Filed by Bowne Pure Compliance



 




2553 DULLES VIEW DRIVE, HERNDON, VIRGINIA




DEED OF LEASE




BETWEEN




SP HERNDON DEVELOPMENT, LP,

as Landlord




AND




GTSI CORP.,

as Tenant




Dated: December
 _____ 
, 2007



 


 









 





Table of Contents




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	1.	 	 	DEMISE AND TERM	 	 	2	 
	 	 	 	 	 	A.	 	 	Premises and Term
	 	 	2	 
	 	 	 	 	 	B.	 	 	Fourth Floor Space
	 	 	2	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	2.	 	 	RENT	 	 	3	 
	 	 	 	 	 	A.	 	 	Definitions
	 	 	3	 
	 	 	 	 	 	B.	 	 	Components of Rent
	 	 	5	 
	 	 	 	 	 	C.	 	 	Payment of Rent
	 	 	5	 
	 	 	 	 	 	D.	 	 	Caps on Adjustment Rent
	 	 	7	 
	 	 	 	 	 	E.	 	 	Separation of Common Ownership
	 	 	7	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	3.	 	 	USE	 	 	7	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	4.	 	 	CONDITION OF PREMISES	 	 	8	 
	 	 	 	 	 	A.	 	 	Initial Condition
	 	 	8	 
	 	 	 	 	 	B.	 	 	Americans With Disabilities Act
	 	 	8	 
	 	 	 	 	 	C.	 	 	Environmental
	 	 	8	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	5.	 	 	BUILDING SERVICES	 	 	8	 
	 	 	 	 	 	A.	 	 	Basic Services
	 	 	8	 
	 	 	 	 	 	B.	 	 	Electricity
	 	 	9	 
	 	 	 	 	 	C.	 	 	Telephones
	 	 	10	 
	 	 	 	 	 	D.	 	 	Additional Services
	 	 	11	 
	 	 	 	 	 	E.	 	 	Failure or Delay in Furnishing Services
	 	 	11	 
	 	 	 	 	 	F.	 	 	Security
	 	 	12	 
	 	 	 	 	 	G.	 	 	Fitness Center
	 	 	12	 
	 	 	 	 	 	H.	 	 	Deli
	 	 	12	 
	 	 	 	 	 	I.	 	 	Conference Room
	 	 	13	 
	 	 	 	 	 	J.	 	 	Concierge Service
	 	 	13	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	6.	 	 	RULES AND REGULATIONS	 	 	13	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	7.	 	 	CERTAIN RIGHTS RESERVED TO LANDLORD	 	 	13	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	8.	 	 	MAINTENANCE AND REPAIRS	 	 	14	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	9.	 	 	ALTERATIONS	 	 	15	 
	 	 	 	 	 	A.	 	 	Requirements
	 	 	15	 
	 	 	 	 	 	B.	 	 	Liens
	 	 	16	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	10.	 	 	INSURANCE	 	 	16	 
	 	 	 	 	 	A.	 	 	Tenant’s Insurance
	 	 	16	 
	 	 	 	 	 	B.	 	 	Requirements of Tenant’s Insurance
	 	 	17	 
	 	 	 	 	 	C.	 	 	Certificates of Tenant’s Insurance
	 	 	18	 
	 	 	 	 	 	D.	 	 	Failure by Tenant to Carry Insurance
	 	 	18	 
	 	 	 	 	 	E.	 	 	Landlord’s Insurance
	 	 	18	 
	 	 	 	 	 	F.	 	 	Increase in Insurance Premiums
	 	 	19	 






-i-



 


 









 





Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	G.	 	 	Cancellation of Insurance
	 	 	19	 
	 	 	 	 	 	H.	 	 	Mutual Waiver of Subrogation
	 	 	19	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	11.	 	 	WAIVER AND INDEMNITY	 	 	20	 
	 	 	 	 	 	A.	 	 	Waiver
	 	 	20	 
	 	 	 	 	 	B.	 	 	Tenant’s Indemnity
	 	 	20	 
	 	 	 	 	 	C.	 	 	Landlord’s Indemnity
	 	 	20	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	12.	 	 	FIRE AND CASUALTY	 	 	21	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	13.	 	 	CONDEMNATION	 	 	22	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	14.	 	 	ASSIGNMENT AND SUBLETTING	 	 	22	 
	 	 	 	 	 	A.	 	 	Landlord’s Consent
	 	 	22	 
	 	 	 	 	 	B.	 	 	Standards for Consent
	 	 	23	 
	 	 	 	 	 	C.	 	 	Right To Assign Or Sublease To Qualified Affiliate
	 	 	23	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	15.	 	 	SURRENDER	 	 	24	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	16.	 	 	DEFAULTS AND REMEDIES	 	 	24	 
	 	 	 	 	 	A.	 	 	Default
	 	 	24	 
	 	 	 	 	 	B.	 	 	Right of Re-Entry
	 	 	24	 
	 	 	 	 	 	C.	 	 	Reletting
	 	 	25	 
	 	 	 	 	 	D.	 	 	Termination of Lease
	 	 	25	 
	 	 	 	 	 	E.	 	 	Other Remedies
	 	 	25	 
	 	 	 	 	 	F.	 	 	Bankruptcy
	 	 	26	 
	 	 	 	 	 	G.	 	 	Landlord’s Default
	 	 	26	 
	 	 	 	 	 	H.	 	 	Waiver of Trial by Jury
	 	 	26	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	17.	 	 	HOLDING OVER	 	 	26	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	18.	 	 	SECURITY DEPOSIT	 	 	26	 
	 	 	 	 	 	A.	 	 	Security Deposit
	 	 	26	 
	 	 	 	 	 	B.	 	 	Replacement Letter of Credit
	 	 	27	 
	 	 	 	 	 	C.	 	 	Qualified Issuer
	 	 	28	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	19.	 	 	INTENTIONALLY DELETED	 	 	28	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	20.	 	 	ESTOPPEL CERTIFICATES	 	 	28	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	21.	 	 	SUBORDINATION	 	 	28	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	22.	 	 	QUIET ENJOYMENT	 	 	29	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	23.	 	 	BROKER	 	 	29	 






-ii-



 


 









 





Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	24.	 	 	NOTICES	 	 	30	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	25.	 	 	MISCELLANEOUS	 	 	30	 
	 	 	 	 	 	A.	 	 	Successors and Assigns
	 	 	30	 
	 	 	 	 	 	B.	 	 	Entire Agreement
	 	 	30	 
	 	 	 	 	 	C.	 	 	Time of Essence
	 	 	30	 
	 	 	 	 	 	D.	 	 	Execution and Delivery
	 	 	30	 
	 	 	 	 	 	E.	 	 	Severability
	 	 	30	 
	 	 	 	 	 	F.	 	 	Governing Law
	 	 	30	 
	 	 	 	 	 	G.	 	 	Attorneys’ Fees
	 	 	30	 
	 	 	 	 	 	H.	 	 	Force Majeure
	 	 	31	 
	 	 	 	 	 	I.	 	 	Captions
	 	 	31	 
	 	 	 	 	 	J.	 	 	No Waiver
	 	 	31	 
	 	 	 	 	 	K.	 	 	Recording
	 	 	31	 
	 	 	 	 	 	L.	 	 	Limitation of Liability
	 	 	31	 
	 	 	 	 	 	M.	 	 	Financial Information
	 	 	32	 
	 	 	 	 	 	N.	 	 	Anti-Terrorism Representation
	 	 	32	 
	 	 	 	 	 	O.	 	 	Consent/Approval
	 	 	33	 
	 	 	 	 	 	P.	 	 	Counterparts; Delivery
	 	 	33	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	26.	 	 	PARKING	 	 	33	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	27.	 	 	TENANT IDENTIFICATION	 	 	33	 
	 	 	 	 	 	A.	 	 	Tenant Signs
	 	 	33	 
	 	 	 	 	 	B.	 	 	Conditions
	 	 	35	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	28.	 	 	EXPANSION OPTIONS	 	 	35	 
	 	 	 	 	 	A.	 	 	Initial Expansion Option
	 	 	35	 
	 	 	 	 	 	B.	 	 	Available Expansion Option
	 	 	36	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	29.	 	 	RIGHT OF FIRST REFUSAL	 	 	37	 
	 	 	 	 	 	A.	 	 	Right of First Refusal
	 	 	37	 
	 	 	 	 	 	B.	 	 	Refusal Notice
	 	 	38	 
	 	 	 	 	 	C.	 	 	Exercise
	 	 	38	 
	 	 	 	 	 	D.	 	 	Terms of First Refusal Space
	 	 	38	 
	 	 	 	 	 	E.	 	 	Amendment
	 	 	40	 
	 	 	 	 	 	F.	 	 	Termination
	 	 	40	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	30.	 	 	RIGHT OF FIRST OPPORTUNITY	 	 	41	 
	 	 	 	 	 	A.	 	 	Option Space
	 	 	41	 
	 	 	 	 	 	B.	 	 	Right of First Opportunity
	 	 	41	 
	 	 	 	 	 	C.	 	 	Terms
	 	 	42	 
	 	 	 	 	 	D.	 	 	Amendment
	 	 	43	 
	 	 	 	 	 	E.	 	 	Termination
	 	 	43	 






-iii-



 


 









 





Table of Contents

(continued)




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	Page	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	31.	 	 	CONTRACTION OPTION	 	 	43	 
	 	 	 	 	 	A.	 	 	Contraction Option
	 	 	43	 
	 	 	 	 	 	B.	 	 	Contraction Space
	 	 	43	 
	 	 	 	 	 	C.	 	 	Exercise
	 	 	43	 
	 	 	 	 	 	D.	 	 	Contraction Fee
	 	 	43	 
	 	 	 	 	 	E.	 	 	Terms
	 	 	44	 
	 	 	 	 	 	F.	 	 	Confirmation
	 	 	44	 
	 	 	 	 	 	G.	 	 	Termination
	 	 	44	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	32.	 	 	EXTENSION OPTIONS	 	 	45	 
	 	 	 	 	 	A.	 	 	First Extension Option
	 	 	45	 
	 	 	 	 	 	B.	 	 	Second Extension Option
	 	 	45	 
	 	 	 	 	 	C.	 	 	Terms
	 	 	45	 
	 	 	 	 	 	D.	 	 	Amendment
	 	 	48	 
	 	 	 	 	 	E.	 	 	Termination
	 	 	48	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	33.	 	 	RIGHT OF FIRST OFFER UPON SALE OF THE COMPLEX	 	 	48	 
	 	 	 	 	 	A.	 	 	Offer
	 	 	48	 
	 	 	 	 	 	B.	 	 	Offering Notice
	 	 	48	 
	 	 	 	 	 	C.	 	 	Price Protection
	 	 	49	 
	 	 	 	 	 	D.	 	 	Exclusions
	 	 	49	 
	 	 	 	 	 	E.	 	 	Termination
	 	 	50	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	34.	 	 	USE OF ROOF AND RISERS	 	 	50	 
	 	 	 	 	 	 	 	 	 
	 	 	 	 
	 	35.	 	 	STANDBY GENERATOR LICENSE	 	 	51	 
	 	 	 	 	 	A.	 	 	License
	 	 	51	 
	 	 	 	 	 	B.	 	 	Installation
	 	 	51	 
	 	 	 	 	 	C.	 	 	Laws
	 	 	51	 
	 	 	 	 	 	D.	 	 	No Interference
	 	 	52	 
	 	 	 	 	 	E.	 	 	Fuel
	 	 	52	 
	 	 	 	 	 	F.	 	 	Removal
	 	 	52	 
	 	 	 	 	 	G.	 	 	Casualty
	 	 	52	 
	 	 	 	 	 	H.	 	 	Terms
	 	 	52	 
	 	 	 	 	 	I.	 	 	Personal
	 	 	52	 






-iv-



 


 









 





Table of Contents

(continued)




	 	 	 	 	 
	 	 	Page	 
	 
	 	 	 	 
	EXHIBIT A — Plan of Premises
	 	 	A-1	 
	EXHIBIT B — Rules and Regulations
	 	 	B-1	 
	EXHIBIT C — Work Letter Agreement
	 	 	C-1	 
	EXHIBIT D — Suite Acceptance Agreement
	 	 	D-1	 
	EXHIBIT E — Form of Letter of Credit
	 	 	E-1	 
	EXHIBIT F — Location of Parking Spaces
	 	 	F-1	 
	EXHIBIT G — Location of Generator Pad
	 	 	G-1	 
	EXHIBIT H — Location of Conference Room
	 	 	H-1	 






-v-



 


 









 





DEED OF LEASE




THIS DEED OF LEASE (this “Lease”) is made as of December
 _____ 
, 2007 (the “Effective Date”),
between SP HERNDON DEVELOPMENT, LP, a Delaware limited partnership, having an address at c/o
Fifield Realty Corp., 550 West Adams Street, Suite 200, Chicago, Illinois 60661 (“Landlord”), and
GTSI CORP., a Delaware corporation, having an address at 3901 Stonecroft Boulevard, Chantilly,
Virginia 20151, (“Tenant”), for space in the eight (8) story office building at 2553 Dulles View
Drive, Herndon, Virginia (such building, including the land upon which the building thereon is
situated, being herein referred to as the “Building”). The Building is part of a complex
consisting of the Building, a similar eight (8) story office building known as 2551 Dulles View
Drive (the “North Building”) and an atrium connecting both such buildings (collectively, the
“Complex”). The following schedule (the “Schedule”) sets forth certain basic terms of this Lease:



SCHEDULE




	 	 	 	 	 	 	 	 	 
	 	1.	 	 	Premises:

	 	A)
	 	Approximately 91,967 rentable square feet consisting of all of floors 8, 7, 6
and 5 and approximately 12,276 rentable square feet on floor 1 of the Building (subject to
Section 1B below)
	 	 	 	 	 
	 	 	 	 
	 	 	 	 	 

	 	B)
	 	Approximately 104,243 rentable

square feet






Base Rent:



	 	 	 	 	 	 	 	 	 
	Lease Year	 	2. Annual Base Rent	 	3. Monthly Base Rent
	1

	 	$	3,648,504.96	 	 	$	304,042.08	 
	2

	 	 	3,739,717.68	 	 	 	311,643.14	 
	3

	 	 	3,833,210.52	 	 	 	319,434.21	 
	4

	 	 	3,929,040.84	 	 	 	327,420.07	 
	5

	 	 	4,027,266.84	 	 	 	335,605.57	 
	6

	 	 	4,127,948.52	 	 	 	343,995.71	 
	7

	 	 	4,231,147.20	 	 	 	352,595.60	 
	8

	 	 	4,336,925.88	 	 	 	361,410.49	 
	9

	 	 	4,445,349.12	 	 	 	370,445.76	 
	10

	 	 	4,556,482.80	 	 	 	379,706.90	 






	 	 	 	 	 	 	 	 	 
	 	4.	 	 	Tenant’s Proportionate Share:

	 	 	 	29.1778%
	 	5.	 	 	Base Year:

	 	 	 	2009
	 	6.	 	 	Security Deposit:	 	A letter of credit in the amount of $2,432,336.64

	 	7.	 	 	Target Commencement Date:

	 	 	 	December 1, 2008
	 	8.	 	 	Rent Commencement Date:

	 	 	 	June 1, 2009
	 	9.	 	 	Scheduled Expiration Date:

	 	 	 	May 31, 2019
	 	10.	 	 	Brokers:

	 	A) Landlord’s Broker:
	 	CB Richard Ellis, Inc.
	 	 	 	 	 

	 	B) Tenant’s Broker:
	 	Cushman & Wakefield of Virginia, Inc.





 


-1-









 





1. DEMISE AND TERM.




A. Premises and Term.
 Landlord leases to Tenant and Tenant leases from Landlord the
premises (the “Premises”) described in Item 1 of the Schedule and shown on the plan attached
hereto as Exhibit A, subject to the covenants and conditions set forth in this Lease, for a
term (the “Term”) commencing on the date (the “Commencement Date”) Landlord delivers
possession of the Premises to Tenant with Landlord’s Work and Tenant’s Work (as such terms
are defined in the Work Letter Agreement attached hereto as Exhibit C (the “Work Letter”))
substantially completed, and expiring on May 31, 2019 (the “Expiration Date”), unless
otherwise extended as provided in Section 32 below. For purposes of this Lease, the term
“Lease Year” shall mean the twelve (12) month period beginning on the Rent Commencement Date
described in Item 8 of the schedule and each consecutive twelve (12) calendar month period
thereafter which falls in whole or in part during the Term. Tenant shall complete and
furnish to Landlord, on or before occupancy of the Premises, the Suite Acceptance Agreement
attached hereto as Exhibit D, which shall acknowledge the Commencement Date, the Rent
Commencement Date and the Expiration Date. Paragraph 1 of the Work Letter sets forth
Landlord’s liability and Tenant’s remedies for any delay in completion of Landlord’s Work
(as defined in the Work Letter).




B. Fourth Floor Space.
 Not later than four (4) months after the Effective Date,
Tenant shall notify Landlord whether Tenant elects to lease additional space on the fourth
floor of the Building upon all of the same terms and conditions as Tenant’s lease of the
Premises described in Item 1 of the Schedule. If Tenant elects to lease such additional
space, Tenant must lease a minimum of 5,757 rentable square feet and the configuration of
both that part of the Premises on the fourth floor of the Building and any remaining portion
of said floor shall be capable of satisfying all applicable building codes and shall
otherwise be in a reasonably marketable configuration, which shall include a reasonable
portion of the window lines and reasonable access to the elevator lobbies. If Tenant elects
to lease such additional space on the fourth floor of the Building, Landlord and Tenant
shall promptly enter into an amendment to this Lease reflecting such additional portion of
the fourth floor included in the Premises and adjusting the amounts of Base Rent, Tenant’s
Proportionate Share, the Security Deposit and Landlord’s Contribution (as all such terms are
defined herein) accordingly. If Tenant leases less than all of the fourth floor of the
Building, Landlord shall be responsible, at its expense, for constructing the common
corridor on such floor. The leasehold improvements required to prepare such additional
space for Tenant’s occupancy shall be prepared in accordance with the Work Letter. The
amount of the Rentable Area (as hereinafter defined) to be initially leased by Tenant, as
expressly set forth in Item 1B of the Schedule, as such amount may be increased pursuant to
this Section 1B, is hereinafter referred to as the “Initial Rentable Area.”


 


-2-









 





2. RENT.




A. Definitions.
 For purposes of this Lease, the following terms shall have the
following meanings:




(i) “Controllable Expenses” shall mean only those items of Expenses (as
hereinafter defined) where the cost or expense thereof shall be within the
reasonable ability of Landlord to control. Controllable Expenses shall include
specifically, but not be limited to, management fees and general administrative
expenses and window washing charges, elevator maintenance charges, pest control
charges, landscaping charges and marble and metal maintenance charges (but not to
the extent such charges are affected by the non-controllable elements listed in the
immediately following sentence). Specifically excluded from Controllable Expenses,
without limitation, are the costs and expenses of electricity, fuels and insurance,
the wages of union employees (and the costs and expenses of independent contractors
who employ union employees), costs and expenses of snow-removal and other
weather-dependent items and costs and expenses of security services, facilities and
equipment commensurate with the security services, facilities and equipment provided
in Class A office buildings in the Reston/Herndon, Virginia submarket. Such
limitation on Controllable Expenses shall apply only to Controllable Expenses and
not to other items of Expenses or Taxes (as hereinafter defined) and shall not limit
or otherwise affect Tenant’s obligations regarding the payment of any component of
Rent other than the Controllable Expenses component of Adjustment Rent (as
hereinafter defined).




(ii) “Expenses” shall mean all expenses, costs and disbursements (other than
Taxes) paid or incurred by Landlord in connection with the ownership, management,
maintenance, operation, replacement and repair of the Complex. Expenses shall not
include: (a) costs of tenant alterations; (b) costs of capital improvements,
repairs and replacements (except for costs of any capital improvements (1) made or
installed (or service agreement or lease entered into) for the purpose of reducing
Expenses or improving the operating efficiency of any system within the Complex, but
only to the extent of actual reductions or improvement(s) to efficiencies during the
Term, or (2) made or installed pursuant to governmental requirement or insurance
requirement first applicable after the date of this Lease, which costs shall be
amortized by Landlord over the useful life of the improvement in accordance with
sound accounting and management principles); (c) interest and principal payments on
mortgages (except interest on the cost of any capital improvements for which
amortization may be included in the definition of Expenses) or any rental payments
on any ground leases (except for rental payments which constitute reimbursement for
Taxes and Expenses); (d) advertising expenses and leasing commissions; (e)
management fees in excess of three percent (3%) of the gross revenues from the
Complex; (f) any cost or expenditure for which Landlord is reimbursed, whether by
insurance proceeds or otherwise, except through Adjustment Rent; (g) the cost of any
kind of service furnished to any other tenant in the Complex which Landlord does not
generally



 


-3-









 






make available to all tenants in the Complex; (h) legal expenses for
negotiating leases, disputes with tenants (except for reasonable attorneys’ fees in
connection with enforcing Landlord’s written rules and regulations), legal and
auditing fees, other than those legal and auditing fees necessarily and reasonably
incurred in connection with the maintenance and operation of the Complex, and legal
or accounting fees incurred in connection with any debt or equity financing of all
or any portion of the Complex; (i) salaries, wages, or other compensation paid to
employees of any property management organization above the level of property
manager, or its equivalent; (j) costs incurred to correct violations by Landlord of
any law, rule, order or regulation which was in effect as of the date of this Lease;
(k) depreciation of any portion of the Building or Complex; (l) interest, late
charges or penalties payable by Landlord due to Landlord’s failure to make timely
payment of any Taxes or other payments; (m) costs associated with the operation of
the business of the ownership or entity that constitutes “Landlord,” as
distinguished from the cost of Complex operations; (n) bad debt loss, rent loss, or
reserves for such losses (except for the premiums, if any, for rent loss insurance);
(o) costs incurred to correct construction defects in the initial construction of
the Building or Complex; and (p) executive salaries and bonuses paid to any Landlord
employees to the extent not directly involved in the day to day operations of the
Complex. Expenses shall be determined on an accrual basis.




(iii) “Rent” shall mean Base Rent, Adjustment Rent and any other sums or
charges due by Tenant hereunder.




(iv) “Rentable Area” of any part of the Complex (e.g., the Premises, any
expansion space or the entire Complex) shall be determined pursuant to the Standard
Method for Measuring Floor Area in Office Buildings published by Building Owners and
Managers Association International, ANSI/BOMA Z65.1-1996.




(v) “Taxes” shall mean all taxes, assessments and fees levied upon the Complex,
the property of Landlord located therein or the rents collected therefrom, by any
governmental entity based upon the ownership, leasing, renting or operation of the
Complex, including all reasonable costs and expenses of protesting any such taxes,
assessments or fees. Taxes shall not include any net income, capital stock,
succession, transfer, franchise, gift, estate or inheritance taxes; provided,
however, if at any time during the Term, a tax or excise on income is levied or
assessed by any governmental entity, in lieu of or as a substitute for, in whole or
in part, real estate taxes or other ad valorem taxes, such tax shall
constitute and be included in Taxes. For the purposes of determining Taxes for any
given year, the amount to be included for such year (a) from special assessments
payable in installments shall be the amount of the installments (and any interest)
due and payable during such year, and (b) from all other Taxes shall be the amount
assessed and payable for such year.


 


-4-









 






(vi) “Tenant’s Proportionate Share” shall mean the percentage set forth in Item
4 of the Schedule which has been determined by dividing the Rentable
Area of the Premises (i.e., the number of rentable square feet stated in Item
1B of the Schedule) by the Rentable Area of the Complex (i.e., 357,268 square feet).




B. Components of Rent.
 Tenant agrees to pay the following amounts to Landlord at
Landlord’s office at the Complex or at such other place as Landlord designates:




(i) From and after the Rent Commencement Date, base rent (“Base Rent”) to be
paid in monthly installments in the amount set forth in Item 3 of the Schedule in
advance on or before the first day of each month of the Term without demand.




(ii) From and after the first anniversary of the Rent Commencement Date,
adjustment rent (“Adjustment Rent”) in an amount equal to Tenant’s Proportionate
Share of (a) the amount by which the Expenses for each calendar year exceed the
Expenses for the Base Year (as defined in Item 5 of the Schedule); and (b) the
amount by which the Taxes for each calendar year exceed the Taxes for the Base Year.
Prior to each calendar year, or as soon thereafter as reasonably possible, Landlord
shall estimate the amount of Adjustment Rent due for such year, and Tenant shall pay
Landlord one-twelfth (1/12th) of such estimate on the first day of each
month during such year. Such estimate may be revised by Landlord whenever it
obtains information relevant to making such estimate more accurate (but not more
than twice per year). After the end of each calendar year, Landlord shall deliver
to Tenant a reconciliation statement setting forth the actual Expenses and Taxes for
such calendar year, the amount by which such Expenses and Taxes exceeded the
Expenses and Taxes for the Base Year and statements of the amount of Adjustment Rent
that Tenant has paid and is payable for such year (Landlord may issue separate
reports and statements for Expenses and Taxes or, at its option, may issue a
combined report and statement) (Landlord shall use reasonable efforts to deliver
such report for a calendar year by April 30 of the following year). Within thirty
(30) days after receipt of such report, Tenant shall pay to Landlord the amount of
Adjustment Rent due for such calendar year minus any payments of Adjustment Rent
made by Tenant for such year. If Tenant’s estimated payments of Adjustment Rent
exceed the amount due Landlord for such calendar year, Landlord shall apply such
excess as a credit against Tenant’s other obligations under this Lease or promptly
refund such excess to Tenant if the Term has already expired, provided Tenant is
not then in Default hereunder, in either case without interest to Tenant.




C. Payment of Rent.
 The following provisions shall govern the payment of Rent: (i)
if this Lease commences or ends on a day other than the first day or last day of a calendar
month, respectively, the Monthly Base Rent for the month in which this Lease so begins or
ends shall be prorated; if this Lease commences or ends on a day other than the first day or
last day of a calendar year, respectively, the Adjustment Rent for the year in which this
Lease so begins or ends shall be prorated and the monthly installments shall be adjusted
accordingly; (ii) all Rent shall be paid to Landlord without offset or deduction, except as
otherwise expressly set forth herein, and the covenant to pay Rent



 


-5-









 






shall be independent of every other covenant in this Lease; (iii) if during all or any
portion of any year at least 95% of the rentable area of the Complex is not fully rented and
occupied, Landlord shall make an appropriate adjustment of Expenses for such year to
determine the Expenses that would have been paid or incurred by Landlord had the rentable
area of the Complex been 95% rented and occupied for the entire year with all tenants paying
full rent and the amount so determined shall be deemed to have been the Expenses for such
year. If during all or any portion of any year the Complex is not fully assessed for
purposes of determining Taxes, Landlord shall make an appropriate adjustment of Taxes for
such year to determine the Taxes that would have been paid had the Complex been fully
assessed for the entire year and the amount so determined shall be deemed to have been the
Taxes for such year; (iv) any sum due from Tenant to Landlord which is not paid when due
shall bear interest from the date due until the date paid at an annual rate equal to the
Prime Rate plus 2% (the “Prime Rate” shall mean the rate then most recently published in the
Wall Street Journal as the “Prime Rate” or, if the Wall Street Journal no
longer publishes such information, a comparable source reasonably selected by Landlord), but
in no event higher than the maximum rate permitted by law (the “Default Rate”); and, in
addition, Tenant shall pay Landlord a late charge for any Rent payment which is paid more
than five (5) business days after its due date equal to 5% of such payment (provided Tenant
shall not be liable for such 5% late charge the first two (2) times Tenant fails to timely
pay Rent when due in any calendar year unless, with respect to each such incidence, such
failure continues for more than five (5) days after written notice); (v) if changes are made
to this Lease or the Complex changing the number of square feet contained in the Premises or
in the Complex, Landlord shall make an appropriate adjustment to Tenant’s Proportionate
Share; (vi) Tenant shall have the right, upon reasonable prior written notice to Landlord,
to inspect Landlord’s accounting records relative to Expenses and Taxes during normal
business hours at any time within one hundred eighty (180) days following the furnishing to
Tenant of the annual statement of Adjustment Rent; and, unless Tenant shall take written
exception to any item in any such statement within such one hundred eighty (180) day period,
such statement shall be considered as final and accepted by Tenant. Notwithstanding the
foregoing, if Tenant audits the Taxes or Expenses and discovers an error of greater than
three percent (3%), Tenant shall have a right to audit prior years’ statements for errors
relating to the same items. Tenant must timely pay all Adjustment Rent billed by Landlord
pending the outcome of its inspection or any audit of Landlord’s accounting records. If
Tenant makes such timely written exception, an audit as to the proper amount of Adjustment
Rent for such period shall be performed by an independent certified public accounting firm
selected by Tenant and reasonably acceptable to Landlord, which audit shall be final and
conclusive. If the results of such audit reveal that Tenant has overpaid or underpaid
Adjustment Rent for the applicable year, Landlord shall pay to Tenant such overpayment or
Tenant shall pay to Landlord such underpayment, as applicable, within thirty (30) days after
the results of such audit are reported to the parties. Tenant agrees to pay the entire cost
of such audit unless it is determined that Landlord’s original determination of the
Adjustment Rent for the year in issue was in error by more than three percent (3%), in
which case Landlord agrees to pay the cost of such audit; (vii) in the event of the
termination of this Lease prior to the determination of any Adjustment Rent, Tenant’s
agreement to pay any such sums and



 


-6-









 






Landlord’s obligation to refund any such sums (provided Tenant is not in Default hereunder)
shall survive the termination of this Lease; (viii) no adjustment to the Rent by virtue of
the operation of the rent adjustment provisions in this Lease shall result in the payment by
Tenant in any year of less than the Base Rent shown on the Schedule; (ix) Landlord may at
any time change the fiscal year of the Building with notice to Tenant; (x) each amount owed
to Landlord under this Lease for which the date of payment is not expressly fixed shall be
due on the last to occur of (x) the same date as the Rent listed on the statement showing
such amount is due and (y) thirty (30) days after delivery of the statement; (xi) if
Landlord fails to give Tenant an estimate of Adjustment Rent prior to the beginning of any
calendar year, Tenant shall continue to pay Adjustment Rent at the rate for the previous
calendar year until Landlord delivers such estimate, at which time Tenant shall pay
retroactively the increased amount for all previous months of such calendar year or Landlord
shall credit any overpayment against Rent next coming due, as applicable; and (xii) Tenant
shall be responsible for paying any recordation tax incurred with respect to recording a
memorandum of this Lease, if requested by Tenant.




D. Caps on Adjustment Rent.
 Notwithstanding anything in this Section 2 to the
contrary, commencing in the second Lease Year, solely for purposes of calculating Adjustment
Rent, Controllable Expenses (as defined above) per square foot of Rentable Area of the
initial Premises for each Lease Year shall not exceed an amount equal to 104% of the total
actual Controllable Expenses per square foot of Rentable Area of the initial Premises for
the immediately preceding Lease Year.




E. Separation of Common Ownership.
 It is contemplated that all components of the
Complex will retain common ownership during the Term. If, however, there is no longer
common ownership of the Building and the North Tower, then (i) Tenant’s Proportionate Share
shall be recalculated based upon the percentage of the Rentable Area of the Premises divided
by the Rentable Area of the Building, (ii) Expenses and Taxes shall be based upon the
respective amounts incurred with respect to the Building and not the Complex as a whole
(provided Landlord may include in Expenses and Taxes amounts based upon the Building’s share
of Expenses and Taxes that benefit or apply to the Complex as a whole) and (iii) Landlord
and Tenant shall amend this Lease as equitably required to reflect such separation of common
ownership.



3. USE.
 Tenant agrees that it shall occupy and use the Premises only for general office use and
for any other lawful purpose ancillary to general office use and consistent with a Class A office
building, and for no other purposes. Tenant shall comply with all federal, state and municipal
laws, ordinances, rules and regulations and all covenants, conditions and restrictions of record
applicable to Tenant’s use or occupancy of the Premises. Without limiting the foregoing, except for
any hazardous or toxic substances used for ordinary office purposes in compliance with applicable
environmental laws, Tenant shall not cause, nor permit, any hazardous or toxic substances to be
brought upon, produced, stored, used, discharged or disposed of in, on or about the Premises
without the prior written consent of Landlord and then only in compliance with all applicable
environmental laws.


 


-7-









 





4. CONDITION OF PREMISES.




A. Initial Condition.
 Tenant’s taking possession of the Premises shall be
conclusive evidence that the Premises were in good order and satisfactory condition when
Tenant took possession, subject to latent defects specified in a written notice given by
Tenant to Landlord during the first eleven (11) months of the Term (failure of Tenant to
timely notify Landlord of any such latent defects shall be deemed a waiver and acceptance by
Tenant of such latent defects). No agreement of Landlord to alter, remodel, decorate, clean
or improve the Premises or the Building (or to provide Tenant with any credit or allowance
for the same), and no representation regarding the condition of the Premises or the
Building, have been made by or on behalf of Landlord or relied upon by Tenant, except as
stated in the Work Letter.




B. Americans With Disabilities Act.
 The parties acknowledge that the Americans With
Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines
promulgated thereunder, as amended and supplemented from time to time (collectively referred
to herein as the “ADA”) establish requirements under Title III of the ADA (“Title III”)
pertaining to business operations, accessibility and barrier removal. To the best of
Landlord’s knowledge, the structural components and common areas of the Complex will be in
compliance with the ADA as of the Commencement Date. Any future modifications necessary for
the structural components and common areas to be in compliance with the ADA shall be
Landlord’s responsibility (subject to inclusion of the costs of compliance in Expenses as
provided in Section 2A(ii)(b)(2)). Tenant acknowledges and agrees that to the extent that
Landlord prepares, reviews or approves any of plans or specifications relating to leasehold
improvements in the Premises, such action shall in no event be deemed any representation or
warranty that the same comply with any requirements of the ADA. After the Commencement
Date, Tenant shall be solely responsible for all requirements under the ADA relating to
Tenant or any affiliates or persons or entities related to Tenant, operations of Tenant or
its affiliates, or the Premises, including, without limitation, requirements under Title I
of the ADA pertaining to Tenant’s employees.




C. Environmental.
 Landlord shall deliver the Premises to Tenant free from any
hazardous substances or toxic materials in violation of applicable laws, rules and
regulations in effect as of the date of such delivery.



5. BUILDING SERVICES.




A. Basic Services.
 Landlord shall furnish the following services: (i) heating and
air conditioning in accordance with the specifications set forth on Schedule 1 attached to
the Work Letter, daily from 8:00 A.M. to 7:00 P.M. (Saturday from 9:00 A.M. to 2:00 P.M.),
Sundays and Holidays (as hereinafter defined) excepted (provided that by written notice to
Landlord not later than August 31, 2008, Tenant may elect that the weekday hours for heating
and air conditioning will instead be from 7:00 A.M. to 6:00 P.M.); (ii) water for drinking
and hot water for lavatory services, and water at Tenant’s expense for any full service
kitchen in the Premises (subject to Section 5H); (iii) men’s and women’s restrooms at
locations designated by Landlord and in common with



 


-8-









 






other tenants of the Building; (iv) evening janitor service (after the standard hours for
heating and air conditioning specified in clause (i) above) in the Premises (provided that
Tenant shall have the right to hire an independent third party janitorial firm to clean the
Secured Area (as hereinafter defined) and in such circumstance Landlord shall have no
obligation to provide janitor service to such area) and common areas of the Building,
weekends and Holidays excepted, including periodic outside window washing of the perimeter
windows in the Premises (at least four times per year); and (v) access to the Premises and
passenger elevator service in common with Landlord and other tenants of the Building, 24
hours a day, 7 days a week (with at least two (2) elevators in service during normal
business hours and at least one (1) elevator in service at all other times); and freight
elevator service daily, weekends and Holidays excepted, upon request of Tenant and subject
to scheduling and reasonable charges by Landlord (provided there shall be no charge for
Tenant’s use of the freight elevator during its initial build-out, move into and final move
out of the Building and there shall be no charge for such freight elevator during normal
business hours or at any other time unless Tenant’s use requires, as reasonably determined
by Landlord, the presence of an engineer at the Building at a time when an engineer would
not normally be present). For purposes of this Section 5.A, “Holidays” shall mean New Years
Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day,
Thanksgiving, and Christmas.




B. Electricity.
 Landlord agrees to furnish to the Premises, subject to reasonable
rules and regulations, electricity for normal lighting and normal office equipment, the cost
of which shall be included in Expenses. Tenant shall not, without the prior written consent
of Landlord, use any apparatus or device in the Premises which will in any way increase the
amount of electricity used above that usually furnished or supplied for the use of the
Premises as general office space, nor connect any apparatus or device with electric current
lines except through existing electrical outlets in the Premises. If Tenant desires to use
electric current in excess of that usually furnished or supplied for the use of the Premises
as general office space, Tenant shall request the same from Landlord in writing. Landlord
shall not unreasonably refuse such request if sufficient capacity is then available. If
such request is granted, Landlord shall cause an electrical current meter to be installed in
the Premises to measure the amount of electric current consumed. Tenant agrees to pay
within thirty (30) days after demand therefor from Landlord the cost of any such meters and
of the installation, maintenance and repair thereof, and the charges for all electric
current consumed as shown by said meters in excess of the amount consumed in connection with
the use of the Premises as general office space, at the rates charged for such services by
the utility furnishing the same, plus any actual and reasonable additional expense incurred
in keeping account of the electric current so consumed. If a separate meter is not
installed, Tenant agrees to pay the cost for such excess electric current as established by
an estimate of the amount of such excess use made by a utility company or an electrical
engineer reasonably selected by Landlord.


 


-9-









 






Notwithstanding the foregoing, Tenant may instead elect to receive its electricity
directly from the utility company serving the Complex. If Tenant makes such election, (x)
Tenant shall provide at least sixty (60) days prior written notice to Landlord, (y) Tenant
shall arrange for the Premises to be separately metered by the utility company at
Tenant’s sole cost and expense and Tenant shall be solely responsible for all bills
from the utility provider for such electricity, and (z) Landlord shall permit Landlord’s
wire and conduits, to the extent available, suitable and safely capable, to be used for such
distribution of electricity. Tenant may not make such election unless Landlord is satisfied
that Tenant’s failure to pay electricity bills owed by Tenant will not affect the furnishing
of electricity to the balance of the Complex. Tenant acknowledges that if Tenant elects to
receive its electricity directly from the utility company, all electricity used during the
performance of janitor service or the making of any alterations or repairs in the Premises,
or the operation of any special air conditioning systems serving the Premises, shall be paid
for by Tenant. From and after the date Tenant commences paying for electricity directly,
(i) the Base Rent per square foot of Rentable Area of the Premises then leased by Tenant
shall be reduced by the cost of electricity per square foot of Rentable Area of the Premise
incurred by Landlord during the Base Year, as such amount was escalated annually by 2.5% per
year (or, if Tenant makes such election prior to the conclusion of the Base Year, then
Landlord’s estimate of such amount which shall be $1.25 per square foot of Rentable Area of
the Premises, and which cost will be audited after the conclusion of the Base Year, and
Tenant and Landlord agree to reconcile said electricity bills in the manner set forth in
Section 2C(vi) above) and (ii) Expenses shall not include any costs for providing
electricity to any tenant’s premises.




C. Telephones.
 Tenant shall be responsible for arranging for its own
telecommunications services at the Premises. All telegraph, telephone, and electric
connections which Tenant may desire shall be first approved by Landlord in writing before
the same are installed, and the location of all wires and the work in connection therewith
shall be performed by contractors reasonably approved by Landlord and shall be subject to
the direction of Landlord. Landlord reserves the right to reasonably designate and control
the entity or entities providing telephone or other communication cable installation, repair
and maintenance in the Building and to reasonably restrict and control access to telephone
cabinets. Tenant shall be responsible for and shall pay all costs incurred in connection
with the installation of telephone cables and related wiring in the Premises, including,
without limitation, any hook-up, access and maintenance fees related to the installation of
such wires and cables in the Premises and the commencement of services therein, and the
maintenance thereafter of such wire and cables; and there shall be included in Expenses all
installation, hook-up or maintenance costs incurred by Landlord in connection with telephone
cables and related wiring in the Building which are not allocable to any individual users of
such service but are allocable to the Building or the Complex generally. If Tenant fails to
maintain all telephone cables and related wiring in the Premises and such failure affects or
interferes with the operation or maintenance of any other telephone cables or related wiring
in the Complex and if such failure further continues for five (5) business days after
written notice from Landlord, Landlord or any vendor hired by Landlord may enter into and
upon the Premises forthwith and perform such repairs, restorations or alterations as
Landlord deems necessary in order to eliminate any such interference (and Landlord may
recover from Tenant all of Landlord’s reasonable costs in connection therewith). Tenant
agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant,
or any of Tenant’s employees, agents, customers or invitees or anyone claiming through, by
or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action
because of any interruption, diminution, delay or discontinuance at any time for any reason
in the furnishing of any telecommunications service to the Premises or the Building.

 


-10-









 








D. Additional Services.
 Landlord shall not be obligated to furnish any services
other than those stated above or expressly stated elsewhere in this Lease. If Landlord
elects to furnish services requested by Tenant in addition to those stated above (including
services at times other than those stated above), Tenant shall pay Landlord’s then
prevailing charges for such services. Notwithstanding the foregoing, after-hours HVAC
service shall be provided to Tenant upon request for an additional cost equal to the actual
and direct cost increase of any electrical service and any other utility required and the
actual incremental cost increase of any direct additional labor required to provide such
services. If Tenant shall fail to make any such payment within thirty (30) days after
notice from Landlord, Landlord may, in addition to all other remedies available to Landlord,
discontinue any additional services. No discontinuance of any such additional service shall
result in any liability of Landlord to Tenant or be considered as an eviction or a
disturbance of Tenant’s use of the Premises. In addition, if Tenant’s concentration of
personnel or equipment exceeds the maximum load densities set forth in Schedule 1 attached
to the Work Letter, and if such concentration is not corrected within five (5) business days
after written notice from Landlord, Landlord may install supplementary air conditioning
units in the Premises, and Tenant shall pay for the cost of installation, operation and
maintenance thereof, provided that such units serve only the Premises.




E. Failure or Delay in Furnishing Services.
 Tenant agrees that Landlord shall not
be liable for damages for failure or delay in furnishing any service stated above if such
failure or delay is caused, in whole or in part, by any one or more of the events stated in
Section 25H below, nor shall any such failure or delay be considered to be an eviction or
disturbance of Tenant’s use of the Premises, or relieve Tenant from its obligation to pay
any Rent when due, or from any other obligations of Tenant under this Lease.
Notwithstanding the foregoing, if as a result of a negligent act or omission of Landlord or
any employee of Landlord (as distinguished from an act or omission of Tenant or the
occurrence of an event of force majeure (as defined in Section 25H hereof) or the occurrence
of a fire or other casualty which is covered by Section 12 hereof), any service to the
Premises as described above is not furnished to the Premises and if as a result thereof the
Premises, or a material part of the Premises, is rendered untenantable or inaccessible for a
period of three (3) consecutive business days, and Tenant does not conduct business in the
Premises, or such material part thereof which is rendered untenantable or inaccessible,
during such 3-business day period, then as Tenant’s sole remedy for such failure to furnish
such service, Base Rent and Adjustment Rent payable for such portion of the Premises which
Tenant does not so occupy shall abate for the period commencing on the date of such
interruption and expiring on the date such service is restored or Tenant is able to resume
occupancy of the Premises or such material part thereof, as the case may be. (As used
herein, the phrase “material part” shall mean an amount which in Tenant’s reasonable
judgment prevents Tenant from conducting its ordinary and customary business operations.)


 


-11-









 






F. Security.
 As part of Landlord’s Work Landlord will install, at Landlord’s sole
cost and expense, a security access system allowing Tenant to control access by the
elevators, including the freight elevator, to floors that are leased by Tenant in their
entirety. Such security access system will also control access to the Building’s entrances.
Landlord shall provide to Tenant at Landlord’s sole cost and expense seven hundred (700)
access cards prior to Tenant taking occupancy of the Premises. Additional and replacement
access cards will cost $10.00 per card, subject to reasonable increase of such charge by
Landlord from time to time.




G. Fitness Center.
 Landlord shall operate, or cause to be operated, a fitness
center in the Complex (the “Fitness Center”). The Fitness Center shall commence operations
on or before the last to occur of (x) the date Tenant commences full business operations in
the Premises and (y) the Target Commencement Date. The Fitness Center shall be sufficiently
large to accommodate the anticipated population of the Complex. The Fitness Center shall
include an appropriate number of showers, lockers, locker rooms and changing areas for the
anticipated population of the Complex. All commercially reasonable costs and expenses
incurred by Landlord in managing, operating and maintaining the Fitness Center shall be
included in Expenses. There shall be no charge to Tenant’s employees who primarily work at
the Complex for use of the Fitness Center.




H. Deli.
 Landlord shall operate, or cause to be operated, a deli/café in the
Complex comparable to such food service establishments in Class A office buildings in the
Reston/Herndon, Virginia submarket (the “Deli”). The Deli shall, at a minimum, serve
breakfast and lunch. The Deli shall commence operations on or before the last to occur of
(x) the date Tenant commences full business operations in the Premises and (y) the Target
Commencement Date. The Deli shall be sufficiently large to accommodate the anticipated
population of the Complex. All commercially reasonable costs and expenses incurred by
Landlord in managing, operating and maintaining the Deli shall be included in Expenses, but
all gross revenues from the Deli shall be offset against Expenses. In the event, after the
initial opening of the Deli, the operator or tenant of the Deli breaches its operating
agreement or such operating agreement expires or terminates, Landlord shall within ninety
(90) days thereof either resume operations of the Deli or locate and install a subsequent
operator to resume the operations of the Deli. So long as Landlord is operating the Deli,
Tenant agrees not to operate a competing deli or cafeteria in the Premises.


 


-12-









 






I. Conference Room.

Landlord shall make available to the tenants in the Complex a conference room (the
“Conference Room”). The Conference Room shall be at the location shown on Exhibit H
attached hereto, provided Landlord may at any time and from time to time relocate the
Conference Room to a different location in the Complex, provided such relocated Conference
Room shall be of comparable size and quality. All costs and expenses incurred by Landlord
in managing, operating and maintaining the Conference Room shall be included in Expenses.
There shall be no charge to Tenant for use of the Conference Room, so long as Tenant leaves
the Conference Room in a clean and tidy condition. Tenant’s use of the Conference Room
shall be subject to reasonable rules and regulations therefor promulgated by Landlord and to
Landlord’s scheduling requirements.




J. Concierge Service.





Landlord shall operate, or cause to be operated, a concierge/management service in the
Complex, of a type and quality equivalent to similar concierge/management services provided
by landlords to tenants in Class A office buildings in the Reston/Herndon, Virginia
submarket. All costs and expenses of such concierge/management service shall be included in
Expenses.



6. RULES AND REGULATIONS.
 Tenant shall observe and comply and shall cause its subtenants,
assignees, invitees, employees, contractors and agents to observe and comply, with the rules and
regulations listed on Exhibit B attached hereto and with such reasonable modifications and
additions thereto as Landlord may make from time to time, provided that Tenant is given prior
written notice of such modifications and additions. Landlord shall not be liable for failure of
any person to obey such rules and regulations. Landlord shall not be obligated to enforce such
rules and regulations against any person, and the failure of Landlord to enforce any such rules and
regulations shall not constitute a waiver thereof or relieve Tenant from compliance therewith.
Landlord will not unreasonably discriminate against Tenant in the enforcement of the rules and
regulations. In the event of a conflict between the terms of this Lease and the rules and
regulations, the terms of this Lease shall control.



7. CERTAIN RIGHTS RESERVED TO LANDLORD.
 Landlord reserves the following rights, each of which
Landlord may exercise without notice to Tenant (except as otherwise provided below) and without
liability to Tenant, and the exercise of any such rights shall not be deemed to constitute an
eviction or disturbance of Tenant’s use or possession of the Premises and shall not give rise to
any claim for set-off or abatement of rent or any other claim: (a) to change the name or street
address of the Building or the Complex or the suite number of the Premises (provided that if such
change is not required by any governmental entity and Landlord does not give Tenant at least ninety
(90) days prior written notice of such change, Landlord shall reimburse Tenant for the reasonable
cost of replacing Tenant’s stationery then in stock or under uncancellable order which is rendered
obsolete by such change); (b) to install, affix and maintain any and all signs on the exterior or
interior of the Complex (provided they do not materially affect Tenant’s views or obstruct Tenant’s
exterior signage described in Section 27A(i) and provided, with respect to signs installed for
Landlord (such as, for example, “For Rent” signs, as opposed to signs installed for another tenant
or signs required by law), they do not materially detract from Tenant’s exterior signage); (c) to
make repairs, decorations, alterations, additions, or improvements, whether structural or
otherwise, in and about the Complex, and for such purposes and after reasonable prior notice to
Tenant (excluding emergencies, when such notice shall not be required except as provided herein) to
enter upon the Premises, temporarily close doors, corridors and other areas in the Complex and
interrupt or



 


-13-









 






temporarily suspend services or use of common areas. If such actions by Landlord will
interrupt the ordinary and customary course of Tenant’s business, Landlord shall perform such work
at times other than during ordinary business hours at Tenant’s request and at no additional expense
to Tenant (Landlord may include the costs of such work in Expenses to the extent allowed pursuant
to Section 2), excluding repairs to correct an emergency situation, which Landlord may perform
during ordinary business hours; (d) to retain at all times, and to use in appropriate instances,
keys to all doors within and into the Premises. Notwithstanding the foregoing, Tenant may, at its
own expense, provide its own locks to a single area within the Premises (the “Secured Area”).
Tenant shall use the Secured Area only for general office uses and ancillary uses. If
Landlord desires to gain access to the Secured Area in a non-emergency situation, Landlord shall
contact Tenant and Landlord and Tenant shall arrange a mutually agreed upon time for Landlord to do
so; Landlord shall comply with all reasonable security measures pertaining to the Secured Area.
Tenant acknowledges that Landlord will not be obligated to provide janitorial or trash removal
services to the Secured Area and Tenant shall do so, at its expense, and shall keep the Secured
Area in a clean condition. Landlord shall not be liable for any damage to the Secured Area or any
part of the balance of the Premises if Landlord was unable to prevent such damage, or such damage
was caused or exacerbated due to Tenant’s restrictions on Landlord’s access to the Secured Area.
The limitations on Landlord’s access to the Secured Area will not limit any remedy available to
Landlord following a Default by Tenant under the Lease. Tenant’s right to maintain a Secured Area
is subject to compliance with all applicable laws, codes and ordinance and any additional costs
incurred by Landlord as a result of such compliance shall be Tenant’s responsibility and paid to
Landlord within thirty (30) days after demand; (e) to grant to any person or to reserve unto itself
the exclusive right to conduct any business or render any service in the Complex (provided no such
exclusive right shall preclude use of the Premises for general office use or ancillary uses
thereto); (f) to show (but only within the last twelve (12) months of the Term or after Tenant has
vacated the Premises) or inspect the Premises at reasonable times and upon not less than 24 hours
prior oral or telephonic notice to Tenant at the Premises (excluding inspections relating to an
emergency, when no such notice shall be required): (g) to install, use and maintain in and through
the Premises, pipes, conduits, wires and ducts serving the Complex, provided that such
installation, use and maintenance does not unreasonably interfere with Tenant’s use of the
Premises; and (h) to take any other reasonable action in connection with the operation, maintenance
or preservation of the Complex. In the exercise of the foregoing rights, Landlord shall use
diligent efforts to avoid interfering with Tenant’s business operations in the Premises.



8. MAINTENANCE AND REPAIRS.
 Landlord shall maintain in good order and in a manner consistent with
Class A office buildings in the Reston/Herndon, Virginia submarket, and repair the structural
elements, roof, exterior walls and windows and public common areas of the Complex, and the base
building plumbing, mechanical, electrical, life safety and heating, ventilating and air
conditioning systems serving the Complex. Subject to Tenant’s obligations pursuant to this Section
8, Landlord shall also perform any maintenance or make any repairs to the Complex as Landlord may
reasonably deem necessary for the safety, operation or preservation of the Complex, or as Landlord
may be required or requested to do by any governmental authority or by the order or decree of any
court or by any other proper authority. The costs and expenses of Landlord’s maintenance and
repairs to the Complex shall be included in Expenses, except to the extent prohibited pursuant to
Section 2A(ii)(b). Tenant, at its expense, shall maintain and keep the Premises in good order and
repair at all times during the Term. In addition, Tenant shall reimburse Landlord for the cost of
any repairs to the Complex necessitated by the negligent acts or omissions or wilful misconduct of
Tenant, its subtenants, assignees, invitees, employees, contractors and agents, to the extent
Landlord is not reimbursed for such costs under its insurance policies.


 


-14-









 





9. ALTERATIONS.




A. Requirements.
 Tenant shall not make any replacement, alteration, improvement or
addition to or removal from the Premises (collectively an “alteration”)
without the prior written consent of Landlord. In the event Tenant proposes to make any
alteration, Tenant shall, prior to commencing such alteration, submit to Landlord for prior
written consent: (i) detailed plans and specifications; (ii) a list of the names, addresses
and copies of contracts for all contractors; (iii) all necessary permits (if any are
required) evidencing compliance with all applicable governmental rules, regulations and
requirements; provided that Tenant may instead deliver copies of the applications for such
permits for Landlord’s review, with copies of the actual permits to be provided after Tenant
has received Landlord’s consent to such alteration; (iv) certificates of insurance in form
and amounts required by Landlord, naming Landlord and, if so requested, Landlord’s Mortgagee
(as hereinafter defined) and property manager as additional insureds; and (v) all other
documents and information as Landlord may reasonably request in connection with such
alteration. Tenant agrees to pay any out-of-pocket costs reasonably incurred by Landlord in
retaining third parties to review Tenant’s proposed alterations, but there shall be no
review fee otherwise paid to Landlord. Neither approval of the plans and specifications nor
supervision of the alteration by Landlord shall constitute a representation or warranty by
Landlord as to the accuracy, adequacy, sufficiency or propriety of such plans and
specifications or the quality of workmanship or the compliance of such alteration with
applicable law. Notwithstanding the foregoing, no consent shall be necessary for any
alteration (or related alteration) that (i) either (x) costs less than $250,000 (provided
such alteration is not part of related alterations which cost, in the aggregate, more than
$250,000) or (y) only involves painting and/or carpeting the Premises; (ii) does not require
the issuance of a building permit, (iii) does not adversely affect the structural elements
of the Complex or the base Building mechanical, electrical or plumbing systems, the common
areas of the Complex or the use by other tenants in the Complex of their demised premises,
(iv) does not affect the architectural aesthetics of the Complex or the appearance of any
part of the Complex outside the Premises or (v) does not involve the introduction or
disturbance of any hazardous or toxic materials, other than hazardous or toxic materials
used in ordinary construction and office operations in accordance with applicable
environmental laws (provided that even if Landlord’s consent is not necessary for such an
alteration, the following provisions of this Section 9A shall apply). As a condition
precedent to any alteration, Tenant agrees to obtain and deliver to Landlord written and
unconditional waivers of mechanics’ liens upon the Building for all work, labor and services
to be performed, and materials to be furnished, by Tenant’s contractors and suppliers in
connection with such alteration. Each alteration shall be performed in a good and
workmanlike manner and, except for alterations not requiring Landlord’s consent, except in
accordance with the plans and specifications approved by Landlord, and shall meet or exceed
the standards for construction and quality of materials



 


-15-









 






established by Landlord for the
Building. In addition, each alteration shall be performed in compliance with all applicable
governmental and insurance company laws, regulations and requirements. Each alteration
shall be performed in harmony with Landlord’s employees, contractors and other tenants.
Each alteration, whether temporary or permanent in character, made by Landlord or Tenant in
or upon the Premises (excepting only Tenant’s trade fixtures, movable fixtures, movable
cubicle partitions, telephone and other equipment, computer systems, furniture, furnishings,
shelving, specialized cabinetry, uninterruptible power supply systems, transfer switches,
batteries, emergency generators and fuel tanks, high security systems, alarms, SCIF doors,
locks and other
items of personal property (collectively, “Tenant’s Personal Property”)), shall become
Landlord’s property and shall remain upon the Premises at the expiration or, termination of
this Lease without compensation to Tenant. Tenant shall have the right, subject to the
foregoing terms and conditions, to install conduit from the property line to the Premises in
up to three (3) diverse routes, and Tenant acknowledges that such work requires Landlord’s
consent (and such work will be performed in such a manner to minimize interference with the
operations at the Complex).




B. Liens.
 Upon completion of any alteration, Tenant shall promptly furnish Landlord
with full and final waivers of lien covering all labor and materials included in such
alteration and all other documents required to eliminate any mechanics’ lien with respect to
the alteration. Tenant shall not permit any mechanic’s lien to be filed against the
Complex, or any part thereof, arising out of any alteration performed, or alleged to have
been performed, by or on behalf of Tenant. If any such lien is filed, Tenant shall within
fifteen (15) days thereafter have such lien released of record or deliver to Landlord a bond
in form, amount, and issued by a surety satisfactory to Landlord, indemnifying Landlord
against all costs and liabilities resulting from such lien and the foreclosure or attempted
foreclosure thereof. If Tenant fails to have such lien so released or to deliver such bond
to Landlord, Landlord, without investigating the validity of such lien, may pay or discharge
the same; and Tenant shall reimburse Landlord upon demand for the amount so paid by
Landlord, including Landlord’s actual and reasonable expenses and attorneys’ fees.



10. INSURANCE.




A. Tenant’s Insurance.
 Tenant shall throughout the entire Term, at its sole cost
and expense, take out and keep in full force and effect, the following insurance:




(i) property insurance (including but not limited to sprinkler leakage,
ordinance and law, sewer back-up, windstorm and collapse coverage) in an amount
equal to the full replacement cost thereof upon property of every description and
kind owned by Tenant and which is located within the Complex, including, without
limitation, Tenant’s Personal Property;




(ii) business interruption insurance in such amount as will reimburse Tenant
for direct or indirect loss of earnings attributable to all perils insured against
in sub-clause (i) and other perils commonly insured against by prudent tenants or
attributable to prevention of access to the Premises or the Complex as a result of
such perils;


 


-16-









 






(iii) commercial general liability insurance, in conjunction with umbrella or
excess liability insurance, including property damage and bodily injury and personal
injury liability, tenant’s legal liability, contractual liability (including
contractual liability with respect to this Lease) and owners’ and contractors’
protective insurance coverage with respect to the Premises and Tenant’s use of the
Complex, coverage to include the activities and operations conducted by Tenant and
any other person for whom Tenant is at law responsible.




Such policies shall be written on a comprehensive basis with inclusive limits
of not less than Five Million Dollars ($5,000,000) for bodily injury to any one or
more persons or property damage, and such higher limits as Landlord requires from
time to time, acting reasonably and consistent with the then-current insurance
requirements that the majority of the other landlords of comparable buildings in the
Reston/Herndon, Virginia submarket are then requiring of new tenants. Tenant’s
liability insurance shall contain a severability of interests clause and a
cross-liability clause;




(iv) Workers’ compensation or similar insurance in form and amounts required by
law, and Employer’s Liability with not less than the following limits:



	 	 	 
	Each Accident

	 	$500,000

	Disease—Policy Limit

	 	$500,000

	Disease—Each Employee

	 	$500,000; and







(v) any other form of insurance, which Landlord requires from time to time,
acting reasonably and consistent with the then-current insurance requirements that
the majority of the other landlords of comparable buildings in the Reston/Herndon,
Virginia submarket are then requiring of new tenants.




B. Requirements of Tenant’s Insurance.
 All of Tenant’s policies of insurance shall:




(i) be taken out with insurers with a “Best’s Rating” equal to or better than
A- VII (or, if A.M. Best Company no longer publishes insurance ratings, an
equivalent rating from a service reasonably selected by Landlord);




(ii) be in a form reasonably satisfactory from time to time to Landlord which
form may include a reasonable deductible;




(iii) be non-contributing with and shall apply only as primary and not as
excess to any other insurance available to Landlord;




(iv) contain an undertaking by the insurers to notify Landlord in writing not
less than thirty (30) days prior to any cancellation thereof;


 


-17-









 






(v) name Landlord as loss payee and any Mortgagee (as hereinafter defined) as
loss payee and mortgagee with respect to the leasehold improvements; and




(vi) name Landlord, Landlord’s Property Manager and any Mortgagees as an
additional insured.




C. Certificates of Tenant’s Insurance.
 Certificates of insurance or if required by
Landlord certified copies of each such insurance policy will be delivered to Landlord as
soon as practicable after the placing of the required insurance and in any event within
twenty (20) days of the effective date of coverage. No review or approval of any such
insurance certificate by Landlord shall derogate from or diminish Landlord’s rights or
Tenant’s obligations contained in this Section 10.




D. Failure by Tenant to Carry Insurance.
 If Tenant fails to take out or keep in
force any insurance referred to in this Section 10, or should any such insurance not be
approved by Landlord and should Tenant not commence diligently to rectify (and thereafter
proceed diligently to rectify) the situation within three (3) business days after written
notice by Landlord to Tenant (stating, if Landlord does not approve of such insurance, the
reasons therefore), Landlord has the right without assuming any obligation in connection
therewith to effect such insurance at the sole cost of Tenant and all outlays by Landlord
shall be paid by Tenant to Landlord within thirty (30) days after demand as additional Rent
without prejudice to any other rights and remedies of Landlord under this Lease.




E. Landlord’s Insurance.
 Landlord shall at all times throughout the Term carry:




(i) replacement cost insurance on the Complex and any machinery, boilers and
equipment contained therein or servicing the Complex and owned by Landlord or the
owners of the Complex (specifically excluding any property with respect to which
Tenant and other tenants are obliged to insure pursuant to Section 10A or similar
sections of their respective leases) against damage by “all-risks” perils,
including, at its option, the perils of sprinkler leakage, ordinance and law, sewer
back-up, earthquake, flood, windstorm and collapse;




(ii) commercial general liability and property damage insurance with respect to
Landlord’s operations and interest in the Complex in an amount which a prudent
Landlord of similar property would purchase and maintain, and in any event in an
amount not less than the amounts of commercial general liability insurance then
required of Tenant pursuant to this Lease;




(iii) loss of rental income insurance, or loss of insurable gross profits
commonly insured against by prudent landlords, including loss of all rentals
receivable from tenants in the Complex in accordance with the provisions of their
leases, including basic and additional rentals; and


 


-18-









 






(iv) such other form or forms of insurance as Landlord or the Mortgagee
reasonably considers advisable.




Such insurance shall be in such reasonable amounts and with such reasonable deductibles as
would be carried by a prudent owner of a reasonably similar building, having regard to size,
age, use and location. Notwithstanding Landlord’s covenant contained in this Section 10F,
and notwithstanding any contribution by Tenant to the cost of insurance premiums provided
herein, Tenant acknowledges and agrees that no insurable interest is conferred upon Tenant
under any policies of insurance carried by Landlord, and Tenant has no right to receive any
proceeds of any such insurance policies carried by Landlord.




F. Increase in Insurance Premiums.
 Tenant shall not keep, use, sell or offer to
sell in or upon the Premises any article, which may be prohibited by any fire insurance
policy in force from time to time covering the Premises or the Complex. If:




	 	(i)	 	the occupation of the Premises;

	 
	 	(ii)	 	the conduct of business in the Premises; or

	 
	 	(iii)	 	any act or omission of Tenant in the Complex or any part thereof,







causes or results in any increase in premiums for the insurance carried from time to time by
Landlord with respect to the Complex, Tenant shall pay any such increase in premiums as
additional Rent within thirty (30) days after demand by Landlord. In determining whether
increased premiums are caused by or result from the use or occupancy of the Premises, a
schedule issued by the organization computing the insurance rate on the Complex showing the
various components of such rate shall be conclusive evidence of the several items and
charges which make up such rate. Tenant shall comply promptly with all requirements of any
insurer now or hereafter in effect pertaining to or affecting the Premises or the Complex.




G. Cancellation of Insurance.
 If any insurance policy upon the Complex or any part
thereof shall be cancelled or shall be threatened by the insurer to be cancelled or the
coverage thereunder reduced in any way by the insurer by reason of the use or occupation of
the Premises or any part thereof by Tenant or by any assigns or subtenant of Tenant, or by
anyone permitted by Tenant to be upon the Premises, Tenant shall remedy the condition giving
rise to cancellation, threatened cancellation or reduction of coverage within seventy-two
(72) hours after notice thereof by Landlord.




H. Mutual Waiver of Subrogation.
 Landlord and Tenant each agree that neither
Landlord nor Tenant (nor their respective successors or assigns) will have any claim against
the other for any loss, damage or injury to property which is covered by insurance carried
by either party (or which would have been covered if the respective party had carried the
insurance required by this Lease), notwithstanding the negligence of either party in causing
the loss. Each party agrees to obtain an agreement from its insurer permitting the foregoing
waiver if the policy does not expressly permit a waiver of subrogation.


 


-19-









 





11. WAIVER AND INDEMNITY.




A. Waiver.
 Landlord shall not be liable for any death or injury arising from or out
of any occurrence in, upon, at or relating to the Complex, or damage to property of Tenant
or of others located on the Premises or elsewhere in the Complex, nor shall it be
responsible for any loss of or damage to any property of Tenant or others from any cause
whatsoever, except for any such death, injury, loss or damage which results from the
negligent act or omission of Landlord, its agents, servants or employees or other persons
for whom it may at law be responsible, provided that in no event shall Landlord be
responsible for any loss, injury or damage contemplated by Section 10I, or for any indirect
or consequential damages sustained by Tenant or others. Without limiting the
generality of the foregoing, Landlord shall not be liable for any injury or damage to
persons or property resulting from fire, explosion, dampness, falling plaster, falling
ceiling tile, falling ceiling fixtures or from steam, gas, electricity, water, rain, flood,
snow, ice or leaks from any rentable premises or from the pipes, sprinklers, appliances,
plumbing works, roof, windows or subsurface of any floor or ceiling of the Complex or from
the street or any other place or by any other cause whatsoever. Landlord shall not be liable
for any such damage caused by other tenants or persons in the Complex or by occupants of
adjacent property thereto, or the public, or caused by construction or by any private,
public or quasi-public work. All property of Tenant kept or stored on the Premises shall be
so kept or stored at the risk of Tenant only and Tenant shall indemnify Landlord and save it
harmless from any claims arising out of any damage to the same including, without
limitation, any subrogation claims by Tenant’s insurers.




B. Tenant’s Indemnity.
 Except as provided in Section 10I but notwithstanding any
other provision of this Lease, Tenant shall indemnify Landlord and save it harmless from and
against any loss (including loss of Base Rent and Adjustment Rent), claims, actions,
damages, liability and expenses in connection with loss of life, personal injury, damage to
property or any other loss or injury whatsoever arising out of this Lease, or any occurrence
in, upon or at the Premises, or the occupancy or use by Tenant of the Premises or any part
thereof, or occasioned wholly or in part by any act or omission of Tenant or any of Tenant’s
employees, agents, contractors, licensees, invitees, subtenants or assigns. If Landlord
shall, without fault on its part, be made a party of any litigation commenced by or against
Tenant, then Tenant shall protect, indemnify and hold Landlord harmless and shall pay all
costs, expenses and reasonable legal fees incurred or paid by Landlord in connection with
such litigation.




C. Landlord’s Indemnity.
 Except as provided in Section 10I but notwithstanding any
other provision of this Lease, Landlord shall indemnify Tenant and save it harmless from and
against any loss, claims, actions, damages, liability and expenses in connection with loss
of life, personal injury, damage to property or any other loss or injury whatsoever arising
out of any negligent act or omission or willful misconduct of Landlord. If Tenant shall,
without fault on its part, be made a party of any litigation commenced by or against
Landlord, then Landlord shall protect, indemnify and hold Tenant harmless and shall pay all
costs, expenses and reasonable legal fees incurred or paid by Tenant in connection with such
litigation.


 


-20-









 





12. FIRE AND CASUALTY. 
Upon a fire or other casualty affecting the Building, Landlord, with
reasonable diligence, shall restore the Building. Notwithstanding the foregoing, if (i) all or a
substantial part of the Premises or the Building is rendered untenantable by reason of fire or
other casualty, or (ii) a fire or casualty occurs during the last twelve (12) months of the Term,
Landlord may, at its option, either restore the Premises and the Building, or terminate this Lease
effective as of the date of such fire or other casualty. Landlord agrees to give Tenant written
notice within sixty (60) days after the occurrence of any such fire or other casualty designating
whether Landlord elects to so restore or terminate this Lease. If Landlord elects to terminate
this Lease, Rent shall be paid through and apportioned as of the date of such fire or other
casualty. If Landlord elects to restore, Landlord’s obligation to restore the Premises shall be
limited to restoring those improvements in the Premises existing as of the date of such fire or
other casualty which were made at Landlord’s expense (and those improvements made at Tenant’s
expense if and to the extent insurance proceeds are made available to Landlord for such
improvements) and shall exclude Tenant’s Personal Property and any fixtures, additions, alterations
or improvements in or to the Premises which were made at Tenant’s expense and for which insurance
proceeds are not made available to Landlord. If Landlord elects to restore, Base Rent and
Adjustment Rent shall abate for that part of the Premises which is untenantable on a per diem basis
from the date of such fire or other casualty until Landlord has substantially completed its repair
and restoration work, provided that Tenant does not occupy such part of the Premises during said
period. Notwithstanding anything contained in this Section 12 to the contrary, within sixty (60)
days after the date of any fire or other casualty which renders all or a substantial part of the
Premises or the Building untenantable, Landlord shall provide to Tenant in writing Landlord’s good
faith estimate of the time required by Landlord to restore the Premises (“Landlord’s Restoration
Estimate”). If Landlord’s Restoration Estimate exceeds two hundred forty (240) days from the date
of such fire or casualty (or if, during the last year of the Term, more than 33% of the Premises
are rendered untenantable by fire or casualty), then Tenant shall have the right, exercisable by
written notice to Landlord within thirty (30) days after delivery of Landlord’s Restoration
Estimate, to terminate this Lease as of the date of such fire or other casualty. Furthermore, if
neither party elects to terminate this Lease as provided above and Landlord fails to substantially
complete the restoration of the Premises within one hundred twenty (120) days after the time period
set forth in Landlord’s Restoration Estimate (subject to delays caused by or attributable to Tenant
or its agents, employees or contractors or to events of the type described in Section 25H), as
Tenant’s sole and exclusive remedy for such delay in substantial completion of the restoration,
Tenant shall have the right, exercisable by written notice to Landlord within 15 days after the
expiration of such 120-day period, to terminate this Lease as of the date of such fire or other
casualty. Notwithstanding the foregoing, Tenant shall have no right to terminate this Lease if the
fire or other casualty was caused, in whole or in part, by the gross negligence or intentional
misconduct of Tenant or Tenant’s agents, employees, contractors, invitees, subtenants or assigns.
Base Rent and Adjustment Rent for the Premises shall not resume prior to the restoration date
estimated by Landlord unless Tenant actually resumes use and occupancy of the Premises prior to
such date.


 


-21-









 





13. CONDEMNATION. 
If a material portion of the Premises or the Building is rendered untenantable
by reason of a condemnation (or by a deed given in lieu thereof), then either party may terminate
this Lease by giving written notice of termination to the other party within thirty (30) days after
such condemnation, in which event this Lease shall terminate effective as of the date which is the
day immediately preceding the date of such condemnation. If this Lease so terminates, Rent shall
be paid through and apportioned as of such termination date. If such condemnation does not render
the Premises or the Building untenantable, this Lease shall continue in effect and Landlord shall
promptly restore the portion not condemned to the extent reasonably possible to the condition
existing prior to the condemnation. In such event, however, Landlord shall not be required to
expend an amount in excess of the proceeds received by Landlord from the condemning authority.
Landlord reserves all rights to compensation for any condemnation. Tenant hereby assigns to
Landlord any right Tenant may have to such compensation, and Tenant shall make no claim against
Landlord or the condemning authority for compensation for termination of Tenant’s leasehold
interest under this Lease or interference with Tenant’s business; provided, however, Tenant may
pursue a separate claim in a separate proceeding against the condemning authority for Tenant’s
moving costs and the book value of
any leasehold improvements to the Premises paid for by Tenant so long as such claim will not affect
or diminish any award or compensation otherwise recoverable by Landlord.



14. ASSIGNMENT AND SUBLETTING.




A. Landlord’s Consent.
 Tenant shall not, without the prior written consent of
Landlord (which consent to a proposed assignment or sublease shall not be unreasonably
withheld, conditioned or delayed as provided in Section 14B): (i) assign, convey, mortgage
or otherwise transfer this Lease or any interest hereunder, or sublease the Premises, or any
part thereof, whether voluntarily or by operation of law; or (ii) permit the use of the
Premises by any person other than Tenant and its employees, subsidiaries and affiliates (and
Tenant’s clients and contractors in connection with Tenant providing services to or
receiving services from such clients and contractors, respectively). As provided below,
Landlord shall not unreasonably withhold or condition its consent to any proposed assignment
or sublease. Any such transfer, sublease or use described in the preceding sentence (a
“Transfer”) occurring without the prior written consent of Landlord shall be void and of no
effect. Landlord’s consent to any Transfer shall not constitute a waiver of Landlord’s
right to withhold its consent to any future Transfer. Landlord’s consent to any Transfer or
acceptance of rent from any party other than Tenant shall not release Tenant from any
covenant or obligation under this Lease. Landlord may require as a condition to its consent
to any assignment of this Lease that the assignee execute an instrument in which such
assignee assumes the obligations of Tenant hereunder. For the purposes of this paragraph,
the transfer (whether direct or indirect) of all or a majority of the capital stock in a
corporate Tenant (other than the shares of the capital stock of a corporate Tenant whose
stock is publicly traded) or the merger, consolidation or reorganization of such Tenant and
the transfer of all or any general partnership interest in any partnership Tenant shall be
considered a Transfer. Landlord shall have no recapture rights in connection with a
Transfer.


 


-22-









 






B. Standards for Consent.
 If Tenant desires the consent of Landlord to a Transfer,
Tenant shall submit to Landlord, at least thirty (30) days prior to the proposed effective
date of the Transfer, a written notice which includes such information as Landlord may
reasonably require about the proposed Transfer and the transferee. Landlord shall not
unreasonably withhold, condition or delay its consent to any assignment or sublease.
Landlord shall not be deemed to have unreasonably withheld its consent if, in the reasonable
judgment of Landlord: (i) the tenancy or occupancy of the transferee may result in an
adverse affect on the Class A image or reputation of the Complex; (ii) the financial
condition of the transferee is such that it may not be able to perform its obligations in
connection with the assignment or sublease; (iii) the purpose for which the transferee
intends to use the Premises or portion thereof or the identity of the transferee is in
violation of the terms of this Lease or the lease of any other tenant in the Complex; (iv)
the transferee is a tenant of the Complex and Landlord has suitable space in the Complex
available to lease to such party; or (v) any other reasonable basis. If Landlord consents
to any Transfer, Tenant shall pay to Landlord fifty percent (50%) of all rent and other
consideration received by Tenant in excess of the Rent paid by Tenant hereunder for the
portion of the Premises so transferred (after deducting therefrom the amount of all
reasonable and ordinary costs incurred in connection with the Transfer, to
include but not be limited to, brokerage commissions, marketing expenses, free rent, cash
allowances and tenant improvement costs actually paid by Tenant in connection with such
Transfer). Such rent shall be paid as and when received by Tenant. In addition, Tenant
shall pay to Landlord any attorneys’ fees and expenses incurred by Landlord in connection
with any proposed Transfer, whether or not Landlord consents to such Transfer (not to exceed
$2,000 for a routine transaction using Landlord’s prescribed forms).




C. Right To Assign Or Sublease To Qualified Affiliate.
 Notwithstanding anything
contained in this Section 14 to the contrary, provided Tenant is not then in Material
Default (as hereinafter defined) under this Lease, Tenant shall have the right to assign
this Lease or sublease the Premises, or any part thereof, to a Qualified Affiliate (as
hereinafter defined) without the prior written consent of Landlord and without Landlord
having the right to receive excess consideration or the right to recapture any part of the
Premises, but only upon at least ten (10) days prior written notice to Landlord and subject
to all of the other provisions of this Lease, specifically including, without limitation,
the continuation of liability of Tenant under this Lease. Upon an assignment of this Lease
to a Qualified Affiliate, the Qualified Affiliate shall assume the obligations of the tenant
under this Lease from and after the effective date of such assignment pursuant to a written
assumption agreement executed and delivered to Landlord prior to the effective date of such
assignment. “Affiliate” shall mean (i) any corporation or other entity controlling,
controlled by or under the common control with Tenant, (ii) the surviving entity formed as a
result of a merger or consolidation with Tenant or (iii) any entity that purchases all or
substantially all of Tenant’s assets or equity interests. The word “control,” as used
herein, shall mean the power to direct or cause the direction of the management and policies
of the controlled entity through ownership of more than 50% of the voting securities in such
controlled entity. An Affiliate shall be a “Qualified Affiliate” only if it has a tangible
net worth and liquidity as of the effective date of such transfer equal to or greater than
that of the originally-named Tenant (as measured immediately prior to the assignment).
Nothing contained in this Section 14C shall permit an assignment of this Lease or the
subleasing of the Premises to a Qualified Affiliate that is disreputable or otherwise might
result in an adverse affect on the Class A image or reputation of the Complex, as reasonably
determined by Landlord.


 


-23-









 





15. SURRENDER. 
Upon termination of the Term or Tenant’s right to possession of the Premises,
Tenant shall return the Premises to Landlord in good order and condition, ordinary wear and tear
and damage by fire or other casualty excepted. Except as otherwise provided in Sections 27, 34 and
35, Tenant shall not, and shall not be required to, remove any permanent leasehold improvements,
including, without limitation, drywall partitions, carpets, lighting fixtures, doors, hardware,
ceilings, wiring, voice/data cabling, conduit, sleeves, drop ceilings or raised access floors.
Tenant shall remove Tenant’s Personal Property prior to the termination of the Term or Tenant’s
right to possession of the Premises. If Tenant does not remove such items, Tenant shall be
conclusively presumed to have conveyed the same to Landlord without further payment or credit by
Landlord to Tenant; or at Landlord’s sole option and upon at least thirty (30) days written notice
to Tenant, such items shall be deemed abandoned, in which event Landlord may cause such items to be
removed and disposed of at Tenant’s expense, without notice to Tenant and without obligation to
compensate Tenant.



16. DEFAULTS AND REMEDIES.




A. Default.
 The occurrence of any of the following shall constitute a default (a
“Default”) by Tenant under this Lease: (i) Tenant fails to pay any Rent when due (a
“Monetary Default”) (and, only with respect to the first two (2) of such defaults within any
12-month period, such default shall continue for ten (10) days after written notice to
Tenant); (ii) Tenant fails to perform any other provision of this Lease not otherwise
specifically addressed in this Section 16A and such failure is not cured within thirty (30)
days (or immediately if the failure involves a hazardous condition) after notice from
Landlord (or if such failure not involving a hazardous condition will take longer than
thirty (30) days to cure, if Tenant fails to immediately commence curing such failure or
thereafter fails to diligently pursue such cure to completion); (iii) the leasehold interest
of Tenant is levied upon or attached under process of law; (iv) Tenant dissolves without the
permitted assignment and assumption of this Lease by Tenant’s successor in interest in
compliance with Section 14; (v) Tenant fails to deliver an instrument described in Section
20 or Section 21 within the time period set forth therein; or (vi) any voluntary or
involuntary proceedings are filed by or against Tenant or any guarantor of this Lease under
any bankruptcy, insolvency or similar laws and, in the case of any involuntary proceedings,
are not dismissed within ninety (90) days after filing. Any Monetary Default and any other
material Default by Tenant is referred to herein as a “Material Default.”




B. Right of Re-Entry.
 Upon the occurrence of a Default, Landlord may elect to
terminate this Lease, or, without terminating this Lease, terminate Tenant’s right to
possession of the Premises. Upon any such termination, Tenant shall immediately surrender
and vacate the Premises and deliver possession thereof to Landlord. Tenant grants to
Landlord the right to enter and repossess the Premises and to expel Tenant and any others
who may be occupying the Premises and to remove any and all property therefrom, without
being deemed in any manner guilty of trespass and without relinquishing Landlord’s rights to
Rent or any other right given to Landlord hereunder or by operation of law.


 


-24-









 






C. Reletting.
 If Landlord terminates Tenant’s right to possession of the Premises
without terminating this Lease, Landlord may relet the Premises or any part thereof. In
such case, Landlord shall use reasonable efforts to relet the Premises on such terms as
Landlord shall reasonably deem appropriate; provided, however, Landlord may first lease
Landlord’s other available space and shall not be required to accept any tenant offered by
Tenant or to observe any instructions given by Tenant about such reletting. Tenant shall
reimburse Landlord for the reasonable costs and expenses of reletting the Premises
including, but not limited to, all brokerage, advertising, legal, alteration, redecorating,
repair and other expenses incurred to secure a new tenant for the Premises, provided Tenant
shall not be liable for costs and expenses of reletting to the extent they apply to a
re-letting that extends beyond the balance of the scheduled Term. In addition, if the
consideration collected by Landlord upon any such reletting, after payment of the expenses
of reletting the Premises which have not been reimbursed by Tenant, is insufficient to pay
monthly the full amount of the Rent, Tenant shall pay to Landlord the amount of each monthly
deficiency as it becomes due. If such consideration is greater
than the amount necessary to pay the full amount of the Rent, the full amount of such excess
shall be retained by Landlord and shall in no event be payable to Tenant.




D. Termination of Lease.
 If Landlord terminates this Lease, Landlord may recover
from Tenant and Tenant shall pay to Landlord, on demand, as and for liquidated and final
damages, an accelerated lump sum amount equal to the amount by which Landlord’s estimate of
the aggregate amount of Rent owing from the date of such termination through the Expiration
Date plus Landlord’s estimate of the aggregate expenses of reletting the Premises, exceeds
Landlord’s estimate of the fair rental value of the Premises for the same period (after
deducting from such fair rental value the time needed to relet the Premises and the amount
of concessions which would normally be given to a new tenant), both discounted to present
value at the rate of 7% per annum.




E. Other Remedies.
 Landlord may but shall not be obligated to perform any
obligation of Tenant under this Lease; and, if Landlord so elects, all reasonable costs and
expenses paid by Landlord in performing such obligation, together with interest at the
Default Rate, shall be reimbursed by Tenant to Landlord on demand. Any and all remedies set
forth in this Lease: (i) shall be in addition to any and all other remedies Landlord may
have at law or in equity, (ii) shall be cumulative, and (iii) may be pursued successively or
concurrently as Landlord may elect. The exercise of any remedy by Landlord shall not be
deemed an election of remedies or preclude Landlord from exercising any other remedies in
the future.


 


-25-









 






F. Bankruptcy.
 If Tenant becomes bankrupt, the bankruptcy trustee shall not have
the right to assume or assign this Lease unless the trustee complies with all requirements
of the United States Bankruptcy Code; and Landlord expressly reserves all of its rights,
claims, and remedies thereunder.




G. Landlord’s Default.
 If Landlord fails to perform or observe any of the terms,
covenants or conditions contained in this Lease on its part to be performed or observed
within thirty (30) days after written notice of default from Tenant or, when more than
thirty (30) days shall be required because of the nature of the default, if Landlord shall
fail to proceed diligently to cure such default after written notice thereof from Tenant,
said failure shall constitute a default by Landlord under this Lease, and Tenant shall,
except as expressly set forth in this Lease to the contrary, have the right to pursue any
and all equitable and legal remedies against Landlord under applicable law. Nothing in this
Section 17G shall be deemed to grant Tenant any right to cure such a default by Landlord or
to offset any amount against Rent absent an authorizing order from a court of competent
jurisdiction.




H. Waiver of Trial by Jury.
 Landlord and Tenant waive trial by jury in the event of
any action, proceeding or counterclaim brought by either Landlord or Tenant against the
other in connection with this Lease.



17. HOLDING OVER.
 If Tenant retains possession of the Premises after the expiration or termination
of the Term or Tenant’s right to possession of the Premises, Tenant shall pay Rent during such
holding over at 125% of the rate in effect immediately preceding such
holding over computed on a monthly basis for each month or partial month that Tenant remains in
possession. If Tenant so retains possession of the Premises for more than ninety (90) days after
both (x) the expiration or termination of the Term and (y) written notice from Landlord that
Landlord has entered into a lease for all or a portion of the Premises, then Tenant shall also pay,
indemnify and defend Landlord from and against all claims and damages, consequential as well as
direct, sustained by reason of Tenant’s holding over. With Landlord’s prior written consent, but
not otherwise, Tenant shall have the right to hold over without penalty. The provisions of this
Section do not waive Landlord’s right of re-entry or right to regain possession by actions at law
or in equity or any other rights hereunder, and any receipt of payment by Landlord shall not be
deemed a consent by Landlord to Tenant’s remaining in possession or be construed as creating or
renewing any lease or right of tenancy between Landlord and Tenant.



18. SECURITY DEPOSIT.




A. Security Deposit.
 At the time of signing this Lease, Tenant shall deposit with
Landlord an unconditional, irrevocable letter of credit in Landlord’s favor (the “LOC”) in
the amount of $2,432,336.64, which is the equivalent of eight (8) installments of Monthly
Base Rent for the initial Premises. The LOC shall be freely assignable by Landlord at
Landlord’s cost, issued by a Qualified Issuer (as hereinafter defined) approved by Landlord,
drawable in the Washington, D.C. metropolitan area, and in the form of the letter of credit
attached hereto as Exhibit E. The LOC is to be retained by Landlord as security for the
faithful performance and observance by Tenant of the covenants, agreements and conditions of
this Lease. The LOC and any proceeds drawn thereunder or any other cash or security



 


-26-









 






deposited by Tenant with Landlord under this Lease are hereinafter collectively called the
“Security Deposit.” If and to the extent permitted by applicable law, (a) Tenant shall not
be entitled to any interest whatsoever on any portion of the Security Deposit that is in the
form of cash, (b) Landlord shall not be obligated to hold any portion of the Security
Deposit that is in the form of cash in trust or in a separate account, and (c) Landlord
shall have the right to commingle any portion of the Security Deposit that is in the form of
cash with its other funds. Landlord may use, apply or retain the whole or any part of the
Security Deposit to the extent required for the payment of any Rent payable hereunder as to
which Tenant is in Default or to the extent required for the reimbursement to Landlord of
any sum which Landlord may expend or may be required to expend by reason of Tenant’s Default
with respect to any of the covenants, agreements or conditions of this Lease. If Tenant is
subject to an “automatic stay” in any bankruptcy proceedings, Landlord shall not be
obligated to provide Tenant with any notice prior to using, applying or retaining any part
of the Security Deposit, even if such notice would otherwise be required pursuant to Section
16A of this Lease. Within five (5) business days after Landlord’s application of all or any
portion of the Security Deposit as aforesaid, Tenant shall replenish the Security Deposit in
full by promptly paying to Landlord in cash the amount so applied. If Tenant shall fully
and faithfully comply with all of the covenants, agreements and conditions of this Lease,
the Security Deposit (or balance thereof) shall be returned to Tenant within thirty (30)
days after the last to occur of (x) the date fixed as the expiration of the Term and (y) the
surrender of the Premises to Landlord in the condition required under this Lease. If the
Building is sold, Landlord shall transfer the Security Deposit to the purchaser and notify,
or cause the transferee to notify, Tenant of such transfer, and by which transfer Landlord
shall be released from all liability for the return thereof and Tenant shall look solely to
the new landlord for the return thereof.




B. Replacement Letter of Credit.
 Tenant shall deposit with Landlord not later than
thirty (30) days prior to the expiration date of the original LOC deposited by Tenant
hereunder (and not later than thirty (30) days prior to the expiration date of each
replacement LOC deposited by Tenant hereunder), a replacement LOC in form, content and
amount identical to the original LOC and issued by a Qualified Issuer approved by Landlord.
If Tenant fails to timely deposit any such replacement LOC with Landlord, then Landlord may
draw the entire proceeds of the LOC then on deposit with Landlord and the proceeds so drawn
shall constitute and comprise part of the Security Deposit and may be held, transferred and
applied by Landlord in accordance with the provisions of this Section 18. The LOC in effect
during the last year of the Term shall not expire less than thirty (30) days after the
scheduled Expiration Date of the Term. The LOC will be reduced effective as of the third
anniversary of the Rent Commencement Date to 75% of its prior amount if no Material Default
has occurred by Tenant under this Lease prior to such date. The LOC will be reduced
effective as of the fourth anniversary of the Rent Commencement Date to 50% of its prior
amount (i.e., the amount immediately prior to such fourth anniversary) if no Material
Default has occurred by Tenant under this Lease prior to such date. The LOC will be
returned to Tenant on the fifth anniversary of the Rent Commencement Date if no Material
Default has occurred by Tenant under this Lease prior to such date.


 


-27-









 






C. Qualified Issuer.
 For purposes of this Lease, “Qualified Issuer” means SunTrust
Bank or any other commercial bank which, at the particular time its status as a Qualified
Issuer is relevant hereunder, has total assets of at least U.S. $5 billion and is reasonably
acceptable to Landlord. If at any time after issuance of the LOC (or any replacement LOC),
the issuing bank fails to be a Qualified Issuer or is not otherwise financially sound in
Landlord’s reasonable judgment, the LOC or replacement LOC, as the case may be, upon written
notice from Landlord to Tenant, shall be immediately reissued by a Qualified Issuer approved
by Landlord, which reissuance shall be in accordance with the provisions of this Lease.



19. INTENTIONALLY DELETED.



20. ESTOPPEL CERTIFICATES.
 Tenant agrees that, from time to time upon not less than fifteen (15)
days’ prior request by Landlord, Tenant shall execute and deliver to Landlord a written certificate
certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been
modifications, a description of such modifications and that this Lease as modified is in full force
and effect); (ii) the dates to which Rent has been paid; (iii) that Tenant is in possession of the
Premises, if that is the case; (iv) that Landlord is not in default under this Lease, or, if Tenant
believes Landlord is in default, the nature thereof in detail; (v) that Tenant has no off-sets or
defenses to the performance of its obligations under this Lease (or if Tenant believes there are
any off-sets or defenses, a full and complete explanation thereof); (vi) that the Premises have
been completed in accordance with the terms and provisions of this Lease and the Work Letter and
Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has
no claims against Landlord or any other party with respect thereto (or if that is not the case, a description thereof); and (vii) such additional matters as may be
requested by Landlord, it being agreed that such certificate may be relied upon by any prospective
purchaser, mortgagee or other person having or acquiring an interest in the Building. If Tenant
fails to execute and deliver any such certificate within fifteen (15) days after request, and such
failure continues more than three (3) business days after a second notice from Landlord, then such
failure shall constitute a Default hereunder.



21. SUBORDINATION. 
This Lease is and shall be expressly subject and subordinate at all times to
(a) any present or future ground, underlying or operating lease of the Building, and all
amendments, renewals and modifications to any such lease, and (b) the lien of any present or future
mortgage or deed of trust encumbering fee title to the Building and/or the leasehold estate under
any such lease. If any such mortgage or deed of trust be foreclosed, or if any such lease be
terminated, upon request of the mortgagee, beneficiary or lessor, as the case may be (a
“Mortgagee”), Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under
such lease, as the case may be. The foregoing provisions are declared to be self-operative and no
further instruments shall be required to effect such subordination and/or attornment; provided,
however, that Tenant agrees upon request by any such Mortgagee or purchaser at foreclosure, as the
case may be, to execute such subordination and/or attornment instruments as may be reasonably
required by such person to confirm such subordination and/or attornment on the form customarily
used by such party. Notwithstanding the foregoing to the contrary, any such Mortgagee may elect to



 


-28-









 






give the rights and interests of Tenant under this Lease (excluding rights in and to insurance
proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the
estate of its lease, as the case may be. In the event of such election and upon the Mortgagee
notifying Tenant of such election, the rights and interests of Tenant shall be deemed superior to
and to have priority over the lien of said mortgage or deed of trust or the estate of such lease,
as the case may be, whether this Lease is dated prior to or subsequent to the date of such
mortgage, deed of trust or lease. In such event, Tenant shall execute and deliver whatever
instruments may be reasonably required by such Mortgagee to confirm such superiority on the form
customarily used by such party. If Tenant fails to execute any instrument required to be executed
by Tenant under this Section 21 within fifteen (15) days after request, and such failure continues
more than three (3) business days after a second notice from Landlord, then such failure shall
constitute a Default hereunder. Notwithstanding anything in this Section 21 to the contrary,
Landlord agrees to use reasonable efforts to procure a non-disturbance agreement from any present
and future Mortgagee on a commercially reasonable form. Tenant understands that Tenant’s
obligations under this Lease shall not be conditioned upon Landlord’s obtaining such
non-disturbance agreement and Tenant’s sole and exclusive remedy for Landlord’s failure to use such
efforts shall be a claim for actual damages directly caused as a result of such breach (excluding
any indirect, consequential or punitive damages), which damages shall not exceed the amount of Rent
payable under this Lease from and after the date of said Landlord’s default, and in no event shall
Tenant be entitled to terminate this Lease or to any abatement of Rent as a result of such breach.



22. QUIET ENJOYMENT.
 As long as no Default exists, Tenant shall peacefully and quietly have and
enjoy the Premises for the Term, free from interference by Landlord, subject, however, to the
provisions of this Lease. The loss or reduction of Tenant’s light, air or view will not be deemed
a disturbance of Tenant’s occupancy of the Premises nor will it affect Tenant’s obligations under
this Lease or create any liability of Landlord to Tenant.



23. BROKER.
 Tenant represents to Landlord that Tenant has dealt only with the brokers set forth in
Item 10 of the Schedule (the “Brokers”) in connection with this Lease and that, insofar as Tenant
knows, no other broker negotiated this Lease or is entitled to any commission in connection
herewith. Tenant agrees to indemnify, defend and hold Landlord, its property manager and their
respective employees harmless from and against all claims, demands, actions, liabilities, damages,
costs and expenses (including reasonable attorneys’ fees) arising from a claim for a fee or
commission made by any broker, other than the Brokers, claiming to have acted by or on behalf of
Tenant in connection with this Lease. Landlord agrees to pay the Brokers a commission in
accordance with the separate agreement between Landlord and the Brokers. Tenant agrees that it will
not retain any broker, other than Tenant’s Broker set forth in Item 10 of the Schedule, to act by
or on behalf of Tenant in connection with Tenant’s exercise of its rights set forth in Sections 1B,
28, 29 or 30 prior to the first anniversary of the Effective Date.


 


-29-









 





24. NOTICES.
 All notices and demands to be given by one party to the other party under this Lease
shall be given in writing, mailed or delivered to Landlord or Tenant, as the case may be, at the
address set forth above (in the case of Tenant, such address shall be applicable only prior to the
Commencement Date and Tenant’s address shall be the Premises following the Commencement Date) or at
such other address as either party may hereafter designate. Separate notices to Tenant shall be
delivered to the attention of the General Counsel and to the Chief Financial Officer, also at the
Premises or such other address as Tenant may hereafter designate. Notices shall be delivered by
hand or by United States certified or registered mail, postage prepaid, return receipt requested,
or by a nationally recognized overnight air courier service. Notices shall be considered to have
been given upon the earlier to occur of actual receipt, three (3) business days after posting in
the United States mail or the first (1st) business day after delivery to the courier
service.



25. MISCELLANEOUS.




A. Successors and Assigns.
 Subject to Section 14 of this Lease, each provision of
this Lease shall extend to, bind and inure to the benefit of Landlord and Tenant and their
respective legal representatives, successors and assigns; and all references herein to
Landlord and Tenant shall be deemed to include all such parties.




B. Entire Agreement.
 This Lease, and the exhibits attached hereto which are hereby
made a part of this Lease, represent the complete agreement between Landlord and Tenant; and
Landlord has made no representations or warranties except as expressly set forth in this
Lease. No modification or amendment of or waiver under this Lease shall be binding upon
Landlord or Tenant unless in writing signed by Landlord and Tenant.




C. Time of Essence.
 Time is of the essence of this Lease and each and all of its
provisions.




D. Execution and Delivery.
 Submission of this instrument for examination or
signature by Tenant does not constitute a reservation of space or an option for lease, and
it is not effective until execution and delivery by both Landlord and Tenant.




E. Severability.
 The invalidity or unenforceability of any provision of this Lease
shall not affect or impair any other provisions.




F. Governing Law.
 This Lease shall be governed by and construed in accordance with
the laws of the Commonwealth of Virginia.




G. Attorneys’ Fees.
 The nonprevailing party shall pay the prevailing party all
costs and expenses, including reasonable attorneys’ fees, incurred by such prevailing party
in successfully enforcing the nonprevailing party’s obligations or successfully defending
the prevailing party’s rights under this Lease against the nonprevailing party.


 


-30-









 






H. Force Majeure.
 Landlord shall not be in default hereunder and Tenant shall not
be excused from performing any of its obligations hereunder if Landlord is prevented from
performing any of its obligations hereunder due to any accident, breakage, strike, shortage
of materials, acts of God or other causes beyond Landlord’s reasonable control. Tenant
shall not be in default hereunder and Landlord shall not be excused from performing any of
its obligations hereunder if Tenant is prevented from performing any of its obligations
hereunder due to any accident, breakage, strike, shortage of materials, acts of God or other
causes beyond Tenant’s reasonable control (provided, however, no cause of any sort shall
excuse Tenant from its obligations to pay Rent when due and to surrender the Premises upon
the expiration of the Term as provided herein).




I. Captions.
 The headings and titles in this Lease are for convenience only and
shall have no effect upon the construction or interpretation of this Lease.




J. No Waiver.
 No receipt of money by Landlord from Tenant after termination of this
Lease or after the service of any notice or after the commencing of any suit or after final
judgment for possession of the Premises shall renew, reinstate, continue or extend the Term
or affect any such notice or suit. No waiver of any default of Tenant shall be implied from
any omission by Landlord to take any action on account of such default if such default
persists or be repeated, and no express waiver shall affect any default other than the
default specified in the express waiver and then only for the time and to the extent therein
stated. No payment of money by Tenant to Landlord shall be deemed to be a waiver of
Tenant’s right to dispute the amount claimed by Landlord to be due. No waiver of any
default of Landlord shall be implied from any omission by Tenant to take any action on
account of such default if such default persists or be repeated, and no express waiver shall
affect any default other than the default specified in the express waiver and then only for
the time and to the extent therein stated.




K. Recording.
 Tenant shall not record this Lease but may record a memorandum of
this Lease, in a form reasonably acceptable to Landlord, in the official records.




L. Limitation of Liability.
 Any liability of Landlord under this Lease shall be
limited solely to its equity interest in the Complex, and in no event shall any personal
liability be asserted against Landlord in connection with this Lease nor shall any recourse
be had to any other property or assets of Landlord.


 


-31-









 






M. Financial Information.
 Tenant shall, upon Landlord’s written request from time
to time, but no more frequently than twice per year, furnish Landlord with Tenant’s most
recent financial statements (audited if available), as well as any other written information
reasonably requested by Landlord relating to Tenant’s creditworthiness and liquidity.
Tenant represents and warrants that all such financial information furnished to Landlord
will be true and correct in all material respects. Landlord shall keep such financial
information confidential, other than disclosure to purchasers and lenders (prospective and
actual), and will request all purchasers and lenders (prospective and actual) to whom
Landlord divulges such information to likewise keep the information confidential. Landlord
may also disclose such information in connection with any legal proceeding between Landlord
and Tenant. The provisions of this Section 25M shall not apply if and for so long as
securities of Tenant are traded on a national stock exchange and Tenant’s financial
information is thus publicly available.




N. Anti-Terrorism Representation.
 Neither Landlord nor Tenant nor any of their
respective affiliates or constituents nor, to the best of Landlord’s or Tenant’s knowledge,
any brokers or other agents of same, have engaged in any dealings or transactions, directly
or indirectly, (i) in contravention of any U.S., international or other money laundering
regulations or conventions, including, without limitation, the United States Bank Secrecy
Act, the United States Money Laundering Control Act of 1986, the United States International
Money Laundering Abatement and Anti-Terrorist Financing Act of 2001, Trading with the Enemy
Act (50 U.S.C. §1 et seq., as amended), or any foreign asset control regulations of the
United States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto, or (ii) in contravention of
Executive Order No. 13224 dated September 24, 2001 issued by the President of the United
States (Executive Order Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism), as may be amended or supplemented from
time to time (“Anti-Terrorism Order”) or on behalf of terrorists or terrorist organizations,
including those persons or entities that are included on any relevant lists maintained by
the United Nations, North Atlantic Treaty Organization, Organization of Economic Cooperation
and Development, Financial Action Task Force, U.S. Office of Foreign Assets Control, U.S.
Securities & Exchange Commission, U.S. Federal Bureau of Investigation, U.S. Central
Intelligence Agency, U.S. Internal Revenue Service, or any country or organization, all as
may be amended from time to time. Neither Landlord nor Tenant nor any of their respective
affiliates or constituents nor, to the best of Landlord’s or Tenant’s knowledge, any brokers
or other agents of same, (i) are or will be conducting any business or engaging in any
transaction with any person appearing on the U.S. Treasury Department’s Office of Foreign
Assets Control list of restrictions and prohibited persons, or (ii) are a person described
in section 1 of the Anti-Terrorism Order, and to the best of Landlord’s and Tenant’s
knowledge neither Landlord nor Tenant nor any of their respective affiliates have engaged in
any dealings or transactions, or otherwise been associated with any such person. If at any
time this representation becomes false than it shall be considered a
default under this Lease and the other party shall have the right to exercise all of the
remedies set forth in this Lease in the event of a default.

 


-32-









 








O. Consent/Approval.

Throughout this Lease, anywhere Landlord’s or Tenant’s consent or approval is
required, unless otherwise specified, such consent or approval shall not be unreasonably
withheld, conditioned or delayed.




P. Counterparts; Delivery.

These Lease may be executed in counterparts and such counterparts, when taken together,
shall be deemed to constitute a single instrument. Executed copies of this Lease may be
delivered by electronic or facsimile transmission with the same effect as if they were
personally delivered.



26. PARKING.
 Landlord agrees to furnish to Tenant during the Term, including any Extension Term
(as hereinafter defined), at no additional charge, twenty (20) reserved parking spaces in the
Complex’s parking structure (the “Garage”), for so long as this Lease is in full force and effect
and Tenant is not in Material Default under this Lease. Such parking spaces shall be at the
approximate locations shown on Exhibit F attached hereto, but such locations may be changed from
time to time by Landlord by notice to Tenant if required to comply with any laws (for example, if
Landlord must instead designate such spaces as spaces for handicapped parking), so long as the
relocated spaces are in a prominent location in the Garage. Landlord shall mark such parking
spaces in a reasonable manner, to include Tenant’s name, to indicate to third parties that such
spaces are reserved for the use by Tenant, but Landlord shall have no responsibility for or
liability in the event of any unauthorized use of said parking spaces. Upon notice from Tenant to
Landlord of unauthorized use of Tenant’s reserved parking spaces, Landlord or its agent shall use
commercially reasonably efforts to eliminate such unauthorized use. Tenant shall cooperate with
such efforts by Landlord, including, without limitation, providing a list of all authorized
automobiles and using windshield stickers. In addition to Tenant’s right to use said parking
spaces in the Garage, for so long as this Lease is in full force and effect and Tenant is not in
Default hereunder, Tenant may use for parking the other parking areas serving the Complex free of
charge on a first come, first-served basis with other tenants of the Building and their guests and
invitees. Landlord may designate specific parking spaces as reserved for other tenants and Tenant
shall not use, or allow its employees to use, such spaces. Use of all of the parking spaces
described in this Section 26 is subject to reasonable rules and regulations promulgated from time
to time by Landlord. It is intended that the Complex will have approximately 3.8 parking spaces
per 1,000 square feet of Rentable Area in the Complex. Tenant expects to require the use of more
than 3.8 parking spaces per 1,000 square feet of Rentable Area of the Premises. If at any time
during the Term either Tenant or other tenants or occupants of the Complex do not have adequate
parking spaces available, Landlord will cooperate with Tenant and such other parties to solve the
problem. If Landlord elects to institute a valet parking system with “double-stacking” of cars
(assuming such a system is lawful), Tenant agrees that the costs of such valet service may be
included in Expenses.



27. TENANT IDENTIFICATION.




A. Tenant Signs.
 Tenant shall have the right to maintain signs on those parts of
the Complex identified below without payment of any additional Rent, provided the design and
installation of such signs complies with the requirements of all public authorities and the
design and installation of such signs is subject to the prior reasonable approval of
Landlord:

 


-33-









 








(i) Up to two (2) signs at the top of the Building, which right shall be
exclusive to Tenant;




(ii) a sign in a prominent location in or near the ground floor elevator lobby
of the Building;




(iii) a sign in the elevator lobby of each full floor included in the Premises;




(iv) signs any place within the Premises;




(v) Landlord expects to have the right to install two (2) monument signs for
the Complex. If two (2) such monument signs are allowed to be installed, Tenant may
place its name on the monument sign closest to the Building, and if and for so long
as Tenant is the largest tenant in the Building (in terms of Rentable Area leased in
the Building), Tenant’s name shall be on the top of such monument sign. If only one
such monument sign is allowed to be installed, Tenant may place its name on such
monument sign, and if and for so long as Tenant is the largest tenant in the Complex
(in terms of Rentable Area leased in the Complex), Tenant’s name shall be on the top
of such monument sign; and




(vi) a temporary sign on the Building announcing (i) Tenant’s upcoming tenancy
of the Building, (ii) Landlord’s ownership of the Building, and (iii) the existence
of available space in the Complex.




Tenant shall be responsible for all costs associated with fabricating, permitting,
installing, maintaining and removing such signs. The costs of permitting, fabricating and
installing may be paid out of “Landlord’s Contribution” or the “Additional Allowance” in
accordance with the Work Letter. Within sixty (60) days after the expiration or earlier
termination of this Lease, Tenant shall remove all such identifying signage set forth above
and repair any damage caused by such removal (provided Tenant shall remove the sign
described in clause (vi) not later than the Commencement Date). In addition, Tenant shall
have the right to list Tenant’s designated employees in the directory in the lobby of the
Building (not to exceed Tenant’s Proportionate Share of such listings).

 


-34-









 








B. Conditions.
 Tenant’s rights to the signage described in clauses (i), (ii), (v) and (vi)
of subsection A above are conditioned on Tenant not being in Material Default and this Lease
being in full force and effect. Tenant’s rights to the signage described in clauses (i),
(ii), (v) and (vi) of Subsection A above are limited to Tenant, a Qualified Affiliate, any
permitted assignee and any permitted sublessee that subleases at least two (2) whole floors
in the Building. Furthermore, Tenant’s rights to the signage described in
clause (i) of Subsection A above are conditioned on (x) Tenant may use two such signs only
if Tenant, including any of its Qualified Affiliates, is then leasing an area in the Complex
equal to or greater than the Initial Rentable Area (less the Contraction Space, if Tenant
has exercised the Contraction Option (as such terms are hereinafter defined)), otherwise
Tenant may use one such sign for so long as it leases at least two (2) whole floors in the
Building. The maximum legal allowable sign area for the building-mounted signs at the
Complex shall be allocated evenly between the Building and the North Building. Tenant’s
rights to the signage described in clauses (ii) and (v) of Subsection A above are
conditioned on Tenant, including any of its Qualified Affiliates, leasing a Rentable Area
within the Building equal to or greater than seventy-five percent (75%) of the Initial
Rentable Area. If the foregoing conditions are not satisfied, then Landlord may remove, or
require Tenant to remove within sixty (60) days after notice from Landlord, Tenant’s
identifying signage set forth in clauses (i) (ii) and (v) of Section 27A, as applicable.



28. EXPANSION OPTIONS.




A. Initial Expansion Option.
 Tenant shall have the right, by giving written notice
(the “Initial Expansion Notice”) to Landlord on or before the date that is eight (8) months
after the Effective Date, to lease up to the balance of all of the rentable space on the
4th Floor of the Building and, if Tenant leases all of such space, any space on
the 3rd floor of the Building, upon the same terms and conditions as the
remainder of the initial Premises, including, without limitation, at the same rate of Base
Rent, except as otherwise provided herein. Concurrently with execution of the lease
amendment described below, Tenant shall increase the Security Deposit by an amount equal to
(i) the amount of the Security Deposit per square foot of Rentable Area of the balance of
the Premises multiplied by (ii) the Rentable Area of the Initial Expansion Space (as
hereinafter defined) (and such amount shall be reduced during the Term in accordance with,
and subject to the terms and conditions of, Section 18B). In the Initial Expansion Notice,
Tenant shall designate the space to be leased by Tenant (the “Initial Expansion Space”).
The configuration of both the Initial Expansion Space and any remaining portion of said
floor shall be capable of satisfying all applicable building codes and shall otherwise be in
a reasonably marketable configuration, which shall include a reasonable portion of the
window lines and reasonable access to the elevator lobbies. If Tenant elects to take less
than all of the 3rd or 4th floor, Landlord shall be responsible, at
its expense, for designing, permitting and constructing the common corridor on such floor.
If Tenant elects to lease the Initial Expansion Space, Landlord and Tenant shall enter into
a work letter agreement governing the initial leasehold improvements for such space
comparable to the Work Letter, provided the relevant dates shall be equitably adjusted based
upon the date Tenant delivers the Initial Expansion Notice. The commencement date of
Tenant’s lease of the Initial Expansion Space shall be the date that is seven (7) months
after the space is available for the commencement of the leasehold improvements (regardless
of whether Tenant has obtained a building permit for such leasehold improvements) and the
rent commencement date for the Initial Expansion Space shall be the later to occur of (x)
the commencement date of the lease term for such space (unless Landlord’s construction of
the common corridor as described above or failure to complete Landlord’s Work (as defined in
the Work Letter) in the Initial Expansion Space



 


-35-









 






delays the performance of the leasehold improvements in the Initial Expansion Space, in
which case the rent commencement date for the Initial Expansion Space shall be deferred by a
number of days equal to the number of days of delay so caused by Landlord) and (y) the Rent
Commencement Date for the initial Premises. Landlord shall not be liable for any delay in
completion of the leasehold improvements in the Initial Expansion Space and, except as
expressly provided above, such delay shall not defer the rent commencement date for the
Initial Expansion Space. Tenant may not exercise its right to lease the Initial Expansion
Space if Tenant is in Material Default under this Lease or Tenant has sublet or assigned
this Lease (other than to Qualified Affiliate). If Tenant elects to lease the Initial
Expansion Space, Landlord and Tenant shall execute and deliver an amendment to this Lease
reflecting Tenant’s lease of the Initial Expansion Space upon the terms provided herein,
which amendment shall be executed and delivered within thirty (30) days after Tenant
delivers the Initial Expansion Notice.




B. Available Expansion Option.
 Tenant shall have the right, by giving written
notice (the “Available Expansion Notice”) to Landlord on or before the date that is twelve
(12) months after the Effective Date, to lease additional space in the Building upon the
same terms and conditions as the remainder of the initial Premises, including, without
limitation, at the same rate of Base Rent, if (and only if) such space is then available for
lease, except as otherwise provided herein. Concurrently with execution of the lease
amendment described below, Tenant shall increase the Security Deposit by an amount equal to
(i) the amount of the Security Deposit per square foot of Rentable Area of the balance of
the Premises multiplied by (ii) the Rentable Area of the Available Expansion Space (as
hereinafter defined) (and such amount shall be reduced during the Term in accordance with,
and subject to the terms and conditions of, Section 18B). Space will not be considered
“available for lease” if Landlord has exchanged proposals more than once with a third party
or entered into negotiations with a third party for a lease for such space, or if another
tenant has an option to lease such space. Upon Tenant’s request from time to time prior to
the date that is twelve (12) months after the Effective Date, Landlord shall notify Tenant
of the space in the Building that is then available for lease. In the Available Expansion
Notice, Tenant shall designate the space Tenant desires to lease (the “Available Expansion
Space”). The configuration of both the Available Expansion Space and any remaining portion
of said floor shall be capable of satisfying all applicable building codes and shall
otherwise be in a reasonably marketable configuration, which shall include a reasonable
portion of the window lines and reasonable access to the elevator lobbies. If Tenant takes
less than all of the space on a floor, Landlord shall be responsible, at its expense, for
designing, permitting and constructing the common corridor on such floor. If Tenant elects
to lease the Available Expansion Space, Landlord and Tenant shall enter into a work letter
agreement governing the initial leasehold improvements for such space comparable to the Work
Letter, provided the relevant dates shall be equitably adjusted based upon the date Tenant
delivers the Available Expansion Notice. The commencement date of Tenant’s lease of the
Available Expansion Space shall be the date that is seven (7) months after the space is
available for the commencement of the leasehold improvements (regardless of whether Tenant
has obtained a building permit for such leasehold improvements) and the rent commencement
date for the Available Expansion Space shall be the later to occur of (x) the commencement
date of the lease term for such space (unless Landlord’s construction



 


-36-









 






of the common corridor as described above or failure to complete Landlord’s Work in the
Available Expansion Space delays the performance of the leasehold improvements in the
Available Expansion Space, in which case the rent commencement date for the Available
Expansion Space shall be deferred by a number of days equal to the number of days of delay
so caused by Landlord) and (y) the Rent Commencement Date for the initial Premises.
Landlord shall not be liable for any delay in completion of the leasehold improvements in
the Available Expansion Space and, except as expressly provided above, such delay shall not
defer the rent commencement date for the Available Expansion Space. Tenant may not exercise
its right to lease the Available Expansion Space if Tenant is in Material Default under this
Lease or Tenant has sublet or assigned this Lease (other than to Qualified Affiliate). If
Tenant elects to lease the Available Expansion Space, Landlord and Tenant shall execute and
deliver an amendment to this Lease reflecting Tenant’s lease of the Available Expansion
Space upon the terms provided herein, which amendment shall be executed and delivered within
thirty (30) days after Tenant delivers the Available Expansion Notice.



29. RIGHT OF FIRST REFUSAL.




A. Right of First Refusal.
 Landlord hereby grants to Tenant an ongoing option to
lease (the “Right of First Refusal”) any portion of the rentable space in the Building (the
“First Refusal Space”), upon the terms and conditions that Landlord is prepared to lease
such portion of the First Refusal Space to a third party. Tenant’s rights hereunder shall
not be applicable to any such First Refusal Space which becomes available for leasing during
the last year of the Term (i.e., the last year of the initial Term or the last year of the
First Extension Term (as hereinafter defined) unless Tenant has exercised the applicable
Extension Option) or the last three (3) years of the Second Extension Term (as hereinafter
defined). Tenant’s Right of First Refusal is subject and subordinate to any renewal or
extension granted to another tenant subsequent to execution of this Lease if such renewal or
extension rights were set forth in a Refusal Notice (as hereinafter defined) and Tenant
declined to exercise its Right of First Refusal with respect to such Refusal Notice.
Furthermore, Tenant’s Right of First Refusal is subject and subordinate to any expansion
right or option (including a right of first offer or a right of first refusal) granted by
Landlord to another tenant at any time that Tenant is subleasing more than 27,500 rentable
square feet of the Premises or at any time after Tenant elects to exercise the Extension
Option with respect to a Rentable Area of less than 75% of the Initial Rentable Area,
provided such expansion rights or options were set forth in a Refusal Notice and Tenant
declined to exercise its Right of First Refusal with respect to such Refusal Notice.
Tenant’s Right of First Refusal shall not apply to any Contraction Space (as hereinafter
defined) or to any part of the Premises that is not extended in connection with Tenant’s
exercise of an Extension Option (as hereinafter defined) for the period commencing on the
date Landlord exercises the Contraction Option (as hereinafter defined) or the Extension
Option, respectively, and expiring one (1) year after the Contraction Date (as hereinafter
defined) or the commencement of the Extension Term (as hereinafter defined), respectively.
Furthermore, Tenant may not exercise (and Landlord is not encumbered by) the Right of First
Refusal at any time while Tenant is in Material Default or this Lease is not in full force
and effect.


 


-37-









 






B. Refusal Notice.
 Prior to Landlord’s leasing any portion of the First Refusal
Space, Landlord shall give Tenant a written notice (the “Refusal Notice”) which will include
a copy of the executed letter of intent between Landlord and a third party (which may be
non-binding). Landlord may redact the identity of the third party if the third party
requests confidentiality. The Refusal Notice or its attachments must set forth (i) the
location, (ii) the Rentable Area, (iii) the proposed availability date (the “First Refusal
Space Commencement Date”) and lease term, (iv) the rental rate, (v) the tenant improvement
allowances and base building improvements, and (vi) all other economic terms being offered
with respect to such First Refusal Space.




C. Exercise. 
Tenant’s exercise of its Right of First Refusal to lease the portion of the
First Refusal Space on the terms described in the applicable Refusal Notice shall be made by
written notice from Tenant to Landlord given not later than five (5) business days after the
Refusal Notice is delivered. If such right is not so exercised, Tenant’s Right of First
Refusal shall thereupon terminate as to such portion of the First Refusal Space described in
the Refusal Notice, and Landlord may thereafter offer such portion of the First Refusal
Space to the third party that triggered the Refusal Notice under terms which are materially
the same or more favorable to Landlord as those set forth in the applicable Refusal Notice
and with a rental rate and other economic terms which are effectively 95% or more of the
rental rate and other economic terms which were offered to Tenant in the applicable Refusal
Notice. If Landlord, within six (6) months after the date of the Refusal Notice, does not
enter into a lease of such portion of the First Refusal Space with such third party that
triggered the Refusal Notice under terms which are materially the same or more favorable to
Landlord as those set forth in the applicable Refusal Notice and with a rental rate and
other economic terms which are effectively 95% or more of the rental rate and other economic
terms which were offered to Tenant in the applicable Refusal Notice, or if Landlord has
entered into such a lease and such lease has expired or terminated, then Tenant’s rights
under this Section to lease such portion of the First Refusal Space shall not terminate but
shall continue in full force and effect.




D. Terms of First Refusal Space.
 If Tenant has validly exercised its Right of First
Refusal, then effective as of the applicable First Refusal Space Commencement Date, such
portion of the First Refusal Space shall be included in the Premises, subject to all of the
terms, conditions and provisions of this Lease, except that:




(i) the term of the demise covering such portion of the First Refusal Space
shall commence on the last to occur of (i) the applicable First Refusal Space
Commencement Date designated in the Refusal Notice and (ii) the date Landlord
delivers possession of the First Refusal Space to Tenant. Landlord agrees to use
commercially reasonably efforts to deliver the applicable First Refusal Space to
Tenant on the First Refusal Space Commencement Date designated in the Refusal
Notice. The lease term of the demise covering such portion of the First Refusal
Space shall expire on the last day of the term set forth in the Refusal Notice;


 


-38-









 






(ii) the rent per square foot of Rentable Area for such portion of the First
Refusal Space shall be equal to the rental rate quoted by Landlord to Tenant in the
Refusal Notice;




(iii) the Rentable Area of the Premises shall be increased by the Rentable Area
of such portion of the First Refusal Space and such Rentable Area of the Premises as
increased shall be utilized in calculating the increase in Tenant’s Proportionate
Share, which Rentable Area and which increase in Tenant’s Proportionate Share shall
be determined in accordance with Section 2 above (or in accordance with the Refusal
Notice, if different);




(iv) Landlord shall provide any base building improvements and tenant
improvement allowance quoted by Landlord to Tenant in the Refusal Notice, otherwise
Tenant shall accept the First Refusal Space in an “as-is”, “where-is” physical
condition, without any agreement, representation, credit or allowance from Landlord
with respect to the improvement or condition thereof; and




(v) Unless Tenant is no longer required to maintain the Security Deposit
pursuant to Section 18B, Tenant shall increase the Security Deposit by an amount
equal to the number of months of Monthly Base Rent for the First Refusal Space that
is equivalent to the number of months of Monthly Base Rent then being held by
Landlord as the Security Deposit for the balance of the Premises.




Notwithstanding the foregoing, if the First Refusal Space Commencement Date specified in the
Refusal Notice is on or before the third anniversary of the Rent Commencement Date, then:




(u) Landlord agrees to use commercially reasonably efforts to cause the First
Refusal Space to be available for the commencement of leasehold improvements on the
First Refusal Space Commencement Date designated in the Refusal Notice. The term of
the demise covering such portion of the First Refusal Space shall commence on the
first to occur of (i) seven (7) months after the date the First Refusal Space is
available for the commencement of leasehold improvements (regardless of whether
Tenant has obtained a building permit for such leasehold improvements) and (ii) the
date Tenant commences business operations in the First Refusal Space. The rent
commencement date for such First Refusal Space shall be the commencement date for
such space, but not earlier than the Rent Commencement Date for the initial Premises
(unless Landlord’s failure to complete Landlord’s Work in the First Refusal Space
delays the performance of the leasehold improvements in the First Refusal Space, in
which case the rent commencement date for the First Refusal Space shall be deferred
by a number of days equal to the number of days of delay so caused by Landlord).
The lease term of the demise covering such portion of the First Refusal Space shall
expire on the Expiration Date;

 


-39-









 








(v) the Base Rent for the First Refusal Space shall at all times be at a rate
per rentable square foot of the First Refusal Space equal to the rate of Base
Rent per rentable square foot of the initial Premises and Tenant’s
Proportionate Share of the Building shall be increased to reflect the addition of
the Actual Option Space to the Premises;




(w) the Rentable Area of the Premises shall be increased by the Rentable Area
of such portion of the First Refusal Space and such Rentable Area of the Premises as
increased shall be utilized in calculating the increase in Tenant’s Proportionate
Share, which Rentable Area and which increase in Tenant’s Proportionate Share shall
be determined in accordance with Section 2 above;




(x) Landlord and Tenant shall enter into a work letter agreement governing the
initial leasehold improvements for the First Refusal Space comparable to the Work
Letter, provided the relevant dates shall be equitably adjusted based on the date
Tenant exercises the Right of First Refusal. Landlord’s Contribution for the First
Refusal Space shall equal the product of (A) $70.00 multiplied by (B) the quotient
of (x) the number of full calendar months in the period commencing on the
commencement of the lease term of the First Refusal Space and ending on the
scheduled Expiration Date divided by (y) 120 multiplied by (C) the Rentable Area in
square feet of the First Refusal Space. Landlord shall not be liable for any delay
in completion of the leasehold improvements in the First Refusal Space and, except
as expressly provided above, such delay shall not defer the rent commencement date
for the First Refusal Space; and




(y) Unless Tenant is no longer required to maintain the Security Deposit
pursuant to Section 18B, Tenant shall increase the Security Deposit by an amount
equal to eight (8) months of Monthly Base Rent for the First Refusal Space (or, if
the Security Deposit has previously been reduced pursuant to Section 18B, such
lesser number of months of Monthly Base Rent as is then required for the balance of
the Premises).




E. Amendment.
 If Tenant exercises a Right of First Refusal, Landlord and Tenant
shall execute and deliver an amendment to this Lease reflecting the lease of the applicable
First Refusal Space by Landlord to Tenant on the terms provided above, which amendment shall
be executed and delivered within thirty (30) days after Tenant exercises the Right of First
Refusal.




F. Termination.
 Each Right of First Refusal shall automatically terminate and
become null and void upon the earlier to occur of (1) the expiration or termination of this
Lease, (2) the termination of Tenant’s right to possession of all or any part of the
Premises (except when arising out to Tenant’s valid exercise of the Contraction Option (as
hereinafter defined) or an Extension Option), (3) the assignment of this Lease by Tenant
(other than to a Qualified Affiliate), or (4) the failure of Tenant to timely or properly
exercise the Right of First Refusal.


 


-40-









 





30. RIGHT OF FIRST OPPORTUNITY.




A. Option Space.
 For purposes of this Lease, the “Option Space” shall mean all
rentable space in the North Building.




B. Right of First Opportunity.
 If (i) at any time there is no space available for
lease (as defined in Section 28B) in the Building, (ii) Tenant is leasing at least a
Rentable Area equal to the Initial Rentable Area and (iii) Tenant has not exercised an
Extension Option with respect to less than seventy-five percent (75%) of the Premises then
with respect to any lease which Landlord hereafter intends to enter into with a third-party
tenant for either all or any portion of the Option Space (but excluding any new or renewal
lease or lease expansion with any then existing tenant of all or any portion of the Option
Space pursuant to an option or right in such tenant’s lease or, with respect to a renewal
lease, pursuant to new negotiations between Landlord and such tenant), Landlord shall give
Tenant written notice of such intent (“Landlord’s Notice”) prior to Landlord entering into
such lease. Tenant’s rights hereunder shall not be applicable to any such Option Space
which becomes available for leasing during the last year of the Term (i.e., the last year of
the initial Term or the last year of the First Extension Term unless Tenant has exercised
the applicable Extension Option) or the last three (3) years of the Second Extension Term.
Landlord’s Notice shall specify (i) the location and rentable area of the portion of the
Option Space which Landlord desires to lease (which is henceforth referred to as the “Actual
Option Space”), (ii) the proposed lease term for the Actual Option Space, (iii) the date the
Actual Option Space shall be available for occupancy, (iv) the annual rate of base rent per
square foot of rentable area which Landlord desires to charge for the Actual Option Space,
(v) the amount of all rent adjustments which Landlord desires to charge for the Actual
Option Space, including, without limitation, fixed and/or indexed rent adjustments and rent
adjustments for Expenses and Taxes for the Building (and corresponding base year, if
applicable), and (vi) the tenant concessions (e.g., rent abatements and tenant improvement
allowances), if any, which Landlord would be willing to provide to lease the Actual Option
Space. Tenant shall thereupon have a right (the “Right of First Opportunity”) to lease all,
but not less than all, of the Actual Option Space, subject to the following terms and
conditions:




(i) Tenant gives Landlord a written notice of its election to exercise the
Right of First Opportunity within fifteen (15) days after Landlord gives Tenant
Landlord’s Notice (or seven (7) days if Tenant’s Right of First Opportunity is
subordinate to another tenant’s rights or if Landlord is re-offering the Actual
Option Space to Tenant as provided below in this Section 30B); and




(ii) Tenant is not in Material Default under this Lease, either on the date
Tenant exercises the Right of First Opportunity or on the proposed commencement date
of the lease term for the Actual Option Space, and this Lease is in full force and
effect both on the date Tenant exercises the Right of First Opportunity and on the
proposed commencement date of the lease term for the Actual Option Space.

 


-41-









 








If Tenant does not timely or properly exercise the Right of First Opportunity, Landlord may
at any time thereafter lease the Actual Option Space to any third-party tenant on terms and
provisions substantially the same as those set forth in Landlord’s Notice,
without any further rights of Tenant to lease such space. For purposes hereof, the terms
offered to a third-party tenant shall be deemed to be “substantially the same as those set
forth in Landlord’s Notice” as long as there is no more than a five percent (5%) reduction
in the “bottom line” cost per rentable square foot of the Actual Option Space to the
third-party tenant when compared with the “bottom line” cost per rentable square foot under
Landlord’s Notice, considering all of the economic terms of both deals, respectively,
including, without limitation, the length of term, the net rent, any tax or expense
escalation or other financial escalation and any financial concessions. Landlord shall
re-offer the space to Tenant if the terms offered to a third party tenant are not
substantially the same as those set forth in Landlord’s Notice.




C. Terms.
 If Tenant exercises the Right of First Opportunity, the following terms
and provisions shall apply:




(i) Landlord shall lease the Actual Option Space to Tenant for a lease term
commencing on the availability date specified in Landlord’s Notice and expiring on
the date specified in Landlord’s Notice. In no event shall Landlord be liable to
Tenant if Landlord is unable to deliver possession of the Actual Option Space on the
availability date specified in Landlord’s Notice for any reason (including, without
limitation, the failure of any existing tenant in such Actual Option Space to timely
vacate its premises). If Landlord is unable to deliver possession of the Actual
Option Space to Tenant by the specified availability date, then the commencement
date of the lease term of the Actual Option Space shall be deferred until Landlord
can deliver possession of the Actual Option Space to Tenant.




(ii) The Base Rent and Adjustment Rent payable for the Actual Option Space
shall be as set forth in Landlord’s Notice.




(iii) Tenant shall not be entitled to any rental abatement for the Actual
Option Space except as otherwise set forth in Landlord’s Notice.




(iv) Tenant shall accept the Actual Option Space in an “as-is”, “where-is”
physical condition, without any agreement, representation, credit or allowance from
Landlord with respect to the improvement or condition thereof, except as otherwise
set forth in Landlord’s Notice.




(v) All of the terms and provisions of this Lease shall apply with respect to
the Actual Option Space, except as the same may be inconsistent with the provisions
of this Section 30.




(vi) Unless Tenant is no longer required to maintain the Security Deposit
pursuant to Section 18B, Tenant shall increase the Security Deposit by an amount
equal to eight (8) months of Monthly Base Rent for the Actual Option Space (or, if
the Security Deposit has previously been reduced pursuant to Section 18B, such
lesser number of months of Monthly Base Rent as is then required for the balance of
the Premises).


 


-42-









 






D. Amendment.
 If Tenant exercises the Right of First Opportunity, Landlord and
Tenant shall execute and deliver an amendment to this Lease reflecting the lease of the
Actual Option Space by Landlord to Tenant on the terms herein provided, which amendment
shall be executed within thirty (30) days after Tenant exercises the Right of First
Opportunity.




E. Termination.
 Each Right of First Opportunity shall automatically terminate and
become null and void upon the earlier to occur of (1) the expiration or termination of this
Lease, (2) the termination by Landlord of Tenant’s right to possession of all or any part of
the Premises (except when arising out of Tenant’s valid exercise of the Contraction Option
or an Extension Option), (3) the exercise of an Extension Option with respect to a Rentable
Area of less than seventy-five percent (75%) of the Initial Rentable Area, (4) the failure
of Tenant to timely or properly exercise the Right of First Opportunity, or (5) the
separation of the ownership of the Building and the North Tower.



31. CONTRACTION OPTION.




A. Contraction Option.
 Provided Tenant is not then in Material Default, Tenant
shall have the one-time option (the “Contraction Option”) to exclude from the Premises one
full floor of the Premises, designated by Tenant as hereinafter provided, effective as of
the last day of the fifth Lease Year or the seventh Lease Year (the “Contraction Date”).




B. Contraction Space.
 The space excluded from the Premises pursuant to the
Contraction Option (the “Contraction Space”) shall be the floor designated by Tenant, which
is either the lowest or the highest full floor of the Building included in the Premises (not
including Tenant’s space on the first floor), and which is, as of the date of notice of
exercise of such Contraction Option, included in the Premises.




C. Exercise.
 The Contraction Option shall be exercised by notice given by Tenant
not less than nine (9) months prior to the Contraction Date.




D. Contraction Fee.
 Tenant shall pay Landlord a fee (the “Contraction Fee”) equal
to the unamortized amount of the tenant improvement allowance, brokers’ commissions and
legal fees paid by Landlord in connection with the Contraction Space amortized over the
scheduled portion of the initial Term of this Lease with respect to the Contraction Space,
utilizing a 7% per annum interest rate. The Contraction Fee shall be paid on or before the
Contraction Date. Notwithstanding the foregoing, Tenant may elect to instead pay the
Contraction Fee to Landlord as additional rent over the balance of the initial Term, by
written notice to Landlord prior to the Contraction Date. If Tenant so elects to pay the
Contraction Fee over the balance of the initial Term, the amount of the Contraction Fee will
be amortized on a straight-line basis over the period commencing on the Contraction Date and



 


-43-









 






expiring on the Expiration Date (not including any extension of that date pursuant to the
First Extension Option (as hereinafter defined)), with interest on the principal balance
from time to time outstanding at seven percent (7%) per annum, compounded, and shall be paid
by Tenant in equal monthly installments at the same time and in the same manner as Monthly
Base Rent. Upon the early termination of the Term
for any reason, the entire unpaid principal balance of the Contraction Fee and all accrued
and unpaid interest thereon shall immediately become due and payable. Upon Tenant’s written
request at any time, Landlord shall promptly thereafter notify Tenant of the Contraction Fee
for any applicable Contraction Space (including showing Landlord’s calculation of such
amount(s)), provided all components for determination of such fee are then known.




E. Terms.
 If Tenant exercises the Contraction Option, then Tenant shall return the
Contraction Space to Landlord on the Contraction Date in accordance with the requirements of
this Lease, and on, and effective as of, such Contraction Date:




(i) Base Rent for the balance of the initial Term shall be reduced by the
rental rates applicable to the Contraction Space (i.e., the applicable rate with
respect to part of the initial Premises, Expansion Space, First Offer Space, First
Refusal Space or other space leased by Tenant, if the Contraction Space consists of
such space);




(ii) the Rentable Area of the Premises shall be reduced by the Rentable Area of
such Contraction Space; and




(iii) Tenant’s Proportionate Share shall be reduced by a percentage for the
Contraction Space determined pursuant to the formulas set forth in Section 2A(vi).




F. Confirmation.
 Following exercise by Tenant of the Contraction Option, at the
request of either party hereto and within thirty (30) days after such request, Landlord and
Tenant shall enter into a supplement to this Lease confirming the terms, conditions and
provisions applicable after such contraction as determined in accordance herewith.




G. Termination.
 The Contraction Option shall automatically terminate and become
null and void upon the failure of Tenant to timely or properly exercise the Contraction
Option.


 


-44-









 





32. EXTENSION OPTIONS.




A. First Extension Option.
 Tenant shall have an option (the “First Extension
Option”) to extend the Term with respect to (a) all of the Premises or (b) less than all of
the Premises, but then only in full floor increments or all of the portion of the Premises
on any floor, for one additional term (the “First Extension Term”) of five (5) years, upon
the following terms and conditions:




(i) Tenant gives Landlord written notice of Tenant’s election to exercise the
First Extension Option not later than twelve (12) months prior to the expiration
date of the initial Term;




(ii) Tenant is not in Material Default under this Lease, either on the date
Tenant exercises the First Extension Option or on the expiration date of the initial
Term, and this Lease is in full force and effect on the date on which Tenant
exercises the First Extension Option and on the proposed commencement date of
the First Extension Term; and




(iii) Tenant may not extend the Term with respect to any space that is or will
be subleased on or shortly after the commencement of the First Extension Term (other
than to a Qualified Affiliate).




B. Second Extension Option.
 Tenant shall have an option (the “Second Extension
Option”) to extend the Term with respect to (a) all of the Premises or (b) less than all of
the Premises, but then only in full floor increments or all of the portion of the Premises
on any floor, for one additional term (the “Second Extension Term”) of five (5) years, upon
the following terms and conditions:




(i) Tenant gives Landlord written notice of Tenant’s election to exercise the
Second Extension Option not later than twelve (12) months prior to the expiration
date of the First Extension Term;




(ii) Tenant is not in Material Default under this Lease, either on the date
Tenant exercises the Second Extension Option or on the expiration date of the First
Extension Term, and this Lease is in full force and effect on the date on which
Tenant exercises the Second Extension Option and on the proposed commencement date
of the Second Extension Term; and




(iii) Tenant may not extend the Term with respect to any space that is or will
be subleased on or shortly after the commencement of the Second Extension Term
(other than to a Qualified Affiliate).




C. Terms.
 If Tenant timely and properly exercises the First Extension Option or the
Second Extension Option (each, an “Extension Option”):

 


-45-









 








(i) The Base Rent payable for the First Extension Term or the Second Extension
Term, as applicable (each, an “Extension Term”), shall be equal to 95% of the
“market rate of rent” that Landlord reasonably estimates is then in effect. “Market
rate of rent” shall mean the total rate of base rent, as reasonably determined by
Landlord, including component parts of such rate of rent such as the initial base
rent, fixed and/or indexed rental adjustments and all rental adjustments for Taxes
and Expenses, taking into account landlord contributions, if any, to taxes and
expenses (i.e., any “base year” or “stop”) and tenant concessions, if any, such as
rent abatements and tenant improvement allowances, which Landlord and landlords of
comparable buildings in the Reston/Herndon, Virginia submarket are offering to new
third party tenants for office space comparable to the Premises (taking into account
the window-line and view, the length of the term and the size and level of
improvements of the spaces). The Base Rent payable during the Extension Term shall
be subject to adjustment during the Extension Term as provided in Landlord’s written
notice setting forth the market rate of rent. There shall be no abatement of Base
Rent or Adjustment
Rent for the Premises during the Extension Term, except as may be specifically
provided in Landlord’s written notice setting forth the market rate of rent.




(ii) Upon Tenant’s exercise of an Extension Option, Landlord shall provide to
Tenant written notice of Landlord’s determination of the “market rate of rent”
within ten (10) days. Tenant shall have ten (10) days (“Tenant’s Review Period”)
after receipt of Landlord’s notice of the proposed “market rate of rent” within
which to accept such proposed “market rate of rent” or to object thereto in writing.
If Tenant so objects, Landlord and Tenant shall attempt to agree upon such “market
rate of rent” in good faith. If Landlord and Tenant fail to reach agreement by the
date that is ten (10) days following the expiration of Tenant’s Review Period (the
“Outside Agreement Date”), then each party’s good faith determination of “market
rate of rent” shall be submitted by sealed bid to arbitration in accordance with the
following procedure:




(1) Not later than ten (10) days following the Outside Agreement Date,
Landlord and Tenant shall each appoint one independent arbitrator who shall
by profession be a real estate appraiser (with the professional designation
of M.A.I. or, if M.A.I. ceases to exist, a comparable designation from an
equivalent professional appraiser organization) or office leasing broker who
shall have been active over the 10-year period ending on the date of such
appointment in appraising or leasing of commercial office properties in the
Reston/Herndon, Virginia submarket. The determination of the arbitrators
shall be limited solely to the issue of whether Landlord’s or Tenant’s
submitted “market rate of rent” for the Extension Term is the closest to the
“market rate of rent” for the Extension Term as determined by the
arbitrators, taking into account the elements listed in Section 32.




(2) The two arbitrators so appointed shall within ten (10) days of the
date of the appointment of the last appointed arbitrator agree upon and
appoint a third arbitrator who shall be qualified under the same criteria
set forth hereinabove for qualification of the initial two arbitrators. If
the two arbitrators fail to agree upon and appoint a third arbitrator, both
arbitrators shall be dismissed and Landlord and Tenant each shall promptly
select and appoint one new arbitrator each possessing the qualifications
above.



 


-46-









 






(3) The three arbitrators shall within fifteen (15) days of the
appointment of the third arbitrator reach a decision as to whether the
parties shall use Landlord’s or Tenant’s submitted “market rate of rent” (no
compromise position may be selected) and shall notify Landlord and Tenant
thereof in writing.




(4) The decision of the majority of the three arbitrators shall be
binding upon Landlord and Tenant and judgment upon such decision may be
entered into by any court having jurisdiction over Landlord and Tenant.




(5) Notwithstanding the foregoing, if either Landlord or Tenant fails
to appoint an arbitrator within ten (10) days after the Outside Agreement
Date as provided above and such failure to appoint an arbitrator is not
cured within five (5) days after receipt by such failing party of written
demand to do so by the other party (which other party shall have appointed
its arbitrator prior to sending such written demand), then the arbitrator
appointed by the party sending such demand, acting alone, shall reach a
decision on the applicable “market rate of rent,” notify Landlord and Tenant
in writing thereof, and such arbitrator’s decision shall be binding on
Landlord and Tenant.




(6) If, after the market rate of rent is determined pursuant to the
foregoing procedure, Tenant desires not to extend the Term, Tenant may
rescind its exercise of the Extension Option by written notice to Landlord
within thirty (30) days after the market rate of rent is determined.
Tenant’s failure to timely rescind its exercise of the Extension Option
shall be deemed to be Tenant’s acceptance of the market rate of rent.




(7) Each party shall bear the costs and fees of the arbitrator
appointed by such party and shall split the costs and fess of the third
arbitrator, provided if Tenant elects to rescind its exercise of the
Extension Option as provided in Section 30C(ii)(6), Tenant shall pay the
costs and fees of all three arbitrators.




(iii) Tenant shall have no further options to extend the Term of this Lease
beyond the expiration date of the Second Extension Term.




(iv) Except as included in the determination of the “market rate of rent”,
Landlord shall not be obligated to perform any leasehold improvement work in the
Premises or to give Tenant any allowance for any such work or any other purposes
during or for an Extension Term.




(v) Except for the rate of Base Rent and, if applicable, the Base Year, and
except as otherwise provided herein, all of the terms and provisions of this Lease
shall remain the same and in full force and effect during each Extension Term.


 


-47-









 






D. Amendment.
 If Tenant exercises an Extension Option, Landlord and Tenant shall
execute and deliver an amendment to this Lease reflecting the lease of the Premises by
Landlord to Tenant for the Extension Term on the terms provided above, which amendment shall
be executed and delivered within thirty (30) days after Tenant exercises the Extension
Option.




E. Termination.
 Each Extension Option shall automatically terminate and become null
and void upon the earlier to occur of (1) the expiration or termination of this Lease, (2)
the termination of Tenant’s right to possession of all or any part of the Premises (except
when arising out of Tenant’s valid exercise of the Contraction Option or
an Extension Option), (3) the assignment of this Lease by Tenant (other than to a Qualified
Affiliate), or (4) the failure of Tenant to timely or properly exercise the Extension
Option.



33. RIGHT OF FIRST OFFER UPON SALE OF THE COMPLEX.




A. Offer.
 Landlord hereby grants to Tenant the one-time right of first offer to
purchase the Complex, all related fixtures, equipment and personal property used in the
operation of the Complex (but not a separate unrelated sale of any such fixtures, equipment
and personal property), and any appurtenant easement rights relating to any of the foregoing
(collectively, for the purposes of this Section 33, the “Property”) in accordance with the
terms of this Section 33. If Landlord intends to sell the Building separate from the
balance of the Complex, the “Property” shall instead mean the Building and the related
fixtures, equipment and personal property used in the operation of the Building. Except as
provided in Section 33D below, such right shall apply to the first to occur of a sale of
Landlord’s interest in a ground lease, a creation of a ground lease after the date hereof, a
sale of a fee interest in the Property or any substantial portion thereof, a sale of the
entire or any controlling part of the beneficial interest in any land trust which holds any
ground lease or fee interest or a sale of the entire or any controlling part of the
ownership interests in any corporation, partnership, limited liability company or other
entity holding title to the Property. Tenant’s rights under this Section 33 are conditioned
on the Rentable Area of the Premises being equal to or greater than the Initial Rentable
Area, Tenant not being in Material Default and this Lease being in full force and effect.




B. Offering Notice.
 If at any time prior to or during the Term Landlord desires to
sell (which would include any long term lease of all or substantially all of the Complex)
all or any portion of the Property, whether such proposed sale arises as a result of an
offer from a third party (provided, however, that Landlord is considering accepting such
offer) or is initiated by Landlord, prior to entering into material negotiations with any
third party purchaser Landlord shall give notice (the “Offering Notice”) to Tenant of the
terms upon which Landlord is prepared to offer the Property or such portion thereof for
sale, which Offering Notice shall contain the purchase price and other material terms and
conditions of the proposed sale (such terms and conditions being hereinafter referred to as
the “Offer”). Within fifteen (15) days after Tenant’s receipt of the Offering Notice,
Tenant shall notify Landlord whether or not Tenant desires to enter into purchase
negotiations with Landlord. Tenant’s failure to give such notice within such fifteen (15)



 


-48-









 






day period shall be deemed to be an election by Tenant not to enter into negotiations or
accept the Offer, and Landlord shall have the right to offer the Property or such portion
thereof, as the case may be, for sale to any third party purchaser, subject to the
provisions of Section 33C below. If Tenant notifies Landlord that it desires to enter into
negotiations to purchase the Property or such portion thereof, then for a period of fifteen
(15) days thereafter (i) Landlord shall permit Tenant and its agents to review and inspect
the Property and all books, records, reports, studies, surveys, assessments and other
documents and information concerning the Property which are in the possession of or
available to Landlord or its agents and (ii) Landlord and Tenant shall negotiate in good
faith a purchase and sale agreement based upon the Offering Notice. If Landlord and Tenant
fail to conclude such negotiations within such fifteen (15) day period, Landlord
shall have the right to offer the Property or such portion thereof, as the case may be, for
sale to any third party purchaser, subject to the provisions of Section 33C below.




C. Price Protection.
 Landlord shall not have the right to sell or offer the
Property or any portion thereof, as the case may be, for sale to a third party at a net
equivalent price (which includes the net equivalent cash value of any non-cash
consideration, including exchange properties) less than 90% of the price offered by Tenant
to Landlord in response to any Offering Notice (or 90% of the price set forth in Landlord’s
Offering Notice if Tenant did not respond to said Offering Notice) without giving Tenant a
further Offering Notice pursuant to Section 33B above. Tenant shall have all of the rights
provided for in Section 33B above as to such further Offering Notice and, in addition, the
right to purchase the Property or portion thereof, as the case may be, on the terms and
conditions set forth in such further Offering Notice, except Tenant must respond to such
further Offering Notice within ten (10) days.




D. Exclusions.
 The right of first offer granted to Tenant in this Article shall not
apply to:




(i) Any transfer to a land trust, provided that immediately following such
transfer Landlord is the owner of 100% of the beneficial interest in such land
trust;




(ii) Any transfer to a third party as collateral for financing purposes,
including, without limitation, any sale and leaseback financing transaction;




(iii) Any transfer to a third party resulting from foreclosure, deed in lieu of
foreclosure or sale pursuant to the Uniform Commercial Code of any collateral
interest in Landlord or the Property or any portion thereof under any mortgage,
trust deed or collateral assignment of beneficial interest in any land trust to a
third party, or any subsequent transfer of such interest by the purchaser at any
such foreclosure sale;

 


-49-









 








(iv) In the event Landlord is a partnership, any transfer to an individual
partner of Landlord, or in the event Landlord is a limited liability company, any
transfer to a member of Landlord, provided that such transfer is in the nature of a
workout of a bona fide dispute between the parties and not intended to frustrate the
purposes of this Article 33;




(v) Any conversion of a debt interest into an equity interest, provided the
purpose of such transaction is a bona fide financing transaction and not intended to
frustrate the purposes of this Section 33;




(vi) Any transfer to a family member or a related trust in connection with the
death or estate planning of any person with an equity interest in Landlord; and




(vii) Any transfer in conjunction with a sale of one or more properties in
addition to the Complex (i.e., the Complex and one or more properties that are not
part of the Complex).




E. Termination.
 The right of first offer set forth in this Section 33 shall
automatically terminate and become null and void upon the earlier to occur of (1) the
expiration or termination of this Lease, (2) the termination of Tenant’s right to possession
of all or any part of the Premises (except when arising out of Tenant’s valid exercise of
the Contraction Option or an Extension Option), (3) the exercise of an Extension Option with
respect to a Rentable Area of less than 75% of the Initial Rentable Area, (4) the assignment
of this Lease by Tenant (other than to a Qualified Affiliate), or (5) the failure of Tenant
to timely or properly exercise the right of first offer.



34. USE OF ROOF AND RISERS.
 Throughout the Term of this Lease, Tenant shall have access to and the
right to use a portion of the roof area of the Building (not to exceed Tenant’s Proportionate Share
of the roof area of the Building after deducting areas used by Building systems) for the purpose of
erection and maintenance of up to three (3) communications antennas. Such rights shall be for the
personal use of Tenant. Landlord shall have the right to approve such installations, which
approval shall not be unreasonably withheld, conditioned or delayed. Landlord and Tenant shall
reasonably agree on the location of the area or areas to be utilized by Tenant. Tenant shall be
responsible for obtaining and maintaining all governmental permits and licenses needed for such
installations and Landlord agrees to cooperate with Tenant in this regard in any reasonable manner
requested by Tenant. Tenant shall pay all costs of installing, maintaining, insuring and removing
such equipment, but such use shall otherwise be without charge. Tenant shall operate and maintain
any such equipment in accordance with all applicable laws, statutes, codes and ordinances. Tenant
shall operate any such equipment in such a manner as will not materially interfere with any other
equipment which is then operating in the Complex at the time Tenant first installs such equipment.
Tenant shall install any such rooftop equipment in a manner which does not void any existing
warranty on the roof of the Building. Landlord shall not use, or permit any other tenant or third
party to use, the roof for any purpose which would interfere with Tenant’s use of the roof. Upon
the expiration of earlier termination of this Lease, Tenant shall remove all such equipment from
the roof of the Building and repair any damage caused by such removal, including removing any
cabling and conduit connecting such equipment to the Premises.


 


-50-









 





35. STANDBY GENERATOR LICENSE.




A. License.
 It is understood that Tenant desires to use certain space outside the
Building, at the location set forth on Exhibit G attached hereto and made a part hereof (the
“Generator Pad”), for Tenant’s exclusive use to install, operate and maintain certain
standby power generating facilities and related equipment (collectively, “Generator
Equipment”) directly related to the business of Tenant at the Building. Subject to the
terms and conditions of this Section 35, Landlord hereby licenses to Tenant the exclusive
right to use the Generator Pad during the Term for the installation, operation and
maintenance of the Generator Equipment and for no other use or purpose whatsoever, for no
separate fee or charge.




B. Installation.
 Tenant shall be solely responsible for the installation of the
Generator Equipment and shall, as a condition to installing and maintaining the Generator
Equipment and at Tenant’s sole cost and expense, (i) submit plans and specifications
depicting the size, location and manner of installation of the Generator Equipment for
Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed, and
(ii) secure all necessary consents and approvals from all applicable governmental
authorities to construct, operate and maintain the Generator Equipment. The Generator
Equipment shall further be installed subject to and in accordance with the conditions and
limitations set forth in Section 9. Tenant shall be solely responsible for the installation
of the Generator Equipment, and all other support equipment, connecting lines and other
equipment used in connection therewith, at Tenant’s sole expense. Said installation shall
be in accordance with the aforementioned plans and specifications approved by Landlord.
Tenant agrees to indemnify, defend and hold harmless Landlord from and against all losses,
damages, costs and expenses arising from or relating to the installation, maintenance,
repair, use and removal of the Generator Equipment. All such Generator Equipment shall be
constructed and installed by Tenant in a lien-free and good and workmanlike manner, in
accordance with all applicable laws, statutes, codes and ordinances, and in compliance with
the requirements of the insurers of the Building.




C. Laws.
 Tenant will comply with all laws, statutes, codes and ordinances, and
insurance requirements relating to the operation, maintenance and repair of the Generator
Equipment, including, but not limited to (i) obtaining and maintaining, or causing to be
obtained and maintained, all applicable permits required for the installation, operation,
maintenance and repair of the Generator Equipment, (ii) implementing a Spill Prevention
Control and Countermeasures Plan (as required by federal, state, or local regulations), and
(iii) maintaining and inspecting the Generator Equipment and related equipment and keeping
records related thereto. Upon Landlord’s request, Tenant will allow Landlord to inspect all
records relating to the installation, operation, maintenance and repair of the Generator



 


-51-









 






Equipment. Tenant will immediately report to Landlord any spill or release and any citations
or notices of violation and will provide Landlord with copies thereof. Such notification
will not relieve Tenant from its obligations to notify governmental agencies. Any cleanup
or remediation of any spill or release or otherwise required by any governmental agency will
be completed by Tenant in accordance with all applicable laws, statues, codes and
ordinances. Landlord may make periodic inspections to ensure regulatory compliance and the
proper operation, maintenance and repair of the Generator Equipment. Tenant shall give to
Landlord notice of any notices which Tenant receives from third parties that any of the
Generator Equipment is or may be in violation of any law, statute, code or ordinance.
Tenant shall pay all taxes of any kind or nature whatsoever levied upon the Generator
Equipment and all licensing fees, franchise taxes and other charges, expenses and other
costs of any nature whatsoever relating to the construction, ownership, maintenance and
operation of the Generator Equipment.




D. No Interference.
 The installation and operation of the Generator Equipment shall
not interfere with the safety or operation of the Complex.




E. Fuel.
 Landlord shall not be required to provide any sources of power or fuel for
the Generator Equipment. Except during emergency operation of the Generator
Equipment, Tenant shall not fill the fuel storage tank for the Generator Equipment during
normal business hours.




F. Removal.
 Within sixty (60) days after expiration or termination of this Lease,
Tenant, at Tenant’s sole cost and expense, shall remove all of the Generator Equipment
installed hereunder. Tenant shall pay all costs and expenses of any such removal. Tenant
must document the removal of any fuel storage tank with a report prepared by a qualified
consultant, evidencing either no impact to soil and groundwater or that any impacted soil or
groundwater has been remediated in a manner and to a level satisfactory to Landlord in its
sole discretion.




G. Casualty.
 If the Generator Pad shall be damaged by fire or other casualty
rendering it unusable by Tenant, the Basic Rent payable under the Lease shall not be abated.




H. Terms.
 Tenant’s use of the Generator Pad shall be subject to the same terms and
conditions as Tenant’s use of the interior of the Building, including, without limitation,
the indemnification by Tenant set forth in Section 11B.




I. Personal.
 The license and rights set forth in this Section 35 are personal to
GTSI Corp., any Qualified Affiliate, any permitted subtenant of at least two (2) whole
floors in the Building or any permitted assignee.



[Signatures are on the following page.]



 


-52-









 





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



	 	 	 	 	 	 	 
	LANDLORD:	 	TENANT:
	 
	 	 	 	 	 	 
	SP HERNDON DEVELOPMENT, LP,	 	GTSI CORP.,
	a Delaware limited partnership	 	a Delaware corporation
	 
	 	 	 	 	 	 
	By:

	 	 	 	By:	 	 
	 

	 	 
	 	 	 	 
	 
	 	 	 	 	 	 
	Title:

	 	 	 	Title:	 	 
	 

	 	 
	 	 	 	 






	 	 	 
	STATE OF
 _____ 


	 	) 
	 

	 	) SS:
	COUNTY OF
 _____ 


	 	) 






On this
 _____ 
day of
 _____ 
, 2007, before me appeared

 _____ 
, to me personally known, who being by me duly sworn, did say that
(he) (she) is the
 _____ 
of SP Herndon Development, LP, the limited partnership
that executed the within and foregoing instrument and that said instrument was signed and sealed in
behalf of said limited partnership by proper authority, and said
 _____ 

acknowledged said instrument to be the free act and deed of said limited partnership.



 

NOTARY PUBLIC



My commission expires:                                         



	 	 	 
	STATE OF
 _____ 


	 	) 
	 

	 	) SS:
	COUNTY OF
 _____ 


	 	) 






On this
 _____ 
day of
 _____ 
, 2007, before me appeared

 _____ 
, to me personally known, who being by me duly sworn, did say that
(he) (she) is the
 _____ 
of GTSI Corp., the corporation that executed the within
and foregoing instrument and that said instrument was signed and sealed in behalf of said
corporation by authority of its Board of Directors, and that the seal affixed is the corporate seal
of said corporation and said
 _____ 
acknowledged said instrument to be the free
act and deed of said corporation.



 

NOTARY PUBLIC



My commission expires:                                         




 


-53-









 







EXHIBIT A




PLAN OF PREMISES









 


A-1 









 







EXHIBIT B




RULES AND REGULATIONS




1. Tenant shall not make any room-to-room canvas to solicit business from other tenants in the
Complex and shall not exhibit, sell or offer to sell, use, rent or exchange any item or services in
or from the Premises unless ordinarily included within Tenant’s use of the Premises as specified in
the Lease.



2. Tenant shall not make any use of the Premises which may be dangerous to person or property
or which shall increase the cost of insurance or require additional insurance coverage.



3. Tenant shall not paint, display, inscribe or affix any sign, picture, advertisement,
notice, lettering or direction or install any lights on any part of the outside or inside of the
Complex, other than the Premises, and then not on any part of the inside of the Premises which can
be seen from outside the Premises, except as approved by Landlord in writing.



4. Tenant shall not use the name of the Building or the Complex in advertising or other
publicity, except as the address of its business, and shall not use pictures of the Building or the
Complex in advertising or publicity. Neither Landlord nor Tenant shall issue any press release
announcing the signing of the Lease which contains confidential information or financial terms
without Landlord’s approval of the contents thereof.



5. Tenant shall not obstruct or place objects on or in sidewalks, entrances, passages, courts,
corridors, vestibules, halls, elevators and stairways in and about the Complex. Tenant shall not
place objects against glass partitions or doors or windows or adjacent to any open common space
which would be unsightly from the Complex corridors or from the exterior of the Complex.



6. Bicycles shall not be permitted in the Complex other than in locations designated by
Landlord.



7. Tenant shall not allow any animals, other than seeing eye dogs, in the Premises or the
Complex.



8. Tenant shall not disturb other tenants or make excessive noises, cause disturbances, create
excessive vibrations, odors or noxious fumes or use or operate any electrical or electronic devices
or other devices that emit excessive sound waves or are dangerous to other tenants of the Complex
or that would interfere with the operation of any device or equipment or radio or television
broadcasting or reception from or within the Complex or elsewhere, and shall not place or install
any projections, antennae, aerials or similar devices outside of the Complex or the Premises.



9. Tenant shall not waste electricity or water and shall cooperate fully with Landlord to
assure the most effective operation of the Complex’s heating and air conditioning, and shall
refrain from attempting to adjust any controls except for the thermostats within the Premises.
Tenant shall keep all doors to the Premises closed.


 


B-1 









 





10. Unless Tenant installs new doors to the Premises, Landlord shall furnish two sets of keys
for all doors to the Premises at the commencement of the Term. Tenant shall furnish Landlord with
duplicate keys for any new or additional locks on doors installed by Tenant. When the Lease is
terminated, Tenant shall deliver all keys to Landlord and will provide to Landlord the means of
opening any safes, cabinets or vaults left in the Premises.



11. Except as otherwise provided in the Lease, Tenant shall not install any signal,
communication, alarm or other utility or service system or equipment without the prior written
consent of Landlord.



12. Tenant shall not use any draperies or other window coverings instead of or in addition to
the Building standard window coverings provided by Landlord for exclusive use throughout the
Complex.



13. Landlord may require that all persons who enter or leave the Complex identify themselves
to watchmen, by registration or otherwise. Landlord, however, shall have no responsibility or
liability for any theft, robbery or other crime in the Complex. Tenant shall assume full
responsibility for protecting the Premises, including keeping all doors to the Premises locked
after the close of business.



14. Tenant shall not overload floors; and Tenant shall obtain Landlord’s prior written
approval as to size, maximum weight, routing and location of business machines, safes, and heavy
objects. Tenant shall not install or operate machinery or any mechanical devices of a nature not
directly related to Tenant’s ordinary use of the Premises.



15. In no event shall Tenant bring into the Complex inflammables such as gasoline, kerosene,
naphtha and benzene, or explosives or firearms or any other articles of an intrinsically dangerous
nature.



16. Furniture, equipment and other large articles may be brought into the Complex only at the
time and in the manner reasonably designated by Landlord. Tenant shall furnish Landlord with a
list of furniture, equipment and other large articles which are to be removed from the Building,
and Landlord may require advance notice before allowing anything to be moved in or out of the
Complex. Movements of Tenant’s property into or out of the Complex and within the Complex are
entirely at the risk and responsibility of Tenant.



17. No person or contractor, unless approved in advance by Landlord, shall be employed to do
janitorial work, interior window washing, cleaning, decorating or similar services in the Premises.



18. Tenant shall not use the Premises for lodging, cooking (except for microwave and toaster
ovens and coffee makers) or manufacturing or selling any alcoholic beverages or for any illegal
purposes.



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


 


B-2 









 





20. Tenant shall cooperate and participate in all reasonable security programs affecting the
Complex.



21. Tenant shall not loiter, eat, drink, sit or lie in the lobby or other public areas in the
Complex, except in designated areas. Tenant shall not go onto the roof of the Complex or any other
non-public areas of the Complex (except the Premises), and Landlord reserves all rights to control
the public and non-public areas of the Complex. In no event shall Tenant have access to any
electrical, telephone, plumbing or other mechanical closets without Landlord’s prior written
consent.



22. Tenant shall not use the freight or passenger elevators, loading docks or receiving areas
of the Complex except in accordance with regulations for their use established by Landlord.



23. Tenant shall not dispose of any foreign substances in the toilets, urinals, sinks or other
washroom facilities, nor shall Tenant permit such items to be used other than for their intended
purposes; and Tenant shall be liable for all damage as a result of a violation of this rule.



24. Tenant shall not allow its employees to use the public areas of the Complex as smoking
areas.


 


B-3 









 





EXHIBIT C




WORK LETTER AGREEMENT




This Work Letter Agreement (“Work Letter Agreement”) is attached to and made an integral part
of that certain Office Lease (the “Lease”) between GTSI Corp., a Delaware corporation, as “Tenant,”
and SP Herndon Development, LP, a Delaware limited partnership, as “Landlord,” relating to demised
premises (“Premises”) at the building commonly known as 2553 Dulles View Drive, Herndon, Virginia
(the “Building”), which Premises are more fully identified in the Lease. Capitalized terms used
herein, unless otherwise defined in this Work Letter Agreement, shall have the respective meanings
ascribed to them in the Lease.



1. LANDLORD’S WORK. Landlord will provide, construct and install, at no cost to
Tenant, the “Landlord’s Work” as set forth on Schedule 1 attached hereto. Landlord shall use
reasonable efforts to substantially complete Landlord’s Work to enable the commencement of
construction of Tenant’s Work (as hereinafter defined) by April 1, 2008. Within ten (10) days
after notice from Landlord that Landlord’s Work is substantially complete, Tenant shall have the
right to inspect the Premises and notify Landlord of punchlist items of Landlord’s Work which need
to be corrected, repaired or completed. Landlord shall correct, repair or complete such punchlist
items as expeditiously as possible, and in any event within thirty (30) days (subject to Section
25H of the Lease). Failure of Tenant to notify Landlord of any punchlist items within such 10-day
period shall be deemed to be Tenant’s acceptance of Landlord’s Work, subject to latent defects as
described in Section 4A of the Lease. If Landlord fails to substantially complete Landlord’s Work
by April 1, 2008 (the “Outside Completion Date”), and such failure delays the performance of
Tenant’s Work, then Base Rent first accruing under the Lease shall abate for a number of days equal
to (x) two (2) multiplied by (y) the number of days in the period commencing on the day following
the Outside Completion Date and expiring on the date Landlord substantially completes Landlord’s
Work. Notwithstanding the foregoing, if Landlord is delayed in substantially completing Landlord’s
Work due to an event of force majeure as described in Section 25H of the Lease, the Outside
Completion Date shall be extended by the number of days of such force majeure delay, to a maximum
of sixty (60) additional days. The remedy set forth above in this Paragraph 1 is Tenant’s sole
remedy, and Landlord’s sole liability, for any delays in substantial completion of Landlord’s Work.



2. TENANT’S WORK. Landlord will cause to be constructed, at Tenant’s sole cost and
expense (subject to payment from Landlord’s Contribution (as defined in Paragraph 3 below)), the
leasehold improvements shown on the Final Plans (as defined in Paragraph 4 below) (“Tenant’s
Work”). Tenant’s Work will be designed as described in this Work Letter Agreement. Tenant will
pay all of Landlord’s costs of causing the Tenant’s Work to be designed and installed, plus 1.25%
of the sum of all hard costs of Tenant’s Work for Landlord’s supervisory fee. There will be no
other supervisory fee or engineering staffing fee imposed by Landlord for Tenant’s Work.

 


C-1 









 








3. LANDLORD’S CONTRIBUTION; EXCESS AMOUNTS.




(a) Landlord shall make a dollar contribution in the amount of $70.00 per square foot
of the Initial Rentable Area (“Landlord’s Contribution”), for application to
the extent thereof to the cost of Tenant’s Work. Not less than eighty percent (80%) of
Landlord’s Contribution shall be used in connection with planning and constructing of
Tenant’s Work, which shall include all architectural and engineering fees, construction
costs, telecommunications wiring and security installations. Tenant shall have the right to
utilize up to 20% of Landlord’s Contribution for any expense of Tenant as may be associated
with (a) telecommunications equipment and installation, (b) furniture, fixtures and
equipment, to include exterior building signage, (c) other specialty trade fixtures and
equipment as elected by Tenant for the Premises, (d) legal fees and consultant fees, (e) any
moving cost of any kind and (f) a rent credit as provided below. If the cost of Tenant’s
Work exceeds Landlord’s Contribution, Tenant shall have sole responsibility for the payment
of such excess cost. If the cost of Tenant’s Work is less than Landlord’s Contribution,
Tenant may receive a credit against the Rent next coming due for such excess amount (not to
exceed in any case, in the aggregate with the other costs described in clauses (a) through
(e) above, 20% of Landlord’s Contribution).




(b) If Tenant desires further funds in connection with the cost of Tenant’s Work, upon
Tenant’s written request prior to the Commencement Date, so long as Tenant is not then in
Material Default under the Lease, Landlord shall increase Landlord’s Contribution by the
amount requested in writing by Tenant (the “Additional Allowance”), up to a maximum of $5.00
per square foot of the Initial Rentable Area, which amount shall be deemed to be a loan from
Landlord to Tenant on the terms and conditions hereinafter set forth. If Tenant so elects
to draw the Additional Allowance, the amount of such Additional Allowance shall be amortized
on a straight-line basis over the initial Term with interest on the principal balance from
time to time outstanding at seven percent (7%) per annum, compounded, and shall be repaid by
Tenant to Landlord in equal monthly installments at the same time as Monthly Base Rent is
due under the Lease, which installments shall be deemed to be additional Rent under the
Lease. Upon the early termination of the Term for any reason or upon the occurrence of a
Material Default by Tenant under the Lease, at Landlord’s option exercised by written notice
to Tenant, the entire unpaid principal balance of the Additional Allowance and all accrued
and unpaid interest thereon shall immediately become due and payable. If Tenant elects to
draw the Additional Allowance, Landlord and Tenant shall promptly execute and deliver an
amendment to the Lease reflecting the draw of the Additional Allowance and the terms herein
provided regarding repayment thereof. Notwithstanding anything in this subparagraph (b) to
the contrary, (x) Tenant may draw the Additional Allowance only if the aggregate cost of
Tenant’s Work (including change orders) exceeds the amount of Landlord’s Contribution and
(y) such Additional Allowance may be used only to pay for the cost of Tenant’s Work
(including change orders).




(c) Landlord shall also pay on behalf of Tenant, to Tenant’s space planner, the cost of
the initial test fit of up to three (3) floors (not to exceed 12¢ per square foot of the
Initial Rentable Area).


 


C-2 









 






(d) If required by Landlord’s Mortgagee, payment of Landlord’s Contribution shall be
made through a title insurance company escrow designated by Landlord or Landlord’s Mortgagee
and paid for by Landlord. Payments to Contractor (as hereinafter defined) and payments of
all other costs associated with Tenant’s Work as the Tenant’s
Work shall be made as Tenant’s Work progresses, upon Landlord’s or, if applicable, the
title insurance company’s, satisfactory review of architect’s certificates, lien waivers and
sworn statements from Contractor and other applicable parties and, if applicable, upon the
title insurance company’s willingness to issue title insurance over mechanic’s liens
relating to Tenant’s Work to the date of each draw. Tenant or Contractor, as applicable,
will be obligated to provide architect’s certificates, contractor’s affidavits, partial and
final waivers of lien, and any additional reasonable documentation (including, without
limitation, contractor indemnifications) which may be requested by Landlord, Landlord’s
Mortgagee or, if applicable, such title insurance company consistent with any title
insurance requirements concerning Tenant’s Work. If Landlord receives a complete and proper
draw request (including the documentation set forth above) by the fifth (5th) day
of a calendar month, payment of such draw will be made within forty-five (45) days
thereafter. Complete and proper draw requests received after the fifth (5th) day
of a calendar month will be paid within sixty (60) days thereafter. In no event, however,
shall Landlord be obligated to pay more than one draw in any calendar month.




(e) If Landlord wrongfully fails to pay any portion of Landlord’s Contribution then
owing to Contractor and as a result of such failure Contractor threatens to cease Tenant’s
Work, then if such failure continues for ten (10) business days after notice from Tenant,
Tenant may pay the amounts properly owed to Contractor. If Tenant is not then in Material
Default under the Lease, Landlord shall reimburse Tenant for amounts properly paid by Tenant
to Contractor pursuant to the immediately preceding sentence and, if Landlord fails to do so
and such failure continues for more than ten (10) business days after notice from Tenant,
then Tenant may set-off the amounts so owed by Landlord against Base Rent first coming due
under the Lease.



4. CONSTRUCTION DRAWINGS. Tenant will provide Landlord with construction drawings for
Tenant’s Work (“Construction Drawings”) prepared by Fox Architects. Landlord will approve or
disapprove the Construction Drawings in writing within ten (10) days after receipt. Landlord will
not withhold its approval except for reasonable cause and will not act in an arbitrary or
capricious manner in connection with approving the Construction Drawings. Landlord’s disapproval
of the Construction Drawings shall not be considered unreasonable if any of the work contemplated
is likely to adversely affect Building systems, the structure of the Building, or the safety of the
Building and/or its occupants; might impair Landlord’s ability to furnish services to Tenant or
other tenants in the Building; would increase the cost of operating the Building; would violate any
laws; contains or uses hazardous materials; would adversely affect the exterior appearance of the
Building; might adversely affect another tenant’s premises; or is likely to be substantially
delayed because of unavailability of materials or labor. If Landlord disapproves the Construction
Drawings, Tenant will revise the Construction Drawings and submit the same to Landlord. This
process shall be repeated until the Construction Drawings are approved by Landlord (the “Final
Plans”). Tenant shall be responsible for obtaining a building permit for Tenant’s Work consistent
with the Final Plans. Tenant represents and warrants that the Final Plans and the Tenant’s Work
contemplated thereby shall be in compliance with applicable building and zoning laws, ordinances,
regulations and any covenants, conditions or restrictions affecting the Building, and that the same
will be in accordance with good engineering and architectural practice. Any approval by Landlord
of any of the Construction Drawings shall not in any way constitute a representation or warranty of
Landlord
as to the adequacy or sufficiency of such drawings, or Tenant’s Work, for any reason, purpose
or condition, but such approval shall merely be the consent of Landlord, as may be required
hereunder, in connection with performance of Tenant’s Work in accordance with the Final Plans.


 


C-3 









 





5. CONTRACTORS.




(a) Tenant shall select one of E.E. Reed, HITT or Davis to act as the general
contractor for Tenant’s Work (“Contractor”), subject to the conditions and limitations
below. Tenant shall negotiate the construction contract with Contractor (the “Construction
Contract”) and Landlord shall enter into such Construction Contract with Contractor,
provided the Construction Contract is reasonably acceptable to Landlord, is a typical
contract for leasehold improvements of a scope equal to the scope of Tenant’s Work and
complies with the other terms of this Work Letter. Tenant shall be solely entitled to the
benefit of any liquidated damages, delay penalties or comparable compensation from
Contractor for late completion of Tenant’s Work. Tenant acknowledges that it is Landlord’s
and Tenant’s intent that Landlord have no responsibility under the Construction Contract
(other than payment of Landlord’s Contribution as provided above).




(b) Without limitation of the indemnification provisions contained in the Lease, to the
fullest extent permitted by law, Tenant agrees to indemnify, protect, defend and hold
harmless Landlord, the parties listed or required by the Lease to be named as additional
insureds, and their respective beneficiaries, partners, directors, officers, employees,
managers, members and agents, from and against all claims, liabilities, losses, damages and
expenses of whatever nature arising out of or in connection with the Construction Contract
or the performance of Tenant’s Work, including, without limitation, the cost of any repairs
to the Premises or Building necessitated by activities of Contractor, bodily injury to
persons or damage to the property of Tenant, its employees, agents, invitees, licensees or
others.




(c) Tenant acknowledges and agrees that the Construction Contract must contain the
following provisions:




(i) Before commencing Tenant’s Work, Contractor shall submit the following
information and items to Landlord for Landlord’s review and approval (which approval
shall not be unreasonably withheld, conditioned or delayed) and Landlord agrees to
grant or withhold such approval within ten (10) days after submission of the
applicable items:




a. A detailed critical path construction schedule containing the major
components of Tenant’s Work and the time required for each, including the scheduled
commencement date of construction of Tenant’s Work, milestone dates and the
estimated date of completion of construction.




b. An itemized statement of estimated construction cost, including fees for
permits and architectural and engineering fees, using
information known at the time (and updating such statement as new information
arises).


 


C-4 









 






c. The names and addresses of the subcontractors to be engaged for Tenant’s
Work. Landlord has the right to approve or disapprove all or any one or more of the
proposed subcontractors, which approval shall not be unreasonably withheld,
conditioned or delayed. Upon Tenant’s request at any time prior to the commencement
of Tenant’s Work, Landlord will reasonably consider a list of Contractor’s proposed
subcontractors. Contractor may seek Landlord’s approval of subcontractors who are
not a major trade subcontractor after Contractor commences Tenant’s Work, provided
no such subcontractor shall commence work until Landlord has granted its approval of
such subcontractor.




d. Certified copies of insurance policies or certificates of insurance as
hereinafter described.




(ii) Contractor shall use only new, first-class materials in Tenant’s Work,
except where explicitly shown in the Approved Plans. All Tenant’s Work shall be
done in a good and workmanlike manner. Contractor must provide a warranty of at
least one year duration from the completion of Tenant’s Work against defects in
workmanship and materials on all work performed and equipment installed in the
Premises as part of Tenant’s Work.




(iii) Contractor shall make all reasonable efforts and take all reasonable
steps appropriate to assure that all construction activities undertaken do not
unreasonably interfere with the operation of the Complex or with other tenants and
occupants of the Complex. Contractor shall take all precautionary steps to minimize
dust, noise and construction traffic, and to protect its facilities and the
facilities of others affected by Tenant’s Work and to properly police same.
Construction equipment and materials are to be kept within the Premises and delivery
and loading of equipment and materials shall be done at such locations and at such
time as Landlord shall direct so as not to burden the construction or operation of
the Complex. If and as required by Landlord, the Premises shall be sealed off from
the balance of the office space on the floor(s) containing the Premises so as to
minimize the dispersement of dirt, debris and noise. Contractor shall repair and
restore any damage to the Complex caused by Contractor or arising in connection with
Tenant’s Work.




(iv) Contractor shall secure and maintain (and shall cause its subcontractors
to secure and maintain) during the continuance of construction and fixturing work
within the Building or Premises, insurance in the following minimum coverages and
the following minimum limits of liability:




a. Worker’s Compensation and Employer’s Liability Insurance with limits of not
less than $500,000.00, or such higher amounts as may be required from time to time
by any Employee Benefit Acts or other statutes applicable where the work is to be
performed, and in any event sufficient to
protect Contractor (and such subcontractors) from liability under the
aforementioned acts.


 


C-5 









 






b. Comprehensive General Liability Insurance (including Contractors’ Protective
Liability) in an amount not less than $1,000,000.00 per occurrence, whether
involving bodily injury liability (or death resulting therefrom) or property damage
liability or a combination thereof with a minimum aggregate limit of $2,000,000.00,
and with umbrella coverage with limits not less than $5,000,000.00. Landlord shall
lower such required limits for those subcontractors whose activities do not expose
Landlord to significant liability, as determined by Landlord in its reasonable
discretion. Such insurance shall provide for explosion and collapse, completed
operations coverage and broad form blanket contractual liability coverage and shall
insure Contractor and the subcontractors against any and all claims for bodily
injury, including death resulting therefrom, and damage to the property of others
and arising from its operations under the contracts whether such operations are
performed by Contractor or by anyone directly or indirectly employed by any of them.




c. Comprehensive Automobile Liability Insurance, including the ownership,
maintenance and operation of any automotive equipment, owned, hired, or non owned in
an amount not less than $500,000.00 for each person in one accident, and
$1,000,000.00 for injuries sustained by two or more persons in any one accident and
property damage liability in an amount not less than $1,000,000.00 for each
accident. Such insurance shall insure Contractor (or such subcontractor) against
any and all claims for bodily injury, including death resulting therefrom, and
damage to the property of others arising from its operations under the contracts,
whether such operations are performed by Contractor (or such subcontractor), or by
anyone directly or indirectly employed by any of them.




d. “All-risk” builder’s risk insurance upon the entire Tenant’s Work to the
full insurable value thereof. This insurance shall include the interests of
Landlord and Tenant (and their respective contractors and subcontractors of any tier
to the extent of any insurable interest therein) in Tenant’s Work and shall insure
against the perils of fire and extended coverage and shall include “all risk”
builder’s risk insurance for physical loss or damage including, without duplication
of coverage, theft vandalism and malicious mischief. If portions of Tenant’s Work
are stored off the site of the Building or in transit to said site are not covered
under said “all risk” builder’s risk insurance, then Contractor shall effect and
maintain similar property insurance on such portions of Tenant’s Work. Any loss
insured under said “all risk” builder’s risk insurance is to be adjusted with
Landlord and Tenant and made payable to Landlord, as trustee for the insureds, as
their interests may appear.


 


C-6 









 





All policies (except the worker’s compensation policy) shall be endorsed to include as
additional insured parties Landlord, Landlord’s Mortgagee and Landlord’s property manager, and
their respective beneficiaries, partners, directors, officers, employees and agents. The waiver of
subrogation provisions contained in the Lease shall apply to all insurance policies (except
the workmen’s compensation policy) to be obtained by Contractor pursuant to this paragraph. The
insurance policy endorsements shall also provide that all additional insured parties shall be given
30 days’ prior written notice of any reduction, cancellation or non renewal of coverage (except
that ten (10) days’ notice shall be sufficient in the case of cancellation for non payment of
premium) and shall provide that the insurance coverage afforded to the additional insured parties
thereunder shall be primary to any insurance carried independently by said additional insured
parties. Additionally, where applicable, each policy shall contain a cross liability and
severability of interest clause.



6. CHANGES TO FINAL PLANS. Tenant will notify Landlord of any desired revisions to
the Final Plans by submitting such revisions to Landlord. If Landlord approves the revisions,
Landlord will notify Tenant of the additional cost of Tenant’s Work. Tenant will approve or
disapprove the increased cost within five (5) business days after Landlord notifies Tenant of the
additional cost. If Tenant fails to notify Landlord of its approval or disapproval of the
additional cost within the five (5) business day period, Tenant is deemed to have disapproved the
additional cost. If Tenant disapproves the additional cost, Tenant is deemed to have withdrawn its
proposed revisions to the Final Plans.



7. TENANT’S REPRESENTATIVE. Tenant designates Mike Solomon as Tenant’s representative
to notify Landlord of any revisions to the Final Plans as described in Paragraph 6 and to provide
any notices or directions to Landlord regarding Tenant’s Work. Tenant may subsequently designate a
different individual as such representative.



8. COMPLETION OF TENANT’S WORK. If Tenant’s Work is not substantially completed on or
before the Target Commencement Date for any reason, then the Lease shall remain in effect, Landlord
shall have no liability to Tenant as a result of any delay in occupancy (except as expressly
provided in Paragraph 1 above), and the Commencement Date shall continue to be determined as
provided in Section 1A of the Lease, but the Rent Commencement Date and the Expiration Date shall
not be affected by such delay. If Contractor is in breach or default under the Construction
Contract, upon Tenant’s request, and at Tenant’s sole cost and expense and at no liability to
Landlord, Landlord shall attempt to enforce the Construction Contract as directed by Tenant.
Tenant acknowledges that Landlord does not guarantee that it will be successful in such
enforcement. If it is the intent of the parties that by virtue of allowing Tenant to select
Contractor and negotiate the Construction Contract, Tenant will bear all risk of delays in Tenant’s
Work, defects in Tenant’s Work and negligence or willful misconduct of Contractor or any
subcontractor.



9. EARLY ACCESS. Landlord shall grant to Tenant and Tenant’s agents a license to
enter the Premises prior to the Commencement Date in order that Tenant may do other work required
by Tenant to make the Premises ready for Tenant’s use and occupancy. It shall be a condition to
the grant by Landlord and continued effectiveness of such license that:


 


C-7 









 






(i) Tenant shall give to Landlord not less than five (5) days’ prior written notice of
its request to have such access to the Premises, which notice shall contain and/or shall be
accompanied by: (A) a description of and schedule for the work to be performed by those
persons and entities for whom and which such access is being
requested; (B) the names and addresses of all contractors, subcontractors and material
suppliers for whom and which such early access is being requested and the approximate number
of individuals, itemized by trade, who will be present in the Premises; (C) copies of all
contracts pertaining to the performance of the work for which such early access is being
requested; (D) copies of all plans and specifications pertaining to the work for which such
access is being requested; (E) copies of all licenses and permits, if any, required in
connection with the performance of the work for which such access is being requested; (F)
certificates of insurance (in amounts and with insured parties satisfactory to Landlord) and
instruments of indemnification against all claims, costs, expenses, damages and liabilities
which may arise in connection with such work; and (G) assurances of the availability of
funds sufficient to pay for all such work. All of the foregoing shall be subject to
Landlord’s approval, which shall not be unreasonably withheld, conditioned or delayed.




(ii) Such early access shall be subject to scheduling by Landlord.




(iii) Tenant’s agents, contractors, workmen, mechanics, suppliers and invitees shall
work in harmony and not interfere with Landlord and Landlord’s agents in performing
Landlord’s Work, Tenant’s Work, Landlord’s work in other premises and in common areas of the
Building, or the general operation of the Building. If at any time such entry shall cause
or threaten to cause such disharmony, Landlord may withdraw such license upon forty-eight
(48) hours’ prior written notice to Tenant.




Any such entry into and occupation of the Premises by Tenant shall be deemed to be
under all of the terms, covenants, conditions and provisions of the Lease, excluding only
the covenant to pay Base Rent and Adjustment Rent and specifically including the provisions
of Sections 9, 10C and 11 thereof. Landlord shall not be liable for any injury, loss or
damage which may occur to any of Tenant’s work or installations made in the Premises or to
property placed therein prior to the commencement of the Term, the same being at Tenant’s
sole risk and liability. Tenant shall be liable to Landlord for any damage to the Premises
or to any portion of Tenant’s Work caused by Tenant or any of Tenant’s employees, agents,
contractors, workmen or suppliers. In the event the performance of the work by Tenant, its
agents, employees or contractors causes extra costs to Landlord, Tenant shall reimburse
Landlord for the entire extra cost.



10. MISCELLANEOUS.




(a) Unless otherwise indicated, all references in this Work Letter Agreement to a
“number of days” shall mean and refer to calendar days. In all instances in this Work
Letter Agreement where Tenant is required to approve or deliver an item, if no written
notice of approval is given or the item is not delivered within the stated time period, at
the end of such period the item shall automatically be deemed disapproved by Tenant, and any
delay resulting therefrom shall constitute a Tenant Delay.


 


C-8 









 






(b) Freight elevator service shall be made available to Contractor without charge
during normal construction hours and at any other time that an engineer is present at the
Building or is not required, in Landlord’s reasonable judgment, to be present at the
Building in connection with Tenant’s use of the freight elevator. Contractor shall
also be allowed to use two (2) bathrooms in the Building, as designated by Landlord, free of
charge during the performance of Tenant’s Work. Contractor shall be responsible for
protecting and cleaning such bathrooms and shall repair and restore any damage thereto cause
by Contractor or occurring during the performance of Tenant’s Work. Tenant shall not be
charged for electricity consumed by Contractor in the performance of Tenant’s Work.




(c) If the Plans for Tenant’s Work require the construction and installation of more
fire hose cabinets or telephone/electrical closets than the number regularly provided by
Landlord in the core of the Building in which the Premises are located, Tenant agrees to pay
all costs and expenses arising from the construction and installation of such additional
fire hose cabinets or telephone/electrical closets.




(d) Time is of the essence of this Work Letter Agreement.




(e) Tenant’s failure to pay any amounts owed by Tenant hereunder when due or Tenant’s
failure to perform its obligations hereunder shall also constitute a default under the Lease
and Landlord shall have all the rights and remedies granted to Landlord under the Lease for
nonpayment of any amounts owed thereunder or failure by Tenant to perform its obligations
thereunder.




(f) Notices under this Work Letter Agreement shall be given in the same manner as under
the Lease.




(g) The headings set forth herein are for convenience only.




(h) This Work Letter Agreement sets forth the entire agreement of Tenant and Landlord
regarding Landlord’s Work and Tenant’s Work. This Work Letter may only be amended if in
writing, duly executed by both Landlord and Tenant.




(i) This Work Letter Agreement applies only to Landlord’s Work and Tenant’s Work as
described herein. Subsequent alterations to the Premises are governed by Section 9 of the
Lease.




 


C-9 









 







SCHEDULE 1




BASE BUILDING COMPONENTS




The following is a list of base Building items that will be provided at Landlord’s expense,
unless it is specified for a specific item that Tenant will pay the cost, or participate in the
cost:




	1.	 	VAV System: Landlord shall provide a typical floor main HVAC (medium pressure) loop.
Landlord will provide and deliver to Tenant building standard VAV boxes (Landlord to provide
VAV box specs). VAV boxes located on the perimeter will get electric reheat coils. Landlord
will provide VAV boxes and DDC controls not to exceed more than one VAV box and DDC controls
per 700 rentable square feet of Tenant’s premises. Tenant will be responsible for
installation of the VAV boxes per Landlord approved Tenant plans and specifications. Tenants
are responsible for the cost of any expansion of, or additions to, the system that are
required for Tenant Improvements. The HVAC Design Specifications are as follows:







Outdoor Conditions:



	 	 	 
	Summer:

	 	95 F DB, 78 F WB
	Winter:

	 	0 F DB







Inside Conditions:




All conditioned spaces except as listed below:



	 	 	 
	Summer:

	 	75 F DB, 50% RH
	Winter:

	 	70 F DB







Elevator equipment rooms, telephone rooms, electrical equipment rooms and telephone
closets: 60-95 F DB




Mechanical Equipment and Storage Rooms:



	 	 	 
	Summer:

	 	No conditioning.
	Winter:

	 	60 F DB






	 	 	 
	Parking Garage:

	 	No conditioning.
	Ventilation Air:

	 	Meets the requirements of ASHRAE 62.4 of 20 CFM per
person when occupied at one person per 140 sq. ft.







	2.	 	Landlord shall provide riser space in the closets from the NET-POP to the Premises.







	3.	 	The base building floor slabs will be of sufficient distance apart to enable a finished
ceiling height of nine (9) feet clear throughout the Premises on all typical floors with a
minimum 6"-8” above ceiling grid for Tenant’s lights (except for areas with HVAC trunk lines
or other reasonable obstructions) and ten (10) feet, six (6) inches on the first floor. The
finished ceiling and ceiling lighting will be installed as part of Tenant’s Work.





 


Schedule 1 - 1 









 






	4.	 	Landlord shall supply and install condenser water taps located on each floor of the Premises
for Tenant’s supplemental cooling units. The supplemental available cooling tonnage capacity
is approximately 4.5 tons per floor. There are 2 wet columns per floor.







	5.	 	Landlord to provide a 50 circuit panel in the typical floor electrical closet (Tenant to
furnish breakers).







	6.	 	a. Landlord to provide contact points required for Tenant to tie into the Base Building Life
Safety System without the need for Base Building life safety system expansion or booster
panel(s).

b. Tenant shall pay for the cost associated with the terminations and connections to the
Base Building Life Safety Systems as it relates to the Tenant work.







	7.	 	Landlord to comply with all applicable ADA, Fairfax County and State of Virginia
accessibility codes as in effect on the Commencement Date for the shell and core, base
building entrances, lobbies, elevators and toilet rooms.







	8.	 	Landlord to provide conduit raceway and required infrastructure work for surveillance cameras
in the lobby and at grade stairwells. Landlord to also provide equipment (card readers and
cameras) to connect the infrastructure work for security badging and remote access.







	9.	 	At Tenant’s sole cost and expense, Tenant contractors to drain down as necessary and refill
the Fire Protection sprinkler system as required by the local fire marshall.







	10.	 	Landlord to provide paint ready drywall at core and perimeter, including area above perimeter
windows. Tenant will be responsible for enclosing interior columns as part of the Tenant
Improvements.







	11.	 	Landlord to deliver a smooth and level concrete floor 1/3 inch within 10-foot radius —
non-cumulative.







	12.	 	Landlord to install eight (8) watts per square foot for Tenant lighting, power and HVAC.
Landlord to provide in the electrical closet an emergency lighting panel, step down
transformer with disconnect switch and a fire alarm cabinet. Tenant responsible for power and
lighting and electrical distribution within the Premises. If Tenant requires more than eight
(8) watts per square foot, such upgrade shall be at Tenant’s cost.







	13.	 	Landlord to provide Base Building sprinkler risers, mains, loops and branch piping with
upturned heads per the Fairfax County code; but in no event shall sprinkler heads installed by
Landlord be less than one (1) for each 225 square feet.





 


Schedule 1 - 2 









 






	14.	 	All toilet rooms shall be ADA compliant and shall meet the Fairfax County code requirements
and all requirements of the State of Virginia as in effect on the Commencement Date.







	15.	 	Landlord to provide floor loading capacity of 80 PSF Live Load, plus 20 PSF Dead Load for
partitions (total 100 PSF), which is consistent with Class A standard in market, subject to
variation to satisfy Tenant’s requirements for a minimum loading capacity.







	16.	 	Ingress and egress to the Base Building shall be controlled by access cards or other
electronic methods. Landlord shall install card access to: the base building, elevators and
fire stairs. Cost of equipment and installation and cards for Tenant’s employees shall be
paid by Landlord.







	17.	 	Landlord will provide Tenant with a Life Safety System, providing alarms, strobes, detectors
and lights in the common areas of the building. Additionally, Landlord will provide
sprinklers with heads turned up within the common areas and Premises. Tenant will be
responsible for dropping the sprinkler heads and installing the code required fire life safety
system within the Premises. Life Safety system shall have adequate capacity to accommodate
Tenant’s life safety equipment tie in(s).







	18.	 	Landlord to provide building standard horizontal mini-blinds within the Premises.







	19.	 	Landlord shall provide sleeves for cable tv or satellite to the building including sleeves to
each floor. Tenant shall be responsible for service contract and cabling with the service
provider. Tenant and or Service Contractor shall be responsible for extending service from
the floor core area to Tenant’s space.






General Project Overview




PROJECT AMENITIES




	 	 	 
	Visitor surface parking:

	 	Initially 123 spaces including 4 handicap van spaces
	 
	 	 
	Structured parking:

	 	Initially 1,243 spaces in a 5-level deck
	 
	 	 
	Parking ratio:

	 	Initially approximately 3.8 spaces per 1,000 rentable square feet
	 
	 	 
	Off-street loading:

	 	4 spaces per building
	 
	 	 
	Landscaped courtyard
	 	 





 


Schedule 1 - 3 









 





GENERAL BUILDING CRITERIA




	 	 	 
	Height:

	 	8 stories in each of two office towers
	 
	 	 
	First Floor:

	 	15,210 rentable square feet
	 
	 	 
	Typical Floors 2-7:

	 	22,321 rentable square feet
	 
	 	 
	Eighth Floor:

	 	21,411 rentable square feet
	 
	 	 
	Typical Bay:

	 	30’ x 38’ 
	 
	 	 
	Core to exterior wall:

	 	approximately 46’
	 
	 	 
	Typical floor-to-floor height:

	 	11’8” and 11’0” at structural drops
	 
	 	 
	Typical floor-to-finished ceiling height:

	 	9’0" 
	 
	 	 
	First floor-to-floor height:

	 	14’4" 
	 
	 	 
	Lobby floor-to-ceiling height:

	 	11’6" 
	 
	 	 
	First floor tenant ceiling height:

	 	9’0” with option to increase height to 10’0” or
more 5’ space planning module






EXTERIOR BUILDING FINISHES





Window Walls: Green tinted low-e insulated vision glass with accent bands of green
reflective spandrel glass with natural anodized aluminum mullions.




Atrium: Green tinted low-e insulated vision glass at vertical glazing, laminated green
tinted low-e insulated vision glass at horizontal glazing with optional frit or internal
louvers to reduce solar heat gain.




Exterior Walls: Architectural precast panels in simulated light buff limestone finish with
polished granite wainscot.




Arcade and Entrance: Architectural precast columns with a polished granite wainscot and
accents. Polished stainless steel mullions, entry door frames and hardware.




Penthouse: Centria metal panel system with deep horizontal profiles with silver metallic
coating. Top of penthouse capped with a metal communications spire.



MAIN LOBBY FINISHES





Floors: Cut stone




Walls: Millwork panel wall system with painted drywall




Ceilings: Ecophon lay-in ceiling system with polished stainless steel ornamental light
fixtures




Elevator Entry: Etched stainless steel elevator doors and satin finish stainless steel
frames and accessories


 


Schedule 1 - 4 









 





TYPICAL FLOOR FINISHES





Restrooms: Ceramic tile floors and wet walls, polymix finish on other walls with 2’ x 2’
acoustical tile ceilings. Polished granite lavatory countertops and brushed stainless steel
faucets. Painted metal overhead mounted toilet partitions.




Corridors and Lobbies: High-quality commercial carpet on floors, vinyl wall covering with
wood base on walls and 2’ x 2’ acoustical tile ceilings. Core service doors to be 8’0” high
solid core wood doors with steel frames. Tenant entry doors to be full height solid core
wood doors and wood frames. All door accessories to be stainless steel. Landlord
responsible for costs of creating common areas on any multi-tenant floor that is part of the
initial Premises.



ELEVATORS





System: Four elevators of 3,500 lb. capacity and 350 f.p.m. geared traction design per
building. One elevator is designed to be a passenger/service “swing” cab with 4,000 lb.
rating.




Cab Finishes: Combination of polished and brushed stainless steel panels on front walls,
ceilings, doors and frame. Architectural millwork with stone wainscot on side and rear
walls. Floor finish to match building lobby flooring.



STRUCTURAL SYSTEMS





Framing: Long span post-tensioned concrete




Bay Sizes: 30’ x 38’ typical




Loading: 100 lbs. (80 lb. live load plus 20 lb. dead load). Additional load capacity
possible within 20 feet of the building cores.



ELECTRICAL





Tenant power, lighting and HVAC: 8 watts/SF




Emergency Power: 250 kw Emergency generator in each building for life-safety systems.


 


Schedule 1 - 5 









 





HVAC




Building: Self-contained on-floor condenser water cooling units connected to a two-cell
rooftop cooling tower. Average 26,100 C.F.M. of cooling. Provision for additional tenant
cooling tower cell.




Typical Floor: Main feeder loop installed with connections to V.A.V. boxes on typical
floors (all provided by Landlord). Six VAV boxes and DDC controls are installed and 18
additional V.A.V. boxes are stacked on each floor.



COMMUNICATIONS





COX and Verizon internet/fiber optics providers are available at the Building. Verizon
switching station located within 500’. WI-FI in first floor common area.



PLUMBING AND FIRE PROTECTION





The office building is fully protected with a wet pipe sprinkler system tied to an
electronic monitoring system located in the Fire Command Room located adjacent to the main
building lobby.



SECURITY SYSTEM





Card readers located at all building entries, the loading dock and in elevator cabs.




 


Schedule 1 - 6 









 







EXHIBIT D




SUITE ACCEPTANCE AGREEMENT




	 	 	 
	PROPERTY:

	 	2553 Dulles View Drive, Herndon, Virginia
	 
	 	 
	PREMISES:

	 	Floors                                         
	 
	 	 
	LANDLORD:

	 	SP Herndon Development, LP
	 
	 	 
	DEED OF LEASE DATED:

	 	October
 _____ 
, 2007
	 
	 	 
	TENANT:

	 	GTSI Corp.
	 
	 	 
	TENANT’S

ADDRESS:
	 	 
	 

	 	 
	 
	 	 
	 

	 	 






The undersigned Tenant under the deed of lease described above (the “Lease”) hereby certifies
to Landlord that:



A. Tenant is the tenant under the Lease for space in the above-referenced Property demising
approximately
 _____ 
square feet of space (the “Premises”).



B. Tenant has accepted possession of the Premises pursuant to the Lease. The lease term of
the Lease commenced on
 _____ 
.. The “Rent Commencement Date” under the Lease is

 _____ 
.. The lease term of the Lease expires on
 _____ 
, subject to
extension options. The last day for Tenant to deliver the “Initial Expansion Notice” is

 _____ 
.. The last day for Tenant to deliver the Available Expansion Notice is

 _____ 
.. For purposes of Section 29D of the Lease, the third anniversary of the Rent
Commencement Date is
 _____ 
.. For purposes of Section 31A of the Lease, the last day of
the fifth Lease Year is
 _____ 
and the last day of the seventh Lease Year is

 _____ 
.. Tenant’s notice exercising the First Extension Option must be given not later
than
 _____ 
and Tenant’s notice exercising the Second Extension Option must be given
not later than
 _____ 
.. Tenant has the right to extend the Lease for two (2) five (5)
year period(s).



C. All improvements required by the terms of the Lease to be made by Landlord have been
completed to the satisfaction of Tenant in all respects.



D. The Lease has not been assigned, sublet, modified, supplemented or amended in any way. The
Lease constitutes the entire agreement between the parties and there are no other agreements
between Landlord and Tenant concerning the Premises. Tenant is not entitled to receive any
concession or benefit (rental or otherwise) or other similar compensation in connection with
renting the Premises other than as set forth in the Lease.


 


D-1 









 





1. The Lease is valid and in full force and effect and, to the best of Tenant’s knowledge,
neither Landlord nor Tenant is in default thereunder. Tenant currently has no defense, setoff or
counterclaim against Landlord arising out of the Lease or in any way relating thereto, or arising
out any other transaction between Tenant and Landlord, and no event has occurred and no condition
exists, which with the giving of notice or the passage of time, or both, will constitute a default
under the Lease.



	 	 	 
	TENANT:
	 
	 	 
	GTSI CORP., a Delaware corporation
	 
	 	 
	By:
	 	 
	 
	 	 
	Its:
	 	 
	 

	 	 







 


D-2 









 







EXHIBIT E




FORM OF LETTER OF CREDIT




IRREVOCABLE LETTER OF CREDIT





 _____ 
, 200
 _____ 





[Name of Landlord]




                                        





                                        




Re: IRREVOCABLE LETTER OF CREDIT




			
	Tenant’s Name:

Property Address:	 	                                        
                                        






Dear [Landlord]:



We hereby issue our irrevocable standby letter of credit no.
 _____ 
in favor of

 _____ 
(“Beneficiary”) to draw on [name and address of Bank] at [location in
Washington, D.C. metropolitan area] for the account of [name of Tenant] up to an aggregate amount
of
 _____ 
($
 _____ 
), available by your drafts at sight.



All drafts so drawn must be marked “drawn under Letter of Credit of [name of Bank], No.

 _____ 
, dated
 _____ 
, 20_.”



We engage with you and/or your transferees that all drafts drawn and negotiated under and in
compliance and conformity with the terms of this Letter of Credit will be duly accepted and honored
by us upon presentation at this office on or before the close of business on [acceptable expiration
date—at least one year] (after which time this Letter of Credit will be null and void) and will be
honored on the next Banking Day (as hereinafter defined) after received if presented at this office
prior to 12:00 Noon. All drafts presented at this office after 12:00 Noon will be honored on the
second Banking Day. For the purposes hereof, “Banking Day” means a day of the year on which banks
in Washington, D.C. are not required or authorized, by applicable law, to close.



It is a condition of this Letter of Credit that it is transferable and may be transferred in
its entirety, but not in part, and may be successively transferred by Beneficiary or any transferee
of Beneficiary hereunder to a successor transferee(s). Transfer under this Letter of Credit to
such transferee shall be effected upon presentation to us of the original letter of credit and any
amendments hereto, accompanied by our transfer form, appropriately completed, along with our fee.


 


E-1 









 





It is a condition of this letter of credit that it shall be automatically extended without
amendment for one year from the expiry date hereof or any future expiry date unless at least sixty
(60) days prior to such expiry date we notify Beneficiary by certified mail, return receipt
requested, or overnight courier that we elect not to renew this letter of credit for such
additional period.



Except as otherwise expressly stated hereinabove, this Letter of Credit is issued subject to
the International Standby Practices 1998 Publication 590.



	 	 	 	 	 
	 	 	Sincerely yours,
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Its:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	 	 	Secretary





 


E-2 









 





EXHIBIT F




LOCATION OF TENANT’S PARKING SPACES








 


F-1 









 









 


F-2 









 





EXHIBIT G




LOCATION OF GENERATOR PAD









 


G-1 









 







EXHIBIT H




LOCATION OF CONFERENCE ROOM









 


H-1