Extension Term.

 

“LeaseYear” means the 12 month period beginning on the Rent Commencement Date andon each anniversary of the Rent Commencement Date throughout the Lease Term.

 

“LegalRequirements” means all applicable laws, statutes, rules, regulations andrequirements of governmental authorities, including, but not limited to, zoninglaws and building codes.

 

“OperatingCosts” means all costs, expenses and disbursements of every kind and nature(except Taxes and Insurance Costs) necessary or required  in connection with operating, managing,maintaining, repairing or replacing Landlord’s Property or elements thereof, inthe same condition and repair as the Landlord’s Property is at the CommencementDate or may be put in during the Term hereof. Operating Costs shall include, by way of illustration, but not belimited to:  all charges incurred in connectionwith the maintenance and repair obligations with respect to Landlord’s Propertyincluding the HVAC, electrical, mechanical and plumbing systems; all chargesincurred  to provide utility services toLandlord’s Property; all costs related to removal of snow and ice; all costs ofpest and vermin control; all costs of providing, maintaining and repairingpaving, curbs, walkways, landscaping, planters, roofs, walls, drainage, utilitylines, security systems and other equipment; all costs of painting the exteriorof the Building; all costs of repaving, resurfacing, and restriping the ParkingArea and drives; all costs of lighting, cleaning, maintaining and repairing theOutside Areas; all costs of licenses, permits and inspection fees; all legal,accounting, inspection and consulting fees; all costs of wages, salaries andbenefits of operating personnel hired by Tenant, including welfare, retirement,vacations and other compensation and fringe benefits and payroll taxes.  Operating Costs shall also include any costsfor alterations to the Landlord’s Property required or necessary to comply withchanges in laws or Legal Requirements. Operating Costs shall not include (i) replacementof the structural component parts of the Building, roof, walls and floor unlesssuch replacement is caused by the negligent acts, actions or omissions of theTenant, its employees, agents, representatives or invitees, in which case suchreplacement costs shall be borne by the Tenant or (ii) legal, accounting,inspection and consulting fees incurred by Landlord in administering thisLease; provided; however, Landlord shall be entitled to reimbursement forreasonable legal fees incurred in successfully enforcing the terms of thisLease.

 

“OutsideAreas” means all areas of Landlord’s Property located outside of theBuilding.

 

“ParkingArea” means those portions of Landlord’s Property which may be used forparking as depicted on the Site Plan.

 

“PermittedUse” has the meaning set forth in Item 6****ofthe Summary of Basic Terms.

 

“Person”means any individual, partnership, joint venture, trust, limited liabilitycompany, business trust, joint stock company, unincorporated association,corporation, institution or other entity, including any governmental authority.

 

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“Premises”has the meaning set forth in Item 3A of the Summary of Basic Terms.

 

“RentCommencement Date” has the meaning set forth in Item 5C of theSummary of Basic Terms.

 

“RooftopEquipment” means a satellite dish, antenna, related communicationsequipment and supplemental HVAC equipment installed on the roof of the Buildingby or for Tenant for use in Tenant’s business.

 

“SecurityDeposit” has the meaning set forth in Item 7 of the Summary of BasicTerms.

 

“Summaryof Basic Terms” means the Summary of Basic Terms which is affixed to thisLease.

 

“TaxFiscal Year” shall mean July 1 through June 30 next following, orsuch other tax period as may be established by law for the payment of Taxes.

 

“Taxes”shall mean (a) all taxes, assessments, betterments, water or sewerentrance fees and charges including general, special, ordinary andextraordinary, environmental, or any other charges (including charges for theuse of municipal services if billed separately from other taxes), levied, assessedor imposed at any time by any governmental authority upon or against the Land,the Building, or the fixtures, signs and other improvements thereon thencomprising Landlord’s Property and (b) all reasonable attorneys’ feesappraisal fees and other fees, charges and costs incurred in connection withany proceedings related to the amount of Taxes, the tax classification and/orthe assessed value of Landlord’s Property. This definition of Taxes is based upon the present system of real estatetaxation in the State of Rhode; if taxes upon rentals or any other basis shallbe substituted, in whole or in part, for the present ad valorem real estatetaxes, the term “Taxes” shall be deemed changed to the extent to which there issuch a substitution for the present ad valorem real estate taxes.

 

“Tenant”has the meaning set forth in Item 2 of the Summary of Basic Terms.

 

“TenantAffiliate” means any Person which controls, is controlled by, or is undercommon control with, Tenant, or is a successor to Tenant (or the acquirer ofthe assets of Tenant) by merger, consolidation or sale of substantially all ofthe assets of Tenant.  For purposes ofthis definition, “control” of a Person means the power, direct or indirect, tovote more than 50% of the securities (or other ownership interests) havingvoting power for the election of directors or managers (in the case of alimited liability company) of the Person.

 

“TenantImprovements Costs” means all costs of designing and performing the TenantImprovements Work, all costs of telephone and data cabling for the Premises.

 

“TenantImprovements Plans” means the plans and specifications for the TenantImprovements Work, to be prepared and adopted as provided in Section 3.1(a),as the same may be modified from time to time pursuant to the terms of thisLease.

 

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“TenantImprovements Work” means the work to be performed by Tenant pursuant to theTenant Improvements Plans.

 

“Tenant’sElectricity Costs” has the meaning set forth in Item 10 of theSummary of Basic Terms.

 

**ARTICLE II**

**LEASE OF PREMISES**

 

Section 2.1  Lease of the Premises.  Landlord hereby leases the Premises toTenant, and Tenant hereby leases the Premises from Landlord, on and subject tothe terms and conditions of this Lease, and subject to and with the benefits ofall zoning ordinances and easements, covenants, conditions, restrictions andother matters of record applicable or appurtenant to the Land.  Throughout the Lease Term, Tenant shall havethe exclusive right to use all closed circuit television systems, elevators,lobbies, hallways, corridors, stairwells and mechanical systems, utilities andloading docks serving the Premises and all other ancillary facilities.  This Lease is effective as of the date ofthis Lease, and Tenant may commence occupancy of the Premises on theCommencement Date, however, rental payments due hereunder shall commence on theRent Commencement Date.  From and afterthe Commencement Date, Tenant shall have 24 hour access to the Premises, theOutside Areas and the Parking Areas, subject to the terms of this Lease.

 

Section 2.2  Outside Areas.  The Premises are leased with the benefit ofthe exclusive right to use the Outside Areas for purposes consistent with thePermitted Use and in accordance with Legal Requirements.

 

Section 2.3  Parking.  Without limiting the generality of Section 2.2,Tenant’s Invitees shall have the right to park passenger automobiles in theParking Area.

 

Section 2.4 Lease Term; Extension Option.

 

(a)           The Lease Termshall commence at 12:01 a.m. on the Commencement Date and shall end at11:59 p.m. on the last day of the seventh (7th) Lease Year.

 

(b)           Provided anEvent of Default does not then exist, Tenant shall have the right to extend theLease Term for one (1) period of five (5) years by giving Landlordwritten notice specifying such extension, which notice must be received byLandlord not earlier than twelve (12) months, nor later than six (6) months,prior to the expiration of the Initial Term. If such extension becomes effective, the Lease Term shall beautomatically extended upon the same terms and conditions as were applicable tothe Initial Term, except that (i) Base Rent for the Extension Term shallbe the amount set forth for the applicable periods set forth in Item 9of the Summary of Basic Terms, and (ii) there shall be no further right toextend or renew the Lease Term beyond the Extension Term.

 

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Section 2.5 Security Deposit.

 

(a)           Simultaneouslywith the execution and delivery of this Lease, Tenant shall deliver to Landlordthe Security Deposit in cash or immediately available funds.

 

(b)           The SecurityDeposit is security for the faithful performance and observance by Tenant ofthe terms and conditions of this Lease and is not an advance payment ofrent.  If an Event of Default occurs,Landlord may use, apply or retain all or any part of the Security Deposit tothe extent required for payment of any Base Rent or any other sum as to whichTenant is in default or for any sum which Landlord may expend or may berequired to expend by reason of the occurrence of an Event of Default,including, but not limited to, any damage or deficiency accrued before or aftersummary proceedings or other re-entry by Landlord, including the costs of suchproceeding or re-entry and further including, without limitation, reasonableattorneys’ fees.  If an Event of Defaultoccurs, Landlord shall have the right to apply the Security Deposit, or anypart thereof, as aforesaid, without additional notice and without prejudice toany other remedy or remedies which Landlord may have, or Landlord may pursueany other such remedy or remedies in lieu of applying the Security Deposit orany part thereof.  No interest shall bepayable on the Security Deposit and Landlord shall have the right to comminglethe Security Deposit with other funds of Landlord.  If Landlord applies the Security Deposit inwhole or in part, Tenant shall immediately upon demand pay to Landlord theamount so applied to restore the Security Deposit to its original amount.  In the event of a sale or other transfer ofLandlord’s Property, or leasing of Landlord’s Property subject to Tenant’stenancy hereunder, Landlord shall transfer the Security Deposit then remainingto the vendee or lessee, in which event Landlord shall thereupon be releasedfrom all liability for the return of such Security Deposit to Tenant; andTenant shall look solely to the new landlord for the return of the SecurityDeposit then remaining.  The holder ofany mortgage on Landlord’s Property shall not be responsible to Tenant for theSecurity Deposit or its application or return unless the Security Deposit shallactually have been received by such holder. Tenant shall not assign or encumber or attempt to assign or encumber theSecurity Deposit, and Landlord shall not be bound by any such assignment,encumbrance, attempted assignment or attempted encumbrance.

 

Section 2.6  Intentionally Deleted.

 

Section 2.7  Lease Amendment.  If, pursuant to Sections 8.1 or 11.1or any other provision of this Lease, there results a change in any of theterms or amounts in the Summary of Basic Terms then in effect, Landlord andTenant will promptly execute a written amendment of the Summary of Basic Terms,substituting the changed terms and recomputed amounts in lieu of each of theapplicable terms and amounts then in effect which have been changed.  As of the effective date of the amendment ofthe Summary of Basic Terms, the changed terms (and recomputed amounts) will beeffective for all purposes of this Lease, and the amended and restated Summaryof Basic Terms will be a part of, and incorporated into, this Lease.

 

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**ARTICLEIII**

##### **WORK; SIGNS**

##### ** **

Section 3.1  TenantImprovements Work. Tenant shall design and perform the Tenant Improvements Work, and theTenant Improvements Costs shall be borne by Tenant.

 

(a)           TenantImprovements Plans.  Tenant shallprepare or cause to be prepared, and shall submit to Landlord for review andapproval the Tenant Improvements Plans. Within ten (10) Business Days after receipt of the TenantImprovements Plans, Landlord shall, by written notice to Tenant, approve ordisapprove the Tenant Improvements Plans, and if Landlord fails to respondwithin such ten (10) Business Day period, Landlord will be deemed to havedisapproved the Tenant Improvements Plans. Landlord will not unreasonably disapprove proposed Tenant ImprovementsPlans, provided, however, it shall not be unreasonable for the Landlord towithhold its consent and/or disapprove plans that may, in the Landlord’sreasonable discretion have a material adverse effect on the value of theLandlord’s Property.  In any disapprovalof Tenant Improvements Plans, Landlord shall specify in reasonable detail therespects in which the Tenant Improvements Plans are not satisfactory toLandlord and the changes which Landlord desires in order that the TenantImprovements Plans will be satisfactory to Landlord.  After receiving any such notice ofdisapproval from Landlord with respect to the Tenant Improvements Plans, Tenantwill revise the Tenant Improvements Plans as reasonably requested by Landlordand will resubmit the revised Tenant Improvements Plans to Landlord for reviewand approval in accordance with the procedures set forth above.  After approval of the Tenant ImprovementsPlans by Landlord, Tenant may make changes to the Tenant Improvements Plansonly with the prior written approval of Landlord, which approval shall not beunreasonably withheld, conditioned or delayed; provided that if such changesare minor in nature and do not affect the structural elements or mechanicalsystems of the Building, Landlord’s approval shall not be required.  Upon approval of the Tenant ImprovementsPlans, a list identifying the approved Tenant Improvements Plans shall beattached as Exhibit B to this Lease.  Tenant shall be fully responsible forcompliance of the Tenant Improvements Plans with all Legal Requirements and forassuring that the Tenant Improvements Plans provide for Tenant ImprovementsWork that will comply with all Legal Requirements and will satisfy Tenant’srequirements.  Landlord’s approval of theTenant Improvements Plans shall not constitute a certification, representationor warranty by Landlord that the Tenant Improvements Plans are adequate,complete or in compliance with Legal Requirements.

 

(b)           Performance ofTenant Improvements Work.  Tenantshall perform the Tenant Improvements Work diligently and continuously, in agood and workmanlike manner, in accordance with the Tenant Improvements Plans,and in compliance with all Legal Requirements. The contractor(s) performing the Tenant Improvements Work shall besubject to the prior written approval of Landlord, which approval shall not beunreasonably withheld, conditioned or delayed and if Landlord does not respondwithin five (5) Business Days of receiving notice of Tenant’s contractorselection, then such contractor shall be deemed to be approved by Landlord. Ifthe amount of work to be performed exceeds $250,000 Landlord may require thatsuch contractor shall provide a performance and payment bond covering the workto be performed by such contractor. Landlord may, at Landlord’s cost, conductsuch inspections of the Tenant Improvements Work as Landlord, in its solediscretion, determines.  All such

 

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inspections and reviews are for the sole benefit of Landlord, andLandlord shall have no liability or obligation to Tenant or any other Personwith respect to the Tenant Improvements Work.

 

Section 3.2  Delivery.  At such time that this Lease becomes bindingon Landlord as provided in Section 13.10, Landlord shall deliverthe Premises to Tenant for the purpose of planning and performing the TenantImprovements Work in the same condition that is in on the date hereof.

 

Section 3.3  IntentionallyDeleted.

 

Section 3.4  IntentionallyDeleted.

 

Section 3.5  Signs.  Tenant shall have the right, subject to LegalRequirements, to erect signs identifying Tenant on the exterior façade of theBuilding and monument signs identifying Tenant at the entrance to Landlord’sProperty.  Except for the exterior signspermitted pursuant to the above provisions of this Section, Tenant shall noterect any signs which are visible from the exterior of the Building.  Tenant shall not erect signs except incompliance with all Legal Requirements. Tenant shall be solely responsible for confirming that any proposed signis in compliance with all Legal Requirements. All costs of obtaining permits and approvals, creating, installing,illuminating, maintaining, repairing, and/or replacing Tenant’s exterior signsshall be paid by Tenant.  Tenant shallmaintain its exterior signs in good repair and condition.  At the end of the Lease Term or earliertermination of this Lease, Tenant shall promptly remove Tenant’s signs andrestore all damage related to the installation, existence and/or removal ofsuch signs.

 

**ARTICLE IV**

**BASE RENT;TENANT’S COSTS**

 

Section 4.1  Base Rent.

 

(a)           Tenant shall payBase Rent to Landlord for the Initial Term and the Extension Term (if theTenant elects to extend the Lease Term beyond the Initial Term) the amounts setforth in Item 9 of the Summary of Basic Terms.

 

(b)           Base Rent for eachLease Year shall be payable in equal monthly installments and shall be paidwithout offset for any reason, in advance, on the first day of each calendarmonth during the Lease Term commencing on the Rent Commencement Date.  If the Rent Commencement Date is not on thefirst day of a calendar month, Tenant shall pay, on or before the RentCommencement Date, a proportionate part of the Base Rent for the month in whichthe Rent Commencement Date occurs based upon the annual Base Rent applicable tothe first Lease Year, divided by three hundred sixty (360) and then multipliedby the number of days in such month (including the Rent Commencement Date)included in the Lease Term.  Base Rentshall be paid by an “electronic funds transfer” system arranged by and amongTenant, Tenant’s bank and Landlord, or in such other manner as Landlord shallfrom time to time designate in writing. The parties acknowledge and agree that the obligations owing by Tenantunder this Section 4.1 are rent reserved under this Lease, for allpurposes hereunder, and are rent reserved

 

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within the meaning of Section 502(b)(6) of the BankruptcyCode or any successor provision thereto.

 

Section 4.2  IntentionallyDeleted.

 

Section 4.3  Taxes.

 

(a)           Tenant shall pay allTaxes during the Initial Term and the Extension Term, if any, which relate tothe period during which the Tenant occupied the Landlord’s Property prior to orwhen the same shall become due and payable and shall provide Landlord withevidence of such payment.

 

(b)           If the CommencementDate is not on July 1, or the expiration or termination of this Lease isnot on June 30, Tenant’s obligation in respect of Taxes shall beprorated.  If the final tax bill for theTax Fiscal Year in which such expiration or termination of this Lease occurs,then within thirty (30) days after the receipt of the tax bill for such TaxFiscal Year, Landlord and Tenant shall make appropriate adjustments ofestimated payments.

 

(c)           Without limiting thegenerality of the foregoing, Tenant shall pay all rent and personal propertytaxes attributable to its signs or any other personal property including butnot limited to its trade fixtures, the existing or any future floor coverings,wall treatments and light fixtures in the Premises.

 

Section 4.4  Insurance Costs.  Tenant shall pay to all Insurance Costsduring the Initial Term and the Extension Term, if any, which relate to theperiod during which the Tenant occupied the Landlord’s Property prior to orwhen the same become due and payable and shall provide Landlord with evidenceof such payments.

 

Section 4.5  Operating Costs.  Tenant shall pay all Operating Costs duringthe Initial Term and the Extension Term, if any, which relate to the periodduring which the Tenant occupied the Landlord’s Property.

 

Section 4.6  Payment forElectricity. Electric service for lights and plugs in the Premises shall beseparately metered, and Tenant shall pay Tenant’s Electricity Costs directly tothe utility provider as due and payable.

 

Section 4.7 Intentionally Deleted.

 

**ARTICLE V**

**USE OFPREMISES**

 

Section 5.1  Permitted Use.  Tenant shall use and occupy the Premises onlyfor the Permitted Use.

 

Section 5.2  Restrictions onUse.  Tenantshall use the Landlord’s Property in a careful, safe and proper manner, shallnot commit or suffer any waste on or about Landlord’s Property,

 

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and shall not make any use of Landlord’s Property which is prohibitedby or contrary to any Legal Requirements, or which would cause a public orprivate nuisance.  Tenant shall complywith and obey all Legal Requirements which in any way affect the use ofLandlord’s Property.  Tenant, at its ownexpense, shall obtain any and all permits, approvals and licenses necessary foruse of the Premises.  Tenant shall notoverload the floors or other structural parts of the Building; and shall notcommit or suffer any illegal act or thing on Landlord’s Property.  Tenant shall cause any fire lanes located onLandlord’s Property to be kept free of all parking associated with its businessor occupancy and in compliance with all applicable regulations.

 

Section 5.3  Hazardous Materials.

 

(a)           Tenant (i) willnot conduct any activity on the Landlord’s Property that will use or produceany Hazardous Materials, except for such activities that are part of theordinary course of Tenant’s business activities and conducted in accordancewith all Environmental Laws; (ii) will not use the Landlord’s Property in anymanner for the storage of any Hazardous Materials except for storage of suchmaterials that are used in the ordinary course of Tenant’s business andproperly stored in a manner and location satisfying all Environmental Laws; (iii) willnot install any underground tanks of any type; and (iv) will not permitany Hazardous Materials to be brought onto the Landlord’s Property, except inthe ordinary course of Tenant’s business and in compliance with allEnvironmental Laws.  If any HazardousMaterials are brought or found on the Landlord’s Property in violation ofEnvironmental Laws and/or in violation of the above provisions of this Section,the same shall be immediately removed by Tenant, with proper disposal, and allrequired cleanup procedures shall be diligently undertaken pursuant to allEnvironmental Laws.  If at any timeduring or after the Lease Term, the Landlord’s Property is found to be socontaminated or subject to such conditions then the Tenant shall defend, indemnify and hold Landlord harmless fromall claims, demands, actions, liabilities, costs, expenses, damages andobligations of any nature arising from or as a result of the use of theLandlord’s Property  by Tenant or TenantInvitees under Tenant’s direction, whether such use occurred prior to the saleby the Tenant to the Landlord of the Landlord’s Property or during the Term ofthis Lease.  Tenant will maintain on thePremises a list of all materials stored at the Premises for which a materialsafety data sheet (an “MSDS”) was issued by the producers ormanufacturers thereof, together with copies of the MSDS’s for such materials,and shall deliver such list and MSDS copies to Landlord upon Landlord’s requesttherefor.  Except for Hazardous Materialsthat existed in or on the Premises prior to Tenant’s occupancy thereof, Tenantshall remove all Hazardous Materials from the Premises in a manner acceptableto Landlord before the earlier of the date Tenant vacates the Premises and thedate Tenant’s right to possess the Premises ends.  Landlord may enter the Premises and conductenvironmental inspections and tests therein as it may require from time totime, provided that Landlord shall use reasonable efforts to minimize theinterference with Tenant’s business. Such inspections and tests shall be conducted at Landlord’s expense,unless they reveal the presence of Hazardous Materials in violation of theabove provisions of this Section or that Tenant has not complied with therequirements of this Section, in which case Tenant shall reimburse Landlord forthe cost thereof within ten days after Landlord’s request therefor.

 

Section 5.4  RooftopEquipment.  Atno additional rent to Tenant, but otherwise at Tenant’s cost, Tenant shall havethe right to install and maintain Rooftop Equipment on the roof

 

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of the Building for Tenant’s use in connection with Tenant’s business(provided that Tenant shall not be permitted to make any alterations orinstallations which, in Landlord’s reasonable judgment, could invalidate orotherwise adversely affect any roof warranty or materially affect the integrityof the roof structure), subject to (a) Legal Requirements, (b) theterms and conditions of this Lease (including, but not limited to, Section 5.2and Article VII), and (c) Landlord’s written approval (whichapproval shall not be unreasonably conditioned, withheld or delayed) of thesize and location of such Rooftop Equipment, together with the plans andspecifications therefor, if Landlord does not respond to such request forapproval within five (5) Business Days of receiving the same then Landlordshall have been deemed to disapprove such matter.  Tenant may use the Building’s risers,conduits and towers for the purpose of installing cabling from the Rooftop Equipmentto the interior of the Premises, subject to reasonable space limitations and toLandlord’s reasonable requirements for the use of such areas.  Tenant shall have access to the roof of theBuilding for the purpose of installing, using, maintaining, repairing andreplacing Rooftop Equipment, subject to Landlord’s reasonablerequirements.  Tenant shall not allow anythird parties to use any Rooftop Equipment installed by Tenant. Tenant shall beresponsible to repair any damage caused to the roof system by the installation,use and/or removal of such Rooftop Equipment.

 

Section 5.5  Generator.  Tenant shall have the right to use theexisting generator serving the Building for its intended purposes and, atTenant’s option and cost, to replace the existing generator with anothergenerator.  If Tenant installs areplacement generator, the replacement generator shall be the property ofLandlord.

 

**ARTICLE VI**

**LANDLORD’SOBLIGATIONS**

 

Section 6.1  Landlord’sObligations. Landlord shall keep in good condition and repair the structural elementsof the Building, including the roof, the walls and the subfloors of theBuilding. Notwithstanding the foregoing, the Tenant shall be obligated torepair and/or replace any damage to the structural components of the Building causedby the acts, actions and/or omissions of the Tenant, its employees, agents,representatives and Invitees.

 

Section 6.2  ExtraordinaryUse.  Except forLandlord’s Obligations set forth in Section 6.1, Landlord shallhave no obligation to make the Landlord’s Property suitable for Tenant’s useand tenant accepts the Landlord’s Property in an “AS IS” condition.  Any additional capacity or structural supportwhich may be necessary and/or appropriate in connection with the conduct ofTenant’s business and/or Tenant’s use of the Premises shall be installed andmaintained at the sole cost and expense of Tenant subject to, and in accordancewith, the applicable provisions of this Lease.

 

Section 6.3  Interruption;Delay.  Landlordshall have no responsibility or liability for failure or interruption of anysuch repairs or services referred to in this Article VI, or for anyinterruption in utility services, caused by breakage, accident, strikes,repairs, inability after exercise of reasonable diligence to obtain supplies orotherwise furnish services, or for any cause or causes beyond the reasonablecontrol of Landlord (but Landlord, in respect of those matters for whichLandlord is responsible, will use reasonable efforts to restore such servicesor make such repairs as soon as possible); and failure or omission on the partof  Landlord to furnish such

 

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service or make such repair shall not be construed as an eviction ofTenant, nor render Landlord liable in damages, nor entitle Tenant to anabatement of Base Rent, nor release Tenant from the obligation to fulfill anyof its covenants under this Lease, except as provided in Articles X and XIwith respect to eminent domain and damage by fire or other casualty.  Notwithstanding anything to the contrarycontained in this Lease, to the extent that any interruption, deprivation orreduction in utility or building services to the Premises is caused by Landlord’sor its agents’, employees’ or contractors’ negligence or willful misconduct,Landlord’s responsibility and Tenant’s remedy shall be limited to an abatementin Base Rent for the period beginning with the day which is three (3) consecutiveBusiness Days after the date on which Tenant delivers notice to Landlord of suchinterruption, deprivation or reduction and the extent to which Tenant is beingdeprived of reasonable use of the Premises, and ending on the date suchinterruption, deprivation or reduction which is Landlord’s responsibilityceases.

 

Section 6.4 Intentionally Deleted.

 

Section 6.5  Indemnificationby Landlord. Landlord shall indemnify, defend, save and hold harmless Tenant from andagainst all claims, proceedings, defenses thereof, liabilities, costs, andexpenses of any kind and nature, including legal fees, arising from thenegligence or willful misconduct of Landlord, its agents, contractors oremployees, except to the extent the same is caused or contributed to by thenegligence of Tenant or any of Tenant’s Invitees.  This indemnification and hold harmlessagreement shall survive the termination of this Lease.

 

**ARTICLEVII**

**CERTAINOBLIGATIONS OF TENANT**

 

Section 7.1  Rent.  Tenant will promptly pay the Base Rent at thetime and in the manner provided for in this Lease.

 

Section 7.2  Utilities.  Tenant shall pay Tenant’s Electricity Costsdirectly to the utility provider as provided in Section 4.6.  Except for Tenant’s Electricity Costs, andcharges for telephone, cable and internet service, the charges for publicutility services shall be included in Operating Costs.  Tenant’s use of electricity shall neverexceed the capacity of the feeders, risers and wiring installations in theBuilding.  Without limiting theforegoing, Tenant shall not connect to the electrical distribution system anythingother than normal office equipment. Tenant shall not make or perform any alterations to wiring,installations, lighting fixtures or other electrical facilities in any mannerwithout the prior written consent of Landlord, which consent shall not beunreasonably withheld, if Landlord does not respond to such request for consentwithin five (5) days of receiving the same then Landlord shall have beendeemed to have consented to such matter. Any risers or wiring to meet Tenant’s excess electrical requirements, ifrequested by Tenant and approved by Landlord, will be installed by Landlord atTenant’s expense.

 

Section 7.3  No Waste.  Tenant shall not overload, damage or defacethe Premises nor shall it suffer or permit the same to be done, nor shall itcommit any waste.

 

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Section 7.4  Maintenance and Repairs.

 

(a)           Tenant will, at itscost and expense, keep the Landlord’s Property neat and clean and maintain thesame in good condition and repair ordinary wear and tear excepted and will makeall replacements and repairs thereto as required pursuant to the terms of thisLease.  There is excepted from Tenant’sobligations under this Section 7.4 only (a) damage due to fireor other casualty, (b) taking by eminent domain and (c) repairs andwork which are otherwise the specific responsibility of Landlordhereunder.  At the end of the Lease Termor sooner termination of this Lease, Tenant shall peaceably surrender anddeliver up the Premises to Landlord, broom clean, with all utilities safelycapped, and in good condition and repair, reasonable wear and tear and damageby casualty and taking by eminent domain excepted, and removing all signs andlettering and all trade fixtures, personal property, goods and effectsbelonging to Tenant or anyone claiming through or under Tenant.  Tenant shall cause all maintenance and repairwork to conform to Legal Requirements. Tenant shall keep the Premises clear of all filth, trash and refuse andshall furnish all janitorial services and supplies necessary for thispurpose.  If at any time there exists anEvent of Default as to Tenant’s obligations under the above provisions of this Section 7.4,then Landlord will have the right (but not the obligation), without waiving anysuch Event of Default by Tenant, to cause such obligations to be performed uponnot less than three (3) days’ prior written notice to Tenant (or a shorterperiod of prior written notice, or a contemporaneous written notice, ifappropriate in Landlord’s judgment in light of the nature of Tenant’sobligations to be performed), and if Landlord causes any of such obligations tobe performed, the costs and expenses reasonably incurred by Landlord inconnection therewith shall be due and payable by Tenant to Landlord upondemand.  Notwithstanding any provision ofthis Lease to the contrary, Tenant shall not be required to remove any of theTenant Improvements Work at the end of the Lease Term.

 

(b)           Tenant shall keepany and all Rooftop Equipment neat and clean and maintain any and all RooftopEquipment in good repair and condition. At the end of the Lease Term or sooner termination of this Lease, Tenantshall not be required to remove the Rooftop Equipment.

 

Section 7.5  Alterations byTenant.  Tenantwill not make any change in, or addition to, the Landlord’s Property withoutfirst obtaining, on each occasion, Landlord’s consent in writing, which consentshall not be unreasonably withheld, conditioned or delayed (if Landlord doesnot respond to such request for consent within five (5) business days ofreceiving the same then Landlord shall have been deemed to have  not consented to such matter), and then onlyat Tenant’s expense, and in a lawful manner subject to (a) maintenance ofinsurance in form and substance satisfactory to Landlord and (b) compliancewith Sections 7.9 and 7.11; provided that Tenant may, upon prior writtennotice to, but without the requirement of consent of, Landlord, makealterations which are purely cosmetic in nature, such as paint, wallcovering,carpeting and the like, regardless of cost (“Permitted Alterations”).  Any such alteration or addition shall beconsistent with the Permitted Use and shall be made only after duly obtaining(and providing to Landlord copies of) all required permits and licenses fromall governmental authorities.  Tenantwill deliver to Landlord in writing a schedule setting forth the details andlocation of all such proposed alterations or additions and detailed plans andspecifications.  The contractor(s) performingthe work other than Permitted Alterations shall be subject to Landlord’sapproval,

 

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which shall not be unreasonably withheld, conditioned or delayed and ifLandlord does not respond to such request for consent within five (5) daysof receiving the same then Landlord shall have been deemed to have consented tosuch matter.  All approved repairs,installations, alterations, additions or other improvements made by Tenantshall be made in a good and workmanlike manner and in accordance with LegalRequirements and any plans and specifications approved by the Landlord, ifapplicable.  Tenant agrees not toconstruct or permit the installation of partitions and/or other obstructions inthe Premises which might interfere with Landlord’s free access to the Premisesor Building, or impede the free flow of air to and from air vents and otherportions of the HVAC systems in the Building. Except as herein otherwise provided, all installations, alterations,additions or improvements in or to the Premises shall become the property ofLandlord and shall remain upon, and be surrendered with, the Premises at theend of the Lease Term or sooner termination of this Lease.

 

Section 7.6  Trade Fixturesand Equipment. Any trade fixtures installed in, or attached to, the Premises by, and atthe expense of, Tenant, and any Rooftop Equipment, shall remain the property ofTenant.  Tenant shall have the right, atany time and from time to time during the Lease Term, to remove any and all ofits trade fixtures, which it may have installed in, or attached to, thePremises, during the Lease Term, and any Rooftop Equipment.  In addition, at the end of the Lease Term orsooner termination of this Lease, Tenant may remove some or all of Tenant’strade fixtures and Rooftop Equipment.  Ifat any time that Tenant removes any of its trade fixtures or Rooftop Equipment,Tenant shall promptly repair Landlord’s Property as a result of any damage to,or destruction of, Landlord’s Property caused by such removal.

 

Section 7.7  Compliance withLaws.  Tenant,in its use of the Landlord’s Property and at its sole expense, shall complywith all Legal Requirements, including, without limitation, all LegalRequirements related to the use, storage, discharge, release, removal or existenceof Hazardous Materials.  Tenant agreesthat the Landlord’s Property shall be kept in a sanitary and safe condition inaccordance with all Legal Requirements. And in accordance with the provisionsof this Lease.

 

Section 7.8  Contents atTenant’s Risk. All inventory, equipment, goods, merchandise, furniture, fixtures andproperty of every kind which may be on or about the Premises, and all RooftopEquipment, shall be at the sole risk and hazard of Tenant, and if the whole orany part thereof shall be destroyed or damaged by fire, water or otherwise, orby the use or abuse of water or by the leaking or bursting of water pipes, orby rising water, or by roof or other structural leak, or by loss of electricalservice, or in any other way or manner, no part of such loss or damage shall becharged to or borne by Landlord in any case whatsoever, except that theforegoing shall not exculpate the Landlord from liability for its own negligentacts or omissions.  Tenant agrees tomaintain full and adequate insurance coverage on all of its property at thePremises and in the remainder of Landlord’s Property, including physicaldamage, theft and business interruption insurance, or Tenant shall be aself-insurer thereof, in which case Tenant shall so advise Landlord in writingand shall be fully responsible for all such damage, and shall indemnify andsave harmless Landlord from any loss, cost, expense, damage or liabilityresulting from Tenant’s failure to have such insurance as required in thisLease.  Such insurance on Tenant’sproperty shall contain a waiver of subrogation clause in favor of Landlord, orshall name Landlord as an additional insured for the sole purpose of preventinga subrogation claim against Landlord.  If

 

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Tenant is a self-insurer, in whole or in part, Landlord shall beentitled to the same benefits it would have enjoyed had insurance covering theloss in full with a waiver of subrogation clause been in effect, or as if theLandlord has been named on insurance covering the loss in full as an additionalinsured for the purpose of preventing a subrogation claim.

 

Section 7.9  Exoneration; Indemnification and Insurance.

 

(a)           Tenant willexonerate, indemnify, defend, save and hold harmless Landlord (and any and allPersons claiming by, through or under Landlord) from and against allliabilities and claims for personal injury and property damage, and costs andexpenses, including legal fees, in connection therewith arising from anynegligence of Tenant or any of Tenant’s Invitees, or arising from any accident,injury or damage occurring in, on or about Landlord’s Property, which suchaccident, damage or injury results from the acts, actions, omissions,negligence or misconduct on the part of Tenant or any of Tenant’s Invitees;provided that the above provisions of this sentence shall not exculpateLandlord from its own negligence or that of Landlord’s Invitees.  This exoneration, indemnification and holdharmless agreement shall survive the termination of this Lease.

 

(b)           During the LeaseTerm and any period of holding over, Tenant shall maintain in full force andeffect a policy of commercial general liability insurance under which Landlord(and its designees) and Landlord’s mortgagee(s) are named as additionalinsureds.  Each such policy shall benon-cancelable with respect to Landlord without thirty (30) days prior writtennotice to Landlord, and Tenant shall deliver to Landlord prior to any pre-termoccupancy and thereafter at least thirty (30) days prior to the expiration ofany then effective coverage a satisfactory written certificate of insurancecoverages or the renewal or replacement of such coverages.  The minimum limits of liability of suchinsurance shall be $2,000,000.00 combined single limits for bodily injury andproperty damage, each occurrence, and $2,000,000.00 limits for personal injury,together with an overall umbrella coverage of an additional $5,000,000.00,subject to adjustment from time to time during the Lease Term as reasonably requiredby Landlord consistent with limits for liability insurance customarilymaintained on properties of comparable type and character in the Providence,Rhode Island area.  Any contractorengaged by Tenant to do any work at or furnish any materials to be incorporatedinto the Premises shall deliver to Landlord evidence of the contractor’scommercial general liability insurance, worker’s compensation insurance andautomobile insurance each reasonably acceptable to Landlord, and if requestedby the Landlord for work having an aggregate value in excess of $250,000,payment and performance bonds.

 

(c)           Tenant shallmaintain in full force and effect fire, casualty and extended coverageinsurance, with replacement cost coverage, with respect to the improvements tothe Premises constructed by Tenant pursuant to Section 3.1 or Section 7.5.  Tenant shall provide Landlord with acertificate evidencing such insurance and containing a provision that the samemay not be canceled without thirty (30) days’ prior written notice to Landlordand Landlord’s lender, and Tenant shall provide Landlord and Landlord’s lenderwith such a certificate prior to the Commencement Date and thereafter at leastthirty (30) days prior to the expiration of any such coverage. The obligationsof the Tenant set forth herein shall be in addition to the obligations of theTenant to pay the Insurance Costs as set forth in Section 4.4 of thisLease.

 

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(d)           All insurancerequirements imposed upon Tenant or its contractors under this Lease shall besubject to the requirements that the forms of coverage be reasonably acceptableto Landlord and that the insurers providing the insurance be licensed in theState of Rhode Island, be in sound financial condition, carry an A or betterBest’s rating, and be reasonably acceptable to Landlord.

 

Section 7.10  Landlord’sAccess. Landlord and its representatives shall have the right without charge toit and without reduction in Base Rent, upon reasonable prior notice, atreasonable times and in such manner as shall not unreasonably interfere withTenant’s business, to enter the Premises for the purposes of showing thePremises to prospective purchasers, tenants (during the last twelve (12) monthsof the Lease Term) and lenders and investigating repair or maintenance problemsand making such repairs or changes as Landlord is required or permitted to makehereunder.  In case of an emergency,whether resulting from circumstances in the Premises or elsewhere on Landlord’sProperty, Landlord or its representatives may enter the Premises (forcibly, ifnecessary, provided Landlord shall be responsible for any damage causedthereby) at any time to take such measures as may be needed to cope with suchemergency.

 

Section 7.11  No Liens.  Tenant shall not permit any mechanics’,laborers’ or materialmen’s liens to stand against Landlord’s Property or Tenant’sinterest in the Premises, this Lease, or the estate created hereby for anylabor or materials furnished to Tenant or claimed to have been furnished toTenant in connection with work of any character performed or claimed to havebeen performed in or on the Premises by or at the direction or sufferance ofTenant.  Landlord may condition the rightof Tenant to do any work which could result in a lien upon Landlord’s Propertyor Tenant’s interests in the Premises, this Lease, or the estate created herebyon the delivery and recording of statutory lien bonds or indemnitiessatisfactory to Landlord.

 

Section 7.12  TenantServices.  Landlordshall furnish or cause to be furnished to the Building the services set forthbelow, subject to the conditions stated in this Lease.

 

(a)           Water and Sewer.  Cold and hot water at standard Buildingtemperatures will be available for ordinary drinking, cleaning, sanitary andlavatory purposes.

 

(b)           Elevators.  Tenant will maintain any elevators in theBuilding.

 

(c)           Outside Areas.  Tenant shall maintain and keep the OutsideAreas in good condition and repair. Tenant’s maintenance responsibilities with respect to the Outside Areasshall include landscaping, lighting and snow removal.

 

(d)           Taxes.  Tenant shall pay all Taxes levied upon orwith respect to the Landlord’s Property. Tenant shall have the right to file abatements of Taxes in the mannerrequired by applicable law, and shall be entitled to all of the awards onaccount hereof.  Landlord shallreasonably cooperate with Tenant in connection with any such abatement filing,if an to the extent requested by Tenant.

 

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(e)           Insurance.  Tenant shall procure and maintain in fullforce and effect fire, casualty and extended coverage insurance with respect toLandlord’s Property, with vandalism and malicious mischief endorsements,liability insurance with respect to Landlord’s Property, rent loss insuranceand such other insurance on or with respect to Landlord’s Property as Landlordreasonably determines to be necessary, appropriate and/or desirable or isrequired by Landlord’s lender, all with such limits of coverage as Landlord orLandlord’s lender may deem necessary, appropriate and/or desirable and Tenantshall provide Landlord with a certificate evidencing such insurance andcontaining a provision that the same may not be canceled without thirty (30)days’ prior written notice to Landlord and Landlord’s lender, and Tenant shallprovide Landlord and Landlord’s lender with such a certificate prior to theCommencement Date and thereafter at least thirty (30) days prior to theexpiration of any such coverage. The Tenant shall also comply with and pay theInsurance Costs in accordance with Section 4.4 of this Lease.

 

**ARTICLEVIII**

**SUBLETTINGAND ASSIGNMENT**

 

Section 8.1  Subletting and Assignment

 

(a)           Except as set forth in Section 8.1(b),Tenant shall not assign, mortgage, pledge or encumber this Lease nor sublet allor any part of the Premises, nor permit or allow the use of all or any part ofthe Premises by third party users, such as concessionaires, without, on eachoccasion, obtaining Landlord’s written consent thereto, which consent shall notbe unreasonably withheld, conditioned or delayed and if Landlord does notrespond to such request for consent within fifteen (15) Business Days ofreceiving the same then Landlord shall have been deemed to have consented tosuch matter.  In connection with aproposed sublease or assignment for which Tenant requests Landlord’s consentpursuant to this Section 8.1(a), Tenant shall furnish to Landlord (i) acopy of the proposed sublease or assignment (or, if the proposed sublease orassignment has not yet been negotiated, a summary of the material businessterms of the sublease or assignment), (ii) financial and other informationabout the subtenant or assignee, and the proposed use of the Premises by thesubtenant or assignee, as reasonably requested by Landlord to assess thecreditworthiness of the subtenant or assignee, to determine whether thesubtenant or assignee, and its proposed use, is of a character consistent withthe operation of a building of the type and character of the Building, and todetermine whether the proposed use of the subtenant or assignee is a PermittedUse.  In the event Landlord fails torespond to a request for consent pursuant to this Section 8.1(a) withinfifteen (15) Business Days after Tenant’s request and the furnishing of theinformation set forth above, Landlord shall be deemed to have consented to theproposed transaction.  Tenant shall payto Landlord all of Landlord’s reasonable expenses arising out of a proposedsublease or assignment, including, without limitation, a legal retainer in areasonable amount required by Landlord in advance of Landlord’s review of anyof Tenant’s documentation in connection therewith.  Tenant may not assign this Lease nor subletall or any part of the Premises at any time that there exists an Event ofDefault.  Any proposed sublease mustprohibit any assignment of the sublease or any sub-sublease of any portion ofthe Premises without the prior written consent of Landlord, which consent maybe granted or denied on terms consistent herewith.

 

(b)           (i)            Notwithstanding anything to thecontrary in Section 8.1(a), but subject to Section 8.1(c),Tenant may, upon at least five (5) Business Days prior written notice

 

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to, but without the requirement of consentby, Landlord, sublease all or any portion of the Premises to one or more TenantAffiliates, so long as (A) Tenant furnishes to Landlord a copy of thesublease and evidence reasonably satisfactory to Landlord that the sublease ispermitted under this Section 8.1(b)(i); (B) the subtenant’sproposed use is a Permitted Use; (C) there does not then exist an Event ofDefault; (D) the sublease prohibits any assignment of the sublease or anysub-sublease of any portion of the Premises without the prior written consentof Landlord, which consent may be granted or denied on terms consistentherewith; and (E) Tenant pays all of Landlord’s reasonable expensesarising out of such sublease including, without limitation, a legal retainer ina reasonable amount specified by Landlord in advance of Landlord’s review ofany of Tenant’s documentation in connection therewith.

 

(ii)           Notwithstandinganything to the contrary in Section 8.1(a), but subject to Section 8.1(c),Tenant may, upon prior written notice to, but without the requirement ofconsent by, Landlord, assign this Lease to a Tenant Affiliate, so long as (A) withinten Business Days after such assignment, Tenant furnishes to Landlord a copy ofthe assignment and evidence reasonably satisfactory to Landlord that theassignment is permitted under this Section 8.1(b)(ii); (B) theassignee’s proposed use is a Permitted Use; (C) there does not then existan Event of Default; and (D) Tenant pays all of Landlord’s reasonableexpenses arising out of such assignment including, without limitation, a legalretainer in a reasonable amount specified by Landlord in advance of Landlord’sreview of any of Tenant’s documentation in connection therewith.

 

(c)           In the event of apermitted assignment of this Lease or sublease of all or any part of thePremises by Tenant, Tenant shall be jointly and severally liable with the newtenant for the payment of any and all Base Rent which may become due by theterms of this Lease and for the performance of all covenants, agreements andconditions on the part of Tenant to be performed hereunder.  Except in connection with an assignment orsublease involving a Tenant Affiliate, Tenant shall pay to Landlord fiftypercent (50%) of any rent received as a result of the assignment or subleasewhich exceeds the Base Rent payable hereunder on a per square foot basis, aftertaking into account the costs of the assignment or sublease (including leasingcommissions, reasonable attorneys’ fees and tenant improvements costs)amortized over the remaining Lease Term. No such assignment or sublease shall be valid or effective unless anduntil (i) the new tenant and the Tenant execute and deliver to Landlord anagreement, in commercially reasonable form submitted by Landlord and with theassignment or sublease attached, pursuant to which interalia,such new tenant (A) in the case of an assignment, assumes all of theobligations of the Tenant under this Lease, (B) agrees to execute anddeliver such estoppel certificates and subordination agreements as may bereasonably required by Landlord, (C) in the case of a sublease,acknowledges that Landlord has no obligations to new tenant under this Lease,the sublease or otherwise and (D) agrees to maintain the same insurancecoverages as the insurance coverages which Tenant is required to maintain underthis Lease and to provide evidence thereof satisfactory to Landlord whenrequested; and (ii) the new tenant delivers to Landlord evidence, in formand substance satisfactory to Landlord, of the insurance coverages required tobe maintained by such new tenant under the agreement referenced in clause (i) above.  No modification of the terms of this Lease orany course of dealing between Landlord and any assignee or sublessee of Tenant’sinterest herein shall operate to release or impair Tenant’s obligationshereunder.

 

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(d)           IntentionallyOmitted.

 

(e)           Tenant shall notenter into any arrangements with any subtenant or assignee for the purpose ofcircumventing (i) its obligation to share rents received from a subleaseor assignment or (ii) any other provisions of this Article VIII.

 

**ARTICLE IX**

**RIGHTS OFMORTGAGEES; ESTOPPEL CERTIFICATES**

 

Section 9.1  Subordinationto Mortgages. Tenant agrees that this Lease is and shall be and remain subordinate tothe lien of any present or future mortgage or mortgages upon Landlord’sProperty, irrespective of the time of execution or time of recording of anysuch mortgage or mortgages, and to all renewals, extensions, and modificationstherefor or amendments thereto; provided that as a condition to suchsubordination, the mortgagee must agree not to disturb Tenant’s possession ofthe Premises pursuant to the terms of this Lease so long as no Event of Defaultexists.  Tenant shall, upon ten (10) BusinessDays’ advance written request from Landlord or any holder of a mortgage on allor a portion of Landlord’s Property, execute and deliver an agreement to giveeffect to, or notice of, such subordination, provided that such subordinationincludes a non-disturbance agreement for the benefit of Tenant on commerciallyreasonable terms and conditions specified by the mortgagee.  Upon ten (10) Business Days’ writtenrequest from Landlord, any holder of a mortgage on Landlord’s Property or anysuccessor in interest to Landlord, whether by purchase, foreclosure, deed inlieu of foreclosure or otherwise, Tenant shall enter into an attornmentagreement, in the form reasonably requested by such party, with such party.  Without limiting the generality of the aboveprovisions of this Section 9.1, Tenant and the current mortgagee ofLandlord’s Property shall enter into a Subordination, Non-Disturbance andAttornment Agreement in a form that Tenant, Landlord and Landlord’s mortgageeacting reasonably can collectively agree to.

 

Section 9.2  IntentionallyDeleted.

 

Section 9.3  Notice toMortgagee.  Uponreceipt of a written request from Landlord or any holder of a mortgage, on allor any part of Landlord’s Property, Tenant will thereafter send any such holdercopies of all notices of default or termination given by Tenant to Landlord inaccordance with any provision of this Lease. In the event of any failure by Landlord to perform, fulfill or observeany agreement by Landlord herein or any breach by Landlord of anyrepresentation or warranty of Landlord herein, any such holder may at itselection cure such failure or breach for and on behalf of Landlord withintwenty (20) Business Days after the time provided herein for Landlord to curethe same or such longer period as may be reasonably necessary to cure thedefault.  In the event of anyinconsistency between this Section 9.3 and any similar provision ina Subordination, Non-Disturbance and Attornment Agreement entered into byTenant and any mortgagee, the provisions of the Subordination, Non-Disturbanceand Attornment Agreement shall be controlling.

 

Section 9.4  Limitations onObligations of Mortgagees and Successors. Tenantagrees that the holder of a mortgage or any successor-in-interest to any ofthem or to Landlord shall not be:

 

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(a) liable for any act or omission of Landlord under this Leaseunless such act or omission is of a continuing nature and the mortgagee(s) orsuccessor in interest to any of them has been given notice and a reasonableopportunity to cure such act or omission after it has taken possession ofLandlord’s Property; (b) subject to any offsets or defenses which Tenantmight have against Landlord under this Lease unless the matter giving rise tosuch offset or defense is of a continuing nature and the mortgagee(s) orsuccessor in interest to any of them has been given notice and a reasonableopportunity to cure such matter; (c) bound by the payment of any Base Rentwhich Tenant might have paid for more that the current month to Landlord underthe Lease; (d) bound by any amendment or modification of this Lease madewithout the prior written consent of the mortgagee or ground lessor and nototherwise permitted under the mortgage or ground lease; (e) personallyliable for any default under this Lease of any covenant or obligation on itspart to be performed, it being acknowledged that Tenant’s sole monetaryrecourse in the event of such default shall be to proceed against the interestof such mortgagee or successor-in-interest in this Lease and Landlord’sProperty; or (f) obligated to perform any of the Tenant ImprovementsWork.  Further, Tenant shall not seek toterminate this Lease by reason of any act or omission of Landlord until Tenantshall have given written notice of such act or omission to the holder of suchmortgage (at such holder’s last address furnished to Tenant) and following thegiving of such notice such holder shall have the right, but shall not beobligated, to remedy such act or omission within twenty (20) Business Daysafter the time period provided for in this Lease for Landlord to cure the sameor such longer period as may be reasonably necessary to cure the same. Tenantshall enter into a written agreement confirming the foregoing from time to timeupon written request from Landlord and/or the holder of a mortgage on Landlord’sProperty.  In the event of anyinconsistency between any Subordination, Non-Disturbance and AttornmentAgreement entered into as contemplated by Section 9.1, and theabove provisions of this Section 9.4, such Subordination,Non-Disturbance and Attornment Agreement shall control.

 

Section 9.5  EstoppelCertificates. Each party (“Responding Party”) shall, at any time and from timeto time, within ten Business Days after written request by the other party (“RequestingParty”), execute and deliver to the Requesting Party a statement in writingcertifying that (except as may be otherwise specified by the RespondingParty):  (i) this Lease is presentlyin full force and effect and unmodified; (ii) Tenant has acceptedpossession of the Premises; (iii) any improvements required by the termsof this Lease to be made by Landlord have been completed to the satisfaction ofTenant; (iv) no rent under this Lease has been paid more than 30 days inadvance of its due date; (v) the addresses for notices to be sent to theResponding Party is as set forth in this Lease or as specified in suchcertificate; (vi) Tenant has no charge, lien or claim of offset under thisLease, or otherwise, against rents or other charges due or to become duehereunder; (vii) to the best of the knowledge of the Responding Party, theResponding Party is not in default under this Lease; and (viii) such otherinformation as the Requesting Party may reasonably request about this Lease orTenant’s occupancy.

 

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**ARTICLE X**

**CASUALTY**

 

Section 10.1  Damage From Casualty.

 

(a)           If any portion ofthe Building is damaged by fire or other casualty, Tenant shall give Landlordwritten notice of such casualty promptly after Tenant becomes aware of suchcasualty.  Within forty five (45) daysafter Tenant gives Landlord written notice of such casualty, Landlord shall reasonablyestimate, and give Tenant written notice of, the period commencing with thedate of such notice (the “Restoration Period”) that Landlord anticipateswill be reasonably required to perform the restoration work which is theresponsibility of Landlord as provided below. If Landlord reasonably estimates that the Restoration Period will belonger than two hundred seventy (270) days, then either Landlord or Tenant mayterminate this Lease by giving to the other written notice of terminationwithin ten (10) days after Landlord gives Tenant written notice of suchestimate.  Such notice of terminationshall be effective on the date thereof, and if Tenant is then occupying thePremises, Tenant shall thereafter have a reasonable period of time in which tovacate the Premises.  If (i) Landlordreasonably estimates that the Restoration Period will be two hundred seventy(270) days or shorter, or (ii) Landlord reasonably estimates that theRestoration Period will be longer than two hundred seventy (270) days butneither Landlord nor Tenant exercises its right to terminate this Lease as setforth above, then this Lease shall not terminate; and in such event, Landlordshall, with reasonable dispatch, repair or rebuild the Premises tosubstantially their condition as of delivery of the Premises to Tenant(subject, however, to Legal Requirements then in existence), and Tenant shallconcurrently (to the extent practical and consistent with good constructionpractices) (i) repair and restore so much of the Premises as was theresponsibility of Tenant under this Lease and (ii) repair and restore itsfixtures and personal property.

 

(b)           If, pursuant to Section 10.1(a),Landlord is required to restore the Premises and Landlord fails tosubstantially complete such restoration within thirty (30) days after the endof the Restoration Period, subject to extension for delay beyond the reasonablecontrol of Landlord, then Tenant shall have the right to terminate this Leaseupon thirty (30) days prior written notice to Landlord.  If Landlord fails to substantially completesuch restoration work within such thirty (30) day period, then this Lease shallterminate as of such thirtieth (30th) day.

 

Section 10.2  Abatement ofRent.  In theevent that the provisions of Section 10.1 shall become applicable,the Base Rent shall be abated or reduced proportionately during any period inwhich, by reason of any such damage or destruction, there is substantialinterference with the operation of the business of Tenant in the Premises,having regard to the extent to which Tenant may be required to discontinue itsbusiness in the Premises, and such abatement or reduction shall continue (butmay be adjusted from time to time based on the extent of the interference withTenant’s operations) for the period commencing with such destruction or damageand ending with the substantial completion by Landlord of such work, repairand/or reconstruction as Landlord may do.

 

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**ARTICLE XI**

**EMINENTDOMAIN**

 

Section 11.1  EminentDomain; Right to Terminate and Abatement in Rent.  If the Premises or any part thereof, or suchportion of the Parking Areas as would cause the remaining Parking Areas to beinadequate for Tenant’s reasonable use and enjoyment of the Premises, shall betaken, or if a conveyance shall be made in anticipation thereof, for any streetor other public use, by action of the municipal, state, federal or otherauthorities, or shall receive any substantial direct or consequential damagefor which Landlord or Tenant shall be entitled to compensation by reason ofanything lawfully done in pursuance of any public authority, after theexecution hereof and before the expiration of the Lease Term, then this Leaseand the Lease Term shall terminate at the election of either Landlord or Tenant(given by written notice to the other within sixty (60) days of the taking orwithin ninety (90) days of notice of the taking to Landlord), and such electionmay be made in case of any such taking notwithstanding the entire interest ofLandlord may have been divested by such taking; and if neither party so elects,then in case of any such taking or destruction of, or damage to, the Premises,rendering the same or any part thereof unfit for use and occupation, a justproportion of the Base Rent according to the nature and extent of the injurysustained by the Premises, as agreed to by Landlord and Tenant, shall besuspended or abated until the Premises or, in case of such taking, what mayremain thereof, shall have been put in proper condition for use and occupation.  To the extent that the Premises, upon havingbeen put in proper condition for use and occupation are smaller, the Base Renthereinbefore reserved shall be reduced for the balance of the Lease Term in thesame proportion which the reduction in space bears to the original LeasableSquare Footage of the Premises.

 

Section 11.2  Restoration.  If this Lease is not terminated as providedin Section 11.1, Landlord shall apply so much of the availableproceeds of the eminent domain award as are required to restore Landlord’sProperty and the Premises to a condition, to the extent practical,substantially the same as that immediately preceding the taking, but subject toLegal Requirements then in existence. The term “available proceeds” shall mean the amount of the awardpaid to Landlord, less cost of obtaining the same (including attorneys’ feesand appraisal fees) and less the amount thereof required to be paid to amortgagee.  In the event Landlord failsto commence restoration of the Landlord’s Property and/or the Premises withinsixty (60) days after the taking, Tenant shall have the right to terminate theLease upon sixty (60) days’ prior written notice to Landlord.

 

Section 11.3  Landlord toControl Eminent Domain Action.  Landlord reserves all rights to compensationfor damage to the Premises or any part thereof, or the leasehold herebycreated, heretofore accrued or hereafter to accrue, by reason of any taking forpublic use of said Premises or any portion thereof, or right appurtenantthereto, or privilege or easement in, through, under or over the same, and byway of confirmation of the foregoing Tenant hereby assigns all rights to suchdamages heretofore accrued or hereafter accruing during the Lease Term toLandlord.  However, nothing hereincontained shall limit Tenant’s right to any separate award for the taking ofpersonal property, moving expenses, or other items the payment of which shallnot reduce the award payable to Landlord.

 

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**ARTICLEXII**

**DEFAULTAND REMEDIES**

 

Section 12.1  Event ofDefault.  Asused herein, a “Default” shall mean the occurrence and/or existence ofany one or more of the following:  (a) (i) Tenantshall fail to pay any installment of Base Rent or the Taxes, Insurance Costs orOperating Costs on or before the date on which the same becomes due andpayable, and such failure continues for fifteen (15) days after Landlord givesTenant written notice thereof; or (b) Tenant shall neglect or fail toperform or observe any of the other covenants or undertakings herein on itspart to be performed or observed and such neglect or failure shall continue forthirty (30) days after notice to Tenant; provided that if the default is otherthan a default under clause (a) above, or clauses (c) through (f) below,and is such that it cannot be cured within thirty (30) days such thirty (30)day period shall be extended for as long as may be reasonably necessary to curethe default; or (c) there is filed by Tenant any case, petition,proceeding or other action for protection, reorganization or liquidation underany Bankruptcy Law; or (d) any other proceedings shall be institutedagainst Tenant under any Bankruptcy Law and not be dismissed within one hundredtwenty (120) days; or (e) a receiver, custodian or other similar officerfor Tenant shall be appointed and not be discharged within one hundred twenty(120) days; or (f) an assignment or sublease in violation of the terms ofthis Lease.

 

Section 12.2 Landlord’s Remedies.

 

(a)           After the expirationof any cure periods set forth in Section 12.1 above, Landlord shallprovide notice thereof to Tenant and Tenant shall have (i) thirty (30)days after such notice to cure any non-payment default and if such non-paymentdefault is of a nature that it cannot be cured within thirty (30) days suchthirty (30) day period shall be extended for as long as may be reasonablynecessary to cure the default provided that Tenant commences such cure withinsuch thirty (30) day period and diligently pursues the cure thereof or (ii) ten(10) days after such notice to cure any payment defaults; provided;however, that this additional ten (10) day notice and cure period forpayment defaults shall not be available to Tenant more than two (2) timesin any twelve (12) month period.  Afterthe expiration of such second (2nd) notice and cure period, if applicable(hereafter an “Event of Default”), then at any time thereafter if such Event ofDefault is in existence then Landlord, in compliance with all LegalRequirements may pursue all legal and equitable remedies to terminate thisLease, repossess the Premises and expel Tenant and those claiming through orunder it and remove their effects without being deemed guilty of any manner oftrespass and without prejudice to any remedy which might otherwise be used forarrears of Base Rent or breach of covenant, and thereupon this Lease shallterminate and Landlord, in addition to all other remedies which it may have atlaw or equity, and not in limitation thereof, shall have the remedies providedin this Article XII.  Notermination of this Lease and/or repossession of the Premises pursuant to this Section 12.1shall relieve Tenant of its obligations under this Lease, which shall survivesuch termination or repossession.

 

(b)           From the terminationof this Lease pursuant to Section 12.2(a) through theremainder of the Lease Term, until such time, if any, that Landlord exercisesits right pursuant to Section 12.2(c), Tenant shall pay to Landlordthe Base Rent, Insurance Costs, Taxes and Operating Costs in installments asand when the same become due and payable, subject to reduction by any rentactually received by Landlord as a result of a re-letting of the Premises (net

 

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of the actual reasonable and customary costs of re-letting, includingremodeling costs, brokerage commissions and attorneys’ fees).  Landlord shall exercise commerciallyreasonable efforts to re-let the Premises to mitigate damages, and Landlord mayre-let the Premises or any part or parts thereof, either in the name ofLandlord or otherwise for a term or terms which may, at Landlord’s option, beless than or exceed the period which would otherwise have constituted thebalance of the Lease Term; *provided; that*,Landlord shall be deemed to have expended commercially reasonable efforts tore-let the Premises if it engages a commercial real estate broker withexperience in the market that the Premises is located and such broker lists thePremises at the then current market rents.   Any suit brought to collect the amount of deficiency for any month orother period shall not prejudice in any way the right of Landlord to collectthe deficiency for any subsequent month or period by a similar proceeding.  Landlord, at Landlord’s option, may make suchalterations, repairs, replacements and decorations on the Premises as Landlordin Landlord’s sole but reasonable judgment considers advisable and necessaryfor the purpose of re-letting the Premises, and the making of such alterationsor decorations shall not operate or be construed to release Tenant fromliability hereunder.

 

(c)           At Landlord’s optionexercisable by written notice given to Tenant upon or after the termination ofthis Lease pursuant to Section 12.2(a) and in lieu of andamages provided in Section 12.2(b) above, Tenant shallforthwith pay to Landlord as damages, in addition to all sums which were dueprior to the exercise of such option by Landlord, a sum equal to the amount bywhich the Base Rent for the remainder of the Lease Term exceeds the fair rentalvalue of the Premises determined as of the termination date for the remainderof the Lease Term, discounted to present value using a then market rate ofinterest as reasonably determined by the Landlord.

 

Section 12.3  Reimbursementof Landlord. After the termination of this Lease pursuant to Section 12.2(a),Tenant will, in addition to paying Landlord all amounts due under the terms andprovisions of this Lease, including, without limitation, Section 12.9,reimburse Landlord for all reasonable expenses incurred by Landlord incollecting such rent or in obtaining possession of, or in re-letting thePremises, or in defending any action, including expenses for reasonable andactual counsel fees and commissions.  If,on termination of this Lease by expiration or otherwise, Tenant shall fail toremove any of its property from the Premises as provided for herein, Landlordshall be authorized, in its sole option, and in Tenant’s name and on itsbehalf, either (a) to cause such property to be removed and placed instorage for the account and at the expense of Tenant; or (b) to sell suchproperty at public or private sale, with or without notice, and to apply theproceeds thereof, after the payment of all expenses of removal, storage andsale, to the indebtedness, if any, of Tenant to Landlord, the surplus, if any,to be paid to Tenant.

 

Section 12.4  Landlord’sRight to Perform Tenant’s Covenants.  Tenant covenants and agrees that, if thereshall at any time exist an Event of Default with respect to Tenant’s obligationto make any payment or perform any other act on its part to be made orperformed as in this Lease provided, Landlord, in its sole discretion, may makeany payment or perform such other act on the part of Tenant to be made orperformed as in this Lease provided, in such manner and to such extent asLandlord may reasonably deem desirable, and in exercising any such rights,Landlord may pay reasonable, actual and necessary costs and expenses, employcounsel, and incur and pay reasonable and actual attorneys’ fees.  The making of any such payment or the

 

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performing of such other act by Landlord pursuant to this Article 12shall not waive, or release Tenant from, any obligations of Tenant in thisLease contained.  All sums so paid byLandlord and all reasonably necessary and incidental costs and expenses inconnection with the performance of any such act by Landlord shall, except asotherwise in this Lease expressly provided, be payable to Landlord on demand,and Tenant covenants to pay any such sum or sums promptly, and Landlord shallhave (in addition to any other right or remedy of Landlord) the same rights andremedies in the event of the non-payment thereof by Tenant as in the case ofdefault by Tenant in the payment of the Base Rent.

 

Section 12.5  CumulativeRemedies.  Thespecified remedies to which Landlord or Tenant may resort under the terms ofthis Lease are cumulative and not intended to be exclusive of any otherremedies or means of redress to which Landlord may be lawfully entitled in caseof any breach or threatened breach by Tenant of any provisions of thisLease.  The failure of Landlord or Tenantto insist in any one or more cases upon the strict performance of any of the covenantsof this Lease or to exercise any option contained herein shall not be construedas a waiver or a relinquishment for the future of such covenant or option.  Receipt by Landlord of any Base Rent paymentwith knowledge of the breach of any covenants hereof shall not be deemed awaiver of such breach.  No payment byTenant, whether or not expressly under protest, shall be deemed a waiver ofTenant’s right to dispute its obligation to pay or its right to seek a refundof the same.  No waiver by Landlord orTenant of any provision of this Lease shall be deemed to have been made unlessexpressed in writing and signed by it. In addition to the other remedies provided in this Lease, Landlord andTenant shall be entitled to restraint by injunction of any violation orattempted or threatened violation of any of the covenants, conditions orprovisions of this Lease. Notwithstanding anything else to the contrary elsewhere in this Lease,Tenant will not be liable for indirect or consequential damages, other thandamages for holding over beyond the end of the Lease Term.

 

Section 12.6  Expenses ofEnforcement. Tenant agrees to pay all reasonable and actual out-of-pocket expensesand attorneys’ fees incurred by Landlord in enforcing any obligation or anyremedies hereunder including, without limitation, in connection with collectionof Base Rent, recovery by Landlord of the Premises, or in any litigation inwhich Landlord shall become involved by reason of any act or negligence of anyof Tenant’s Invitees or any breach of this Lease by Tenant.

 

Section 12.7  Landlord’sDefault. Landlord shall not be deemed to be in default hereunder unless suchdefault shall remain uncured for more than thirty (30) days following writtennotice from Tenant to Landlord specifying the nature of such default, or suchlonger period as may be reasonably required to correct such default.  In no event whatsoever shall Landlord beliable for consequential or any indirect damages.  Notwithstanding anything to the contrarycontained herein, so long as any Event of Default exists, Tenant shall not beentitled to enforce any obligation from Landlord or seek any cure of Landlord’sdefaults under this Lease.  Theprovisions of this Section 12.7 are further subject to theprovisions of Articles X and XI dealing with eminent domain and fire andother casualty.

 

Section 12.8  Limitation ofLiability.  Theobligations of Landlord hereunder shall be binding upon Landlord and eachsucceeding owner of Landlord’s interest hereunder only during

 

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the period of such ownership, and Landlord and each succeeding ownershall have no liability whatsoever except for its obligations during each suchrespective period.  Tenant hereby agreesfor itself and each succeeding holder of Tenant’s interest, or any portionthereof, hereunder, that any judgment, decree or award obtained againstLandlord or any succeeding owner of Landlord’s interest, which is in any mannerrelated to this Lease, the Premises or Tenant’s use and occupancy of thePremises or the remainder of Landlord’s Property, whether at law or in equity,shall be satisfied out of Landlord’s equity in the land and buildings thencomprising Landlord’s Property owned by Landlord to the extent then owned byLandlord and such succeeding owner, or any insurance policies maintained byLandlord, and further agrees to look only to such assets and to no other assetsof Landlord, or such succeeding owner, for satisfaction.  Neither Landlord nor any Person executingthis Lease on behalf of Landlord, nor any partner, limited or general, or anyofficer, director, employee, member, trustee, beneficiary, or owner ofLandlord, nor any subsequent Landlord, or any partner, limited or general, orany officer, director, employee, member, trustee, beneficiary, or owner of anysubsequent Landlord shall have any personal liability hereunder.  No Person executing this Lease on behalf ofTenant, nor any shareholder, director, officer or employee of Tenant, shallhave any personal liability hereunder.

 

Section 12.9  Late Paymentand Administrative Expense. If Tenant shall fail topay Base Rent, Insurance Costs, Operating Costs and Taxes or other chargeswithin fifteen (15) days after the same become due and payable under thisLease, such unpaid amounts shall bear interest from the due date thereof to thedate of payment at an annual rate equal to the prime rate announced from timeto time by Bank of America (or any successor). In addition, if Landlord is required to redeposit any check which isreturned for insufficient funds or if Tenant shall fail to pay Base Rent orother charges within fifteen (15) days after the same become due and payable,then Tenant shall also pay to Landlord an administrative expense charge of fivepercent (5%) of the amount thereof.  Theprovisions herein for the payment of interest and an administrative expensecharge shall not be construed to relieve Tenant of the obligation to pay BaseRent and all other charges when due under this Lease and shall be in addition toand not in limitation of Landlord’s other remedies as provided for in thisLease.

 

**ARTICLEXIII**

**MISCELLANEOUSPROVISIONS**

 

Section 13.1  Brokers.  Tenant and Landlord each represents to theother that it has not dealt with any Person in connection with the Premises orthe negotiation or execution of this Lease other than officers, employees andattorneys of Landlord and Tenant.  Tenantagrees to indemnify, defend (with counsel selected by Landlord) and holdLandlord, and Landlord’s nominees, successors and assigns harmless from any andall claims, costs, commissions, fees or damages by any person or firm claimingto have negotiated, instituted or brought about this Agreement due to contactwith Tenant.  Landlord agrees toindemnify, defend (with counsel selected by Tenant) and hold Tenant, andTenants’s nominees, successors and assigns harmless from any and all claims,costs, commissions, fees or damages by any person or firm claiming to havenegotiated, instituted or brought about this Agreement due to contact withLandlord.

 

Section 13.2  QuietEnjoyment. Tenant shall, upon paying all Base Rent due hereunder and observing andperforming all of the terms, covenants and conditions on Tenant’s part to be

 

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observed and performed, peaceably and quietly have and hold thePremises, subject, however, to the terms of this Lease.

 

Section 13.3  Tenant’sRequest for Landlord’s Action.  In the event that at Tenant’s written requestLandlord takes any action which is not required of Landlord pursuant to thisLease, Tenant shall pay Landlord’s reasonable and actual attorneys’ fees,expenses and disbursements in connection with such action, with payment to bemade by Tenant within fifteen (15) days after billing therefor by Landlord.

 

Section 13.4  Notices.  Any notice, demand, request or statementrequired or intended to be given or delivered under the terms of this Leaseshall be in writing, shall be addressed to the party to be notified at theaddress or addresses set forth in the Summary of Basic Terms or at such otheraddress in the continental United States as each party may designate for itselffrom time to time by notice hereunder, and shall be deemed to have been given,delivered or served upon the earliest of (a) the next Business Day afterdelivery to a regularly scheduled overnight delivery carrier with delivery feeseither prepaid or an arrangement, satisfactory with such carrier, made for thepayment of such fees or (b) receipt of notice given by telecopy orpersonal delivery.

 

Section 13.5  Waiver ofSubrogation. Landlord and Tenant hereby release each other from any and all liabilityfor any loss or damage caused by fire, any of the extended coverage casualties,or other casualties insured against, or which would be covered by insuranceeither of them is required hereunder to carry, even if such fire or othercasualty shall be brought about by the fault or negligence of the partybenefited by the release or its agents, and whether or not any applicable policyshall contain a clause, or be subject to a statutory provision, to the effectthat such release shall not affect said policies or the right of the releasingparty to recover thereunder.  Landlordand Tenant agree that their fire, extended coverage, and other insurancepolicies will include such a clause, whenever available.

 

Section 13.6  EntireAgreement; Execution; Time of the Essence and Headings.  This Lease together with all Exhibitsreferred to herein and the Summary of Basic Terms, sets forth the entireagreement between the parties hereto and cannot be modified or amended, exceptin a writing duly executed by the respective parties.  This Lease, together with all Exhibitsreferred to herein and the Summary of Basic Terms, supersedes all previous writtenand oral negotiations, understandings and agreements regarding the subjectmatter of this Lease.  Neither Landlordnor Tenant nor any Person acting on behalf of Landlord or Tenant has made anyrepresentations to the other on which the other has relied in entering intothis Lease except any representations expressly stated in this Lease.  This Lease is executed as a sealed instrumentand in multiple counterparts, all copies of which are identical, and any one ofwhich is to be deemed to be complete in itself and may be introduced inevidence or used for any purpose without the production of any other copy.  Time is of the essence of the obligations ofTenant and Landlord to be performed within a specific time frame in thisLease.  The headings throughout thisLease are for convenience of reference only, and shall in no way be held ordeemed to define, limit, explain, describe, modify or add to theinterpretation, construction or meaning of any provision of this Lease.

 

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Section 13.7  PartialInvalidity.  Ifany term or condition of this Lease or its application to any Person orcircumstance shall to any extent be in violation of or unenforceable under anylaw, rule, regulation or order (including any court order) now existing orhereafter enacted or entered by any court or other governmental entity havingcompetent jurisdiction (including after all appeals therefrom), the remainderof this Lease, or the application of such term or condition to Persons orcircumstances other than those as to which it is invalid or unenforceable,shall not be affected thereby and shall be enforceable to the fullest extentnot prohibited by law.

 

Section 13.8  No Waiver.  No assent, express or implied, by Landlord orTenant to any breach of any agreement or condition herein contained on the partof the other to be performed or observed, and no waiver, express or implied, ofany such agreement or condition shall be deemed to be a waiver of or an assentto any succeeding breach of the same or any other agreement or condition.  The acceptance by Landlord of Base Rent duehereunder (whether such payment is made by Tenant or another Person), orsilence by Landlord as to any breach, shall not be construed as waiving any ofLandlord’s rights hereunder unless such waiver shall be in writing.  No payment by Tenant or acceptance byLandlord of a lesser amount than shall be due Landlord from Tenant shall bedeemed to be anything but payment on account, and the acceptance by Landlord ofa check for a lesser amount with an endorsement or statement thereon, or upon aletter accompanying said check, that said lesser amount is payment in fullshall not be deemed an accord and satisfaction, and Landlord may accept saidcheck without prejudice to recover the balance due or pursue any other remedy.

 

Section 13.9  Holdover.  If Tenant remains in the Premises beyond theexpiration of this Lease at the end of the Lease Term, or sooner following anearly termination as provided for herein, such holding over shall not be deemedto create any tenancy, but Tenant shall be a daily Tenant at sufferance onlysubject to all of Tenant’s obligations set forth herein, but at a daily rateequal to (a) one and one-half times the Base Rent then in effect plus (b) allother charges provided for under this Lease including Operating Costs,Insurance Costs and Taxes.  Theacceptance of a purported rent check following termination shall not constitutethe creation of a tenancy at will, it being agreed that Tenant’s status shallremain that of a daily Tenant at sufferance, at the aforesaid daily rate.  Tenant shall also pay to Landlord all directdamages, if any, sustained by reason of any such holding over, but in no eventshall Tenant be responsible for consequential damages.  Otherwise, such holding over shall be on theterms and conditions set forth in this Lease as far as applicable.

 

Section 13.10  When LeaseBecomes Binding. The submission of this document for examination and negotiation does notconstitute an offer to lease or a reservation or an option for the Premises,and this document shall become effective and binding only upon the executionand delivery hereof by both Landlord and Tenant and the receipt by Landlord ofthe Security Deposit and the first monthly installment of Base Rent.  All negotiations, considerations,representations and understandings between Landlord and Tenant are incorporatedherein and may be modified or altered only by agreement in writing betweenLandlord and Tenant, and no act or omission of any employee or agent ofLandlord shall alter, change or modify any of the provisions hereof.

 

Section 13.11  NoRecordation. Tenant shall not record this Lease withany registry of deeds or land court, and any such recordation will be void andconstitute an Event of Default

 

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under this Lease.  Landlord andTenant shall execute, and Tenant may record, a notice of this Lease in the formof Exhibit C, provided that at the time of execution of such notice,the parties enter into arrangements reasonably satisfactory to Landlord toprovide for such notice to be released when appropriate.

 

Section 13.12  As Is.  Tenant represents to Landlord that it hasleased the Premises after a full and complete examination of the same, and byits execution and delivery of this Lease, Tenant hereby acknowledges thatneither Landlord, nor Landlord’s agents, has made any representation orpromises with respect to the Premises, the Building, or the land upon which itstands, and no rights, easements or licenses are acquired by Tenant, byimplication or otherwise, except as may be set forth expressly in this Lease. 

 

Section 13.13 Arbitration.  Any and all disputes relating to provisionsor obligations in this Lease hereunder shall be submitted to arbitration inaccordance with the provisions of applicable state law, as from time to timeamended.  Arbitration proceedings,including the selection of an arbitrator, shall be conducted pursuant to therules, regulations and procedures from time to time in effect as promulgated bythe American Arbitration Association. Prior written notice of application by either party for arbitrationshall be given to the other at least ten (10) days before submission of theapplication to the said Association’s office in Providence, Rhode Island.  The arbitrator shall hear the parties andtheir evidence.  The decision of thearbitrator shall be binding and conclusive, and judgment upon the award ordecision of the arbitrator may be entered in the appropriate court of law; andthe parties consent to the jurisdiction of such court and further agree thatany process of notice of motion or other application to the Court or a Judgethereof may be served outside the State of Rhode Island by registered mail orby personal service, provided a reasonable time for appearance is allowed.  The costs and expenses of each arbitrationhereunder and their apportionment between the parties shall be determined bythe arbitrator in his award or decision. No arbitrable dispute shall be deemed to have arisen under this Leaseprior to the expiration of the period of ten (10) days after the date of thegiving of written notice by the party asserting the existence of the disputetogether with a description thereof sufficient for an understanding thereof.

 

Section 13.14 Confidentiality. Tenant acknowledges that theterms under which Landlord has leased the Premises to Tenant, (including,without limitation, the rental rate(s), term and other financial and businessterms), constitute confidential information of Landlord (the “ConfidentialInformation”).  Tenant covenants andagrees to keep the Confidential Information completely confidential; providedthat (a) the Confidential Information may be disclosed by Tenant to thoseof its officers, employees, attorneys, accountants, lenders and financialadvisors (collectively, “representatives”) who need to know such information inconnection with Tenant’s use and occupancy of the Premises and for financialreporting and credit related activities (it being understood that Tenant shallinform its representatives of the confidential nature of the ConfidentialInformation and that such representatives shall be directed by Tenant to treatthe Confidential Information confidentially in accordance with the terms ofthis Section 13.14), and (b) unless required by securitiesregulations or other applicable law, any other disclosure of the ConfidentialInformation may only be made if Landlord consents in writing prior to any suchdisclosure.

 

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Section 13.15  Summary ofBasic Terms. The Summary of Basic Terms which is affixed to this Lease sets forthcertain basic terms and information which is thereafter referred to in the maintext of this Lease.  The Summary of BasicTerms, and every particular item thereon, shall be deemed incorporated byreference into the main text of this Lease.

 

Section 13.16  Tenant’sPurchase Option. At anytime during the first six (6) months of last Lease Year of theInitial Term Tenant shall have the option of purchasing the Landlord’s Propertyfor $4,457,750.00 by providing Landlord with written notice of its intention todo so setting forth a closing date which is at least six (6) months priorto the expiration of the Initial Term and not less than fifteen (15) days afterthe date that such notice is sent.  Inconnection with the foregoing, Landlord agrees that other than for anymortgages that Landlord may encumber the property with during the Initial Term(which mortgages Landlord agrees it shall be responsible for paying off anddischarging in the event Tenant exercises its rights under this Section 13.16)of the Lease, Landlord shall not encumber, restrict or alienate all or anyportion of the Landlord’s Property without the consent of the Tenant, whichconsent shall not be unreasonably withheld, conditioned or delayed. Landlordand Tenant agree (i) that all closing costs, including documentary stamps,recording charges and transfer taxes, shall be allocated in accordance withcustomary practice in the State of Rhode Island for similar transactions and (ii) todeliver such documents, certificates and affidavits as are customarilydelivered in the State of Rhode Island for similar transactions.

 

**[Remainder of Page Left IntentionallyBlank]**

 

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Tenant and Landlord, each by its dulyauthorized officer, has signed this Lease as of the date first set forth above.

 

 
|   | **TENANT:**               |
|--------|---------------------------|
|   |                      |
|   | SUMMER INFANT (USA), INC. |
|   |                      |
|   |                      |
|   | By:                       | /s/ *Joseph Driscoll* |
|   | Name:                     |   Joseph  Driscoll |
|   | Title:                    |  CFO |
|   |                      |
|        |                           |  |  |  |

 
|   | **LANDLORD:**        |
|--------|----------------------|
|   |                 |
|   | FAITH REALTY II, LLC |
|   |                 |
|   |                 |
|   | By:                  | /s/ *Jason P. Macari* |
|   | Name:                |   Jason  P. Macari |
|   | Title:               |  Manager |
|   |                 |
|        |                      |  |  |  |

 

Exhibits:

A  -  Property Description

B  -  Tenant Improvements Plans

C -  Notice of Lease

 

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**EXHIBIT****A**

 

PROPERTY DESCRIPTION

 

[To Be Attached]

 

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EXHIBIT A

 

THE PROPERTY

 

That certain tract orparcel of land, with all buildings and improvements thereon, situated on theeasterly and southerly side of Park East Drive (extension), in the City ofWoonsocket, County of Providence, State of Rhode Island, bounded and describedas follows:

 

Beginning at a RhodeIsland highway bound oil the southerly sideline of said Park East Drive(Extension), said point being twenty-eight and 00/100 (28.00) feet left andopposite Station 85+ 16.66 on State Highway Plat #2386;

 

Thence S35° 42' 33" Wa distance- of one hundred forty and 00/100 (140.00) feet to an angle point;

 

Thence S51° 51' 53" Wa distance of one hundred ninety-six and 44/100 (196.44) feet to an angle

 

Thence S40° 21' 03" Wa distance of one hundred thirty-three and 48/100 (133.48) feet to an anglepoint;

 

Thence S36° 12' 39" Wa distance of forty-nine and 34/100 (49.34) feet to a corner;

 

Thence N54° 17' 27" Wa distance of two hundred thirty-two and 38/100 (232.38) feet to an anglepoint;

 

Thence S86° 27' 52" Wa distance of one hundred seventy and 92/100 (170.92) feet to the easterly lineof Park Fast Drive;

 

Thence northerly bearingeasterly along the arc of a curve having a radius of three-hundred twenty-twoand 00/100 (322.00) feet, an arc length of three hundred eighty-nine and 13/100389.13) feet, a chord bearing of N50° 49' 35"E and a chord distance ofthree hundred sixty-five Byrd 88/100 (365.88) feet to a Rhode Island highwaybound twenty-eight (28.00) feet left and opposite station 89+51.85;

 

Thence N85° 26' 47"Econtinuing along the southerly sideline of Park East Drive, a distance of threehundred three, and 32/100 (303.32) feet to a Rhode Island highway boundtwenty-eight (28.00) feet left and opposite Station 86+48.53;

 

Thence easterly bearingsoutherly along the arc of a curve having a radius of five hundred seventy-twoand 00/100 (572.00) feet, an arc length of one hundred twenty-five and 39/100(125.39) feet, a chord bearing of S88° 16' 25"E and a chord distance ofone hundred twenty-five and 14/100 (125-14) feet to the point and place ofbeginning.

 

2

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Said parcel is furtherdesignated as Map D7, D8 Lot 59-16 on plan entitled “ADMINISTRATIVE SUBDIVISIONPLAN MAP D7, D8 LOT 59-16 SITUATED ON: PARK EAST DRIVE (EXTENSION) WOONSOCKET,RHODE ISLAND SCALE: 1” = 40’ DATE: OCTOBER 2004 REVISED:  NOVEMBER, 2004 REVISED:JANUARY, 2005, FEBRUARY, 2005 PREPARED FOR: FAITH REALTY, LLC. 6 BLACKSTONEVALLEY PLACE SUITE 206A, LINCOLN, R.I. 02865  PREPARED BY: CROSSMAN ENGINEERING, INC. 151 Centerville Road Warwick,Rhode ISLAND 02886 (the “Subdivision Plan”), which Subdivision Plan, isrecorded at Plan Book 22, Page 59 of Woonsocket Land Evidence Records.

 

3

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**EXHIBIT B**

 

TENANT IMPROVEMENT PLANS

 

[To Be Attached]

 

NONE

 
| * * | */s/  JD* |
|----------|-----------|
| * * | * *  |
| * * | */s/  JM* |

 

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**EXHIBIT C**

 

NOTICE OF LEASE

 

[To Be Attached]

 

----

 

**NOTICE OF LEASE**

 

Noticeis hereby given of the following described lease:

 
| Landlord:              |   | Faith  Realty II, LLC, a Rhode Island limited liability company                                                                                                                                              |
|------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                   |   |                                                                                                                                                                                                         |
| Tenant:                |   | Summer  Infant (USA), Inc., a Rhode Island corporation                                                                                                                                                  |
|                   |   |                                                                                                                                                                                                         |
| Date  of Execution:    |   | March       ,  2009                                                                                                                                                       |
|                   |   |                                                                                                                                                                                                         |
| Description  of        |   |                                                                                                                                                                                                         |
| Leased  Premises:      |   | The  land with the building and any other improvements now or hereafter thereon,  commonly known as 1275 Park East Drive, Woonsocket, Rhode Island, which is  more particularly described on Exhibit A. |
|                   |   |                                                                                                                                                                                                         |
| Term:                  |   | 7  years                                                                                                                                                                                                     |
|                   |   |                                                                                                                                                                                                         |
| Extension  Option:     |   | The  Tenant has the option to extend the Term for an additional five  (5) years on the terms and conditions set forth in the Lease.                                                                     |
|                   |   |                                                                                                                                                                                                         |
| Commencement  Date:    |   | April 1,  2009                                                                                                                                                                                          |
|                   |   |                                                                                                                                                                                                         |
| Pertinent  Provisions: |   | The  Tenant has the option to purchase the Leased Premises for $4,457,750 in  accordance with the terms of the Lease.                                                                                        |

 

**[Remainder of Page Left Intentionally Blank]**

 

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Signedthis        day of  March, 2009.

 
|   | Faith  Realty II, LLC     |
|--------|---------------------------|
|   |                      |
|   |                      |
|   | Name:                     |
|   | Title:                    |
|   |                      |
|   | Summer  Infant (USA), Inc |
|   |                      |
|   |                      |
|   | Name:                     |
|   | Title:                    |

 

STATE OF RHODE ISLAND

 
| Providence,  ss. | March       ,  2009 |
|------------------|--------------------------------------------------------|

 

Thenpersonally appeared the above-named                               the                               of Faith Realty II, LLC, known to me to be the person described in and whoexecuted the foregoing instrument in such capacity and acknowledged same to behis free act and deed and the free act and deed of Faith Realty II, LLC.

 
|   |                    |
|--------|-------------------------|
|   | Notary  Public          |
|   | My  commission expires: |
|   |                    |

 

STATE OF RHODE ISLAND

 
| Providence,  ss. | March       ,  2009 |
|------------------|--------------------------------------------------------|

 

Thenpersonally appeared the above-named                               the                               of Summer Infant (USA), Inc., known to me to be the person described inand who executed the foregoing instrument in such capacity and acknowledged thesame to be his free act and deed and the free act and deed of Summer Infant(USA), Inc.

 
|   |                    |
|--------|-------------------------|
|   | Notary  Public          |
|   | My  commission expires: |

 

----

 

**EXHIBIT A**

 

**Legal Description**

 

That certain tract or parcel of land, withall buildings and improvements thereon, situated on the easterly and southerlyside of Park East Drive (extension), in the City of Woonsocket, County ofProvidence, State of Rhode Island, bounded and described as follows:

 

Beginning at a Rhode Island highway boundoil the southerly sideline of said Park East Drive (Extension), said pointbeing twenty-eight and 00/100 (28.00) feet left and opposite Station 85+ 16.66on State Highway Plat #2386;

 

Thence S35° 42' 33" W a distance- ofone hundred forty and 00/100 (140.00) feet to an angle point;

 

Thence S51° 51' 53" W a distance ofone hundred ninety-six and 44/100 (196.44) feet to an angle

 

Thence S40° 21' 03" W a distance ofone hundred thirty-three and 48/100 (133.48) feet to an angle point;

 

Thence S36° 12' 39" W a distance offorty-nine and 34/100 (49.34) feet to a corner;

 

Thence N54° 17' 27" W a distance oftwo hundred thirty-two and 38/100 (232.38) feet to an angle point;

 

Thence S86° 27' 52" W a distance ofone hundred seventy and 92/100 (170.92) feet to the easterly line of Park FastDrive;

 

Thence northerly bearing easterly alongthe arc of a curve having a radius of three-hundred twenty-two and 00/100(322.00) feet, an arc length of three hundred eighty-nine and 13/100 389.13)feet, a chord bearing of N50° 49' 35"E and a chord distance of threehundred sixty-five Byrd 88/100 (365.88) feet to a Rhode Island highway boundtwenty-eight (28.00) feet left and opposite station 89+51.85;

 

Thence N85° 26' 47"E continuing alongthe southerly sideline of Park East Drive, a distance of three hundred three,and 32/100 (303.32) feet to a Rhode Island highway bound twenty-eight (28.00)feet left and opposite Station 86+48.53;

 

Thence easterly bearing southerly alongthe arc of a curve having a radius of five hundred seventy-two and 00/100(572.00) feet, an arc length of one hundred twenty-five and 39/100 (125.39)feet, a chord bearing of S88° 16' 25"E and a chord distance of one hundredtwenty-five and 14/100 (125-14) feet to the point and place of beginning.

 

Said parcel is further designated as MapD7, D8 Lot 59-16 on plan entitled “ADMINISTRATIVE SUBDIVISION PLAN MAP D7, D8LOT 59-16 SITUATED ON: PARK EAST DRIVE (EXTENSION) WOONSOCKET, RHODE ISLANDSCALE: 1” = 40’ DATE: OCTOBER 2004 REVISED:  NOVEMBER, 2004 REVISED:JANUARY, 2005, FEBRUARY, 2005 PREPARED FOR: FAITH REALTY, LLC. 6 BLACKSTONEVALLEY PLACE SUITE 206A, LINCOLN, R.I. 02865  PREPARED BY: CROSSMAN ENGINEERING, INC. 151 Centerville Road Warwick,Rhode ISLAND 02886 (the “Subdivision Plan”), which Subdivision Plan, isrecorded at Plan Book 22, Page 59 of Woonsocket Land Evidence Records.

 

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